/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221124.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 24, 2022, Vol. 26, No. 327 Headlines 243 FOOD: Seeks Cash Collateral Access A.W. BROWN: S&P Lowers 2016/2017 Revenue Bonds Ratings to 'B+' AAIM CARE: No Patient Complaints, 4th PCO Report Says AHERN RENTALS: Moody's Puts 'Caa2' CFR on Review for Upgrade AIR CANADA: Egan-Jones Retains CCC- Sr. Unsecured Debt Ratings ALCARAZ CATERING: Wins Cash Collateral Access Thru Nov 29 ALLEGIANT TRAVEL: Egan-Jones Retains 'B' Unsecured Debt Ratings ASA ROOFING: Seeks to Hire Richard Hall as Bankruptcy Attorney ASHLAND LLC: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ ASHTON ALEXANDER: Seeks Cash Collateral Access ATI INC: Egan-Jones Raises Sr. Unsecured Debt Ratings to 'B' AVIENT CORP: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings BALL CORP: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings BED BATH & BEYOND: Holders Swap $123 Million Notes for Common Stock BEN'S GARDEN: Has Deals on Cash Collateral Access BENZRENT 7: Exclusivity Period Extended to Feb. 5 BIOSTAGE INC: Incurs $1.1 Million Net Loss in Third Quarter BLUE STAR: Reports Third Quarter Net Loss of $3.7 Million BOTEILHO ENTERPRISES: Has Deal on Cash Access Thru June 2023 BRINKER INT'L: Egan-Jones Cuts Commercial Paper Rating to 'B' CAPSTONE GREEN: Posts $4.9 Million Net Loss in Second Quarter CAROLINA CAJUNS: Wins Cash Collateral Access Thru Dec 18 CARVER BANCORP: Incurs $955K Net Loss in Second Quarter CELSIUS NETWOR: Examiner to Probe Potential Ponzi Scheme CHICK LUMBER: Seeks Cash Collateral Access Thru March 2023 CLEAN ENERGY: Reports Third Quarter Net Loss of $9.1 Million CLUBHOUSE MEDIA: Swings to $835K Net Income in Third Quarter COAL NETWORK: Unsecureds Will Get 100% in Subchapter V Plan CSG SYSTEMS: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings CUMBERLAND RJ: Wins Cash Collateral Access Thru Dec 15 CUREPOINT LLC: Trustee Gets OK to Hire SOLIC as Investment Banker CUREPOINT LLC: Trustee Seeks Cash Collateral Access DENT TECH: Exclusivity Period Extended to April 20 DIV005 LLC: Case Summary & 20 Largest Unsecured Creditors DUSTIN JOHNSON: Seeks to Hire Hayward PLLC as Bankruptcy Counsel ENERSYS: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Stable EPIC Y-GRADE: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR EXPEDIA GROUP: Egan-Jones Retains 'B+' Sr. Unsecured Debt Ratings F.R. ALEMAN: Gets Interim OK to Hire Hoffman as Bankruptcy Counsel FAIRMONT ORTHOPEDICS: Wins Cash Collateral Access Thru Dec 14 FARADAY FUTURE: Raises Going Concern Doubt FAST RADIUS: MasterGraphics Out as Committee Member FREE SPEECH: Court OKs Interim Cash Collateral Access GISSING NORTH AMERICA: Wins Cash Collateral Access Thru Dec 16 GLATFELTER CORP: Egan-Jones Cuts Unsecured Debt Ratings to BB- GLEAMIN INC: Continued Operations to Fund Plan Payments GOODYEAR TIRE: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings GREEN PLAINS: Egan-Jones Retains B- Sr. Unsecured Debt Ratings HAWAII PACIFIC: S&P Affirms 'BB' LT Rating on 2013A Revenue Bonds HERBALIFE NUTRITION: Egan-Jones Retains BB- Sr. Unsecured Ratings HILCORP ENERGY: Hilcorp San Juan Deal No Impact on Moody's Ba2 CFR HOLLEY INC: S&P Downgrades ICR to 'B-', Outlook Negative HUMBOLDT ASSISTED: Case Summary & 20 Largest Unsecured Creditors ICEF-VIEW PARK: S&P Alters Outlook to Negative, Affirms 'BB' ICR IMAX CORP: Egan-Jones Retains 'BB-' Sr. Unsecured Debt Ratings INFOVINE INC: Court OKs Interim Cash Collateral Access INGENOVIS HEALTH: Moody's Rates New Incremental Term Loan 'B2' MARKAM TRANSPORT: Seeks to Hire Schafer and Weiner as Legal Counsel METAL BENDERS: Case Summary & 20 Largest Unsecured Creditors MGM RESORTS: Egan-Jones Cuts FC Unsecured Rating to 'B' MKS REAL ESTATE: Files Emergency Bid to Use Cash Collateral MONARCH PCM: Seeks to Hire Frost Brown Todd as Legal Counsel NORTHSIDE VENTURES: Taps Keen-Summit Capital Partners as Broker NOVABAY PHARMACEUTICALS: Posts $136K Net Loss in Third Quarter OCCUPY REAL ESTATE: Wins Cash Collateral Access Thru Dec 1 OCEANEERING INT'L: Egan-Jones Retains B- Sr. Unsec. Debt Ratings OLYMPIA SPORTS: Court OKs Interim Cash Collateral Access OMNIQ CORP: Incurs $3.8 Million Net Loss in Third Quarter OUR CITY MEDIA: Files Emergency Bid to Use Cash Collateral PANACEA LIFE: Incurs $2.7 Million Net Loss in Third Quarter PHARMASTRATEGIES LLC: Seeks to Tap Wadsworth as Legal Counsel PLASTIPAK HOLDINGS: Moody's Alters Outlook on Ba3 CFR to Positive PROFESSIONAL DIVERSITY: Posts $959,500 Net Loss in Third Quarter PURIFYING SYSTEMS: Files Emergency Bid to Use Cash Collateral RAGSTER INVESTMENT: Files Emergency Bid to Use Cash Collateral RARE HTX: Seeks to Hire Troy J. Wilson as Bankruptcy Counsel ROSAMUND 5 PROPERTIES: Court OKs Interim Cash Collateral Access ROYAL CARIBBEAN: Egan-Jones Retains B- Sr. Unsecured Debt Ratings SCOTTS MIRACLE-GRO: Egan-Jones Cuts Unsecured Debt Ratings to BB SENIOR CARE: Wins Cash Collateral Access Thru Jan 2023 SENTIENT BUILDINGS: Seeks to Hire Kirby Aisner & Curley as Counsel SIRIUS XM: Egan-Jones Retains 'BB+' Sr. Unsecured Debt Ratings STAUNTON AREA: Seeks Cash Collateral Access STORED SOLAR: Seeks Cash Collateral Access, $6.9MM DIP Loan SUPREME WORX: Court OKs Interim Cash Collateral Access TATOOSH DISTILLERY: Gets OK to Hire Vortman & Feinstein as Counsel TENNECO INC: Fitch Lowers LongTerm IDR to 'B', Outlook Stable TEVA PHARMACEUTICAL: Egan-Jones Retains 'B' Sr. Unsecured Ratings TINKER FEDERAL: Involuntary Chapter 11 Case Summary TRADER CORP: S&P Places 'B' ICR on Watch Neg. on Refinancing Risk TTF HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B+' ICR TWITTER INC: Moody's Withdraws 'B1' Corporate Family Rating UNIFI INC: Egan-Jones Cuts Sr. Unsecured Debt Ratings to BB+ US CELLULAR: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings VYANT BIO: Incurs $3.5 Million Net Loss in Third Quarter VYANT BIO: Regains Compliance With Nasdaq Bid Price Requirement VYCOR MEDICAL: Incurs $115K Net Loss in Third Quarter WATER WIND: Has Until Feb. 1 to Obtain Plan Confirmation WB REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors WILCOX PROPERTIES OF FORT: Case Summary & 20 Unsecured Creditors WILCOX PROPERTY OF COLUMBIA: Case Summary & Unsecured Creditors WILDBRAIN LTD: Fitch Alters Outlook on 'B+' LongTerm IDR to Neg. [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 243 FOOD: Seeks Cash Collateral Access -------------------------------------- 243 Food LLC asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to, among other things, use cash collateral and pay adequate assurance to utility companies. The Debtor requires the use of cash collateral to operate and pay for the daily business operations, pay its employees, advertising budget, rents, insurance and utility payments. At the present time, the amount of the Debtor's alleged secured debt owed to AFS Capital, LLC and Associated Supermarket Group, LLC is approximately $5 million. Based on the UCC filings with the New York Secretary of State, Associated has asserted that it is a secured creditor of the Debtor. Immediately prior to filing the bankruptcy petition, the Debtor's counsel attempted to work out a cash collateral consent arrangement with Associated but the creditor refused to consent. The Debtor's assets and those of its affiliate that are allegedly pledged to the secured creditor have an approximate value of $4 million. As adequate protection, the Debtor will provide Associated with a valid, binding, enforceable and automatically perfected lien, security interest in all of the Debtor's presently owned or hereafter acquired property and assets. The Debtor proposes that the Adequate Protection Lien will be subject to liens and other interests in the property of the Debtor's estate existing as of the Petition Date that are (i) valid, enforceable and not subject to avoidance by any trustee under the Bankruptcy Code; and (ii) senior under applicable non-bankruptcy law to, encumber assets not encumbered by Associated's lien in the Pre-Petition Collateral as of the Petition Date. These events constitute an "Event of Default:" a. The Debtor ceases its operations or take any material action for the purpose of effecting the foregoing without the prior written consent of Associated, except to the extent contemplated by the Budget; b. The Interim Order is reversed, vacated, stayed, amended, supplemented or otherwise modified in a manner which shall materially and adversely affect the rights of Associated hereunder or shall materially and adversely affect the priority of any or all of the Obligations, Associated's Adequate Protection Lien; c. The Debtor expends more than 110% of any line item in the Budget or more than 110% of the entire Budget; d. The occurrence of a material adverse change subsequent to the Petition Date, including, without limitation, any such occurrence resulting from the entry of an order of the Court the effect of which has not been stayed, in each case as reasonably determined by Associated, in (1) the condition (financial or otherwise), operations, assets, business of the Debtor taken as a whole and with due regard to the Debtor's underlying business plan as evidenced by the Budget as the same be amended from time to time either with consent of Associated or by order of this Court, and/or (2) the value of the Collateral; (e) any material and/or intentional misrepresentation by the Debtor in the financial reporting or certifications to be provided by the Debtor to Associated under the respective loan documents and credit agreements, and/or any Interim Order; and (f) noncompliance or default by the Debtor with any of the terms, provisions and conditions of any Interim Order. The Carveout will include (i) the payment of fees pursuant to 28 U.S.C. section 1930 and any interest due thereon, to the Office of the United States Trustee; (ii) any amounts allowed by the Court as fees and expenses of a trustee appointed under section 726(b) of the Bankruptcy Code in an amount not to exceed $5,000; and (iii) prior to the occurrence of an Event of Default the actual amount of Court allowed professional fees and expenses of attorneys, accountants, financial advisors and consultants retained by the Debtor, any statutory committee appointed in the case, subject to the maximum amount set forth in the Budget; and (iv) in the event of a Termination Event, the payment of unpaid Court allowed professional fees and expenses of attorneys, accountants, financial advisors and consultants retained by the Debtor or any statutory committee appointed in the case, in an aggregate amount of $ 100,000, provided, that any Court allowed professional fees incurred and paid prior to the Termination Event will not apply to or otherwise reduce the Cap. A copy of the motion is available at https://bit.ly/3AF6YCV from PacerMonitor.com. About 243 Food LLC 243 Food LLC operates a retail supermarket. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42912) on November 22, 2022. In the petition signed by Mazen A. Dayem, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Marc A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP, is the Debtor's legal counsel. A.W. BROWN: S&P Lowers 2016/2017 Revenue Bonds Ratings 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. 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. S&P said, "The negative outlook reflects our view that A.W. Brown's demand profile could come under pressure if significant enrollment declines persist, such that financial operations, MADS coverage, or days' cash on hand were to weaken, or if financial reporting concerns remain. "The negative outlook further reflects our view of A.W. Brown's year-over-year enrollment declines and the potential implications of pressure on its operating base, in addition to cited financial reporting concerns by its authorizer, including a 2022 'F' Charter FIRST Rating by Texas Education Agency (TEA), which could present medium-term charter risk. Should material enrollment declines recur in the outlook period, affecting liquidity and coverage ratios, or should financial reporting concerns persist, we could lower the rating." AAIM CARE: No Patient Complaints, 4th PCO Report Says ----------------------------------------------------- Susan Goodman, the patient care ombudsman for AAIM Care, LLC, filed with the U.S. Bankruptcy Court for the District of Oregon a fourth interim report regarding the quality of patient care provided at the company's Clackamas and Gresham clinics. The report, which covers the period from Sept. 14 to Nov. 13, was filed following the PCO's virtual site visits. The PCO reported that the operational teams at both clinics are status quo and are able to maintain operations at a level consistent with that provided prior to AAIM Care's Chapter 11 filing. Both clinicians denied concerns related to staffing and supplies. While staff turnover was reported, all was believed to be operational in nature with replacement hiring accomplished. Further, no additional patient complaints were received by the PCO. Given the scheduled dates for hearings on confirmation of AAIM Care's Chapter 11 plan, the PCO expects her fourth interim report to be the final report in the company's bankruptcy case. A copy of the fourth interim report is available for free at https://bit.ly/3Xetqwe from PacerMonitor.com The Ombudsman may be reached at: Susan N. Goodman, Esq. Pivot Health Law, LLC PO Box 69734 Oro Valley, AZ 85737 Tel: (520) 744-7061 Email: sgoodman@pivothealthaz.com About AAIM Care AAIM Care, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 22-30228) on Feb. 14, 2022, with up to $500,000 in assets and up to $10 million in liabilities. Judge Teresa H. Pearson oversees the case. Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C. serves as the Debtor's legal counsel. Susan N. Goodman is the patient care ombudsman appointed in the Debtor's Chapter 11 case. AHERN RENTALS: Moody's Puts 'Caa2' CFR on Review for Upgrade ------------------------------------------------------------ Moody's Investors Service placed the ratings of Ahern Rentals, Inc. on review for upgrade following the announcement that the company has entered into a definitive agreement to be acquired by United Rentals (North America), Inc. (CFR Ba1). The ratings affected by the review for upgrade include Ahern's Caa2 corporate family rating, Caa3-PD probability of default rating, and the Caa3 senior secured rating. The outlook, previously negative, was revised to ratings under review from negative. United Rentals entered into an agreement to acquire the general rental assets of Ahern Rentals for $2 billion in cash with an expected closing date in December 2022. Ahern's aggressive financial policies resulted in high financial leverage, which Moody's believes contributed to the ultimate sale of these assets to United Rentals. The transaction will be structured as an asset purchase agreement that will include a rental fleet valued at roughly $1.85 billion based on original equipment cost, 2,300 employees, and 105 locations. Moody's placed the ratings of Ahern on review for upgrade because the rating agency anticipates that Ahern's existing debt will be repaid as of the transaction's completion. At that time, Moody's would expect to withdraw the ratings of Ahern Rentals. Moody's review will focus on the whether the aforementioned transaction will be completed and the extent to which all of Ahern's outstanding debt will be repaid. On Review for Upgrade: Issuer: Ahern Rentals Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Caa2 Probability of Default Rating, Placed on Review for Upgrade, currently Caa3-PD Senior Secured Second Lien Notes, Placed on Review for Upgrade, currently Caa3 (LGD4) Outlook Actions: Issuer: Ahern Rentals Inc. Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE Excluding the review for upgrade, the Caa2 CFR reflects Ahern's challenged operating performance, high financial leverage, weak liquidity and significant refinancing risk. The company has $550 million of senior secured second lien notes maturing in May 2023 while remaining highly reliant on its $575 million ABL facility that expires in October 2024. The principal methodology used in these ratings was Equipment and Transportation Rental published in February 2022. Ahern Rentals Inc., headquartered in Las Vegas, NV, is an equipment rental company with a network of 112 branches across 31 states, as well as a small international presence. The company generates approximately 70-75% of its rental revenue from the largest portion of its rental fleet, high reach equipment, which consists of boom lifts, fork lifts, and scissor lifts. Ahern's majority shareholder is the company's Chairman and Chief Executive Officer, Don Ahern. Ahern reported revenue of approximately $957 million for the twelve months ended September 30, 2022. AIR CANADA: Egan-Jones Retains CCC- Sr. Unsecured Debt Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, retained its CCC- foreign currency and local currency senior unsecured ratings on debt issued by Air Canada. EJR also retained the 'C' rating on commercial paper issued by the Company. Headquartered in Montreal, Canada, Air Canada provides domestic and international carrier service. ALCARAZ CATERING: Wins Cash Collateral Access Thru Nov 29 --------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Alcaraz Catering, Inc. to use cash collateral on an interim basis in accordance with the budget through November 29, 2022. The Debtor is permitted to use cash collateral to pay ordinary and necessary expenses to operate the Debtor's business. The Debtor entered into cash collateral stipulations with the U.S. Small Business Administration and Prime Alliance Bank. A continued hearing on the matter is set for November 29 at 2 p.m. A copy of the order is available at https://bit.ly/3U2ysce from PacerMonitor.com. About Alcaraz Catering Alcaraz Catering Inc. is a catering company. Alcaraz Catering filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10622) on August 13, 2022. In the petition filed by Antonio Alcaraz, as president, the Debtor reported assets and liabilities between $1 million and $10 million each. Susan K. Seflin has been appointed as Subchapter V trustee. The Law Offices of Kenneth H.J. Henjum is the Debtor's counsel. ALLEGIANT TRAVEL: Egan-Jones Retains 'B' Unsecured Debt Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on November 14, 2022, retained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Allegiant Travel Company. Headquartered in Las Vegas, Nevada, Allegiant Travel Company operates as a leisure travel company. ASA ROOFING: Seeks to Hire Richard Hall as Bankruptcy Attorney -------------------------------------------------------------- ASA Roofing, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Richard Hall, Esq., an attorney practicing in Alexandria, Va., to handle its Chapter 11 case. Mr. Hall will render these services: (a) advise and consult with the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties in interest; (b) appear for, prosecute, defend and represent the Debtor's interest in suits arising in or related to this case; (c) investigate and prosecute preference and other actions arising under the Debtor's avoiding powers; (d) assist in the preparation of such pleadings, motions, notices, and orders as are required for the orderly administration of this estate; and consult with and advise the Debtor in connection with the operation of its business; (e) prepare and file a plan and a disclosure statement and obtain the confirmation and completion of a plan of reorganization and prepare a final report and a final accounting. Mr. Hall will be paid at his normal hourly rate of $475 and paralegal will be billed at $200 per hour. The attorney disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Richard G. Hall, Esq. 601 King Street, Suite 301 Alexandria, VA 22314 Telephone: (703) 256-7159 Email: Richard.Hall33@verizon.net About ASA Roofing ASA Roofing, Inc. is a roofing contractor serving commercial and residential clients in the Alexandria, Arlington and Northern Virginia areas. ASA Roofing filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11555) on Nov. 14, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Judge Brian F. Kenney oversees the case. Richard G. Hall, Esq., serves as the Debtor's legal counsel. ASHLAND LLC: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ ---------------------------------------------------------- Egan-Jones Ratings Company, on November 15, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Ashland LLC to BB+ from BB. Headquartered in Covington, Kentucky, Ashland LLC operates as a specialty chemical company. ASHTON ALEXANDER: Seeks Cash Collateral Access ---------------------------------------------- Ashton Alexander Properties, LLC, Ashton Alexander Properties I, LLC, Dean Taly Properties, Inc., Dean Taly Properties I, LLC and ATS Group, LLC ask the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral and provide adequate protection from November 22 to December 30, 2022. The Debtors own several properties which are subject to lease agreements with third parties and generate revenue. On May 10, 2018, Truist Bank provided ATG Group, LLC with a line of credit in the original amount of $600,000. After several modification agreements and extensions of existing deadlines, the Debtor's books and records reflect that approximately $637,835 is due and owing to Truist Bank on account of this line of credit. The Truist LOC is guaranteed by (1) Dean Taly Properties, Inc., (2) Ashton Alexander Properties, LLC, and Damon Pennington. On October 26, 2015, Truist Bank provided a loan to Ashton Alexander Properties, LLC in the original principal amount of $165,000. The Debtor's books and records reflect that approximately $139,731 is due and owing to Truist Bank on account of Truist Note 1. As security for Truist Note 1, Truist Bank holds a mortgage on 309 Market Street in Camden, NJ. Truist Note 1 is also guaranteed by (1) Nordeen Harris and (2) Dean Taly Properties, Inc. On April 12, 2018, Truist Bank provided a loan to Ashton Alexander Properties, LLC and the Debtor's books and records reflect that approximately $844,287 is due and owing to Truist Bank on account of Truist Note 2. Truist Note 2 is secured by a mortgage on 517-519 Market Street in Camden, NJ. Truist Note 2 is also guaranteed by (1) Damon Pennington, (2) ATS Group, LLC and (3) Dean Taly Properties, Inc. On December 10, 2019, Wilmington Savings Fund Society provided a loan to Dean Taly Properties I, LLC and the Debtor's books and records reflect that approximately $214,152 is due and owing to WSFS on account of the WSFS Loan. The WSFS Loan is secured by a mortgage on 39 N. 4th Street in Camden, NJ and guaranteed by Damon Pennington. The Debtors, collectively, have approximately $600,000 in unsecured debt and owe approximately $34,000 in unpaid real estate taxes. The Debtors have substantial equity in certain of the properties, across the collective portfolio described supra which provides a healthy cushion for Truist Bank and WSFS. The Debtors propose to provide adequate protection in the form of a replacement lien to the extent WSFS and Truist Bank have pre-petition liens that are not subject to challenge and in the same extent, priority and validity as existed pre-petition. The Debtors will also provide adequate protection to WSFS and Truist Bank by securing, insuring and maintaining those properties that are subject to their liens. The Debtors will pay taxes on the properties and continues to market vacant properties for leasing and development opportunities. Moreover, the Debtors will secure and manage the properties. A copy of the Debtors' motion is available at https://bit.ly/3GAIZIK from PacerMonitor.com. About Ashton Alexander Properties, LLC Ashton Alexander Properties, LLC and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Lead Case No. 22-18903) on November 9, 2022. In the petition signed by Damon J. Pennington, managing member, Ashton Alexander Properties disclosed up to $50,000 in both assets and liabilities. Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin, is the Debtors' legal counsel. ATI INC: Egan-Jones Raises Sr. Unsecured Debt Ratings to 'B' ------------------------------------------------------------ Egan-Jones Ratings Company, on November 14, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by ATI Inc to B from B-. Headquartered in Dallas, Texas, ATI Inc produces specialty materials. AVIENT CORP: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on November 14, 2022, retained its BB- foreign currency and local currency senior unsecured ratings on debt issued by Avient Corporation. Headquartered in Avon Lake, Ohio, Avient Corporation is an international polymer services company with operations in North America, Europe, Asia, Australia, and South America. BALL CORP: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on November 14, 2022, retained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Ball Corporation. Headquartered in Broomfield, Colorado, Ball Corporation provides metal packaging for beverages, foods, and household products. BED BATH & BEYOND: Holders Swap $123 Million Notes for Common Stock ------------------------------------------------------------------- Bed Bath & Beyond Inc. announced that it has entered into privately negotiated exchange agreements with several existing institutional holders of its 3.749% Senior Unsecured Notes due 2024, 4.915% Senior Notes due 2034 and 5.165% Senior Notes due 2044. The existing holders collectively exchanged approximately $69 million aggregate principal amount of 2024 notes (being all of the existing holders' beneficially owned 2024 notes), $5.8 million aggregate principal amount of 2034 notes and $48.2 million aggregate principal amount of 2044 notes. Pursuant to the Exchange Agreements, Bed Bath & Beyond will issue an aggregate of 11.7 million shares of common stock to the existing holders in exchange for the Exchange Notes, including accrued and unpaid interest thereon. Following the closing of the transaction, the Exchange Notes will be cancelled and no longer outstanding. The transaction is exempt from registration under Section 4(a)(2) and Rule 506(c) under the Securities Act of 1933. The Company relied on these exemptions from registration based in part on the nature of the transaction and the various representations made by the parties thereto. About Bed Bath & Beyond Bed Bath & Beyond Inc. and subsidiaries is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had $4.66 billion in total assets, $5.24 billion in total liabilities, and a total shareholders' deficit of $577.65 million. * * * As reported by the TCR on Nov. 16, 2022, S&P Global Ratings lowered its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'SD' (selective default) from 'CC'. This action follows the Company's announcement of privately negotiated exchanges of over $150 million par value of its senior unsecured notes for the company's common stock. S&P views the exchange as distressed and not opportunistic. Also in October 2022, Moody's Investors Service downgraded Bed Bath & Beyond Inc.'s corporate family rating to Ca from Caa2. "The downgrades reflects governance considerations which include the company's announcement that it may pursue liability transactions which Moody's would likely view as a distressed exchange to address its $284 million of senior unsecured notes due in August 2024 in light of the continuing pressures on Bed Bath's operations and credit metrics," said Christina Boni, Moody's senior vice president. BEN'S GARDEN: Has Deals on Cash Collateral Access ------------------------------------------------- Ben's Garden Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to use cash collateral in accordance with its agreements with the New York State Department of Taxation and Finance, the Internal Revenue Service, and JPMorgan Chase, N.A. The Debtor had three secured creditors with liens against the Debtor's assets in the following order of priority: (i) Chase, as first priority lienor; (ii) the IRS, as second priority lienor; and (iii) NYS Tax, as third priority lienor. After engaging with each of its creditors in discussions concerning the use of cash collateral, the Debtor successfully entered into stipulations permitting such usage with each of its secured creditors. Each stipulation provides for a replacement lien on all of the Debtor's post-petition assets, in the same order of priority between the secured creditors as existing as of the Petition Date, and a monthly adequate protection payment. On May 7, 2013, the Debtor obtained a business line of credit from Chase in the principal amount of $100,000 and borrowed against that line periodically thereafter. As of the Petition Date, the Debtor owed $99,427, including accrued interest, to Chase. The Chase Loan is secured by a blanket lien against all of the prepetition assets of the Debtor, including, but not limited to, accounts and inventory. The Chase Stipulation provides as follows: a. The Debtor acknowledges the amount it owes to Chase and recognizes Chase's security interests in the Debtor's pre-petition assets. b. In accordance with Local Rule 4001-5(e), the Stipulation provides for a challenge period as to the amounts owed to and the security interest of Chase to all parties in interest except for the Debtor. c. The Debtor may use the full amount of the cash collateral in the ordinary course of business for payment of expenses incurred, or to be incurred in the operation of its business, for any filing fees or United States Trustee fees in connection with the case; and for payment of any professional fees and expenses, to the extent allowed in the Proceedings, provided however, that Chase specifically reserves and does not waive the right to object to the allowance of any such professional fees and expenses, consistent with the Debtor's expense budget. d. In order to secure any loss, decrease or decline in the value of assets of the Debtor that are the collateral of Chase, the granting of a continuing post-petition security interest in all of the assets of the debtor in possession, except that such lien does not extend to any avoidance action recoveries. e. The Post-Petition Adequate Protection Lien is granted as against postpetition assets in the same order of priority as existed as of the Petition Date as between the Debtor's other creditors asserting a secured claims. f. The Debtor will make a monthly payment of $1,629 to Chase as additional adequate protection. g. Events of default include: -- Failure to make adequate protection payments to Chase when due; -- The Court removing the Debtor from possession, converting the case to one under chapter 7, or dismissing the case, without Chase's consent; -- Any person or entity is granted relief from the automatic stay regarding Chase's collateral; or -- Any Court-ordered relief materially adverse to Chase. h. If an event of default occurs, after any applicable cure period, Chase may seek to enforce its liens, seek to convert the case to one under chapter 7 or other relief, on an expedited basis, provided that the Debtor preserves and does not waive any rights or defenses and may oppose any such relief sought. i. The Debtor agrees that it will keep all required insurance coverage in place and current and provide copies of its monthly operating report. Prior to the Petition Date, the Debtor incurred tax liabilities for income taxes owed for which it filed tax returns for the years 2013, 2014 and 2015 totaling $193,501, inclusive of penalties and interest accrued through the Petition Date. On March 26, 2020, the IRS filed tax warrants asserting secured claims against the Debtor. The IRS Stipulation provides as follows: a. The Debtor may use the full amount of the cash collateral in the ordinary course of business for payment of expenses incurred, or to be incurred in the operation of its business, for any filing fees or United States Trustee fees in connection with the case; and for payment of any professional fees and expenses, to the extent allowed in the Proceedings, provided however, that the IRS specifically reserves and does not waive the right to object to the allowance of any such professional fees and expenses. b. In order to secure any loss, decrease or decline in the value of assets of the Debtor that are the collateral of the IRS, the granting of a continuing post-petition security interest in all of the assets of the debtor in possession, except that such lien does not extend to any avoidance actions. c. The Post-Petition Adequate Protection Lien is granted as against postpetition assets in the same order of priority as existed as of the Petition Date as between the Debtor's other creditors asserting a secured claims. d. The Debtor will make a monthly payment of $3,225 to the IRS as additional adequate protection, which amount is approximately equal to 1/60th of the Secured Claim, which is also the amount anticipated to be paid to the IRS under a confirmed plan of reorganization, except that the IRS is not bound by the Stipulation to such proposed treatment. e. Events of default include: -- Failure to make (A) any tax deposits when due; (B) any postpetition taxes when due upon the filing of a tax return; or (C) adequate protection payments to the IRS when due, and not cured within three business days after notice from the IRS; -- Failure to file tax returns when due and the failure is not cured within 10 days after notice from the IRS. f. If an event of default occurs, the IRS may seek to enforce its liens, seek to convert the case to one under chapter 7 or other relief, on an expedited basis, provided that the Debtor preserves and does not waive any rights or defenses and may oppose any such relief sought. g. The Debtor agrees it will file all post-petition tax returns when due and make its periodic payroll tax payments in a timely manner, utilizing its existing payroll service; keep all required insurance coverage in place and current and provide copies of its monthly operating report and confirmation of payment of payroll taxes. Prior to the Petition Date, the Debtor incurred certain tax liabilities to NYS Tax for income taxes owed for which it filed tax returns for the years 2013 and 2014 as well as for sales taxes owed for 11 quarters for which it filed quarterly sales tax returns for period ending February 28, 2019 through August 31, 2021. On April 21, 2022, NYS Tax filed tax warrants asserting secured claims against the Debtor, which as of the Petition Date totaled $131,973. In the months after the filing of those tax warrants, the Debtor, through counsel, was in periodic contact with NYS Tax while the Debtor began making small payments toward the amounts owed until NYS Tax sought to levy the Debtor's operating account. Even though the Debtor was faced with and addressing several different issues with various of its creditors pre-petition, the commencement of this case was in direct response to NYS Tax seeking to levy the Debtor's operating account. As of the Petition Date, the Debtor's operating account contained approximately $57,000. The NYS Tax Stipulation provides as follows: a. The Debtor may use the full amount of the cash collateral in the ordinary course of business for payment of expenses incurred, or to be incurred in the operation of its business. b. In order to secure any loss, decrease or decline in the value of assets of the Debtor that are the collateral of NYS Tax, the granting of a continuing post-petition security interest in all of the assets of the debtor in possession. c. The Post-Petition Adequate Protection Lien is granted as against postpetition assets in the same order of priority as existed as of the Petition Date as between the Debtor’s other creditors asserting a secured claims. d. The post-petition replacement lien is subject to a carve-out for any quarterly fees and other fees incurred by the Debtor, and the fees and expenses incurred by the Debtor's retained professionals, subject to approval of such fees and expenses allowed by final order of the Court. e. The Debtor will make a monthly payment of $2,200 to NYS Tax as additional adequate protection, which amount is approximately equal to 1/60th of the Secured Claim, which is also the amount anticipated to be paid to NYS Tax under a confirmed plan of reorganization. f. If the Debtor fails to make an Adequate Protection Payment or fails to timely file post-petition tax returns and pay post-petition taxes due, NYS Tax may serve notice on the Debtor, its counsel and the Subchapter V trustee, and if such default is not cured within seven days after such notice, may seek the conversion of the case to one under Chapter 7. g. The use of NYS Tax's cash collateral will terminate upon: -- The entry of an order converting or dismissing the chapter 11 case; -- The entry of an order confirming a chapter 11 Plan in the case; -- The amendment, supplementation, waiver or other modification of the Stipulation and order without NYS Tax having been given 72 hours advance written notice (unless otherwise prescribed by the Court) by email address to counsel for NYS Tax; or -- The termination of all or substantially all of the Debtor's operations. Whether by voluntary acts or omissions of the Debtor, or otherwise. h. The Debtor agrees to will file all post-petition tax returns when due and make its periodic payroll tax payments in a timely manner; keep all required insurance coverage in place and current; and provide copies of its monthly operating report. Each of the Cash Collateral Parties has requested a periodic cash payment and a replacement lien as adequate protection for their respective consents to the Debtor using cash collateral in the case. In the case of Chase, the periodic cash payment is equal to the approximate monthly payment the Debtor was making on the Chase Loan prior to the Petition Date. The periodic cash payments to each of the taxing authorities is approximately equal to 1/60th of the amounts respectively due to each governmental unit as of the Petition Date. A copy of the motion is available at https://bit.ly/3OuhySK from PacerMonitor.com. About Ben's Garden Ben's Garden Inc. in Stony Brook, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-72391) on September 12, 2022, listing $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Benjamin Busko as president, signed the petition. CERTILMAN BALIN ADLER & HYMAN, LLP serve as the Debtor's legal counsel. BENZRENT 7: Exclusivity Period Extended to Feb. 5 ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida extended the time Benzrent 7, LLC can keep exclusive control of its bankruptcy case, giving the company until Feb. 5, 2023 to file a Chapter 11 plan and until April 5, 2023 to solicit votes on that plan. The ruling allows the company to negotiate with creditors, resolve issues in its bankruptcy case, and then pursue its own plan without the threat of a rival plan from creditors. About Benzrent 7 Benzrent 7, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-15165) on July 5, 2022, with as much as $1 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Joel M. Aresty, Esq., at Joel M. Aresty, PA serves as the Debtor's legal counsel. BIOSTAGE INC: Incurs $1.1 Million Net Loss in Third Quarter ----------------------------------------------------------- Biostage, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.06 million for the three months ended Sept. 30, 2022, compared to a net loss of $849,000 for the three months ended Sept. 30, 2021. The Company said the $0.2 million quarter-over-quarter increase in net loss was due primarily to $0.1 million increase due to legal costs incurred for a patent application and laboratory related consulting fees and higher share-based compensation expense and increased headcount related costs of approximately $0.1 million. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $4.58 million compared to a net loss of $2.10 million for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $3.66 million in total assets, $1.45 million in total liabilities, $4.09 million in series E convertible preferred stock, and a total stockholders' deficit of $1.88 million. As of Sept. 30, 2022, the Company had operating cash on-hand of $3.0 million. The Company used net cash in operations of $3.4 million during the nine months ended Sept. 30, 2022. Based on the Company's current cash on-hand and given consideration to its current operating plan, the Company expects that its current cash will be sufficient to fund its operating expenses and capital expenditure requirements into the second quarter of 2023. Biostage stated in the SEC filing that, "We have incurred substantial operating losses since our inception, and as of September 30, 2022 had an accumulated deficit of approximately $81.5 million and will require additional financing to fund future operations. We expect that our operating cash on-hand as of September 30, 2022 of approximately $3.0 million will enable us to fund our operating expenses and capital expenditure requirements into the second quarter of 2023. We expect to continue to incur operating losses and negative cash flows from operations for 2022 and in future years. Therefore...these conditions raise substantial doubt about our ability 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/1563665/000156366522000015/tmb-20220930x10q.htm About Biostage Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com -- is a clinical-stage biotech company that uses cell therapy to regenerate organs inside the human body to treat cancer, trauma and birth defects. The Company has performed the world's first regeneration of an esophagus in a human cancer patient. This surgery was performed at Mayo Clinic and was published in August 2021. Biostage reported a net loss of $7.98 million for the year ended Dec. 31, 2021, compared to a net loss of $4.87 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $5.16 million in total assets, $2.14 million in total liabilities, $4.02 million in series E convertible preferred stock, and a total stockholders' deficit of $997,000. Flushing, New York-based Wei, Wei & Co., LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in its operations, and will require additional financing to continue to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. BLUE STAR: Reports Third Quarter Net Loss of $3.7 Million --------------------------------------------------------- Blue Star Foods Corp. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.74 million on $2.43 million of net revenue for the three months ended Sept. 30, 2022, compared to a net loss of $161,788 on $3.73 million of net revenue for the three months ended Sept. 30, 2021. The Company said the increase in net loss is primarily attributable to front loading discounting for contract retention and increased RAS engineering costs for both the salmon and soft shell crab RAS expansions. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $6.23 million on $10.71 million of net revenue compared to a net loss of $1.08 million on $8.34 million of net revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $16.85 million in total assets, $11.53 million in total liabilities, and $5.32 million in total stockholders' equity. Management Commentary John Keeler, chairman and CEO of Blue Star, commented, "Our top-line revenue has continued as expected and we believe we remain on track to nearly double revenue for all of 2022, with our $10.7 million revenue year-to-date and $6.1 million of inventory that we hope to convert to revenue over the next four months, as compared to the $10 million revenue we generated in all of 2021. Our soft-shell crab RAS operations commenced in March 2022 and we are pleased with the eairly results and $1.0 million revenue contribution over the past two quarters. Our third quarter loss typically occurs due to front loading discounting for contract retention, that we believe will benefit future quarter earnings and profits. Additionally, we spent approximately $0.5 million in engineering designs related to our new planned RAS facility in South Carolina. "We strongly believe our planned RAS expansion will be a major differentiator for us and contributor to accelerate revenue growth and profitability. Our incremental investment in our sustainable indoor fish farming technology and processes continues to ramp as we position for our new operations in South Carolina, to replace our existing facility in South Carolina. When fully built, will anticipate being able to harvest over 220,000 dozen soft-shell Atlantic Blue Crab a year." Mr. Keeler concluded, "As we look toward the end 2022 and into 2023, we believe we remain on track to restore our legacy business to pre-pandemic levels of approximately $20 million of annual revenue and advance the construction phase of our transformational soft-shell crab RAS facility, with a target of our first commercial harvest in the fourth quarter of 2023. We look forward to providing updates on our progress." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1730773/000149315222032186/form10-q.htm About Blue Star Foods Blue Star Foods Corp. is a sustainable seafood company that processes, packages and sells refrigerated pasteurized Blue Crab meat, and other seafood products. The Company's current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon produced under the brand name Little Cedar Farms for distribution in Canada. Blue Star Foods reported a net loss of $2.61 million for the year ended Dec. 31, 2021, compared to a net loss of $4.44 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $15.95 million in total assets, $7.04 million in total liabilities, and $8.91 million in total stockholders' equity. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, 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 raises substantial doubt about its ability to continue as a going concern. BOTEILHO ENTERPRISES: Has Deal on Cash Access Thru June 2023 ------------------------------------------------------------ Boteilho Enterprises, Inc. asks the U.S. Bankruptcy Court for the District of Hawaii for authority to use cash collateral an interim and final basis pursuant to a Stipulated Order Authorizing Debtor to Use Cash Collateral. The Debtor operates on approximately 880 acres of land leased from the Hawaii Department of Agriculture and approximately 5,500 acres of land leased from Hawaii Department of Land and Natural Resources. The DLNR lease is used for the Debtor's beef cattle ranching operation which consists primarily of pasture and watering systems, and is handled by two full time employees. The Debtor has operated a loss for the past few years. In 2021, the Debtor reported gross income of approximately $1.4 million and a loss of approximately $94,000. The Debtors' assets are subject to two UCC-1 financing statements: -- The first was recorded with the State Bureau of Conveyances on March 14, 2019, as document A-70120613 to secure an obligation to Poz Trading in the approximate amount of $463,927, which was subsequently assigned to Hawi Dairy Acquisition Company, LLC pursuant to an Assignment recorded as document A-82870380. -- The second financing statement was recorded on November 4, 2022, at the State Bureau of Conveyances as document A-83430706 to secure a working capital loan from Logix Capital LLC in the amount of $200,000. The Debtor, Logix Capital LLC and HDAC have agreed to the use of cash collateral through June 30, 2023, pursuant to the Stipulation. The parties agreed the Debtor may use cash collateral to pay normal, operating expenses, certain chapter 11 expenses, including fees of the Subchapter V Trustee and the allowed fees of the Chapter 11 professionals. As adequate protection for the Debtor's use of HDAC and Logix Capital's respective cash collateral existing as of the Petition Date actually used by the Debtor, HDAC and Logix Capital will be granted replacement liens in the estate's post-petition assets, and the proceeds thereof, to the same extent and priority as any lien held by HDAC and Logix Capital in the Pre-Petition Collateral as of the Petition Date, limited to the amount of PrePetition Collateral as of the Petition Date. The Replacement Liens will have the same validity and priority and to the same extent and as the lien and security interest of the Prepetition Secured Lienholders (respectively) existing as of the Petition Date, and would be subject to the same rights and challenges by or on behalf of the Debtor. A copy of the motion is available at https://bit.ly/3Xqd6sj from PacerMonitor.com. About Boteilho Hawaii Enterprises, Inc. Boteilho Hawaii Enterprises, Inc. operates the Cloverleaf Diary in North Kohala, near Hawi, on the northern tip Hawaii island. The Boteilho family has operated it continuously since 1962. The Debtor is the last remaining commercial dairy farm in the State of Hawaii. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 22-00827) on November 21, 2022. In the petition signed by Edward Boteilho, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert J. Faris oversees the case. Chuck C. Choi, Esq., at Choi & Ito, represents the Debtor as legal counsel. BRINKER INT'L: Egan-Jones Cuts Commercial Paper Rating to 'B' ------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, downgraded the foreign currency and local currency ratings on commercial paper issued by Brinker International Inc. to B from A3. EJR retained the 'B' foreign currency and local currency senior unsecured ratings on debt issued by the Company. Headquartered in Dallas, Texas, Brinker International, Inc. operates as a casual dining restaurant company. CAPSTONE GREEN: Posts $4.9 Million Net Loss in Second Quarter ------------------------------------------------------------- Capstone Green Energy Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.92 million on $20.77 million of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $5.99 million on $17.19 million of total revenue for the three months ended Sept. 30, 2021. For the six months ended Sept. 30, 2022, the Company reported a net loss of $6.98 million on $39.43 million of total revenue compared to a net loss of $8.17 million on $33.28 million of total revenue for the same period in 2021. As of Sept. 30, 2022, the Company had $111.30 million in total assets, $105.23 million in total liabilities, and $6.07 million in total stockholders' equity. Capstone said in the SEC filing that, "While the Company believes internally generated cash will adequately fund operating and investment activities over the next twelve months, there will not be sufficient internally generated cash, nor does the Company expect that it could obtain sufficient financing through underwritten public offerings, at-the-market offerings or other similar methods, to retire the outstanding debt. The Company has engaged Greenhill & Co., LLC, a global investment banking firm, to assess financing alternatives related to the Note Payable as well as to raise incremental capital for general corporate purposes. As there is no guarantee that the Company will successfully complete these financing activities, these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the date of the financial statements are issued." Management's Comments "The top-line revenue growth in our second quarter is very encouraging and reinforces our belief in our strategic direction. However we faced a strong headwind in significantly higher C1000 enclosure costs and expensive alternative recuperator materials that we needed to procure in order to maintain our customers' scheduled deliveries. We believe these cost increases are short-term and expect to work through both of these supply chain issues in the current quarter. We look forward to a return to more normal Adjusted EBITDA results in the fourth quarter and beyond as costs normalize," said Darren Jamison, president and chief executive officer of Capstone Green Energy, in a press release. "The most important take-away from our second quarter results is the continued growth of our EaaS rental business and the benefits it brings. Specifically, it drives higher margins, generates more constant and predictable revenue, and enables us to leverage a more streamlined staffing model relative to that of a traditional industrial manufacturing company. Furthermore, the solution is attractive to our customers across various industries as it helps them to manage capital costs and meet environmental impact targets directly, while generating an attractive return for Capstone and our stockholders," continued Jamison. "Capstone's key goals for the current fiscal year remain growing the top-line and achieving positive Adjusted EBITDA on a sustainable basis. We intend to accomplish this by accelerating the growth of our EaaS business and boosting balance sheet liquidity through a combination of revenue growth and leveraging the benefits from last year's cost reduction efforts. We see several factors helping to drive the growth, including the efforts of our Capstone Direct Sales organization, expansion of our global Distribution network, and increased demand related to the US Inflation Reduction Act (IRA). Not only do we expect these factors to drive growth in the second half of this year, but we also expect to see continued tailwinds well into next year," concluded Mr. Jamison. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1009759/000155837022017804/cgrn-20220930x10q.htm About Capstone Green Energy Capstone Green Energy Corporation is a provider of customized microgrid solutions and on-site energy technology systems focused on helping customers around the globe meet their environmental, energy savings, and resiliency goals. In April 2021, the Company added additional products to its portfolio and shifted its focus to four key business lines. Capstone reported a net loss of $20.21 million for the year ended March 31, 2022, a net loss of $18.39 million for the year ended March 31, 2021, Capstone reported a net loss of $21.90 million for the year ended March 31, 2020, and a net loss of $16.66 million for the year ended March 31, 2019. As of March 31, 2022, the Company had $100.77 million in total assets, $95.36 million in total liabilities, and $5.41 million in total stockholders' equity. CAROLINA CAJUNS: Wins Cash Collateral Access Thru Dec 18 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, authorized The Carolina Cajuns, LLC to use cash collateral, which may be subject to the liens and/or security interests of United Community Bank and the United States Small Business Administration, on an interim basis in accordance with the budget, with a 10% variance, through December 18, 2022. As adequate protection, each of the Secured Creditors is granted a post-petition lien upon and security interest in the Debtor's assets, with the same validity, extent and priority as the prepetition lien and security interest, if any, of each of the Secured Creditors. To the extent the adequate protection to the Secured Creditors proves to be inadequate and the inadequacy gives rise to a claim allowable under Bankruptcy Code section 507, the claim will constitute an administrative claim against the Debtor with priority over all administrative claims in the bankruptcy case. A final hearing on the matter is set for December 19 at 11 a.m. A copy of the order is available at https://bit.ly/3tRRR54 from PacerMonitor.com. About The Carolina Cajuns, LLC The Carolina Cajuns, LLC is part of the restaurant industry. Carolina Cajuns sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 22-20640) on September 16, 2022. In the petition signed by Steven A. Galloway, president, the Debtor disclosed up to $50,000 in assets and up to $10 million of liabilities. Judge James J. Tancredi oversees the case. John P. Newton, Esq., at Reid and Riege, P.C., is the Debtor's counsel. CARVER BANCORP: Incurs $955K Net Loss in Second Quarter ------------------------------------------------------- Carver Bancorp, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $955,000 on $6.72 million of total interest income for the three months ended Sept. 30, 2022, compared to net income of $1.08 million on $5.72 million of total interest income for the three months ended Sept. 30, 2021. For the six months ended Sept. 30, 2022, the Company reported a net loss of $1.81 million on $13.10 million of total interest income compared to a net loss of $1.67 million on $11.05 million of total interest income for the same period in 2021. As of Sept. 30, 2022, the Company had $755.72 million in total assets, $709.48 million in total liabilities, and $46.24 million in total equity. Carver Bancorp said, "Management believes Carver Federal's short-term assets have sufficient liquidity to cover loan demand, potential fluctuations in deposit accounts and to meet other anticipated cash requirements, including interest payments on our subordinated debt securities. Additionally, Carver Federal has other sources of liquidity including the ability to borrow from the Federal Home Loan Bank of New York ("FHLB-NY") utilizing unpledged mortgage-backed securities and certain mortgage loans, the sale of available-for-sale securities and the sale of certain mortgage loans. Net borrowings increased $40.1 million, or 252.2%, to $56.0 million at September 30, 2022, compared to $15.9 million at March 31, 2022 as the Bank secured a $40 million 90-day advance from the FHLB-NY during the second quarter of fiscal year 2023. At September 30, 2022, based on available collateral held at the FHLB-NY, Carver Federal had the ability to borrow from the FHLB-NY an additional $3.1 million on a secured basis, utilizing mortgage-related loans and securities as collateral. The Bank has the ability to pledge additional loans as collateral in order to borrow up to 30% of its total assets. During the six months ended September 30, 2022, the Bank repaid its remaining $3 thousand outstanding advance under its PPP liquidity facility ("PPPLF") at the Federal Reserve. The Company also had $13.4 million in subordinated debt securities and $2.5 million in low interest loans outstanding as of September 30, 2022." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1016178/000101617822000022/carv-20220930.htm About Carver Bancorp Headquartered in New York, Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a federally chartered savings bank. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of its wholly- owned subsidiary, Carver Federal. Carver Federal was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its seven branches and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Carver Bancorp reported a net loss of $847,000 for the year ended March 31, 2022, a net loss of $3.90 million for the year ended March 31, 2021, a net loss of $5.42 million for the year ended March 31, 2020, and a net loss of $5.94 million for the year ended March 31, 2019. As of June 30, 2022, the Company had $690.93 million in total assets, $640.29 million in total liabilities, and $50.64 million in total equity. CELSIUS NETWOR: Examiner to Probe Potential Ponzi Scheme -------------------------------------------------------- Shoba Pillay, the examiner appointed in the Chapter 11 cases of Celsius Network, LLC, et al., has filed a motion to expand her work plan and extend her deadline to file a final report to January 2023. On Sept. 29, 2022, the Bankruptcy Court approved the appointment of Shoba Pillay as examiner to investigate and report on topics related to: * the Debtors' cryptocurrency holdings, including a determination as to where the Debtors' cryptocurrency holdings were stored prepetition and are stored postpetition and whether different types of accounts are commingled; * why there was a change in account offerings beginning in April 2022 from the Earn Program to the Custody Service for some customers while others were placed in a 'Withhold Account'. On Oct. 11, 2022, the Examiner filed her Work Plan. Under the Examiner Order, the Examiner's final report will be due 60 days after the filing of her Original Work Plan -- i.e., Dec. 10, 2022 -- absent further order of the Court on notice to all parties. Following the Nov. 1, 2022, approval of the Original Work Plan, the Court entered three orders modifying the work the Examiner was directed to do: 1. First, the Court directed the Examiner to file an Interim Report by Nov. 19, 2022, addressing certain factual issues related to the claims made by two ad hoc groups that the crypto assets held in Celsius-denominated Custody and Withhold accounts are property of the account holders, rather than the property of the Debtors' bankruptcy estates. 2. Second, on Nov. 1, 2022, the Court entered an Order Approving Examiner's Motion to Confirm Examination Scope or Alternatively for Expansion of the Scope of the Examination, which clarified that: a. topic (i) in the Examiner Order includes an examination of the Debtors' CEL tokens, including why and how other digital assets were converted into CEL tokens, and how these tokens were marketed, stored, and traded -- including whether any of the Debtors' trading practices involving CEL tokens generally or determinations of CEL tokens awarded as part of the Earn Rewards program -- impacted their value, and b. topic (ii) in the Examiner Order includes an examination of the representations Debtors generally made in public representations to customers to attract them to their platform and about their cryptocurrency holdings and account offerings. 3. Finally, On Nov. 14, 2022, the Court entered a Stipulation and Agreed Order Modifying Scope of Examiner Order under which "[t]he scope of the Examiner's factual investigation and report is expanded to include an investigation and report on whether the Debtors used new deposits being made by customers to make payments or otherwise meet obligations to existing customers at a time when the Debtors had no other sources (whether liquid or which could have been monetized) from which to make such payments or meet such obligations." On Nov. 19, 2022, the Examiner filed her Interim Report of Shoba Pillay, Examiner, which addressed matters relevant to the Custody and Withhold Issues. As a result of the work that has been performed to date in preparing the Interim Report and in connection with the remaining matters specified in the Examination Orders, the Examiner has been able to gain a better understanding of the quality and extent of the Debtors' records and record-keeping systems, and limitations on the Debtors' abilities to produce certain financial and other reports. The Examiner also has been able to assess the Debtors' current staffing levels and the constraints on the Debtors' abilities to produce requested information on an expedited basis. Based upon her assessment of the Debtors' record-keeping systems, constraints on the Debtors' abilities to produce requested information on an expedited basis, the updated scope of the examination topics specified in the Examination Orders, and the current status of her investigation, the Examiner does not believe that it will be feasible to provide a Final Report on the remaining examination topics specified in the Examination Orders by Dec. 10, 2022. The Examiner has prepared an Amended Work Plan which takes into account the updated scope of her examination set forth in the Examination Orders, including a revised budget. The Examiner requests that the Court approve her Amended Work Plan, including her proposal that the deadline for the Final Report be extended to Jan. 17, 2023. The Examiner also estimates the total fees for the Examiner and her counsel, Jenner & Block, will aggregate approximately $6 to $7 million (versus $3 to $5 million estimated in the original Work Plan). She also estimates the total fees for her professional advisors, Huron Consulting, will aggregate approximately $2 to $3 million. 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. CHICK LUMBER: Seeks Cash Collateral Access Thru March 2023 ---------------------------------------------------------- Chick Lumber, Inc. asks the U.S. Bankruptcy Court for the District of New Hampshire for authority to use up to $1,690,577 of cash collateral to pay post-petition costs and expenses incurred in the ordinary course of business to the extent provided for in the budget during the period between January 1 to March 31, 2023. The Debtor requires the use of cash collateral for an effective reorganization. Based on a UCC Lien Report and the Debtor's books of account and business records, the Debtor concluded preliminarily that only BFG Corporation and Amex Bank hold or may hold a lien on or interest in the cash collateral. As adequate protection, the Debtor will make the following monthly adequate protection payments on or before the last day of each month during the Use Term: (i) $481.70 to Jeldwen, Inc.; (ii) $24.66 to BFG Corporation (H2H NC Paint Tinter); (iii) $37.83 to GreatAmerica Financial Services Corp.; (iv) $0.00 to Citizens One Auto Finance; (v) $226.60 to Citizens One Auto Finance; (vi) $211.94 to Citizens One Auto Finance; (vii) $39.52 to Wells Fargo Equipment Finance, Inc. - Forklift; (viii) $63.25 to Wells Fargo Equipment Finance, Inc. – Moffett Machine; (ix) $82.22 to Hitachi Capital Financial; and (x) $1,197.93 to an Escrow account for Citizens Financial Group, Inc. and American Express Bank, FSB. The Debtor satisfied the claim secured by the Record Lien held by Ford Motor Credit during January 2022. The Debtor will grant all Record Lienholders with valid, binding, enforceable and automatically perfected liens on the Debtor's postpetition property of the same kinds, types and description in, to and on which a Record Lienholder held valid and enforceable, perfected liens on the Petition Date, which will have and enjoy the same priority as such liens had under applicable state law on the Petition Date. The Debtor will: i. pay real and property insurance invoices on insurance policies on property of the estate as and when shown on the Budget; ii. provide to all Record Lienholders certificates of property and casualty insurance in amounts not less than the lesser of: (a) the reasonable replacement value of each property and all of them in aggregate; or (b) the current fair market value of each property; such certificates of insurance shall name the Record Lienholders as loss payees and will provide that the insurance company shall use its best effort to give a loss payee at least fourteen days' notice of the cancellation or prospective cancellation of such a policy to each loss payee; iii. timely file its monthly operating reports. The Proposed Order includes a "winding down" proviso under which the Court reserves the right to enter further orders as may be necessary regarding the use of cash collateral to provide for payment of any administrative claims for wage and trade creditors who have supplied goods or services to the Debtor during the period of operation under the order which remain unpaid at the time of termination of authorized cash collateral usage, and which goods or services have created additional collateral for the secured claimant. A copy of the motion is available at https://bit.ly/3XEFHuf from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3U27v8s from PacerMonitor.com. The budget provides for total cash out, on a monthly basis, as follows: $567,996 for January 2022; $502,983 for February 2022; and $619,597 for March 2022. About Chick Lumber Chick Lumber, Inc. -- https://www.chicklumber.com/ -- is a dealer of lumber, plywood, steel beams, engineered wood, trusses, steel and asphalt roofing, windows, doors, siding, trim, stair parts, and finish materials. It also offers drafting and design, installation, delivery, outside sales, and plan reading and estimating services. The Debtor sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-11252) on Sept. 9, 2019, in Concord. In the petition signed by Salvatore Massa, president, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. William S. Gannon PLLC is the Debtor's legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 3, 2019. The Committee is represented by Goldstein & McClintock, LLLP as its legal counsel. CLEAN ENERGY: Reports Third Quarter Net Loss of $9.1 Million ------------------------------------------------------------ Clean Energy Fuels Corp. