/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221122.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, November 22, 2022, Vol. 26, No. 325 Headlines 303 INVESTMENTS: Gets OK to Hire Wadsworth as Legal Counsel A.W. BROWN: S&P Lowers 2016\2017 Revenue Bonds Rating to 'B+' ACASTI PHARMA: Posts $4.9 Million Net Loss in Second Quarter ACCO BRANDS: S&P Alters Outlook to Negative, Affirms 'BB-' ICR ADAMIS PHARMACEUTICALS: Posts $4.4-Mil. Net Loss in Third Quarter AEARO TECHNOLOGIES: Agrees to Shorten Exclusivity Period AFFILIATED PHYSICIANS: Hit Payment for TY 2020 Survives Dismissal AIBUY HOLDCO: Unsecureds to be Paid in Full in Joint Plan AKOUSTIS TECHNOLOGIES: Posts $19.1-Mil. Net Loss in First Quarter ALLIANCE MECHANICAL: Seeks to Hire Flinton Smallwood as Accountant AMERICAN EQUITY: Unsecureds to Get Share of Litigation Proceeds AMYNTA AGENCY: Moody's Rates $150MM First Lien Term Loan 'B2' ARCHDIOCESE OF NEW ORLEANS: Seeks Court OK to Sell Assets in Ch.11 AVEANNA HEALTHCARE: Moody's Cuts CFR to Caa1 & 1st Lien Loans to B3 AXYEHHO CORP: Amends Eric Platero Claim Pay Details B&G FOODS: Moody's Lowers CFR to B3 & Senior Secured Debt to Ba3 BITTER CREEK WATER: Case Summary & 10 Unsecured Creditors BOTEILHO HAWAII: Case Summary & 20 Largest Unsecured Creditors BRAZOS ELECTRIC: Judge Considers Chapter Plan Better Than Expected CAESARS ENTERTAINMENT: S&P Raises Sec. Term Loans Rating to 'BB-' CAMBRIDGE ESTATES: Taps Sacks Tierney as Bankruptcy Counsel CASA SYSTEMS: Moody's Cuts CFR & Senior Secured Term Loan to Caa1 CATHOLIC HEALTH: Moody's Lowers Rating to Caa2, Outlook Negative CEDIPROF INC: Seeks Approval to Hire C. Conde & Assoc. as Counsel CEDIPROF INC: Seeks Approval to Hire RSM Puerto Rico as Accountant CELSIUS NETWORK: Fears $35-Mil. Crypto Theft From Ex-Biz Partners CEN BIOTECH: Incurs $400K Net Loss in Third Quarter CHANNEL CLARITY: Claims to Be Paid From Disposable Income CHRISTIAN CARE: $44M Sale to North Texas Benevolent to Fund Plan CINEWORLD GROUP: Cinemedia in Talks to Save Crucial Ad Contract COOPER-STANDARD HOLDINGS: S&P Cuts ICR to 'CC', Outlook Negative DITECH HOLDING: Rabadi's Move to Modify Plan Injunction Denied DNATRIX INC: Commences Subchapter V Case E-BOX LLC: SC&H Capital Seeks Buyer for Business EAST END: Court Approves Disclosure Statement ECSEM CORPORATION: Seeks to Hire Jimenez Vazquez as Accountant ESJ TOWERS: Oriental Bank Opposes Exclusivity Extension EVOQUA WATER: S&P Upgrades ICR to 'BB-' on Sustained Solid Profit EXPRESSJET AIRLINES: Unsecureds to Get 9.5% to 10.7% in Toggle Plan FAST RADIUS: U.S. Trustee Appoints Creditors' Committee FORTRESS CREDIT XVI: Moody's Assigns B3 Rating to Class F Notes FREE SPEECH: Rejected Jones Attorneys Can't Get Fees, Says UST FTX TRADING: Consolidated List of 50 Largest Unsecured Creditors GAGE'S GRANITE: Taps Tittle Law Group as Bankruptcy Counsel GALAXY NEXT: Incurs $1.6 Million Net Loss in First Quarter GIRARDI & KEESE: LA FBI Head Now Owned Tom's House GUARDION HEALTH: Incurs $1.7 Million Net Loss in Third Quarter HACIENDA COMPANY: Taps Fisher Phillips as Litigation Counsel HELIUS MEDICAL: Incurs $1 Million Net Loss in Third Quarter HOSTESS BRANDS: S&P Upgrades ICR to 'BB-', Outlook Stable HOUSTON AMERICAN: Posts $391K Net Loss in Third Quarter HUMANIGEN INC: Lowers Net Loss to $23.7 Million in Third Quarter IGLESIA CRISTIANA: Wins Jan. 31 Extension to File Plan INFOVINE: Commences Chapter 11 Subchapter V Case INGENOVIS HEALTH: S&P Rates New $85MM Incremental Term Loan 'B' INPIXON: Reports Third Quarter Net Loss of $18 Million INSULATION COATINGS: Seeks to Hire Colligan Law as Special Counsel INTEGRATED VENTURES: Posts $786K Net Loss in First Quarter INTERPACE BIOSCIENCES: All Five Proposals Passed at Annual Meeting INTERPACE BIOSCIENCES: Posts $14.2-Mil. Net Loss in Third Quarter JOHNSTONE FAMILY: Taps Potts, Hannah & Fischer as Accountant LEGACY EJY: Exclusivity Period Extended to Jan. 26 MACTAVISH PUBS: Case Summary & Two Unsecured Creditors MASTEN SPACE: Court Confirms Ch. 11 Plan With Contract Extensions MASTEN SPACE: Unsecureds to Get 1% to 10% in Confirmed Plan MBMK PROPERTY: Voluntary Chapter 11 Case Summary MH SUB I: S&P Alters Outlook to Negative, Affirms 'B' ICR NB HOTELS: Solicitation Period Extended to Nov. 30 NEOVIA LOGISTICS: S&P Lowers ICR to 'D' on Distressed Exchange NEWELL BRANDS: Moody's Affirms Ba1 CFR & Alters Outlook to Stable NEWTON CONSTRUCTION: Seeks to Hire Swan and Gardiner as Accountant NEXTSPORT INC: Exclusivity Period Extended to Feb. 15 NGL ENERGY: Moody's Lowers CFR to B3 & Alters Outlook to Negative NORTHSIDE VENTURES: Taps de'Medici Law as Bankruptcy Counsel OFFICE PROPERTIES: Moody's Puts 'Ba1' CFR on Review for Downgrade PARADISE SENIOR: Case Summary & 17 Unsecured Creditors PARTY CITY: S&P Downgrades ICR to 'CCC', Outlook Negative PHOENIX HOLDINGS: Exclusivity Period Extended to Dec. 19 PIPELINE HEALTH: Amends Plan to Include MPT Claim Pay Details POMMEL MEADOWS: Exclusivity Period Extended to Dec. 3 PROMEDICA HEALTH: Moody's Confirms 'Ba2' Revenue Bond Rating PROPERTY HOLDERS: Case Summary & One Unsecured Creditor PTC INC: Moody's Affirms Ba2 CFR Following ServiceMax Transaction REGIONAL MEDICAL CENTER: S&P Lowers ICR to 'B', On Watch Dev. ROCK FITNESS II: Gets Interim OK to Hire Brian McMahon as Attorney ROSAMOND 5 PROPERTIES: Seeks to Hire ANI CPA as Accountant RYAN ENVIRONMENTAL: Files Amendment to Disclosure Statement SAN JORGE HOSPITAL: Taps Galíndez LLC as External Auditor SAN LUIS AND RIO GRANDE: SLVGO Objects to Sale in Court SANIBEL REALTY TRUST: Hits Chapter 11 Bankruptcy Protection SENTIENT BUILDINGS: Files for Chapter 11 Bankruptcy SHEERKAHN SERVICES: Case Summary & 20 Largest Unsecured Creditors SHILO INN PORTLAND: Hotel Joins Other Affiliates in Chapter 11 SOUTHERN CALIFORNIA: Exclusivity Period Extended to Dec. 31 ST. THERESE HEALTHCARE: Starts Subchapter V Case STARLIN LLC: Unsecureds to be Paid in Full in Purchaser Sale Plan STAUNTON AREA AMBULANCE: Case Summary & 7 Unsecured Creditors STEELCASE INC: Moody's Lowers CFR to Ba2 & Sr. Unsec. Notes to Ba3 SUSTAINABLE SAN DIEGO: Voluntary Chapter 11 Case Summary TRINSEO PLC: S&P Downgrades ICR to 'B-', Outlook Stable UNIVAR SOLUTIONS: S&P Affirms 'BB+' Long-Term ICR, Outlook Stable UNIVERSAL REHEARSAL: Taps Kane Russell Coleman Logan as Counsel VOYAGER DIGITAL: Committee Taps Harney Westwood as BVI Counsel VOYAGER DIGITAL: Investors Sue for TopCo $200M Intercompany Claims WEAKLEY BAYOU: Gets OK to Hire Forensic Document Examiner WEAKLEY BAYOU: Taps Jeffrey Turner of Turner CPA as Accountant YOLANDA C. HOLMES: Taps MorrisMargulies as Legal Counsel YORKTOWN ELECTRIC: Gets OK to Hire Angelo A. Cioffi as Accountant ZAYO GROUP: S&P Lowers ICR to 'B-' on Weak Operating Performance [*] Simpson Thacher Elevates 36 Attorneys to Partner [*] U.S. Retailers That Are At Risk of Bankruptcy [^] Large Companies with Insolvent Balance Sheet ********* 303 INVESTMENTS: Gets OK to Hire Wadsworth as Legal Counsel ----------------------------------------------------------- 303 Investments, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Wadsworth Garber Warner Conrardy, P.C. as its bankruptcy counsel. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties; b. assisting the Debtor in the development of a plan of reorganization under Chapter 11; c. filing legal papers and actions, which may be required under Chapter 11; d. taking necessary actions to enjoin and stay until final decree continuation of pending proceedings and enjoin and stay until final decree commencement of lien foreclosure proceedings and all matters as may be provided under Section 362 of the Bankruptcy Code; and e. performing all other necessary legal services for the Debtor. The firm's attorneys and paralegals will be paid at these rates: David V. Wadsworth $450 per hour Aaron A. Garber $450 per hour David J. Warner $375 per hour Aaron J. Conrardy $375 per hour Lindsay Riley $300 per hour Paralegals $125 per hour Wadsworth was paid a retainer in the amount of $26,754.50. As disclosed in court filings, Wadsworth is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aaron A. Garber, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Telecopy: (303) 296-7600 Email: agarber@wgwc-law.com About 303 Investments 303 Investments, Inc., a company in Parker, Colo., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-14267) on Nov. 1, 2022, with $10 million to $50 million in assets and $500,000 to $1 million in liabilities. Alison Goldenberg has been appointed as Subchapter V trustee. Judge Joseph G. Rosania, Jr. oversees the case. The Debtor is represented by Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C. A.W. BROWN: S&P Lowers 2016\2017 Revenue Bonds Rating to 'B+' ------------------------------------------------------------- S&P Global Ratings lowered its underlying rating to 'B+' from 'BB-' on Arlington Higher Education Finance Corp., Texas' series 2016 and 2017 education revenue bonds, issued for A.W. Brown Leadership Academy (A.W. Brown). The outlook is negative. "The rating action reflects our view of A.W. Brown's weakened financial profile, leading to three full-accrual operating deficits and lease-adjusted maximum annual debt service coverage below 1x with expectations for similar results in fiscal 2022," said S&P Global Ratings credit analyst David Holmes. The negative outlook reflects S&P's view that A.W. Brown's demand profile could come under pressured if significant enrollment declines persist, such that financial operations, maximum annual debt service coverage, or days' cash on hand were to weaken, or if financial reporting concerns remain. ACASTI PHARMA: Posts $4.9 Million Net Loss in Second Quarter ------------------------------------------------------------ Acasti Pharma Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss and total comprehensive loss of $4.93 million for the three months ended Sept. 30, 2022, compared to a net income and total comprehensive income of $981,000 for the three months ended Sept. 30, 2021. For the six months ended Sept. 30, 2022, the Company reported a net loss and total comprehensive loss of $9.45 million compared to a net loss and total comprehensive loss of $2.14 million for the six months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $120.91 million in total assets, $20.75 million in total liabilities, and $100.16 million in total shareholders' equity. As at Sept. 30, 2022, cash and cash equivalents totaled $34,926,000 a net increase of $4,587,000 compared to cash and cash equivalents totaling $30,339,000 at March 31, 2022. Acasti stated, "The Corporation has incurred operating losses and negative cash flows from operations in each year since its inception. The Corporation expects to incur significant expenses and continued operating losses for the foreseeable future. The Corporation expects its expenses will increase substantially in connection with its ongoing activities, particularly as it advances clinical development for the first three drug candidates in the Corporation's pipeline; continues to engage contract manufacturing organizations ("CMOs") to manufacture its clinical study materials and to ultimately develop large-scale manufacturing capabilities in preparation for commercial launch; seeks regulatory approval for its drug candidates; and adds personnel to support its drug product development and future drug product launch and commercialization. "The Corporation does not expect to generate revenue from product sales unless and until it successfully completes drug development and obtains regulatory approval, which the Corporation expects will take several years and is subject to significant uncertainty. To date, the Corporation has financed its operations primarily through public offerings and private placements of its common shares, warrants and convertible debt and the proceeds from research tax credits. Until such time that the Corporation can generate significant revenue from drug product sales, if ever, it will require additional financing, which is expected to be sourced from a combination of public or private equity or debt financings or other non-dilutive sources, which may include fees, milestone payments and royalties from collaborations with third parties. Arrangements with collaborators or others may require the Corporation to relinquish certain rights related to its technologies or drug product candidates. Adequate additional financing may not be available to the Corporation on acceptable terms, or at all. The Corporation's inability to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy." Management Discussion In a press release, Jan D'Alvise, chief executive officer of Acasti said, "We remain focused on advancing our three clinical programs, and I'm pleased to report that significant progress was made during the second fiscal quarter. "Importantly, we remain on track to initiate and enroll the first patients in our Phase 3 safety study for GTX-104 in the first half of calendar 2023. GTX-104, our most advanced clinical candidate, is a novel aqueous formulation of nimodipine intended to be administered via continuous IV infusion for the treatment of hospitalized and critically ill patients suffering from Subarachnoid Hemorrhage (SAH). The study is expected to be the final clinical step required to seek market approval under the 505(b)(2) regulatory pathway. "During the last quarter, we initiated two PK bridging studies as planned, one for GTX-102, our novel, concentrated oral-mucosal spray of betamethasone intended to improve the symptoms of A-T, a neurodegenerative genetic disorder that effects young children; and one for GTX-101, our novel non-narcotic, topical bio-adhesive, film-forming bupivacaine spray designed to treat Postherpetic Neuralgia (PHN), the severe and often debilitating nerve pain that can persist following a shingles infection. The GTX-102 PK study is the next step in the proposed 505(b)(2) regulatory pathway and is expected to be completed with top line results reported before year end. The GTX-101 single dose PK study is expected to also be completed with topline results reported by the end of calendar 2022 and will provide important information on the dose and dosing frequency for additional clinical studies of GTX-101. "We are excited about the excellent progress we are making to deliver innovative new treatments to thousands of patients who currently lack effective therapies, and we look forward to reporting on the near-term milestones expected to be reached in the next couple months for each of our programs." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1444192/000095017022024666/acst-20220930.htm 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 of currently 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 Pharma reported a net loss and comprehensive loss of $9.82 million for the year ended March 31, 2022, a net loss and comprehensive loss of $19.68 million for the year ended March 31, 2021, and a net loss and comprehensive loss of $25.51 million for the year ended March 31, 2020. 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. ACCO BRANDS: S&P Alters Outlook to Negative, Affirms 'BB-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based ACCO Brands Corp. to negative from stable and affirmed its 'BB-' issuer credit rating on the company. The negative outlook reflects the possibility that S&P may lower the ratings within the next 12 months if the company sustains leverage above 5x. The outlook revision to negative reflects ACCO's weaker-than-expected operating performance in the third quarter of fiscal 2022 and limited leverage headroom going into a weaker macroeconomic environment. The company reported a 7.8% year-over-year revenue contraction and 210 basis point (bp) EBITDA margin decline in the third quarter of fiscal 2022. ACCO reported a robust back-to-school season but overstocking at large North American retailers resulted in lower replenishment orders. Sales of PowerA gaming accessories were weaker-than-expected due to ongoing semiconductor shortages affecting gaming console sales and normalization of demand post-pandemic. Performance also suffered because of a weak macroeconomic environment in Europe and a strong U.S. dollar. S&P now expects the company's S&P Global Ratings-adjusted leverage will be about 4.5x for fiscal year 2022, compared to about 4x previously anticipated. The company will have limited leverage headroom for its current rating category heading into its inventory build season during the first and second quarters, when it typically borrows heavily on its revolver ahead of the back-to-school season. S&P believes consumer discretionary and business spending will decline in 2023 due to a weaker global macroeconomic environment. Inflation in the U.S. has outpaced wage gains for 17 consecutive months, which has resulted in lower consumer discretionary spending and household savings. As a result, we forecast the company's comparable sales will contract by 3% to 5% in fiscal 2023. A weak macroeconomic environment in the U.S and Europe, ongoing inflation and supply chain risks, and lower operating leverage may result in the company sustaining leverage above 5x, our downgrade trigger, through fiscal 2023. S&P said, "Despite weaker operating performance, we expect the company to generate healthy free cash flow and maintain adequate liquidity. While we expect operating performance deterioration over the next 12 months, we anticipate the company will generate free cash flow of about $100 million in fiscal 2022 and $130 million in 2023. Due to the weakening macroeconomic environment, we believe the company will reduce working capital and capital expenditure (capex) investments. We expect the company to use its free cash flow generation to repay debt and continue funding its dividend. We expect the company to pause share repurchases and not pursue sizable acquisitions over the next year." The company obtained a reprieve from its financial covenants and is prioritizing debt repayment. ACCO's bank covenant-defined leverage reached 3.9x as of the third quarter of fiscal 2022, versus the maximum 4x allowed under its revolver. In November 2022, it entered into an amendment to its credit agreement to increase the maximum consolidated leverage ratio covenant. The amendment modified the existing 4.0x maximum consolidated leverage ratio to 4.5x for the fourth quarter of 2022, 5.0x for the first- and second-fiscal quarters of 2023, 4.75x for the third quarter, and 4.25x for the fourth quarter of fiscal 2023. The amendment also modified the maximum consolidated leverage ratio financial covenant for all first- and second-fiscal quarters after Dec. 31, 2023, to 4.5x, while maintaining the current level of 4.0x for all third- and fourth-fiscal quarters. The amendment limited the maximum consolidated leverage ratio to 5.0x at any time. S&P said, "While we expect the company to remain in compliance of its financial covenants given greater headroom under the amendment, we believe its covenant cushion could fall under 15% in fiscal 2023 during its peak working capital build and potentially due to a weaker macroeconomic environment and worse than expected inflationary pressures." The negative outlook reflects the possibility that S&P may lower the ratings within the next 12 months if ACCO sustains leverage above 5x. S&P could lower the rating if: -- Demand materially declines due to continuing macroeconomic weakness in Europe and lower consumer discretionary spending in North America and weak back-to-school selling season, such that the company is not able to repay its revolver borrowings; -- Inflationary and supply chain pressures persist; or -- Competition intensifies such that the company loses market share to lower cost alternatives or private label. S&P could revise its outlook to stable if the company sustains leverage below 5x. S&P believes this could occur if: -- Macroeconomic conditions improve resulting in stronger demand in Europe and North America, leading to stronger operating performance and lower leverage; -- The company successfully realizes price increases and cost saving measures that result in margin improvement; and -- It successfully sells down inventory through its key selling season, generating positive free operating cash flow. ESG credit indicators: E-2, S-2, G-2 ADAMIS PHARMACEUTICALS: Posts $4.4-Mil. Net Loss in Third Quarter ----------------------------------------------------------------- Adamis Pharmaceuticals Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss applicable to common stock of $4.40 on $1.51 million of net revenue for the three months ended Sept. 30, 2022, compared to a net loss applicable to common stock of $12.36 million on $759,962 of net revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss applicable to common stock of $23.15 million on $2.60 million of net revenue compared to a net loss applicable to common stock of $37.05 million on $3.67 million of net revenue for the same period during the prior year. As of Sept. 30, 2022, the Company had $12.14 million in total assets, $9.13 million in total liabilities, $157,303 in convertible preferred stock, and $2.84 million in total stockholders' equity. Liquidity and Capital Resources Adamis said, "We have incurred net losses from our continuing and discontinued operations of approximately $23.2 million and $37.1 million for the nine months ended September 30, 2022 and 2021, respectively. Since inception, and through September 30, 2022, we have an accumulated deficit of approximately $301.2 million. Since inception and through September 30, 2022, we have financed operations principally through public and private issuances of common stock, preferred stock and warrants and through debt financing. "We will need additional funding in the near future to satisfy our existing and future obligations and liabilities and working capital needs, to support commercialization of our products, and for other purposes. We intend to seek to satisfy future cash needs primarily through proceeds from equity or debt financings if available, loans, a partnership or other agreement regarding our commercial products, revenues relating to sales of our SYMJEPI and ZIMHI products, sales or out-licensing of intellectual property assets or other assets, products, product candidates or technologies, a merger, sale or reverse merger of the Company, or other strategic transaction. As described elsewhere in this Report, we have initiated and are engaged in a review of strategic alternatives. However, there is no assurance that the Company will be successful in obtaining the necessary funding to sustain its operations or meet its business objectives." As of Sept. 30, 2022, the Company had cash and cash equivalents of approximately $2.4 million. Total assets were approximately $12.1 million and $38.3 million as of Sept. 30, 2022 and Dec. 31, 2021, resppectively. Current assets exceeded current liabilities by approximately $1.2 million as of Sept. 30, 2022. Process Update In October, the Company announced that it had initiated a process to explore a range of strategic and financing alternatives and had retained an investment bank to assist in evaluating certain alternatives focused on maximizing stockholder value. Potential alternatives include a sale, partnership, distribution or other agreement regarding one or both of the Company's commercial products, a sale, merger, or reverse merger of the company, and/or seeking additional financing. As of Nov. 14, 2022, the Company is engaged in communications with third parties regarding one or more possible transactions. "The strategic process is well under way with the goal of maximizing shareholder value and preserving cash resources," stated David J. Marguglio, CEO of Adamis. "Concurrently, we have implemented significant expense reduction measures including employee headcount reductions and pausing all product development programs. While engaged in this process, we continue to work closely with our commercial partner to continue the momentum of the ZIMHI launch and the return of SYMJEPI to the market. "There can be no assurance regarding the schedule for completion of the strategic review process, that this strategic review process will result in the Company pursuing any transaction or that any transaction, if pursued, will be completed." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/887247/000138713122011400/admp-10q_093022.htm 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: Agrees to Shorten Exclusivity Period -------------------------------------------------------- Aearo Technologies, LLC and its affiliates entered into a stipulation with some creditors to resolve their objections to the companies' bid to remain in control of their bankruptcy cases until early next year. The stipulation extends the companies' exclusive right to file a Chapter 11 plan to Feb. 21, and solicit votes on the plan to April 22. The companies originally proposed to extend the exclusive filing period and solicitation period to March 23 and May 23, respectively. The creditors, however, pressed the U.S. Bankruptcy Court for the Southern District of Indiana to shorten the time the companies can keep exclusive control of their bankruptcy. The creditors that opposed the exclusivity extension include personal injury claimants represented by the law firms of Tracey Fox King & Walters, Johnson Law Group, and Quinn Emanuel Urquhart & Sullivan, LLP; and one of the two official committees representing tort claimants. In their objections, the creditors argued the bankruptcy cases are not "large and complex" contrary to the companies' assertion. The other official committee, which represents tort claimants asserting claims related to the use of faulty respirators, did not oppose the extension and is not a signatory to the stipulation. Tracey and Johnson Law Group can be reached through: Martha R. Lehman, Esq. Amundsen Davis, LLC 201 North Illinois Street, Suite 1400 Indianapolis, IN 46024 Telephone: (317) 464-4100 Fax: (317) 464-4101 Email: mlehman@amundsendavislaw.com Quinn Group can be reached through: Patricia B. Tomasco, Esq. Joanna D. Caytas, Esq. Quinn Emanuel Urquhart & Sullivan, LLP 711 Louisiana, Suite 500 Houston, TX 77002 Telephone: (713) 221-7000 Facsimile: (713) 221-7100 Email: pattytomasco@quinnemanuel.com Email: joannacaytas@quinnemanuel.com -- and -- Adam Wolfson, Esq. Eric D. Winston, Esq. Quinn Emanuel Urquhart & Sullivan, LLP 865 S. Figueroa St., 10th Floor Los Angeles, CA 90017 Telephone: (213) 443-3000 Facsimile: (213) 443-3100 Email: adamwolfson@quinnemanuel.com Email: ericwinston@quinnemanuel.com -- and -- Matthew S. Hosen, Esq. Quinn Emanuel Urquhart & Sullivan, LLP 1109 1st Avenue, Suite 210 Seattle, WA 98101 Telephone: (703) 674-8231 Email: matthosen@quinnemanuel.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. Judge Jeffrey J. Graham oversees the cases. 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. The tort committee related to use of combat arms version 2 earplugs tapped Otterbourg P.C. and KTBS Law, LLP as bankruptcy counsels; Rubin & Levin, P.C. as Indiana counsel; Brown Rudnick, LLP and Caplin & Drysdale, Chartered as special counsels; Houlihan Lokey Capital, Inc. as investment banker; Province, LLC as financial advisor; and Stretto, Inc. as information agent. Meanwhile, the other committee is represented by the law firm of Rochelle McCullough, LLP. AFFILIATED PHYSICIANS: Hit Payment for TY 2020 Survives Dismissal ----------------------------------------------------------------- In the adversary case styled In Re: Affiliated Physicians and Employers Master Trust d/b/a Member Health Plan NJ. Affiliated Physicians and Employers Master Trust d/b/a Member Health Plan NJ, Chapter 11, Plaintiff, v. Department of Treasury, Internal Revenue Service, Defendant, Case No. 21-14286 (MBK), Adv. Pro. No. 22-01177 (MBK), (Bankr. D.N.J.), Chief Bankruptcy Judge Michael B. Kaplan grants in part the Motion to Dismiss Plaintiff's Adversary Complaint filed by the Defendant Department of Treasury, Internal Revenue Service. On June 28, 2022, an Adversary Complaint was filed, involving two parties: Affiliated Physicians and Employers Master Trust d/b/a Member Health Plan NJ's ("Plaintiff") and the Department of Treasury, Internal Revenue Service ("IRS"). The IRS asserts that the Plaintiff is a "covered entity," under the Patient Protection and Affordable Care Act ("ACA"), and thus is required to pay annual health insurance tax payments ("Hit Payment"). For tax years 2015, 2016, 2018 and 2020, the Plaintiff paid a total of $8,891,397 in Hit Payments. The Plaintiff is a non-profit, self-funded multiple employer welfare arrangement ("MEWA") under the provisions of the Employee Retirement Income Security Act and the Self-Funded Multiple Employer Welfare Arrangement Regulation Act and was registered annually with the New Jersey Department of Banking and Insurance ("NJ DOBI"). The Plaintiff seeks to challenge liability for these taxes and recover these Hit Payments through this adversary proceeding. Specifically, the Plaintiff seeks: (1) a finding that the Plaintiff is not a covered entity under the ACA (Count 1); (2) turnover of all previously collected Hit Payments (Count II); (3) recovery of any Hit Payments made within two years of the petition date that may be fraudulent transfers (Count III); (4) recovery of any Hit Payments made within four years of the Petition Date that may be fraudulent transfers (Count IV); and (5) recovery of any avoided transfers (Count V). The Plaintiff provides proof of the Hit Payments made in connection with tax years 2015, 2016, 2018, and 2020. The IRS does not contest receipt of these payments nor the date the Plaintiff made these payments. In its Motion to Dismiss, the IRS points out that "a bankruptcy court has jurisdiction over a Plaintiff's claim for tax refund if the Plaintiff has already filed a proper claim for refund with the IRS." The IRS asserts that the Court lacks subject matter jurisdiction because the Plaintiff failed to timely request a refund for tax years 2015, 2016, and 2018. The timeliness of tax refunds is governed by Section 6511(a) which provides that a "claim for credit or refund of an overpayment of any tax imposed by this title in respect of which tax the taxpayer is required to file a return shall be filed by the taxpayer within 3 years from the time the return was filed or 2 years from the time the tax was paid, whichever of such periods expires the later." Based on the longer statutory period — which is three-years — the Plaintiff needed to have filed its refund requests with the IRS no later than April 1, 2018 (for tax year 2015); March 21, 2019 (for tax year 2016); and April 9, 2021 (for tax year 2018). Undisputedly, the Plaintiff's Formal Refund Request—submitted on Dec. 17, 2021—was untimely for tax years 2015, 2016, and 2018. This leaves the refund request for tax year 2020 as the only remaining formal request at issue. Pursuant to statute, the Plaintiff has until 2023 or 2024 to file a refund request. Accordingly, this Court retains subject matter jurisdiction because the Plaintiff's time to file a refund request has not expired yet under the statute. In Count I, the Plaintiff argues that the Court has discretion to determine the Plaintiff's tax liability for tax years 2015, 2016, 2018 and 2020. The Court lacks jurisdiction to consider this claim as it pertains to tax years 2015, 2016, and 2018. The Plaintiff's primary argument is that "it is not a covered entity under the ACA because it is not an entity which provides health insurance," and, as a corollary, does not have tax liability for those years. The IRS counters that the Plaintiff is in fact a "covered entity" because the ACA's language is broad "and MEWAs do not fall within any of the exceptions listed in section 9010." Further, the IRS contends that even if this Court finds the language of the ACA ambiguous as to whether the Plaintiff is a "covered entity," this Court must give deference — pursuant to the dictates of the Supreme Court's holding in Chevron v. NRDC, Inc, 467 U.S. 837, 842-43 (1984) — to the IRS's interpretive ruling that MEWAs fall within the definition of a "covered entity." Because the Court does not have a sufficient factual record to determine the reasonability of the IRS's interpretation and application of 26 C.F.R. Section 57.2 to the ACA, the Court finds and concludes that the Plaintiff's refund request for tax year 2020 survives dismissal in so far as to allow the parties to develop a more expansive factual record to determine the legislative intent underlying the employed definition, including the scope of the phrase "engage in the business of insurance." In Count II, the Plaintiff seeks turnover of the Hit Payments. Pertinently, the crux of this entire proceeding is whether the Plaintiff is a "covered entity" as defined by the ACA. If the Court ultimately agrees with the IRS that the Plaintiff a "covered entity," then the Plaintiff's Hit Payments were proper. Conversely, if the Court finds that the Plaintiff is not a "covered entity," then perhaps the Plaintiff may recover these Hit Payments. Either way, the Hit Payments are in dispute and use of the turnover vehicle provided under Section 542 is inappropriate. As a result, the Court dismisses Count II for all tax years. In Counts III and IV, the Plaintiff seeks to avoid the Hit Payments made within two years of the Petition Date and made within four years of the Petition Date. Given that the applicable statutes provide only two-year and four-year reach-back periods, the payments at issue in this case are limited to the $3,174,786 Hit Payment for tax year 2018 and the $3,269,748 Hit Payment for tax year 2020. The remaining payments — for tax years 2015 and 2016 — are not subject to claw back as the payments made for these tax years fall outside of the two-year and four-year reach-back periods. The Court rules that the Plaintiff's remaining claim under Section 548 for the Hit Payment for tax year 2020 may go forward and the Plaintiff may be successful if all statutory criteria are satisfied, and this Court finds the Plaintiff is not a "covered entity" under the ACA. Alternatively, if this Court finds the Plaintiff is a "covered entity," then Plaintiff's Hit Payment for tax year 2020 is appropriate and, thus, not avoidable under Section 548. In Count V, the Plaintiff seeks recovery pursuant to 11 U.S.C. Section 550 to the extent any transfers are avoided under other sections of the Bankruptcy Code. To the extent the Plaintiff prevails in its position that is it not a "covered entity" — which means that it should not have been assessed the Hit Payments and succeeds in proving a claim under Section 548 — the Plaintiff may recover the value of the Hit Payment made for tax year 2020 pursuant to Section 550. However, since the Plaintiff's refund request for Hit Payments for tax years 2015, 2016, and 2018 were untimely, they are not recoverable under Section 550. A full-text copy of the Memorandum Opinion dated Nov. 15, 2022, is available at https://tinyurl.com/3ecajmm9 from Leagle.com. About Affiliated Physicians and Employers Master Trust Affiliated Physicians and Employers Master Trust (doing business as Members Health Plan NJ) sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 21-14286) on May 24, 2021. Lawrence Downs, chairman of Affiliated Physicians, signed the petition. In the petition, the Debtor disclosed total assets of $6,303,036 and total liabilities of $1,726,938. Judge Michael B. Kaplan oversees the case. Genova Burns, LLC serves as the Debtor's legal counsel and Withumsmith + Brown, PC as its accountant. Concord Management Resources, LLC, is the administrative service manager. AIBUY HOLDCO: Unsecureds to be Paid in Full in Joint Plan --------------------------------------------------------- AiBUY Holdco, Inc. and AiBUY Opco, LLC, as debtors and debtors in possession (collectively, the "Debtors"), filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement relating to Joint Chapter 11 Plan of Reorganization dated November 15, 2022. The Debtors' Chapter 11 Cases are being jointly administrated for procedural purposes. Prior to the Petition Date, the Debtors engaged CR3 Partners, LLC—a financial advisory firm with its primary office in Dallas, Texas—to consult with the Debtors regarding the comprehensive restructuring transaction contemplated in this Disclosure Statement and provide a Chief Restructuring Officer ("CRO"), Greg Baracato, to lead the Debtors' restructuring efforts. The Debtors are commencing this Solicitation to implement the comprehensive financial restructuring (the "Restructuring Transactions") developed via extensive negotiations involving the Debtors, CR3, and the Debtors' largest prepetition lender and majority shareholder, Stinv – Stocks Investment Limited ("Stinv" or, in its capacity as postpetition lender, the "DIP Lender") that will help ensure the Debtors have a clear path toward long-term viability. The Restructuring Transactions contemplate the Plan through which the Debtors will reorganize their balance sheets, leave operational obligations unimpaired, and provide material benefits to the majority of the stakeholders in these Chapter 11 Cases by paying all non-Stinv holders of Allowed Claims in full. The Restructuring Transactions also contemplate and relate to the Debtor-InPossession Loan and Security Agreement (the "DIP Loan Agreement") and the Interim Order (I) Authorizing Debtors to (A) Obtain Postpetition Financing and (B) Grant Liens and Superpriority Administrative Expense Claims; (II) Modifying Automatic Stay; (III) Setting A Final Hearing; and (IV) Granting Related Relief (the "DIP Order"), via which the DIP Lender has (1) agreed to provide the Debtors with $1.6 million in interim financing to fund the Debtors' operations expenses during these Chapter 11 Cases, and (2) agreed, subject to Court approval, to provide the Debtors with an aggregate amount of total financing of approximately $6.8 million (plus fees and costs, for a total of approximately $7 million) during the pendency of these Chapter 11 Cases (the "DIP Facility"). After extensive, arm's-length negotiations with Stinv, in its capacity as DIP Lender, the arrived at the Restructuring Transactions embodied in the Plan. Prior to the commencement of these Chapter 11 Cases, the Debtors generated no revenue via their business operations, and the Debtors have reached the end of their liquidity runway. As a result, the Debtors' failure to take action and pursue the Restructuring Transactions would likely result in damage to the Debtors' potential long-term success, to the detriment of all stakeholders. Ultimately, the Restructuring Transactions and the Plan represent the best alternative available to the Debtors after canvassing the market and considering all available options. Specifically, the Restructuring Transactions, the DIP Loan Documents, and the Plan all contemplate a series of transactions that will result in the (1) satisfaction of all outstanding unsecured indebtedness owed to non-Stinv parties, including approximately $5.4 million owed to various lenders through a series of Convertible Note Purchase Agreements and approximately $2.3 million, in the aggregate, in outstanding unsecured trade liabilities, (2) provision of approximately $6 million in new-money committed financing to fund the Debtors' businesses in and upon emergence from chapter 11, and (3) minimization of the time and administrative costs associated with the Debtors' Chapter 11 Cases. Upon emergence on the Effective Date, in exchange for the consideration provided by the DIP Facility and Plan Contribution (which will be used, inter alia, to fund the disbursements to non Stinv unsecured creditors contemplated by the Plan), Stinv will own 100% of the equity in AiBUY Holdco, which will retain its interest in AiBUY Opco. Upon consummation of the Restructuring Transactions, the Debtors will be positioned to further develop their intellectual property asset base and market their asset base in the e-commerce industry. Stinv has played a critically important role in (1) providing the DIP Facility to support the Debtors' continued viability and operations during these Chapter 11 Cases, (2) participating in negotiations that led to the formulation and development of the Restructuring Transactions and the Plan, and (3) agreeing to provide the Debtors with post-confirmation financing to fund the Debtors' operations after their emergence from chapter 11 (the "Exit Facility"). The Restructuring Transactions offer the Debtors the opportunity to take advantage of an efficient chapter 11 process to implement a balance sheet restructuring that addresses the Debtors' near-term liquidity and strengthens the Debtors through a significant reorganization, while allowing business operations to continue without interruption. This will enable the Debtors to maximize the value of their assets through further development and marketing and emerge from the Chapter 11 Cases in a position to pursue revenue generation and long-term growth. Class 4 consists of General Unsecured Claims against any Debtor. On the earlier of (i) the Effective Date and (ii) the date that is ten Business Days after the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, its Allowed General Unsecured Claim, except to the extent that a Holder of an Allowed General Unsecured Claim agrees to less favorable treatment of its Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall be paid in full in Cash from the General Unsecured Claim Satisfaction Pool Account. Class 4 is Unimpaired. Class 5 consists of all Interests in AiBUY Holdco. Each Allowed Interest in AiBUY Holdco shall be cancelled, released, and extinguished, and will be of no further force or effect and no Holder of Interests in AiBUY Holdco shall be entitled to any recovery or distribution under the Plan on account of such Interests. Class 6 consists of all Interests in AiBUY Opco. On the Effective Date, all Interests in AiBUY Opco shall be reinstated. Class 7 is Unimpaired. The Debtors shall fund distributions under the Plan, as applicable, with: (1) Cash on hand; (2) the Plan Contribution; (3) the New Common Equity; (4) the Exit Facility; and (5) the Restructured Stinv Note. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. A full-text copy of the Disclosure Statement dated November 15, 2022, is available at https://bit.ly/3Owrv23 from PacerMonitor.com at no charge. Proposed Counsel to Debtors: Holland N. O'Neil, Esq. Mark C. Moore, Esq. Stephen A. Jones, Esq. FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Telephone: (214) 999-3000 Facsimile: (214) 999-4667 Email: honeil@foley.com mmoore@foley.com sajones@foley.com About Aibuy Holdco Based in Texas, AiBUY Inc., also known as Cinsay Inc. [www.aibuy.io], enables a frictionless in-content shopping experience across the digital ecosystem. With 82 granted patents, the overlay technology powers an end-to-end e-commerce solution. AiBUY has integrated with leading e-commerce platforms such as Shopify, Salesforce, Magento and more, to power shoppable experiences for clients across sports, entertainment and lifestyle industries. An involuntary Chapter 11 petition has been filed against Aibuy Holdco Inc. (Bankr. N. Texas, Case No. 22-31737) on Sept. 23, 2022. The petitioners who assert $2.2 million in claims against the Debtor are Jon Gunderson, John Kutasi and Deposit Inc. The petitioners' counsel is Katten Muchin Rosenman, LLP. On Nov. 1, 2022, AiBUY Opco, LLC filed a voluntary petition for Chapter 11 protection (Bankr. N. Texas, Case No. 22-32077). The case is jointly administered with Aibuy Holdco's Chapter 11 case. Judge Stacey G. Jernigan oversees both cases. The Debtors tapped Foley & Lardner, LLP as legal counsel; CR3 Partners, LLC as restructuring advisor; and Stretto, Inc. as claims and noticing agent. Greg Baracato, a partner at CR3 Partners, serves as the Debtors' chief restructuring officer. AKOUSTIS TECHNOLOGIES: Posts $19.1-Mil. Net Loss in First Quarter ----------------------------------------------------------------- Akoustis Technologies, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $19.09 million on $5.56 million of revenue for the three months ended Sept. 30, 2022, compared to a net loss of $12.85 million on $1.87 million of revenue for the three months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $144.66 million in total assets, $57.97 million in total liabilities, and $86.68 million in total stockholders' equity. As of Sept. 30, 2022, the Company had cash and cash equivalents of $60.7 million and working capital of $60.0 million. The Company has historically incurred recurring operating losses and experienced net cash used in operating activities. Akoustis said in the filing that, "The Company expects cash and cash equivalents to be sufficient to fund its operations beyond the next twelve months from the date of filing of this Form 10-Q. These funds will be used to fund the Company's operations, including capital expenditures, R&D, commercialization of our technology, development of our patent strategy and expansion of our patent portfolio, as well as to provide working capital and funds for other general corporate purposes. Except for the $48.0 million of common stock remaining available to be sold under its ATM Sales Agreement with Oppenheimer & Co. Inc., Craig-Hallum Capital Group LLC, and Roth Capital Partners, LLC, the Company has no commitments or arrangements to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. "If the Company is unable to obtain additional financing in a timely fashion and on acceptable terms, its financial condition and results of operations may be materially adversely affected and it may not be able to continue operations or execute its stated commercialization plan." Management Commentary In a press release, Jeff Shealy, founder and CEO of Akoustis, stated, "Akoustis was able to achieve another quarter of record revenue and continued unit growth in the first quarter of fiscal 2023 despite the persistent macro challenges presented by COVID lockdowns, supply chain disruptions and semiconductor chip shortages. Our current growth is being driven largely by production ramps of our patented XBAW RF filter solutions to multiple customers across our diverse end markets, including Wi-Fi 6 and Wi-Fi 6E, 5G mobile and infrastructure, timing control, automotive and other markets." Mr. Shealy added, "As Akoustis manufactures its XBAW semiconductor chips exclusively in Upstate New York, USA, we believe we are an attractive candidate to receive funding from the recently passed CHIPS and Science Act of 2022. Such funding could position Akoustis to expand manufacturing to deliver billions of XBAW RF filter chips annually and enable the Company to service both tier-1 and tier-2 mobile companies for 5G smartphones, as well as other end markets, including 5G networks, high-frequency Wi-Fi devices, and other high-volume wireless markets." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1584754/000121390022071579/f10q0922_akoustis.htm About Akoustis Technologies Headquartered in Huntersville, NC, Akoustis Technologies, Inc. is focused on developing, designing, and manufacturing innovative RF filter products for the mobile wireless device industry, including for products such as smartphones and tablets, cellular infrastructure equipment, and WiFi premise equipment. Akoustis reported a net loss of $59.19 million for the year ended June 30, 2022, a net loss of $44.15 million for the year ended June 30, 2021, a net loss of $36.14 million for the year ended June 30, 2020, and a net loss of $29.25 million for the year ended June 30, 2019. ALLIANCE MECHANICAL: Seeks to Hire Flinton Smallwood as Accountant ------------------------------------------------------------------ Alliance Mechanical, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Flinton Smallwood, CPA, PC as its accountant. The firm's services include: a. assisting the Debtor in completing the migration of its financial records from Sage to QuickBooks; b. filing tax returns and preparing monthly operating reports and other financial reports required in the Debtor's Chapter 11 case; and c. providing general accounting and related support services needed to assist the Debtor in preparing and maintaining its books and records. The firm will bill $175 per hour for its services and will seek reimbursement for its out-of-pocket expenses. Tammy Smallwood, chief executive officer of Flinton Smallwood, disclosed in a court filing that the firm neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Tammy Smallwood, CPA Flinton Smallwood, CPA, PC 9400 N Broadway Extension Ste 520 Oklahoma City, OK 73114 Phone: 405-478-9595 Email: tammu@jayflintoncpa.com About Alliance Mechanical Alliance Mechanical, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-11002) on May 16, 2022, with up to $100,000 in assets and up to $500,000 in liabilities. Stephen J. Moriarty of Fellers, Snider, Blankenship, Bailey & Tippens serves as Subchapter V trustee. Judge Sarah A. Hall oversees the case. Gary D. Hammond, Esq., at Mitchell & Hammond and Flinton Smallwood, CPA, PC serve as the Debtor's legal counsel and accountant, respectively. AMERICAN EQUITY: Unsecureds to Get Share of Litigation Proceeds --------------------------------------------------------------- American Equity Advisory Group, LLC, submitted an Amended Plan of Reorganization pursuant to Subchapter V of Chapter 11 of Title 11 of the United States Code. American Equity is a privately held Florida limited liability company formed in July 2006 by Charles D. Oliver to provide retirement advisory services to individuals and businesses. In late 2018 the Debtor became entangled in the fallout surrounding Future Income Payments, LLC's ("FIP") implosion after FIP ran out of money to pay investors, and some of the Debtor's clients were adversely impacted as FIP abruptly ceased operating. Since Petition Date, the Debtor and Mr. Oliver have reached agreements with FIP Receiver and five of the FIP Clients. The settlements are incorporated into the Plan. Under the Plan, Class 2 Allowed Claims of the Unsecured Creditors, including any and all Claims of the FIP Clients, G1 (subject to the rights/obligations noted in the Global One Settlement), the SBA and the Asbury Plaintiffs, the Holders of Allowed Class 2 Claims will receive various payments and benefits described herein. First, subject to the lien, assignment rights, and priorities contained in the Asbury Settlement, all Allowed Class 2 Claims shall receive a Pro Rata share from the proceeds (after fees and costs), if any, from the District Court Litigation. Currently, there are competing motions for summary judgment under advisement. If Mr. Oliver and Debtor prevail on summary judgment only for negligence, they will pursue damages and recovery through settlement or litigation. Second, Mr. Oliver has also reached agreement in respect of 5 of the 7 suits by FIP Clients (the "FIP Settlements"). As part of the FIP Settlements, Mr. Oliver will execute a mutually agreed settlement agreement, provide truthful testimony in respect of the matters being litigated, and provide any documents in respect of the marketing of the FIP product. In return, the Plaintiffs as to the FIP Settlements have agreed to limit recovery in respect of Mr. Oliver to amounts distributed in the Plan and vote in favor of the Plan including the release in favor of Mr. Oliver. Third, Debtor and Mr. Oliver will perform according to the Asbury Settlement. Finally, G1 will receive the treatment described in the Global One Settlement. For avoidance of doubt, other than as provided in the Global One Settlement, the Debtor shall continue to be bound by the terms and obligations in the Promissory Note and Security Agreement entered into with G1 and all loan documents related thereto. Holders of Unsecured Claims would receive no distribution in Chapter 7 liquidation. Class 2 is impaired. The Plan contemplates that the Reorganized Debtor will continue to operate its reorganized business. The Plan Payments will be provided by Mr. Oliver or the net proceeds of the District Court Litigation. All cash in excess of operating expenses generated from operations until the Effective Date will be used for Plan Payments. Counsel for the Debtor: R. Scott Shuker, Esq. Mariane L. Dorris, Esq. SHUKER & DORRIS, P.A. 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 A copy of the Amended Plan of Reorganization dated Nov. 9, 2022, is available at https://bit.ly/3TxYGmK from PacerMonitor.com. About American Equity Advisory Group American Equity Advisory Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02889) on Aug. 12, 2022. The petition was signed by Charles D. Oliver as CEO and manager. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $10 million to $50 million in liabilities. R. Scott Shuker, Esq., at Shuker & Dorris, P.A., is the Debtor's counsel. AMYNTA AGENCY: Moody's Rates $150MM First Lien Term Loan 'B2' ------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to a $150 million first-lien term loan being issued by Amynta Agency Borrower, Inc. (Amynta, corporate family rating B3). Amynta will use the net proceeds from the offering to repay revolver borrowings and fund acquisitions. The rating outlook for Amynta is unchanged at stable. RATINGS RATIONALE According to Moody's, Amynta's ratings reflect its good market presence in US warranty products, particularly vehicle service contracts, as well as its growing managing general agency business and special risk services operations. The company has increased revenues both organically and through acquisitions over the past several years, while improving EBITDA margins. Amynta continues to focus on controlling costs, streamlining systems and enhancing data and analytics capabilities. The company provides a wide range of coverages and services to the insurance and warranty markets, also benefiting from the underwriting results of the business. These strengths are offset by the high debt load Amynta assumed when it was carved out from AmTrust Financial Services, Inc. (AmTrust), modest interest coverage and low free-cash-flow-to-debt ratio. Other credit challenges include the company's limited size and the still high, but declining, concentration of its insurance placements with AmTrust. Amynta also faces a challenging operating environment in its core warranty business, which continues to be affected by supply chain issues for autos, higher interest rates and the slowing US economy. Shortages of new and used vehicles have driven the costs of automobiles higher which could impact warranty claims. Giving effect to the proposed transaction, Moody's estimates that Amynta's pro forma debt-to-EBITDA ratio is around 7.5x, with (EBITDA – capex) coverage of interest between 1.5x- 2x and a free-cash-flow-to-debt ratio in the low-single digits. These metrics incorporate Moody's standard accounting adjustments for operating leases, contingent earnout obligations, run-rate EBITDA from completed acquisitions, and certain non-recurring costs and other items. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The following factors could lead to an upgrade of Amynta's ratings: debt-to-EBITDA ratio below 6x; (EBITDA - capex) coverage of interest exceeding 2x; free-cash-flow-to-debt ratio exceeding 5%; and ability to place business with a range of carriers and reduce the concentration with AmTrust. The following factors could lead to a downgrade of Amynta's ratings: debt-to-EBITDA ratio above 7.5x; (EBITDA-capex) coverage of interest below 1.2x; free-cash-flow-to-debt ratio below 2%. Moody's has assigned the following rating: $150 million incremental first-lien term loan B maturing in February 2025 at B2 (LGD3). The rating outlook for Amynta is unchanged at stable. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Based in New York City, Amynta writes warranty coverages for autos and other consumer products, and is a third-party administrator and managing general agent doing business with large manufacturers and retailers, small and mid-sized companies, and non-profit and government entities throughout the US and Canada. The company generated total GAAP revenue of over $1.1 billion during the 12 months ended September 30, 2022. Private equity sponsor Madison Dearborn Partners owns a 95% equity interest in Amynta, while management and employees own a 5% stake. ARCHDIOCESE OF NEW ORLEANS: Seeks Court OK to Sell Assets in Ch.11 ------------------------------------------------------------------ Stephanie Riegel of Nola reports that more than two years after filing for Chapter 11 bankruptcy protection in the face of mounting lawsuits related to past child sexual abuse, the Archdiocese of New Orleans is beginning to raise cash by selling some of its vast real estate holdings. Attorneys for the local Roman Catholic Church will ask a judge to allow two separate property transfers to move forward. One is the sale of a former 12-story office building at 1000 Howard Ave. to a Lafayette-based investor. The other is the sale of a parking lot on Loyola Avenue behind the Howard Avenue building. Together, the deals would generate nearly $10 million for the local church, and follow property sales totaling some $1.9 million earlier in the bankruptcy process. It's unclear how far the millions raised by the property sales will go to resolving the 450 abuse claims levied at priests and other clergy who served in the archdiocese. And it's also not known what other financial steps Archbishop Gregory Aymond and his advisers will take to pay off what is expected to be a multimillion-dollar settlement with abuse victims. That's in part because the case is still slowly unfolding in U.S. Bankruptcy Court, where some of the proceedings are kept from public view. When the New Orleans Catholic Church joined two dozen other U.S. archdioceses by filing for bankruptcy protection in May 2020, it listed $243 million in assets and $139 million in liabilities. At the time, Aymond said that the church, which serves 500,000 Catholics across 112 parishes, needed to seek Chapter 11 protection due to the mounting costs of abuse settlements and the fallout from the pandemic. Financial records have previously valued archdiocesan-owned buildings and land at some $70 million. But that estimate is likely significantly lower than what the properties would fetch on the market, because it is based on the prices that the archdiocese paid for the properties. It also does not include the value of real estate owned by individual churches and church-related entities. The church has not publicly listed the estimated market value of its more than 200 pieces of archdiocesan-owned real estate. The archdiocese declined to comment on the property sales or the bankruptcy proceedings more generally. Still, attorneys involved in the case see the pending sale of two downtown properties as a step forward in the bankruptcy case, though not an indication that a settlement with survivors is at hand. "We're glad they're doing it and they have consulted with us, but this doesn't mean there has been a settlement or that we're moving towards a settlement," said Jim, Stang, an attorney with Los Angeles-based Pachulski Stang Ziehl & Jones, which represents the committee for unsecured creditors in the case. Federal probe Bankruptcy cases typically move slowly. A case like that of the archdiocese, which is wrapped up in allegations of child sex abuse at the hands of priests, is no exception. Dozens of attorneys have spent the past two years arguing over whether the case should be dismissed because the archdiocese is not insolvent. They've also questioned how much information should be shielded from public view. There are also other complications. For instance, the FBI is investigating allegations that the former pastor of St. Peter Claver Catholic Church in Treme, who was removed from his post in 2021 after being accused of raping a child years earlier, may have misappropriated nearly $400,000 in parish funds. The archdiocese recently confirmed it is cooperating with the FBI in its probe of the matter, which came to light in an audit the church had fought to keep private. Archdiocese officials said that the incident is not related to the larger financial issues in the bankruptcy and that the alleged financial improprieties at St. Peter Claver are an isolated incident. The FBI also is looking into allegations stretching back decades that clergy may have taken children to other states to molest them, potentially in violation of federal anti-sex trafficking laws, The Associated Press has reported. The church had denied knowledge of that probe. Surplus property Amid the federal probes, attorneys in the bankruptcy case are trying to come up with a settlement plan to compensate the hundreds of sex abuse survivors who have filed claims against the church. Selling off property is a way to begin liquidating assets and raising funds for those settlements. To date, the church has completed the sale of just one major parcel, the former St. Elizabeth Ann Seton School Kenner, which a developer acquired at auction for nearly $1.9 million. The sale of the Howard Avenue properties is considerably larger and is a relatively easy way for the church to generate cash because it's surplus property, according to Stang. "It's a building they felt they didn't need anymore and given its condition, maintenance costs and the damage it suffered in hurricanes, it was excess," Stang said. "They need to raise cash and this was something that they apparently don’t need any more." The bankruptcy will allow the archdiocese to consolidate all of its historical abuse claims and attempt to move past them financially. But the process itself is expensive, noted Jason Berry, an author who has written extensively about the Catholic Church, the abuse crisis and church finances. "The church pays heavily to lawyers, cutting down the funds available to survivors, many of whom need the money to rebuild fractured lives," Berry said. New developments While the pending sales may not signal a settlement in the bankruptcy case, the deals are significant for what they mean for the potential redevelopment of Howard Avenue. Lafayette-based Triple or Nothing, LLC, signed a purchase agreement with the archdiocese earlier this year for $8.3 million to acquire the Howard Avenue midcentury modern office building, which includes an attached parking garage and a parking lot. Court records show the group has agreed to execute the sale by Dec. 30 and that a due diligence period expired Nov. 7, which means, with the court's blessing, the sale deal will go forward. Triple or Nothing, LLC is registered to Samer Mohd, a Lafayette investor who owns several businesses in Lafayette and several local investment properties in Mid-City and near Tulane Avenue. Commercial real estate broker Parker McEnery, whose firm is representing the archdiocese in liquidating its real estate assets, would not discuss specifics of Mohd’s plans for the building site. But he said the investor plans to redevelop the site into a hospitality concept that would be new to the market. "This would be a great deal for the Howard Avenue corridor," McEnery said. "It's a major redevelopment project." The other deal before the court is the sale of a parking lot located directly behind the Howard Avenue building. Local real estate development firm Mk RED has signed a purchase agreement to acquire the lot for $1.68 million, court records show. Mk RED declined to comment on the pending sale or the firm's plans for the property. But the firm's portfolio includes several multifamily developments in Mid-City, as well as redevelopments of older homes and buildings. About The Roman Catholic Church of the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans is a non-profit religious corporation incorporated under the laws of the State of Louisiana. On the Web: https://www.nolacatholic.org/ Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano & Company, Inc., is the claims agent. AVEANNA HEALTHCARE: Moody's Cuts CFR to Caa1 & 1st Lien Loans to B3 ------------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Aveanna Healthcare LLC including the Corporate Family Rating to Caa1 from B3 and the Probability of Default Rating to Caa1-PD from B3-PD. Moody's also downgraded the ratings of Aveanna's senior secured first lien revolving credit facility, term loan and delayed draw term loan to B3 from B2, as well as the rating of the senior secured second lien term loan to Caa3 from Caa2. There is no change to the Speculative Grade Liquidity Rating at SGL-3, signifying adequate liquidity. The rating outlook remains negative. The ratings downgrade reflects Moody's expectation for higher-than-expected financial leverage due to further deterioration in EBITDA expectations. Based on Aveanna's updated outlook, Moody's forecasts debt to EBITDA to be in excess of 11 times in the next 12 to 18 months. The continued weakness in EBITDA is predominantly driven by persistent nursing labor shortages, which have notably increased wage pressures for Aveanna. Social and governance risk considerations are material to the rating action. With respect to social risks, Aveanna is severely impacted by ongoing nursing labor shortages. With respect to governance, Aveanna's financial policies are very aggressive with the company maintaining high levels of debt following recent acquisitions. In addition, Aveanna continues to miss public earnings guidance over the past few quarters due to labor market challenges. Downgrades: Issuer: Aveanna Healthcare LLC Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured 1st Lien Delayed Draw Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured 2nd Lien Term Loan, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook Actions: Issuer: Aveanna Healthcare LLC Outlook, Remains Negative RATINGS RATIONALE Aveanna's Caa1 CFR reflects its very high financial leverage with debt/EBITDA that Moody's anticipates increasing to nearly 13 times in fiscal year 2022 (using Moody's standard adjustments) and remaining elevated at over 11 times in fiscal year 2023. Moody's anticipates that ongoing nursing labor shortages resulting in upward wage inflation will pressure Aveanna's earnings. The rating also reflects Aveanna's highly concentrated payor mix with significant Medicaid exposure, and meaningful geographic concentration in the states of California, Texas, and Pennsylvania. The rating benefits from Aveanna's leading niche position in the otherwise fragmented market of pediatric home health services, where it provides critical services to children and families, as well as its expanding presence in the home health and hospice segment. Moody's believes that the company's strategy to grow its home health and hospice businesses will benefit the credit profile through greater scale, increased service line, payor diversity and faster growth. The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's expectation that Aveanna will maintain adequate liquidity, demonstrated by declining cash balances and negative free cash flow over the next 12 to 18 months that is offset by $182 million of availability on its $200 million revolving credit facility that does not expire until 2026. The company also has $33 million available under its $175 million securitization facility. Moody's expects Aveanna will generate at least negative $15 million of free cash flow in 2023. Free cash flow incorporates the fact that the company is hedged against rapid rises in interest rates. Moody's expects Aveanna to maintain sufficient covenant cushion of at least 20 percent with the springing first lien net leverage covenant on the revolver, if triggered. The negative outlook reflects Moody's expectation that earnings will remain pressured and financial leverage will remain very high, as nursing labor shortages persist over the next 12 to 18 months. Aveanna's senior secured first lien credit facility, comprised of a $200 million revolving credit facility expiring 2026, $860 million term loan due 2028, and $200 million delayed draw term loan due 2028, is rated B3, one notch above the Caa1 Corporate Family Rating. This reflects the benefit of a layer of loss absorption provided by the $415 million second lien term loan due 2029, which is rated Caa3. ESG CONSIDERATIONS Aveanna's ESG credit impact score is very highly negative (CIS-5, previously CIS-4). The score reflects very highly negative exposure to governance risks (G-5, previously G-4), driven by the company's very aggressive financial policies, very high financial leverage and constant misses of public earnings guidance. The score also reflects highly negative exposure to social risks (S-4), primarily to human capital with outsized impacts from persistent clinical labor shortages. Lastly, the score reflects moderately negative exposure to environmental risks arising from physical climate risks with the company's large number of facilities concentrated in locations with elevated hurricane or wildfire risks such as California, Texas and Florida. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if nursing labor shortages materially subside such that EBITDA recovered significantly. Quantitatively, Moody's adjusted debt/EBITDA that is below 7.5 times could support an upgrade. The company would also need to materially improve its liquidity position to support an upgrade. The ratings could be downgraded if Aveanna experiences significant reimbursement reductions and/or further wage pressures. Ratings could be downgraded if Aveanna pursues more aggressive financial policies including significant debt-funded acquisitions. Ratings could also be downgraded if the prospects for a transaction that Moody's would deem a distressed exchange were to arise. Further weakening of liquidity or sustained negative free cash flow could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Atlanta, Georgia, Aveanna Healthcare LLC, is a leading provider of pediatric skilled nursing and therapy services, home health and hospice services, as well as medical solutions, such as enteral nutrition, respiratory therapy, and medical supply procurement. Aveanna completed an initial public offering in April 2021. As of September 30, 2022, private equity investors Bain Capital and J. H. Whitney retain a significant ownership interest in the company. Aveanna generated revenues of approximately $1.75 billion for the last twelve month period ended October 1, 2022. AXYEHHO CORP: Amends Eric Platero Claim Pay Details --------------------------------------------------- AXYEHHO Corporation submitted an Amended Disclosure Statement for the Amended Plan of Liquidation. The DIP is an entity that holds title to a single parcel of residential real property located at 2026 NE 32nd Avenue, Fort Lauderdale, FL 33305 (the "Property"). The Property was purchased on September 19, 2019, for $1,175,000.00. The DIP now files its Plan of Liquidation in an effort to obtain a confirmed Plan, a Plan which the DIP believes, in its best business judgment, will allow it to maximize the value of the DIP's assets for the estate, and allow the DIP to liquidate its assets in an efficient manner and in the best interest of the creditors of the estate. The DIP was forced to file its Chapter 11 Voluntary Petition in an attempt to preserve the value of its assets, and now plans to sell its Property within this Chapter 11 case. The DIP proposes a liquidation of all of its assets, for the benefit of its creditors, in its Plan of Liquidation. Class 1B consists of the Claim of Eric Platero, Trustee of the Eric Platero Declaration of Trust Dated December 2, 2004. Eric Platero, Trustee of the Eric Platero Declaration of Trust Dated December 2, 2004 ("Platero") is the holder of a promissory note secured by a mortgage collateralizing the Real Property ("Platero Note and Mortgage"), and a final judgment of foreclosure dated March 21, 2022. Platero filed Claim 3 in this case in the amount of $1,095,720.18 plus interest ("Claim 3"). During the pendency of this case, the DIP has coordinated with Platero to pay the DIP's insurance premium to renew insurance policies protecting the Real Property, in the amount of $28,538.40. The DIP has agreed not to object to Platero's Claim 3, and further agreed that Platero is entitled to reimbursement of his post-petition insurance advances, and post-petition interest and reasonable attorneys' fees in accordance with 11 U.S.C. § 506(b). Claim 3 will be paid in its Allowed Amount at the earlier of the closing of the sale of the real property or upon the Effective Date of the Plan from the proceeds of the sale of the Real Property. Claim 3 will be paid in its Allowed Amount at the earlier of the closing of the sale of the real property or upon the Effective Date of the Plan from the proceeds of the sale of the Real Property. This class is unimpaired. Irrespective of the foregoing, failure to pay the Claim 3 in full on or before January 1, 2023 shall grant Platero full relief from the automatic stay to enforce his state court rights under his promissory note, mortgage, and final judgment of foreclosure, consistent with the Court's Agreed Order Granting Relief from Automatic Stay for Cause, entered on October, 13, 2022. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 2 consists of General Unsecured Claims. The DIP will pay the general unsecured creditors, whose claims are not related to the Real Property, in full upon the Effective Date of the Plan. General Unsecured Creditors whose claims are not related to the Real Property total $4,461.61, and will be paid without interest. The DIP has reviewed the written agreement underlying the claim which entitles the holder to interest at the rate of 18% annually. This class is Impaired. * Class 3 consists of the Claims of Real Property Related Unsecured Creditors. Daniil Ageev and Roman Moor are the only Real Property related unsecured creditors. Notwithstanding any subsequently filed Proofs of Claims by these creditors, the USA's lien subsumes all equity in the Real Property, which is the only asset of the DIP. These claimants shall have claims in their Allowed Amounts, but shall receive no distribution in this case. In the event either of these creditors, or any other party in interest with knowledge of these proceedings and/or the criminal proceeding who wishes to assert a claim to any balance of the Real Property sale proceeds, must do so in connection with Case No. 1:21CR76-JJM-LDA, in the United States District Court, District of Rhode Island, or any related more specific forfeiture proceeding. This Class is Impaired. * Class 4 consists of the Equity Shareholders. The DIP's current sole shareholder and equity owner is Ekaterina Pushkarskaya. Upon confirmation of the DIP's Plan, Pushkarskaya will divest herself of any interest in the entity presently and/or formerly known as AXYEHHO Corporation. Pushkarskaya will abandon any interest in Axyehho and/or the DIP and will allow such entity to dissolve. Should the USA not succeed in recovering the full amount of net sales proceeds payable to the USA as described in Class 1(C), and the Class 3 creditors are paid in full, the balance of any funds not awarded to the USA nor paid to Class 3 creditors shall be paid to Pushkarskaya on account of her shareholder interest. The DIP will execute any and all documents necessary to liquidate its assets in accordance with the Plan. Pursuant to the prospective Order confirming the DIP's Plan, the DIP will execute a deed transferring all of its interest to the purchaser of the Real Property. Post-confirmation, the DIP will terminate all operations and activities, and dissolve with the Florida Secretary of State. A full-text copy of the Amended Disclosure Statement dated November 15, 2022, is available at https://bit.ly/3EQ0Qdk from PacerMonitor.com at no charge. About AXYEHHO Corporation AXYEHHO Corporation is engaged in activities related to real estate. AXYEHHO Corporation filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14717) on June 17, 2022. The petition was signed by Ekaterina Pushkarshkaya as president. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Scott M. Grossman presides over the case. Stephen Breuer, Esq., at Breuer Law, PLLC, is the Debtor's counsel. B&G FOODS: Moody's Lowers CFR to B3 & Senior Secured Debt to Ba3 ---------------------------------------------------------------- Moody's Investors Service downgraded the ratings of B&G Foods, Inc. including the company's Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, existing senior secured debt ratings to Ba3 from Ba2, and the existing senior unsecured notes ratings to Caa1 from B3. The SGL-3 Speculative Grade Liquidity Rating remains unchanged. The rating outlook is stable. The rating downgrades reflect Moody's expectation for debt/EBITDA (on a Moody's adjusted basis) to remain above 7.0x through 2023, driven by a weaker than expected EBITDA recovery over the next 12-18 months, as well as the liquidity pressure created by limited covenant headroom. Over the last year, B&G has faced significant supply chain disruptions and inflationary cost pressure across food inputs, energy, and other commodities. While these headwinds have moderated, costs remain elevated and supply chains remain fragile. B&G has increased prices across its portfolio, but these pricing benefits have lagged the increase in costs resulting in a drag on profits. Pricing is projected to catch up to costs in the fourth quarter of 2022, but with increasing risk that rising costs for consumers will contribute to consumers trading down to lower-priced items such as private label and continue to negatively affect volumes and manufacturing efficiency. In the third quarter ended October 1, 2022, B&G's revenue increased by 2.6% compared to the prior year, driven by 14.7% pricing/mix that was put in place to mitigate higher costs, mostly offset by a higher than expected -11.9% volume decline. The volume decline was mainly driven by price elasticity, supply chain challenges in the spices & seasonings business, and declines in Green Giant due to the exit of a low to no profit business in the dollar channel. Service levels have continued to improve in spices & seasonings, and Moody's expects operating performance to improve as B&G regains lost distribution. Moody's views the volume losses related to price elasticity as more of a risk in the upcoming 18 months as B&G's portfolio has high private label penetration and could face more volume pressure if additional pricing is required or consumer budgets tighten further. In response to weaker operating performance since mid-2021, B&G has focused on reducing leverage and improving free cash flow. On August 23, 2021, B&G entered into an "at-the-market" equity offering program to sell up to 7.5 million shares of common stock. Since the inception of the program, B&G has sold 6.5 million shares of common stock for gross proceeds of $179 million through the period ended October 1, 2022, with proceeds used primarily for repayment of outstanding amounts on the revolving credit facility that were borrowed to fund a significant cash flow deficit. Moody's does not expect material additional issuance near term given the significant decline in the stock price this year. Additionally, on November 9, 2022, B&G announced a 60% cut to its dividend that will reduce the annual dividend by roughly $80 million in 2023 compared to 2022. The annual dividend will be more manageable for B&G to service at an estimated 40% of cash from operations less capital expenditures in 2023, and more in line with larger food companies that pay dividends. B&G also announced its decision to divest the Back to Nature business (estimated sales of $50 million), and that it is reviewing the portfolio for other strategic asset sales, of which proceeds would likely be used to deleverage the balance sheet. From a financial policy standpoint, the company affirmed its net debt-to-EBITDA leverage target of 4.5x to 5.5x (based on the company's definition), although it is unlikely B&G will achieve that target over the next 18 months. Moody's views the dividend cut positively from a financial policy and free cash flow perspective, but given Moody's expectation of only modest EBITDA growth in 2023, deleveraging will be slow from an elevated level of 8.2x debt-to-EBITDA for the LTM period ended October 1, 2022 (on a Moody's adjusted basis). Deleveraging benefits of asset sales are also uncertain given challenging market conditions. The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: B&G Foods, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD2) from Ba2 (LGD2) GTD Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: B&G Foods, Inc. Outlook, Remains Stable RATINGS RATIONALE The B3 Corporate Family Rating reflects B&G's high financial leverage and relatively aggressive financial policies, highlighted by large dividend payments and the periodic use of debt to fund potentially large acquisitions. The rating also reflects B&G's small scale relative to more highly rated industry peers, its acquisitive growth strategy, and earnings vulnerability to higher commodity, energy, freight, and labor costs. B&G's willingness to pay a significant dividend (aggregate dividends over the last four fiscal year years have been greater than 100% of its cash from operations less capital expenditures, partially because of significant increases in working capital) has limited the company's ability to reduce debt and leverage with internal cash flow generation. In response to weaker operating performance and elevated debt-to-EBITDA leverage of 8.2x for the LTM period ended October 1, 2022 (on a Moody's adjusted basis), B&G announced a 60% cut to its annual dividend on November 9, 2022, which will reduce the annual dividend by roughly $80 million in 2023 compared to 2022. B&G's credit profile benefits from relatively high margins, a broad food product portfolio with low cyclical demand volatility, and a largely successful track record of integrating acquisitions. B&G's SGL-3 speculative grade liquidity rating reflects Moody's expectation that the company will maintain adequate liquidity over the next twelve months. For the year-to-date period ended October 1, 2022, free cash flow was negative $165 million, which includes $99 million of dividends and a significant working capital cash outflow driven primarily by higher inventory costs. Moody's projects free cash flow (net of dividends) of positive $20-30 million in the fourth quarter driven by a seasonal working capital cash benefit, resulting in full year projected free cash flow of roughly negative $135-145 million in 2022. Moody's projects free cash flow to turn positive in 2023 to $70-80 million, with the roughly $215 million swing year over year driven by less drag from working capital, lower cash dividends, and a modest EBITDA improvement. The company benefits from no mandatory term loan amortization. The company's liquidity is supported by $483 million of availability on its $800 million revolving credit facility and $60 million of cash on the balance sheet as of October 1, 2022. Low covenant headroom negatively limits revolver availability to an estimated $50-100 million. While there are no financial maintenance covenants under the term loan, the revolving credit facility has financial maintenance covenants, including a minimum consolidated interest coverage ratio (EBITDA-to-interest) of 1.75x throughout the life of the agreement and a maximum consolidated net leverage ratio test (net debt-to-EBITDA as defined by the lenders). B&G amended the net leverage covenant in the second quarter of 2022, increasing the maximum net leverage from 7.0x to 7.5x for the quarter ended July 2, 2022, then to 8.0x for the quarter ending October 1, 2022, through the quarter ending September 30, 2023, then decreasing to 7.5x for the quarter ending December 30, 2023, before returning to 7.0x thereafter. Headroom under the net leverage covenant was approximately 0.2x (per the credit agreement defined calculation) at the end of the third quarter ended October 1, 2022 and Moody's projects headroom to remain limited throughout the projection period. There are no meaningful debt maturities until the $900 million senior notes mature in April 2025. The $800 million revolving credit facility expires in December 2025, but the maturity springs to 90 days prior to the maturity of the 2025 senior notes if the notes are not addressed by that date (January 2025). Moody's believes the company could sell a brand in the future as an alternate source of liquidity if necessary. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that B&G will maintain debt-to-EBITDA leverage in the 7-8x range (on a Moody's adjusted basis) over the next 12-18 months, as EBITDA benefits from pricing catching up to costs, and supply chain performance continues to improve. The stable outlook also reflects Moody's expectation that the company will maintain at least adequate liquidity over the next 12 months, supported by its expectation that B&G will generate positive free cash flow as working capital needs are expected to moderate. Moody's also assumes in the stable outlook that the company would obtain a covenant amendment if necessary. A rating upgrade could occur if B&G is able to improve operating performance, including sustained organic revenue growth, higher profitability, and improved liquidity, highlighted by positive free cash flow generation and increased covenant headroom. B&G would also need to sustain debt/EBITDA below 7.0x. A rating downgrade could occur if cost pressures, supply chain challenges, or volume declines continue to reduce earnings, liquidity deteriorates, refinancing risk increases, or the financial policy becomes more aggressive. A downgrade could also occur if EBITDA less capital spending-to-interest is sustained below 1.5x, or free cash flow fails to improve meaningfully. ESG CONSIDERATIONS ESG considerations have a highly negative credit impact (CIS-4) on B&G's rating. The CIS score reflects the weight placed on B&G's aggressive financial strategy as the company operates with high leverage, pursues debt financed M&A, and pays a dividend that limits its ability to pay down debt. B&G is also moderately negatively exposed to environmental and social risks. B&G's credit exposure to environmental risks is moderately negative (E-3). Moderately negative exposure to natural capital risks reflects the company's reliance on many agricultural inputs (including corn, peas, broccoli, oils, and others) that require use of land and fertilizers that could harm the environment, and which could additionally be affected by climate change. B&G also has moderately negative exposure to waste and pollution risks as the company creates waste in food manufacturing, packaging, and disposal. Regulations and consumer preferences are likely to evolve to reduce packaging or improve recyclability or biodegradability of packaging, which could increase the cost of compliance in the future. To manage its environmental impact, B&G is in the process of increasing its landfill diversion rates across its facilities. The company also has various initiatives to increase energy efficiency and limit its contribution to direct and indirect carbon emissions. B&G's credit exposure to social risks is moderately negative (S-3). Moderately negative exposure to customer relations and responsible production risks reflects the need to invest in product development and marketing to maintain relevance with consumers and minimize exposure to potential litigation related to product labeling, marketing, recalls, and contamination. B&G's brand concentration in Green Giant also exposes the company to brand perception risk related to these issues. B&G is also moderately negatively exposed to demographic and societal trends as its portfolio is primarily made up of center of the store categories that have historically generated weak organic growth as consumers have increasingly shifted to fresh products and private label. The lower organic growth profile has driven B&G to invest in innovation and pursue an acquisitive strategy to drive revenue growth. Moderately negative health & safety risks reflect B&G's exposure as a food manufacturer to protect employees from workplace injuries and from health concerns that could arise from contact with raw materials and chemicals. B&G's credit exposure to governance risks is highly negative (G-4). This reflects B&G's high tolerance for risk, as the company maintains high leverage, pursues debt financed M&A, and pays a dividend that limits financial flexibility. While the company's net debt-to-EBITDA leverage target of 4.5x to 5.5x (based on the company's definition) creates some discipline around its capital allocation strategy, it generally operates above that range due to M&A. B&G's strong commitment to its shareholders, as reflected by its relatively high dividend payout, diverts a meaningful portion of its cash flow away from debt reduction. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. B&G Foods, Inc. ("B&G", NYSE: BGS) based in Parsippany, New Jersey, is a publicly traded manufacturer and distributor of a diverse portfolio of largely branded, shelf-stable food products, many of which have leading regional or national market shares in niche categories. The company also has a significant presence in frozen food following the 2015 acquisition of Green Giant and maintains a small presence in household products. B&G's brands include Green Giant, Le Sueur, Crisco, Ortega, Clabber Girl, Maple Grove Farms of Vermont, Cream of Wheat, Dash, Victoria, Back to Nature, B&G, among others. B&G sells to a diversified customer base including grocery stores, mass merchants, warehouse clubs, dollar stores, drug stores, the military and other foodservice outlets. B&G generated net sales for the twelve months ended October 1, 2022, of approximately $2.1 billion. BITTER CREEK WATER: Case Summary & 10 Unsecured Creditors --------------------------------------------------------- Debtor: Bitter Creek Water Supply Corporation 2803 E. Broadway Sweetwater, TX 79556 Business Description: The Debtor is water supplier in Sweetwater, Texas. Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-10137 Debtor's Counsel: Lynn Hamilton Butler, Esq. HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: 512-479-9758 Email: lynn.butler@huschblackwell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeff Posey as president. A copy of the Debtor's list of 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DKXBJII/Bitter_Creek_Water_Supply_Corporation__txnbke-22-10137__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5FPAF6A/Bitter_Creek_Water_Supply_Corporation__txnbke-22-10137__0001.0.pdf?mcid=tGE4TAMA BOTEILHO HAWAII: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Boteilho Hawaii Enterprises, Inc. DBA Cloverleaf Dairy 55-297 Upolu Airport Rd Hawi, HI 96719 Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court District of Hawaii Case No.: 22-00827 Judge: Hon. Robert J. Faris Debtor's Counsel: Chuck C. Choi, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel: 808-533-1877 Fax: 808-566-6900 Email: cchoi@hibklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Edward Boteilho, Jr., as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/S2G2MKI/BOTEILHO_HAWAII_ENTERPRISES_INC__hibke-22-00827__0001.0.pdf?mcid=tGE4TAMA BRAZOS ELECTRIC: Judge Considers Chapter Plan Better Than Expected ------------------------------------------------------------------ Rick Archer of Law360 reports that a Texas bankruptcy judge Monday, November 14, 2022, approved a Chapter 11 plan for Brazos Electric Power Cooperative Inc. that settles billions of dollars in claims both against and by the electricity supplier, saying it was "so much better" than what he had pictured for the cooperative. Brazos Electric Power Cooperative, the largest power cooperative in Texas, has filed a Plan that provides for a $1.4 billion payment to the Electric Reliability Council of Texas (ERCOT) to end a dispute over energy price hikes during a severe 2021 winter storm that left millions of Texans without power for days. The co-op will pay $1.1 billion upon emerging from bankruptcy, with additional deferred payments. Brazos had filed for bankruptcy protection in March 2021, after receiving a $2.1 billion bill from ERCOT. Brazos' Chapter 11 plan would pay other unsecured creditors 89.5% of what they are owed, and it would set up a hardship fund for energy consumers struggling with bills related to the 2021 winter storm. Brazos intends to sell its energy generation facilities and reorganize as an energy transmission business, according to the Chapter 11 plan. About Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Brazos Electric filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the case. The Debtor tapped Norton Rose Fulbright US, LLP as bankruptcy counsel, Foley & Lardner LLP and Eversheds Sutherland US LLP as special counsel, Collet & Associates LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West & Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC serve as special litigation counsel. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's case on March 15, 2021. The committee is represented by the law firms of Porter Hedges, LLP and Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc., and Lazard Freres & Co. LLC serve as the committee's financial advisor and investment banker, respectively. CAESARS ENTERTAINMENT: S&P Raises Sec. Term Loans Rating to 'BB-' ----------------------------------------------------------------- S&P Global Ratings raised the issue-level rating on the senior secured term loans and notes issued at Caesars Entertainment Inc.'s (Caesars) subsidiary, Caesars Resort Collection (CRC), to 'BB-' from 'B+' and revised the recovery rating on this debt to '1' from '2'. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. S&P said, "We also raised our issue-level rating on Caesars' senior unsecured notes to 'B-' from 'CCC+' and revised the recovery rating on the notes to '5' from '6'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. The upgrades reflect a lower amount of secured debt outstanding at CRC in our hypothetical default scenario because of the repayment of approximately $1.6 billion of CRC's term loans with asset sale proceeds and a new term loan issued by parent Caesars and the retirement of CRC's $1 billion revolving credit facility, which we assumed was 85% drawn in our hypothetical default scenario. In October, Caesars amended its credit agreement and entered into a new $750 million term loan, the proceeds of which were used to repay a portion of CRC's term loan, and increased its revolving credit facility (not rated) to $2.3 billion." All other ratings on Caesars, including S&P's 'B' issuer credit rating, are unchanged. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors: -- S&P raised its issue-level rating on CRC's secured debt to 'BB-' from 'B+' and revised the recovery rating to '1' from '2'. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. -- S&P raised its issue-level rating on Caesars' unsecured notes, composed of $1.6 billion senior notes due 2027 and $1.2 billion senior notes due 2029, to 'B-' from 'CCC+' and revised the recovery rating to '5' from '6'. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. -- S&P's issue-level rating on Caesars' $3.4 billion senior secured notes remains 'B'. The recovery rating is '4', reflecting its expectation for average (30%-50%; rounded estimate: 40%) recovery. Simulated default assumptions -- S&P's simulated default scenario assumes a default by 2025, in line with its typical time to default for 'B' rated issuers, driven by prolonged economic weakness or significantly greater competitive pressures in the company's various markets and in the online gaming segment, or both. -- S&P assumes a gross enterprise value at emergence of $9.6 billion, calculated by applying a 7x multiple to our estimated EBITDA at emergence. S&P uses a multiple that is at the high end of our range for leisure companies to reflect the combined company's good scale and geographic diversity in the U.S. and its favorable competitive position given it has the largest player loyalty program in the country. -- S&P assumes about 77% of the gross enterprise value at default is attributable to CRC's properties, about 21% to Caesars' legacy Eldorado properties, and about 2% to Caesars Forum convention center based on our forecast for combined EBITDAR. -- CRC does not guarantee Caesars' debt and therefore Caesars' debt at default will primarily be satisfied by value at Caesars. -- S&P assumes that residual value from CRC would be available to satisfy Caesars' unsecured claims and pari passu secured deficiency claims. -- It is also S&P's understanding that Caesars guarantees the $400 million Forum convention center loan. Therefore, S&P assumes any claims on the Forum convention center loan that are not covered by the value we attribute to the Forum are covered by value at Caesars and rank pari passu with Caesars' secured debt. -- S&P assumes Caesars' $2.3 billion revolver is 85% drawn at default. Simplified waterfall -- Emergence EBITDA: $1.4 billion -- EBITDA multiple: 7x -- Gross enterprise value: $9.6 billion -- Net enterprise value after administrative expenses (5%): $9.1 billion -- Value attributable to CRC: $7.0 billion -- Estimated CRC secured debt claims at default: $5.6 billion --Recovery range: 90%-100% (rounded estimate: 95%) -- Residual value from CRC available to satisfy Caesars' unsecured debt claims and pari passu deficiency claims: $1.4 billion -- Value attributable to the Forum convention center: $0.2 billion -- Estimated Forum convention center claims at default: $0.4 billion -- Estimated Forum convention center deficiency claims: $0.2 billion -- Value attributable to Caesars' secured debt claims: $1.9 billion -- Pro rata share of CRC's residual value: $0.8 billion -- Total value available to Caesars' secured debt claims: $2.7 billion -- Estimated Caesars secured debt claims and Forum deficiency claims at default: $6.2 billion --Recovery range: 30%-50% (rounded estimate: 40%) -- Pro rata share of CRC's residual value available to Caesars' unsecured debt claims: $0.6 billion -- Estimated Caesars unsecured debt claims and pari passu secured Caesars' claims: $2.9 billion --Recovery range: 10%-30% (rounded estimate: 15%) Note: All debt amounts include six months of prepetition interest. CAMBRIDGE ESTATES: Taps Sacks Tierney as Bankruptcy Counsel ----------------------------------------------------------- Cambridge Estates Homeowners' Association received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Sacks Tierney, PA as its bankruptcy counsel. The firm's services include: a. advising and assisting Cambridge with respect to the obligations and limitations imposed upon it as debtor in bankruptcy; b. advising the Debtor with respect to the continued operation of its business while in bankruptcy; c. advising the Debtor with respect to the treatment of claims against its bankruptcy estate and the assumption or rejection of executory contracts; d. preparing pleadings and applications and attending all hearings and examinations necessary to the proper administration of the Debtor's bankruptcy case and any related proceedings; e. advising and assisting in the formulation and presentation of a plan of reorganization; and f. any other necessary action concerning any matters. The firm will charge these hourly fees: Shareholders $395 - $545 per hour Associates $275 - $345 per hour Paralegals $190 - $235 per hour Wesley Ray, Esq., a shareholder of Sacks Tierney, 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: Wesley D. Ray, Esq. Sacks Tierney, PA 4250 N. Drinkwater Blvd., 4th Floor Scottsdale, AZ 85251-3693 Telephone: (480) 425-2600 Facsimile: (480) 970-4610 Email: ray@sackstierney.com About Cambridge Estates Homeowners' Association Cambridge Estates Homeowners' Association sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz, Case No. 22-07438) on Nov. 4, 2022, with up to $1 million in assets and up to $50,000 in liabilities. Judge Brenda K. Martin oversees the case. Wesley Denton Ray, Esq., at Sacks Tierney P.A. represents the Debtor as counsel. CASA SYSTEMS: Moody's Cuts CFR & Senior Secured Term Loan to Caa1 ----------------------------------------------------------------- Moody's Investors Service downgraded Casa Systems, Inc.'s ratings, including the Corporate Family Rating to Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD, and senior secured term loan due 2023 (Term Loan) to Caa1 from B3. Reflecting the weak liquidity, Moody's lowered the Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-2. The outlook is negative. The downgrade of the ratings reflects Moody's concern that Casa will be unable to refinance the Term Loan prior to maturity (December 20, 2023) on commercially viable terms due to the challenging refinancing market for leverage loans and Casa's weak operating metrics and deteriorated liquidity. Given the unsustainable debt capital structure, there is an elevated risk that Casa will either purchase the remaining Term Loan at a large discount to principal or exchange the Term Loan for a reduced financial obligation over the next year. Moody's would likely view either transaction as a distressed exchange, which Moody's treats as a default. Moody's recognizes that Casa is taking steps to address the impending Term Loan maturity. These steps include the purchase of $41.7 million principal amount of the Term Loan on November 2, 2022 at only a modest discount to the face amount. Casa paid $39 million in cash to retire this portion of the Term Loan. Casa has also engaged an investment banking firm to seek alternative sources of financing to meet the upcoming maturity. Moody's views positively Verizon Ventures LLC's $39.5 million purchase of a 9.9% equity stake in Casa on April 18, 2022, combined with a multi-year license agreement for Casa's 5G Core Network Functions software. Moody's views the equity purchase and license as indicative of Verizon's confidence in Casa's long term viability to support Verizon's Mobile Edge Compute technology. The announcement in August of the partnership with Google Cloud for integrated Casa cloud-native software with Google's service offerings provides further evidence of market confidence in Casa's viability and capacity to execute. Moody's anticipates increasing revenues over the next year, albeit from the low current level, on improving supply of semiconductor chips and reduced frequency of COVID-19 related shutdowns at Casa's manufacturing service providers. The improved supply situation will allow Casa to execute on its orders and backlog, which have been delayed due to the supply constraints. Moody's anticipates a continuation of the recent revenue growth from the cable multiple system operator (MSO) customers over the next year. However, fulfilling the backlog will require significant working capital utilization which will further limit the company's operating flexibility. Issuer: Casa Systems, Inc. Downgrades Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-2 Senior Secured Term Loan, Downgraded to Caa1 (LGD4) from B3 (LGD3) Issuer: Casa Systems, Inc. Outlook Actions Outlook, Changed to Negative from Stable RATINGS RATIONALE The Caa1 CFR reflects the unsustainable debt capital structure due to the depressed revenues, which has resulted in negative EBITDA (Moody's adjusted) and thus very high financial leverage. Casa's revenues have declined due to the company's inability to fully supply customer demand. This stems from supply chain constraints that began in 2021 due to semiconductor chip shortages and periodic COVID-19 related manufacturing shutdowns. Casa's small revenue scale also negatively impacts the credit profile, since it magnifies the impact of the cyclical infrastructure spending pattern of Casa's large customers, causing revenue volatility within segments. Given the anticipated improvement in the supply situation and continued customer demand for Casa's products, Moody's expects that revenues will gradually recover, with annual revenues approaching $325 million, and EBITDA and free cash flow will become modestly positive over the next 12 to 18 months. Moody's expects that Casa will continue to benefit from the increasing bandwidth demands on telecom and cable system infrastructure due to 5G, IoT, remote work, streaming, and online gaming, which are driving demand for Casa's products for network upgrades. The negative outlook reflects Moody's view of the heightened probability of a near term default. The Caa1 rating on the Term Loan reflects the seniority of this debt instrument in the capital structure. The Caa1 rating also reflects the collateral package and the loss absorption provided by the unsecured liabilities. Collateral includes a first priority interest in Casa's assets and those of certain of its subsidiaries, and a stock pledge of certain other subsidiaries. Casa's weak Speculative Grade Liquidity (SGL) rating of SGL-4 reflects the company's weak liquidity. Although Casa had cash of $193.5 million as of September 30, 2022 ($153.5 million proforma for the November 2nd Term Loan purchase), the company's Term Loan outstanding amount totaled nearly $276 million ($234.3 million proforma). Moody's expects that Casa will not generate sufficient cash flow over the next year to repay the Term Loan at maturity on December 20, 2023. Moreover, Moody's believes that Casa will be challenged to refinance the Term Loan on commercially viable terms prior to maturity due to the company's weak credit metrics and currently limited liquidity in the leveraged loan market. Casa does not have a revolving credit facility to provide an alternative source of liquidity. Casa's ESG Credit Impact Score is highly-negative (CIS-4). This reflects the highly-negative governance risks, which include concentrated ownership and financial policies that have lead to high financial leverage. Environmental and social risks are moderately negative, reflecting the longer-term environmental risks of Casa's manufacturing partners. The moderately-negative social risks reflect Casa's dependence on highly skilled technical and engineering talent characteristic of the Semiconductor & Technology Hardware sector broadly. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: Casa refinances the Term Loan within the next several quarters Casa demonstrates consistent revenue growth and strengthening free cash flow Free cash flow (FCF) to debt (Moody's adjusted) is sustained above 5% The ratings could be downgraded if: Fails to refinance the Term Loan by September 2023 Revenues continue to decline and FCF remains negative Cash to reported debt declines below 30% Casa Systems, Inc., based in Andover, Massachusetts, provides networking products and services to the cable, wireless, and telecommunications service provider industries. Products include Converged Cable Access Platform (CCAP) equipment, distributed and virtual networking solutions, and fixed wireless networking equipment. Casa became a public company in December 2017 but remains majority owned and controlled by including Summit Partners, Jerry Guo (Chairman and Chief Executive Officer), and former shareholders and insiders, who collectively own over 60% of the shares as of September 30, 2022. The principal methodology used in these ratings was Diversified Technology published in February 2022. CATHOLIC HEALTH: Moody's Lowers Rating to Caa2, Outlook Negative ---------------------------------------------------------------- Moody's Investors Service downgraded Catholic Health System's (NY) rating to Caa2 from B1. The outlook is negative. The system has approximately $364 million in par amount of debt outstanding. RATINGS RATIONALE The downgrade of Catholic Health System (CHS) to Caa2 reflects material cashflow losses that will likely cause a covenant breach in fiscal 2022, which would be an event of default and would allow bondholders to accelerate principal. In this event, Moody's estimation is that the recovery value on the bonds could be less than 100% reflecting a continuation of significant cash declines, even if one-time cash infusions somewhat slow the pace. Despite progress reducing agency costs and ramping up net hires, it will be difficult to reduce cashflow losses quickly given labor challenges amid national shortages and the costs of the new union contract as well as volumes that remain well below pre-pandemic levels. Inpatient and outpatient volumes have been affected by the disproportionately severe impact of the pandemic in western New York and multiple state imposed restrictions on elective surgeries. Additionally, CHS faced clinical disruptions due to a prolonged union strike last year and lack of adequate anesthesiology coverage for part of this year. Despite these challenges, CHS' size, service lines, and physician alignment make it an essential health system in western New York as one of two primary providers in the region. Also, the system expects to benefit from the expansion of surgery centers and investments in Niagara County. RATING OUTLOOK The negative outlook reflects the risk of bond acceleration and the potential for materially less than 100% recovery on the bonds. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Material and sustained improvement in operating cashflow margin Significant growth in unrestricted investments Improvement in leverage metrics FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Continuation of recent cash burn rate Filing for bankruptcy protection and/or liquidation Bondholder recovery materially less than 100% LEGAL SECURITY Legal security for the bonds is a gross receipts pledge as well as mortgage liens and security interests in certain properties, including some of the acute care campuses of the obligated group. The MTI obligations are secured by the mortgages only for so long as the Series 2012, Series 2015 and Series 2022 bonds remain outstanding. The obligated group, which is 92% of system revenue, consists of Catholic Health System, Inc. (parent), Mercy Hospital of Buffalo, Sisters of Charity Hospital of Buffalo, Kenmore Mercy Hospital, Mount St. Mary's Hospital of Niagara Falls, McAuley Seton Home Care Corporation, and Niagara Homemaker Services, Inc. d/b/a Mercy Home Care. The largest entity not included in the obligated group is Trinity Medical WNY, P.C., which is the corporation that employs physicians. The MTI allows a substitution of notes if certain ratings tests are met; such substitution could result if a substantial change to security. PROFILE Catholic Health System serves the residents of Buffalo, New York and surrounding areas in Erie and Niagara Counties. The system includes four acute-care hospitals on five campuses, primary care and diagnostic centers, long-term care facilities, home care agencies and other healthcare services. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. CEDIPROF INC: Seeks Approval to Hire C. Conde & Assoc. as Counsel ----------------------------------------------------------------- Cediprof, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire the Law Offices of C. Conde & Assoc. as its counsel. The firm's services include: a. advising the Debtor with respect to its duties, powers and responsibilities in the bankruptcy case under the laws of the U.S. and Puerto Rico; b. advising the Debtor to determine whether a reorganization is feasible and, if not, helping the Debtor in the orderly liquidation of its assets; c. assisting the Debtor in negotiations with creditors for the purpose of arranging the orderly liquidation of assets and proposing a viable plan of reorganization; d. preparing legal papers; e. appearing before the bankruptcy court or any court in which the Debtor asserts a claim interest or defense directly or indirectly related to the bankruptcy case; f. providing all notary services; g. performing other necessary legal services; and h. employing other professionals, if necessary. The firm's hourly rates are as follows: Carmen Conde Torres, Esq. $350 per hour Associates $300 per hour Junior Attorney $275 per hour Clerical Services $150 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. The retainer fee is $20,000. Carmen Conde Torres, Esq., a partner at C. Conde & Assoc., 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. C. Conde & Assoc. can be reached at: Carmen D. Conde Torres, Esq. Law Offices of C. Conde & Assoc. 254 San Jose Street, 5th Floor Old San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 Email: condecarmen@condelaw.com About Cediprof Inc. Cediprof, Inc. is a company in Caguas, P.R., which develops, manufactures, supplies and distributes finished dosage forms of pharmaceutical products. Cediprof filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-03198) on Nov. 4, 2022, with $10 million to $50 million in both assets and liabilities. Carmen D. Conde Torres, Esq., at the Law Offices of C. Conde & Assoc. and RSM Puerto Rico as legal counsel and accountant, respectively. CEDIPROF INC: Seeks Approval to Hire RSM Puerto Rico as Accountant ------------------------------------------------------------------ Cediprof, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire RSM Puerto Rico as its accountant. The firm's services include: (a) preparation or review of monthly operating reports required by the bankruptcy court; (b) reconciliation of proofs of claim; (c) preparation or review of the Debtor's projections; (d) analysis of profitability of the Debtor's operations; (e) assistance in the development or review of plan of reorganization or disclosure statement; (f) consultation on strategic alternatives and developments of business plans; and (g) any other consulting and expert witness services relating to various bankruptcy matters such as insolvency, feasibility, and forensic accounting, as necessary. The firm will be compensated as follows: Doris Barroso-Vicens $250 per hour Partner $200 - $300 per hour Managers $145 - $184 per hour Seniors $75 - $90 per hour Staff $65 - $75 per hour The hourly rates increase at approximately 10 percent every June 1. The firm has required a retainer in the amount of $5,000. As disclosed in court filings, RSM Puerto Rico neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Doris Barroso-Vicens RSM Puerto Rico, Certified Public Accountants and Consultants Postal Address: P.O. Box 10528 San Juan, PR 00922-0528 About Cediprof Inc. Cediprof, Inc. is a company in Caguas, P.R., which develops, manufactures, supplies and distributes finished dosage forms of pharmaceutical products. Cediprof filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-03198) on Nov. 4, 2022, with $10 million to $50 million in both assets and liabilities. Carmen D. Conde Torres, Esq., at the Law Offices of C. Conde & Assoc. and RSM Puerto Rico as legal counsel and accountant, respectively. CELSIUS NETWORK: Fears $35-Mil. Crypto Theft From Ex-Biz Partners ----------------------------------------------------------------- Celsius Network Limited and Celsius KeyFi LLC filed with the Bankruptcy Court a motion for preliminary injunction against former business partner Jason Stone and his company KeyFi, Inc., saying that Mr. Stone could soon abscond with $35 million in ether if the bankruptcy judge doesn't force the partner to hand over the keys to a wallet that rightfully belongs to Celsius. Celsius tells the Court that Stone, using private keys obtained while engaged to deploy coins on Celsius' behalf, has repeatedly accessed wallets funded by Celsius to steal Celsius assets and the proceeds of Celsius assets. The theft continued after Stone's employment terminated and after Stone and KeyFi were directed to return all property to Celsius and turn over private keys. According to Celsius, Stone made frequent use of Tornado Cash, a notorious money laundering application that was recently banned by the U.S. Treasury Department, in an effort to put stolen property outside of Celsius' reach. The property that Stone and KeyFi converted to date is valued in the tens of millions of dollars, at least, and they may soon be capable of stealing another approximately $35 million worth of Ethereum coins ("ETH") staked for the benefit of Celsius (the "Celsius Staked ETH"). The Debtors tell the Court that without prompt Court intervention, the risk of further theft and dissipation of valuable Celsius property is high. Accordingly, Celsius moves for a preliminary injunction: (i) Restraining Stone and KeyFi, their officers, agents, servants, employees, attorneys, and any other persons who are in active concert or participation with them (collectively the “Stone Parties”) from: a. accessing, transferring, or otherwise disposing of the Celsius Staked ETH, b. accessing for any reason any Celsius Wallets, c. transferring or otherwise disposing of the Property that they took from Celsius, and d. using Tornado Cash or other means to conceal the location of property that could otherwise be available to satisfy a judgment in this case; and (ii) Requiring the Stone Parties to: a. within five calendar days of the date on which the injunction is granted, specifically identify, under penalty of perjury, all Property and its current location(s), and b. within 24 hours of the granting of the injunction, relinquish the private keys associated with any and all Celsius Wallets and with the Celsius Staked ETH. As reported in the TCR, Celsius Network LLC in August 2022 filed a lawsuit in Bankruptcy Court against former money manager Jason Stone and his company Keyfi Inc. for allegedly deceiving Celsius about his investing abilities and lost or stole tens of millions of dollars in assets. As detailed in the Amended Complaint vs. Stone and Keyfi, Celsius deposited valuable digital assets in wallets accessible to Stone and KeyFi (the "Celsius Wallets") solely to permit Defendants to deploy those coins in authorized staking and decentralized finance activities. Rather than hew to that mandate, however, the Defendants and the other Stone Parties transferred hundreds of thousands of Celsius' coins to their own wallets (the "Stone Utilized Assets"), and otherwise used Celsius digital assets and their proceeds for purposes not authorized by Celsius, such as, among other things, with the Stone Utilized Assets, the Defendants purchased non-fungible tokens ("NFTs"), interests in blockchain related companies, and other property, and brazenly stole that property (the "Subject Property," and with the Stone Utilized Assets, the "Property") from Celsius. Upon information and belief, the Stone Utilized Assets are worth at least $10 million at recent prices, and were worth vastly more at the time of their conversion by the Defendants. The Subject Property may be worth multiples of the value of the Stone Utilized Assets. To frustrate any effort by Celsius to recover the stolen Property, the Defendants have funneled it through Tornado Cash, an on-chain "mixer" that obscures the destination of property transferred on the blockchain and which the Office of Foreign Asset Control recently banned due to its frequent use "by illicit actors to launder funds, especially those stolen during significant heists." According to Celsius, after the original Complaint was filed, the Defendants and their lawyer, Kyle Roche, then of Roche Freedman, tacitly acknowledged on Twitter that the Defendants took Celsius' property from its wallets, but contended without a shred of evidence that their theft actually was "compensation . . . expressly authorized by Celsius' CEO." Mr. Roche has apparently since been expelled from Roche Freedman. 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 Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as legal counsels; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto, the claims agent and administrative advisor, maintains the page https://cases.stretto.com/celsius On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CEN BIOTECH: Incurs $400K Net Loss in Third Quarter --------------------------------------------------- CEN Biotech, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $400,227 on $135,856 of revenue for the three months ended Sept. 30, 2022, compared to a net loss of $718,940 on $272,166 of revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $1.03 million on $678,333 of revenue compared to a net loss of $16.83 million on $272,166 of revenue for the same period in 2021. As of Sept. 30, 2022, the Company had $7.91 million in total assets, $10.02 million in total liabilities, and a total shareholders' deficit of $2.11 million. The Company has incurred significant operating losses and negative cash flows from operations since inception. The Company had an accumulated deficit of $46,991,528 at Sept. 30, 2022 and had no committed source of additional debt or equity financing. CEN Biotech stated, "The Company has not had any operating revenue and does not foresee any operating revenue in the near term. The Company has relied on the issuance of loans payable and convertible debt instruments to finance its expenses, including notes that are in default...The Company will continue to raise additional capital through placement of our common stock, notes or other securities in order to implement its business plan or additional borrowings, including from related parties. The COVID-19 pandemic has hindered the Company's ability to raise capital. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1653821/000143774922027170/cenb20220930_10q.htm About CEN Biotech Inc. CEN Biotech, Inc. -- http://www.cenbiotechinc.com-- is focused on the manufacturing, production and development of Light Emitting Diode lighting technology and hemp products. The Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products. Its principal office is located at 300-3295 Quality Way, Windsor, Ontario, Canada. CEN Biotech reported a net loss of $18.90 million for the year ended Dec. 31, 2021, compared to net income of $14.25 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $8.07 million in total assets, $9.93 million in total liabilities, and a total shareholders' deficit of $1.86 million. New York, New York-based Mazars USA LLP, the Company's former auditor, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has incurred significant operating losses and negative cash flows from operations since inception. The Company also had an accumulated deficit of $45,964,183 at Dec. 31, 2021. The Company is dependent on obtaining necessary funding from outside sources, including obtaining additional funding from the sale of securities in order to continue their operations. The COVID-19 pandemic has hindered the Company's ability to raise capital. These conditions raise substantial doubt about its ability to continue as a going concern. CHANNEL CLARITY: Claims to Be Paid From Disposable Income --------------------------------------------------------- Channel Clarity Holdings LLC submitted a Second Amended Plan of Reorganization on Nov. 9, 2022. The Debtor filed its First Amended Plan on September 20, 2022. The Debtor's revenue has dramatically increased in recent months, and the Debtor is now running at a revenue rate of approximately $4,500 per day. There is a pending motion by Kasey Klaas to convert the Debtor's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code or to dismiss the Debtor's Chapter 11 case, both of which would be detrimental to creditors. The Debtor has no secured creditors, Flagstad having withdrawn his purported secured claim, and Klaas having had his purported secured claim voided as a preference pursuant to Section 547 of the Bankruptcy Code. The Debtor maintains no inventory, and its assets consist almost solely of accounts receivable and cash in the Debtor's two bank accounts located at Wintrust and Huntington National Bank. On the Petition Date, the total amount of cash contained in the Bank Accounts was $168,538.42. The total amount of accounts receivable on the Petition Date was $93,658.39. As of the filing of this Second Amended Plan, the Bank Accounts held the approximate sum of $25,000, and accounts receivable totaled $75,000. Total unsecured claims, as a result of the allowance of the Klaas and Flagstad claims, are approximately $3,339,000. Claims filed by Klaas on behalf of an entity known as Two Screens and the $250,000 claim filed by the James Streibich Trust, and which holds an equity interest in the Debtor, have been disallowed. Since the inception of the Debtor's Chapter 11 case, the Debtor has worked jointly with the Trustee in preparing and proposing the Original Plan the Amended Plan and the Second Amended Plan in the hopes of achieving a consensual plan. At the present time, the efforts of the Debtor and the Trustee have not resulted in a consensual plan, but as the Debtor is committing all of its disposable income to the Second Amended Plan, as provided by Section 1191 of the Bankruptcy Code, a consensual plan is not required. The Second Amended Plan provides for a percentage pro rata payment of all Allowed Claims over a 5-year period. The Klaas Claim has been allowed by the Bankruptcy Court, thought still on appeal, and as no objection to Flagstad's claim has been filed, it is deemed allowed. The Debtor has prepared current cashflow projections for the length of the Second Amended Plan. As to Class 1 General Unsecured Claims, the Debtor estimates that approximately 25 creditors hold Class 1 Claims aggregating approximately $749,000.00, excluding the approximate $1.8 million Klaas Claim, and Flagstad's claim of $790,000.00, which claims are classified separately. Each holder of an Allowed Class 1 Claim will receive its pro rata share, equal in percentage as that to be received by Class 2 and Class 3 Claimants, of quarterly payments through the fourth quarter of the fifth year following the Effective Date with the first installment payable within 90 days following the Effective Date. Class 1 Claimants will also receive their pro-rata share of Flagstad's distributions pursuant to his allowed $90,000 claim, under the Second Amended Plan. Class 1 is impaired. Distributions under the Second Amended Plan shall be made from proceeds realized from the continued operation of the Debtor's business by the Debtor, and in the case of Class 1 Claimants, the contribution by Brock Flagstad of the distributions pursuant to his claim. The Debtor does not intend to borrow funds but reserves the right to borrow funds in order to make the Second Amended Plan payments. Counsel for the Debtor: Scott R. Clar, Esq. CRANE, SIMON, CLAR & GOODMAN 135 S. LaSalle Street, Suite 3950 Chicago, IL 60603 Tel: (312) 641-6777 E-mail: Sclar@cranesimon.com A copy of the Second Amended Plan of Reorganization dated Nov. 9, 2022, is available at https://bit.ly/3NZCWyR from PacerMonitor.com. About Channel Clarity Holdings Chicago-based Channel Clarity Holdings, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-07972) on June 30, 2021. Brock Flagstad, managing member, signed the petition. At the time of the filing, the Debtor disclosed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Lashonda A. Hunt oversees the case. Crane, Simon, Clar & Goodman is the Debtor's legal counsel. CHRISTIAN CARE: $44M Sale to North Texas Benevolent to Fund Plan ---------------------------------------------------------------- Christian Care Centers, Inc. and Christian Care Centers Foundation, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement regarding Chapter 11 Plan of Liquidation dated November 15, 2022. Christian Care Centers, Inc. ("CCCI") was incorporated in 1947 as a nonprofit Texas corporation. Christian Care Centers Foundation, Inc. (the "Foundation") was incorporated in 1994 also as a nonprofit Texas corporation. On May 23, 2022, Debtors filed their Motion for Order (A) Approving the Sale of Assets of Debtors, (B) Approving Bid Procedures and Protections in Connection with the Sale of Substantially All of the Debtors' Assets, (C) Approving Assumption and Assignment of Executory Contracts, and (D) Granting Other Related Relief (the "Sale Motion"). Other than North Texas Benevolent Holdings, LLC (the "Buyer"), no additional parties submitted Qualified Bids for substantially all Debtors' assets. Subsequently, on July 21, 2022, the Court issued its order authorizing the sale of substantially all Debtors' assets to Buyer. The Sale is expected to close on or about December 1, 2022. Through the Sale the Buyer is acquiring each of the Campuses and substantially all of the Debtors' assets for a net purchase price of $44,250,000. Certain Assets of Debtors are not acquired assets of the Buyer under APA and will remain with the Estates, including, but not limited to: ERC credits; certain non-Cash investments; Causes of Action, including Avoidance Action; and certain mineral interests. It is anticipated that the Debtors will generate revenue through the liquidation of its assets, sufficient to meet all of the Debtors' current expenses, as well as all proposed payments required under the Plan as of the Effective Date. Subsequent to the Petition Date, the Debtors plan to collect approximately $44,250,000.00 in receivables related to sale of substantially all Debtors' Assets. The Debtors will have no going concern business operations following the Closing of the Sale, as the Buyer is assuming operations for each of the Debtor's Campuses. The Plan contemplates the liquidation of all of the Debtors' assets followed by the distribution of all resulting proceeds to the Debtors' creditors. To effectuate the liquidation of assets and distribution of proceeds, the Plan provides for the appointment of a Plan Administrator to administer the Assets of the Reorganized Debtors. In addition to the liquidation of assets, the Plan Administrator will also pursue all claims and Causes of Action owned by the Debtors and their Bankruptcy Estates. More specifically, the Plan Administrator shall (i) continue any litigation commenced by the Debtors or assigned to it by the Committee, and (ii) litigate all Causes of Action, including Avoidance Actions, for the benefit of the Debtors' creditors and shall make distributions to such creditors based upon the net settlement proceeds or net litigation proceeds, if any, resulting therefrom. As of the Petition Date, the Debtors' scheduled Assets totaled $52,383,114.46. As of the Petition Date, the Debtors' books and records reflected approximately $9,759,140.92 in outstanding unsecured trade and general unsecured debt. However, approximately $6,517,204.56 of such general unsecured debt relates to deposits of Residents under Executory Contracts that shall be assumed in the Sale, on which the Plan is contingent. As such, the expected outstanding unsecured trade and general unsecured debt is approximately $3,075,283.00 at the time the Plan is considered for Confirmation by the Court, subject to Debtors' ability to amend their Schedules, the claims filing, and claims administration process. Class 7 shall consist of all Allowed prepetition General Unsecured Claims not contained in Classes 1, 2, 3, 4, 5, 6, or 8. Claims in Class 7, if Allowed, in full and final satisfaction of such Claims, will be paid in Cash on a Pro-Rata basis, subject to the Plan Administrator Expenses and the terms of this Plan, from (i) the Avoidance Action Income; (ii) all proceeds of the Committee's Challenge in accordance with the Challenge Order; and (iii) the remaining value of the Assets of the Estates following satisfaction of Allowed Claims in Classes 1, 2, 3, 4, 5, and 6. The Plan Administrator, may, in his or her discretion, make interim distributions to Claims in Class 7. Class 7 is impaired. Class 8 shall consist of all Membership Interests in the Debtors. The Membership Interests in Class 8 will be extinguished by operation of the Confirmation Order. Class 8 is impaired. The Plan contemplates the continued liquidation and sale of the Debtors' Assets and the prosecution of Causes of Action belonging to the Debtors and/or Bankruptcy Estate. The proceeds realized from the liquidation of the Debtors' Assets and the prosecution of such litigation will be distributed pursuant to the terms of the Plan. A full-text copy of the Disclosure Statement dated November 15, 2022, is available at https://bit.ly/3TO8Lw4 from PacerMonitor.com at no charge. Counsel for Debtors: Buffey E. Klein, Esq. Texas Bar No. 24032515 Email: buffey.klein@huschblackwell.com HUSCH BLACKWELL LLP 1900 N. Pearl Street, Suite 1800 Dallas, Texas 75201 Phone: (214) 999-6100 Fax: (214) 888-6170 Lauren Hayes, Esq. Texas Bar No. 24081961 Lauren.Hayes@huschblackwell.com Amber Fly, Esq. Texas Bar No. 24101761 Amber.Fly@huschblackwell.com HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, Texas 78701 (512) 472-5456; fax (512) 479-1101 About Christian Care Centers Christian Care Centers, Inc. (CCCI) was incorporated in 1947 as a nonprofit Texas corporation. CCCI, a faith-based organization, operates three senior living housing and health care campuses in the Dallas/Fort Worth Metroplex. In addition, CCCI owns unimproved real property in Dallas County and Tarrant County, adjacent to the Mesquite and Fort Worth communities. Meanwhile, Christian Care Centers Foundation, Inc. was incorporated in 1994 also as a nonprofit Texas corporation. It is a supporting organization that serves as an endowment organization for CCCI. CCCI and Christian Care Centers Foundation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 22-80000) on May 23, 2022. In the petitions signed by Mark Shapiro, chief restructuring officer, the Debtors disclosed up to $100 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the cases. The Debtors tapped Husch Blackwell, LLP as legal counsel; Houlihan Lokey Capital, Inc. as investment banker; and Glassratner Advisory & Capital, LLC as restructuring advisor. Mark Shapiro, Glassratner's senior managing director, serves as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims, noticing, and solicitation agent. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 3, 2022. The committee is represented by Kane Russell Coleman Logan, P.C. Suzanne Koenig was appointed as patient care ombudsman for the Debtors on July 5, 2022. Greenberg Traurig, LLP serves as the PCO's legal counsel. CINEWORLD GROUP: Cinemedia in Talks to Save Crucial Ad Contract --------------------------------------------------------------- Steven Church of Bloomberg News reports that National CineMedia Inc., a struggling movie-theater advertiser, is negotiating to save a key revenue stream from being canceled as part of the bankruptcy case of Regal Cinemas and its parent, Cineworld Group Plc, lawyers for both sides told a federal judge Monday, November 14, 2022. Although Cineworld Group has asked a judge to let it cancel an advertising contract with National CineMedia, the two sides could come to an agreement to maintain the deal, Cineworld Group bankruptcy attorney Joshua A. Sussberg said during a court hearing. NCM, initially formed as a joint venture between Regal and two other major movie theater chains, currently is North America's largest cinema advertising network. Since Feb. 13, 2007, NCM and Regal have set out their obligations to one another through an Exhibitor Services Agreement (as amended, the "Regal ESA"). Under the Regal ESA, NCM serves as the exclusive advertising service provider for all Regal theaters located in the United States (subject to certain narrow exceptions). Regal, in turn, receives a monthly theater access fee from NCM. To date, NCM has made total payments to Regal of $1.3 billion, and the average annual payment that NCM made to Regal from 2015 to 2019 under the Regal ESA and ancillary agreements was approximately $58 million. On Oct. 21, 2022, debtors Cineworld Group plc, et al., filed a motion to reject the ESA between National CineMedia, LLC and Regal Cinemas Inc. National CineMedia on Nov. 13 filed an objection to the proposal. National CineMedia has also filed a lawsuit against Cineworld Group PLC's Regal Cinemas Inc. in bankruptcy court, accusing Regal of exploiting its parent's Chapter 11 to breach long-term exclusivity, non-competition and related agreements. The lawsuit by NCM seeks to enforce its long-standing exclusivity, non-competition, non-negotiation, and confidentiality rights against Regal -- rights that Regal has already breached and has promised to further breach, rights whose breach would have devastating consequences to NCM, and rights that would survive any attempted rejection by Regal. Despite the parties' successful relationship in the past, and the expected recovery in the theater industry, Regal has stated that it will undertake one of three options, each of which will involve breaching critical terms in the Regal ESA. Regal intends to either (1) rewrite a new deal with NCM with better terms for Regal; (2) enter into a new agreement with one of NCM's biggest competitors, Screenvision LLC, or another third party; or (3) bring in-house at Regal some or all of the services NCM currently provides under the Regal ESA. Adccording to NCM, Regal's selection of any one of the three options would breach the Regal ESA (which was just renegotiated between the parties in 2019). As to the first option, Regal does not have the right to unilaterally change the Regal ESA's terms, and NCM has not agreed to any such changes. And the latter two options in particular would breach the exclusivity and non-competition provisions in the Regal ESA; those provisions prohibit Regal from engaging a third party to provide, or itself providing, the services that NCM provides. NCM is also concerned Regal may breach the confidentiality provision in the Regal ESA; that provision prohibits the sharing of NCM's confidential information, or use of it other than as needed in the ordinary course of business between the parties. About National CineMedia National CineMedia (NCM) is a cinema advertising network in the U.S., the Company unites brands with the power of movies and engage movie fans anytime and anywhere. NCM's Noovie pre-show is presented exclusively in 50 leading national and regional theater circuits including AMC Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group (a subsidiary of Cineworld Group PLC, LON: CINE). NCM's cinema advertising network offers broad reach and audience engagement with over 20,700 screens in over 1,600 theaters in 195 Designated Market Areas (all of the top 50). NCM Digital and Digital-Out-Of-Home (DOOH) go beyond the big screen, extending in-theater campaigns into online, mobile, and place-based marketing programs to reach entertainment audiences. National CineMedia, Inc. (NASDAQ:NCMI) owns a 48.3% interest in, and is the managing member of, National CineMedia, LLC. On the Web: HTTP://www.ncm.com/ and HTTP://www.noovie.com/ National Cinemedia reported a net loss attributable to the company of $48.7 million in 2021, compared to a net loss attributable to the company of $65.4 million for the year before. For the six months ended June 30, 2022, the Company reported a net loss attributable to the company of $25.9 million on $103 million of revenue compared to a net loss attributable to the company of $42.1 million on $19.4 million of revenue for the six months ended July 1, 2021. As of June 30, 2022, the Company had $789.9 million in total assets, $1.22 billion in total liabilities, and a total deficit of $431.3 million. * * * In July 2022, S&P Global Ratings affirmed all its ratings on National CineMedia Inc. (NCM), including the 'B-' issuer credit rating, and revised its outlook to negative from stable. The negative outlook reflects the risk that the expected recovery in theater attendance and in-theater advertising could be slower than expected, leading to revenues remaining below 65% of 2019 levels, elevated leverage, and negative free operating cash flows (FOCF). It also reflects the risk that the company cannot amend and extend its revolving credit facilities well ahead of when they become due in June 2023. S&P said, "We expect the domestic box office to recover substantially through 2023, but attendance trends lag our prior expectations. We recently revised our domestic box office expectations to reflect year-to-date performance and the favorable film slate over the next 12 months. While lower than our previous expectations, we believe the 2022 domestic box office could reach $7.5 billion-$8 billion and rise above $9 billion in 2023. This solid recovery is helped by our expectations for elevated average ticket prices over the next two years. However, attendance will be a laggard in this recovery, with 2022 attendance over 65% of 2019 levels and approaching 80% in 2023, lower than the recovery of the overall box office. As an in-theater advertiser that charges clients based on cost per thousand impressions, NCM's revenues will likewise lag the recovery of the overall box office." 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. Tex. 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. COOPER-STANDARD HOLDINGS: S&P Cuts ICR to 'CC', Outlook Negative ---------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on U.S.–based Cooper-Standard Holdings Inc. to 'CC' from 'CCC'. At the same time, S&P lowered the issue-level rating on the senior unsecured notes to 'C' from 'CC'. S&P's rating on the senior secured debt, which is not subject to the distressed exchange offer, is unchanged at 'CCC'. S&P said, "The negative outlook reflects that we expect to lower our issuer credit rating to 'SD' (selective default) and issue rating on its senior unsecured notes to 'D' (default) upon the completion of the transaction, which we expect around late Dec. 2022 or early Jan. 2023. Thereafter we could review our ratings on Cooper-Standard to incorporate the analysis of the new capital structure, recent events, and our analysis of future performance." U.S.–based Cooper-Standard announced that it entered into a transaction support agreement with the majority of its senior unsecured note lenders to restructure the capital structure. S&P said, "The downgrade reflects our view that the debt exchange is a distressed debt restructuring. The company is proposing a two-part transaction, a new $580 million first-lien note issuance due 2027 to repay its existing outstanding $320 million term loan due 2023 and $250 million senior secured notes due 2024, and swapping its $400 million existing senior unsecured notes due 2026 for $400 million senior secured notes due 2027. We view the debt exchange on the unsecured notes as a distressed exchange because the existing 2026 senior unsecured note lenders are getting their debt maturity extended without sufficient compensation, and holdouts of the note exchange will get significant covenants stripped as part of the terms of the exchange. Any holdouts of the exchange will also be primed by the new 2027 senior secured notes. Additionally, we view the company as conducting the transaction out of distress rather than opportunistically due to its unsustainable capital structure, weak liquidity position without the refinancing of its current term loan maturity, and negative free cash flow. "We continue to view the macroeconomic environment as challenging for Cooper-Standard. While we expect OEM volumes to improve in 2023, near-term production volatility will persist from supply chain shortages. Additionally, we expect inflationary headwinds to continue into 2023 though the company recently made additional headway on its cost recoveries, which we expect to continue. We believe the restructuring addresses immediate liquidity pressures, though leverage remains very high and operating conditions remain challenging. "We expect Cooper-Standard's liquidity will remain thin over the next 12 months without these transactions. We have revised our assessment of the company's liquidity to less than adequate from adequate because we estimate that its cash sources to uses ratio will not exceed 1.2x over the next 12 months due to the current maturity on the term loan obligation. Our analysis of liquidity excludes the pro forma impact of the proposed transaction. We could revisit our liquidity assessment after the proposed transaction's close. Cash sources include $231.2 million in cash balances and $155.7 million in availability under its asset-based lending facility as of Sept 30, 2022. Estimated cash uses include funds from operations outflow of $24.2 million capital spending of about $90 million-$100 million over next 12 months, as well as maturity of its term loan obligation on Nov. 2, 2023. "The negative outlook reflects our view that once the proposed transaction closes, we will lower the issuer credit rating to 'SD'. At the same time, we will also lower the issue credit rating on the senior unsecured note to 'D'. "We would lower the rating upon execution of the proposed transaction. "Although unlikely, we could raise ratings if we no longer expect the proposed distressed exchange to close." ESG credit indicators: E-3, S-2, G-3 S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of Cooper-Standard Holdings Inc. Products in the company's fuel and brake delivery segment (25% of sales) face some displacement risk from electrification, and its ability to offset potential losses in its fuel line business largely depends on maintaining higher content per vehicle in its fluid and sealing products. A faster-than-expected transition to battery electric vehicles, coupled with slow adoption of the company's products, represent modest downside risk. Governance factors are a moderately negative consideration because the company has had issues tracking and executing its strategic initiatives historically--in particular, cost control." DITECH HOLDING: Rabadi's Move to Modify Plan Injunction Denied -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York denies the motion to modify the plan injunction filed by Jamil George Rabadi in the bankruptcy case of Ditech Holding Corporation and certain debtor-affiliates. On March 14, 2018, Rabadi filed suit against Ditech in California Superior Court — Case No. PC058368 ("First California Action"). The action is premised on Ditech Financial, LLC's ("Ditech") actions while it was the servicer on the Loan. Prior to trial in the First California Action, Ditech Holding Corporation (f/k/a Walter Investment Management Corp.) and certain of its affiliates (including Ditech) filed petitions for relief under chapter 11 of the Bankruptcy Code in this Court. Rabadi filed a proof of claim in these Chapter 11 Cases. The Rabadi Claim is filed as a general unsecured claim in the sum of $275,000. In it, Rabadi seeks damages from Ditech based on the same allegations against Ditech at issue in the First California Action. The Debtors confirmed their Plan which became effective on Sept. 30, 2019. On April 30, 2020, Ditech assigned the Deed of Trust to NewRez LLC d/b/a Shellpoint Mortgage Servicing. Subsequently, Rabadi filed a complaint against Shellpoint on Aug. 27, 2020 in the California State Court, which removed to the Central District Court of California. He then filed an Amended Complaint and added Ditech as a necessary party — without leave of this Court. In this action, Rabadi seeks declaration against Ditech stating that he was not in default under the Note and that Ditech lacked the right to record the Notice of Default or late Loan payments to the credit reporting agencies. Now, Rabadi seeks an order of this Court granting him relief from the automatic stay and/or from the Plan Injunction to serve an Amended Complaint in an adversary proceeding that is pending against Ditech and others in the Central District Court of California. The Wind Down Estates ("WDE") objects to the motion, contending that Rabadi's Declaratory Judgment Claim against Ditech is barred by the doctrine of res judicata. WDE argues that the Rabadi Claim Order (expunging Rabadi's Claim) constitutes a final adjudication of Rabadi's Claim on the merits because the Rabadi Claim Order was entered without objection by Rabadi and was not appealed. Rabadi contends that while some of the wrongs complained of in the Amended Complaint are the same as those set forth in the Rabadi Claim, the Amended Complaint alleges violations respecting fair debt collection practices, including repeated erroneous and otherwise false and improper reporting of late mortgage payments to credit bureaus and destruction of Rabadi's credit, that Ditech erroneously reported Rabadi's default and arrears to credit reporting agencies, that the erroneous reports damaged Rabadi's once pristine credit, and that Rabadi wants his credit record restored. But the Court finds no merit on Rabadi's assertion that the Amended Complaint and Rabadi Claim do not involve the same cause of action for purposes of the res judicata analysis. The Court determines that Rabadi's Declaratory Judgment Claim is predicated on the same set of facts that formed the basis of the Rabadi Claim — which the Court expunged in the Rabadi Claim Order. The Court finds and concludes that Rabadi is barred by application of the doctrine of res judicata from asserting the Declaratory Judgment Claim against Ditech in the Amended Complaint. Rabadi argues further that the Bankruptcy Code defines the term "claim" as the "right to payment . . . or right to an equitable remedy for breach of performance if such breach gives rise to a right to payment. ." and declaratory relief is neither and as such is not included in the meaning of "claim." Rabadi also maintains that the Court has not considered whether to grant declaratory relief, and thus, it could not have been expunged it as a cause of action when the Court expunged the Rabadi Claim. The Court finds Rabadi's arguments without merit simply because there is no present or future dispute between him and Ditech, as this Court already expunged the Rabadi Claim which was premised on Ditech's actions while it acted as servicer of the Loan. Like the Rabadi Claim, the Court explains that "the Amended Complaint is predicated on the actions Ditech took or did not take in servicing the Loan. . . Ditech sold its servicing rights to the Loan prior to Plan confirmation. As such, Ditech no longer services the Loan and has not done so for a number of years. As a result, it has no ability to take any action or direct Shellpoint to do anything with respect to the Loan." Since the prosecution of the Declaratory Judgment Claim will adversely affect Ditech, the Court rules that the Plan Injunction is applicable to the California Action — Rabadi is barred from asserting the Declaratory Judgment Claim. Finally, Rabadi asserts that "the interests of judicial economy and the expeditions and economical resolution of litigation weigh in favor of the relief sought herein and adding the Debtor as a party in the California Action. . ." The WDE contends that allowing Rabadi "to set aside this Court's final judgment on the Rabadi Claim and file claims raising the same underlying issues again in California undercuts the orderly disposition of claims," especially because "there is no basis to bring a declaratory judgment action against Ditech since [there] is no actual dispute between Ditech and Movant: monetary relief claims are barred and any injunctive relief is moot." The Court agrees with the WDE because the claims were already adjudicated and the orders remain final. The Court points out that it is plainly not in the interest of judicial economy to reopen those claims and require Ditech to appear as a party in a case across the country. A full-text copy of the Memorandum Decision and Order dated Nov. 14, 2022, is available at https://tinyurl.com/3mwv4cb5 from Leagle.com. About Ditech Holding Corporation Fort Washington, Pennsylvania-based Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19 10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC served as claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. served as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. On Sept. 26, 2019, the Bankruptcy Court confirmed Ditech's Chapter 11 bankruptcy plan, which became effective four days later. DNATRIX INC: Commences Subchapter V Case ---------------------------------------- DNAtrix Inc. filed for chapter 11 protection in the District of Delaware. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. According to its Website, DNAtrix is advancing virus-driven immunotherapies in multiple clinical trials for the treatment of cancer. DNAtrix's platform technology leverages the unique characteristics of viruses to create a pipeline of potent therapies for hard-to-treat cancers that have shown resistance to conventional therapies. Its pipeline of clinical-stage cancer therapies includes DNX-2401 (tasadenoturev) and DNX-2440. These therapies have demonstrated the ability to selectively kill tumor cells and stimulate long-term antitumor immune responses. DNAtrix's lead program, DNX-2401, is an oncolytic immunotherapy engineered specifically to infect, replicate in, and directly kill cancer cells, as well as elicit a broad anti-tumor immune response. DNX-2401 is currently being evaluated as a potential treatment for highly aggressive brain tumors, including glioblastoma in adults and diffuse intrinsic pontine glioma (DIPG) in children. DNX-2440 is a next-generation, oncolytic immunotherapy encoding human OX40 ligand (OX40L, CD252, TNFSF4) developed to treat cancer, including metastatic disease. DNX-2440 is in Phase 1 clinical testing following the demonstration of robust anti-cancer activity in preclinical studies, including tumor reduction, immune memory, and abscopal anti-tumor activity in distant tumors. DNAtrix is continuing to expand its pipeline of cancer immunotherapies by developing oncolytic viruses armed with potent immunomodulatory molecules designed to unleash immune responses against tumors. DNAtrix's office is located in San Diego, California. According to court filings, DNAtrix Inc. estimates $1 million to $10 million in debt to 1 to 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 Dec. 20, 2022, at 2:00 p.m. (telephonic). Call 1-866-621-1355 and use access code 7178157# to join the meeting. About DNAtrix Inc. DNAtrix Inc. -- https://www.dnatrix.com -- is a clinical stage, biotechnology company developing virus-driven immunotherapies for cancer. DNAtrix's lead product, DNX-2401, is a modified common cold virus that targets and kills cancer cells selectively. DNAtrix Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-11193) on Nov. 16, 2022. In the petition filed by Isaac S. Ching, as president and secretary, the Debtor reported assets and liabilities between $1 million and $10 million. Jami B Nimeroff has been appointed as Subchapter V trustee. The Debtor is represented by: David M. Klauder Bielli & Klauder, LLC 2659 State Street #1023 Carlsbad, CA 92008 E-BOX LLC: SC&H Capital Seeks Buyer for Business ------------------------------------------------ By order of the U.S. Bankruptcy Court, Western District of Tennessee, Western Division, SC&H Capital, a leading investment bank specializing in M&A advisory, has been retained as the exclusive investment banker to E-Box, LLC ("E-Box" or "the Company") to seek a buyer of the Company (or its assets) that would allow operations to continue. E-Box is a leading roll-off dumpster rental company with a robust fleet designed to accommodate the removal and/or recycling of construction and demolition ("C&D") materials. Founded in 2002, the Company has a long history of providing high quality services to an extensive list of residential and commercial contractors and the general public. For the past 20 years, E-Box has operated on the same property as an affiliate owned 70-acre C&D landfill site. Today, while the Company assesses the landfill's remaining capacity, most of its containers are directed to landfills in Shelby County, Tennessee and in the Mississippi counties of Tate and Marshall where the Company has verbal disposal agreements in place. Earlier this year, the Company's owner suddenly passed away. As a result, the owner's family subsequently filed for Chapter 11 bankruptcy protection to provide a runway to identify a buyer interested in continuing to service the Company's customer base and leverage the valuable team of current, experienced employees. "An acquirer can immediately capitalize on the revenue from dumpsters currently in place and leverage the Company's fleet of 39 service trucks, 2,100 heavy duty dumpsters, and highly skilled team to continue to grow the business," said Hank Waida, Principal at SC&H Capital. Opportunity exists to gain entrance into the dumpster rental market or for an existing dumpster rental operation or landfill to utilize E-Box's capabilities and capacity to increase existing revenue and profitability. Projected revenue for 2022 is $16 million. About SC&H Capital SC&H Capital -- https://www.schcapital.com -- is an investment banking and advisory firm specializing in mergers and acquisitions (M&A), employee stock ownership plans (ESOP), distressed M&A, and business valuations for middle-market companies nationally. SC&H Capital delivers services across numerous industries including technology, healthcare, manufacturing, business and professional services, and government contracting. About E-Box LLC E-Box, LLC, an electronic manufacturing company in Collierville, Tenn., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-23526) on Aug. 23, 2022, with up to $50 million in assets and up to $10 million in liabilities. Byron Brown, member of E-Box, signed the petition. Judge M. Ruthie Hagan oversees the case. The Law Offices of Craig M. Geno, PLLC and Payne Law Firm serve as the Debtor's legal counsels. William Watkins, III, CPA, at Watkins Uiberall, PLLC is the accountant. EAST END: Court Approves Disclosure Statement --------------------------------------------- Judge Louis A. Scarcella has entered an order approving the Disclosure Statement of East End Bus Lines, Inc., Montauk Transit Service LLC, Montauk Student Transport LLC, Montauk Transit LLC, East End Bus Service LLC. The hearing to consider confirmation of the Plan, and any objections thereto, will be held before the Honorable Louis Scarcella, United States Bankruptcy Judge in Courtroom 970 of the United States Bankruptcy Court for the Eastern District of New York Alfonse D'Amato Federal Courthouse, 290 Federal Plaza, Central Islip, New York 11722 on December 15, 2022 at 11:00 a.m. Objections to the Plan must be made in writing and must be filed and served no later than December 12, 2022 at 4:00 p.m. All ballots voting in favor of or against the Plan must be submitted so as to be actually received by counsel for the Debtors on or before December 12, 2022 at 5:00 p.m. Replies to objections to confirmation of the Plan must be filed and served for receipt by no later than December 14, 2022 at 12:00 p.m. Counsel for the Debtors must file a ballot tally and an affidavit or brief in support of confirmation by December 14, 2022 at 12:00 p.m. About East End Bus Lines East End Bus Lines Inc. and its subsidiaries -- https://www.eastendbus.com/ -- offer bus transportation services for students. East End Bus Lines and Montauk Student Transport are dedicated to providing cost-effective solutions for transportation requirements for private schools, public schools, charter trips, and camping events. Founded in 2007, East End Bus Lines was later joined by Montauk Student Transport under the guidance of John Mensch. East End Bus Lines and its subsidiaries, namely, Montauk Student Transport LLC, and Montauk Transit Service LLC, filed voluntary Chapter 11 petitions (Bankr. E.D. N.Y. Lead Case No. 18-76176) on Sept. 13, 2018. In the petitions signed by John Mensch, president, East End Bus Lines and Montauk Student Transport estimated up to $50,000 in assets and $10 million to $50 million in liabilities while Montauk Transit Service estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtors tapped Weinberg, Gross & Pergament LLP as their legal counsel, and Giambalvo, Stalzer & Company, CPA's, PC as their accountant. The Debtors hired Littler Mendelson PC, as special counsel to represent them in labor relations matters. No official committee of unsecured creditors has been appointed. ECSEM CORPORATION: Seeks to Hire Jimenez Vazquez as Accountant -------------------------------------------------------------- Ecsem Corporation seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Jimenez Vazquez & Associates, PSC as its accountant. The firm will assist the Debtor's legal counsel with the filing of schedules; preparation of monthly operating reports and cash flow forecasts; drafting of reorganization payment plan; and other bankruptcy related activities. Jimenez Vazquez & Associates will bill $165 per hour for services rendered by Jose Victor Jimenez, president of the firm. The firm received a retainer in the amount of $3,500. As disclosed in court filings, Jimenez Vazquez & Associates does not represent interests adverse to the Debtor's estate. The firm can be reached through: Jose Victor Jimenez CPA, CVA Jimenez Vazquez & Associates, PSC P.O. Box 3774 Bayamon, PR 00958 Phone 787-447-0098 Fax 1-831-309-7425 Email: jvjimenez@jimenezvazquezcpa.com About Ecsem Corporation Ecsem Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 22-03006) on Oct. 19, 2022, with up to $500,000 in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law Office as legal counsel and Jimenez Vazquez & Associates, PSC as accountant. ESJ TOWERS: Oriental Bank Opposes Exclusivity Extension ------------------------------------------------------- Oriental Bank, a secured creditor of ESJ Towers, Inc., asked the U.S. Bankruptcy Court for the District of Puerto Rico to deny the company's bid to remain in control of its bankruptcy until early next year. ESJ on Oct. 3 proposed to extend its exclusive right to file a Chapter 11 plan and solicit votes on the plan to Jan. 9 and March 10, respectively. The request was granted on an interim basis on Oct. 5. Attorney for Oriental Bank, Alfredo Fernandez-Martinez, Esq., at Delgado & Fernandez, LLC, expressed concern the company will become administratively insolvent within the next month given its lack of profitability, substantial losses, and incurrence of huge expenses. The attorney cited ESJ's monthly operating report for August, which reflects losses in the amount of -$481,948, and cumulative losses of -$663,987 since the filing of the company's bankruptcy case. "Cash projections provided by [ESJ] to Oriental show that [ESJ] will run out of cash in December of this year, during the period of the requested exclusivity extension, rendering the extension request futile," Mr. Fernandez-Martinez said. ESJ's bid to keep exclusive control of its bankruptcy case also drew opposition from an association of homeowners. "The granting of an extension would make creditors the hostage of debtor given that it has not made any effort to resolve many pending matters including debtor's failure to provide details of specific units and intervals and proof of ownership of assets claimed and the payment of post-petition administrative fees," ESJ Towers Condominium Homeowners Association said in court papers. Oriental Bank can be reached through: Alfredo Fernandez-Martinez, Esq. Maristella Sanchez Rodriguez, Esq. Carlos R. Baralt Suarez, Esq. Delgado & Fernandez, LLC P.O. Box 11750 Fernandez Juncos Station San Juan, PR 00910-1750 Phone: (787) 274-1414/(787) 764-8241 Email: afernandez@delgadofernandez.com Email: msanchez@delgadofernandez.com Email: cbaralt@delgadofernandez.com ESJ HOA can be reached through: Jose A. Bague-Soto, Esq. DTS Law, LLC 221 Plaza, Suite 801 221 Ponce de Leon Ave. San Juan, PR 00917-1804 Phone: (787) 754-8700 Email: jbague@dtslaw.com About ESJ Towers ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury apartments and condo units at ESJ Towers have direct access to Isla Verde Beach, widely considered one of the best in Puerto Rico. ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as 50 million in both assets and liabilities. ESJ President Keith St. Clair signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices as legal counsel; Ramon Luis Nieves, Esq., at RL Legal Consulting Services, LLC as special counsel; Dage Consulting CPAS, PSC as financial advisor; and De Angel & Compania, CPA, LLC as auditor. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 12, 2022. MRO Attorneys at Law, LLC and Dage Consulting CPAS, PSC serve as the committee's legal counsel and financial advisor, respectively. EVOQUA WATER: S&P Upgrades ICR to 'BB-' on Sustained Solid Profit ----------------------------------------------------------------- S&P Global Ratings raised all its ratings on Pittsburgh Pa.-based water purification systems, service, and products company Evoqua Water Technologies Corp., including its issuer credit rating, to 'BB-' from 'B+'. The positive outlook indicates S&P could raise the rating again over the next 12 months if the company maintains good free cash flow generation, with S&P Global Ratings-adjusted FOCF to debt remaining comfortably above 10%. The solid profitability Evoqua has demonstrated over the past three years, which S&P expects will continue, enhances its view of its business risk. The company has been able to offset the impact of material, labor, fuel, and transportation cost inflation on EBITDA through price increases. Although inflation was dilutive to the operating margin in fiscal 2022 (ended Sept. 30), earnings benefitted from a favorable product mix, a more efficient manufacturing footprint, and operating leverage on higher sales volume in its Applied Product Technologies (APT) segment. As a result, the S&P Global Ratings-adjusted EBITDA margin was flat in 2022, while adjusted EBITDA increased roughly $20 million (excluding acquisitions). S&P said, "Evoqua will likely maintain an S&P Global Ratings-adjusted EBITDA margin of 16.5%-17% in 2023, supporting its good credit measures. Orders for general industrial capital projects have been trending higher, which we view as a positive demand signal. We forecast resilient demand and revenue growth--modestly higher than U.S. real GDP growth. Higher diesel fuel, freight, and labor costs could weigh on Evoqua's profitability in 2023, and its product mix could also be a headwind to margin expansion. However, we expect margins in the Integrated Solutions and Service (ISS) segment to improve this year following a contraction in 2022. Specifically, in 2022, ISS hired significant new technician and some manufacturing staff, which hurt the segment's efficiency as the company trained its new employees. The segment should benefit from this investment and operate more profitably in 2023. While Evoqua could have restructuring expenses related to Mar Cor and future acquisitions as it consolidates locations, we anticipate little need for company-wide restructurings or reorganizations such as the one the company undertook in 2018-2019. "We believe Evoqua's financial policy decisions will keep S&P Global Ratings-adjusted debt to EBITDA well under 4x. In its fourth-quarter earnings call this year, the company lowered the bottom of its target leverage range to 2x from 2.5x and now targets net leverage of 2x–3x. The willingness to operate with lower debt leverage demonstrates the company's commitment to a maintaining a solid balance sheet. Evoqua remains acquisitive, and we believe it could deploy up to $250 million annually, similar to 2022, if the right targets present themselves. This level of spending would still allow leverage to remain comfortably below 4x, assuming the company remains fairly conservative with regard to shareholder rewards. "If Evoqua maintains solid adjusted FOCF to debt as we forecast, we could raise the ratings again. Prior to 2021--when working capital was a significant source of cash and capex fell below 6% of revenue for the first time since 2017--Evoqua's S&P Global Ratings-adjusted FOCF to debt was well below 10%. This level of cash flow generation compares unfavorably with that of other 'BB' companies we rate, such as Altra Industrial Motion Corp., EnPro Industries Inc., and Tennant Co. However, we forecast that higher earnings, combined with net working capital at a low-teens percent of revenue and capex of roughly 5% of revenue, will result in adjusted FOCF to debt remaining above 10% in 2023. If we believe the company will maintain this performance over the near- to medium-term, we could consider another upgrade. "The positive outlook indicates we could raise the ratings by one notch over the next 12 months if the company maintains good profitability and free cash flow and S&P Global Ratings-adjusted FOCF to debt remains comfortably above 10%, as we forecast." S&P could raise its ratings on Evoqua if it believes: -- S&P Global Ratings-adjusted debt to EBITDA will remain well below 4x, including potential acquisitions and shareholder rewards; -- Adjusted FOCF to debt will remain comfortably above 10%, even incorporating variability in working capital; and -- Demand for the company's wastewater and processed water treatment services and products will remain healthy, allowing it to maintain solid EBITDA margin consistent with our forecast and its recent performance. S&P could revise the outlook to stable if it believes one or more large debt-funded acquisitions, significant shareholder rewards, or much weaker profitability--due to a significant restructuring program, for example--will cause: -- S&P Global Ratings-adjusted debt to EBITDA to rise above 4x; or -- Adjusted FOCF to debt to fall below 10%. S&P could also revise the outlook to stable if it forecasts demand will weaken and the EBITDA margin will underperform its forecast. ESG credit indicators: E-1, S-2, G-2 S&P said, "Environmental factors, notably waste and pollution, are a positive consideration in our credit rating analysis of Evoqua because about 30% of the company's business involves wastewater treatment and water recycling systems. Although the political drivers of U.S. federal and state regulations fluctuate, we expect that the longer-term trend toward more stringent regulations and consumer safety will continue to benefit Evoqua. We view public concern about the health risks of per- and polyfluoroalkyl substances (PFAS) and coal ash as two examples of this trend. As regulations become stricter and environmental incidents receive greater public scrutiny, we believe firms will increasingly seek to outsource their water needs to reduce operational and reputational risk and meet their broader ESG goals. This should increase demand for the company's wastewater and water recycling solutions." EXPRESSJET AIRLINES: Unsecureds to Get 9.5% to 10.7% in Toggle Plan ------------------------------------------------------------------- ExpressJet Airlines LLC filed a Chapter 11 Plan and a Disclosure Statement. At the time of confirmation of the Plan, the Debtor has or will have sold substantially all its assets, other than the assets identified as the "Reorganization Assets". If the Debtor does not select a transaction proposal for the Reorganization Assets, then this Plan will be a liquidating plan pursuant to which all the net proceeds of the sale(s) of the Debtor's assets (other than the DOT Certificate and FAA Certificate) will be distributed by the Plan Administrator to Holders of Allowed Claims on or after the Effective Date, and the Debtor will be dissolved after the Effective Date at the Plan Administrator's discretion. This liquidating Plan scenario is referred to as the "Liquidation Toggle". Under the Liquidation Toggle, any remaining assets, such as Causes of Action, will re-vest in the Post-Effective Date Debtor and be pursued or settled by the Plan Administrator in his or her discretion. The Plan Administrator will also administer and object to or settle claims against the Debtor, as appropriate, and make distributions to Holders of Allowed Claims. If the Debtor elects to pursue a transaction for the Reorganization Assets, then the monetization of those assets will be implemented through a chapter 11 plan of reorganization. This scenario is referred to as the "Reorganization Toggle". Under the Reorganization Toggle, the Entity that makes the highest and otherwise best offer for the Reorganization Assets will be selected as the Plan Sponsor. The Plan Sponsor will make the Plan Sponsor Contribution in exchange for 100% of the equity of the Reorganized Debtor, and the Reorganized Debtor will receive a discharge of all Claims against it on the Effective Date, except as expressly stated otherwise in the Plan, the Plan Documents or the Confirmation Order. Under the Plan, Class 4 General Unsecured Claims total $30.5 million. Each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the General Unsecured Claim Distribution Fund. Creditors will recover 9.5% to 10.7% of their claims. Class 4 is impaired. "General Unsecured Claim Distribution Fund" means Cash available for distribution to the Holders of Allowed General Unsecured Claims as determined by the Plan Administrator or Liquidating Trustee, as applicable, from time to time in accordance with Article XIII of this Plan. Under the Liquidation Toggle, at any given time after the Effective Date, the General Unsecured Claim Distribution Fund shall be the amount of undistributed Cash held by the Post-Effective Date Debtor that is not required for (a) the payment of Allowed Administrative Claims, Fee Claims, Priority Tax Claims, Secured Claims, Other Priority Claims, and Convenience Claims; and (b) the establishment and funding of the reserves (including any reserves for Disputed Claims and the Wind-Down Expense Reserve) in accordance with Article XIII of this Plan. Under the Reorganization Toggle, the General Unsecured Claim Distribution Fund shall be the amount of undistributed Cash held by the Debtor as of the Effective Date plus net proceeds from the Plan Sponsor Contribution that is not required for (a) the payment of Allowed Administrative Claims, Fee Claims, Priority Tax Claims, Secured Claims, Other Priority Claims, and Convenience Claims; and (b) the establishment and funding of the reserves (including any reserves for Disputed Claims and the Wind-Down Expense Reserve) in accordance with Article XIII of this Plan. The Debtor filed the chapter 11 case to sell its remaining assets with the goal of maximizing the recovery for its Estate and creditors. The remaining assets primarily comprise aircraft parts and tooling and ground support equipment. On September 15, 2022, the Bankruptcy Court held a status conference on the Debtor's proposed sale process for its remaining physical assets. As explained at the status conference, the Debtor decided to publicly market its remaining physical assets through a Request for Proposal ("RFP") process. The Debtor proposed it would select finalists after a set deadline for interested parties to submit an RFP and then negotiate revisions to the submitted proposals as necessary before the Debtor selected the winning proposal. The Bankruptcy Court approved the Debtor's proposed sale process. Pursuant to the sale process, JSX Holdings, LLC, submitted a proposal for substantially all the Debtor's assets by the proposal deadline of September 30, 2022, for a purchase price of $9,000,000. The Debtor, in a sound exercise of its business judgment, determined that the Purchaser's proposal, as subsequently improved, was the highest and best bid for the assets and therefore the winning proposal. On October 20, 2022, the Debtor filed the Sale Motion seeking, among other things, approval of the sale to the Purchaser free and clear of all Liens, claims, encumbrances and other interests. On [●], the Bankruptcy Court entered the Sale Order. The Debtor anticipates the sale approved by the Sale Order will close on or before November 18, 2022. The Debtor expects the sale of the remaining physical assets to yield approximately $9,000,000 in net proceeds for the benefit of the Debtor's Estate and its creditors. The Debtor has also decided to publicly market the Reorganization Assets through a separate RFP process. The RFP is for a Plan Sponsor who will contribute Cash or other consideration in exchange for the New Equity Interests of the Reorganized Debtor. Under this RFP process, binding letters of intent were due on or before November 4, 2022. Parties who submitted binding letters of intent then have an opportunity to review the Manual and Materials as well as the Union Contracts before the deadline to submit final bids on November 18, 2022. After the deadline for final bids, the Debtor will determine whether the net proceeds from any proposed transaction with respect to the Reorganization Assets will materially outweigh the costs associated with pursuing, documenting and closing such transaction, including any costs regarding obtaining regulatory approval (i) to transfer or resume operations under the DOT Certificate and (ii) for the re-issuance of the FAA Certificate. Notwithstanding anything in this Plan to the contrary, the FAA Certificate is not transferable. The FAA may issue a new operating certificate only after the FAA has evaluated the Plan Sponsor and determined that it is properly and adequately equipped and able to conduct safe operations in accordance with applicable federal law. The DOT Certificate cannot be transferred without the prior approval of the DOT. If the Debtor determines the net proceeds materially outweigh the costs, the Debtor will pursue the Reorganization Toggle outlined in this Plan. Under this scenario, the Debtor intends to select a Plan Sponsor no later than November 22, 2022, and will File a notice with the Bankruptcy Court identifying the Plan Sponsor and the proposed Plan Sponsor Contribution. Following the sale of substantially all the Debtor's physical assets to the Purchaser, the Debtor is focused principally on winding down its business and preserving Cash held in the Estate. The Debtor's Retained Assets currently consist of proceeds of the sale to the Purchaser and certain Causes of Action. The Debtor also has the Reorganization Assets. Under the Liquidation Toggle, this Plan provides for the Debtor's Retained Assets to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan. Under the Reorganization Toggle, this Plan provides for the Reorganization Assets to vest in the Reorganized Debtor free and clear of all Liens, claims, and encumbrances. The Plan Sponsor will make the Plan Sponsor Contribution in exchange for the New Equity Interests of the Reorganized Debtor. The Debtor's Retained Assets and the Plan Sponsor Contribution will then be distributed to Holders of Allowed Claims in accordance with the terms of the Plan. The Confirmation Hearing has been scheduled for December 20, 2022 at 2:00 p.m. (prevailing Eastern Time) to consider (a) final approval of the combined Disclosure Statement and Plan as providing adequate information pursuant to section 1125 of the Bankruptcy Code and (b) confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code. Any objection to final approval of the combined Disclosure Statement and Plan as providing adequate information pursuant to section 1125 of the Bankruptcy Code and/or confirmation of the Plan must be made in writing and filed and served no later than December 12, 2022 at 4:00 p.m. (prevailing Eastern Time). On September 22, 2022, the Debtor filed the Bar Date Motion and on September 29, 2022, the Bankruptcy Court entered the Bar Date Order. Pursuant to the Bar Date Order, the Bankruptcy Court established the following Bar Dates: (1) General Bar Date: October 31, 2022, at 5:00 p.m. (prevailing Eastern Time) as the deadline for each person or entity, including individuals, partnerships, corporations, joint ventures, trusts, but not including Governmental Units, to file a Proof of Claim in respect of a prepetition Claim (as defined in section 101(5) of the Bankruptcy Code) against the Debtor, including, for the avoidance of doubt, secured claims, claims asserted under section 503(b)(9) of the Bankruptcy Code, unsecured priority claims, and unsecured non-priority claims; (2) Government Bar Date: February 21, 2023, is the statutory deadline for Governmental Units to file a Proof of Claim in respect of a prepetition claim against the Debtor; (3) First Administrative Claims Bar Date: October 31, 2022, at 5:00 p.m. (prevailing Eastern Time) is the deadline for each person or entity that asserts a request for payment of Administrative Claims arising between the Petition Date and September 30, 2022, excluding (i) claims for professional fees and expenses in this case, and (ii) claims asserting administrative priority and arising in the ordinary course of business after the Petition Date, to file a request for payment of such Administrative Claims. (4) Amended Schedules Bar Date: the later of (i) the General Bar Date or the Government Bar Date, as applicable, or (ii) 5:00 p.m. (prevailing Eastern Time) on the date that is 30 days from the date on which the Debtor provides notice of a previously unfiled Schedule or an amendment or supplement to the Schedules as the deadline by which claimants holding claims affected by such filing, amendment or supplement must file Proofs of Claim with respect to such claim; and (5) Rejection Damages Bar Date: the later of (i) the General Bar Date or the Government Bar Date, as applicable, or (ii) 5:00 p.m. (prevailing Eastern Time) on the date that is 30 days following service of an order approving rejection of any executory contract or unexpired lease of the Debtor as the deadline by which claimants asserting claims resulting from the Debtor's rejection of an executory contract or unexpired lease must file Proofs of Claim for damages arising from such rejection. Counsel to the Debtor and Debtor in Possession: Eric D. Schwartz, Esq. Matthew B. Harvey, Esq. Paige N. Topper, Esq. Jonathan M. Weyand, Esq. Sophie Rogers Churchill, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor Wilmington, DE 19801 Telephone: (302) 658-9200 E-mail: eschwartz@morrisnichols.com mharvey@morrisnichols.com ptopper@morrisnichols.com jweyand@morrisnichols.com srchurchill@morrisnichols.com A copy of the Combined Disclosure Statement and Plan of Reorganization dated Nov. 9, 2022, is available at https://bit.ly/3tEROtv from PacerMonitor.com. About Expressjet Airlines ExpressJet Airlines, LLC -- https://expressjet.com/ -- is a regional U.S. airline headquartered in College Park, Ga. ExpressJet Airlines sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10787) on Aug. 23, 2022, with between $10 million and $50 million in both assets and liabilities. John Greenlee, president of ExpressJet Airlines, signed the petition. Morris, Nichols, Arsht & Tunnell, LLC and Eversheds Sutherland (US), LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. FAST RADIUS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Fast Radius, Inc. and its affiliates. The committee members are: 1. Palantir Technologies, Inc. 1200 17th Street, Floor 15 Denver, CO 80202 Email: legalnotices@palantir.com 2. MasterGraphics Attn: Kevin J. Carr 2920 Marketplace Drive, Suite 101 Fitchburg, WI 53719 Phone: 847-704-4025 Email: Kevin.Carr@mastergraphics.com 3. Stratasys, Inc. Attn: John Folks 7665 Commerce Way Eden Prairie, MN 55344 Phone: 952-917-6743 Email: john.folks@stratasys.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Fast Radius Fast Radius, Inc. is a cloud manufacturing and digital supply chain company in Chicago, Ill. Fast Radius, Inc. and affiliates, Fast Radius Operations, Inc. and Fast Radius PTE Ltd., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11051) on Nov. 7, 2022. In the petition signed by Patrick McCusker, authorized signatory, Fast Radius, Inc. disclosed $69.329 million in assets and $55.212 in liabilities. The Debtors tapped DLA Piper LLP (US) and Bayard, P.A. as legal counsels; Lincoln Partners Advisors, LLC as investment banker; Alvarez & Marsal North, America, LLC as financial advisor; and Stretto, Inc. as claims, administrative, solicitation, and balloting agent. FORTRESS CREDIT XVI: Moody's Assigns B3 Rating to Class F Notes --------------------------------------------------------------- Moody's Investors Service has assigned ratings to three classes of notes issued and one class of loans incurred by Fortress Credit BSL XVI Limited (the "Issuer" or "Fortress Credit BSL XVI"). Moody's rating action is as follows: US$126,500,000 Class A-1 Loans maturing 2035, Definitive Rating Assigned Aaa (sf) US$94,000,000 Class A-1 Senior Secured Floating Rate Notes due 2035, Definitive Rating Assigned Aaa (sf) US$27,500,000 Class A-2 Senior Secured Fixed Rate Notes due 2035, Definitive Rating Assigned Aaa (sf) US$500,000 Class F Deferrable Mezzanine Floating Rate Notes due 2035, Definitive Rating Assigned B3 (sf) The notes and loans listed are referred to herein, collectively, as the "Rated Debt." On the closing date, the Class A-1 Notes and Class A-1 Loans have a principal balance of $94,000,000 and $126,500,000, respectively. At any time, the Class A-1 Loans may be converted in whole or in part to Class A-1 Notes, thereby decreasing the principal balance of the Class A-1 Loans and increasing, by the corresponding amount, the principal balance of the Class A-1 Notes. The aggregate principal balance of the Class A-1 Loans and Class A-1 Notes will not exceed $220,500,000, less the amount of any principal repayments. Neither Class A-1 Notes nor any other Notes may be converted into Class A-1 Loans. RATINGS RATIONALE The rationale for the ratings is based on Moody's methodology and considers all relevant risks, particularly those associated with the CLO's portfolio and structure. Fortress Credit BSL XVI is a managed cash flow CLO. The issued notes are collateralized primarily by broadly syndicated senior secured corporate loans. At least 92.5% of the portfolio must consist of senior secured loans, cash and eligible investments, and up to 7.5% of the portfolio may consist of first lien last out loans, second lien loans, senior unsecured loans, senior secured bonds and senior secured notes. The portfolio is approximately 100% ramped as of the closing date. FC BSL CLO Manager II LLC (the "Manager") will direct the selection, acquisition and disposition of the assets on behalf of the Issuer and may engage in trading activity, including discretionary trading, during the transaction's four year reinvestment period. Thereafter, subject to certain restrictions, the Manager may reinvest unscheduled principal payments and proceeds from sales of credit risk assets. In addition to the Rated Debt, the Issuer issued five classes of secured notes and one class of subordinated notes. The transaction incorporates interest and par coverage tests which, if triggered, divert interest and principal proceeds to pay down the notes in order of seniority. Moody's modeled the transaction using a cash flow model based on the Binomial Expansion Technique, as described in Section 2.3.2.1 of the "Moody's Global Approach to Rating Collateralized Loan Obligations" rating methodology published in December 2021. For modeling purposes, Moody's used the following base-case assumptions: Par amount: $400,000,000 Diversity Score: 60 Weighted Average Rating Factor (WARF): 3150 Weighted Average Spread (WAS): SOFR+ 4.10% Weighted Average Coupon (WAC): 6.50% Weighted Average Recovery Rate (WARR): 47.0% Weighted Average Life (WAL): 7.0 years Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in December 2021. Factors That Would Lead to an Upgrade or Downgrade of the Ratings: The performance of the Rated Debt is subject to uncertainty. The performance of the Rated Debt is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The Manager's investment decisions and management of the transaction will also affect the performance of the Rated Debt. FREE SPEECH: Rejected Jones Attorneys Can't Get Fees, Says UST -------------------------------------------------------------- The U.S. Trustee's Office and other parties asked a Texas bankruptcy judge to turn down a request for more than $667,000 in fees by the rejected bankruptcy counsel and restructuring adviser for Alex Jones' podcast network Free Speech Systems. Kevin M. Epstein, the United States Trustee for the Southern District of Texas, submitted an omnibus objection to Shannon & Lee LLP's, and W. Marc Schwartz and Schwartz Associates LLC's motions for orders allowing administrative expense claims pursuant to 11 U.S.C. Sec. 503(b)(1)(A) for professional services provided during the period of July 29, 2022, to September 20, 2022. By the Admin Expense Motions, S & L and Schwartz (collectively, "Professionals") are seeking a total of $667,349 from the Debtor's bankruptcy estate in administrative expenses despite an extensive evidentiary hearing where the Court denied their employment applications based on the Professionals' holding a material adverse interest to that very estate. The Professionals advance several theories to offer a mechanism for payment of their fees and expenses without an approved employment application, including seeking: (1) an allowance for fees under 11 U.S.C. Section 330; (2) a priority payment under Section 503(b)(1)(A); (3) only as to S&L, a retroactive approval of its employment application under Section 327(e); (4) an approval of ordinary course payments for fees and expenses under Section 363(c); and (5) consent to the payments from all interested parties. But, according to the U.S. Trustee, the Professionals' suggested theories for payment of their fees run afoul of Supreme Court precedent in Lamie v. United States Trustee, 540 U.S. 526 (2004), violate fundamental principles of statutory construction, and ignore the Bankruptcy Code's plain language and underlying purposes. The U.S. Trustee points out that: * First, an estate professional's employment under Section 327 is a prerequisite to a compensation award under Section 330. The Supreme Court in Lamie held that approval of an employment application under Section 327 is sine qua non to the professional receiving any compensation under Section 330. 540 U.S. 526, 534 (2004) (stating that a "debtor's attorney not engaged as provided by Sec. 327 is simply not included within the class of persons eligible for compensation"). * Second, the Professionals' fees and expenses, in the amount of $667,348.75, do not qualify as administrative expenses under Section 503(b)(1)(A), and may only be awarded, if at all, under Sections 503(b)(2) and 330. But because their employment has been denied, the Professionals do not fall within the statutory scheme set forth in Sections 327 and 330 and therefore, are not entitled to the compensation they seek in the Admin Expense Motions. * Third, S&L cannot be retroactively retained under Section 327(e) both because the Debtor is not seeking to retain it under that section, but also because the services it provided to the Debtor do not fall within that section's limited purview. * Fourth, only the Debtor may request authority to use property of the estate under Section 363(c), and, in any event, the types of payments requested are not ordinary course. * Finally, parties' consent cannot override statutory requirements nor a directive from the Supreme Court such as that in Lamie. The U.S. Trustee asserts that the Bankruptcy Court should not bless the Professionals’ attempted subversion of the Bankruptcy Code's carefully considered statutory scheme for retention and payment of professionals in their endeavor to recover fees and expenses. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is the Debtor's counsel. FTX TRADING: Consolidated List of 50 Largest Unsecured Creditors ---------------------------------------------------------------- FTX Trading Ltd. and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a consolidated list of their 50 largest unsecured creditors. Consolidated List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. [On File] Customer $226,280,579 2. [On File] Customer $203,292,504 3. [On File] Customer $174,273,628 4. [On File] Customer $159,806,042 5. [On File] Customer $130,925,226 6. [On File] Customer $121,828,282 7. [On File] Customer $113,407,278 8. [On File] Customer $113,372,725 9. [On File] Customer $110,796,069 10. [On File] Customer $101,535,789 11. [On File] Customer $96,091,549 12. [On File] Customer $92,875,541 13. [On File] Customer $91,524,544 14. [On File] Customer $91,077,210 15. [On File] Customer $79,040,176 16. [On File] Customer $76,803,466 17. [On File] Customer $74,406,285 18. [On File] Customer $64,201,186 19. [On File] Customer $57,020,030 20. [On File] Customer $51,568,710 21. [On File] Customer $46,223,471 22. [On File] Customer $41,823,882 23. [On File] Customer $41,249,881 24. [On File] Customer $36,604,907 25. [On File] Customer $36,501,648 26. [On File] Customer $36,180,640 27. [On File] Customer $33,964,083 28. [On File] Customer $33,896,476 29. [On File] Customer $33,011,863 30. [On File] Customer $31,045,450 31. [On File] Customer $30,000,000 32. [On File] Customer $30,000,000 33. [On File] Customer $29,700,640 34. [On File] Customer $28,408,773 35. [On File] Customer $27,790,014 36. [On File] Customer $27,735,198 37. [On File] Customer $26,115,451 38. [On File] Customer $26,054,880 39. [On File] Customer $25,161,483 40. [On File] Customer $25,000,000 41. [On File] Customer $24,466,606 42. [On File] Customer $24,287,388 43. [On File] Customer $22,731,088 44. [On File] Customer $22,715,202 45. [On File] Customer $22,649,201 46. [On File] Customer $22,620,540 47. [On File] Customer $22,322,177 48. [On File] Customer $22,014,600 49. [On File] Customer $21,601,593 50. [On File] Customer $21,344,561 About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal the next day amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At approximately 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. A total of 102 entities related to FTX have filed for Chapter 11 protection. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, CEO Bankman-Fried shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. Financial Times says the largest portion of those liquid assets listed on a FTX international balance sheet dated Nov. 10 was $470 million of Robinhood shares owned by a vehicle not listed in the bankruptcy filing. The Hon. John T. Dorsey is the case judge. Andrew G. Dietderich, James L. Bromley, Brian D. Glueckstein and Alexa J. Kranzley at SULLIVAN & CROMWELL LLP in New York, serve as the Debtors' counsel. Adam G. Landis, Kimberly A. Brown and Matthew R. Pierce at LANDIS RATH & COBB LLP in Wilmington serve as local bankruptcy counsel to FTX Group. Alvarez & Marsal North America, LLC, is the Debtors' financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index Lawyers at Paul Weiss represent Mr. Bankman-Fried. GAGE'S GRANITE: Taps Tittle Law Group as Bankruptcy Counsel ----------------------------------------------------------- Gage's Granite LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Tittle Law Group, PLLC as its bankruptcy counsel. The firm will render these services: (a) providing legal advice with respect to the Debtor's powers and duties in the continued operation of its business and the management of its property; (b) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objections to claims filed against the Debtor's estate; (c) preparing legal papers; (d) assisting the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; (e) performing other legal services for the Debtor in connection with its Chapter 11 case; and (f) perform such legal services as the Debtor may request with respect to any matter, including, but not limited to, corporate finance and governance, contracts, antitrust, labor, and tax. Tittle Law Group will charge these hourly fees: Brandon J. Tittle, Esq. $495 per hour Partners $450 to $600 per hour Paralegal $220 per hour The firm received a retainer in the amount of $25,000. As disclosed in court filings, Title Law Group is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brandon J. Tittle, Esq. Title Law Group, PLLC 5550 Granite Pkwy, Suite 290 Plano, TX 75024 Telephone: 972.987.5094 Email: btittle@tittlelawgroup.com About Gage's Granite Gage's Granite, LLC is a family-owned and operated granite manufacturing company specializing in commercial finish out. It has been providing quality custom granite and marble countertops to commercial businesses and home owners in the Dallas/Ft. Worth metroplex since 2000. Gage's Granite sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-32010) on Oct. 27, 2022. In the petition signed by its sole member, Christopher Raines, the Debtor disclosed $1,726,673 in total assets and $1,538,095 in total liabilities. Judge Stacey G. Jernigan oversees the case. Brandon J. Tittle, Esq., at Title Law Group, PLLC is the Debtor's legal counsel. GALAXY NEXT: Incurs $1.6 Million Net Loss in First Quarter ---------------------------------------------------------- Galaxy Next Generation, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.55 million on $619,053 of revenues for the three months ended Sept. 30, 2022, compared to a net loss of $386,027 on $1.68 million of revenues for the three months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $4.64 million in total assets, $7.88 million in total liabilities, and a total stockholders' deficit of $3.25 million. Galaxy Next stated, "Although our revenues generated from operations have become more sufficient, in order to support our operational activities our revenues still need to be supplemented by the proceeds from the issuance of securities, including equity and debt issuances. At September 30, 2022, we had a working capital deficit of approximately $4,900,000 and an accumulated deficit of approximately $55,700,000. As stated in Note 12 to the notes to the unaudited condensed consolidated financial statements included in this Report, our ability to continue as a going concern is dependent upon management's ability to raise capital from the sale of its equity and, ultimately, the achievement of sufficient operating revenues. Subsequent to the end of the quarter ended September 30, 2022, we raised $225,000 through the issuance of notes payable. We anticipate that our current cash and revenue generated from operations will be sufficient for day-to-ay operations; however, we anticipate that we will need additional capital for business expansion and new product development. If our revenues continue to be insufficient to support our operational activities, we intend to raise additional capital through the sale of equity securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to us on reasonable terms and ultimately generating sufficient revenue from operations. Our operating loss continues to shrink, and investments should allow us to continue for several months until sufficient revenue is met. Management believes that its actions to secure additional funding will allow us to continue as a going concern. We currently do not have any committed sources of financing other than our accounts receivable factoring agreement, which requires us to meet certain requirements to utilize. There can be no assurance that we will meet all or any of the requirements pursuant to our line of credit, or accounts receivable factoring agreement, and therefore those financing options may be unavailable to us. The Equity Purchase Agreement that we entered into November 2022 also has several conditions that we must meet before ClearThink Capital Partners, LLC is required to purchase shares of our common stock and there can be no assurance that we will meet those conditions. There is no guarantee we will be successful in raising capital outside of our current sources, and if so, that we will be able to do so on favorable terms." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1127993/000109181822000159/gaxy-20220930.htm About Galaxy Next Generation Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. -- http://www.galaxynext.us-- is a manufacturer and distributor of interactive learning technologies and enhanced audio solutions. It develops both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy Next reported a net loss of $6.25 million for the year ended June 30, 2022, compared to a net loss of $24.43 million for the year ended June 30, 2021. As of June 30, 2022, the Company had $4.56 million in total assets, $6.79 million in total liabilities, and a total stockholders' deficit of $2.23 million. Indianapolis, Indiana-based Somerset CPAs PC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 23, 2022, citing that the Company has suffered recurring losses from operations, recurring negative operating cash flows and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GIRARDI & KEESE: LA FBI Head Now Owned Tom's House -------------------------------------------------- Brandon Lowrey of Law360 reports that the new head of the FBI's Los Angeles office — the same office behind the arrest of Girardi Keese's former chief financial officer earlier this month -- owns a $1.2 million home that was paid for by the scandal-plagued law firm's founder, Tom Girardi, a Law360 investigation has found. FBI Mum on Relationship Meanwhile, the Los Angeles Times reports that The FBI's Los Angeles field office, which is leading the high-profile investigation into rampant corruption at the now-defunct law firm of Tom Girardi, refuses to answer questions about the relationship between the agency's top local official, his mother and the disgraced legal legend. According to the Times, Donald Alway, the assistant director in charge of the FBI's field office in Los Angeles, is the son of Girardi's former girlfriend and secretary. His mother, Michelle Alway, received hundreds of thousands of dollars from Girardi and his law firm in the mid-1990s, according to court documents. By that time, Girardi had already begun diverting client settlement money for his own purposes, a practice that has continued in recent years, according to documents filed by a trustee in bankruptcy. Beyond cash transfers, Girardi paid more than $131,000 for the mortgage on Michelle Alway's Carmel-by-the-Sea home between 1993 and 1998, according to court filings during the divorce. of Girardi with his second wife. Monterey County real estate records show Donald Alway currently co-owns the residence with his mother and the property is valued at over $1.2 million. According to The LA Times, Donald Alway, a former LA County sheriff's deputy who became local FBI bureau chief this summer, declined a request for an interview through FBI spokeswoman Laura Eimiller. In a statement, Eimiller said Alway "was not involved in this investigation, which largely predates his time at the Los Angeles Division." The timing and duration of Michelle Alway and Girardi's relationship is unclear, and she could not be reached for comment. She was identified as Girardi's former girlfriend in a forensic accountant's report during Girardi's second divorce. The attorney has been married three times, most recently to "Real Housewives of Beverly Hills" star Erika Girardi. Eimiller said the investigation into Girardi's business was being led by the U.S. Attorney's Office in Los Angeles and FBI Special Agent in Charge Brian Gilhooly. Gilhooly reports to Alway. When asked if Alway recused himself, the FBI spokeswoman did not respond. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 Telephone: (310) 640-1200 GUARDION HEALTH: Incurs $1.7 Million Net Loss in Third Quarter -------------------------------------------------------------- Guardion Health Sciences, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.69 million on $2.66 million of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $3.01 million on $3.15 million of total revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $6.02 million on $8.32 million of total revenue compared to a net loss of $10.22 million on $4.60 million of total revenue for the same period in 2021. As of Sept. 30, 2022, the Company had $28.23 million in total assets, $1.73 million in total liabilities, and $26.49 million in total stockholders' equity. Guardion stated, "Notwithstanding the net loss for the nine months ended September 30, 2022, management believes that our current cash balance and short-term investments are sufficient to fund operations for at least one year from the date that this Quarterly Report on Form 10-Q is filed with the SEC. "Our financing has historically come primarily from the sale of common stock. We will continue to incur significant expenses for continued commercialization activities related to our clinical nutrition product lines and building our infrastructure. Development and commercialization of clinical nutrition products involves a lengthy and complex process. Additionally, our long-term viability and growth may depend upon the successful development and commercialization of new complementary products or product lines. "We may continue to seek to raise additional debt and/or equity capital to fund future operations and acquisitions as necessary, but there can be no assurances that we will be able to secure such additional financing in the amounts necessary to fully fund our operating requirements and strategic initiatives on acceptable terms or at all. Over time, if we are unable to access sufficient capital resources on a timely basis, we may be forced to reduce or discontinue our product development programs and/or curtail or cease operations." Management Commentary In a press release, Bret Scholtes, Guardion's president and chief executive officer, commented, "We are pleased with the progress that we made during the quarter as we work to build a stronger clinical nutrition company, despite the decrease in revenue for the quarter, which is consistent with the broader trends in our industry." "We continue to seek new ways to leverage our brand and increase revenue, which includes adhering to our long-standing commitment to establishing clinical validation for our products. In this regard, we recently announced that we had received interim positive results of a clinical study which evaluated the effectiveness of Viactiv Omega Boost Gel Bites at increasing saturation levels of Omega-3 on red blood cells. We believe that this clinical result will help to differentiate our products from our competitors' products and result in increased consumer interest over time." Mr. Scholtes concluded, "We continue to focus on building a strong foundation for our business, so that we can ultimately demonstrate and achieve growth and commercial success. We believe that our cash position, the market position of the Viactiv product line, and current operating business strategy provide us with a strong platform from which to continue our efforts to maximize stockholder value. We continue to appreciate our stockholders' patience as we continue these efforts and we look forward to reporting our continuing progress to you." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1642375/000149315222031624/form10-q.htm About Guardion Health Sciences Headquartered in San Diego, California, Guardion Health Sciences, Inc. -- http://www.guardionhealth.com-- is a specialty health sciences company that develops clinically supported nutrition, medical foods and medical devices, with a focus in the ocular health marketplace. Located in San Diego, California, the Company combines targeted nutrition with innovative, evidence-based diagnostic technology. Guardion Health reported a net loss of $24.75 million for the year ended Dec. 31, 2021, a net loss of $8.57 million for the year ended Dec. 31, 2020, a net loss of $10.88 million for the year ended Dec. 31, 2019, and a net loss of $7.77 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $31.62 million in total assets, $1.83 million in total liabilities, and $29.79 million in total stockholders' equity. HACIENDA COMPANY: Taps Fisher Phillips as Litigation Counsel ------------------------------------------------------------ The Hacienda Company, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Fisher Phillips, LLP as its special litigation counsel. The Debtor needs the firm's legal services related to labor and employment issues, including representation in matters that are pending against the Debtor related to labor disputes. The firm will be paid at these rates: Todd Scherwin, Partner $670 per hour Hannah Sweiss, Partner $555 per hour Ariella Kupetz, Associate $420 per hour Evan Kroll, Associate $420 per hour Todd Scherwin, Esq., regional managing partner at Fisher Phillips, disclosed in a court filing that his firm neither holds nor represents any interest materially adverse to the Debtor and its estate. The firm can be reached through: Todd B. Scherwin, Esq. Fisher Phillips, LLP 444 South Flower Street, Suite 1500 Los Angeles, CA 90071 Tel: 213.330.4500 Fax: 213.330.4501 Email: tscherwin@fisherphillips.com About The Hacienda Company The Hacienda Company, LLC is a Beverly Hills, Ca.-based company engaged in therapeutic product manufacturing. Hacienda Company filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-15163) on Sept. 21, 2022, with between $1 million and $10 million in both assets and liabilities. Susan Seflin has been appointed as Subchapter V trustee. Judge Neil W. Bason oversees the case. The Debtor tapped David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP as bankruptcy counsel; Eisner, LLP as special corporate counsel; Fisher Phillips, LLP as litigation counsel; and Eisner Advisory Group, LLC as accountant. HELIUS MEDICAL: Incurs $1 Million Net Loss in Third Quarter ----------------------------------------------------------- Helius Medical Technologies, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.03 million on $196,000 of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $4.69 million on $109,000 of total revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $9.18 million on $505,000 of total revenue compared to a net loss of $14.03 million on $264,000 of total revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $18.86 million in total assets, $5.90 million in total liabilities, and $12.96 million in total stockholders' equity. As of Sept. 30, 2022, the Company had cash of $16.7 million, compared to $11.0 million at Dec. 31, 2021. The Company had no debt outstanding at Sept. 30, 2022. Management's Comments "It was the first full quarter of commercial sales and the market response to PoNS Therapy remained strong, as demonstrated by the quarter over quarter increase in US sales. The Patient Therapy Access Program we introduced in June has been well received, and a significant percentage of patients have used PTAP to access on-label PoNS Therapy at a reduced price. We also addressed another major impediment to access by introducing an online training module which has allowed us to greatly accelerate the training of physical therapists. In the US, we have gone from less than half a dozen to close to 100 PTs trained over the past three months, with the large majority occurring since we kicked off the program. Because physical therapists can now receive PoNS Therapy training on-demand in three hours or less, instead of through an in-person, multi-day course, patients can have readily available access to PoNS trained therapist," said Dane Andreeff, president and chief executive officer of Helius, in a press release. "We also made progress with TEP, an important program that will help us gather information about the effectiveness of PoNS Therapy in a real-world environment. During the quarter, we began enrollment at the previously announced TEP locations and, more recently, added Mass General and OSHU as a Centers of Excellence. We are energized by all the Company has accomplished in 2022 so far and, fortified by our recent equity raise, look forward to continuing the momentum into next year and beyond, bringing relief to as many patients as possible who suffer from gait impairment," concluded Mr. Andreeff. Bankruptcy Warning Helius stated in the SEC filing that, "We believe that our existing capital resources, including the net proceeds from the August 2022 Public Offering, will be sufficient to fund our operations into the third quarter of 2023, but we will be required to seek additional funding through the sale of equity or debt financing to continue to fund our operations thereafter. We will need additional funding for our planned clinical trial for stroke. The amount required to fund operations thereafter will depend on various factors, including timing of approval of clinical trials, duration and result of clinical trials and other factors that affect the cost of the clinical trial, manufacturing costs of product, development of our product for new indications and demand for our authorized products in the market. "There can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to us. If we are unable to raise sufficient additional capital, we may be compelled to reduce the scope of our operations and planned capital expenditure or sell certain assets, including intellectual property, and we may be forced to cease or wind down operations, seek protection under the provisions of the U.S. Bankruptcy Code, or liquidate and dissolve our company." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1610853/000155837022017601/tmb-20220930x10q.htm About Helius Medical Helius Medical Technologies, Inc. -- http://www.heliusmedical.com -- is a neurotech company focused on neurological wellness. Its purpose is to develop, license or acquire non-invasive technologies targeted at reducing symptoms of neurological disease or trauma. Helius Medical reported a net loss of $18.13 million for the year ended Dec. 31, 2021, compared to a net loss of $14.13 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $6.55 million in total assets, $2.04 million in total liabilities, and $4.50 million in total stockholders' equity. Philadelphia, Pennsylvania-based BDO USA, LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 14, 2022, citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $137.0 million as of Dec. 31, 2021 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. HOSTESS BRANDS: S&P Upgrades ICR to 'BB-', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based Hostess Brands Inc. to 'BB-' from 'B+'. S&P said, "Concurrently, we raised our rating on the company's senior secured credit facilities to 'BB' from 'BB-'. The recovery rating on the senior secured debt remains '2', reflecting our estimate of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. "The stable outlook reflects our expectation that the company will maintain its current financial policies and manage leverage at current levels. "The upgrade reflects Hostess' strong operating performance and lower debt leverage. During the third fiscal quarter ended Sept. 30, 2022, Hostess' revenues grew 20.2%, driven by 20% price mix improvements while volumes remained flat. S&P Global Ratings-adjusted EBITDA grew over 18% during the third fiscal quarter compared with the same prior-year period, resulting in net leverage of 3.5x (We include tax receivable agreement obligations in our leverage calculations for Hostess, raising leverage about 0.5x.), improved from 4x in the prior period. Although the company continues to face supply chain disruptions and input cost inflation, Hostess' strong operating performance demonstrates robust operational capabilities. S&P believes its investments in marketing to increase consumer engagement and its innovative product offerings boosted its pricing ability and market share gains. Hostess also continues to benefit from distribution gains in the higher-margin convenience channel and higher volumes of its single-serve product offerings. While the company took price increases, price elasticities have remained lower than our forecast. The company also aggressively utilized revenue growth management actions such as reduced promotions, trade program optimization and package size reductions, as well as productivity initiatives to support profitability. Additionally, improving household penetration and higher repeat purchase rates will continue to build loyalty across its broad portfolio of brands. Further distribution gains in convenience and drug stores will result in incremental revenue opportunities for the fast-growing Voortman segment. S&P said, "Elevated commodity, labor, and transportation costs remain challenging, though we expect these pressures to ease slightly over the next year. Similar to its peers, Hostess has combatted inflationary pressures across its portfolio with price increases. Indications of easing inflation have begun in some areas of the supply chain, such as transportation costs declining significantly over the last six months. However, labor costs and raw materials may take longer to come down. Supply chain disruption continues to be a risk to operating performance. We expect Hostess to continue to manage the higher cost environment through revenue growth management actions. "We forecast sales of over $1.4 billion in 2023 and EBITDA to continue to grow in fiscal 2023, albeit at a slower rate than in 2022, and estimate EBITDA margins will decline to about 21.5% in fiscal 2023 from about 22% in fiscal 2022. The slower growth in 2023 reflects our expectations for lower price increases and modest price elasticities. The lower EBITDA margin forecast incorporates our expectation of higher marketing and advertising spend to support new product introductions. We believe the company would still experience steady demand in a recessionary environment as indulgent snacking trends have been resilient in economic downturns and Hostess will continue to benefit from its strong positioning in the dollar channel and its affordable price points. "Hostess has greater scale and bolstered its competitive position in the niche sweet baked goods (SBG) categories that benefit from favorable indulgent snacking trends. We believe that Hostess's scale and product offering has improved because of its efforts to streamline its portfolio following the Voortman Cookies acquisition in 2020 and the in-store bakery business divestiture in 2019. The company now holds a 21.4% market share of the $7.3 billion U.S. SBG industry according to Nielsen, up from about 19% in 2018. The company's SBG products have a relatively longer shelf life and the company has added frozen food distributors to its supply chain to expand distribution to small and local grocery chains. The warehouse delivery model enabled the company to achieve broad distribution across all channels and better product availability, while maximizing customized display across the store, which is critical given the impulse-driven nature of its products. The transition to a large primary distribution center in Edgerton, Kan., in 2020 was critical to the successful Voortman integration and has provided additional growth capacity." The company expanded its product offerings to suit snacking occasions throughout the day. Hostess' focus on faster-growing snacking occasions contributed to incremental growth in recent years. For example, the company's breakfast portfolio experienced 25% point-of-sale growth for the nine-month period ended September 2022. Hostess has also made considerable investments in product innovation and introduced some successful new products such as Bouncers, Baby Bundts and Crispy Minis to address specific consumption occasion needs. Still, the SBG category is susceptible to changing consumer tastes and preferences, especially given the ongoing consumer desire for healthier foods with fewer additives and artificial ingredients. Nevertheless, the category is growing faster than packaged food overall, indicating consumers' continued desire to indulge. S&P said, "We expect Hostess to maintain S&P Global Ratings-adjusted net leverage under 5x. We expect Hostess to continue to repurchase shares in the absence of sizeable acquisitions. We view the $150 million share repurchase authorization as opportunistic, rather than a shift to more aggressive shareholder returns. Management's stated leverage target is 3x-4x with a willingness to temporarily exceed 4x for larger acquisitions. Although the company has maintained leverage at or below 4x for the last six quarters, mergers and acquisitions (M&A) is a key part of its strategy. "In January 2020, Hostess completed the acquisition of Voortman for $330 million, its largest purchase since its restart as a new company in 2013. Our measure of Hostess' pro forma leverage spiked to about 5.6x when the transaction occurred, but it reduced leverage to low-5x by the end of 2020 and about 4.1x by the end of June 2021. In our leverage calculations for Hostess, we include its tax receivable agreement obligations, raising leverage about 0.5x. "We believe the company would seek a similar-sized target to bolster its portfolio in adjacent product categories. In addition, we anticipate capital expenditures (capex) to remain elevated in fiscal 2023 to support the opening of the Arkadelphia, Ark., facility which is expected to begin production in the second half of next year. Based on our projections for about $225 million of reported operating cash flow generation in 2023, we expect Hostess will fund its growth spending internally, which will not lead to a material increase in its debt. "The stable outlook on Hostess reflects our expectation that it will continue to increase its top-line revenue and EBITDA over the next year while maintaining its financial policies and managing leverage at current levels." S&P could lower its rating on Hostess if it believes it will sustain leverage above 5x. This could occur if: -- Its financial policies become more aggressive, including undertaking large debt-financed acquisitions or share repurchases that lead to a material deterioration in its credit metrics; or -- Its operating performance deteriorates, possibly due to consumers shifting away from its products to healthier alternatives or other brands or an inability to maintain profitability because of higher costs. S&P could raise its rating on Hostess if it believes it will sustain S&P Global Ratings-adjusted leverage below 4x. This could occur if: -- The company demonstrates that it is committed to maintaining leverage at the low end of its current target range, and S&P feels confident it will not undertake any large debt-financed acquisitions or share repurchases that would lead to a material deterioration in its credit metrics; or -- Its operating performance significantly improves, possibly due to strong consumption growth and continued market share gains across its portfolio. ESG credit indicators: E-2, S-2, G-2 HOUSTON AMERICAN: Posts $391K Net Loss in Third Quarter ------------------------------------------------------- Houston American Energy Corp. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $391,280 on $427,256 of oil and gas revenue for the three months ended Sept. 30, 2022, compared to a net loss of $350,875 on $290,375 of oil and gas revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $552,475 on $1.31 million of oil and gas revenue compared to a net loss of $664,695 on $922,862 of oil and gas revenue for the same period during the prior year. As of Sept. 30, 2022, the Company had $10.35 million in total assets, $385,410 in total liabilities, and $9.96 million in total shareholders' equity. Houston Energy stated, "The Company believes that it has the ability to fund, from cash on hand, its operating costs and anticipated drilling operations for at least the next twelve months following the issuance of these financial statements. "The actual timing and number of wells drilled during 2022 and beyond will be principally controlled by the operators of the Company's acreage, based on a number of factors, including but not limited to availability of financing, performance of existing wells on the subject acreage, energy prices and industry condition and outlook, costs of drilling and completion services and equipment and other factors beyond the Company's control or that of its operators. "In the event that the Company pursues additional acreage acquisitions or expands its drilling plans, the Company may be required to secure additional funding beyond our resources on hand. While the Company may, among other efforts, seek additional funding from "at-the-market" sales of common stock, and private sales of equity and debt securities, it presently does not have any commitments to provide additional funding, has less than 1 million shares of common stock available to support capital raising efforts and there can be no assurance that the Company can secure the necessary capital to fund its share of drilling, acquisition or other costs on acceptable terms or at all. If, for any reason, the Company is unable to fund its share of drilling and completion costs, it would forego participation in one or more of such wells. In such event, the Company may be subject to penalties or to the possible loss of some of its rights and interests in prospects with respect to which it fails to satisfy funding obligations and it may be required to curtail operations and forego opportunities." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1156041/000149315222032014/form10-q.htm About Houston American Energy Based in Houston, Texas, Houston American Energy Corp. is an independent oil and gas company focused on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties. The Company's principal properties, and operations are in the U.S. Permian Basin. Additionally, it has properties in the U.S. Gulf Coast region, particularly Texas and Louisiana, and in the South American country of Colombia. Houston American reported a net loss of $1.02 million for the year ended Dec. 31, 2021, a net loss of $4.04 million for the year ended Dec. 31, 2020, and a net loss of $2.51 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $10.63 million in total assets, $369,461 in total liabilities, and $10.26 million in total shareholders' equity. HUMANIGEN INC: Lowers Net Loss to $23.7 Million in Third Quarter ---------------------------------------------------------------- Humanigen, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $23.69 million on $221,000 of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $66.74 million on $1.04 million of total revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $75.12 million on $2.29 million of total revenue compared to a net loss of $203.11 million on $2.56 million of total revenue for the nine months ended Sept. 30, 2021. According to the Company, the decrease in net loss for both periods was largely due to a decrease in expenses, mainly Research and Development (R&D) expense. R&D expense decreased by $41.9 million from $60.8 million for the three months ended Sept. 30, 2021 to $18.9 million for the three months ended Sept. 30, 2022 and decreased by $121.2 million from $183.8 million for the nine months ended Sept. 30, 2021 to $62.6 million for the nine months ended Sept. 30, 2022. The decrease in R&D expense is primarily due to decreased lenzilumab manufacturing costs for the quarter ended Sept. 30, 2022 of $38.4 million, and for the nine months ended Sept. 30, 2022 of $108.7 million. As of Sept. 30, 2022, the Company had $25.97 million in total assets, $78.37 million in total liabilities, and a total stockholders' deficit of $52.40 million. Net cash used in operating activities, net of balance sheet changes, was $62.1 million for the nine months ended Sept. 30, 2022. During the first nine months of 2022, the company sold shares of its common stock under its At-the-Market (ATM) facility, raising net proceeds of approximately $41.8 million. As of Sept. 30, 2022, the company had cash and cash equivalents of approximately $24.7 million. Humanigen state, "The Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2022 were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. However, the Company has incurred net losses since its inception, and has negative operating cash flows and its total liabilities exceed total assets. These conditions raise substantial doubt about the Company's ability to continue as a going concern. "As of September 30, 2022, the Company had cash and cash equivalents of $24.7 million. Considering the Company's current cash resources and its current and expected levels of operating expenses for the next twelve months, which includes combined accounts payable and accrued expenses recorded in the Company's condensed consolidated balance sheets as of September 30, 2022 of $75.5 million, certain of which are in dispute, and manufacturing commitments of $3.2 million during the remaining three months of 2022, $2.3 million for 2023, and $3.8 million thereafter... the Company requires additional capital to fund the Company's planned operations. The Company intends to seek to defer payments, negotiate lower amounts or pursue other courses of action for certain commitments and amounts owed to manufacturing and other partners at September 30, 2022. In order to remain a going concern and execute its strategic realignment plan, the Company must successfully renegotiate these amounts owed, and settle disputes, including current and potential future arbitration and litigation. The Company recently engaged SC&H Capital, an affiliate of SC&H Group, ("SC&H"), to advise the Company on exploration of strategic options to maximize value around its development pipeline. The Company has not set a timetable for the conclusion of its review of strategic alternatives, and there can be no assurance that this process will result in any transaction. The Company also may seek to raise such additional capital through public or private equity offerings, including under the Controlled Equity OfferingSM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. ("Cantor"), grant financing, convertible and other debt financings, collaborations, strategic alliances, or licensing arrangements involving LENZ and iFab. Additional funds may not be available when the Company needs them on terms that are acceptable to the Company, or at all. If adequate funds are not available, the Company may be required to delay or reduce the scope of or eliminate one or more of its research or development programs, its commercialization efforts or its manufacturing commitments and capacity, and may not be able to continue as a going concern. In addition, if the Company raises additional funds through collaborations, strategic alliances, or licensing arrangements with third parties, the Company may have to relinquish rights to its technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to the Company. While management believes its realignment plans and its plans to raise additional funds will alleviate the conditions that raise substantial doubt about the Company's ability to continue as a going concern, these plans are not entirely within the Company's control and cannot be assessed as being probable of occurring." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1293310/000121465922013718/hgen-20220930.htm 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. IGLESIA CRISTIANA: Wins Jan. 31 Extension to File Plan ------------------------------------------------------ Judge Edward A. Godoy has entered an order granting the motion of Iglesia Cristiana Hefzi−BA (IS.62) Inc. for an extension of time until Jan. 31, 2023, to file a Disclosure Statement and a Plan of Reorganization. About Iglesia Cristiana Hefzi-BA Iglesia Cristiana Hefzi-BA (IS.62) Inc. sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-02170) on July 26, 2022. In the petition filed by Deborah Magaly Alvarez Alvarez, pastora, the Debtor estimated assets between $1 million and $10 million and liabilities between $100,000 and $500,000. Juan Carlos Bigas Valedon, Esq., is the Debtor's legal counsel while Orlando Loperena Lopez, MBA is the Debtor's accountant. INFOVINE: Commences Chapter 11 Subchapter V Case ------------------------------------------------ InfoVine filed for chapter 11 protection in the Middle District of Florida. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. Infovine is a print and mailing company that specializes in direct mail operations for both for-profit and non-profit organizations. The Debtor has been in business for over 23 years and has endured economic difficulties related to the Covid-19 Pandemic. Since 2020, the Debtor has been severely impacted by the reduction in print and mail, particularly because the majority of its business was from non-profit organizations, predominantly in the arts. The Debtor filed motions to pay employee payroll and use cash collateral. The creditors that purport to hold liens or security interests in inventory and accounts are Wells Fargo Equipment Finance, Inc.; Connext Financial LTD; Bank of the West; PNC Equipment Finance, LLC; Hewlett-Packard Financial Services Company; TCF Equipment Finance, a Division of TCF National Bank; Liberty Capital Group, Inc.; Allegiance Bank; Frost Bank; CT Corporation System, as Representative; U.S. Small Business Administration; ENGS Commercial Finance CO.; Financial Pacific Leasing, Inc.; Hitachi Capital America Corp.; LCA Bank Corporation; Braun Enterprises; Financial Pacific Leasing; CT Corporation System; TFC (Hanmi Bank); CIT Bank, N.A.; Arvest Bank; ARVEST Equipment Finance; Frank E. Hood, Jr.; GFE.; Pawnee Leasing Corporation; Corporation Service Company, as Representative; SBA EIDL; Commercial Capital Company, LLC; Academy Bank, N.A.; Summit Funding Group; Fundamental Capital, LLC; and The Huntington National Bank. According to court filings, InfoVine estimates $1 million to $10 million in total debt to 1 to 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 Dec. 16, 2022, at 10:00 AM at US Trustee Houston Teleconference. Proofs of claim are due by Jan. 31, 2023. About InfoVine Founded in 1999, InfoVine provides direct mail operations for both for-profit and non-profit organizations. InfoVine filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33393) on Nov. 15, 2022. In the petition filed by Lorena Igesias, as president and CEO, the Debtor reported assets and liabilities between $1 million and $10 million each. Brendon D Singh has been appointed as Subchapter V trustee. The Debtor is represented by: Reese W Baker Baker & Associates PO Box 70168 Houston, TX 77270-0168 INGENOVIS HEALTH: S&P Rates New $85MM Incremental Term Loan 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Ingenovis Health Inc.'s proposed $85 million incremental first-lien term loan due 2028. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P expects the company to use the proceeds from the proposed incremental term loan, a $25 million draw on its existing revolving credit facility (RCF), rollover equity, and cash on balance sheet to fund the acquisition of cardiovascular health care staffing provider Springboard Inc. and related transaction fees. At same time the company is increasing the size of its revolver to $85 million from $70 million. S&P views this acquisition and financing plan to be consistent with its view of the company's acquisition strategy and financial policy. S&P said, "All our ratings on the company are unchanged. Our 'B' issuer credit rating on Ingenovis reflects the company's modest scale and favorable industry dynamics, including an aging population and persistent nurse staffing shortages, which have been exacerbated by the pandemic. These factors are somewhat offset by the company's narrow focus within the highly fragmented travel nurse and fast-response staffing market. "The stable rating outlook reflects our expectation that the company will continue to generate steady cash flow despite the moderation of bill rates in the near term from their pandemic highs. We forecast its S&P Global Ratings-adjusted EBITDA margins will remain stable. Despite positive cash flow generation, the company's adjusted leverage will average above 5x, given the aggressive financial policy and sponsor ownership. It also reflects our forecast for strong adjusted free operating cash flow to debt in 10%-12% range over the next few years." Recovery Analysis Key analytical factors -- Ingenovis' capital structure post transaction will comprise of $85 million first-lien revolver, $675 million first-lien term loan, and $85 million incremental term loan. -- S&P assumes the revolver will be 85% drawn and SOFR of 250 bps. -- S&P's simulated default scenario contemplates a default occurring in 2025 stemming from a decline in the demand for traditional travel nurses during a hypothetical deep and extended recession, which is compounded by contract losses. -- S&P values the company on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA. This is consistent with its treatment of its peers with similar business positioning and scale. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: $85 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $444 million -- Valuation split (obligors/nonobligors): 100%/0% -- Collateral value available to secured creditors: $444 million -- Secured first-lien debt: $830 million --Recovery expectations: 50%-70%; rounded estimate: 50% Note: All debt amounts include six months of prepetition interest INPIXON: Reports Third Quarter Net Loss of $18 Million ------------------------------------------------------ Inpixon has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $17.99 million on $4.18 million of revenues for the three months ended Sept. 30, 2022, compared to a net loss of $33.95 million on $4.45 million of revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $49.88 million on $14.13 million of revenues compared to a net loss of $31.98 million on $10.86 million of revenues for the same period during the prior year. As of Sept. 30, 2022, the Company had $108.59 million in total assets, $21.61 million in total liabilities, $53.20 million in mezzanine equity, and $33.79 million in total stockholders' equity. Inpixon stated in the filing that, "Certain global events, such as the continued impact of the pandemic, the recent military conflict between Russia and Ukraine, market volatility and other general economic factors that are beyond our control may impact our results of operations. These factors can include interest rates; recession; inflation; unemployment trends; the threat or possibility of war, terrorism or other global or national unrest; political or financial instability; and other matters that influence our customers spending. Increasing volatility in financial markets and changes in the economic climate could adversely affect our results of operation. We also expect that supply chain interruptions and constraints, and increased costs on parts, materials and labor may continue to be a challenge for our business. While we have been able to realize growth in the nine months ended September 30, 2022 as compared to the same period in 2021, the impact that these global events will have on general economic conditions is continuously evolving and the ultimate impact that they will have on our results of operations continues to remain uncertain. There are no assurances that we will be able to continue to experience the same growth or not be materially adversely effected. "The Company's recurring losses and utilization of cash in its operations are indicators of going concern however with the Company's current liquidity position, the Company believes it has the ability to mitigate such concerns for a period of at least one year from the date these financial statements are issued." Management's Comments "We took a number of actions in the third quarter in furtherance of our objective to unlock value for our shareholders," commented Nadir Ali, CEO of Inpixon. "We implemented initiatives to streamline our operations and reduce our operating costs. We also signed a definitive agreement for the spinoff and sale of our enterprise apps business segment with KINS Technology Group Inc. in a transaction valued at approximately $69 million, which we believe is a significant win for our shareholders. We continue to see strong demand for expansions within our existing customer base across both business lines within our Indoor Intelligence segment. Although overall macroeconomic market conditions have resulted in some challenges, we still achieved revenue growth of approximately 30% for the nine months ended September 30, 2022 compared to the same period last year. We believe the activities we are undertaking will have a meaningful impact in accelerating the path to profitability and positioning our Indoor Intelligence business lines for continued growth and long-term success." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1529113/000162828022029904/inpx-20220930.htm About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's indoor location data platform and patented technologies ingest and integrate data with indoor maps enabling users to harness the power of indoor data to create actionable intelligence. Inpixon reported a net loss of $70.13 million for the year ended Dec. 31, 2021, a net loss of $29.21 million for the year ended Dec. 31, 2020, a net loss of $33.98 million for the year ended Dec. 31, 2019, and a net loss of $24.56 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $117.85 million in total assets, $15.70 million in total liabilities, $48.16 million in mezzanine equity, and $53.98 million in total stockholders' equity. INSULATION COATINGS: Seeks to Hire Colligan Law as Special Counsel ------------------------------------------------------------------ Insulation Coatings & Consultations, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Colligan Law, LLP as its special counsel. The Debtor requires legal assistance to remove the pending state court case it filed against Liberty Mutual Insurance Company from Erie County, New York to the U.S. District Court for the Western District of New York, and then to transfer the case from the New York district court to the U.S. District Court for the Western District of Pennsylvania. The firm's hourly rates range from $225 to $345. The firm will seek reimbursement for out-of-pocket expenses incurred. Frederick Gawronski, Esq., a partner at Colligan Law, 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: Frederick J. Gawronski, Esq. Colligan Law, LLP 12 Fountain Plaza, Suite 600 Buffalo, NY 14202 Tel: (716) 885-1150 Fax: (716) 885-4662 Email: fgawronski@colliganlaw.com About Insulation Coatings & Consultations Insulation Coatings & Consultants, LLC provides acoustical and thermal insulations that have been used in commercial, industrial and institutional projects nationwide. The Debtor serves the New York, Pennsylvania, and Ohio areas. Insulation Coatings & Consultants sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-10340) on Aug. 9, 2022. In the petition signed by its manager, Charles C. Sorce, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Taddonio oversees the case. The Debtor tapped Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, PC as bankruptcy counsel; Colligan Law, LLP as special counsel; and Schaffner Knight Minnaugh & Co. as accountant. INTEGRATED VENTURES: Posts $786K Net Loss in First Quarter ---------------------------------------------------------- Integrated Ventures, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $786,382 on $555,365 of net total revenue for the three months ended Sept. 30, 2022, compared to a net income of $1.35 million on $1.92 million of net total revenue for the three months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $15.95 million in total assets, $1.96 million in total current liabilities, $1.12 million in series C preferred stock, $3 million in series D preferred stock, and $9.86 million in total stockholders' equity. Going Concern The Company has reported recurring net losses since its inception. As of Sept. 30, 2022, the Company had an accumulated deficit of $47,293,838. The Company said these conditions raise substantial doubt about the Company's ability to continue as a going concern. Integrated Ventures said, "The ability of the Company to reach a successful level of operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements. "There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources fund its operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in its business plan or in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1520118/000147793222008398/intv_10q.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. Integrated Ventures reported a net loss of $565,514 for the year ended June 30, 2022, compared to a net loss of $22.43 million 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. INTERPACE BIOSCIENCES: All Five Proposals Passed at Annual Meeting ------------------------------------------------------------------ Interpace Biosciences, Inc. held its 2022 annual meeting of stockholders at which the stockholders: (1) elected Stephen J. Sullivan as Class I director to serve until the 2025 annual meeting or until such director's successor is duly elected and qualified; (2) approved an amendment to the Company's 2019 Equity Incentive Plan to increase the number of authorized shares of common stock reserved for issuance thereunder by 1,000,000 shares; (3) approved an amendment to the Company's Employee Stock Purchase Plan to increase the number of authorized shares of common stock reserved for issuance thereunder by 1,000,000 shares; (4) granted the board of directors of the Company discretionary authority to amend the Company's Certificate of Incorporation, as amended, to effect a reverse stock split of its common stock within the range of 1-for-2 to 1-for-10 with the exact ratio, if any, to be determined by the Board, but not later than one year after stockholder approval thereof; and (5) ratified the appointment of EisnerAmper, LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2022. About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- specializes in personalized medicine, offering services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Interpace Biosciences reported a net loss of $14.94 million for the year ended Dec. 31, 2021, compared to a net loss of $26.45 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $15.29 million in total assets, $30.35 million in total liabilities, $46.54 million in redeemable preferred stock, and a total stockholders' deficit of $61.59 million. Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered operating losses, has negative operating cash flows and is dependent upon its ability to generate profitable operations in the future and/or obtain additional financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These conditions raise substantial doubt about its ability to continue as a going concern. INTERPACE BIOSCIENCES: Posts $14.2-Mil. Net Loss in Third Quarter ----------------------------------------------------------------- Interpace Biosciences, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $14.21 million on $8.19 million of net revenue for the three months ended Sept. 30, 2022, compared to a net loss of $3.56 million on $8.06 million of net revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $20.39 million on $23.51 million of net revenue compared to a net loss of $11.21 million on $24.01 million of net revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $15.29 million in total assets, $30.35 million in total liabilities, $46.54 million in redeemable preferred stock, and a total stockholders' deficit of $61.59 million. "We are very pleased with the improvement in liquidity resulting from the sale of the Pharma business in August," stated Tom Burnell, Ph.D., president and CEO of Interpace Biosciences, in a press release. "We believe we have sufficient cash and line of credit availability to fund operations for at least the next twelve months, resulting in a removal of a going concern conclusion as of the end of the third quarter." Mr. Burnell continued, "This gives the Company flexibility going into the fourth quarter of 2022 and early 2023. "We're also pleased to announce that the last 2 quarters of volume for both of our testing franchises have been the Company's highest two quarters of volume on record. However, the ThyGeNEXT pricing change impacted revenue and EBITDA by approximately $1.4 million for the third quarter of 2022," stated Mr. Burnell. Going Concern Interpace stated in the filing that, "Our ability to continue as a going concern depends on having working capital for vendor payments, meeting short-term obligations on other accrued liabilities, and amongst other requirements, making interest payments on our debt obligations. Without positive operating margins and sufficient working capital and the ability to meet our debt obligations, our business will be jeopardized and we may not be able to continue in our current structure, if at all. Under these circumstances, we would likely have to consider other options, such as selling assets, raising additional debt or equity capital, cutting costs or otherwise reducing our cash requirements, or negotiating with our creditors to restructure our applicable obligations. With the proceeds received from the sale of the Pharma Solutions business, as well as the expected improvement in future operating cash flows associated with the disposition, as of the date of this filing, the Company anticipates that current cash and cash equivalents and forecasted cash receipts would still be sufficient to meet its anticipated cash requirements through the next twelve months." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1054102/000149315222032191/form10-q.htm About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- specializes in personalized medicine, offering services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Interpace Biosciences reported a net loss of $14.94 million for the year ended Dec. 31, 2021, compared to a net loss of $26.45 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $35.49 million in total assets, $36.90 million in total liabilities, $46.54 million in redeemable preferred stock, and a total stockholders' deficit of $47.95 million. Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered operating losses, has negative operating cash flows and is dependent upon its ability to generate profitable operations in the future and/or obtain additional financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These conditions raise substantial doubt about its ability to continue as a going concern. JOHNSTONE FAMILY: Taps Potts, Hannah & Fischer as Accountant ------------------------------------------------------------ Johnstone Family Practice, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Potts, Hannah & Fischer, P.C. as its accountant. The Debtor requires an accountant to: (a) organize financial books and records; (b) prepare bi-weekly and monthly operating reports; and (c) prepare projections and assist in the formulation of a Chapter 11 plan of reorganization. The firm will be paid up to $10,000 in fees. As disclosed in court filings, Potts, Hannah & Fischer is a disinterested party and does not have an adverse relationship to the Debtor's bankruptcy case. The firm can be reached through: Erin Hance Potts, Hannah & Fischer, P.C. 5140 Commerce Circle Indianapolis, IN 46237 Phone: +1 317-888-1400 Email: Erin@phfcpas.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. David R. Krebs, Esq., at Hester Baker Krebs, LLC and Potts, Hannah & Fischer, P.C. serve as the Debtor's legal counsel and accountant, respectively. LEGACY EJY: Exclusivity Period Extended to Jan. 26 -------------------------------------------------- Legacy EJY, Inc. and its affiliates obtained a court order extending their exclusive right to file a Chapter 11 plan to Jan. 26, 2023, and solicit acceptances from creditors to March 27, 2023. The ruling by Judge J. Kate Stickles of the U.S. Bankruptcy Court for the District of Delaware allows the companies to pursue confirmation of their own plan without the threat of a rival plan from creditors. The companies on Oct. 14 filed a Chapter 11 plan of liquidation, which proposes to pay general unsecured creditors 46 percent to 64 percent of their allowed claims. Allowed claims and any amounts necessary to wind down the estates will be paid from the companies' assets. The companies sold substantially all of their assets to Asurion. The sale closed on Aug. 31. About Legacy EJY Enjoy Technology, Inc., now known as Legacy EJY, Inc., provides a commerce-at-home experience for consumers through their network of mobile retail stores. It is based in Palo Alto, Calif. Enjoy Technology and affiliates, Enjoy Technology Operating Corp. and Enjoy Technology, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10580) on June 30, 2022. In the petition signed by its chief legal officer and corporate secretary, Tiffany N. Meriweather, Enjoy Technology, Inc. disclosed $111,661,000 in total assets and $69,956,000 in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Cooley, LLP and Richards, Layton, and Finger P.A. as legal counsels; Centerview Partners, LLC as investment banker; PricewaterhouseCoopers, LLP as auditor; and Todd Zoha of AP Services, LLC as chief financial officer. Stretto, Inc., is the claims, noticing agent and administrative advisor. Asurion, LLC, a Delaware Limited Liability Company, as DIP lender, is represented by Gibson, Dunn & Crutcher LLP, Bass, Berry & Sims PLC, and Pachulski Stang Ziehl & Jones, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases on July 11, 2022. Fox Rothschild, LLP and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. * * * On Aug. 12, 2022, the court approved the sale of the Debtors' assets to Asurion. The Debtors changed their names to Legacy EJY, Inc., Legacy EJY Operating Corp. and Legacy EJY Subsidiary, LLC following the sale of the assets. MACTAVISH PUBS: Case Summary & Two Unsecured Creditors ------------------------------------------------------ Debtor: MacTavish Pubs, Inc. 1828 Carson Street Pittsburgh, PA 15203 Business Description: The Debtor is a Pub in Pittsburgh Pennsylvania. Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 22-22310 Debtor's Counsel: Matthew M. Herron, Esq. THE DEBT DOCTORS, LLC d/b/a HERRON BUSINESS LAW 607 College Street, Suite 101 Pittsburgh, PA 15232 Tel: 412-395-6001 Fax: 412-391-2808 Email: mmh@thedebtdoctors.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew Topping as president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SAE5TLY/MacTavish_Pubs_Inc__pawbke-22-22310__0001.0.pdf?mcid=tGE4TAMA MASTEN SPACE: Court Confirms Ch. 11 Plan With Contract Extensions ----------------------------------------------------------------- Vince Sullivan of Law360 reports that the Chapter 11 plan of bankrupt NASA contractor Masten Space Systems received court approval Tuesday, Nov. 8, 2022, in Delaware after a judge consented to extending the window during which the debtor and its successor can assume and assign executory contracts. Under the Plan, holders of Class 3 General Unsecured Claims will receive a distribution of 1% to 10% of their allowed claims. The Debtor is a rocket and spacecraft company headquartered in Mojave, California but has sold its assets in bankruptcy. The Debtor received a stalking horse bid from Astrobotic for $4,500,000, plus payments of amounts necessary to cure assumed executory contracts, plus a waiver of Astrobotic's claims against the Debtor's estate. The sale was approved by the Court on Sept. 8, 2022, the sale closed on Sept. 9, 2022, and the Debtor received $2,678,300 from Astrobotic. This amount represents the sum due after accounting for the cash portion of the purchase price, the cost of certain contracts during the Designation Period, and the credit bid of the full amount of the DIP loan, plus all fees and interest. A full-text copy of the Combined Disclosure Statement and Plan dated September 29, 2022, is available at https://bit.ly/3MeRiLa from PacerMonitor.com at no charge. About Masten Space Systems Masten Space Systems Inc. -- https://www.masten.aero -- is a space infrastructure company enabling sustainable access and utilization of the Moon, Mars, and beyond. On July 29, 2022, Masten Space Systems Inc. filed for chapter 11 protection (Bankr. D. Del. Case No. 22-10657). In the petition filed by David Masten, as president and chief technology officer, the Debtor reported assets and liabilities between $10 million and $50 million each. Morris James LLP, is the Debtor's counsel. Alston & Bird LLP is the Debtor's corporate counsel. Gavin/Solmonese LLC is the financial advisor. MASTEN SPACE: Unsecureds to Get 1% to 10% in Confirmed Plan ----------------------------------------------------------- Judge Brendan L. Shannon has entered an order approving the Disclosure Statement on a final basis and confirming the Modified Combined Disclosure Statement and Chapter 11 Plan of Liquidation of Masten Space Systems, Inc. dated November 1, 2022. All objections that have not been withdrawn or resolved are overruled. The Plan was negotiated at arms-length by the Debtor, the Committee, and other creditors and parties in interest, and without collusion with any person or entity. The Plan has been proposed in good faith and not by any means forbidden by law, thereby satisfying Section 1129(a)(3) of the Bankruptcy Code. The unanimous support for the Plan by holders of Claims in Class 3 further demonstrates that the Plan was proposed in good faith. Four of the six Classes under the Plan have either voted to accept the Plan, are deemed to have accepted the Plan, or are unimpaired under the Plan. Holders of Claims in Classes 1 and 2 are unimpaired and deemed to accept, holders of Claims in Class 3 have unanimously voted to accept the Plan, and Holders of Claims in Class 4 did not submit any Ballots to vote on the Plan and, as a result are deemed to have accepted the Plan pursuant to the Solicitation Procedures Order. Holders of Claims and Interests in Classes 5 and 6 are deemed to reject. Nevertheless, with respect to Classes 5 and 6, the Plan is confirmable because it satisfies Section 1129(b)(1) of the Bankruptcy Code with respect to such non-accepting Classes. Modified Plan Masten Space Systems, Inc. submitted a Modified Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated November 1, 2022. The Plan contemplates the establishment of a liquidating trust by and through which the Liquidating Trustee will marshal the remaining assets of the Debtor's estate, including the proceeds from the sale of substantially all of the Debtor's assets which was approved by the Bankruptcy Court on September 8, 2022 and consummated on September 9, 2022, review the Claims, and make Distributions from the remaining Assets of the Estate to Holders of Allowed Claims and Allowed Equity Interests, as set forth herein and consistent with the priority of claim provisions of the Bankruptcy Code. On Aug. 14, 2022, the Debtor filed a motion seeks approval of bid procedures for the sale of substantially all of the Debtor's assets, including approving Astrobotic's bid, subject to higher and better bids, all culminating in a sale to be closed by Sep. 9, 2022. On or prior to the September 2, 2022, bid deadline, the Debtor received the Stalking Horse Bid from Astrobotic for $4,500,000, plus payments of amounts necessary to cure assumed executory contracts, plus a waiver of Astrobotic's claims against the Debtor's estate. The Debtor also received two bids for less than substantially all of the Debtor's assets; these two lot bids aggregated less than the consideration to be received under the Stalking Horse Bid. On September 6, 2022, the Debtor conducted an auction, which was conducted on the record, at which time the parties who had submitted bids for less than substantially all of the Debtor's assets were given an opportunity to increase their bids. Both declined. Accordingly, the Debtor determined, after consultation with the Creditors' Committee, that the Stalking Horse Bid of Astrobotic (as revised pursuant to the First Amendment) was the highest and best bid for the Debtor's assets. The two bidders for less than substantially all of the Debtor's assets were deemed to be the back-up bidders. The sale closed on September 9, 2022, and the Debtor received $2,678,300 from Astrobotic. This amount represents the sum due after accounting for the cash portion of the purchase price, the cost of certain contracts during the Designation Period, and the credit bid of the full amount of the DIP loan, plus all fees and interest. From the proceeds, $183,658.52 is being segregated as adequate protection for the asserted Secured Claim of Wallace and Smith Contractors. Under the Plan, Class 3 General Unsecured Claims total approximately $14,000,000. Each Holder of an Allowed General Unsecured Claim shall receive its Allowed Class 3 Claim its Pro Rata share of the General Unsecured Claim Distribution Fund. Creditors will recover 1% to 10% of their claims. Class 3 is impaired. "General Unsecured Claim Distribution Fund" shall mean cash available for distribution to the Holders of Allowed Class 3 and Class 4 Claims as determined by the Liquidating Trustee from time to time in accordance with Article VIII of this Plan. At any given point of measurement after the Effective Date, the General Unsecured Claim Distribution Fund shall be the amount of undistributed Cash held by the Liquidating Trust that is not required for (a) the payment of Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims; and (b) the establishment and funding of the Reserves (including any reserves for Disputed Claims and the Liquidating Trust Expenses) in accordance with Section 8.02 of this Plan. Counsel to the Debtor: Jeffrey R. Waxman, Esq. Brya M. Keilson, Esq. Sarah M. Ennis, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6800 E-mail: jwaxman@morrisjames.com bkeilson@morrisjames.com sennis@morrisjames.com A copy of the Order dated Nov. 9, 2022, is available at https://bit.ly/3A67sSc from PacerMonitor.com. A copy of the Modified Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated Nov. 9, 2022, is available at https://bit.ly/3EnRkOh from PacerMonitor.com. About Masten Space Systems Masten Space Systems, Inc. -- https://www.masten.aero/ -- is a space infrastructure company in Mojave, Calif. Masten Space Systems filed for Chapter 11 protection (Bankr. D. Del. Case No. 22-10657) on July 29, 2022, with between $10 million and $50 million in both assets and liabilities. David Masten, president and chief technology officer of Masten Space Systems, signed the petition. The Debtor tapped Morris James, LLP as bankruptcy counsel; Alston & Bird, LLP as special counsel; Gavin/Solmonese, LLC as financial advisor and restructuring advisor; and Stretto, Inc. as balloting agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Aug. 16, 2022. The committee is represented by Kilpatrick Townsend & Stockton, LLP and Cozen O'Connor. MBMK PROPERTY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: MBMK Property Holdings, LLC 7014 Pennsylvania Avenue Upper Darby, PA 19082 Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 22-13121 Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Robert B. Eyre, Esq. FOEHL & EYRE, P.C. 432 North Easton Road Glenside, PA 19038 Tel: 610-566-5926 Email: rob@foehilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Moshsin Khawaja as secretary and member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3FV3B5I/MBMK_Property_Holdings_LLC__paebke-22-13121__0001.0.pdf?mcid=tGE4TAMA MH SUB I: S&P Alters Outlook to Negative, Affirms 'B' ICR --------------------------------------------------------- S&P Global Ratings revised the rating outlook to negative from stable on U.S.-based MH Sub I LLC (doing business as WebMD and Internet Brands). At the same time, S&P affirmed all its ratings, including the 'B' issuer credit rating. The negative outlook reflects the risk that the company's free operating cash flow (FOCF) to debt could remain depressed well below 5% due to higher LIBOR rates, softer advertising demand, and the risk that upcoming September 2024 debt maturities could result in higher interest rates as the debt is refinanced. MH Sub's cash flow is pressured by its exposure to rising LIBOR rates. The company has significant exposure to rising interest rates because its capital structure is based on floating rate debt. S&P said, "As interest expense has increased with higher rates, cash flow has been pressured in 2022 and we believe it will be further pressured as rates continue to rise into 2023 and remain elevated over the next two years. All of MH Sub's debt is unhedged, and thus as LIBOR rises through 2023, the company's cash flow potential will stagnate, even with our expectations of improving EBITDA generation." S&P said, "We expect the effective average LIBOR rate will increase to 4.7% in 2023, which will equate to total annual cash interest costs of more than $450 million for the company. While we currently forecast LIBOR to decline marginally in 2024 and beyond, there remains substantial uncertainty regarding the magnitude and pace of changes to the federal funds rate over the next few years and its subsequent impact on LIBOR or the secured overnight financing rate (SOFR). "In our view, these dynamics increase the risk to MH Sub's cash generation for the next few years relative to its substantial debt burden." The company has $4.8 billion in first-lien term loans that are due in September of 2024, leading to the risk of refinancing at affordable rates. MH Sub's capital structure comprises an undrawn $300 million first-lien revolving credit facility due in 2026, $4.8 billion in first-lien term loans due in 2024, and a $575 million second-lien term loan facility due in 2029. The company's previous plans to refinance the first-lien term loans in late 2021 and early 2022 were not completed. Since that time, conditions in the debt capital markets have deteriorated due to rising interest rates and concerns over poor macroeconomic conditions in 2023. The company will need to proactively extend the maturities of these $4.8 billion in first-lien term loans well ahead of their maturity to avoid the loans becoming current. S&P believes the company's $1 billion in cash on the balance sheet, financial sponsor relationship with KKR, and historical lender relationships should enable it to achieve a refinancing in 2023. However, it believes the deterioration in the capital markets make a refinancing at current rates for the first-lien term loans (LIBOR + 3.75%) unlikely. Each 100 basis point move in this interest rate over LIBOR would mean $48 million in additional annual interest costs for the company, or roughly 1% less in FOCF to debt. S&P said, "We expect macroeconomic challenges to limit the company's organic revenue growth. S&P Global economists expect a U.S. recession in the first half of 2023 resulting in U.S. GDP growth of only 0.2% for the year. In our view, advertising demand is correlated with GDP and most correlated with brand advertiser's perceptions of consumer demand as they allocate spending on various advertising initiatives. We believe these dynamics will result in pullbacks on certain advertising spending on MH Sub's platforms. However, given the company's exposure to more resilient end-markets, such as health care advertising on WebMD, as well as its subscription-based revenues, we still expect the company to generate revenue growth for 2023, albeit in the low single-digit percentage area. "The company's EBITDA generation will be helped by expected operational efficiencies and the roll-off of one-time expenses despite lower revenue growth in 2023. We expect S&P Global Ratings-adjusted EBITDA margins of roughly 34% in 2022 to improve meaningfully to the 37% area in 2023. The company's cost base was burdened by substantial one-time items such as restructuring charges and one-time compensation costs related to the $1 billion dividend payout in early 2022. We don't expect these dividend-related compensation costs to recur in 2023. Additionally, we believe the company will continue optimizing its cost base through various initiatives. MH Sub recently acquired businesses with lower EBITDA margins than its core products and services. We expect the company will seek to streamline these new businesses. In addition, we expect the company will be scrutinizing its spending on sales and marketing initiatives considering lower revenue growth and a weaker advertising market. "In total, our EBITDA expectations result in S&P Global Ratings-adjusted leverage declining to the high-6x area in 2023 from the high-7x area in 2022. However, rising LIBOR rates and the risk of worse interest rates in a first-lien term loan refinancing mean that FOCF to debt could be in the 2.5%-4.5% range in 2023 before improving in 2024." The negative outlook reflects the risk that the company's FOCF to debt could remain depressed well below 5% due to higher LIBOR rates, softer advertising demand, and the risk that upcoming September 2024 debt maturities could result in higher interest rates as the debt is refinanced. It also reflects the risk the company's debt maturities are not proactively extended such that refinancing risk is elevated. S&P could lower its issuer credit rating if: -- FOCF to debt is expected to remain well-below 5% due to: --LIBOR rates remaining elevated or exceeding S&P's current projections; --Weaker-than-expected advertising demand that results in flat or negative revenue growth; --Poor cost management such that EBITDA margins do not materially improve over the next 12 months; or --Unfavorable interest costs on the company's first-lien debt due 2024 as it is refinanced; or -- Challenged debt capital markets do not provide the company an opportunity to refinance its first-lien debt by the second half of 2023. S&P could return the outlook to stable if: -- The company refinances its 2024 debt maturities well ahead of when they become current at affordable interest rates; and -- S&P expects the company to generate FOCF to debt at or above 5%, while growing its revenues at least in the low single-digit percentage area and improving its EBITDA margins to the high-30% area. ESG credit indicators: E-2, S-2, G-3 NB HOTELS: Solicitation Period Extended to Nov. 30 -------------------------------------------------- NB Hotels Dallas, LLC obtained an order from the U.S. Bankruptcy Court for the Northern District of Texas extending to Nov. 30 the period during which it has the exclusive right to solicit votes on its proposed Chapter 11 plan of reorganization. About NB Hotels Dallas NB Hotels Dallas, LLC owns and operates the Le Meridien Hotel Dallas located at 13402 Noel Road, Dallas, Texas. NB Hotels Dallas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-30681) on April 18, 2022, with $50 million to $100 million in both assets and liabilities. Nadir Badruddin, president of NB Hotels Dallas, signed the petition. Judge Scott W. Everett oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's legal counsel. Wells Fargo Bank, National Association, trustee for Morgan Stanley Capital Trust 2019-22 for the benefit of the Commercial Mortgage Pass-Through Certificate Holder, as lender, is represented by Bruce J. Zabarauskas, Esq., at Holland & Knight LLP. On July 27, 2022, the Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement. NEOVIA LOGISTICS: S&P Lowers ICR to 'D' on Distressed Exchange -------------------------------------------------------------- S&P Global Ratings lowered our issuer credit rating on Neovia Logistics L.P. to 'D' from 'CC'. At the same time, S&P lowered its rating on the company's first-lien term loan to 'D' from 'C'. (S&P does not rate any of its other debt facilities.) Neovia has completed a restructuring that S&P views as equivalent to a default given all facilities were affected. On Nov. 1, 2022, Neovia entered into a transaction agreement whereupon it consummated the proposed out-of-court exchange outlined in the restructuring support agreement. Total reported debt was reduced by nearly $400 million to $353 million. Its preferred equity, which S&P considers in its adjusted debt calculation, was reduced by $102 million to $176 million. Multiple lenders throughout the capital structure received compensation that was more junior or less than par. Per the terms of the transaction, the super senior revolving credit facility lenders received a $10 million prepayment and exchanged the remaining $46 million balance for an equivalent $46 million on the new super senior revolving credit facility with an August 2025 maturity. The last-out super-priority revolving credit facility lenders received a lesser portion on the junior ranking new first-lien term loan with a November 2027 maturity. The previous $65 million securitization facility was amended and restated to upsize the facility to $80 million and extend the maturity to November 2025. In addition, $163.5 million of the $336 million first-lien term loan was converted to $163.65 million of preferred equity, with the balance converted to the new first-lien term loan, which is now $248 million. Lastly, the $263 million second-lien term loan was converted to 100% common equity. S&P expects to reevaluate its issuer credit rating and debt ratings on Neovia over the next few weeks. S&P said, "Although we believe the restructuring has improved Neovia's prospects, it is likely that we may continue to view its capital structure as unsustainable due to operational challenges exacerbated by customer losses. Our evaluation will entail meeting with management to discuss recent and expected performance over the next 12-24 months. We believe that upon completion of our review, the likely issuer credit rating will be no higher than 'CCC+'. A 'CCC+' issuer credit rating indicates the appearance of an unsustainable capital structure without a specific envisioned default scenario over the subsequent 12 months. At close, the company had approximately $70 million of cash and $25 million of availability under its revolving credit facilities (including revolving and securitization). In addition, we believe the company will save about $30 million of cash interest payments in 2023. With the current cash position, we expect Neovia will have sufficient resources to make progress toward a turnaround plan while it uses cash over the next few years." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors have a moderately negative influence on our credit rating analysis of Neovia. We view financial-sponsor-owned companies with highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the controlling owners' interests, typically with finite holding periods and a focus on maximizing shareholder returns." NEWELL BRANDS: Moody's Affirms Ba1 CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Newell Brands Inc.'s Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Ba1 senior unsecured debt instrument ratings, and NP (not prime) commercial paper rating. The outlook was changed to stable from positive and the Speculative Grade Liquidity Rating ("SGL") was changed to SGL-2 from SGL-1. The affirmation reflects Newell's large scale, good, albeit weaker, operating performance, and sound operating profit margin. Although the company has executed well on its strategic goals and commitment to returning to organic growth, the weaker economic environment and inflationary pressure on consumers brings elevated risks over the next 12-18 months. These factors drive the outlook revision to stable since an upgrade to investment grade is not likely when earnings are weakening. Moody's expects that demand for discretionary products such as home fragrance, small home appliances, household food storage and outdoor & recreational products will remain under pressure particularly following a surge in demand during the global pandemic. Additionally, the company's ability to take pricing actions to offset volume declines will be limited during this period as retailers become more timid with orders and push back on suppliers to reduce prices. Bloated inventory levels at Newell may lead to discounting in order to move products quicker through the channel and to retain market share in a competitive environment. Despite the weaker economic outlook, Moody's affirmed Newell's Ba1 CFR because any cyclical weakness is likely to be temporary and the company remains focused on maintaining a moderate financial policy. However, uncertainty and downside risks remain high during this period. Moody's expects that financial leverage will remain elevated at around 4.0x to 4.5x debt-to-EBITDA over the next 12-18 months compared to 4.7x as of September 30, 2022, with the leverage decline largely due to debt repayment. Given the weak economic environment, it is unlikely the company will be able to materially reduce leverage during this period especially given it is also focused on paying a sizable dividend to its shareholders. Newell has a stated target net debt-to-EBITDA leverage ratio of 2.5x (based on the company's calculation), which is quite modest compared to its 3.9x leverage ratio as of September 30, 2022. Moody's expects free cash flows (which also accounts for the dividend) to total $225 million to $275 million over the next 12-18 months as higher than usual working capital is reduced. Moody's also expects the company will use this free cash flow towards debt repayment given its current stated leverage target. The downgrade to SGL-2 reflects earnings pressure over the next 12 months and that the significant working capital usage in 2022 will take time to work down, leading to higher revolver borrowings than previously anticipated. The SGL-2 nevertheless reflects that Newell's liquidity remains good with expected cash on hand of $400 million by December 31, 2022, unused capacity on the $1.5 billion unsecured revolving credit facility expiring in August 2027 (unrated) and $375 million under the accounts receivable securitization facility expiring in October 2023. The company had $1.1 billion in bonds that were set to mature in April 2023, but they were redeemed in October 2022. The following ratings/assessments are affected by the action: Ratings Affirmed: Issuer: Newell Brands Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Commercial Paper, Affirmed NP Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) Ratings Downgraded: Issuer: Newell Brands Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Outlook Actions: Issuer: Newell Brands Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE Newell's Ba1 CFR reflects its large scale, well recognized brands, strong product and geographic diversity, and good cash flow generation ability. The financial and operating strategies are positioning the company for more consistent performance following a period of significant strategy shifts that included portfolio reshaping through acquisitions and divestitures. The rating is constrained by concerns around the long-term growth prospects of the company's mature product categories such as small appliances and cookware, food storage, and writing that require constant investment to spur growth and retain market share. The rating also reflects the moderate operating margin and potential pressure from a high inflationary environment negatively impacting consumers. The high dividend payout ratio is also a significant drag on free cash flow. Because Newell's net debt-to-EBITDA leverage ratio of 3.9x as of September 2022 is well above its stated target of 2.5x (based on the company's calculation), Moody's expects the company to focus on reducing leverage over the next few years. Newell's exposure to environmental risks is moderately negative (E-3). The company has moderately negative exposure across most environmental subcategories except for neutral to low water management risk. Physical climate risks stem from concentrated manufacturing locations for certain products, though not necessarily located in high risk coastal or fire prone areas. The company's carbon transition risk is moderately negative and reflects the energy used in manufacturing of some of its products. Natural capital reliance reflects the use of raw materials such as oil-based resins, steel, and leather in its products. Waste and pollution risks are moderately negative given the limitations on end-of-life disposal of some of its products such as small electronics and plastic containers. Investment is necessary to minimize such environmental risks, and this can increase costs and reduce cash flow. Newell's exposure to social risks is moderately negative (S-3). The company has moderately negative exposure to demographic and social trends, health and safety and responsible production. Demographic and social trends reflect constantly changing consumer preferences that have negatively impacted organic growth. Shifting trends will continue to influence the long-term demand for the company's products. The company's diverse business portfolio with a mix of growing products helps mitigate categories where demand is declining, providing some stability to the overall revenue base and good operating cash flow generation. Health and safety carry moderate risks given the cumbersome nature of product manufacturing that is somewhat labor intensive. Newell's ongoing investment in technology and automation to minimize such risks increase costs and complexity. Responsible production reflects moderately negative risks in the company's ability to source responsibly products through third party manufacturers within its global supply chain. Newell's exposure to governance considerations positions it below average and the exposure carries overall moderately negative credit risks (G-3). Governance risk is driven primarily by its financial strategy and risk management policies reflecting moderate financial leverage albeit an aggressive dividend policy. The company continues to maintain a sizable dividend despite divestitures that have reduced the earnings base. However, Newell recently reduced its financial leverage targets with a goal of returning to investment grade. Newell's 2.5x target net debt-to-EBITDA leverage indicates a continued focus by management on further reducing leverage either through debt repayment or EBITDA growth. Management credibility and track record also is moderately negative reflecting numerous management and board changes over the past five years resulting in an unclear strategy that involved numerous acquisitions and changing divestiture plans. Current management has led the company with a much clearer direction and is taking actions to realize synergies from past acquisitions. Newell is a widely held public company. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Newell will continue to exhibit modest earnings weakness over the next 12 months and that financial leverage will remain somewhat elevated. The stable outlook also reflects Moody's expectation that Newell will continue to prioritize its large dividend payout at the existing level and use excess cash for debt repayment with share repurchases unlikely during this period. Ratings could be upgraded if Newell delivers good operating execution including sustained organic revenue growth with a stable to higher EBITDA margin while maintaining a financial policy that results in sustained debt to EBITDA leverage below 3.75x. Newell would also need to maintain very good liquidity, solid free cash flow relative to debt, and a consistent strategic direction to be considered for an upgrade. Ratings could be downgraded if Newell's revenue or EBITDA margin weakens materially, liquidity deteriorates, or the company utilizes debt to fund acquisitions or share repurchases. Additionally, the ratings could be downgraded if Newell's debt-to-EBITDA is sustained above 4.5x or retained-cash-flow to net debt is below 10%. The principal methodology used in these ratings was Consumer Durables published in September 2021. Newell Brands Inc. is a global marketer of consumer and commercial products utilized in the home, office, and commercial segments. Key brands include Rubbermaid, Sharpie, Mr. Coffee and Yankee Candle. The publicly-traded company generated $9.98 billion of revenue for the 12 months ended September 30, 2022. NEWTON CONSTRUCTION: Seeks to Hire Swan and Gardiner as Accountant ------------------------------------------------------------------ Newton Construction, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Swan and Gardiner as its accountant. The Debtor requires an accountant to assist in the determination of tax issues, and preparation of federal income tax returns. The firm will be paid at these rates: Partner Sandra Troxel-Stahl $300 per hour Tax Manager Gloria Wong $275 per hour Manager Ratnani Constantine $175 per hour Bookkeeper Jessica Hartstein $125 per hour Sandra Stahl, a partner at Swan and Gardiner, disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Swan and Gardiner may be reached at: Sandra Troxel-Stahl, CPA Swan and Gardiner, LLC 9005 W. Sahara Avenue Las Vegas, NV 89117 Telephone: (702)869-9700 Fax: (702)313-9900 About Newton Construction Newton Construction, LLC, a general contractor in North Las Vegas, Nev., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-13186) on Sept. 3, 2022, with up to $500,000 in assets and up to $1 million in liabilities. Jeanette McPherson has been appointed as Subchapter V trustee. Judge August B. Landis oversees the case. Corey B. Beck, Esq., at the Law Office of Corey B. Beck, P.C. and Swan and Gardiner serve as the Debtor's legal counsel and accountant, respectively. NEXTSPORT INC: Exclusivity Period Extended to Feb. 15 ----------------------------------------------------- Nextsport, Inc. obtained an order from the U.S. Bankruptcy Court for the Northern District of California to extend its exclusive right to file a Chapter 11 plan to Feb. 15, 2023 and solicit acceptances for the plan to May 30, 2023. About Nextsport Inc. Nextsport Inc. is a company in Oakland, Calif., that designs, manufactures and sells battery-powered wheeled products. Nextsport filed for Chapter 11 protection (Bankr. N.D. Calif. Case No. 22-40569) on June 13, 2022, with between $10 million and $50 million in both assets and liabilities. David Lee, chief executive officer, signed the petition. The case is assigned to Judge William J. Lafferty. Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. and the Law Office of Sarah H. Borrey serve as the Debtor's bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on June 30, 2022. The committee is represented by Kelley Drye & Warren, LLP. NGL ENERGY: Moody's Lowers CFR to B3 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded NGL Energy Partners LP's (NGLEP) Corporate Family Rating to B3 from B2, senior unsecured notes to Caa2 from Caa1 and speculative grade liquidity rating to SGL-4 from SGL-3. Moody's also downgraded NGL Energy Operating LLC's senior secured first lien notes to B2 from B1. The rating outlooks for both NGL entities were changed to negative from stable. "These negative actions principally reflect the company's high refinancing risks over the near to medium term," said Sajjad Alam, Moody's Vice President. "NGL needs to meet or exceed its operational goals, and industry and capital market conditions need to remain supportive for NGL to successfully redeem or refinance its significant debt maturities." Downgrades: Issuer: NGL Energy Partners LP Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Senior Unsecured Notes, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Issuer: NGL Energy Operating LLC Senior Secured 1st Lien Notes, Downgraded to B2 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: NGL Energy Partners LP Outlook, Changed To Negative From Stable Issuer: NGL Energy Operating LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE NGLEP's B3 CFR reflects its high debt load and the associated interest costs, refinancing risks involving roughly $3.45 billion of debt maturities through 2026, complex capital structure that comprises significant secured debt and high-coupon preferred stock, and the company's history of inconsistent cash flow generation and aggressive financial policies. The rating also reflects the inherent volatility and seasonality in NGLEP's working capital, high volumetric risks across all business segments and modest free cash flow generation to date. While management has set debt reduction as the top strategic priority, suspended common and preferred distributions, significantly reduced growth spending, and improved free cash flow generation, Moody's expects gradual improvements in the company's leverage and coverage metrics over time as it executes is debt reduction goals. Until NGLEP can materially reduce debt and more comprehensively address its debt maturities, the credit profile will remain challenged. NGLEP's primary strengths include its significant scale, diversified midstream operations across several key US hydrocarbon basins, fee-based business model and growing water solutions business in the Delaware Basin. The SGL-4 speculative grade liquidity rating reflects weak liquidity driven by the November 2023 notes maturity. Moody's expects the company will need to meet its free cash flow targets, sell some assets and may need to raise additional external financing to fully redeem the 2023 notes. At September 30, 2022, the company had $4.5 million of cash and limited availability under its $600 million ABL facility after accounting for $287.0 million of borrowings and $143 million of letters of credit outstanding on the ABL. The ABL commitment amount is scheduled to drop to $500 million at March 31, 2023, but Moody's expects ABL borrowings to also decline as the company applies seasonal cash inflows to reduce outstanding balances. The ABL expires at the earliest of (a) February 4, 2026 or (b) 91 days prior to the earliest maturity date in respect to any of NGLEP's indebtedness in an aggregate principal amount of $50.0 million or greater. Consequently, the company will need to reduce the 2023 notes balance below $50 million before August 2023 to avoid triggering the early ABL maturity. Moody's expects the company to comply with the ABL financial covenants through 2023. The negative outlook reflects significant near to medium term debt maturities and the associated refinancing risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company substantially reduces debt and financial leverage, sufficiently addresses the repayment or refinancing risks involving its 2023 and 2025 notes and delivers consistent free cash flow in a stable to improving market. The ratings could be downgraded if the company is unable to resolve its maturity issues in a timely manner or its liquidity situation weakens materially. The rating could also be downgraded if the EBITDA/interest ratio cannot be sustained above 2.5x. NGL Energy Partners LP is a diversified midstream Master Limited Partnership headquartered in Tulsa, Oklahoma. The principal methodology used in these ratings was Midstream Energy published in February 2022. NORTHSIDE VENTURES: Taps de'Medici Law as Bankruptcy Counsel ------------------------------------------------------------ Northside Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire de'Medici Law as its bankruptcy counsel. The firm's services include: a) advising the Debtor with respect to its rights, powers, and duties in connection with the administration of its estate and management of its property; b) advising the Debtor with respect to the disposition of its assets, including potential sale or abandonment, and taking such actions as may be necessary to effectuate those dispositions; c) assisting the Debtor in the negotiation, formulation and drafting of a plan of reorganization, disclosure statement, and related documents; d) taking such other actions as may be necessary with respect to claims and interests that may be asserted against or in the Debtor and the property of the estate; e) preparing legal documents; f) representing the Debtor in connection with inquiries and negotiations concerning the creditors and property of the Debtor's estate; g) initiating, defending or otherwise participating in all proceedings before the court; and h) performing other necessary legal services. The Debtor has agreed to compensate Bruce de'Medici, Esq., the firm's attorney, at his regular hourly rate of $600. The attorney received a retainer of $30,000. Mr. de'Medici 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: Bruce de'Medici, Esq. de'Medici Law 318 West Adams Street, Suite 1600 Chicago, IL 60606 Tel: 312-731-6778 Email: bdemedici@bdemlaw.com About Northside Ventures Northside Ventures, LLC, a company in Michigan City, Ind., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N. Ind. Case No. 22-31027) on Oct. 5, 2022. In the petition filed by its manager, Jason Gatzka, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Paul E. Singleton oversees the case. Bruce de'Medici, Esq., at de'Medici Law is the Debtor's legal counsel. OFFICE PROPERTIES: Moody's Puts 'Ba1' CFR on Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service has downgraded the senior unsecured rating of Office Properties Income Trust (OPI) to Ba1 from Baa3. Moody's has also withdrawn OPI's issuer rating and assigned it a CFR of Ba1, placed on review for downgrade and SGL-3 rating. Moody's also downgraded the senior unsecured rating of Select Income REIT to Ba1 from Baa3. The ratings of Office Properties Income Trust and Select Income REIT were placed under review for further downgrade. The ratings downgrades reflect OPI's elevated leverage and challenges it faces as it seeks to execute asset sales and reduce debt levels amidst a challenging transaction environment for commercial office real estate. The downgrade also considers risks to operating cash flows as OPI faces a large amount of lease expirations in 2023 and 2024. Moody's review will focus on the REIT's prospects for selling assets and raising capital needed to address 2024 refinancing needs, including the maturity of its unsecured revolver and $350 million bonds that come due. The following ratings have been downgraded and placed on review for downgrade: Issuer: Office Properties Income Trust Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 from Baa3; Placed on Review for Downgrade Issuer: Select Income REIT Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 from Baa3; Placed on Review for Downgrade The following ratings have been assigned and placed on review for downgrade: Issuer: Office Properties Income Trust Corporate Family Rating, Assigned Ba1, Placed on Review for Downgrade The following rating has been assigned: Issuer: Office Properties Income Trust Speculative Grade Liquidity Rating, Assigned SGL-3 The following ratings have been withdrawn: Issuer: Office Properties Income Trust Issuer rating, Withdrawn, previously rated Baa3 Outlook Actions: Issuer: Office Properties Income Trust Outlook, Changed To Ratings Under Review From Negative Issuer: Select Income REIT Outlook, Changed to Ratings Under Review From Negative RATINGS RATIONALE The Ba1 senior unsecured rating reflects OPI's high-quality tenant base which includes a large percentage of investment-grade and government tenants. OPI also maintains low secured debt levels and a mostly unencumbered property portfolio which enhances financial flexibility as it considers upcoming funding needs. Liquidity is adequate through 2023 and fixed charge coverage is solid for the existing rating levels and it has modest floating rate debt, although Moody's expects this metric to decline with rising interest rates and revolver usage. Credit challenges include OPI's elevated leverage and difficult office leasing conditions due to a weak macroeconomic environment and the evolving transition to a hybrid work environment. Debt reduction will be challenging and depend on the REIT's ability to execute targeted asset sales and leasing activity as it has 28% of leases expiring over the course of 2023 and 2024. OPI also has some redevelopment risk as it has two projects under construction totaling about $340 million of investment. One of these projects is 54% pre-leased and the other is 28%, which will weigh on cash flows until they are leased and yielding their expected returns. Moody's also views OPI's external management structure as a credit challenge, creating potentially significant conflicts of interest between investors and management. OPI's SGL-3 rating reflects the REIT's adequate liquidity as Moody's consider its funding needs over the next two years. OPI had $630 million of liquidity as of September 30, 2022, including $615 million available on its $750 million unsecured revolver and $14 million cash. Moody's expect the REIT to use some of this liquidity and rely on its revolver in order to fund $225 million needed to complete its two partially leased redevelopment projects expected to deliver in 2023. Furthermore, OPI will need to address the maturity of its revolver which has a final maturity in January 2024 in addition to $350 million of bonds that come due in mid-2024. OPI does have a mostly unencumbered property portfolio that enhances financial flexibility, but there is risk that the REIT places mortgage debt on some of its higher quality assets in order to secure needed capital, thereby reducing the value of assets left for unsecured bondholders. Moody's review will focus on OPI's prospects for raising capital needed to address upcoming funding needs, including redevelopment spend, the maturity of its revolver and 2024 bond maturity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS OPI's ratings would be downgraded if the REIT doesn't take steps to raise capital and demonstrate material progress with respect to its upcoming lease maturities. An upgrade is unlikely near-term but would reflect Net Debt/EBITDA below 6.25x and sound operating performance as evidenced by same-property occupancy and NOI trends. Office Properties Income Trust (Nasdaq: OPI) is a REIT focused on owning, operating and leasing properties primarily leased to tenants with high credit quality characteristics. OPI is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, Massachusetts. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2022. PARADISE SENIOR: Case Summary & 17 Unsecured Creditors ------------------------------------------------------ Debtor: Paradise Senior Apartment Complex, LLC 2328 E 6th St National City, CA 91950-2836 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: November 19, 2022 Court: United States Bankruptcy Court Southern District of California Case No.: 22-02986 Judge: Hon. Laura S. Taylor Debtor's Counsel: Judith A. Descalso, Esq. LAW OFFICE OF JUDITH A. DESCALSO 960 Canterbury Pl Ste 340 Escondido, CA 92025-3870 Tel: (760) 745-8380 Email: jad@jdescalso.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Tolga Horoz as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ROUUSNQ/Paradise_Senior_Apartment_Complex__casbke-22-02986__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 17 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Allied Plumbing Supply Trade Debt $230,772 11120 Sherman Way Sun Valley, CA 91352-4949 George Nadzharyan 2. AMI Plumbing Trade Debt $50,000 135 Civic Center Dr Ste 203 National City, CA 91950-4357 Manuel Gracio Tel: (619) 454-4586 3. Antonio Medoza Drywall Trade Debt $30,000 620 Iowa St San Diego, CA 92154-1146 Antonio Mendoza Tel: (619) 571-0652 4. Armada Tile Trade Debt $43,167 901 E Cerritos Ave Anaheim, CA 92805-6410 AI Tel: (858) 882-7650 5. Bioclean Trade Debt $53,649 398 Via El Centro Oceanside, CA 92058-1237 Rocio Ulloa Tel: (760) 295-5566 6. Buchanan Trade Debt $23,427 5500 Bolsa Ave Ste 200 Huntington Beach, CA 92649-1102 Kailey Canales Tel: (714) 622-6480 7. Elite Coating Trade Debt $138,195 4877 Federal Blvd San Diego, CA 92102-2641 Brilly Diaz Tel: (619) 994-6609 8. Elite Security & Trade Debt $43,265 Surveillance 6350 El Cajon Blvd San Diego, CA 92115-2641 Martin Tel: (619) 588-6964 9. Haulter Reyes Trade Debt $38,792 260 N Midway Dr Apt A16 Escondido, CA 92027-3300 Tel: (760) 877-5209 10. HK Paint Trade Debt $35,850 1550 Goldfield St Apt 23 San Diego, CA 92110-3629 Kaled Hasanagic Tel: (619) 384-9189 11. Home Depot Trade Debt $211,064 2455 Paces Ferry Rd SE # C-11 Atlanta, GA 30339-6444 Jay Drake Tel: (855) 843-9723 12. Hugo Espinoza Trade Debt $59,240 1604 D Ave National City, CA 91950-4534 Tel: (619) 742-9728 13. JRV Affordable Trade Debt $33,000 Finish Carpentry 3715 Dalbergia St San Diego, CA 92113-3814 Juan Vega Tel: (619) 636-2488 14. Otis Trade Debt $242,210 4949 Viewridge Ave San Diego, CA 92123-1662 Jim Mullany Tel: (619) 247-5597 15. Rock Plastering Trade Debt $120,000 4832 Butternut Hollow Ln Bonita, CA 91902-1717 Ricardo Osuna Tel: (619) 277-2806 16. Sure Fit Mechanical Trade Debt $48,900 PO Box 16645 San Diego, CA 92176 Carlos Segura Tel: (619) 781-7330 17. Tru Team Trade Debt $123,995 12251 Lavelli Way Ste A Poway, CA 92064 Shantrice Posey Tel: (858) 486-9155 PARTY CITY: S&P Downgrades ICR to 'CCC', Outlook Negative --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on party goods retailer and wholesaler Party City Holdings Inc. to 'CCC' from 'CCC+'. S&P also lowered its issue-level ratings on the company's senior secured debt to 'CCC' from 'CCC+' and its ratings on the senior unsecured debt to 'CC' from 'CCC-'. The recovery ratings are unchanged. The negative outlook reflects the risk the company could default on its debt or pursue a restructuring in the coming 12 months if cost-saving initiatives do not offset cash burn or worsening macroeconomic conditions hinder sales beyond S&P's current expectations. S&P said, "The downgrade reflects our view that Party City's capital structure is unsustainable and that the company could pursue a restructuring within the next 12 months. The company's weak operating results and prolonged path to recovery lead us to view its capital structure as unsustainable as maturities get closer, including $23 million of senior notes due August 2023. Party City's performance woes persisted through the third quarter of the fiscal year ended Sept. 30, 2022 (fiscal 2022), with diminishing prospects for near-term relief given macroeconomic headwinds such as deflated consumer confidence amid a recession. Slowing consumer demand compounds cost pressures, including extended global helium shortages and elevated freight costs, which will constrain EBITDA generation beyond our previous expectations. Moreover, the company's flat brand-comparable store sales in fiscal October (consisting of the five weeks ended Nov. 5, 2022), which incorporate the important Halloween season, fell short of expectations. As a result, we now forecast adjusted leverage of more than 8x (nearly 17x on a reported basis) and significantly negative free operating cash flow (FOCF) in fiscal 2022. "Given the weak business trends and upcoming maturities, we believe a proactive restructuring is increasingly likely. Additionally, we believe distressed trading on the company's notes creates an economic incentive for the company to purchase the debt below par, which we may consider tantamount to a default in the future. "Substantial borrowings on the asset-based loan (ABL) and thinning covenant headroom constrain liquidity. The company has substantial borrowings ($445 million as of Sept. 30, 2022) under its $562 million ABL due in February 2026, while availability sits around $77 million. The ABL is subject to a springing maturity ahead of certain other debt at Party City, not including the $23 million of senior notes due in August 2023. We note that the company has a separate $14 million ABL at Anagram, which was undrawn as the third quarter. In addition, its senior secured and unsecured notes (about $1.0 billion outstanding) currently trade significantly below par, leading us to believe it will be difficult for Party City to adequately refinance its capital structure in the future. "The ABL is subject to a springing fixed-charge covenant when excess availability is less than the greater of 10% of capacity or $46 million. We do not anticipate the company to be subject to the springing fixed-charge covenant over the next 12 months. However, we forecast less than 10% headroom if the covenant springs." Party City continues to face heightened competition amid intense industry challenges. Party City has prominent competitors in the party goods and products category, including big box, mass merchants, and Amazon.com Inc. Due to increased price transparency and convenience, we think its online peers could challenge its market share and lead to increased volatility in sales and profitability in the near-term. During the important Halloween season, Party City also competes directly with SSH Holdings Inc. (parent of Spencer Spirit), which has a stronger track record of positive performance. S&P notes the company's recently announced cost-savings plan and initiatives include investments in product quality and innovation, buildout of a new store format (called NEXTGEN), and revamped marketing that should help defend against operating and competitive pressures. S&P said, "The negative outlook reflects our view that the company could pursue a restructuring or debt exchange that we would view as distressed in the next 12 months. The negative outlook also considers our expectation that financial performance and liquidity will remain under pressure amid difficult operating conditions. "We could lower the rating on Party City if we believed a restructuring or below-par debt exchange were likely in the next six months. This could occur if the company were unable to demonstrate significant improvement in operating performance over the coming quarters. "We could raise the ratings if Party City demonstrates improving liquidity and substantial earnings growth such that we believe a refinancing of all debt instruments at par is likely." ESG credit indicators: E-2, S-2, G-2 ESG factors are an overall neutral consideration in S&P's credit rating analysis of Party City. PHOENIX HOLDINGS: Exclusivity Period Extended to Dec. 19 -------------------------------------------------------- Phoenix Holdings & Investments, LLC received court approval to remain in control of its bankruptcy while it awaits the resolution of two separate lawsuits involving Worthnet Partners, Inc. The U.S. Bankruptcy Court for the Eastern District of New York extended the company's exclusive right to file a Chapter 11 plan and solicit votes on the plan to Dec. 19. The ruling allows the company to pursue a plan to exit bankruptcy without the threat of a competing plan from creditors while it works to resolve the Worthnet lawsuits. The lawsuits stemmed from Worthnet's alleged breach of its purchase agreement with Phoenix Holdings. Due to lack of funds, Worthnet allegedly failed to close on the sale of Phoenix Holdings' residential building in Brooklyn, N.Y. About Phoenix Holdings & Investments Phoenix Holdings & Investments, LLC is a Brooklyn, N.Y.-based company engaged in renting and leasing real estate properties. It is the fee simple owner of a real property located at 512 Classon Ave., Brookyln, which is valued at $1.1 million. Phoenix Holdings & Investments filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-40292) on Feb. 18, 2022, listing $1,100,000 in assets and $2,056,355 in liabilities. On Feb. 22, 2022, the case was transferred to the appropriate office under Case No. 22-70303. On May 9, 2022, the case was reassigned from Judge Nancy Hershey Lord to Judge Elizabeth S. Stong and was assigned a new case number (Case No. 22-40981). The Law Offices of Avrum J. Rosen, PLLC serves as the Debtor's legal counsel. PIPELINE HEALTH: Amends Plan to Include MPT Claim Pay Details ------------------------------------------------------------- Pipeline Health System, LLC, et al., submitted a Second Amended Joint Chapter 11 Plan of Reorganization and a corresponding Disclosure Statement dated November 15, 2022. The Debtors propose this joint chapter 11 plan of reorganization for the resolution of the outstanding claims against, and equity interests in, the Debtors. Class 3 consists of all ABL Claims. ABL Claims shall be Allowed in the aggregate principal amount of no less than $20,602,335.49, plus any and all unpaid interest, fees, costs, and other amounts due and owing under the ABL Credit Agreement. * If the Equitization Restructuring occurs, except to the extent that a Holder of an Allowed ABL Claim agrees in writing to less favorable treatment or the Debtors (with the consent of the DIP Lenders and the Term Loan Lenders) and the applicable Holder of an Allowed ABL Claim agree to a different treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed ABL Claim, each Holder of an Allowed ABL Claim shall receive the following treatment: (A) if such Holder of such ABL Claim provides the Exit Facility, such Holder's Pro Rata share of the Exit Facility or (B) if such Holder does not provide the Exit Facility, such Holder shall (I) retain the Lien securing its Allowed ABL Claim to the extent of the amount of such Allowed ABL Claim, and (II) receive on account of such Allowed ABL Claim deferred Cash payments totaling at least the amount of the Allowed ABL Claim of a value, as of the Effective Date, of at least the value of such Holder's interest in the Estate's interest in the property subject to such Holder's Lien. * If an Asset Sale Restructuring occurs, except to the extent that a Holder of an Allowed ABL Claim agrees in writing to less favorable treatment or the Debtors (with the consent of the DIP Lenders and the Term Loan Lenders) and the applicable Holder of an Allowed ABL Claim agree to a different treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for such Allowed ABL Claim, each Holder of an Allowed ABL Claim shall receive the following treatment: (A) in the event of a Credit Bid Sale that is a Plan Sale, (I) if such Holder of such ABL Claim provides the Exit Facility, such Holder shall receive such Holder's Pro Rata share of the Exit Facility or (II) if such Holder does not provide the Exit Facility, such Holder shall (a) retain the Lien securing its Allowed ABL Claim to the extent of the amount of such Allowed ABL Claim, and (b) receive on account of such Allowed ABL Claim deferred Cash payments totaling at least the amount of the Allowed ABL Claim of a value, as of the Effective Date, of at least the value of such Holder's interest in the Estate's interest in the property subject to such Holder's Lien; and (B) in the event of any Asset Sale Restructuring other than a Credit Bid Sale that is a Plan Sale, such Holder shall (I) retain the Lien securing its Allowed ABL Claim to the extent of the amount of such Allowed ABL Claim, and (II) receive on account of such Allowed ABL Claim deferred Cash payments totaling at least the amount of the Allowed ABL Claim of a value, as of the Effective Date, of at least the value of such Holder's interest in the Estate's interest in the property subject to such Holder's Lien. Class 5 consists of all MPT Recharacterization Claims (if any). * If the Equitization Restructuring occurs, on the Effective Date, except to the extent that a Holder of an Allowed MPT Recharacterization Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for such Allowed MPT Recharacterization Claim, each Holder of an Allowed MPT Recharacterization Claim shall receive (A) solely to the extent that the MPT Recharacterization Claim held by such MPT Party is secured by a valid, perfected Lien on the MPT Transaction Property in favor of such MPT Party, and up to the value of any such MPT Transaction Property, and (B) to the extent any portion of the MPT Recharacterization Claim exceeds the value of any valid, perfected Lien on the MPT Transaction Property in favor of such MPT Party or is otherwise not secured by a valid, perfected Lien on the MPT Transaction Property in favor of such MPT Party, the treatment specified (i) of the Plan; provided that either such treatment shall apply only if and to the extent any MPT Recharacterization Claims exist. * If the Asset Sale Restructuring occurs, except to the extent that a Holder of an Allowed MPT Recharacterization Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for such Allowed MPT Recharacterization Claim, each Holder of an Allowed MPT Recharacterization Claim shall receive the following treatment: (A) in the event of an applicable Credit Bid Sale, such Holder shall receive such treatment as is sufficient to satisfy sections 363(f) and/or 1129 of the Bankruptcy Code; and (B) otherwise, its Pro Rata share of the applicable Debtors' remaining Cash (if any) following (I) payment in full in Cash of all Allowed Claims that are senior to MPT Recharacterization Claims in priority of payment under the Bankruptcy Code; and (II) the funding of the Professional Fee Escrow Account and any wind-down reserves as set forth in the Wind-Down Budget; provided that any portion of such Holder's Allowed MPT Recharacterization Claim that exceeds the value of any property of the applicable Debtors that is subject to a valid, perfected Lien in favor of such Holder shall receive the treatment specified in the Plan; and provided, further, that the treatment (ii) shall apply only if and to the extent any MPT Recharacterization Claims exist. The Debtors shall fund distributions under the Plan pursuant to the Equitization Restructuring, as applicable, with (a) the issuance of the New Common Equity; (b) the issuance of or borrowings under (i) the Exit Facility (ii) the Takeback Facility (if applicable), and (iii) the New Money Exit Facility; and (c) Cash on hand. Each distribution and issuance referred to in the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. On the Effective Date, New Pipeline shall issue the New Common Equity pursuant to the Plan. The issuance of the New Common Equity, including, if applicable, equity awards reserved for the Management Incentive Plan, by the Reorganized Debtors shall be authorized without the need for any further corporate or other action by the Debtors or Reorganized Debtors or by Holders of any Claims or Interests. If applicable, on the Effective Date, all of the liens and security interests to be granted in accordance with the Exit Facility Documents, (a) shall be deemed to be granted, (b) shall be legal, binding, and enforceable liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, (c) shall be deemed automatically perfected on the Effective Date, subject only to such liens and security interests as may be permitted under the Exit Facility Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy law. If applicable, confirmation of the Plan shall be deemed approval of (a) the New Money Exit Facility, the New Money Exit Facility Credit Agreement, and the other New Money Exit Facility Documents and (b) all transactions contemplated thereby, and all actions to be taken and undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, expenses, and other payments provided for therein and authorization of the Reorganized Debtors to enter into and execute the New Money Exit Facility Credit Agreement, and such other New Money Exit Facility Documents as may be required to effectuate the New Money Exit Facility. A copy of the Second Amended Disclosure Statement dated Nov. 15, 2022, is available at https://bit.ly/3TV1MRS from epiq11, the claims agent. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. Veronica A. Polnick, Esq. Javier Gonzalez, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com kpeguero@jw.com vpolnick@jw.com jgonzalez@jw.com - and - Steven N. Serajeddini, Esq. Zachary R. Manning, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: steven.serajeddini@kirkland.com zach.manning@kirkland.com - and - Jaimie Fedell, Esq. 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: jaimie.fedell@kirkland.com About Pipeline Health Systems Pipeline Health Systems, LLC 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. Pipeline Health Systems and its affiliates sought Chapter 11 protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In the petition signed by Andrei Soran, authorized signatory, Pipeline Health Systems disclosed $500 million to $1 billion in assets and liabilities. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura Consulting Group, LLC as restructuring advisor; and Jefferies, LLC, as financial advisor and investment banker. Epiq Corporate Restructuring, LLC, is the claims agent. POMMEL MEADOWS: Exclusivity Period Extended to Dec. 3 ----------------------------------------------------- Pommel Meadows Hospitality, LLC obtained an order from the U.S. Bankruptcy Court for the Southern District of Texas extending its exclusive right to file a Chapter 11 plan to Dec. 3. The extension gives the company enough time to pursue a sale of its hotel business in Seabrook, Texas, and then file a Chapter 11 liquidating plan, which plan depends on the sale of the property. About Pommel Meadows Hospitality Pommel Meadows Hospitality, LLC operates the Best Western Plus Seabrook Suites located at 5755 Bayport Blvd., Seabrook, Texas. The hotel, which Pommel Meadows Hospitality acquired in 2018, features 85 rooms with a restaurant on-site, complimentary breakfast, a cocktail lounge, an outdoor pool, and an exercise facility. Pommel Meadows Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31579) on June 6, 2022, listing as much as $10 million in both assets and liabilities. Danish Khan, managing member, signed the petition. Judge Jeffrey P. Norman oversees the case. Barron and Newburger, PC serves as the Debtor's legal counsel. The Debtor's lender, DCR Mortgage 10 Sub 3, LLC, is represented by Daniel J. Ferretti, Esq., at Baker, Donelson, Bearman, Caldwell and Berkowitz. PROMEDICA HEALTH: Moody's Confirms 'Ba2' Revenue Bond Rating ------------------------------------------------------------ Moody's Investors Service confirmed ProMedica Health System's (OH) Ba2 revenue bond rating. This action concludes Moody's rating review for possible downgrade that was initiated on September 15, 2022. The outlook has been revised to negative from ratings under review. The system has $2.3 billion of outstanding bonds and capital leases and $2.6 billion in operating lease obligations. RATINGS RATIONALE The confirmation of the Ba2 rating reflects ProMedica's executed definitive agreement to transfer the nursing home business to a new operator, which will significantly reduce the system's cashflow losses and operating lease obligations, and the system's focus on identifying additional strategies to protect and restore liquidity. The core acute care provider business, which will account for the largest share of revenue, will be well positioned in northwest Ohio given its size, prior facilities investments and physician alignment. While provider margins will continue to be weighed down by labor challenges, volume recovery and easing labor costs will help sustain the better margins reported in the third quarter. Nevertheless, the negative outlook reflects an expected further decline in absolute cash over the next several months from the September 30 level due to cashflow losses and the funding of operating reserves for the new nursing home operator. Lower liquidity and potential yearend write-offs related to nursing home assets will contribute to narrowing covenant headroom under bank agreements. The outlook also reflects an expected decline in Paramount's performance next year once the transition services agreement with Anthem ends as well as uncertainty about the health plan's long-term viability given its low remaining membership and high competition for commercial and Medicare products. On November 3, 2022, ProMedica entered into agreements to transfer their leasehold interest in the real estate relating to, and the operations of, 147 skilled nursing facilities. The transfer is scheduled to occur on or about December 19, 2022. RATING OUTLOOK The negative outlook reflects risks including a continuing decline in absolute cash, absent strategies to stabilize levels, and narrowing covenant headroom under bank agreements. The outlook also reflects the lack of a longer financial turn in the provider business and an expected decline in the insurance business next year. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Significantly higher and sustained operating cashflow margin - Sustained and notable increase in absolute cash and investments and days cash on hand for both the system and obligated group - Meaningful improvement in leverage metrics - Reduction of execution and transition risks FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Continuing decline in cash or absence of near-term plan to restore cash - Covenant breach and/or risk of acceleration - Inability to significantly reduce system cashflow losses in fiscal 2023 - Meaningful increase in debt LEGAL SECURITY Bonds have a joint and several pledge of gross revenues of the obligated group. In addition, the bonds are secured by a mortgage and security interest in and assignment of rents from ProMedica Toledo Hospital and ProMedica Flower Hospital. The obligated group consists of the following corporations: Toledo Hospital, ProMedica Continuing Care Services, Bay Park Hospital, Defiance Hospital, Fostoria Hospital, Fremont Hospital, Monroe Hospital, Bixby Hospital, Provincial House and HCR ManorCare, Inc. The parent ProMedica Corporation, Paramount Insurance, ProMedica Physician Group and the HCR operating entities, as well as other smaller subsidiaries, are not obligated group members. HCR ManorCare, Inc. is a holding company with no operations. Through a transfer agreement with HCR and its subsidiaries, consolidated cash on hand in excess of 14 days of operating expenses is transferred monthly to the Obligated Group. The parent ProMedica Corporation is the guarantor under the master lease obligation with Welltower; the lease does not have a note on parity with the obligated group. However, Moody's view is that the value of bondholder security and priority of claims could be impacted due to substitution of notes provisions in the MTI, material cash transfers between obligated and non-obligated group entities, and the significant complexity of the corporate structure and legal obligations including the lease. The Second Amended and Restated MTI, effective with the issuance of the Series 2018A&B bonds, allows for a substitution of notes, which could lead to a different security in the future. At September 30, 2022 only 29% of the system's unrestricted cash is in the obligated group, compared with 53% at December 31, 2022, due to transfers to support cashflow losses in the senior care business and reflecting cash held by Paramount. Year-to-date September 30, 2022, the obligated group accounted for only 34% of system revenue. PROFILE ProMedica operates 11 owned acute care hospitals in two states, a health insurance company including a dental plan (about 390,000 members) and provides senior care in 26 states. The organization employs almost 1,300 physicians and advanced practice providers under ProMedica Physicians. The senior care division provides services at 158 Medicare and Medicaid-certified skilled nursing and rehabilitation centers, hospice care in 117 markets, and has more than 50 memory care communities. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. PROPERTY HOLDERS: Case Summary & One Unsecured Creditor ------------------------------------------------------- Debtor: Property Holders, LTD 2040 Spoon Creek CE SE Cedar Rapids, IA 52403 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court Northern District of Iowa Case No.: 22-00744 Debtor's Counsel: Rush M. Shortley, Esq. RUSH M. SHORTLEY, ATTORNEY AT LAW 1921 51st Street NE Cedar Rapids, IA 52402-2400 Tel: (319) 294-1907 Fax: (866) 388-4875 Email: rush@shortleylaw.com Total Assets as of Sept. 30, 2022: $2,771,431 Estimated Liabilities as of Sept. 30, 2022: $2,861,618 The petition was signed by Charles A. Davisson as president. The Debtor listed the Dupaco Community Credit Union as its only unsecured creditor holding a claim of $10,272. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R4SBBYA/Property_Holders_LTD__ianbke-22-00744__0001.0.pdf?mcid=tGE4TAMA PTC INC: Moody's Affirms Ba2 CFR Following ServiceMax Transaction ----------------------------------------------------------------- Moody's Investors Service affirmed PTC Inc.'s Ba2 corporate family rating, its Ba2-PD probability of default rating, and the Ba3 ratings on the company's unsecured notes. PTC's speculative grade liquidity rating ("SGL") was changed from SGL-1 to SGL-2. The ratings outlook remains stable. The affirmation of the ratings follows PTC's announcement of the $1.46 billion debt financed acquisition of ServiceMax, a Software as a Service (SaaS) based provider of Field Service Management ("FSM") focused on optimizing productivity for asset-centric service providers. Management has indicated that the acquisition aims to expand PTC's Product Lifecycle Management ("PLM") product offering. The transaction agreement includes an $808 million payment at close, which the company expects to take place in January of 2023, and an interest-free deferred payment of $650 million in October 2023. To fund the deal, the company will upsize its revolving credit facility to $1.25 billion and issue a $500 million term loan simultaneously. The revolver will have $550 million outstanding at close. Both debt instruments will be unrated. While the transaction will result in increased leverage, with a debt/EBITDA (on a Moody's adjusted basis) likely to peak at 3.7x from 2.6x as of September 30, 2022, PTC has historically demonstrated the ability to meaningfully delever following from large debt funded acquisitions. Downgrades: Issuer: PTC Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Affirmations: Issuer: PTC Inc. Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5) Outlook Actions: Issuer: PTC Inc. Outlook, Remains Stable RATINGS RATIONALE PTC's Ba2 corporate family rating reflects the company's well established market position in the application software industry, mainly providing computer aided design (CAD) and product lifecycle management (PLM) to blue chip customers. The rating also reflects PTC's strong free cash flow generation provided by its largely recurring revenue and modest capital expenditures. The rating is constrained by the company's leveraged capital structure with pro forma FY 2022 (ended September 30th) debt/EBITDA of approximately 3.5x at close and 3.7x when the $650 million deferred payment is made in October 2023, using funds from the revolving credit facility. Also constraining the rating is the company's exposure to economic cyclicality, especially related to heavy industrials, aerospace, and automotive segments, coupled with the potential for incremental acquisitions and share repurchases. The company's speculative grade liquidity was changed from SGL-1 to SGL-2, to reflect Moody's expectation that the company will draw $300 million in January of 2023 and $650 million in October of 2023 from its $1.25 billion revolving credit facility, to partly fund the acquisition. The company's SGL-2, indicative of good liquidity, is further supported by PTC's ample cash availability of at least $300 million in the next 12-18 months, as well as Moody's projections of free cash flow generation, with free cash flow to debt likely to remain above 20%. PTC will be subjected to maintenance covenants which include a 4.5x maximum total leverage ratio, a 3.0x maximum senior secured leverage ratio, and a 3.0x minimum interest coverage ratio. The leverage ratios have 0.25x M&A step-ups for four consecutive quarters in case the company acquires an asset larger than $350 million. Moody's believes that the company will be in compliance with these covenants over the next 12-18 months. The Ba3 ratings for PTC's unsecured notes reflect the company's Ba2-PD probability of default rating and a loss given default (LGD) assessment of LGD5. The Ba3 ratings assigned to the senior unsecured notes, which are one notch below the Ba2 corporate family rating (CFR), reflect the subordination of these bonds to the proposed senior secured credit facilities. The LGD assessment of the senior unsecured notes (LGD5) reflects the relatively high loss absorption by the senior unsecured debt class in the event of a default. The stable outlook reflects Moody's expectations that PTC will continue to demonstrate prudent financial policies with minimal share repurchases and continued debt repayment, while generating low to mid-single digits percentage organic revenue and EBITDA growth in 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if PTC expands revenues and EBITDA such that the company realizes meaningfully greater scale with FCF/debt sustained above 25% and debt/EBITDA below 3.0x. The ratings could be downgraded if PTC does not repay a meaningful portion of the borrowings from the ServiceMax acquisition or if weakening operating performance results in debt leverage sustained above 4.0x and annual free cash flow/debt below 15%. The principal methodology used in these ratings was Software published in June 2022. PTC is a provider of CAD and PLM application software and services used to design products, manage product information, and improve product development processes. PTC generated over $1.9 billion of revenue in FY 2022. REGIONAL MEDICAL CENTER: S&P Lowers ICR to 'B', On Watch Dev. ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating (ICR) to 'B' from 'BBB-' on Orangeburg-Calhoun Counties Regional Medical Center (doing business as Regional Medical Center, or RMC), S.C. S&P Global Ratings also placed the rating on CreditWatch with developing implications. "The downgrade reflects our view of the acceleration of operating losses beyond expectations in fiscal 2021 and fiscal 2022 (unaudited) that have resulted in covenant violations that necessitated bank waivers in place through calendar year 2022," said S&P Global Ratings credit analyst Wendy Taylor. "In addition, the downgrade reflects a material weakening of RMC's liquidity and financial flexibility metrics, especially unrestricted reserves relative to both operating expenses and debt, leading to an increased likelihood of additional covenant violations associated with the hospital's outstanding bank debt," she added. The placement of the rating on CreditWatch with developing implications reflects S&P's view that there is a one-in-two chance that it could either raise or lower the rating in the next 90 days pending the Jan. 1, 2023 closure of the anticipated affiliation agreement (currently under due diligence), whereby RMC will be absorbed by the Medical University of South Carolina (MUSC) under a proposed 99-year lease agreement with Orangeburg and Calhoun counties. Considerations to resolve the CreditWatch placement include an update on the hospital's strategy post affiliation given the newly formed board, any potential acceleration or repayment of its outstanding bank debt, and future operating performance. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Risk management, culture, and oversight ROCK FITNESS II: Gets Interim OK to Hire Brian McMahon as Attorney ------------------------------------------------------------------ Rock Fitness II, LLC received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire employ Brian McMahon, Esq., an attorney at Brian K. McMahon, PA to handle its Chapter 11 case. The Debtor requires an attorney to: (a) advise the Debtor with respect to its powers and duties; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The Debtor will pay the attorney $400 per hour for his services. Mr. McMahon has agreed to accept $10,000 to proceed with this case. In court filings, Mr. McMahon disclosed that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. McMahon holds office at: Brian K. McMahon, Esq. Brian K. McMahon, PA 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Telephone: (561) 478-2500 Facsimile: (561) 478-3111 Email: brian@bkmbankruptcy.com About Rock Fitness II Rock Fitness II, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18415) on Oct. 31, 2022, with up to $500,000 in both assets and liabilities. Judge Erik P. Kimball oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon, PC is the Debtor's legal counsel. ROSAMOND 5 PROPERTIES: Seeks to Hire ANI CPA as Accountant ---------------------------------------------------------- Rosamond 5 Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire ANI CPA, Inc. as its accountant. The firm's services include: a. preparation and submission of state and federal tax returns; b. advice on tax planning; c. representation before the Internal Revenue Service for any tax matter; and d. production of all reports required by the Office of the U.S. Trustee. ANI CPA will be paid at these rates: Aamir Irshad, CPA $225 per hour Accountant $150 per hour Staff $85 per hour The firm will bill a monthly fee of $550 for the monthly operating reports on an ongoing basis. As disclosed in court filings, ANI CPA is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aamir Irshad, CPA ANI CPA, Inc. 20200 Pioneer Blvd Cerritos, CA 90703 Phone: 562-276-8786 Email: aamir.irshad@gmail.com About Rosamond 5 Properties Rosamond 5 Properties, LLC, a California-based company, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 22-02483) on Sept. 25, 2022, with between $1 million and $10 million in both assets and liabilities. Patrick Kealy, managing member, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Michael R. Totaro, Esq., at Totaro & Shanahan as legal counsel and ANI CPA, Inc. as accountant. RYAN ENVIRONMENTAL: Files Amendment to Disclosure Statement ----------------------------------------------------------- Ryan Environmental, LLC submitted an Amended Disclosure Statement to accompany Chapter 11 Plan dated November 15, 2022. During the pendency of the Chapter 11 case, the Debtor-in Possession, in consultation with First United Bank & Trust, originally proposed a sale of a limited number of intangible assets to Wolfe's Excavating LLC. This sale was designed to effect a sale without attempting to sell assets subject to the lien of First United Bank & Trust. That design was part of an attempt to recognize that First United Bank & Trust had the contingent right to foreclose on collateral, and that entity had expressed a desire to foreclose on all collateral as a group and so avoid piecemeal sales of better equipment. The thought of all concerned, including the Debtor-in Possession, was that a sale, perhaps by foreclosure to be conducted by the Bank, of all assets subject to its lien would result in a better overall recovery of value from a sale of said assets. What had been thought to be a lease on office equipment has belatedly been determined to include a server and networking equipment. That equipment is subject to a conditional sale contract and Great American Financial Services Corporation has a perfected Purchase Money Security Interest in said equipment. The Purchaser has agreed to assume the obligations of the Debtor-in Possession on said equipment. The only executory contracts not assumed and assigned or rejected, involve two leases for Copiers originally made with Toshiba Financial Services, and which was then transferred by Heaster-Hart to GreatAmerica Financial Services Corporation. The Purchaser has agreed to assume said leases and continue payments. The sale was a sale of all property subject to the lien of First United Bank & Trust and some additional equipment and vehicles subject to liens of other secured creditors who were paid in full. There were two cash components to the sale. One was for $375,000.00. That was for certain intangibles. From that sum, the sum of $60,000 had to be paid as a break-up fee to Wolfe's Excavating, LLC. That sum was paid. The second cash component was for $1,450,000. From that sum, $1,289,487.84 was sent to First United Bank & Trust Co. The Bank ultimately rebated $18,963.35 to the Purchaser who forwarded said sum to the Debtor-in-Possession. Work in Progress was agreed to be $127,243.57. The Debtor-in-Possession notes that as a condition of such a settlement, Mr. Cava and Mr. Rice have agreed to limit their deficiency claims in significant ways in the Plan of Reorganization. Those agreements are conditional on confirmation of this Plan of Reorganization and ratification of the proposed settlement by the Pool Administrator. Mr. Cava has agreed to subordinate his junior secured claim to allow payment of all Chapter 11 Administrative Claims, including fees due to the United States Trustee under 28 U.S.C. § 1930; fees and expenses of Debtor's counsel as may be allowed by the Court; a $250,000 loan authorized by the Court to have been made by Mr. Cava; and either $300,000 or 10% of the amount of the total due to Unsecured Creditors having allowed claims, whichever is less. Ordinarily, Mr. Cava and Mr. Rice would be entitled to a substantial deficiency claim as members of the pool of unsecured creditors. However, each has agreed to fully subordinate such claim and any claim held by any entity in which either is a principal, including but not limited to Ryan Environmental Transport, LLC; Cava & Banko, LLC; RICA Developers, LLC; and ACR, LLC, upon confirmation of the Plan and acceptance of the settlement by the Pool Administrator. This concession would allow payments to others from said fund in the context of a Chapter 11. This is a significant concession because otherwise the size of the unsecured deficiency claims of Mr. Cava and Mr. Rice would significantly dilute the unsecured creditor class. The distribution pool will consist of all proceeds not subject to a secured claim of others, and sums which Mr. Cava has agreed to subordinate his claim, both to allow full payment of all Chapter 11 Administrative Expenses, and either $300,000 or 10% of the amount of the total due to Unsecured Creditors, whichever is less. The resulting distribution pool will pay all claims in order of priority under the Bankruptcy Code. This includes all administrative, priority, and unsecured claims. The distribution pool is expected to satisfy all administrative and priority claims in full. The distribution pool is expected to be exhausted while making a pro rata distribution to unsecured creditors. There will be no return to equity. The value to unsecured creditors of the subordination of the claim of Mr. Cava and Mr. Rice is expected to be substantially more valuable to creditors than the claw back and other claims which would exist absent the agreement to subordinate the claims of Mr. Cava and Mr. Rice. But that is a decision left to the Pool Administrator. A full-text copy of the Amended Disclosure Statement dated November 15, 2022, is available at https://bit.ly/3hO7c3N from PacerMonitor.com at no charge. Counsel for the Debtor: Martin P. Sheehan, Esq. Sheehan & Associates, PLLC 1 Community St., Ste 200 Wheeling WV 26003 Tel: (304) 232-1064 Fax: (304) 232-1066 Email: SheehanBankruptcy@WVDSL.net SheehanParalegal@WVDSL.net About Ryan Environmental Ryan Environmental, LLC, a company in Bridgeport, W.Va., offers environmental consulting, remediation, cleaning services, emergency spill response, hydrocarbon lab services, corrosion services, well services, general roustabout, and both steel and poly pipeline construction. Ryan Environmental sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 22-00216) on May 5, 2022, with between $1 million and $10 million in assets and between $10 million and $50 million in liabilities. Judge David L. Bissett oversees the case. Martin P. Sheehan, Esq., at Sheehan & Associates, PLLC is the Debtor's legal counsel. SAN JORGE HOSPITAL: Taps Galíndez LLC as External Auditor ---------------------------------------------------------- San Jorge Children's Hospital, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Galíndez, LLC as its external auditor. The firm's services include: (a) audit of the Debtor's financial statements; (b) audit of the schedules or report Law 163-2013; (c) audit of the Schedules of Expenditures of Federal Awards; (d) single audit for the year 2021; (e) audit of the 2021 Retirement Plan Financial Statements and; (f) filing of 2021 tax returns. The firm will be paid at these rates: Partners $220 per hour Directors / Sr. Tax Manager $190 per hour Managers / Supervising Senior $180 per hour Seniors / Semi Seniors $160 per hour Staff $125 per hour As disclosed in court filings, Galíndez is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julio A. Galíndez, CPA, CGMA Galíndez, LLC 19 Cll Ponce San Juan, PR 00917 Phone: +1 787-725-4545 Email: julio@galindezllc.com About San Jorge Children's Hospital San Jorge Children's Hospital, Inc. operates a hospital specializing in pediatrics in San Juan, P.R. San Jorge Children's Hospital filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-02630) on Sept. 1, 2022, with between $10 million and $50 million in both assets and liabilities. Edward P. Smith, chief operating officer, signed the petition. Judge Maria De Los Angeles Gonzalez presides over the case. The Debtor tapped Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC as bankruptcy counsel and Galíndez, LLC as external auditor. SAN LUIS AND RIO GRANDE: SLVGO Objects to Sale in Court ------------------------------------------------------- Lyndsie Ferrell of Mineral County Miner reports that in the Chapter 11 case of the San Luis and Rio Grande Railroad, an objection has been submitted by San Luis Valley Great Outdoors (SLV GO!) and is requesting a setting of a sale hearing before anything moves forward in the bankruptcy bid process. SLV GO! submitted its objection at the beginning of November and is awaiting final word on their objection and request for a hearing. In the document submitted by the local organization it states, "San Luis Valley Great Outdoors (SLV GO!) submits this objection to the trustee's motion to approve the sale of substantially all of the assets of the SLRG ("OmniTRAX Sale Motion") and objection of the San Luis Valley Great Outdoors to trustee's motion for entry of order approving bid procedures and buyer protections and requesting the setting of a sale hearing, filed by William A. Brandt Jr., as chapter 11 trustee in the SLRG case." The document explained that by selling to OmniTRAX, the bankruptcy trustee would be significantly and permanently damaging SLV GO!'s efforts to create a trail from Huerfano County through the San Luis Valley and beyond that would be used for recreational purposes and bring in funding from tourism growth here in the San Luis Valley. The organization also stated that they may have an agreement with two other bidders that have entered the bidding process but that the trustee is pointedly favoring OmniTRAX, according to the document submitted. "San Luis Valley Great Outdoors is an interested party in the SLRG case because the trustee's actions regarding the sale of the SLRG to OmniTRAX will significantly impede SLV GO!'s non-profit mission in the San Luis Valley. OmniTRAX is against allowing trail systems within and near its railroad easements, whereas SLV GO! builds and manages community trails throughout the San Luis Valley and is committed to greatly expanding the San Luis Valley Trail System. The SLV GO! long-term plan for such trail expansion necessitates SLV GO! being granted easements within and near the 150 miles of track which are among the assets of SLRG," the organization stated. The basis of the objection relies heavily on the need for multi-use recreational trails throughout the San Luis Valley along the length of the track included in the bankruptcy bid. According to the document, OmniTRAX specifically mentions within its Public Project Manual, dated January 2019, "Bicycle/Pedestrian Pathways and Multi-Use Trails, private or public parallel bicycle/pedestrian pathways and trails are not permitted on the OmniTRAX Property. Bycycle/Pedestrian pathways and trails cannot cross tracks at grade outside of existing highway easements… OmniTRAX will oppose condemnation proceedings aimed at recreational use of trackside property." The line runs through the expanse of the San Luis Valley through public and private land and through the rails with trails program that SLV GO! is seeking to bring to the Valley would allow recreational use of the trails system along the railroad easements regardless of whether it is on public or private land if the trail is within the easements of the railroad. SLV GO! estimates in the document that the Rails with Trails System based on recent research could generate an estimated $10 million in income should the project be successful through an agreement with the other two bidders. The objection may or may not be considered in bankruptcy court as the process moves forward. About San Luis & Rio Grande Railroad San Luis & Rio Grande Railroad, Inc., operates the San Luis & Rio Grande Railroad. On Oct. 16, 2019, an involuntary Chapter 11 petition was filed against San Luis & Rio Grande Railroad by creditors, Ralco LLC, South Middle Creek Road Association and The San Luis Central Railroad Co. (Bankr. D. Colo. Case No. 19-18905). The petitioning creditors are represented by Brownstein Hyatt Farber Schrec and Graves Dougherty Hearon & Moody. Judge Thomas B. McNamara oversees the case. Williams A. Brandt Jr. was appointed as Chapter 11 trustee for San Luis & Rio Grande Railroad. The trustee tapped Markus Williams Young & Hunsicker LLC as bankruptcy counsel, and Fletcher & Sippel LLC and Hall & Evans P.C. as special counsel. Development Specialists, Inc. and D'Almeida Consulting, LLC serve as the trustee's accountant and financial consultant, respectively. SANIBEL REALTY TRUST: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Sanibel Realty Trust LLC filed for chapter 11 protection in the Southern District of Florida. The Debtor owns and rents certain residential condominium properties in Miami-Dade County, Florida. The Debtor owns three residential condominium properties valued at approximately $1,550,000: a) 9499 Collins Ave., Unit PH06 Surfside, FL 3317 b) 9595 Collins Ave., Unit NPHF Surfside, FL 33179 c) 10115 SW 154 Cir. Ct., Unit 108-1 Miami, FL 33186 The Debtor was defending foreclosure action filed by mortgagee on one of its properties and filed the Chapter 11 case to pursue either a section 363 sale and/or an attempt to reorganize its business operations and restructure its debt obligations under the protection of the automatic stay. According to court filings, Sanibel Realty Trust estimates $1 million to $10 million in debt to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. About Sanibel Realty Trust Sanibel Realty Trust LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18729) on Nov. 11, 2022. In the petition filed by Javier Perez, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by Nathan G Mancuso of Mancuso Law, P.A. SENTIENT BUILDINGS: Files for Chapter 11 Bankruptcy --------------------------------------------------- Sentient Buildings LLC filed for chapter 11 protection in the Southern District of New York. Established in 2014, the Debtor is a software and services business that helps building owners conserve energy and reduce costs through automation. Applications include real-time management and control of building systems from a centralized location over wireless or wired networks. Examples of services include thermostat management systems, leak detection monitoring, indoor air quality monitoring, and energy and water usage monitoring. The Debtor's offices are located at 65 South Broadway, Suite 101, Tarrytown, New York 10591. CEO David Unger explained in court filings that as with many businesses, the Debtor has been adversely affected by the economic fallout from COVID-19. Initially, the Debtor suffered from the "pause" on projects during 2020. More recently the Debtor has been hit by supply chain issues. The Debtor took numerous steps to limit expenses. It moved into less expensive offices, reduced staff and limited officer compensation. While helpful, the cost-cutting did not completely alleviate the Debtor’s financial distress. The Debtor's prior landlord and its primary secured creditor, Bank of America, N.A. have both commenced litigation against the Debtor. Although the Debtor continues to operate as it has for over 8 years, the financial hits the Debtor took during COVID-19 and pending expensive litigation have led the company to seek Chapter 11 protection. The CEO says the Debtor will utilize the bankruptcy process in order to restructure and reorganize the Debtor's affairs. With the help of counsel, the CEO believes the company will be able to restructure its affairs and propose a plan of reorganization is in the best interests of its creditors and affords them the greatest recovery possible. According to court filings, Sentient Buildings estimates $1 million to $10 million in total debt to 1 to 49 creditors. The Debtor's secured creditors consist of Bank of America (blanket lien), U.S. Small Business Administration (blanket lien) and TD Bank Auto Finance (automobile PMSI on 2016 Chevrolet Equinox). The petition states that funds will not be available to unsecured creditors. About Sentient Buildings Sentient Buildings LLC is a limited liabiity company in New York. Sentient Buildings LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22861) on Nov. 14, 2022. In the petition filed by Mark Allen, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by: Dawn Kirby Kirby Aisner & Curley, LLP 65 South Broadway, Suite 101 Tarrytown, NY 10591SE SHEERKAHN SERVICES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Sheerkahn Services LLC 65 Patterson Avenue Hamilton, NJ 08610 Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-19266 Debtor's Counsel: Steven J. Abelson, Esq. ABELSON LAW OFFICES 80 West Main Street PO Box 7005 Freehold, NJ 07728 Tel: 732-462-4773 Total Assets: $354,125 Total Liabilities: $1,040,457 The petition was signed by David J. Voacolo as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BWQF7GA/Sheerkahn_Services_LLC__njbke-22-19266__0001.0.pdf?mcid=tGE4TAMA SHILO INN PORTLAND: Hotel Joins Other Affiliates in Chapter 11 -------------------------------------------------------------- Shilo Inn Portland/205 LLC returned to Chapter 11 bankruptcy 20 years after the business previously sought bankruptcy protection. The filing Nov. 10, 2022, by Shilo Inn Portland follows filings last year by other Shilo Inn affiliates -- Shilo Inn, Bend, LLC, and Shilo Inn, Warrenton, LLC. The Debtors each operates a "Shilo Inn" hotel pursuant to franchise agreements with Shilo Franchise International, and they share common management, as each is managed by Shilo Management Corporation. The Debtors are owned by Mark S. Hemstreet. According to court filings, Shilo Inn Portland estimates $1 million to $10 million in debt to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. About Shilo Inn Portland/205 Shilo Inn Portland/205 LLC operates a "Shilo Inn" hotel in Portland, Oregon. The business is owned by Mark S. Hemstreet. Several Shilo Inn entities have filed for Chapter 11 bankruptcy in the past. Shilo Inn Portland/205 LLC along with several affiliates first sought Chapter 11 protection on March 20, 2022 (Bankr. D. Ore. Case No. 02-32682). Shilo Inn Portland's case was terminated on March 30, 2004. Hemstreet's Shilo Inn, Idaho Falls, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 20-42489) on Nov. 2, 2020. Two more Shilo Inn hotels owned by Hemstreet -- Shilo Inn, Bend, LLC, and Shilo Inn, Warrenton, LLC -- filed for Chapter 11 bankruptcy on Aug. 13, 2021 (Bankr. W.D. Wash. Case Nos. 21-41340 and 21-41341). The cases are pending and jointly administered under Case No. 21-41340. Hemstreet's Shilo Inn Portland/205 LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-41459) on Nov. 10, 2022. In the petition filed by Larry Chank, as authorized representative, the Debtor reported assets and liabilities between $10 million and $50 million each. Judge Brian D Lynch handles the Debtors' cases. The Debtors are represented by: Bryan T Glover Stoel Rives, LLP 11707 NE Airport Way Portland, OR 97220 SOUTHERN CALIFORNIA: Exclusivity Period Extended to Dec. 31 ----------------------------------------------------------- Darrell Maag, owner of Southern California Research, LLC, obtained a court order extending his exclusive right to file a Chapter 11 plan to Dec. 31 and solicit acceptances from creditors to Feb. 28 next year. The ruling by Judge Deborah Saltzman of the U.S. Bankruptcy Court for the Central District of California allows the company owner to pursue his own plan for emerging from Chapter 11 protection without the threat of a rival plan from creditors. Mr. Maag is currently preparing to sell some of his non-exempt assets, including stock and real property (one of which is subject to his homestead exemption but has equity above the maximum allowable amount under California law). The final, allowable amount of the exemptions in the property likely will impact distributions under the plan, according to Monsi Morales, Esq., an attorney at Margulies Faith, LLP, who handles Mr. Maag's bankruptcy case. "While [Mr. Maag] recognizes that he is not a large debtor with a complex financial structure, there are significant matters that should be resolved prior to confirmation of the plan," Ms. Morales said in response to an objection from creditor, Southwestern Research, Inc., which opposed the exclusivity extension. "More importantly, [Mr. Maag] should be allowed to focus his attention on such matters and on moving forward with his proposed plan of reorganization without having to litigate a competing plan," the attorney said. Mr. Maag filed his own plan to exit bankruptcy early last month, which proposes to make cash payments to Southwestern Research, Inc. and general unsecured creditors. His company, Southern California Research, has not yet filed its own bankruptcy plan. The period for Southern California Research to exclusively file a plan expired on Oct. 15 while the deadline for soliciting votes is on Dec. 15. About Southern California Research Southern California Research, LLC is a private medical group in Thousand Oaks, Calif., that conducts clinical research trials. Southern California Research filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10022) on Jan. 12, 2022, with $184,280 in assets and $11,753,616 in liabilities. The Debtor's case is jointly administered with the Chapter 11 case filed by its managing member and owner, Darrell Maag (Bankr. C.D. Calif. Case No. 22-10023) on Jan. 12, 2022. Judge Deborah J. Saltzman oversees the cases. The Debtors tapped James R. Selth, Esq., at Weintraub & Selth, APC as bankruptcy counsel; Gordon Rees Scully Mansukhani, LLP as special counsel; and Hahn Fife & Company, LLP as financial advisor and accountant. On Oct. 14, 2022, Mr. Maag filed his own Chapter 11 plan of reorganization and disclosure statement to resolve claims against him. ST. THERESE HEALTHCARE: Starts Subchapter V Case ------------------------------------------------ St. Therese Healthcare Inc. filed for chapter 11 protection in the District of Nevada. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor is established and operates a healthcare business located at 3680 Grant Dr., Reno, NV 89509. Monette Wilday is the Debtor's president and owner. The Debtor's business provides comprehensive skilled nursing and rehabilitation services to individuals who meet the criteria to receive services at home or in care homes after they have been discharged from the hospital for their continuous care until they get better to avoid going back to the hospital. The service can last from 4 to 9 weeks pending on the need of the patient. If they do not get better during the 4 to 9 week period, the patients can be recertified and care will continue. The business also provides services tailored to individual patient needs. Services are covered by Medicare or private insurances. Services are provided by skilled nurses, physical therapists, occupational therapists, social workers and certified nursing assistants. Most of those professionals are independent contractors. Otherwise, Debtor presently has a small staff of payroll employees. The Debtor also owns a residential property, which property is the primary residence of the Mrs. Wilday and her husband. According to court filings, St. Therese Healthcare estimates $1 million to $10 million in debt to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. About St. Therese Healthcare Inc. St. Therese Healthcare Inc., doing business as Alliance Home Healthcare Services, provides nursing care for both medical and non-medical services to ensure that you or your loved one is able to remain at home in a comfortable, familiar, and caring environment. St. Therese Healthcare Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-50597) on Nov. 10, 22, 2022. In the petition filed by Monette Wilday, as president, the Debtor reported assets between $1 million and $10 million and liabilities between $500,000 and $1 million. The Subchapter V trustee appointed in the case: Jeanette McPherson 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 E-mail: TrusteeJMcPherson&FoxRothschild.com The Debtor's counsel: WILLIAM D COPE Law Offices of William D Cope LLP 3680 GRANT DRIVE, STE. B RENO, NV 89509 STARLIN LLC: Unsecureds to be Paid in Full in Purchaser Sale Plan ----------------------------------------------------------------- Starlin LLC and Affiliated Debtors and the CPBH Entities filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement for Joint Plan of Reorganization dated November 15, 2022. The Mezz Debtors are the borrowers of the Mezz Loan in the original principal amount of $17,760,000. The Gans Member Debtor is an affiliate of the Debtors and is the entity was party to an agreement pursuant to which non-debtor 534 West 28th Pref LLC made a preferred equity investment (the "Pref Investment") in non-debtor 533 West 27 Street JV LLC. The current holder of the Pref Investment is Clinton III. The Mezz Debtors filed on the Mezz Debtors Commencement Date out of concern that the CPBH Entities would pursue a UCC foreclosure sale of the Mezz Debtors' interests in the Mortgage Debtors or exercise other remedies under the Mezz Loan Documents. After the filing of the Mezz Debtors, the Debtors and the CPBH Entities continued in settlement discussions which resulted in the Settlement Agreement. Upon execution of the Settlement Agreement, on September 14, 2022, the Mortgage Debtors and the Gans Member Debtor filed for chapter 11 and the Debtors filed the Motion to Approve the Settlement Agreement. In furtherance of the Settlement Agreement, the Argo Debtor closed on the purchase of the Argo Property with the CPBH Entities funding the purchase with an additional $4,680,000 which was added to the Senior Loan. The Argo Debtor then filed for chapter 11 on September 20, 2022 and joined in the Debtors' request to approve the Settlement Agreement. Accordingly, pursuant to the Settlement Agreement, the Plan Proponents are submitting the Plan which provides for the implementation of the Settlement Agreement through a sale of the Purchased Properties and payment of the Settlement Amount to the CPBH Entities by December 22, 2022, or, in the event that a sale of the Purchased Properties cannot take place or yield sufficient proceeds to pay the Settlement Amount, then through a sale of the Properties to the CPBH Entities under the Plan. If the Debtors fail to fund the Settlement Amount, Allowed Priority Tax Claims will be funded by the CPBH Entities, subject to the terms of the Settlement Agreement, provided that the CPBH Entities elect to proceed with the CPBH Sale Transaction(s). Class 4 consists of General Unsecured Claims against the Debtors. * Under Purchaser Sale Transaction(s): Except to the extent that a holder of an Allowed General Unsecured Claim has agreed to less favorable treatment of such Claim, each such holder shall receive payment in full with interest at the federal judgment rate from the Sale Proceeds. Class 4 is Unimpaired. * Under CPBH Sale Transaction(s): Holders of Allowed General Unsecured Claims will receive no distribution. Class 4 is Impaired and receiving no distribution, therefore Class 4 is deemed to have rejected the Plan. Class 5 consists of Existing Equity Interests in the Debtors. * Under Purchaser Sale Transaction(s): Existing Equity in Interests in Class 5 shall receive any remaining Sale Proceeds allocable after payment in full of the Settlement Amount, Administrative Expense Claims, Fee Claims, Priority Tax Claims, Priority Claims, Other Secured Claims, and General Unsecured Claims. * Under CPBH Sale Transaction(s): Existing Equity Interests in Class 5 will receive no distribution. Implementation of the Plan through (i) the Purchaser Sale Transaction(s) or (ii) the CPBH Sale Transaction(s). Under Purchaser Sale Transaction The Debtors presently intend to implement the Plan through the sale of the Purchased Properties to one or more Purchaser(s) pursuant to the Purchase Agreement(s). The Sale Proceeds from such transaction(s) shall be used to fund payments due under this Plan, including payment of the Settlement Amount. It is a condition precedent to treatment under the Purchaser Sale Transaction(s) that such transaction(s) are consummated on or before December 22, 2022 and that the Sale Proceeds are used to pay the Settlement Amount on or before December 22, 2022, time of the essence. Any such sale(s) shall be subject to the occurrence of the Effective Date and payment of the Settlement Amount. Under CPBH Sale Transaction In the event Debtors do not consummate the Purchaser Sale Transaction(s) in a sum necessary to pay the Settlement Amount on or before December 22, 2022, then immediately and automatically on December 23, 2022, the Plan Administrator shall become the sole person authorized to act on behalf of the Debtors' Estates with respect to the CPBH Sale Transaction(s) in one or more transactions from time to time and at such times as directed by the CPBH Entities on or after December 23, 2022. Such CPBH Sale Transaction(s) shall be a private sale or sales of the Properties and other assets constituting the collateral of the CPBH Entities to the CPBH Entities (or their designee(s)). In furtherance of the CPBH Sale Transaction(s), the sale of the Properties and other assets constituting the collateral of the CPBH Entities (a) shall be free and clear of any pledges, liens, security interests, encumbrances, claims, charges, service contracts, options and interests thereon, and tenancies and (b) shall be delivered vacant to the Plan Administrator on December 23, 2022. A full-text copy of the Disclosure Statement dated November 15, 2022, is available at https://bit.ly/3GDUVtn from PacerMonitor.com at no charge. Attorneys for the Debtors: Fred Ringel, Esq. Leech Tishman Robinson Brog, PLLC 875 Third Avenue, 9th Floor New York, NY 10022 Phone: 212-603-6300 Fax: 212-956-2164 Email: fringel@leechtishman.com Attorneys for the CPBH Entities: Kramer Levin Naftalis & Frankel LLP Adam C. Rogoff, Esq. 1177 Avenue of the Americas New York, New York 10036 Tel. No. 212 715 9100 About Starlin LLC Starlin, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10888) on June 28, 2022. In the petition signed by Robert Gans, as authorized signatory, Starlin listed up to $50,000 in assets and up to $50 million in liabilities. Judge Martin Glenn oversees the cases. Fred B. Ringel, Esq., at Leech Tishman Robinson Brog, PLLC and Getzler Henrich & Associates, LLC are the Debtors' legal counsel and financial advisor, respectively. STAUNTON AREA AMBULANCE: Case Summary & 7 Unsecured Creditors ------------------------------------------------------------- Debtor: Staunton Area Ambulance Service 401 N. Ash St. Staunton, IL 62088 Business Description: The Debtor is a tax-exempt ambulance service provider in Staunton, Illinois. Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court Central District of Illinois Case No.: 22-70777 Judge: Hon. Mary P. Gorman Debtor's Counsel: Robert E. Eggmann, Esq. CARMODY MACDONALD P.C. 120 S. Central Ave., Suite 1800 Saint Louis, MO 63105 Tel: 314-854-8600 Fax: 314-854-8660 Email: ree@carmodymacdonald.com Total Assets: $1,641,287 Total Liabilities: $473,700 The petition was signed by Dean DeVries as president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/T55AJVQ/Staunton_Area_Ambulance_Service__ilcbke-22-70777__0001.0.pdf?mcid=tGE4TAMA STEELCASE INC: Moody's Lowers CFR to Ba2 & Sr. Unsec. Notes to Ba3 ------------------------------------------------------------------ Moody's Investors Service downgraded Steelcase Inc.'s ratings including its Corporate Family Rating to Ba2 from Ba1, its Probability of Default Rating to Ba2-PD from Ba1-PD, and the rating on the company's senior unsecured notes due 2029 to Ba3 from Ba2. The company's Speculative Grade Liquidity is unchanged at SGL-2 and the outlook remains negative. The ratings downgrade reflects Steelcase's high financial leverage and Moody's expectation for a slower revenue and earnings recovery amid a currently challenging operating environment. The company reported strong year-over-year revenue growth for the first half of fiscal 2023. However, cost inflation continues to pressure profitability and Steelcase's financial leverage is high with debt/EBITDA at 4.3x as of the last twelve months (LTM) period ending August 26, 2022. While Steelcase reported strong organic revenue growth of 20% during its second quarter of fiscal 2023, its order volume declined by -8% in its Americas core business during the same period amid a slowdown in return-to-office trends. In addition, weaker macro-economic conditions with persistently high inflation and rising interest rates is slowing business spending including corporate investments on return-to-office projects, and Steelcase also reported its orders declined by -20% during the first three weeks of September. Moody's expects these pressures to persist at least until the first half of calendar 2023, resulting in debt/EBITDA leverage remaining high at around 4.0x by fiscal year end 2023 (end of February 2023). Given the slowdown in order trends, Steelcase announced cost savings initiatives including reduced corporate spending and a workforce reduction of up to 180 salaried positions and expects these actions will reduce annualized spending by approximately $20 million. The company also reduced its quarterly dividend distribution to $0.10 per share from $0.145 per share, a reduction of approximately $20 million annually. Steelcase also anticipates that its pricing initiatives will begin to fully offset inflationary pressures over the coming quarters, and that it anticipates to repay revolver borrowings as it reduces its elevated inventory to more normal levels. The company had borrowings of $79.8 million as of August 26, 2022, which included $68 million borrowings that were used to helped fund its Halcon acquisition during the second quarter of fiscal 2023. Risks to Steelcase's business remain elevated due to its exposure to cyclical macro-economic conditions. Moody's expects the US economy will contract in a couple of quarters in 2023, and US interest rates are likely to remain elevated until inflation is reliably under control. The weaker economic outlook coupled with increasing hybrid working arrangements will likely curtail corporate spending on office renovations. The negative outlook reflects the uncertainty regarding the company's ability to meaningfully improve earnings and cash flows, and sustain debt/EBITDA leverage below 4.0x over the next 12-18 months. Moody's took the following rating actions: Downgrades: Issuer: Steelcase Inc. Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Corporate Family Rating, Downgraded to Ba2 from Ba1 Senior Unsecured Regular Bond/Debenture (Local Currency), Downgraded to Ba3 (LGD5) from Ba2 (LGD5) Outlook Action Issuer: Steelcase Inc. Outlook, Remains Negative RATINGS RATIONALE Steelcase's Ba2 CFR reflects its leading market share and strong brands in office furniture, good end market diversification, and good geographic reach in the U.S., Europe, and Asia. Offices will remain an important contributor to workplace culture and collaboration. However, secular shifts toward more remote work and less office space demand brought about by the pandemic create significant uncertainty regarding the level of recurring demand for office furniture. The company's acquisition strategy amid a shifting demand landscape adds event risk. Steelcase's susceptibility to revenue cyclicality in economic downturns as well as its moderate size with a low EBITDA margin also constrain the credit profile. Weakening economic conditions in the US and Europe alongside rising interest rates is slowing corporate spending on office renovations. The ratings reflect that the company's operating strategies including continued cost discipline and product price increases to mitigate inflation should lead to an EBITDA recovery in FY 2023 versus the prior year. The company's good liquidity including absence of near-term maturities also provide flexibility to execute its growth and margin improvement strategies. Steelcase Inc's ESG Credit Impact Score is moderately negative (CIS-3). As with most consumer durable companies, Steelcase has moderately negative exposure to environmental risks. The company's exposure to social risks positions it weakly with highly negative exposure to changing demographic and social trends. Steelcase's moderate governance practices in the context of its business profile positions it below average and the exposure carries overall moderately negative credit risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if there is stability and sustained growth visibility in the office market sector and Steelcase successfully navigates through the secular changes. Steelcase would also need to significantly improve its operating performance including generating a higher operating margin, strong and consistent free cash flow and adhere to a conservative financial policy, and debt/EBITDA is maintained below 3.25x. The ratings could be downgraded if recovery in operating performance and credit metrics stalls or reverses over the next 12 to 18 months. Additionally, a downgrade could occur if free cash flow remains low or negative, liquidity deteriorates, or the company distributes meaningful cash to shareholders or pursues debt-financed acquisitions. Debt to EBITDA maintained above 4.0x could also lead to a downgrade. The principal methodology used in these ratings was Consumer Durables published in September 2021. Headquartered in Grand Rapids, Michigan, Steelcase is a designer, manufacturer, and marketer of office furniture systems, storage products, desks, benches, tables and seating products, primarily in North America and Europe. The company sells through various channels including independent dealers, company-owned dealers and directly to the corporate, government, healthcare, education, and retail customer end markets. The company is publicly traded with roughly 69% of the voting rights held by members of the founding families. Revenues are approximately $3.1 billion as of LTM August 26, 2022. SUSTAINABLE SAN DIEGO: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Sustainable San Diego, Inc. 4862 Voltaire St. San Diego, CA 92701 Business Description: The Debtor owns in fee simple title a commercial building with yoga studio located at 4862 St. San Diego, Calif. valued at $1.65 million. Chapter 11 Petition Date: November 19, 2022 Court: United States Bankruptcy Court Southern District of California Case No.: 22-02982 Debtor's Counsel: Michael R. Totaro, Esq. TOTARO & SHANAHAN P.O. Box 789 Pacific Palisades, CA 90272 Tel: (888) 425-2889 Fax: (310) 496-1260 Email: Ocbkatty@aol.com Total Assets: $1,661,000 Total Liabilities: $931,322 The petition was signed by Dustin T. Johnston as president. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LRQBFFA/Sustainable_San_Diego_Inc__casbke-22-02982__0001.0.pdf?mcid=tGE4TAMA TRINSEO PLC: S&P Downgrades ICR to 'B-', Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Trinseo PLC to 'B-' from 'B'. S&P said, "At the same time, we lowered our issue-level rating on Trinseo's unsecured notes to 'B-' from 'B'. The recovery rating on the notes remains '4' (rounded estimate: 30%). We also lowered our issue-level rating on the company's B-2 term loan facility to 'B+' from 'BB-'. The recovery rating remains '1' (rounded estimate: 95%). "The stable outlook reflects our expectation that Trinseo will maintain adequate liquidity and its credit metrics will remain appropriate for the current rating over the next 12 months." Trinseo's third-quarter 2022 performance was significantly weaker than we initially expected. S&P said, "Furthermore, following the company's lowering of its guidance for the year, we now anticipate its 2022 earnings will be well below our previous expectations. Trinseo was negatively affected as economic uncertainty and falling raw material prices led to a high level of customer destocking, particularly in Europe and in its building and construction and consumer durables end markets. Consequently, we anticipate its leverage metrics to remain elevated for the next 12 months." The Russia-Ukraine war in Europe, continued COVID-19 lockdowns in China, a slowdown in U.S. residential construction, and marginal improvement in automotive production all led to weak demand, which not only dampened volumes but also weakened margins significantly. S&P said, "Furthermore, high energy costs in Europe contributed to negative styrene margins throughout the quarter. While we anticipate some of these issues to improve, we still expect the rest of 2022 and most likely 2023 to continue to be weak. With recessionary concerns increasing across the U.S. and Europe, we believe that demand will continue to suffer over the next 12 months. We expect the company's weighted average credit metrics such as funds from operations (FFO) to debt and debt to EBITDA to be between 7% and 10% and 6x and 8x, over the next year, respectively." Through the sale of its synthetic rubber business and its acquisitions of Aristech Surfaces and Arkema's Polymethyl methacrylate (PMMA) business in 2021, Trinseo is working to transform itself into a faster-growth, higher-margin, and less volatile specialty material and sustainable solutions provider. S&P said, "Our assessment of the company's business risk profile as weak reflects its exposure to volatile raw material costs and cyclical key end markets, as well as its modest geographic concentration, particularly in Europe (57% of net sales in 2021). "However, we believe its acquisitions of PMMA and Aristech Surfaces will partially offset these factors by increasing its EBITDA and margins and reducing its earnings volatility over the next couple years. Furthermore, Trinseo has favorable market shares in key niches and technological advantages relative to its competitors. We also expect the company will continue to benefit from high operating rates. "The stable outlook on Trinseo reflects our expectation that its credit metrics will remain consistent with the current rating during the next 12 months. Our base-case scenario also assumes the company maintains its styrenics business, at least for the near term. We forecast S&P Global Ratings-adjusted debt to EBITDA of 6x-7x and FFO to debt of 7%-10% over the next 12 months, which we consider appropriate for the rating after adjusting for potential volatility in the company's EBITDA and credit measures." S&P could downgrade Trinseo within the next 12 months if: -- Debt to EBITDA increases and approaches double-digits or its FFO to debt drops to the low- to mid-single digit percent range on a weighted average basis. This could occur if the company's EBITDA margins continue to decline significantly due to ongoing weak demand, which leads to volatility in the styrene markets, or it experiences issues in integrating the PMMA business; or -- Liquidity weakens such that its ratio of liquidity sources to uses falls below 1.2x or we believe it will be difficult for it to remain in compliance with its covenants. S&P could consider a one-notch upgrade of Trinseo within the next 12 months if: -- The company expands its EBITDA margins to the low double-digit percent range supported by favorable conditions in the styrene market; -- Its debt to EBITDA approaches 6x or its FFO debt rises to the mid-teens percent range on a sustained basis; and -- S&P believes its financial policies would support its maintenance of these improved credit metrics. UNIVAR SOLUTIONS: S&P Affirms 'BB+' Long-Term ICR, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' long-term issuer credit rating on chemicals and ingredients distributor Univar Solutions Inc., its 'BBB-' issue-level ratings on the company's senior secured term loans, and 'BB' issue-level rating on the unsecured notes. At the same time S&P revised its recovery rating on the senior secured debt to '1' from '2' to reflect a higher valuation and the structural strength of the term B loans. The stable outlook reflects S&P's view that the company will likely generate appropriate credit measures for the ratings, including a weighted average funds from operations (FFO)-to-debt ratio within 20%-30%, despite the potential onset of a mild recession in 2023. The company demonstrated solid third quarter performance partly due to market share gains and effective pricing. Univar achieved good sales growth and EBITDA margin expansion in the quarter. Its $3 billion of net sales grew almost 20% and the company cited a 20 basis point rise in its adjusted EBITDA margin to 8.7%. Most of the growth came from North America, with U.S. gross profit up 19% and Canadian gross profit up 14%. The EMEA region has started to experience the effect of challenging conditions, with gross profits from the region decreasing 5.5% in the quarter compared to 2.6% growth through the nine-month timeframe. But overall, Univar's performance has benefited from market share gains and pricing discipline, and it was able to outpace input cost inflation and foreign exchange headwinds. Revenue in the quarter was hurt by about 5% from currency movements. Freight costs were more than 30% higher in the U.S. during the first nine months of the year. Univar reiterated its full-year adjusted EBITDA and free cash flow guidance of $1.05 to $1.07 billion and approximately $400 million, respectively. Credit measures will likely remain appropriate for the ratings despite additional share repurchases and the introduction of an annual dividend in the future The company's bank calculated net debt-to-EBITDA ratio ended the third quarter at 2.1x, which was well-within its publicly stated goal of 2.0x-2.5x. S&P said, "We believe the leverage ratio and other credit measures will remain appropriate for the ratings through continued operational execution and disciplined financial policies. We note the company announced a $200 million accelerated share repurchase, approved a new $1 billion share buyback authorization to run well into 2026, and plans to implement an annual dividend in 2023. We recognize that shareholder rewards are part of Univar's capital allocation strategy but believe that management would use discretion to defend credit quality in times of stress." Liquidity remains strong following the amendment of the company's credit facility. On Oct. 27, 2022, Univar amended and restated its asset-backed (ABL) credit agreement. Its ABL facilities now consist of a $1.6 billion senior secured revolver and a $200 million senior secured term loan, both due 2027. The company terminated its European ABL credit agreement and the associated EUR200 million ABL facility. Combined with its over $250 million of cash on hand, S&P believes Univar's liquidity is ample enough to meet its needs. S&P said, "The stable outlook reflects our expectation that Univar will continue to maintain credit metrics appropriate for the current rating, including weighted-average FFO to debt of 20%-30%. We expect the company's revenues to rise by over 20% in 2022 because of growth via market share gains and pricing strategies, then to contract by almost 8% in 2023 on account of a mild recession globally, with particular slowness in Europe. Order volumes will continue to be driven by global GDP and industrial production and continued gradual outsourcing to chemical distributors. The company's planned value capture program (which may yield $80 million of productivity and optimization savings, half of which are realized in the first year) will help buoy earnings and cash flow from the potential top line contraction. This results in adjusted EBITDA margins averaging roughly 9% over the next two years. Our base case assumes the company will continue to generate roughly $400 million of adjusted free cash flow next year, which we expect it to use for a mix of bolt-on acquisitions and share repurchases." S&P could consider lowering the rating within the next 12 months if: -- The anticipated recession in global GDP and industrial production is deeper and of a longer duration than S&P currently expects. If this occurred, adjusted EBITDA margins could decline more than 250 basis points, leading to a deterioration in weighted-average FFO to debt dropping to below 20% for a sustained period. -- Against S&P's expectations, unexpected cash outlays or more aggressive financial policies significantly reduce the company's liquidity or strain its financial profile. S&P could consider raising the rating within the next 12 months if: -- Univar continues increasing EBITDA and free cash flow generation, likely driven by volume growth and margin expansion exceeding S&P's base case, or faster-than-expected outsourcing to distributors. -- The company's financial policies strengthen to the point that they support maintaining weighted-average FFO to debt of 30%-45%, even after factoring in growth initiatives and shareholder rewards. ESG credit indicators: E-2, S-2, G-2 ESG credit factors have no material influence on S&P's rating analysis on Univar. As a distributor, Univar is not materially involved in the production of chemicals. Therefore, it is less exposed to the type of environmental risks facing chemical producers that operate large, complex chemical reactors. UNIVERSAL REHEARSAL: Taps Kane Russell Coleman Logan as Counsel --------------------------------------------------------------- Universal Rehearsal Partners, Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Kane Russell Coleman Logan, PC as its bankruptcy counsel. The firm's services include: a. preparing and filing the Debtor's schedules and statement of affairs; b. representing the Debtor at the meeting of creditors and confirmation hearing; c. representing the Debtor in any adversary proceedings and contested bankruptcy matters that arise in the