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $9.10 million on $125.68 million of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $4.16 million on $86.09 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 $47.03 million on $306.41 million of total revenue compared to a net loss of $91.55 million on $163.72 million of total revenue for the same period in 2021. As of Sept. 30, 2022, the Company had $941.45 million in total assets, $212.72 million in total liabilities, and $728.72 million in total stockholders' equity. Andrew J. Littlefair, Clean Energy's president and chief executive officer, stated in a press release: "A significant highlight in the third quarter was the passing of the Inflation Reduction Act which extended the alternative fuel tax credit, included qualified biogas projects in the investment tax credit and a new clean fuel production credit applicable to our dairy RNG projects. RNG continues to be a big winner for us with volumes growing 28% in the quarter compared to last year and great progress on RNG supply projects at dairies, which will help us meet continued demand. We are also pleased to see our agreement with World Fuels Services to supply LNG for Pasha ships begin to move the needle in our fuel volumes." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1368265/000155837022016872/clne-20220930x10q.htm About Clean Energy Headquartered in Newport Beach, California, Clean Energy Technologies, Inc. -- www.cleanenergyfuels.com -- is a provider of clean fuel for the transportation market. Its mission is to decarbonize transportation through the development and delivery of renewable natural gas ("RNG"), a sustainable fuel derived from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. Clean Energy reported a net loss of $94.16 million for the year ended Dec. 31, 2021, compared to a net loss of $11.53 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $934.25 million in total assets, $204.75 million in total liabilities, and $729.51 million in total stockholders' equity. CLUBHOUSE MEDIA: Swings to $835K Net Income in Third Quarter ------------------------------------------------------------ Clubhouse Media Group, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $835,419 on $2.16 million of total net revenue for the three months ended Sept. 30, 2022, compared to a net loss of $5.40 million on $1.77 million of total 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 $7.59 million on $4.87 million of total net revenue compared to a net loss of $18.51 million on $3.22 million of total net revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $1.59 million in total assets, $11.65 million in total liabilities, and $10.06 million in total stockholders' deficit. Clubhouse stated, "While the Company is attempting to generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues. The Company will require additional cash funding to fund operations. Therefore, the Company concluded there was substantial doubt about the Company's ability to continue as a going concern. "To fund further operations, the Company will need to raise additional capital. The Company may obtain additional financing in the future through the issuance of its common stock, or through other equity or debt financings. The Company's ability to continue as a going concern or meet the minimum liquidity requirements in the future is dependent on its ability to raise significant additional capital, of which there can be no assurance. If the necessary financing is not obtained or achieved, the Company will likely be required to reduce its planned expenditures, which could have an adverse impact on the results of operations, financial condition and the Company's ability to achieve its strategic objective. There can be no assurance that financing will be available on acceptable terms, or at all. The financial statements contain no adjustments for the outcome of these uncertainties. These factors raise substantial doubt about the Company's ability to continue as a going concern and have a material adverse effect on the Company's future financial results, financial position and cash flows." A fullt-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1389518/000149315222031839/form10-q.htm About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. offers management, production, and deal-making services to its handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space. Clubhouse Media reported net loss of $22.25 million for the year ended Dec. 31, 2021, compared to a net loss of $2.58 million for the period from Jan. 2, 2020 (inception) to Dec. 31, 2020. As of June 30, 2022, the Company had $1.17 million in total assets, $15.18 million in total liabilities, and a total stockholders' deficit of $14.01 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has an accumulated deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COAL NETWORK: Unsecureds Will Get 100% in Subchapter V Plan ----------------------------------------------------------- Coal Network, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a Subchapter V Small Business Plan of Reorganization dated November 15, 2022. The Debtor is an Ohio limited liability company. The Debtor was founded by Ramesh Malhotra in 1980 and has operated as a turnkey solution provider for energy users. The Debtor's only lender and Secured Creditor is KeyBank National Association based on a loan agreement between the Debtor and KeyBank dated February 25, 2020 ("Term Loan"). The Term Loan was for $1,800,000 and included a revolving line of credit of $10,000,000. The amount outstanding at the Petition Date was $3,384,085.82. The current secured amount outstanding as of November 3, 2022 on the Term Loan is $3,252,833.16 ("KeyBank Current Outstanding Balance"). Subsequent to the entry of the Interim Cash Collateral Order, the Debtor engaged in significant negotiations and discovery with KeyBank regarding the permanent use of cash collateral. Ultimately, the Debtor and KeyBank reached an agreement which is reflected in the Agreed Final Order Authorizing the Use of Cash Collateral and Providing Adequate Protection. For the past two months, the Debtor has focused its efforts on renewing contacts, exploring new lines of business and investigating Causes of Actions that may provide additional funds to repay Claims. The Debtor has reached new agreements with suppliers and customers for the post-Confirmation period. The Debtor's future projections are based on these agreements. Information concerning the Debtor's performance during the Chapter 11 Case is contained in monthly operating reports and projections are on file with the Bankruptcy Court. This Plan under subchapter V of chapter 11 of the Bankruptcy Code proposes to pay Creditors of the Debtor from future income. Class 1 consists of the Secured Claim of KeyBank. Class 1 arises from a certain Loan Agreement and Revolving Credit Promissory Note, both dated February 25, 2020. Pursuant to the Agreed Interim Order Authorizing the Use of Cash Collateral and Providing Adequate Protection, the Debtor acknowledged certain credit obligations to KeyBank. * If the holder of the Class 1 Claim votes in favor of the Plan under Option 1, Class 1 shall be allowed in the amount of $2,750,000.00 and paid with interest of 8% per annum by the Debtor’s payment of 36 monthly installments of $86,175.01 with the first such payment due on the first day of the month following the Effective Date. The holder of Class 1 Claim, KeyBank, its agents, affiliates, and all of its officers shall be provided a full release of any and all Causes of Actions or Claims existing as of the Effective Date. * If the holder of the Class 1 votes in favor of the Plan under Option 2, Class 1 shall be (i) assigned title, free and clear, to the Terminal described in Article 7.02 of the Plan and (ii) allowed a Claim in the amount of $2,000,000.00 and paid with interest of 8% per annum by the Debtor's payment of 30 monthly installments of $73,776.65 with the first such payment due on the first day of the month following the Effective Date. The holder of the Class 1 Claim, KeyBank, its agents, affiliates, and all of its officers shall be provided a full release of any and all Causes of Actions or Claims existing as of the Effective Date. * If the holder of the Class 1 Claim does not vote in favor of the Plan, the Class 1 Claim shall be allowed a Secured Claim in the amount of $3,252,833.16, the secured portion of KeyBank's Claim, with interest of 8% per annum by the Debtor's payment of 60 monthly installments of $65,955.73 with the first such payment due on the first day of the month following the Effective Date (the "KeyBank Payments"). The KeyBank Payments shall be held in escrow by the Subchapter V Trustee pending the resolution of the Debtor's Cause of Action against KeyBank. Class 2 consists of Priority Claims. Priority Claims shall be paid in full over a period of two years. Priority Claims include all Allowed Claims entitled to priority under section 507(a) of the Code (except Administrative Claims under section 507(a)(2), and priority Tax Claims under section 507(a)(8)). Payments to Class 2 shall be made quarterly with the first such payment due on the first day of the third month following the Effective Date. Class 3 consists of General Unsecured Claims. Each holder of an Allowed Claim in Class 3 shall receive distributions equal to its Pro Rata share of 100% of the Reorganized Debtor's Net Income from its operations for a period of either (i) four years after the Effective Date, should Class 1 vote in favor of the Plan, or (ii) five years after the Effective Date, should Class 1 not vote in favor of the Plan. Net Income for each year shall be determined based on a fiscal year ending December 31, beginning December 31, 2023. The Debtor shall submit distributions for Class 3 Claims on an annual basis to the Subchapter V Trustee within 45 days of the end of each fiscal year. Additionally, the Subchapter V Trustee will be provided audited financials and tax returns of the Debtor during the term of the Plan payments. Class 4 consists of Equity Interest of the Debtor. If the Plan is confirmed under subchapter V of chapter 11 of the Bankruptcy Code, the Equity Interest Holder shall retain its ownership interest. Nothing in the Plan shall be deemed to prevent the holder of such interest from transferring, selling, or encumbering such interest in the Debtor. The Debtor shall retain all property of the estate for use in its business. On the Confirmation Date, all Assets of the Debtor, including, but not limited to, all Causes of Action, will vest in and remain property of the Reorganized Debtor, free and clear of all Liens, Claims and interests, except as otherwise provided in the Plan. Upon entry of the Confirmation Order by the Bankruptcy Court, the Debtor will have the duty and responsibility to continue its operations in the ordinary course of business as the Reorganized Debtor. Upon the Effective Date, all actions contemplated or required in order to carry out the provisions of, and consummate, the Plan shall be fully authorized and approved in all respects. As of the Effective Date, the Reorganized Debtor shall have the right to collect and use in the ordinary course all income and cash collateral, as defined in the Bankruptcy Code, derived from its operations. The Reorganized Debtor will fund payments under the Plan in the ordinary course from post-Confirmation revenue. A full-text copy of the Subchapter V Plan dated November 15, 2022, is available at https://bit.ly/3i85SsE from PacerMonitor.com at no charge. Counsel for the Debtor: James R. Irving, Esq. April A. Wimberg, Esq. Gina M. Young, Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower, 101 S. Fifth Street Louisville, KY 40202 Telephone: (502) 589-4200 Email: james.irving@dentons.com april.wimberg@dentons.com gina.young@dentons.com About Coal Network LLC Coal Network LLC -- http://www.coalnetwork.com-- is a turnkey solution provider focused specifically on coal and blended coal products. Coal Network LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 22-10098) on August 17, 2022. In the petition filed by Ramesh Malhotra, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Michael E. Wheatley has been appointed as Subchapter V trustee. April A. Wimberg, Esq., at Dentons Bingham Greenebaum LLP, is the Debtor's counsel. CSG SYSTEMS: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, retained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by CSG Systems International Inc. CSG Systems International, Inc., headquartered in Englewood, Colorado, is a software solutions provider. The company provides software and services-based solutions that help clients build commerce by better engaging and transacting with their customers. CUMBERLAND RJ: Wins Cash Collateral Access Thru Dec 15 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, authorized Cumberland RJ, Inc., dba Rockin Jump, to use cash collateral on an interim basis in accordance with the budget, through the date of the final hearing. The final hearing is set for December 15, 2022, at 10:30 a.m. The Debtor requires the use of cash collateral to fund critical operations. The Debtor asserts that it is allegedly a borrower on certain loans with Firestone Financial, LLC and the United States Small Business Administration. To provide adequate protection for the Debtor's use of the cash collateral, the Interested Parties are granted a valid and properly perfected replacement lien on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the Interested Parties' respective pre-petition collateral, except that no such replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of the Order. A copy of the order is available at https://bit.ly/3i1KLZ3 from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $39,210 for Week 1; $39,210 for Week 2; $39,210 for Week 3; and $39,210 for Week 4. About Cumberland RJ, Inc. Cumberland RJ, Inc. owns and operates a trampoline park. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-21039) on October 12, 2022. In the petition signed by Asif Amin Ali, president, the Debtor disclosed up to $50,000 in assets an up to $10 million in liabilities. Judge James R. Sacca oversees the case. William Rountree, Esq., at Rountree, Leitman, Klei & Geer, LLC, is the Debtor's legal counsel. CUREPOINT LLC: Trustee Gets OK to Hire SOLIC as Investment Banker ----------------------------------------------------------------- David Wender, the trustee appointed in the Chapter 11 case of Curepoint, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as investment banker. SOLIC will render these services: (a) assist the trustee in developing a marketing strategy for the sale of the Debtor's assets and develop solicitation materials for marketing the same; (b) assist the trustee in compiling and reviewing due diligence materials on the Debtor and its assets and hosting and managing an electronic data room for these materials; (c) contact and profile potential purchasers; (d) communicate with and facilitate due diligence discussions with potential purchasers; (e) assist the trustee in negotiating with prospective purchasers the terms for the sale and in reviewing documentation related thereto; and (f) assist the trustee and its counsel in managing the sale procedures, facilitating the sale, and reviewing competing bids/competing offers (if necessary). SOLIC will be compensated as follows: (a) Monthly payments: (i) an initial payment of $25,000 upon the court's authorization of the trustee's engagement of SOLIC; and (ii) a payment of $25,000 on Dec. 1, 2022. (b) A success fee equal to (i) $225,000, plus (ii) 3 percent of the sale value in excess of $5.0 million. Sale value shall be calculated cumulatively and includes all individual completed transactions, if applicable. (c) Reimbursement for all expenses incurred. Gregory Hagood, a senior managing director at SOLIC, 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: Gregory F. Hagood SOLIC Capital Advisors, LLC 425 W. New England Avenue, Suite 300 Winter Park, FL 32789 Telephone: (847) 583-1618 Email: info@soliccapital.com About Curepoint LLC Curepoint, LLC -- https://www.curepointcancer.com/ -- provides radiation treatment for cancer patients at its facility in Dublin, Ga. Curepoint filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 22-56501) on Aug. 19, 2022, with between $1 million and $10 million in both assets and liabilities. Phillip Miles, designated officer, signed the petition. Judge Jeffery W. Cavender oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. David A. Wender was appointed as the Chapter 11 trustee in the Debtor's case. The trustee tapped Eversheds Sutherland (US), LLP as counsel and SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as investment banker. CUREPOINT LLC: Trustee Seeks Cash Collateral Access --------------------------------------------------- David A. Wender, the chapter 11 trustee of Curepoint, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for entry of an order amending the Third Interim Order approving the use of cash collateral as set forth in the Trustee's Amended Budget. The Amended Budget provides for, among other things, the payment of the RLKG Fees, ES Fees, SOLIC Fees, and US Trustee Fees, in addition to certain other amendments that more accurately account for the Debtor's operational and ordinary course expenses already approved by the Court. Further, with respect to the Debtor's budgeted line items, the Trustee further requests that the Court permit a 15% variance on a cumulative basis. The Debtor's improved performance and the resulting increase in cash flow evidence that the granting of such relief will not prejudice or otherwise place undue financial strain on the Debtor. To the extent there are lenders that may be entitled to adequate protection of their respective interests in cash collateral, the Trustee requests that the Court grant and continue the Adequate Protection Liens, as provided in the Third Interim Cash Collateral Order. The Debtor asserts that its business operations have improved since the Petition Date, resulting in increased cash-on-hand, as reflected in the Amended Budget and the Monthly Operating Reports. Consequently, the Debtor's increased liquidity, coupled with the Adequate Protection Liens, constitute sufficient adequate protection to the Debtor's Lenders. As of the end of October 2022, the Debtor has a cash balance of approximately $560,194. As previously reported by the Troubled Company Reporter, multiple merchant cash advance companies assert liens on the Debtor's cash collateral. Because the MCAs file UCC-1 financing statements through a servicer, such as Corporation Service Company, it is impossible at this stage to determine which MCA asserts a first position interest in the Debtor's cash collateral. The lenders that may assert an interest in the Debtor's cash collateral are CLG Servicing, LLC, Lafayette Bank, NFG Advance, LLC, Parkview Advance, LLC, PointOne Capital, LLC, U.S. Small Business Administration, AMOA Finance, LLC, and First Liberty Building and Loan. A copy of the motion is available at https://bit.ly/3ESAzLj from PacerMonitor.com. About Curepoint LLC Curepoint, LLC -- https://www.curepointcancer.com/ -- provides radiation treatment for cancer patients at its facility in Dublin, Ga. Curepoint filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 22-56501) on Aug. 19, 2022, with between $1 million and $10 million in both assets and liabilities. Phillip Miles, designated officer, signed the petition. Judge Jeffery W. Cavender oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. David A. Wender, the Chapter 11 trustee appointed in the Debtor's case, is represented by Eversheds Sutherland (US), LLP. DENT TECH: Exclusivity Period Extended to April 20 -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York extended the time Dent Tech Laboratory, Inc. can keep exclusive control of its Chapter 11 case, giving the company until April 20, 2023, to file a bankruptcy plan. Originally, the company was due to file a plan by Dec. 21. The ruling allows the company to negotiate with its creditors to resolve their claims, and then pursue its own plan for emerging from Chapter 11 protection without the threat of a rival plan from creditors. About Dent Tech Laboratory Dent Tech Laboratory, Inc. operates a dental laboratories business. Dent Tech Laboratory sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41469) on June 23, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Gregory B. Mashevich, president, signed the petition. Judge Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. DIV005 LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Div005 LLC 880 Airport Road Winder, GA 30680 Case No.: 22-21202 Business Description: The Debtor is primarily engaged in manufacturing iron and steel pipe and tube, drawing steel wire, and rolling steel shapes, from purchased steel. Chapter 11 Petition Date: November 23, 2022 Court: United States Bankruptcy Court Northern District of Georgia Judge: Hon. James R. Sacca Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 699 Piedmont Avenue NE Atlanta, GA 30308 Tel: 404-564-9300 Fax: Fax:404-5641 Email: info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Harold Lerner as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/53HIE3I/Div005_LLC__ganbke-22-21202__0001.0.pdf?mcid=tGE4TAMA DUSTIN JOHNSON: Seeks to Hire Hayward PLLC as Bankruptcy Counsel ---------------------------------------------------------------- Dustin Johnson Exteriors, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Hayward, PLLC as its legal counsel. Hayward will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; (b) advise and assist the Debtor of its responsibilities under the Bankruptcy Code; (c) prepare and file the voluntary petition and other paperwork necessary to commence this proceeding; (d) assist the Debtor in preparing and filing the required legal documents; (e) represent the Debtor in connection with adversary proceedings and other contested and uncontested matters, both in this court and in other courts; (f) represent the Debtor in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by this court; and (g) assist the Debtor in the formulation of a plan of reorganization and disclosure statement, and take the necessary steps in this court to obtain approval of such disclosure statement and plan. The hourly rates of the firm's counsel and staff are as follows: Ron Satija $450 Other attorneys $215 - $450 Paralegal $150 - $195 Prior to the petition date, the firm received $2,500 as a post-petition retainer from the Debtor. Ron Satija, Esq., an attorney at Hayward, 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: Ron Satija, Esq. Hayward, PLLC 7300 Burnet Rd., Ste. 530 Austin, TX 78757 Telephone: (737) 881-7102 Email: rsatija@haywardfirm.com About Dustin Johnson Exteriors Dustin Johnson Exteriors, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10673) on Oct. 12, 2022, with up to $1 million in both assets and liabilities. Judge Tony M. Davis oversees the case. Ron Satija, Esq., at Hayward, PLLC serves as the Debtor's legal counsel. ENERSYS: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' rating on EnerSys. At the same time, S&P revised its financial risk assessment to intermediate from modest and removed their negative comparable ratings analysis modifier. S&P said, "We also affirmed our 'BB+' issue-level rating on the company's senior unsecured notes. The recovery rating on the notes remains '4', indicating our expectation for average recovery (30%-50%; rounded estimate: 30%) in a default scenario. "The stable outlook on EnerSys reflects our expectations that, despite recent supply chain and inflationary headwinds, the company will remain disciplined in its financial policy and maintain leverage below 3x over the next 12 months." EnerSys' operating performance remains relatively stable despite the inflationary environment and supply chain disruptions. For the second quarter of fiscal 2023 (period ended Oct. 2, 2022) the company generated total last-12-months (LTM) revenue growth of about 12% on volume and pricing growth across all three segments, indicating continued demand for energy storage solutions. S&P said, "With strong order growth and a record backlog, we expect this trend to continue for at least the next couple of quarters. However, as the macro economy softens and heads into a potential recession in the first half of calendar 2023, there could be some pressure to demand especially in the Motive Power segment which is most exposed to industrial volatility. In addition, a looming energy crisis in Europe could cause pullback in demand or bottlenecking from supplier constraints. With that being said, we believe EnerSys' management team is taking proactive measures and is prepared to act quickly in the event of a downturn, including reducing single-sourced inventory, seeking alternative sources for suppliers in high-risk countries, implementing price-cost recapture, and reducing capital expenditures and other discretionary spending." S&P said, "We expect EnerSys will operate with leverage in the 2x-3x range over the intermediate term. While leverage was elevated during the first half of fiscal 2023 due to supply chain disruptions and pricing catchup, we anticipate the company will focus on deleveraging priorities in the second half of the year, with full-year debt to EBIDTA in the mid- to high-2x range. Going forward we expect the company will deploy a financial policy to maintain leverage in the 2x-3x range with a focus on capital allocation priorities that favor strategic M&A and return of capital to shareholders. We, therefore, view this policy to be consistent with other similar rated 'BB+' peers that have similar scale, scope, and geographical diversification as EnerSys. "We anticipate the company will continue to generate positive free operating cash flow (FOCF) while maintaining adequate liquidity and covenant headroom, despite some near-term pressure. For the six months ended Oct. 2, 2022, the company generated lower FOCF due to higher working capital outflows, which has been a consistent trend for many capital goods companies this year. We anticipate this will reverse in the second half of fiscal 2023 and forecast full-year cash flow generation in the $50 million to $75 million range. However, we note that the subdued cash flow is causing net leverage to be modestly elevated, and that this pressure could remain if EnerSys is unable to execute on its plan to sell down existing inventory. Going forward, we expect that the company's FOCF will be supported by strong earnings from its operations, working-capital inflows, and similar levels of capital spending. With close to $300 million of cash on its balance sheet and ample availability under its revolving credit facilities as of Oct. 2, 2022, we believe the company has adequate liquidity and covenant headroom to manage its operating needs over the next 12 to 24 months. "The stable outlook reflects our expectations that the company will remain disciplined in its financial policy and maintain leverage below 3x over the next 12 months." S&P could lower its rating on EnerSys if: -- It experiences weaker-than-expected operating performance and earnings deteriorate beyond our current forecast, or working capital challenges remain, such that leverage remains elevated above 3x; or -- It pursues significant debt-financed acquisitions or shareholder returns that result in debt to EBITDA sustained above 3x with limited near-term prospects for improvement. S&P could raise its rating on EnerSys if: -- It increases its scale and product diversity so that it compares more favorably with investment-grade companies; and -- It maintains debt to EBITDA below 2x and funds from operations (FFO) to adjusted debt above 45%. ESG credit indicators: E-2, S-2, G-2 ESG factors are an overall neutral consideration in our credit rating analysis of EnerSys. As a global manufacturer and distributor of stored energy solutions, EnerSys is involved in the processing and disposal of lead and acid. Although lead-acid batteries are highly recyclable, this process can result in lead contamination if not disposed of appropriately. The potential for lead contamination creates both reputational and financial risk. That said, we believe EnerSys is focused on complying with recycling and waste disposal regulations and has taken steps to mitigate these risks and further develop its ESG program." EPIC Y-GRADE: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Epic Y-Grade Services L.P. to stable from negative and affirmed its issuer credit rating and 'CCC+' issue-level rating. S&P's '4' recovery rating on the company's senior secured debt is unchanged, indicating its expectation for average (30%-40%; rounded estimate: 40%) recovery in the event of a payment default. The stable outlook highlights Y-Grade's improved financial measures and S&P's expectation that its S&P Global Ratings-adjusted debt to EBITDA will decline toward the 8x area in 2023. S&P believes Y-Grade is now in a more favorable position supported by its stronger throughput volumes and asset utilization amid the robust commodity price environment. The company realized record volumes over the last two fiscal quarters and is operating at above 85% capacity. Y-Grade's strong utilization and tariffs allow it to generate excess cash to meet its mandatory payments and improve its liquidity. S&P said, "We expect the company's financial measures will strengthen year over year if it maintains its elevated asset utilization. Through third fiscal quarter of 2022, Y-Grade has reached above 90% of its full-year budget due to the strong performance of its assets. We forecast its S&P Global Ratings-adjusted debt to EBITDA will improve to the 10x area in 2022, from 16.7x as of year-end 2021, primarily due to stronger forecast EBITDA and volume throughput. Although the company's financial measures are improving, we continue to view its capital structure as unsustainable over the long term." S&P said, "Although we believe it is unlikely the company will face liquidity issues over the next 12 months, its historical reliance on external capital to support its liquidity position highlights the potential liquidity pressure when its upcoming debt maturities come due. "Y-Grade has had no availability under its $40 million revolving credit facility (RCF) since 2021. The company benefited from equity contributions from its sponsors and additional cash flows from BANGL. That said, we view the company's historical reliance on external capital support as less favorable because it could face potential refinancing risks or liquidity pressure when its debt maturities come due if its sponsors are unwilling to provide further capital support. "The stable outlook on Y-Grade reflects our expectation that its credit metrics will improve year over year as it continues to increase its asset utilization. We also expect the company's S&P Global Ratings-adjusted debt to EBITDA will decline toward the 8x area in 2023." S&P could consider taking a negative rating action on Y-Grade if: -- It sustains S&P Global Ratings-adjusted debt to EBTIDA of more than 9x; -- S&P expects it will restructure its debt or miss an interest or amortization payment over the next 12 months; or -- The company's liquidity deteriorates such that it doesn't have sufficient capital to meet its upcoming debt maturities before they become current. Although unlikely in the next 12 months, S&P could consider taking a positive rating action on Y-Grade if its operations improve leading to a pattern of deleveraging toward the 7x area and alleviating its upcoming refinancing risk. EXPEDIA GROUP: Egan-Jones Retains 'B+' Sr. Unsecured Debt Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on November 14, 2022, retained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Expedia Group, Inc. Headquartered in Seattle, Washington, Expedia Group, Inc. provides online travel services for leisure and small business travelers. F.R. ALEMAN: Gets Interim OK to Hire Hoffman as Bankruptcy Counsel ------------------------------------------------------------------ F.R. Aleman and Associates, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Hoffman, Larin & Agnetti, PA as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its duty; (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; (e) represent the Debtor in negotiations with creditors; and (f) propose and seek confirmation of a plan of reorganization. The firm received a $25,000 retainer from the Debtor. The hourly rates of the firm's attorneys and paralegals range from $100 to $450. Michael Hoffman, Esq., a partner at Hoffman, Larin & Agnetti, 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: Michael S. Hoffman, Esq. Hoffman, Larin & Agnetti, PA 909 North Miami Beach Blvd., Suite 201 North Miami Beach, FL 33162 Telephone: (305) 653-5555 Facsimile: (305) 940-0090 Email: mshoffman@hlalaw.com About F.R. Aleman and Associates Miami-based F.R. Aleman and Associates, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18696) on Nov. 10, 2022, with up to $10 million in both assets and liabilities. Yvette A. Aleman, president of F.R. Aleman and Associates, signed the petition. Judge Laurel M. Isicoff oversees the case. Michael S. Hoffman, Esq., at Hoffman, Larin & Agnetti serves as the Debtor's legal counsel. FAIRMONT ORTHOPEDICS: Wins Cash Collateral Access Thru Dec 14 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota authorized Fairmont Orthopedics & Sports Medicine, P.A. to use cash collateral on an interim basis in accordance with the budget through December 14, 2022. To the extent of the Debtor's use of the pre-petition cash collateral, the Debtor is authorized to grant Profinium, Inc., the U.S. Small Business Administration and any other creditor holding a valid, enforceable, non-avoidable lien on any pre-petition cash collateral, a replacement lien to the same extent, validity and priority as existed prior to the Petition Date. All replacement liens to be granted by the Debtor to Profinium and the SBA as provided in the Stipulations are authorized, subject to the provisions above, and the liens will be valid, perfected, enforceable and effective as of the Petition Date without any further action by the Debtor, Profinium, the SBA, and without the execution, filing and recording of any documents evidencing the same which may otherwise be required under federal or state law in any jurisdiction or the taking of any other action to validate or perfect the security interests and liens authorized to be granted to Profinium and the SBA as provided in the Stipulations. The Debtor is authorized to make all payments to Profinium and the SBA as and when required by the terms of the Stipulations. The Debtor will also continue to insure the collateral and provide the reporting and inspection rights to which Profinium and the SBA are entitled under the Stipulations. A final hearing on the matter is set for December 14 at 10 a.m. A copy of the order is available at https://bit.ly/3OAYi67 from PacerMonitor.com. A copy of the Debtor's budget is available at https://bit.ly/3VibGOD from PacerMonitor.com. The Debtor projects $116,057 in gross profit and $118,452 in total expenses for November 2022. About Fairmont Orthopedics Fairmont Orthopedics & Sports Medicine, P.A., treats injuries and diseases of the knee, hip, back, shoulder, hand and foots. The Company offers pain management, surgery, orthopedics, podiatry, back and spine, physical therapy, and other related services. Fairmont Orthopedics serves customers in the State of Minnesota. Fairmont Orthopedics & Sports Medicine filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 22-30926) on June 9, 2022. In the petition filed by Corey Welchlin MD, as president, the Debtor estimated assets and liabilities between $1 million and $10 million each. The case is assigned to the Hon. Bankruptcy Judge Katherine A. Constantine. Kenneth C. Edstrom, Esq., at Sapientia Law Group, is the Debtor's counsel. Steven B. Nosek has been appointed as Subchapter V trustee. FARADAY FUTURE: Raises Going Concern Doubt ------------------------------------------ Faraday Future Intelligent Electric Inc. this week released its financial results for the quarterly period ended Sept. 30, 2022, and warned that there is substantial doubt about its ability to continue as a going concern. As of September 30, 2022, the Company was in default on a related party note payable with a principal amount of $8,451,000. In January 2022, the Company defaulted on its optional notes. The holders of the Optional Notes have waived the default. To date, FF has not yet sold any electric vehicles. FF says it will require substantial additional capital to develop products and fund operations for the foreseeable future. Until FF can generate sufficient revenue from product sales, FF will fund its ongoing operations through a combination of various funding and financing alternatives, including equipment leasing and construction financing of the Hanford, California, ieFactory California, manufacturing facility, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options. "The particular funding mechanisms, terms, timing, and amounts are dependent on the Company's assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time. Any delays in the successful completion of its ieFactory California manufacturing facility will impact FF's ability to generate revenue," the Company says. The Company says the timing of first deliveries of FF 91 vehicles is uncertain and is not expected to occur in 2022 and remains subject to various conditions, many of which are outside of FF's control, including the timing, size, and availability of additional financing as well as the implementation and effectiveness of FF's headcount reductions and other expense reduction and payment delay measures. It is also subject to suppliers meeting their commitments on program deliverables including parts, and timely and successful certification testing. FF is seeking to raise additional capital from various fundraising efforts currently underway to supplement its cash on hand of $31,766,000 as of September 30, 2022. The Company has taken steps to preserve its cash position, including reducing spending, extending payment cycles and other similar measures. As part of its funding efforts, on November 11, 2022, the Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP, which provides the Company the sole right, but not the obligation, to direct Yorkville from time to time to purchase up to $200,000,000 of the Company’s shares of Class A Common Stock during the commitment period ending November 11, 2025, at a 3% discount of the VWAP of the shares during the three preceding days of each issuance. The Company has the option to increase the Commitment Amount to up to $350,000,000 during the commitment period. The Company agreed to issue 789,016 shares of Class A Common Stock in satisfaction of the commitment fee agreed upon in the SEPA. The Company has not yet direct Yorkville to buy any shares of Class A Common Stock. The Company will use commercially reasonable efforts to prepare and file with the SEC a registration statement for the resale by Yorkville of the shares of Class A Common Stock to be issued under the SEPA (including the 789,016 commitment shares). The Company has funded its operations and capital needs primarily through the net proceeds received from capital contributions, the issuance of related party notes payable and notes payable, the sale of Preferred and Common Stock and the net proceeds received from the Business Combination and PIPE Financing. A copy of the Company's report is available at http://tiny.cc/9oz0vz Faraday Future Intelligent Electric Inc., a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through the subsidiaries of FF Intelligent Mobility Global Holdings Ltd. -- Legacy FF -- founded in 2014 and headquartered in Los Angeles, California. On July 21, 2021, the Company consummated a business combination pursuant to an Agreement and Plan of Merger dated January 27, 2021, by and among Property Solutions Acquisition Corp. and Legacy FF, pursuant to which the Company received gross proceeds of $229,583,000 from the PSAC trust account. PSAC later changed its name to "Faraday Future Intelligent Electric Inc." FF reported $540,684,000 in total assets against $253,361,000 in total liabilities as of September 30, 2022. FF reported $102,217,000 in total current assets against $177,323,000 in total current liabilities as of September 30, 2022. FAST RADIUS: MasterGraphics Out as Committee Member --------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a notice that as of Nov. 21, these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 cases of Fast Radius, Inc. and its affiliates: 1. Palantir Technologies, Inc. 1200 17th Street, Floor 15 Denver, CO 80202 Email: legalnotices@palantir.com 2. Stratasys, Inc. Attn: John Folks 7665 Commerce Way Eden Prairie, MN 55344 Phone: 952-917-6743 Email: john.folks@stratasys.com MasterGraphics was previously identified as member of the creditors committee. Its name no longer appears in the new notice. 