Debtor's Chapter 11 case; d. taking all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any actions commenced against the Debtor, negotiating disputes involving the Debtor, and preparing objections to claims filed against the Debtor's estate; e. preparing legal papers; f. advising and consulting with the Debtor on (i) legal questions arising in administering and reorganizing its estate and (ii) the Debtor's rights and remedies in connection with assets of the estate and claims of creditors; g. assisting the Debtor in (i) formulating a disclosure statement and a Chapter 11 plan; (ii) confirming and consummating a Chapter 11 plan, and (iii) such further actions as may be required in connection with the administration of the Debtor's estate; h. if necessary and advisable, takeing all appropriate actions in connection with a sale of the Debtor's assets under Section 363 of the Bankruptcy Code or otherwise; i. assisting the Debtor in preserving and protecting the value of the estate; j. appearing before the bankruptcy court, any appellate courts and the United States Trustee; k. investigating and potentially prosecuting preferences, fraudulent transfers, and other causes of action arising under Chapter 5 of the Bankruptcy Code on behalf of the Debtor's estate; and l. performing other necessary legal services for the Debtor. The firm will be paid at these rates: Directors $350 to $775 per hour Associates $315 to $525 per hour Paralegals $175 to $275 per hour John Kane, Director $550 per hour Kyle Woodard, Associate $400 per hour JaKayla DaBera, Associate $350 per hour Olivia Salvatierra, Paralegal $275 per hour Kane received a $50,000 retainer. As disclosed in court filings, Kane is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John J. Kane, Esq. S. Kyle Woodard, Esq. JaKayla J. DaBera, Esq. Kane Russell Coleman Logan, PC Bank of America Plaza 901 Main Street, Suite 5200 Dallas, TX 75202 Telephone: (214) 777-4200 Telecopier: (214) 777-4299 Email: jkane@krcl.com Email: kwoodard@krcl.com Email: jdabera@krcl.com About Universal Rehearsal Partners Universal Rehearsal Partners, Ltd. is a Texas limited partnership formed in 2001 between John Kirtland and Vince Barnhil for the acquisition of certain real property and the operation at that property of a business that leases practice rooms and rehearsal spaces to musicians and bands. Universal Rehearsal Partners sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-31966) on Oct. 21, 2022, with up to $10 million in both assets and liabilities. Marcus Morriss, managing member of the Debtor's general partner, signed the petition. Judge Michelle V. Larson oversees the case. The Debtor is represented by Kane Russell Coleman Logan, PC. VOYAGER DIGITAL: Committee Taps Harney Westwood as BVI Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Voyager Digital Holdings, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Harney Westwood & Riegels, LP as legal counsel. The committee needs the firm's legal services in connection with Three Arrows Capital Ltd.'s liquidation proceedings in British Virgin Islands. Voyager is one of the largest creditors of Three Arrows Capital and is a member of the creditors' committee in the company's liquidation proceedings. Harney will charge these hourly fees: Partners $1,050 per hour Associates/Counsel $400 - $800 per hour Paralegal $150 - $275 per hour Peter Ferrer $1,050 per hour Christopher Pease $925 per hour Megan Elms $400 per hour Christopher Pease, Esq., a partner at Harneys, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Pease disclosed the following: -- Harney has agreed to waive its ordinary outlays and expenses charge usually applicable and applied at a rate four and half percent of professional fees incurred. There is also a minor reduction to the hourly rate of Megan Elms. -- No Harney professional included in the engagement has varied his rate based on the geographic location of the Debtors' bankruptcy cases. -- Harney has not represented the committee in the 12 months prior to the Debtors' bankruptcy filing. -- The firm and the committee have agreed to an hourly charge-out rate for one senior partner, one junior partner and one associate for professional fees and have agreed that other members of the firm may assist from time to time as appropriate. Harney can be reached through: Christopher Pease, Esq. Harney Westwood & Riegels LP Craigmuir Chambers, P.O. Box 71 Road Town Tortola VG1110 British Virgin Islands Tel: +1 284 852 4385 Email: christopher.pease@harneys.com Email: bvi@harneys.com 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, chief executive officer, the Debtors estimated assets and liabilities between $1 billion and $10 billion. Michael E. Wiles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; Consello Group as strategic financial advisor; Deloitte Tax, LLP as tax services provider; and Deloitte & Touche, LLP as accounting advisor. Stretto, Inc. is the claims agent. On July 19, 2022, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq Corporate Restructuring, LLC as noticing and information agent. The committee also tapped the services of Harney Westwood & Riegels, LP in connection with Three Arrows Capital Ltd.'s liquidation proceedings in British Virgin Islands. VOYAGER DIGITAL: Investors Sue for TopCo $200M Intercompany Claims ------------------------------------------------------------------ The Ad Hoc Group of Equity Interest Holders, comprised holders of equity interests of Voyager Digital Ltd. ("TopCo"), has commenced a lawsuit asking the Court to declare that (i) certain intercompany debt to TopCo to be valid and enforceable, and (ii) TopCo's guarantee of the Alameda loan to be unenforceable, which rulings would raise the recovery for equity holders under the Plan. The case The Ad Hoc Group of Equity Interest Holders of Voyager Digital Ltd. v. Voyager Digital Holdings, Inc. et al., Adv. Pro. No. 1:22-ap-01170, In re Voyager Digital Holdings, LLC, et al. (Bankr. S.D.N.Y. Case No. 22-bk-10943) involves the adjudication of over $220 million of claims. An actual, ripe, and justiciable controversy exists on all counts arising from the factual and legal issue as to whether certain intercompany claims owed as between the Debtors as well as between the Debtors and their non-debtor affiliates are valid intercompany claims, not subject to recharacterization or subordination. This Complaint seeks declaratory relief as to five intercompany claims owed to TopCo and one guaranty claim allegedly owed by TopCo. The gravamen of the relief sought is that TopCo holds claims against other Debtors which are valid and enforceable unsecured claims. These claims are entitled to receive the same treatment as all other general unsecured claims against the same Debtors. The Plaintiff requests that the Court enter an order and judgment: (1) Declaring the February 2021 Term Loan (of which at least $78.9 million remains outstanding), by TopCo to OpCo, to be valid and enforceable and not subject to recharacterization or subordination; (2) Declaring the February 2021 Revolving Loan (of which at least $1.47 million remains outstanding), from TopCo to OpCo, to be valid and enforceable and not subject to recharacterization or subordination; (3) Declaring the November 2021 Intercompany Obligation (totaling at least $79.27 million), owed by Opco to TopCo, to be valid and enforceable and not subject to recharacterization or subordination; (4) Declaring the May 2022 Intercompany Obligation (totaling at least $57.8 million remains outstanding), owed by OpCo to TopCo, to be valid and enforceable and not subject to recharacterization or subordination; (5) Declaring the HoldCo Promissory Note (totaling at least $6.33 million), owed by HoldCo to TopCo, to be valid and enforceable and not subject to recharacterization or subordination; and (6) Declaring the purported guarantee by TopCo of the Alameda Loan (of which 75 million remains outstanding) to be invalid or unenforceable, on its own or together with the invalidity or unenforceability of the Alameda Loan against its borrower. As of Nov. 11, 2022, the AHG is comprised of individual holders of 711,433 shares of Voyager Digital Ltd. One member of the AHG is also lead plaintiff in a (presently stayed) securities class action pending in Canadian courts. The Debtors' Plan, which has not yet been confirmed, provides that the equity interests held by the Plaintiff and other holders of existing equity interests will be entitled to the residual value of Voyager Digital Ltd.'s estate. On June 22, 2022, HoldCo entered into an agreement for the revolving credit facility dated June 21, 2022, with Alameda Ventures Ltd. as lender (the "Alameda Loan") to provide a revolving credit facility of $200 million in USD Coin and 15,000 Bitcoin. A total of $75 million of the Alameda Loan remains outstanding. The sworn TopCo Schedules filed Sept. 15, 2022, do not reflect any guarantee of the Alameda Loan, and the sworn HoldCo Schedules reflect that the Alameda Loan is unliquidated, contingent, and disputed by the Debtors. The Debtors' Joint Plan of Reorganization ("Initial Plan") filed July 5, 2022, cancelled the Alameda Loan Claims and relieved TopCo of any alleged guarantee obligations. Under the Initial Plan, the Alameda Loan Facility Claims were to be "cancelled, released, discharged and extinguished as of the [effective date of the Initial Plan], and [would] be of no further force or effect, and [the holders of the Alameda Loan Facility Claims would] not receive any distribution on account of such" claims. Folowing an auction on Sept. 13, 2022, the Debtors selected West Realm Shires Inc. ("FTX US") as the winning bidder for the Debtors' assets. On Oct. 5, 2022, the Debtors then filed the Second Amended Joint Plan ("October 5 Plan") to incorporate the terms of the sale. The Plan provides all rights, titles, and interests in the Alameda Loan Facility Claims shall be transferred to OpCo, and shall subsequently be cancelled, released, discharged and extinguished as of the Effective Date, and will be of no further force or effect, and Holders of Alameda Loan Facility Claims will not receive any distribution on account of such Alameda Loan Facility Claims. On Oct. 12, 2022, the AHG filed the objection to the Disclosure Statement. The AHG Objection noted that the October 5 Plan cancelled the Alameda Loan Facility Claims thereby eliminating TopCo's only material liability. Following the filing of the AHG Objection, the Debtors amended the October 5 Plan on October 17, 2022 (the "October 17 Plan"). The October 17 Plan provided that the Alameda Loan Facility Claims "shall be deemed Allowed, and all rights, titles, and interests in the Alameda Loan Facility Claims shall be conveyed to OpCo, and OpCo shall be entitled to any recovery on account of the Alameda Loan Facility Claims." On October 19, 2022, the Court held a hearing at which counsel for the Debtors stated that the treatment of the Alameda Loan Facility Claims in the October 5, 2022 Plan and prior iterations of the Plan, including the Initial Plan, had been a mistake. The position taken by Debtors' counsel was contrary to the positions taken by the Debtors in the Initial Plan and October 5 Plan despite no material change in the facts aside from the sale of the Debtors' assets to FTX US. The AHG asserts that a prompt resolution of the dispute regarding the validity of the Alameda Loan and claims related thereto is necessary to protect the value of the Plaintiff's equity interests in TopCo. 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, chief executive officer, the Debtors estimated assets and liabilities between $1 billion and $10 billion. Michael E. Wiles oversees the cases. 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. On July 19, 2022, the U.S. Trustee for the Southern District of New York appointed an official committee of unsecured creditors. The Committee tapped McDermott Will & Emery as counsel, and FTI Consulting as financial advisor. Epiq Corporate Restructuring, LLC, is the Commitee's noticing and information agent. WEAKLEY BAYOU: Gets OK to Hire Forensic Document Examiner --------------------------------------------------------- Weakley Bayou, Incorporated received approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Karen Nobles, a forensic document examiner at Forensic Document Services, LLC. The Debtor requires expert forensic services in connection with its analysis of the validity of the "Lease with Option to Purchase Agreement" filed by Javan Montgomery. In court filings, Ms. Nobles disclosed that she has no connection with any creditors or parties in interest. Ms. Nobles can be reached at: Karen J. Nobles Forensic Document Services, LLC 2920 Blackshear Avenue Pensacola, FL 32503 Phone: 850-723-6602 Email: karenjnobles@gmail.com About Weakley Bayou Weakley Bayou Incorporated filed a voluntary petition for Chapter 11 protection with the U.S. Bankruptcy Court for the Northern District of Florida, Tallahassee Division (Bankr. N.D. Fla. Case No. 22-40282) on Sept. 13, 2022, with as much as $50,000 in both assets and liabilities. The case was eventually transferred to the Pensacola Division and was assigned a new case number (Bankr. N.D. Fla. Case No. 22-30583). Judge Henry A. Callaway oversees the case. The Debtor tapped Bruner Wright, P.A. as legal counsel and Jeffrey Turner, CPA of Turner CPA Advisors as accountant. WEAKLEY BAYOU: Taps Jeffrey Turner of Turner CPA as Accountant -------------------------------------------------------------- Weakley Bayou, Incorporated received approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Jeffrey Turner, a certified public accountant at Turner CPA Advisors. The Debtor requires an accountant to provide tax advice and accounting services, and complete any necessary tax forms, including tax returns. In court filings, Mr. Turner disclosed that he has no connection with any creditors or parties in interest. Mr. Turner can be reached at: Jeffrey Turner, CPA Turner CPA Advisors 25 East Wright Street, Suite 2511 Pensacola, FL 32501 Phone: 850-438-4669 Fax: 850-438-4720 Email: jeff@pensacola-cpa.com About Weakley Bayou Weakley Bayou Incorporated filed a voluntary petition for Chapter 11 protection with the U.S. Bankruptcy Court for the Northern District of Florida, Tallahassee Division (Bankr. N.D. Fla. Case No. 22-40282) on Sept. 13, 2022, with as much as $50,000 in both assets and liabilities. The case was eventually transferred to the Pensacola Division and was assigned a new case number (Bankr. N.D. Fla. Case No. 22-30583). Judge Henry A. Callaway oversees the case. The Debtor tapped Bruner Wright, P.A. as legal counsel and Jeffrey Turner, CPA of Turner CPA Advisors as accountant. YOLANDA C. HOLMES: Taps MorrisMargulies as Legal Counsel -------------------------------------------------------- Yolanda C. Holmes, M.D. P.C. seeks approval from the U.S. Bankruptcy Court for the District of Columbia to hire The Law Firm of MorrisMargulies, LLC as its legal counsel. The firm's services include: (a) representing the Debtor in its Chapter 11 Subchapter V case and advise the Debtor as to its rights, duties and powers; (b) preparing legal papers; (c) representing the Debtor at all hearings, meeting of creditors, conferences, trials, and other proceedings in its Chapter 11 case; and (d) performing other necessary legal services. MorrisMargulies will charge these hourly fees: Attorneys $550 per hour Paralegal $190 per hour The firm will receive an initial retainer in the amount of $5,000 and an additional retainer of $2,000 monthly. Frank Morris II, Esq., an attorney at MorrisMargulies, 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: Frank Morris II, Esq. Law Firm of MorrisMargulies, LLC 8201 Corporate Drive, Suite 260 Landover, MD 20785 Phone: 301-731-1000 Fax: 301-731-1206 Email: frankmorrislaw@yahoo.com About Yolanda C. Holmes Yolanda C. Holmes, M.D. P.C. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.C. Case No. 22-00194) on Oct. 24, 2022, with as much as $1 million in both assets and liabilities. Jolene E. Wee has been appointed as Subchapter V trustee. Judge Elizabeth L. Gunn oversees the case. The Debtor is represented by Frank Morris II, Esq., at The Law Firm of MorrisMargulies, LLC. YORKTOWN ELECTRIC: Gets OK to Hire Angelo A. Cioffi as Accountant ----------------------------------------------------------------- Yorktown Electric, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Angelo A. Cioffi, CPA as its accountant. The Debtor requires an accountant to: a. prepare and file tax returns and conduct tax research, including contacting the Internal Revenue Service; b. prepare or assist the Debtor in preparing reports required by the Office of the U.S. Trustee. Compensation will be based on an hourly fee of $300 for services rendered by Angelo Cioffi, the firm's accountant. As disclosed in court filings, the firm neither represents nor holds any interest adverse to the Debtor or its estate and creditors in the matters upon which it is to be engaged. The firm can be reached through: Angelo A. Cioffi Angelo A. Cioffi CPA 1396 Sunflower Drive Yorktown Heights, NY 10598 Tel: (914) 962-8735 Email: aciofficpa@gmail.com cpaac@aol.com About Yorktown Electric Yorktown Electric, Inc., doing business as Yorktown Electric, is an electrical contractor for both residential and commercial properties. Yorktown Electric filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D, Fla. Case No. 22-02329) on June 10, 2022, with up to $500,000 in both assets and liabilities. Kathleen L. DiSanto has been appointed as Subchapter V trustee. Judge Caryl E. Delano oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. and Angelo A. Cioffi, CPA are the Debtor's legal counsel and accountant, respectively. ZAYO GROUP: S&P Lowers ICR to 'B-' on Weak Operating Performance ---------------------------------------------------------------- S&P Global Ratings lowered all ratings on U.S.-based fiber infrastructure provider Zayo Group Holdings Inc. by one notch, including the issuer credit rating on Zayo to 'B-' from 'B'. The stable outlook reflects S&P's expectation for Zayo to maintain adequate liquidity over the next 12 months given cash balances and revolving credit facility availability. S&P said, "The downgrade reflects a revision to our forecast to account for weaker profitability in the third quarter of 2022, which will keep S&P Global Ratings-adjusted leverage above 7x through 2024 compared with our previous expectations of about 6.5x. Lower-than-expected earnings, stemming primarily from higher network and employee expenses, transaction costs associated with the acquisition of Education Networks of America (ENA), and pro forma revenue declines due to net installation challenges in the first half of 2022 and unfavorable currency fluctuations contributed to weaker cash flow compared with our previous base case forecast. We believe that operating performance should improve in 2023 because of solid booking growth during the year combined with about $18 million in cost savings, a reduction in transaction costs, and the realization of network synergies as more circuits are brought on-network. Notwithstanding these positive trends, we expect leverage will remain high, as mid- to high-single-digit percent earnings growth is partially offset by incremental revolver borrowings to support the company's significant capital spending. "We believe that FOCF deficits will decrease to about $210 million-$250 million in 2023 from about $500 million in 2022 as capital expenditures (capex) decline. We expect capex to decrease to about $1.0 billion in 2023 from about $1.15 billion in 2022 as spending decreases toward a long-term term rate in the low-30% area from about 46% today. Still, we expect that capex will remain elevated, prompting the company to continuously draw on its $1.05 billion revolver due 2026. In particular, we expect the facility will be drawn by about 35%-40% by the end of 2023. Longer term, we believe the company can reduce FOCF deficits below $50 million, on modestly lower spending and improved operating performance such that the revolver draw stays below 60%, which would support the company's liquidity position. "The stable outlook reflects our expectation for Zayo to maintain sufficient liquidity over the next 12 months given its cash balances and revolver availability. Although leverage is high, we do see a path to leverage reduction as the company realizes cost savings from recent initiatives and the acquisition of ENA. Further, leverage should benefit from the winding down of restructuring expenses from recent acquisitions, which we include in our EBITDA calculation. "We could lower our rating on Zayo if competition led to pricing pressure, resulting in lower EBITDA that ultimately hurt the company's liquidity position and caused us to assess its capital structure as unsustainable over the longer term." S&P could raise its rating on Zayo if adjusted debt to EBITDA improved to less than 6.5x, and we believed the company were committed to maintaining leverage below this level on a sustained basis. In addition, an upgrade depends on Zayo achieving FOCF to debt above 5%. ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance is a moderately negative consideration in our credit ratings analysis of Zayo. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns." [*] Simpson Thacher Elevates 36 Attorneys to Partner ---------------------------------------------------- Simpson Thacher & Bartlett LLP on Nov. 17 disclosed that it has elevated the following attorneys to Partner, effective January 1, 2023: -- Jessica A. Asrat, Capital Markets (New York) -- Jacqui N. Bogucki, M&A (Houston) -- Adam J. Brunk, Real Estate (London) -- Catherine N. Burns, Banking & Credit (New York) -- Jonathan E. Cantor, Tax (New York) -- Toby Chun, Environmental (Washington, D.C.) -- Beth Cowen, Private Funds (London) -- Ross Ferguson, Litigation / Antitrust (Brussels / London) -- Lucy Gillett, M&A (London) -- Steven Grigoriou, Registered Funds (Washington, D.C.) -- Drew Harmon, Private Funds (New York) -- Marc Hecht, Restructuring (London) -- Steven Homan, Private Funds (New York) -- Sage E. Hughes, Private Funds (New York) -- Bryan Jin, Litigation (Palo Alto) -- Meredith Karp, Litigation (New York) -- Caitlin A. Lucey, Executive Compensation and Employee Benefits (New York) -- Borja Marcos, Latin America / Corporate (New York) -- Johanna Mayer, M&A (New York) -- Jessica A. O’Connell, Private Funds (New York) -- Jonathan S. Pall, Banking and Credit (New York) -- Benjamin S. Persina, Banking and Credit (Washington, D.C.) -- Jodi Schneider, Tax (New York) -- Mark B. Skerry, Litigation / National Security and Regulatory (Washington, D.C.) -- Spencer A. Sloan, Financial Institutions Regulatory (New York) -- William J. Smolinski, Tax (New York) -- Rachel S. Sparks Bradley, Litigation (New York) -- Jonathan G. Stradling, M&A (Tokyo) -- Lia Toback, Capital Markets (New York) -- Chris Vallance, M&A (London) -- Mark C. Viera, M&A (New York) -- Erik Wang, M&A (Hong Kong) -- Alicia N. Washington, Litigation (New York) -- Leanne M. Welds, Real Estate (New York) -- Claire Williams, Banking and Credit (London) -- David Zylberberg, Restructuring (New York) About Simpson Thacher Simpson Thacher & Bartlett LLP -- http://www.simpsonthacher.com --is one of the world’s leading international law firms. The Firm was established in 1884 and has more than 1,000 lawyers. Headquartered in New York with offices in Beijing, Brussels, Hong Kong, Houston, London, Los Angeles, Palo Alto, São Paulo, Tokyo and Washington, D.C., the Firm provides coordinated legal advice and transactional capability to clients around the globe. [*] U.S. Retailers That Are At Risk of Bankruptcy ------------------------------------------------- Bethany Biron of Insider reports retailers are feeling the strain of the economic downturn, as cash-strapped Americans pull back on spending. A recent Moody's report identified several companies at risk of defaulting as a possible recession nears. Here are the retailers that may default in the coming months, based on Moody's findings. (1) Bed Bath & Beyond --------------------- Bed Bath & Beyond has had a particularly turbulent year. The company closed 150 stores and slashed an estimated 20% of its corporate staff in September, after reporting sales dropped 26% in its most recent quarter compared to the same period last 2021. Once one of America's leading home goods retailers, the Bed Bath & Beyond has struggled to adjust to shifting consumer demand and found difficulty aligning on a strategic vision amid a series of executive shakeups. "The shift in consumer spending away from pandemic lifestyles have hurt retailers such Bed Bath and Beyond in the furniture and home decor space," Moody's wrote in its October report. (2) Belk -------- Belk, the North Carolina-based department store chain that operates in 16 states, returns to Moody's watchlist for another year after also making an appearance in 2021. This year, analysts wrote department stores and apparel brands are "more vulnerable in shifts in consumer demand," and are particularly hard-hit by the impact of inflation on disposable income spending. "Many discretionary companies in the apparel and department stores space have largely recovered to pre-pandemic levels, but are now at risk of declining as discounts increase and consumers spend more cautiously. This increases the risk for retailers such as Belk," Moody's analysts wrote. (3) Boardriders Inc. -------------------- Boardriders Inc. — the parent company of surf and sportswear apparel brands Quiksilver, Billabong, and RVCA— has the highest rate of debt growth, according to the Moody's report. While Moody's analysts noted the company's "operating performance has been improving," Boardriders has shown signs of strife since 2020. The company also currently is embroiled in a legal battle with lenders who claim their pandemic rescue financing unfairly benefited other creditors, the Wall Street Journal reported in October 2022. (4) Bob's Discount Furniture ---------------------------- Like Bed Bath & Beyond, Bob's Discount Furniture also struggled as consumer sentiments shifted away from home goods and demand dipped after the sector's massive pandemic boom. Moody's noted the company is in a "cyclically vulnerable sector," though benefits from "a moderate level of leverage." (5) Careismatic Brands ---------------------- Careismatic Brands — parent company of medical scrubs and uniform brands including Dickies and Cherokee — has faced stiffening competition in recent years from buzzy DTC brands like Figs. In September 2022, Bloomberg Law reported that sales dropped after a pandemic boost while non-product costs swelled by 30% — the latter in part due to legal fees associated with a lawsuit the company filed against Figs in 2019 claiming false advertising and unfair business practices. Now the company is looking to cut costs and overhaul its supply chain, according to Bloomberg. (6) Carvana ----------- After becoming a pandemic darling, the used-car dealership Carvana took a dramatic turn in 2022 as the secondhand car market slowed. In November 2022, the company reported a third-quarter loss of $508 million, prompting shares to drop by 50%, Insider's Tim Levin reported. Earlier this year, the company cut 2,500 jobs, an estimated 12% of its staff, part of an effort to find "a better balance between its sales volumes and staffing levels," Carvana wrote in an SEC filing. Moody's analysts noted the company is currently "reflecting very weak credit metrics, persistent lack of profitability, and negative free cash flow generation." (7) Outerstuff -------------- Outerstuff — a New York-based company specializing in licensed sports apparel for major leagues including the NFL, NBA, MLB, and NHL — has struggled with mounting debt and lowered demand in the past year. Moody's cited its "history of operating challenges" and "near-term debt maturities" in its report. (8) Party City -------------- Party City — which was particularly hard-hit by the pandemic, thanks in part to the decline in social events and the rising cost of helium — is still struggling to stay afloat. The retailer announced in November 2022 that it is slashing its corporate staff by 19% after reporting disappointing Halloween sales and continued headwinds. "While our overall enterprise-wide Halloween sales results were up year over year, they came in at the lower end of our expectations as macro pressures impacted customers' ability and willingness to increase spending on Halloween celebrations," CEO Brad Weston said in a statement to investors. (9) Premier Brands Group ------------------------ Premier Brands Group -- the company formerly known as Nine West Holdings before it filed for Chapter 11 bankruptcy in 2019 -- is a wholesale partner that provides apparel and accessories to major retailers. Moody's listed Premier among apparel companies like Belk that are especially vulnerable to decreased consumer spending. (10) 99 Cents Only Stores ------------------------- Dollar stores have taken a beating in recent years as consumers decry their rising prices, and 99 Cent Only Stores -- a California-based discount retailer with 350 stores in four states, according to its website -- is no exception. Moody's report notes the company is at a "competitive disadvantage" and has "negative free cash flow." [^] 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 ABSOLUTE SOFTWRE ABST US 544.9 -4.3 -53.0 ABSOLUTE SOFTWRE OU1 GR 544.9 -4.3 -53.0 ABSOLUTE SOFTWRE ABST CN 544.9 -4.3 -53.0 ABSOLUTE SOFTWRE ABT2EUR EU 544.9 -4.3 -53.0 ABSOLUTE SOFTWRE OU1 GZ 544.9 -4.3 -53.0 ACCELERATE DIAGN AXDX* MM 75.8 -9.8 56.7 AEMETIS INC AMTX US 198.9 -184.9 -159.0 AEMETIS INC DW51 GR 198.9 -184.9 -159.0 AEMETIS INC AMTXGEUR EZ 198.9 -184.9 -159.0 AEMETIS INC AMTXGEUR EU 198.9 -184.9 -159.0 AEMETIS INC DW51 GZ 198.9 -184.9 -159.0 AEMETIS INC DW51 TH 198.9 -184.9 -159.0 AEMETIS INC DW51 QT 198.9 -184.9 -159.0 AERIE PHARMACEUT AERI US 375.6 -164.0 169.5 AERIE PHARMACEUT AERIEUR EU 375.6 -164.0 169.5 AERIE PHARMACEUT 0P0 GR 375.6 -164.0 169.5 AERIE PHARMACEUT 0P0 TH 375.6 -164.0 169.5 AERIE PHARMACEUT 0P0 QT 375.6 -164.0 169.5 AERIE PHARMACEUT 0P0 GZ 375.6 -164.0 169.5 AGENUS INC AGEN US 429.0 -11.8 78.4 AGENUS INC AJ81 TH 429.0 -11.8 78.4 AGENUS INC AJ81 QT 429.0 -11.8 78.4 AGENUS INC AJ81 GZ 429.0 -11.8 78.4 AIR CANADA AC CN 29,754.0 -1,931.0 1,190.0 AIR CANADA ADH2 GR 29,754.0 -1,931.0 1,190.0 AIR CANADA ACEUR EU 29,754.0 -1,931.0 1,190.0 AIR CANADA ADH2 TH 29,754.0 -1,931.0 1,190.0 AIR CANADA ACDVF US 29,754.0 -1,931.0 1,190.0 AIR CANADA ADH2 QT 29,754.0 -1,931.0 1,190.0 AIR CANADA ADH2 GZ 29,754.0 -1,931.0 1,190.0 ALNYLAM PHAR-BDR A1LN34 BZ 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE ALNY US 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL GR 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL QT 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE ALNYEUR EU 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL TH 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL SW 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE ALNY* MM 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE DUL GZ 3,535.3 -67.6 1,918.1 ALNYLAM PHARMACE ALNYEUR EZ 3,535.3 -67.6 1,918.1 ALPHA ENERGY INC APHE US 2.0 -3.3 -2.9 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 ATUS US 33,282.6 -339.1 -1,469.1 ALTICE USA INC-A 15PA GR 33,282.6 -339.1 -1,469.1 ALTICE USA INC-A 15PA TH 33,282.6 -339.1 -1,469.1 ALTICE USA INC-A ATUSEUR EU 33,282.6 -339.1 -1,469.1 ALTICE USA INC-A 15PA GZ 33,282.6 -339.1 -1,469.1 ALTICE USA INC-A ATUS* MM 33,282.6 -339.1 -1,469.1 ALTICE USA INC-A ATUS-RM RM 33,282.6 -339.1 -1,469.1 ALTIRA GP-CEDEAR MOC AR 33,953.0 -4,232.0 -4,077.0 ALTIRA GP-CEDEAR MOD AR 33,953.0 -4,232.0 -4,077.0 ALTIRA GP-CEDEAR MO AR 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 GR 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO* MM 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO US 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO SW 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MOEUR EU 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO TE 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 TH 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO CI 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 QT 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MOUSD SW 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 GZ 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC 0R31 LI 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC ALTR AV 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MOEUR EZ 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC MO-RM RM 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP INC PHM7 BU 33,953.0 -4,232.0 -4,077.0 ALTRIA GROUP-BDR MOOO34 BZ 33,953.0 -4,232.0 -4,077.0 AMC ENTERTAINMEN AMC US 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AH9 GR 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AMC4EUR EU 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AH9 TH 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AH9 QT 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AMC* MM 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AH9 GZ 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AH9 SW 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AMC-RM RM 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN A2MC34 BZ 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN APE* MM 9,206.1 -2,579.0 -717.4 AMC ENTERTAINMEN AH9 BU 9,206.1 -2,579.0 -717.4 AMERICAN AIR-BDR AALL34 BZ 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE AAL US 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE A1G GR 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE AAL* MM 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE A1G TH 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE A1G QT 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE A1G GZ 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE AAL11EUR EU 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE AAL AV 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE AAL TE 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE A1G SW 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE 0HE6 LI 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE AAL11EUR EZ 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE AAL-RM RM 66,652.0 -7,893.0 -4,593.0 AMERICAN AIRLINE AAL_KZ KZ 66,652.0 -7,893.0 -4,593.0 AMPLIFY ENERGY C AMPY US 456.5 -83.4 -78.1 AMPLIFY ENERGY C 2OQ GR 456.5 -83.4 -78.1 AMPLIFY ENERGY C MPO2EUR EU 456.5 -83.4 -78.1 AMPLIFY ENERGY C 2OQ TH 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 AMRS* MM 754.1 -404.8 -36.8 AMYRIS INC A2MR34 BZ 754.1 -404.8 -36.8 AON PLC-CLASS A AON US 31,223.0 -670.0 488.0 AON PLC-CLASS A 4VK GR 31,223.0 -670.0 488.0 AON PLC-CLASS A 4VK QT 31,223.0 -670.0 488.0 AON PLC-CLASS A 4VK TH 31,223.0 -670.0 488.0 AON PLC-CLASS A AON1EUR EU 31,223.0 -670.0 488.0 AON PLC-CLASS A AONN MM 31,223.0 -670.0 488.0 AON PLC-CLASS A 4VK GZ 31,223.0 -670.0 488.0 ARCH BIOPARTNERS ARCH CN 1.8 -4.0 -0.6 ARENA GROUP HOLD AREN US 167.6 -31.2 -43.0 ASHFORD HOSPITAL AHD GR 3,971.7 -68.8 0.0 ASHFORD HOSPITAL AHT US 3,971.7 -68.8 0.0 ASHFORD HOSPITAL AHT1EUR EU 3,971.7 -68.8 0.0 ASHFORD HOSPITAL AHD TH 3,971.7 -68.8 0.0 ATLAS TECHNICAL ATCX US 523.1 -138.4 80.2 AUTOZONE INC AZO US 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZ5 TH 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZ5 GR 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 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 AZOEUR EZ 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZ5 GZ 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 237.5 -141.4 -22.4 AVID TECHNOLOGY AVD GR 237.5 -141.4 -22.4 AVID TECHNOLOGY AVD TH 237.5 -141.4 -22.4 AVID TECHNOLOGY AVD GZ 237.5 -141.4 -22.4 AVIS BUD-CEDEAR CAR AR 25,197.0 -507.0 -770.0 AVIS BUDGET GROU CUCA GR 25,197.0 -507.0 -770.0 AVIS BUDGET GROU CAR US 25,197.0 -507.0 -770.0 AVIS BUDGET GROU CUCA QT 25,197.0 -507.0 -770.0 AVIS BUDGET GROU CAR2EUR EU 25,197.0 -507.0 -770.0 AVIS BUDGET GROU CAR* MM 25,197.0 -507.0 -770.0 AVIS BUDGET GROU CAR2EUR EZ 25,197.0 -507.0 -770.0 AVIS BUDGET GROU CUCA TH 25,197.0 -507.0 -770.0 AVIS BUDGET GROU CUCA GZ 25,197.0 -507.0 -770.0 BABCOCK & WILCOX BW US 881.6 -17.1 179.1 BABCOCK & WILCOX UBW1 GR 881.6 -17.1 179.1 BABCOCK & WILCOX BWEUR EU 881.6 -17.1 179.1 BATH & BODY WORK LTD0 GR 5,133.4 -2,608.9 494.5 BATH & BODY WORK LTD0 TH 5,133.4 -2,608.9 494.5 BATH & BODY WORK BBWI US 5,133.4 -2,608.9 494.5 BATH & BODY WORK LBEUR EU 5,133.4 -2,608.9 494.5 BATH & BODY WORK BBWI* MM 5,133.4 -2,608.9 494.5 BATH & BODY WORK LTD0 QT 5,133.4 -2,608.9 494.5 BATH & BODY WORK BBWI AV 5,133.4 -2,608.9 494.5 BATH & BODY WORK LBEUR EZ 5,133.4 -2,608.9 494.5 BATH & BODY WORK LTD0 GZ 5,133.4 -2,608.9 494.5 BATH & BODY WORK BBWI-RM RM 5,133.4 -2,608.9 494.5 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 BBY TH 4,666.6 -577.7 75.7 BED BATH &BEYOND BBBY* MM 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158.8 MANNKIND CORP NNFN GZ 293.8 -237.7 158.8 MARKETWISE INC MKTW* MM 435.2 -328.0 -119.1 MASCO CORP MAS US 5,417.0 -416.0 1,040.0 MASCO CORP MSQ GR 5,417.0 -416.0 1,040.0 MASCO CORP MSQ TH 5,417.0 -416.0 1,040.0 MASCO CORP MAS* MM 5,417.0 -416.0 1,040.0 MASCO CORP MSQ QT 5,417.0 -416.0 1,040.0 MASCO CORP MAS1EUR EU 5,417.0 -416.0 1,040.0 MASCO CORP MSQ GZ 5,417.0 -416.0 1,040.0 MASCO CORP MAS1EUR EZ 5,417.0 -416.0 1,040.0 MASCO CORP MAS-RM RM 5,417.0 -416.0 1,040.0 MASCO CORP-BDR M1AS34 BZ 5,417.0 -416.0 1,040.0 MASON INDUS-CL A MIT US 503.2 -18.3 -0.2 MASON INDUSTRIAL MIT/U US 503.2 -18.3 -0.2 MATCH GROUP -BDR M1TC34 BZ 3,914.5 -698.5 103.8 MATCH GROUP INC 0JZ7 LI 3,914.5 -698.5 103.8 MATCH GROUP INC MTCH US 3,914.5 -698.5 103.8 MATCH GROUP INC MTCH1* MM 3,914.5 -698.5 103.8 MATCH GROUP INC 4MGN TH 3,914.5 -698.5 103.8 MATCH GROUP INC 4MGN GR 3,914.5 -698.5 103.8 MATCH GROUP INC 4MGN QT 3,914.5 -698.5 103.8 MATCH GROUP INC MTC2 AV 3,914.5 -698.5 103.8 MATCH GROUP INC 4MGN GZ 3,914.5 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4,777.5 -1,077.4 459.7 MSCI INC MSCI* MM 4,777.5 -1,077.4 459.7 MSCI INC MSCIEUR EZ 4,777.5 -1,077.4 459.7 MSCI INC 3HM GZ 4,777.5 -1,077.4 459.7 MSCI INC 3HM TH 4,777.5 -1,077.4 459.7 MSCI INC MSCI AV 4,777.5 -1,077.4 459.7 MSCI INC MSCI-RM RM 4,777.5 -1,077.4 459.7 MSCI INC-BDR M1SC34 BZ 4,777.5 -1,077.4 459.7 NATHANS FAMOUS NATH US 84.0 -47.5 56.6 NATHANS FAMOUS NFA GR 84.0 -47.5 56.6 NATHANS FAMOUS NATHEUR EU 84.0 -47.5 56.6 NEW ENG RLTY-LP NEN US 389.9 -59.4 0.0 NINE ENERGY SERV NINE US 407.5 -32.1 86.0 NINE ENERGY SERV NEJ GR 407.5 -32.1 86.0 NINE ENERGY SERV NINE1EUR EU 407.5 -32.1 86.0 NINE ENERGY SERV NINE1EUR EZ 407.5 -32.1 86.0 NINE ENERGY SERV NEJ GZ 407.5 -32.1 86.0 NINE ENERGY SERV NEJ TH 407.5 -32.1 86.0 NINE ENERGY SERV NEJ QT 407.5 -32.1 86.0 NOVAVAX INC NVV1 GR 2,267.4 -566.0 92.0 NOVAVAX INC NVAX US 2,267.4 -566.0 92.0 NOVAVAX INC NVV1 TH 2,267.4 -566.0 92.0 NOVAVAX INC NVV1 QT 2,267.4 -566.0 92.0 NOVAVAX INC NVAXEUR EU 2,267.4 -566.0 92.0 NOVAVAX INC NVV1 GZ 2,267.4 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PHMO34 BZ 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PM1EUR EU 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PMI SW 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PM1 TE 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN 4I1 TH 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PM1CHF EU 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN 4I1 GR 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PM US 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PMIZ IX 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PMIZ EB 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN 4I1 QT 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN 4I1 GZ 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN 0M8V LN 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PMOR AV 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PM* MM 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PM1CHF EZ 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PM1EUR EZ 40,717.0 -7,403.0 -1,737.0 PHILIP MORRIS IN PM-RM RM 40,717.0 -7,403.0 -1,737.0 PITNEY BOW-CED PBI AR 4,593.1 -8.3 111.3 PITNEY BOWES INC PBW GR 4,593.1 -8.3 111.3 PITNEY BOWES INC PBI US 4,593.1 -8.3 111.3 PITNEY BOWES INC PBW TH 4,593.1 -8.3 111.3 PITNEY BOWES INC PBIEUR EU 4,593.1 -8.3 111.3 PITNEY BOWES INC PBW QT 4,593.1 -8.3 111.3 PITNEY BOWES INC PBIEUR EZ 4,593.1 -8.3 111.3 PITNEY BOWES INC PBW GZ 4,593.1 -8.3 111.3 PITNEY BOWES INC PBI-RM RM 4,593.1 -8.3 111.3 PLANET FITNESS I P2LN34 BZ 2,846.3 -248.1 282.3 PLANET FITNESS-A PLNT US 2,846.3 -248.1 282.3 PLANET FITNESS-A 3PL TH 2,846.3 -248.1 282.3 PLANET FITNESS-A 3PL GR 2,846.3 -248.1 282.3 PLANET FITNESS-A 3PL QT 2,846.3 -248.1 282.3 PLANET FITNESS-A PLNT1EUR EU 2,846.3 -248.1 282.3 PLANET FITNESS-A PLNT1EUR EZ 2,846.3 -248.1 282.3 PLANET FITNESS-A 3PL GZ 2,846.3 -248.1 282.3 PRIME IMPACT A-A PIAI US 325.2 -12.3 -0.1 PRIME IMPACT ACQ PIAI/U US 325.2 -12.3 -0.1 PROS HOLDINGS IN PH2 GR 460.9 -27.7 109.1 PROS HOLDINGS IN PRO US 460.9 -27.7 109.1 PROS HOLDINGS IN PRO1EUR EU 460.9 -27.7 109.1 PTC THERAPEUTICS PTCT US 1,576.4 -226.9 97.2 PTC THERAPEUTICS BH3 GR 1,576.4 -226.9 97.2 PTC THERAPEUTICS P91 TH 1,576.4 -226.9 97.2 PTC THERAPEUTICS P91 QT 1,576.4 -226.9 97.2 PTC THERAPEUTICS PTCTEUR EZ 1,576.4 -226.9 97.2 RAPID7 INC RPD US 1,295.5 -142.3 -47.9 RAPID7 INC R7D GR 1,295.5 -142.3 -47.9 RAPID7 INC RPDEUR EU 1,295.5 -142.3 -47.9 RAPID7 INC R7D TH 1,295.5 -142.3 -47.9 RAPID7 INC RPD* MM 1,295.5 -142.3 -47.9 RAPID7 INC R7D GZ 1,295.5 -142.3 -47.9 RAPID7 INC R7D QT 1,295.5 -142.3 -47.9 REDWOODS ACQUISI RWODU US 117.0 111.9 0.6 REVLON INC-A REV* MM 2,520.6 -2,497.1 -6.0 RIMINI STREET IN RMNI US 333.3 -75.4 -61.6 RIMINI STREET IN 0QH GR 333.3 -75.4 -61.6 RIMINI STREET IN RMNIEUR EU 333.3 -75.4 -61.6 RIMINI STREET IN 0QH QT 333.3 -75.4 -61.6 RINGCENTRAL IN-A RNG US 2,315.7 -45.4 135.4 RINGCENTRAL IN-A 3RCA GR 2,315.7 -45.4 135.4 RINGCENTRAL IN-A RNGEUR EU 2,315.7 -45.4 135.4 RINGCENTRAL IN-A 3RCA TH 2,315.7 -45.4 135.4 RINGCENTRAL IN-A 3RCA QT 2,315.7 -45.4 135.4 RINGCENTRAL IN-A RNGEUR EZ 2,315.7 -45.4 135.4 RINGCENTRAL IN-A RNG* MM 2,315.7 -45.4 135.4 RINGCENTRAL IN-A 3RCA GZ 2,315.7 -45.4 135.4 RINGCENTRAL-BDR R2NG34 BZ 2,315.7 -45.4 135.4 RITE AID CORP RAD US 8,367.1 -336.4 922.1 RITE AID CORP RTA1 GR 8,367.1 -336.4 922.1 RITE AID CORP RTA1 TH 8,367.1 -336.4 922.1 RITE AID CORP RTA1 QT 8,367.1 -336.4 922.1 RITE AID CORP RADEUR EU 8,367.1 -336.4 922.1 RITE AID CORP RADEUR EZ 8,367.1 -336.4 922.1 RITE AID CORP RTA1 GZ 8,367.1 -336.4 922.1 SABRE CORP SABR US 5,019.6 -732.0 655.0 SABRE CORP 19S GR 5,019.6 -732.0 655.0 SABRE CORP 19S TH 5,019.6 -732.0 655.0 SABRE CORP 19S QT 5,019.6 -732.0 655.0 SABRE CORP SABREUR EU 5,019.6 -732.0 655.0 SABRE CORP SABREUR EZ 5,019.6 -732.0 655.0 SABRE CORP 19S GZ 5,019.6 -732.0 655.0 SBA COMM CORP 4SB GR 9,942.4 -5,324.2 -801.9 SBA COMM CORP SBAC US 9,942.4 -5,324.2 -801.9 SBA COMM CORP 4SB TH 9,942.4 -5,324.2 -801.9 SBA COMM CORP 4SB QT 9,942.4 -5,324.2 -801.9 SBA COMM CORP SBACEUR EU 9,942.4 -5,324.2 -801.9 SBA COMM CORP 4SB GZ 9,942.4 -5,324.2 -801.9 SBA COMM CORP SBAC* MM 9,942.4 -5,324.2 -801.9 SBA COMM CORP SBACEUR EZ 9,942.4 -5,324.2 -801.9 SBA COMMUN - BDR S1BA34 BZ 9,942.4 -5,324.2 -801.9 SEAGATE TECHNOLO S1TX34 BZ 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STXN MM 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STX US 8,611.0 -351.0 602.0 SEAGATE TECHNOLO 847 GR 8,611.0 -351.0 602.0 SEAGATE TECHNOLO 847 GZ 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STX4EUR EU 8,611.0 -351.0 602.0 SEAGATE TECHNOLO 847 TH 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STXH AV 8,611.0 -351.0 602.0 SEAGATE TECHNOLO 847 QT 8,611.0 -351.0 602.0 SEAGATE TECHNOLO STH TE 8,611.0 -351.0 602.0 SEAWORLD ENTERTA SEAS US 2,355.5 -420.3 -153.8 SEAWORLD ENTERTA W2L GR 2,355.5 -420.3 -153.8 SEAWORLD ENTERTA W2L TH 2,355.5 -420.3 -153.8 SEAWORLD ENTERTA SEASEUR EU 2,355.5 -420.3 -153.8 SEAWORLD ENTERTA W2L QT 2,355.5 -420.3 -153.8 SEAWORLD ENTERTA W2L GZ 2,355.5 -420.3 -153.8 SILVER SPIKE-A SPKC/U CN 128.5 -6.3 0.5 SIRIUS XM HOLDIN SIRI US 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN RDO TH 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN RDO GR 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN RDO QT 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN SIRIEUR EU 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN RDO GZ 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN SIRI AV 10,059.0 -3,616.0 -1,719.0 SIRIUS XM HOLDIN SIRIEUR EZ 10,059.0 -3,616.0 -1,719.0 SIX FLAGS ENTERT SIX US 2,704.1 -421.8 -212.8 SIX FLAGS ENTERT 6FE GR 2,704.1 -421.8 -212.8 SIX FLAGS ENTERT SIXEUR EU 2,704.1 -421.8 -212.8 SIX FLAGS ENTERT 6FE TH 2,704.1 -421.8 -212.8 SIX FLAGS ENTERT 6FE QT 2,704.1 -421.8 -212.8 SLEEP NUMBER COR SNBR US 940.8 -437.5 -725.6 SLEEP NUMBER COR SL2 GR 940.8 -437.5 -725.6 SLEEP NUMBER COR SNBREUR EU 940.8 -437.5 -725.6 SLEEP NUMBER COR SL2 TH 940.8 -437.5 -725.6 SLEEP NUMBER COR SL2 QT 940.8 -437.5 -725.6 SLEEP NUMBER COR SL2 GZ 940.8 -437.5 -725.6 SMILEDIRECTCLUB SDC* MM 631.8 -321.9 190.3 SPIRIT AEROSYS-A S9Q GR 6,713.6 -45.6 932.8 SPIRIT AEROSYS-A SPR US 6,713.6 -45.6 932.8 SPIRIT AEROSYS-A S9Q TH 6,713.6 -45.6 932.8 SPIRIT AEROSYS-A SPREUR EU 6,713.6 -45.6 932.8 SPIRIT AEROSYS-A S9Q QT 6,713.6 -45.6 932.8 SPIRIT AEROSYS-A S9Q GZ 6,713.6 -45.6 932.8 SPIRIT AEROSYS-A SPR-RM RM 6,713.6 -45.6 932.8 SPLUNK INC SPLK US 5,209.6 -684.0 1,097.4 SPLUNK INC S0U GR 5,209.6 -684.0 1,097.4 SPLUNK INC S0U TH 5,209.6 -684.0 1,097.4 SPLUNK INC S0U QT 5,209.6 -684.0 1,097.4 SPLUNK INC SPLK SW 5,209.6 -684.0 1,097.4 SPLUNK INC SPLKEUR EU 5,209.6 -684.0 1,097.4 SPLUNK INC SPLK* MM 5,209.6 -684.0 1,097.4 SPLUNK INC SPLKEUR EZ 5,209.6 -684.0 1,097.4 SPLUNK INC S0U GZ 5,209.6 -684.0 1,097.4 SPLUNK INC SPLK-RM RM 5,209.6 -684.0 1,097.4 SPLUNK INC - BDR S1PL34 BZ 5,209.6 -684.0 1,097.4 SQUARESPACE IN-A SQSP US 962.8 -62.1 -98.7 SQUARESPACE IN-A 8DT GR 962.8 -62.1 -98.7 SQUARESPACE IN-A 8DT GZ 962.8 -62.1 -98.7 SQUARESPACE IN-A SQSPEUR EU 962.8 -62.1 -98.7 SQUARESPACE IN-A 8DT TH 962.8 -62.1 -98.7 SQUARESPACE IN-A 8DT QT 962.8 -62.1 -98.7 STARBUCKS CORP SBUX US 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX* MM 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRB TH 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRB GR 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX CI 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX SW 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRB QT 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX PE 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUXUSD SW 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRB GZ 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX AV 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX TE 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUXEUR EU 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX IM 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUXEUR EZ 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP 0QZH LI 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX-RM RM 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUXCL CI 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SBUX_KZ KZ 27,978.4 -8,698.7 -2,133.1 STARBUCKS CORP SRBD BQ 27,978.4 -8,698.7 -2,133.1 STARBUCKS-BDR SBUB34 BZ 27,978.4 -8,698.7 -2,133.1 STARBUCKS-CEDEAR SBUX AR 27,978.4 -8,698.7 -2,133.1 STARBUCKS-CEDEAR SBUXD AR 27,978.4 -8,698.7 -2,133.1 STONEMOR INC STON US 1,798.0 -174.7 106.4 STONEMOR INC 3V8 GR 1,798.0 -174.7 106.4 STONEMOR INC STONEUR EU 1,798.0 -174.7 106.4 SYMBOTIC INC SYM US 612.8 73.1 146.1 TEMPUR SEALY INT TPD GR 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPX US 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPXEUR EU 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPD TH 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPD GZ 4,351.7 -143.3 198.5 TEMPUR SEALY INT T2PX34 BZ 4,351.7 -143.3 198.5 TEMPUR SEALY INT TPX-RM RM 4,351.7 -143.3 198.5 TENNECO INC-A TNN GR 10,952.0 -208.0 -559.0 TENNECO INC-A TEN US 10,952.0 -208.0 -559.0 TENNECO INC-A TEN1EUR EU 10,952.0 -208.0 -559.0 TENNECO INC-A TNN TH 10,952.0 -208.0 -559.0 TENNECO INC-A TNN GZ 10,952.0 -208.0 -559.0 TORRID HOLDINGS CURV US 556.6 -238.7 -56.4 TRANSDIGM - BDR T1DG34 BZ 18,107.0 -3,766.0 4,223.0 TRANSDIGM GROUP T7D GR 18,107.0 -3,766.0 4,223.0 TRANSDIGM GROUP TDG US 18,107.0 -3,766.0 4,223.0 TRANSDIGM GROUP T7D QT 18,107.0 -3,766.0 4,223.0 TRANSDIGM GROUP TDGEUR EU 18,107.0 -3,766.0 4,223.0 TRANSDIGM GROUP T7D TH 18,107.0 -3,766.0 4,223.0 TRANSDIGM GROUP TDG* MM 18,107.0 -3,766.0 4,223.0 TRANSDIGM GROUP TDGEUR EZ 18,107.0 -3,766.0 4,223.0 TRANSDIGM GROUP TDG-RM RM 18,107.0 -3,766.0 4,223.0 TRAVEL + LEISURE WD5A GR 6,380.0 -903.0 513.0 TRAVEL + LEISURE TNL US 6,380.0 -903.0 513.0 TRAVEL + LEISURE WD5A TH 6,380.0 -903.0 513.0 TRAVEL + LEISURE WD5A QT 6,380.0 -903.0 513.0 TRAVEL + LEISURE WYNEUR EU 6,380.0 -903.0 513.0 TRAVEL + LEISURE 0M1K LI 6,380.0 -903.0 513.0 TRAVEL + LEISURE WD5A GZ 6,380.0 -903.0 513.0 TRAVEL + LEISURE TNL* MM 6,380.0 -903.0 513.0 TRIUMPH GROUP TG7 GR 1,568.3 -702.1 443.5 TRIUMPH GROUP TGI US 1,568.3 -702.1 443.5 TRIUMPH GROUP TGIEUR EU 1,568.3 -702.1 443.5 TRIUMPH GROUP TG7 TH 1,568.3 -702.1 443.5 TRIUMPH GROUP TG7 GZ 1,568.3 -702.1 443.5 TUPPERWARE BRAND TUP US 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP GR 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP QT 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP GZ 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP TH 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP1EUR EU 1,053.6 -175.4 108.1 TUPPERWARE BRAND TUP1EUR EZ 1,053.6 -175.4 108.1 UBIQUITI INC 3UB GR 937.2 -325.5 350.1 UBIQUITI INC UI US 937.2 -325.5 350.1 UBIQUITI INC UBNTEUR EU 937.2 -325.5 350.1 UBIQUITI INC 3UB TH 937.2 -325.5 350.1 UNISYS CORP UISEUR EU 2,042.9 -135.3 236.4 UNISYS CORP UIS US 2,042.9 -135.3 236.4 UNISYS CORP UIS SW 2,042.9 -135.3 236.4 UNISYS CORP USY1 TH 2,042.9 -135.3 236.4 UNISYS CORP USY1 GR 2,042.9 -135.3 236.4 UNISYS CORP USY1 GZ 2,042.9 -135.3 236.4 UNISYS CORP USY1 QT 2,042.9 -135.3 236.4 UNISYS CORP UISEUR EZ 2,042.9 -135.3 236.4 UNITI GROUP INC UNIT US 4,811.0 -2,260.2 0.0 UNITI GROUP INC 8XC GR 4,811.0 -2,260.2 0.0 UNITI GROUP INC 8XC TH 4,811.0 -2,260.2 0.0 UNITI GROUP INC 8XC GZ 4,811.0 -2,260.2 0.0 UROGEN PHARMA LT URGN US 128.5 -63.3 102.6 UROGEN PHARMA LT UR8 GR 128.5 -63.3 102.6 UROGEN PHARMA LT URGNEUR EU 128.5 -63.3 102.6 VECTOR GROUP LTD VGR GR 1,049.3 -823.3 281.6 VECTOR GROUP LTD VGR US 1,049.3 -823.3 281.6 VECTOR GROUP LTD VGR QT 1,049.3 -823.3 281.6 VECTOR GROUP LTD VGREUR EU 1,049.3 -823.3 281.6 VECTOR GROUP LTD VGREUR EZ 1,049.3 -823.3 281.6 VECTOR GROUP LTD VGR TH 1,049.3 -823.3 281.6 VECTOR GROUP LTD VGR GZ 1,049.3 -823.3 281.6 VERISIGN INC VRS TH 1,744.4 -1,542.4 -46.6 VERISIGN INC VRS GR 1,744.4 -1,542.4 -46.6 VERISIGN INC VRSN US 1,744.4 -1,542.4 -46.6 VERISIGN INC VRS QT 1,744.4 -1,542.4 -46.6 VERISIGN INC VRSNEUR EU 1,744.4 -1,542.4 -46.6 VERISIGN INC VRS GZ 1,744.4 -1,542.4 -46.6 VERISIGN INC VRSN* MM 1,744.4 -1,542.4 -46.6 VERISIGN INC VRSNEUR EZ 1,744.4 -1,542.4 -46.6 VERISIGN INC VRSN-RM RM 1,744.4 -1,542.4 -46.6 VERISIGN INC-BDR VRSN34 BZ 1,744.4 -1,542.4 -46.6 VERISIGN-CEDEAR VRSN AR 1,744.4 -1,542.4 -46.6 VIVINT SMART HOM VVNT US 2,959.0 -1,740.2 -528.4 W&T OFFSHORE INC WTI US 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV GR 1,439.8 -124.4 164.2 W&T OFFSHORE INC WTI1EUR EU 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV TH 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV GZ 1,439.8 -124.4 164.2 WAYFAIR INC- A W US 3,653.0 -2,378.0 43.0 WAYFAIR INC- A 1WF GR 3,653.0 -2,378.0 43.0 WAYFAIR INC- A 1WF TH 3,653.0 -2,378.0 43.0 WAYFAIR INC- A WEUR EU 3,653.0 -2,378.0 43.0 WAYFAIR INC- A 1WF QT 3,653.0 -2,378.0 43.0 WAYFAIR INC- A WEUR EZ 3,653.0 -2,378.0 43.0 WAYFAIR INC- A 1WF GZ 3,653.0 -2,378.0 43.0 WAYFAIR INC- A W* MM 3,653.0 -2,378.0 43.0 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 WING US 411.0 -406.6 162.4 WINGSTOP INC EWG GR 411.0 -406.6 162.4 WINGSTOP INC WING1EUR EU 411.0 -406.6 162.4 WINGSTOP INC EWG GZ 411.0 -406.6 162.4 WINMARK CORP WINA US 33.7 -60.4 9.6 WINMARK CORP GBZ GR 33.7 -60.4 9.6 WORKIVA INC WK US 776.6 -5.5 192.1 WORKIVA INC 0WKA GR 776.6 -5.5 192.1 WORKIVA INC WKEUR EU 776.6 -5.5 192.1 WORKIVA INC 0WKA TH 776.6 -5.5 192.1 WORKIVA INC 0WKA QT 776.6 -5.5 192.1 WORKIVA INC WK* MM 776.6 -5.5 192.1 WW INTERNATIONAL WW US 1,092.8 -659.5 89.8 WW INTERNATIONAL WW6 GR 1,092.8 -659.5 89.8 WW INTERNATIONAL WW6 TH 1,092.8 -659.5 89.8 WW INTERNATIONAL WTWEUR EU 1,092.8 -659.5 89.8 WW INTERNATIONAL WW6 QT 1,092.8 -659.5 89.8 WW INTERNATIONAL WW6 GZ 1,092.8 -659.5 89.8 WW INTERNATIONAL WW6 SW 1,092.8 -659.5 89.8 WW INTERNATIONAL WTW AV 1,092.8 -659.5 89.8 WW INTERNATIONAL WTWEUR EZ 1,092.8 -659.5 89.8 WW INTERNATIONAL WW-RM RM 1,092.8 -659.5 89.8 WYNN RESORTS LTD WYR GR 11,779.3 -1,597.0 688.4 WYNN RESORTS LTD WYNN* MM 11,779.3 -1,597.0 688.4 WYNN RESORTS LTD WYNN US 11,779.3 -1,597.0 688.4 WYNN RESORTS LTD WYR TH 11,779.3 -1,597.0 688.4 WYNN RESORTS LTD WYR QT 11,779.3 -1,597.0 688.4 WYNN RESORTS LTD WYNNEUR EU 11,779.3 -1,597.0 688.4 WYNN RESORTS LTD WYR GZ 11,779.3 -1,597.0 688.4 WYNN RESORTS LTD WYNNEUR EZ 11,779.3 -1,597.0 688.4 WYNN RESORTS LTD WYNN-RM RM 11,779.3 -1,597.0 688.4 WYNN RESORTS-BDR W1YN34 BZ 11,779.3 -1,597.0 688.4 YELLOW CORP YELL US 2,450.9 -335.9 224.9 YELLOW CORP YEL GR 2,450.9 -335.9 224.9 YELLOW CORP YEL1 TH 2,450.9 -335.9 224.9 YELLOW CORP YEL QT 2,450.9 -335.9 224.9 YELLOW CORP YRCWEUR EU 2,450.9 -335.9 224.9 YELLOW CORP YRCWEUR EZ 2,450.9 -335.9 224.9 YELLOW CORP YEL GZ 2,450.9 -335.9 224.9 YUM! BRANDS -BDR YUMR34 BZ 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM US 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR GR 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR TH 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUMEUR EU 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR QT 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM SW 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUMUSD SW 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR GZ 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM* MM 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM AV 5,779.0 -8,542.0 351.0 YUM! BRANDS INC TGR TE 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUMEUR EZ 5,779.0 -8,542.0 351.0 YUM! BRANDS INC YUM-RM RM 5,779.0 -8,542.0 351.0 ********* 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 ***