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 counsel; 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. FREE SPEECH: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, authorized Free Speech Systems, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Court directed the Debtor to maintain debtor-in-possession accounts at Axos Bank which accounts will contain all operating revenues and any other source of cash constituting cash collateral, which is (or has been) generated by and is attributable to the Debtor's business. Other than as provided for in the Budget, the Debtor will not make any payment to or for the benefit of any insider of the Debtor, either directly or indirectly, as that term is defined in section 101(31) of the Bankruptcy Code. In addition, no payments to any insider during the Interim Period will exceed $10,000. The Court's order provides that (i) the rights of creditors and parties-in-interest to object to the appropriateness of post-petition payments to PQPR for Inventory Purchases and file pleadings with the Court seeking to claw back the PQPR Payment as set forth in the First and Second Interim Cash Collateral Orders are fully preserved by the Order and (ii) the Debtor will provide notice to creditors and parties in interest upon the upon payment in full of the $500,000 inventory purchase payment to PQPR originally scheduled to be paid in the Second Interim Cash Collateral Order and the time for objections to that payment will expire 30 days following the date the notice of final payment is filed with the Court. The Debtor is permitted to instruct its credit card processor to remit to Blue Ascension, LLC its fulfillment charges as set forth in the Motion, from the daily settlement contemporaneously with the distributions to FSS and PQPR. The Debtor will report each Tuesday for the preceding calendar week reflecting weekly sales and disbursement of the proceeds of those sales. A copy of the report will be forwarded to the U.S. Trustee, the Subchapter V Trustee, counsel for PQPR and Jarrod Martin as a representative of the Connecticut and Texas plaintiffs. A final hearing on the matter is set for December 19 at 3 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3Oqd6EF from PacerMonitor.com. The budget provides for total operating expenses, on a weekly basis, as follows: $511,068 for the week ending December 2, 2022; $11,650 for the week ending December 9, 2022; $196,300 for the week ending December 16, 2022; and $19,700 for the week ending December 23, 2022. About Free Speech Systems LLC Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. On July 29, 2022, Free Speech Systems LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043). The Debtor has elected to proceed under subchapter V of chapter 11. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor estimated assets and liabilities between $50 million and $100 million. Judge Christopher Lopez oversees the case. Melissa A. Haselden has been appointed as Subchapter V trustee. The Law Offices of Ray Battaglia, PLLC, is the Debtor's counsel. GISSING NORTH AMERICA: Wins Cash Collateral Access Thru Dec 16 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized Gissing North America LLC and its debtor-affiliates to use cash collateral and obtain secured postpetition financing, on a final basis, through December 16, 2022. As previously reported by the Troubled Company Reporter, a consortium of lenders has committed to provide postpetition financing, consisting of a revolving loan and the sum of advances on the DIP loan plus advances outstanding on the prepetition revolver that will not exceed $30 million, in the aggregate. Prior to entry of a Final Order, the DIP Lenders agreed to provide up to $8.8 million of interim financing. The salient terms of the DIP Credit Facility include: a. Maturity Date and Events of Default: The earlier of (i) October 31, 2022 and (ii) the occurrence of a Termination Event, which includes: (i) any of the Cases are either dismissed or converted to a case under chapter 7 of the Bankruptcy Code or if venue of any of the Cases is transferred to another district; (ii) a trustee or an examiner with expanded powers is appointed in any of the Cases; (iii) any plan(s) of reorganization of the Debtors is filed entered an order confirming, a plan of reorganization, which plan is not in form and substance acceptable to the DIP Lenders or the Prepetition Lenders; (xii) the milestones related to the proposed sale of the Debtors' assets will not have been met within the period specified therefor, as the same may be extended in the sole discretion of the Lenders; or (xiii) the termination of the Term of the Accommodation Agreement. b. As adequate protection to the prepetition lenders, the Debtors will continue to pay accrued interest on the prepetition loans monthly, as well as continued monthly principal payments on the prepetition term loans. The prepetition lenders will also receive replacement liens on all assets of the Debtors (e.g., newly generated accounts and newly acquired inventory), which will be junior to the liens securing the DIP loan and a section 507(b) priority claim. As adequate protection to Tesla, Inc., Tesla will also receive replacement liens and a section 507(b) priority claim which will be junior to the prepetition lenders' replacement liens and 507(b) claim. Tesla has agreed to this form of adequate protection. c. A $300,000 commitment fee (1% of commitment amount) deemed fully earned and nonrefundable on receipt. The court said, in all other respects, the Final DIP Order remains in full force and effect. A further hearing to consider a further extension of the use of cash collateral is set for December 16 at 11:30 a.m. A copy of the order is available at https://bit.ly/3EReLzM from Epiq, the claims and noticing agent. About Gissing North America Gissing North America LLC, f/k/a Conform Gissing International, LLC, and its affiliates are innovative and technology-driven suppliers of acoustic systems and weight reduction solutions for the automotive industry. They provide customers products that minimize noise, vibration, and harshness throughout a vehicle and reduce vehicle weight by using proprietary technology. On Aug. 8, 2022, Gissing North America LLC and its affiliates sought Chapter 11 protection (Bankr. E.D. Mich. Lead Case No. 22-46160). Gissing North America reported assets of $50 million to $100 million and liabilities of $50 million to $100 million as of the bankruptcy filing. Judge Lisa S. Gretchko oversees the case. The Debtors tapped Wolfson Bolton PLLC as bankruptcy counsel. Riveron Management Services' Steven R. Wybo is serving as CRO of the Debtors. Investment banking firm Livingstone Partners LLC was retained to advise on a potential sale. GLATFELTER CORP: Egan-Jones Cuts Unsecured Debt Ratings to BB- -------------------------------------------------------------- Egan-Jones Ratings Company, on November 14, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Glatfelter Corporation to BB- from BB. Headquartered in Charlotte, North Carolina, Glatfelter Corporation manufactures and supplies papers and engineered materials. GLEAMIN INC: Continued Operations to Fund Plan Payments ------------------------------------------------------- Gleamin Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a Subchapter V Plan of Reorganization dated November 15, 2022. Gleamin Inc. is a direct-to-consumer owner and wholesaler of skincare products, including face masks, serums, and moisturizers. Its products are built with sustainable, ethically sourced superfoods that are safe for all skin types. The combination of the pandemic and the marketing efficiency drop off created a perfect storm for the Debtor which required an increase in working capital to fund inventory and marketing for the holiday season. When negotiations with Yardline, its largest secured creditor, failed to produce a reasonable payment plan, the Debtor chose to file a voluntary petition under Subchapter V to implement the automatic stay and provide the Debtor with the necessary breathing room to successfully complete its restructuring. As of the date hereof, purported (i) Secured Claims asserted against the Debtor total $858,982.88, (ii) Priority Tax Claims asserted against the Debtor total $98,574.63, and (iii) General Unsecured Claims asserted against the Debtor total $3,773,696.93. The Debtor or Reorganized Debtor, as applicable, intends to conduct a claims reconciliation process after Confirmation. Under the Plan, the Debtor will devote all of its projected Disposable Income toward the payment of Creditors. The Plan will be funded with the funds that are not for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the Debtor. The Plan provides for payment of Administrative Expenses, Priority Tax Claims, and Allowed Secured Claims in accordance with the Bankruptcy Code, and projects payment to Allowed General Unsecured Claims. Finally, Holders of Equity Interests will retain their Equity Interests as they existed on the Commencement Date. Class 1 consists of Secured Claims. Total amount of Claims asserted is $858,982.88. Except to the extent that a Holder of an Allowed Secured Claim has been paid prior to the Effective Date or agrees to a different treatment, all Allowed Secured Claims shall be paid in full by equal monthly installments over a period of 58 months from the Effective Date commencing on the First Distribution Date; provided, however, that if Disposable Income for any given month exceeds $9,000, the amount of Disposable Income that exceeds $9,000 shall be split pro rata among Allowed Secured Claims for that particular month. Class 2 consists of General Unsecured Claims. Total amount of Claims asserted is $3,773,696.93. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a different treatment, all Allowed General Unsecured Claims shall be paid pro rata in monthly installments from Disposable Income commencing on the month in which all Administrative Claims, Priority Tax Claims, and Secured Claims have been paid in full. Such monthly payments shall continue until the Last Distribution Date. This Class is impaired. Class 3 consists of Equity Interests. Equity interest holders shall maintain existing Equity Interest. The Plan will be funded by the proceeds realized from the operations of the Debtor. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. A full-text copy of the Subchapter V Plan dated November 15, 2022, is available at https://bit.ly/3Vkyr4B from PacerMonitor.com at no charge. Counsel to the Debtor: PASHMAN STEIN WALDER HAYDEN, P.C. Joseph C. Barsalona II, Esq. 1007 North Orange Street 4th Floor #183 Wilmington, DE 19801-1242 Telephone: (302) 592-6496 About Gleamin Inc. Gleamin Inc. is an innovative skin beautifying and cleansing company created by Jordan Smyth. Gleamin Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10768) on Aug. 18, 2022. In the petition filed by Joran Smyth, as founder and CEO, the Debtor reported assets and liabilities between $1 million and $10 million each. David M. Klauder has been appointed as Subchapter V trustee. Pashman Stein Walder Hayden, P.C., led by Joseph Charles Barsalona II, is the Debtor's counsel. GOODYEAR TIRE: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, retained the 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by The Goodyear Tire & Rubber Co. Headquartered in Akron, Ohio, Goodyear Tire & Rubber Company develops, distributes, and sells tires. GREEN PLAINS: Egan-Jones Retains B- Sr. Unsecured Debt Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on November 14, 2022, retained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Green Plains Inc. Headquartered in Omaha, Nebraska, Green Plains Inc. owns and operates ethanol plants located in the Midwest U.S. HAWAII PACIFIC: S&P Affirms 'BB' LT Rating on 2013A Revenue Bonds ----------------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed its 'BB' long-term rating on Hawaii State Department of Budget and Finance's series 2013A special purpose revenue bonds, issued for Hawaii Pacific University (HPU). "The outlook revision reflects our view of HPU's healthy enrollment growth in fall 2021 and 2022 and improved and balanced operations in the last three years, which is expected to continue in fiscal 2023," said S&P Global Ratings credit analyst Ying Huang. "It also reflects our opinion of the sufficient cushion in HPU's enrollment and financial performance relative to its debt covenants." S&P said, "The stable outlook reflects our expectation that HPU will continue to stabilize and grow its enrollment and net tuition revenues while sustaining near break-even operations during the one-year outlook period. "We could consider a negative rating action during the outlook period if enrollment declines again, leading to material declines in net tuition revenue or trend of deficits on a full-accrual basis, or if available resources decline from the current levels. "We could consider a positive rating action if the university's enrollment and demand metrics continue to strengthen, and if it grows its available resources ratios to be commensurate with a higher rating while maintaining at least break-even operating performance." As of the end of fiscal 2022, HPU had $148.8 million in outstanding debt, consisting of the $72.6 million in series 2013A and 2018 bonds, $75.6 million in operating leases, $891,000 of notes, and $451,000 in capital leases. HERBALIFE NUTRITION: Egan-Jones Retains BB- Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, retained the 'BB-' local currency senior unsecured ratings on debt issued by Herbalife Nutrition Ltd. Headquartered in Los Angeles, California, Herbalife Nutrition Ltd. operates as a nutrition company. HILCORP ENERGY: Hilcorp San Juan Deal No Impact on Moody's Ba2 CFR ------------------------------------------------------------------ Moody's Investors Service said that Hilcorp Energy I, L.P.'s (HEI, Ba2 positive) plans to take ownership of Hilcorp San Juan, L.P. (HSJ) will be credit positive for HEI once HSJ is fully rolled-up into the former and becomes a restricted subsidiary and guarantor under HEI's revolver and the indentures governing HEI senior notes. However, HEI's current Ba2 Corporate Family Rating and positive outlook are unaffected at this time by the planned $2 billion cash and debt funded roll-up of HSJ. The HSJ roll-up will add San Juan Basin in New Mexico and Colorado to HEI's geographic mix, while staying true to HEI's strategy of buying conventional wells with legacy production. HSJ has 1.6 million net acres and about 15,700 operated wells with a production scale of 125 mboe/day, which is 77% dry gas and 23% liquids (mostly NGLs). On a pro forma basis, this will shift HEI's commodity mix from 39% gas to 56% gas, reduce its Alaska exposure meaningfully, and double its PDP reserves to about 2 billion boe. HEI has agreed to take ownership of the full equity interest in HSJ in a two-step transaction which is expected to be completed by year end 2022. The transaction is expected to result in HEI revolver's borrowings to rise to about $1.3 billion as it will be used, along with balance sheet cash, to fund the roll-up. HSJ's current obligations, including unrealized hedging losses, asset retirement obligations, and future contingent acquisition obligation payments, are approximately $700 million, and such obligations will remain post roll up. While the roll-up initially increases gross debt and other obligations, HEI will add size and scale to its Lower 48 position which will increase its ability to generate free cash flow and organically reduce leverage through 2023-2024 through the expected repayment of the HEI revolver borrowings used to pay for the roll-up of HSJ. Even during the maximum usage period for its revolver due 2026, Moody's expect HEI to maintain adequate borrowing capacity of at least $600-$700 million under it. The HEI revolver will be upsized to $2 billion from $1.6 billion once HSJ is rolled-up into HEI. Moody's further expect the revolver borrowings to be repaid over time, improving HEI's credit profile in the process. The Ba2 rating with a positive outlook remains unchanged as Moody's had incorporated an expectation of HEI increasing reserves and production through its "acquire and exploit" strategy. Despite the immediate increase in debt, the outlook remains positive based on Moody's expectation that HEI will continue to show strong operating performance, including the HSJ assets, and improve its credit metrics and reduce debt in 2023. Hilcorp Energy I, L.P. is a private limited partnership headquartered in Houston, Texas. The company's primary producing assets are located in Alaska, Texas, Louisiana, Wyoming, and the Utica Shale. Hilcorp San Juan, L.P. is engaged in E&P activities in the San Juan Basin in New Mexico and Colorado. HOLLEY INC: S&P Downgrades ICR to 'B-', Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Holley Inc. to 'B-' from 'B'. The outlook is negative. At the same time, S&P lowered its rating on Holley's senior secured credit facilities to 'B-' from 'B'. The negative outlook reflects the potential for a downgrade over the next 12 months if Holley's sales volumes and EBITDA margins remain at suppressed levels, leading to sustained negative cash flows and liquidity erosion or if the company breached its financial covenant. The rating action reflects credit metrics and cash flows that will remain weak and the risk that they could weaken further should consumer demand for the company's products decrease more than our base case over the next 12 months. A combination of weakening sales volumes, declining EBITDA margins, and increased working capital has affected the company's financial performance in 2022. Lower sales volumes during 2022 reflected weakening consumer demand amid higher inflation and supply chain disruptions affecting the availability of its products. In addition to lower sales volumes that have reduced Holley's operating scale, the company's EBITDA margins have been burdened by higher freight and logistics costs throughout 2022 coupled with outsized warranty charges during the third quarter. S&P said, "Given our forecast for a recession in 2023, we now expect that sales volumes will remain weaker as discretionary consumer spending falls. While some of the recent inflationary pressures stemming from higher freight and logistics costs will lessen to a degree, we now expect Holley's EBITDA margins will remain in the midteens over the next over the next couple of years versus our previous forecast that exceeded 20%. For this reason, we now expect leverage of 5.5x-6x in 2022, increasing to 6.5x-7x in 2023. For 2022, we expect the company will generate slightly negative free operating cash flow (FOCF) and only expect modestly positive FOCF in 2023, which we expect could remain weak due to higher inventory levels, particularly if demand for its products is low. "Weaker profits could lead to Holley breaching its 5x maximum leverage ratio over the next 12 months, a key credit consideration. While the company has maintained compliance with its single financial covenant thus far, we forecast covenant headroom to remain below 15% over the next 12 months and access to its $125 million revolving credit facility is constrained at $95 million at the end of third-quarter 2022. Still, we expect that Holley will maintain sufficient sources of liquidity compared to its uses by more than 2x over the next 12 months. The company ended its third quarter of 2022 with $16.6 million of balance sheet cash and no borrowings on the revolver. "The negative outlook reflects the potential for a downgrade over the next 12 months if Holley's sales volumes and EBITDA margins remain at suppressed levels, leading to sustained negative cash flows and liquidity erosion or if the company breached its financial covenant. "We could lower our rating on Holley if its capital structure became unsustainable or its liquidity were to quickly erode. This could occur if EBITDA margins remained weak and the company were to continue to generate negative FOCF. We could also lower our rating if Holley breached its 5x leverage covenant. "We could revise our outlook on Holley to stable if FOCF stabilizes to at least breakeven on a sustained basis and the covenant cushion increased and was expected to remain above 15%. This could occur if Holley's sales volumes and EBTIDA margins stabilize." Holley designs and manufactures high-performance engine products for the enthusiast-focused automotive aftermarket, which include ignition systems, carburetors, and exhaust systems. The company has a portfolio of brands including Holley Performance Products, MSD, Driven Performance Brands, Drake Automotive Group, Simpson, Detroit Speed, and AEM Performance Electronics that are managed from its corporate headquarters located in Bowling Green, Ky. -- Real U.S. GDP expands by 1.6% in 2022 and 0.2% in 2023. -- Sales are flat in 2022 as lower volumes largely offset the contributions from pricing and recently completed acquisitions. -- S&P foresees revenue declining by 5%-10% in 2023 as consumers reduce discretionary spending on Holley's products. -- EBITDA margins of 16%-17% in 2022 and 2023. -- Working capital outflow of $45 million to $55 million in 2022, falling to $15 million to $25 million in 2023. -- Capital spending to around 2% of revenue, representing $15 million to $16 million of annual spend through 2024. Based on S&P's forecast and assumptions, it expects the following credit metrics: -- Debt to EBITDA of 5.5x-6x in 2022 and 6.5x-7x in 2023; and -- Slightly negative FOCF in 2022 and improving to 1%-2% of debt in 2023. S&P assesses Holley's liquidity as less than adequate. While sources of liquidity are expected to exceed uses by well over 2x over the next 12 months, S&P now expects the cushion on the company's covenant to be less than 15%. Principal liquidity sources -- Balance sheet cash of $16.6 million as of Sept. 30, 2022; -- Covenant constrained revolver availability of $95 million on the $125 million cash flow revolver (net of $1.2 million in outstanding letters of credit) as of Sept. 30, 2022; and -- Funds from operations in the range of $50 million to $60 million over the next 12 months. Principal liquidity uses -- Debt amortization of $6.3 million related to the principal payments on the first-lien term loan; -- Manageable working capital outflows of $20 million to $30 million over the next 12 months; and -- Capital spending to approximate 2% of annual revenues in our forecast. Holley's first-lien credit agreement is governed by a single 5x maximum total leverage maintenance financial covenant that is tested quarterly. S&P's latest base-case forecast estimates that Holley could breach this covenant over the next two years, and compliance will be dependent on EBITDA margin improvement and the degree of permitted add-backs. ESG credit indicators: E-2, S-2, G-3 S&P said, "Environmental factors have an overall neutral influence on our credit rating analysis of Holley Inc. While many of its products, like electronic fuel injection kits and custom carburetors, are dependent on the combustion engine, the parts are sold in the aftermarket, demand is driven primarily by enthusiasts, and we expect it will take many years to change to a material amount of fully electric vehicles on the road, particularly in North America. Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. The company recently transitioned to a public company, but private equity sponsor Sentinel still holds a 46% stake and exerts a strong influence on the board. We could reassess the governance score upward should the stake and influence fall materially." S&P's simulated default scenario assumes a payment default in 2024 due to a combination of factors: -- A sustained economic downturn that reduces customer demand for performance automotive parts. -- Intense pricing pressure from competitive actions by other manufacturers. -- Order fill rate and quality issues that cause customers to procure products from other aftermarket suppliers. S&P expects these operating conditions would reduce Holley's sales volumes, margins, and cash flow, eventually burdening its liquidity. -- Year of default: 2024 -- Emergence multiple: 5x -- LIBOR: 250 basis points -- Revolving credit facility: 85% standard draw at default -- All debt including six months of accrued interest -- Jurisdiction: U.S. -- Gross enterprise value: $459 million -- Administrative expenses: $23 million -- Net enterprise value: $436 million -- Priority claims: $13 million -- Secured first-lien debt claims: $776 million --Recovery expectations: 50%-70%; rounded estimate: 50% HUMBOLDT ASSISTED: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Humboldt Assisted Living, LLC d/b/a Arrowood Lane Residential Care 122 N McKenna Avenue Gretna, NE 68028 Business Description: The Debtor is an assisted living facility. Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court District of Nebraska Case No.: 22-80861 Judge: Hon. Brian S. Kruse Debtor's Counsel: Patrick R. Turner, Esq. TURNER LEGAL GROUP, LLC 139 S. 144th Street Omaha, NE 68010 Tel: 402-690-3675 Email: pturner@turnerlegalomaha.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Amy Wilcox-Burns as chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AVQDCCA/Humboldt_Assisted_Living_LLC__nebke-22-80861__0001.0.pdf?mcid=tGE4TAMA ICEF-VIEW PARK: S&P Alters Outlook to Negative, Affirms 'BB' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB' rating on California School Finance Authority's series 2013 school facility revenue bonds, issued for Inner City Education Foundation (ICEF) Public Schools-View Park High School. S&P Global Ratings also revised its outlook to negative from stable and affirmed its 'BB' rating on the series 2014 school facility revenue bonds, issued for ICEF Public Schools-View Park Elementary and Middle Schools. "The negative outlook reflects our view of ICEF's weakened enterprise profile, which has experienced a protracted and sustained trend of material enrollment declines," said S&P Global Ratings credit analyst Jesse Brady. In addition, the network was cited with academic concerns by its authorizer in the past, resulting in the non-renewal of a charter contract in 2019. Given the impact of the pandemic on academic outcomes, S&P believes it is unlikely academic performance will meaningfully improve in the near term. S&P said, "The rating reflects our view of ICEF's enrollment base, which has fallen each year, despite still being sizable at over 2,000 students and benefitting from geographic diversification of seven schools across the broad and diverse County of Los Angeles. These trends are balanced by the school's consistently positive financial operations, sufficient lease-adjusted maximum annual debt service (MADS) coverage, solid liquidity profile, and manageable debt burden, all providing support at the rating level. "The negative outlook reflects our view that financial performance could become pressured if enrollment declines persist, either networkwide or at the obligated schools, such that financial operations, MADS coverage, or days cash on hand weakened significantly. "We could lower the rating during the outlook period if enrollment or demand metrics continue to weaken, if the school posts material operating deficits, or if liquidity deteriorates significantly. Also, although all charter contracts are in place through at least June 2024, we could lower the rating if ICEF schools' academic results create additional uncertainty relative to the health and ultimate successful renewal of its charter contracts. "We could revise the outlook to stable should the school demonstrate a trend of enrollment stability and meets all state and authorizer academic standards, if positive operating surpluses continue, and if liquidity is held near current levels." IMAX CORP: Egan-Jones Retains 'BB-' Sr. Unsecured Debt Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, retained the 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by IMAX Corp. Headquartered in Mississauga, Canada, IMAX Corporation offers end-to-end cinematic solution combining proprietary software, theater architecture, and equipment. INFOVINE INC: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Infovine, Inc. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to for necessary business expenses incurred in the ordinary course of business. The Court said 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; The Huntington National Bank will continue to have the same liens, encumbrances and security interests in the cash collateral generated or created post filing, plus all proceeds, products, accounts, or profits thereof, as existed prior to the filing date. A continued hearing on the matter is set for December 12, 2022 at 1:30 p.m. A copy of the order is available at https://bit.ly/3TXVqkN from PacerMonitor.com. 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, Esq. at Baker & Associates. INGENOVIS HEALTH: Moody's Rates New Incremental Term Loan 'B2' -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Ingenovis Health, Inc.'s proposed incremental term loan that will be a non-fungible add-on to the existing $675 million senior secured term loan due March 2028. The B2 corporate family rating and stable outlook remain unchanged. Proceeds from the incremental loan will be used to fund the acquisition of an undisclosed target. Assignments: Issuer: Ingenovis Health, Inc. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4) RATINGS RATIONALE Ingenovis' B2 CFR is constrained by: (1) leverage at around 2.8x (pro-forma 3.0x post transaction on a Moody's-adjusted basis); (2) execution risks associated with an active acquisition strategy; (3) the cyclical nature of demand for travel nurses and fast response staffing; and (4) financial policy risks under private equity ownership. The rating benefits from: (1) a solid market position within a fragmented traveling nurse industry; (2) strong customer and geographic diversification; and (3) good long-term growth prospects supported by favorable industry trends including nursing shortages and an aging population requiring more frequent medical attention. The stable outlook reflects Moody's expectation that financial leverage will remain strong while generating positive free cash flow and maintaining good liquidity. Ingenovis' liquidity is adequate. Sources of about $65 million are available under the upsized $85 million committed revolving credit facility (due 2026). However, Moody's projects excess free cash flow to be limited during 2023. Mandatory uses are limited to about $7 million in debt amortizations, prior to consideration of the 50% excess cash flow sweep. The secured revolver is subject to a springing first lien net leverage covenant of 7.5x when more than 35% drawn. The company has limited capacity to sell assets to raise cash. Ingenovis' first lien facilities (revolver due 2026 and term loan due 2028) are rated B2, at the same level as the CFR, given that they represent the preponderance of liabilities in the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Ingenovis develops a successful acquisition integration track record and increases its scale while generating positive free cash flow. The ratings could be downgraded if leverage is sustained above 6x, if the company generates ongoing negative free cash flow or if liquidity weakens. Ohio-based Ingenovis is a temporary healthcare staffing agency providing nurses on assignments to hospitals and medical centers, including both traditional and fast response staffing, across the US. The principal methodology used in this rating was Business and Consumer Services published in November 2021. MARKAM TRANSPORT: Seeks to Hire Schafer and Weiner as Legal Counsel ------------------------------------------------------------------- Markam Transport, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Schafer and Weiner, PLLC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Daniel J. Weiner $590 Howard Borin $450 Joseph K. Grekin $450 Leon Mayer $330 Kim Hillary $385 John J. Stockdale, Jr. $430 Jeff Sattler $360 Brandi M. Dobbs $290 Legal Assistant $170 Michael E. Baum (Of Counsel) $585 John Stockdale, Jr., Esq., an attorney at Schafer and Weiner, 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: Joseph K. Grekin, Esq. John J. Stockdale, Jr., Esq. Schafer and Weiner, PLLC 40950 Woodward Avenue, Ste. 100 Bloomfield Hills, MI 48304 Telephone: (248) 540-3340 Email: jstockdale@schaferandweiner.com About Markam Transport Markam Transport, Inc. is a company in Grosse Pointe, Mich., which operates in the general freight trucking industry. Markam Transport sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48936) on Nov. 14, 2022, with up to $10 million in both assets and liabilities. Andrew Mark Donatiello, president of Markam Transport, signed the petition. Schafer and Weiner, PLLC serves as the Debtor's legal counsel. METAL BENDERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Metal Benders USA LLC 880 Airport Road Winder, GA 30680 Case No.: 22-21201 Business Description: The Debtor is engaged in the manufacturing of steel products from purchased steel. Chapter 11 Petition Date: November 23, 2022 Court: United States Bankruptcy Court Northern District of Georgia Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 699 Piedmont Avenue NE Atlanta, GA 30308 Tel: 404-564-9300 Fax: 404-564-9301 Email: info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Harold Lerner as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3MGGP2I/Metal_Benders_USA_LLC__ganbke-22-21201__0001.0.pdf?mcid=tGE4TAMA MGM RESORTS: Egan-Jones Cuts FC Unsecured Rating to 'B' ------------------------------------------------------- Egan-Jones Ratings Company, on November 14, 2022, downgraded the foreign currency senior unsecured rating on debt issued by MGM Resorts International to 'B' from 'B-'. EJR retained its 'B' local currency senior unsecured rating on debt issued by the Company. Headquartered in Las Vegas, Nevada, MGM Resorts International operates gaming, hospitality, and entertainment resorts. MKS REAL ESTATE: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- MKS Real Estate, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral nunc pro tunc to the petition date. The Debtor requires use of cash collateral to pay bank service charges, insurance, office supplies, professional fees, and repairs and maintenance to the properties, real estate taxes, repairs, and other expenses. The Debtor currently receives its income from rents from its two insider tenants since Monbanc abruptly breached its lease and purchase agreement. The Debtor believes Westdale may have liens against the Premises. As adequate protection, the Debtor proposes to offer to the alleged secured creditors the following: (a) a continuing lien or interest, if any, in the property of the Debtor to the same extent as the liens or interests existed pre-petition; (b) a continuing lien and security interest in any post-petition proceeds and products of the Debtor's property to the same extent as they existed pre-petition; provided however, that such Continuing Liens will (i) continue to be perfected and enforceable as they existed pre-petition without the necessity of further actions, and (ii) will be subject to the fees and expenses of the Office of the United States Trustee and the Clerk of the United States Bankruptcy Court for the Northern District of Texas, and the actual fees and expenses incurred by the Debtor from all court-approved professionals retained in the case; and (c) the Debtor will only utilize the Income from its operations for normal and necessary expenses as set forth in the budget. A copy of the motion and the Debtor's budget is available at https://bit.ly/3XvwrrZ from PacerMonitor.com. The Debtor projects $5,787 in total expenses. About MKS Real Estate MKS Real Estate LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns two parcels of real property located in Tarrant County, Texas. MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the Court entered an agreed order dismissing the bankruptcy case for one year or until such time that the claim was paid in full, or the property is foreclosed, whichever was later. In consideration for the Debtor being given one year to sell the real property, the Court ordered "that [Cadence (formerly known as BancorpSouth)] will have the right to post the Real Property for non-judicial foreclosure and proceed with the foreclosure on November 1, 2022 in the event the Claim is not paid in full on or before October 31, 2022." MKS Real Estate LLC again filed a Chapter 11 petition (Bankr. N.D. Tex. on Case No. 22-42618) on Oct. 31, 2022. In the petition filed by Olufemi Ashadele as owner, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. The Debtor is represented by M. Jermaine Watson, Esq., at Cantey Hanger LLP in the 2022 case. MONARCH PCM: Seeks to Hire Frost Brown Todd as Legal Counsel ------------------------------------------------------------ Monarch PCM, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Frost Brown Todd, LLC as bankruptcy counsel and litigation counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued winddown of its business; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of this bankruptcy case; (c) take all necessary action to protect and preserve the Debtor's assets; (d) prepare legal papers; (e) assist the Debtor will all facets of the sale of substantially all of its assets pursuant to Section 363 of the Bankruptcy Code; (f) prepare and negotiate on the Debtor's behalf concerning its subchapter V plan, related agreements or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (g) appear before the bankruptcy court, appellate courts, and any other courts to protect the interests of the Debtor and its estate; and (h) perform all other necessary legal services in connection with the Debtor's bankruptcy case. On Oct. 21 and Nov. 4, the firm received payments of $28,352.50 and $73,012 from the Debtor, respectively. The hourly rates of the firm's counsel and staff are as follows: Mark A. Platt, Member $590 Bryan J. Sisto, Associate $295 Joy D. Kleisinger, Associate $270 Mark Platt, Esq., a member of Frost Brown Todd, 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: Mark A. Platt, Esq. Frost Brown Todd, LLC 2101 Cedar Springs Rd. Dallas, TX 75201 Telephone: (214) 580-5852 Facsimile: (214) 545-3472 Email: mplatt@fbtlaw.com About Monarch PCM Monarch PCM, LLC is a Fort Worth-based company engaged in the business of pharmaceutical and medicine manufacturing. Monarch PCM filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-42687) on Nov. 7, 2022, with up to $10 million in assets and up to $50 million in liabilities. Behrooz P. Vida has been appointed as Subchapter V trustee. Judge Mullin oversees the case. Mark A. Platt, Esq., at Frost Brown Todd, LLC, is the Debtor's legal counsel. NORTHSIDE VENTURES: Taps Keen-Summit Capital Partners as Broker --------------------------------------------------------------- Northside Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Keen-Summit Capital Partners, LLC as real estate broker. The Debtor needs a broker to assist in the sale of its real property located at 100 Washington, Michigan City, Ind. The broker will receive 5 percent of the sale's gross proceeds, plus additional 1 percent if it properly represented the property's buyer. Matthew Bordwin, a real estate broker at Keen-Summit Capital Partners, 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: Matthew Bordwin Keen-Summit Capital Partners, LLC 1 Huntington Quadrangle, Suite 2C04 Melville, NY 11747 Telephone: (646) 381-9222 Email: mbordwin@keen-summit.com About Northside Ventures Northside Ventures, LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). Northside Ventures filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 22-31027) on Oct. 5, 2022. In the petition filed by its manager, Jason Gatzka, the Debtor disclosed 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 serves as the Debtor's counsel. NOVABAY PHARMACEUTICALS: Posts $136K Net Loss in Third Quarter -------------------------------------------------------------- Novabay Pharmaceuticals, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and comprehensive loss of $136,000 on $3.83 million of total net sales for the three months ended Sept. 30, 2022, compared to a net loss and comprehensive loss of $2.29 million on $2.26 million of total net sales for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss and comprehensive loss of $2.40 million on $10.76 million of total net sales compared to a net loss and comprehensive loss of $5.67 million on $7.03 million of total net sales for the same period during the prior year. As of Sept. 30, 2022, the Company had $22.37 million in total assets, $8.59 million in total liabilities, and $13.78 million in total stockholders' equity. Novabay stated, "The Company's long-term liquidity needs will be largely determined by the success of commercialization efforts. To address the Company's current liquidity and capital needs, the Company has and continues to evaluate different plans and strategic transactions to fund operations, including: (1) raising additional capital through debt and equity financings or from other sources; (2) reducing spending on operations, including reducing spending on one or more of its sales and marketing programs or restructuring operations to change its overhead structure; (3) out-licensing rights to certain of its products or product candidates, pursuant to which the Company would receive cash milestones or an upfront fee; and/or (4) entering into license agreements to sell new products. The Company may issue securities, including common stock and warrants through additional private placement transactions or registered public offerings, which may require the filing of a Form S-1 or Form S-3 registration statement with the Securities and Exchange Commission ("SEC")." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1389545/000143774922027275/nby20220930_10q.htm About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- develops and sells scientifically created and clinically proven eyecare and skincare products. NovaBay's leading product, Avenova Antimicrobial Lid & Lash Solution, is often prescribed by eyecare professionals for blepharitis and dry-eye disease and is also available directly to eyecare consumers through online distribution channels such as Amazon. DERMAdoctor offers more than 30 OTC dermatologist-developed skincare products through the DERMAdoctor website, well-known traditional and digital beauty retailers, and international distributors. NovaBay also manufactures and sells effective, yet gentle and non-irritating wound care products. Novabay reported a net loss and comprehensive loss of $5.82 million for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $11.04 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $24.79 million in total assets, $7.05 million in total liabilities, and $17.75 million in total stockholders' equity. OCCUPY REAL ESTATE: Wins Cash Collateral Access Thru Dec 1 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Occupy Real Estate Group LLC to use cash collateral on an interim basis in accordance with the budget through December 1, 2022. The U.S. Small Business Administration is the Debtor's Secured Creditor. The inferior interests who may assert a lien or security interest in the Debtor's cash collateral are Merchant Capital Group, LLC d/b/a Greenbox Capital; HFH Capital Funding LLC; Kalamata Capital Group, LLC; Swift Financial, LLC a/k/a Paypal (LOANBUILDER); Webbank; Small Business Financial Solutions, LLC a/k/a SBFS Rapid Finance a/k/a Rapid Finance; and Westwood Funding Solutions, LLC. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget; and (c) such additional amounts as may be expressly approved in writing by Creditor within 48 hours of the Debtor's request. As adequate protection, the Secured Creditor and the Inferior Interests will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Secured Creditor and the Inferior Interests. A further hearing on the matter is set for December 1 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3tQaiaf from PacerMonitor.com. The budget provides for total operating expenses, on a monthly basis, as follows: $147,991 for December 2022; $147,991 for January 2023; $167,991 for February 2023; $168,991 for March 2023; $167,991 for April 2023; and $177,991 for May 2023. About Occupy Real Estate Group LLC Occupy Real Estate Group LLC is a full-service real estate brokerage and property management company, with 54 real estate agents, headquartered in Jacksonville, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 3:22-bk-02240) on November 2, 2022. In the petition signed by Trevaris Tutt, manager, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Jacob A. Brown oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's counsel. OCEANEERING INT'L: Egan-Jones Retains B- Sr. Unsec. Debt Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 14, 2022, retained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Oceaneering International, Inc. EJR also retained its 'B' rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Oceaneering International, Inc. provides engineering services. OLYMPIA SPORTS: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Olympia Sports, Inc. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires immediate authority to use cash collateral to continue its business operations without interruption toward the objective of formulating an effective plan of reorganization. The U.S. Small Business Administration has a properly perfected lien on the Debtor's property (including proceeds) at the commencement of the case, including the Debtor's accounts, inventory and other collateral which is or may result in cash collateral. The Debtor is permitted to use cash collateral for these purposes: a. maintenance and preservation of its assets; and b. the continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs. c. the completion of work-in-process; and d. the purchase of replacement inventory. As adequate protection for the use of cash collateral, the SBA is granted a replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the Secured Creditor's cash collateral is used by the Debtor. To the extent the adequate protection provided proves insufficient to protect the SBA's interest in and to the cash collateral, the Secured Creditor will have a superpriority administrative expense claim, pursuant to Section 507(b) of the Bankruptcy Code, senior to any and all claims against the Debtor under Section 507(a) of the Bankruptcy Code. The Debtor is also directed to make $731 in monthly payments to the SBA. The payments are to be made the first of every month beginning April 1. The final hearing on the matter is scheduled for November 30, 2022, at 12:30 p.m. A copy of the order and the Debtor's budget is available for free at https://bit.ly/3TZAYjm from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $10,774 for Week 1; $6,100 for Week 2; $725 for Week 3; and $5,800 for Week 4. About Olympia Sports, Inc. Olympia Sports, Inc. owns and operates a shoes and clothing retail store. Olympia Sports sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10535) on March 2, 2022. In the petition signed by Jae Ko, president, the Debtor disclosed $426,214 in assets and $1,001,666 in liabilities. Judge Ashely M. Chan oversees the case. Robert N. Braverman, Esq., at McDowell Law, PC is the Debtor's counsel. OMNIQ CORP: Incurs $3.8 Million Net Loss in Third Quarter --------------------------------------------------------- OMNIQ Corp. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.81 million on $27.01 million of total revenues for the three months ended Sept. 30, 2022, compared to a net loss of $5.07 million on $20.51 million of total revenues for the three months ended Sept. 30, 2021. The Company said the revenue growth is organic as it already consolidated its financial statements with Dangot Computers, Ltd. which it acquired in July 2021. The organic growth reflects higher demand from certain customers during the period. Total operating expenses for the quarter were $8.6 million, compared with $8.9 million in the third quarter of 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $9.56 million on $77.54 million of total revenues compared to a net loss of $10.93 million on $53.38 million of total revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $70.34 million in total assets, $77.91 million in total liabilities, and a total deficit of $7.56 million. Going Concern According to Omniq, the following are the principal conditions or events which potentially raise substantial doubt about the Company's ability to continue as a going concern: * Balancing the need for operational cash with the need to add additional products * Timely and cost-effective development of products * Working capital deficit of $32 million as of Sept. 30, 2022 * Accumulated deficit of $80 million as of Sept. 30, 2022 * Multiple years of net losses from operations * Multiple years of negative cash flows from operations "These facts and others have in the past raised concerns about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, which we have successfully accomplished to date," Omniq stated in the SEC filing. Management's Comments In a press release, Shai Lustgarten Chairman and CEO commented: "I am proud of how diligent our team has been throughout this year as Omniq delivered record results despite the supply chain challenges across the globe. We delivered a record Q3 with organic revenue growth of 32% resulting in $27 million. In addition, we saw our 9 month revenue come in at $77 million, up 45% over the same period in 2021. This growth reflects the consolidation with Dangot Computers, Ltd. which we acquired in July, 2021 and was also driven by strong customer demand across all of our segments which resulted in improved bottom line in our intended path to profitability. "Omniq continues to enjoy significant growth with our long-standing Fortune 100/500 customers, many of whom have relied on the company for 20 plus year to handle their logistics and supply chain challenges. At the same time, we have added new customers within the parking, security and Smart kiosk sectors. OMNIQ's Q Shield AI based law enforcement solution offered to municipalities is experiencing positive momentum as 12 cities in the US have already contracted and we continue to see a growing pipeline. We expect a positive impact to both the top and bottom line as the revenue model is based on achieving recurring revenue coupled with significantly higher margins. "In addition, we expanded our penetration into the multibillion dollar retail and quick serve restaurant (QSR) markets with our AI-Machine Vision proprietary technology. We received both an initial order as well as a strong follow-on order from one of the largest QSRs in the US with over 800 locations and initial orders from an automotive related retailer with 2,000 stores in the US. Both customers appreciate the added value that our AI technology provides in improving services, increasing revenue and higher security. We expect an increase in deployments over the next several quarters. We anticipate that our innovative solutions will add greatly to our revenue opportunities, as well as ultimately providing an unprecedented growth in profitability. "Our increase in gross profitability, as well as our significant growth in AI related business show that our loyal customer base, as well as newly announced customers are relying more on our patented technology and solutions. OMNIQ's technology makes the invisible visible, eliminating the touch of a human which allows for increased productivity, efficiency, stronger customer satisfaction and better expense control. With our revenue visibility increasing, we are looking forward to a successful finish to 2022 and going forward," Mr. Lustgarten concluded. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/278165/000149315222032196/form10-q.htm About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq reported a net loss of $13.14 million for the year ended Dec. 31, 2021, a net loss of $11.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company's common stockholders $5.31 million. As of June 30, 2022, the Company had $69.75 million in total assets, $74.65 million in total liabilities, and a total deficit of $4.90 million. OUR CITY MEDIA: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Our City Media of Florida, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, for authority to use income which may constitute cash collateral to maintain its day-to-day business operations. The Debtor says these entities may claim a lien in the cash collateral: The U.S. Small Business Administration, South State Bank as successor by merger to Atlantic Capital Bank, N.A., American Express National Bank, The Business Backer, Fundworks, LLC, Stingray Int. Corporation, CT Corporation System, CHTD Company, and Corporation Service Company. On April 29, 2016, the Debtor borrowed $2.362 million from Atlantic Capital, evidenced by a U.S. Small Business Administration Note. The Debtor's obligations to Atlantic Capital are secured pursuant to the terms of a Loan and Security Agreement, dated April 29, 2016, in which the Debtor granted Atlantic Capital a security in interest in. among other things, all inventory, equipment, accounts and the proceeds thereof. On May 13, 2016, Atlantic Capital perfected its security interest by filing a UCC-1 Financing Statement with the Florida Secretary of State under no. 201607594313, and continued by the filing of a UCC-3 Continuation Statement with the Florida Secretary of State on February 22, 2021 under no. 202106237233. On March 1, 2022, Atlantic Capital merged with and into South State. On April 29, 2016. the Debtor borrowed $350,000 from Our City Media Inc., pursuant to the terms of a Secured Promissory Note, as assigned to Stingray Int Corporation pursuant to the terms of an Assignment of Promissory Note with Notice of Assignment, dated April 25, 2018. The Stingray Note provides that it is secured by a second position secured interest, only behind the SBA, on all assets of the Debtor including, but not limited to the Debtor's furniture, fixtures and equipment. In conducting its due diligence in connection with the filing, the Debtor determined that American Express National Bank filed a UCC-1 with the Florida Secretary of State on September 28, 2018, under no. 201806659334, asserting a lien on all assets of the Debtor. Although the Debtor believes this obligation was fully satisfied prior to the filing of this bankruptcy proceeding, in an abundance of caution, the Debtor is providing American Express National Bank with notice of the motion. On October 23, 2020, the Debtor received a Small Business Association Disaster Loan in the amount of $150,000, which amount was subsequently increased to $500,000 on or about July 9, 2021. The Small Business Association filed a UCC-1 Financing Statement with the Florida Secretary of Slate under no. 202005124921 to perfect its security interest in. among other things, the Debtor's inventory, equipment, accounts, and the proceeds thereof. On May 1, 2022, the Debtor entered into an agreement with Business Backer in which Business Backer would provide a line of credit to the Debtor in exchange for a security interest in the assets of the Debtor. Business Backer may claim a security interest in the Debtor's assets. On July 14, 2022, the Debtor entered into a Payment Rights Purchase and Sale Agreement with Fundworks pursuant to which Fundworks purchased the Debtor's ''Future Receipts." On July 25, 2022, Corporation Service Company, as representative, filed a UCC-1 Financing Statement with the Florida Secretary of State under no. 202202405990, to perfect a lien on, among other things, the Debtor's inventory and accounts. In order (i) to adequately protect the Creditors in connection with the Debtor's use of the cash collateral, and (ii) to provide the Creditors with additional adequate protection in respect to any decrease in the value of its interests in the cash collateral resulting from the stay imposed under section 362 of the Bankruptcy Code or the use of the cash collateral by the Debtor, the Debtor would offer as adequate protection of any lien the Creditors may have on cash collateral, a priority post-petition lien on cash and receivables generated by the Debtor post-petition, in the same priority as any pre-petition lien, but only to the extent the Creditors have a pre-petition lien on cash collateral. A copy of the motion is available at https://bit.ly/3tVFHIm from PacerMonitor.com. About Our City Media of Florida, LLC Our City Media of Florida, LLC publishes several editions of local community news magazines throughout South Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18896) on November 17, 2022. In the petition signed by Terrance P. Jaillet, president, the Debtor disclosed $154,782 in total assets and $2,154,633 in total liabilities. Judge Scott M. Grossman oversees the case. Robert Furr, Esq., at Furr Cohen, is the Debtor's legal counsel. PANACEA LIFE: Incurs $2.7 Million Net Loss in Third Quarter ----------------------------------------------------------- Panacea Life Sciences Holdings, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.69 million on $366,244 of revenue for the three months ended Sept. 30, 2022, compared to a net loss of $3.09 million on $588,040 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 $7.44 million on $1.30 million of revenue compared to a net loss of $2.69 million on $1.41 million of revenue for the same period during the prior year. As of Sept. 30, 2022, the Company had $19.98 million in total assets, $20.42 million in total liabilities, and a total stockholders' deficit of $439,907. Panacea Life stated, "We do not have sufficient cash resources to sustain our operations for the next 12 months, particularly if the large sales agreements and purchase orders we have do not result in the revenue anticipated. We may be dependent on obtaining financing from one or more debt or equity offerings or further loans from Ms. Buttorff assuming she agrees to advance further funds. "These unaudited condensed consolidated financial statements are presented on the basis that the Company will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. No adjustment has been made to the carrying amount and classification of the Company's assets and the carrying amount of its liabilities based on the going concern uncertainty. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of 12 months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. In addition, due to insufficient revenue, we will need to obtain further funding through public or private equity offerings, debt financing, collaboration arrangements or other sources in order to maintain active business operations. We currently do not have sufficient cash flow to pay our ongoing financial obligations on a consistent basis. The issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to our stockholders. In addition, adequate additional funding may not be available to us on acceptable terms, or at all. If we are unable to raise capital, we will be forced to borrow additional sums from our Chief Executive Officer or delay, reduce or eliminate our research and development programs, we may not be able to continue as a going concern, and we may be forced to discontinue operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1552189/000149315222031530/form10-q.htm About Panacea Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com-- is a Nevada corporation organized under the name Solid Solar Energy, Inc in 2008 and renamed Exactus, Inc. in 2016. The Company has pursued opportunities in Cannabidiol since 2019. During most of 2020 the Company was engaged in marketing of hemp derived products sourced from its leased farming operation. Panacea Life reported a net loss of $4.78 million for the year ended Dec. 31, 2021, compared to a net loss of $5.23 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $21.97 million in total assets, $19.71 million in total liabilities, and $2.25 million in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. PHARMASTRATEGIES LLC: Seeks to Tap Wadsworth as Legal Counsel ------------------------------------------------------------- PharmaStrategies, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, PC as its legal counsel. The firm's services include the preparation of legal papers, representation of the Debtor in any litigation, and other necessary legal services related to the Debtor's Chapter 11 case. The firm received a retainer in the amount of $26,738 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: David V. Wadsworth $450 Aaron A. Garber $450 David J. Warner $375 Aaron J. Conrardy $375 Lindsay S. Riley $300 Paralegals $125 David Wadsworth, Esq., an attorney at Wadsworth Garber Warner Conrardy, 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: David V. Wadsworth, Esq. Wadsworth Garber Warner Conrardy, PC 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: dwadsworth@wgwc-law.com About PharmaStrategies PharmaStrategies, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Neb. Case No. 22-14405) on Nov. 10, 2022. In the petition signed by Larry Krug, member and manager, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Michael E. Romero oversees the case. David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, PC, is the Debtor's counsel. PLASTIPAK HOLDINGS: Moody's Alters Outlook on Ba3 CFR to Positive ----------------------------------------------------------------- Moody's Investors Service changed the outlook for Plastipak Holdings, Inc.'s ("Plastipak") to positive from stable. At the same time, Moody's affirmed Plastipak's Ba3 corporate family rating and Ba3-PD probability of default rating. Moody's also affirmed the Ba3 rating of the senior secured credit facilities, including revolver and term loans, issued by Plastipak Packaging, Inc., a wholly-owned subsidiary of Plastipak. "The positive outlook reflects Moody's expectation that Plastipak will maintain steady margin and pay down total debt for the next 12-18 months despite potential weakening in the economy," says Motoki Yanase, VP-Senior Credit Officer at Moody's. "The outlook also takes into account the company's ability to generate positive free cash flow (FCF) and its good liquidity," adds Yanase. Affirmations: Issuer: Plastipak Holdings, Inc. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Issuer: Plastipak Packaging, Inc. Gtd Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD3) Gtd Senior Secured Term Loan A, Affirmed Ba3 (LGD3) Gtd Senior Secured Term Loan B, Affirmed Ba3 (LGD3) Gtd Senior Secured Multi-Currency Revolving Credit Facility, Affirmed Ba3 (LGD3) Outlook Actions: Issuer: Plastipak Holdings, Inc. Outlook, Changed To Positive From Stable Issuer: Plastipak Packaging, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Plastipak has realized steady leverage reduction to 3.5x debt/EBITDA for the twelve months ending in July 2022 from 4.4x in the fiscal year that ended October 2020 (fiscal 2020). Constant debt pay down and EBITDA expansion supported leverage improvement, which Moody's expect the company to continue. Plastipak also has ability to generate free cash flow, with its capital expenditure falling well within cash flow from operation. The company generated constant positive free cash flow since fiscal 2018. During fiscal 2022, Plastipak free cash flow was negatively impacted by working capital change but Moody's expect this to reverse in the next 12-18 months. The affirmation of the Ba3 CFR considers uncertainty stemming from a weakening economy, which could meaningfully slow down improvement in Plastipak's profit and cash flow generation. At the same time, the company has sufficient headroom under the current CFR that positions the company's credit metrics better than similarly rated peers. The Ba3 corporate family rating acknowledges Plastipak's scale and global geographic diversification, with its European business contributing about a third of EBITDA, and its good market position as one of the larger North American manufacturers of rigid plastic containers and preforms. At the same time, the rating considers the high customer concentration of sales, albeit with many blue-chip customers with long-term relationships, its primarily commoditized product line. The rating also reflects Plastipak's margins that have improved over the past few years although they remain below its peers' in the rating category given the significant amount of preform business in its portfolio. Moody's expect Plastipak to maintain good liquidity over the next 12 months, supported by positive free cash flow generation and sufficient availability under the $300 million revolving credit facility. Financial covenants for the credit facilities, including the revolver and Term Loan A, include a maximum total net leverage ratio of 5.0 times and a minimum interest coverage ratio of 2.5 times. Moody's expect the company to maintain significant cushion under all its covenants over the next 12 months. The Term Loan B does not have financial covenants. Foreign assets are excluded from the collateral pledged, leaving some alternate source of liquidity. The next significant debt maturity is the revolver and the Term Loan A in December 2026. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if the company sustainably improves its credit metrics and product while maintaining a high percentage of business under contract and a conservative financial policy. Specifically, the ratings could be upgraded if debt/EBITDA falls below 3.5 times, EBITDA to Interest coverage rises above 6.0 times and free cash flow to debt is above 7.5 %. Moody's could downgrade the ratings if there is a deterioration in leverage, liquidity or the other credit metrics. Specifically, the ratings could be downgraded if debt/EBITDA rises above 4.5 times, EBITDA to interest coverage declines below 5.0 times and free cash flow to debt falls below 5.0 %. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. Headquartered in Plymouth, Michigan, Plastipak Holdings, Inc. is a family-owned global manufacturer and recycler of plastic packaging containers and preforms used in the beverage, food, consumer cleaning, personal care, industrial, and automotive end markets. The Young family owns approximately 90% of total outstanding stock with the balance owned by senior management. The company generated about $3.8 billion of revenue for the twelve months that ended July 2022. PROFESSIONAL DIVERSITY: Posts $959,500 Net Loss in Third Quarter ---------------------------------------------------------------- Professional Diversity Network, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the company of $959,500 on $2.11 million of total revenues for the three months ended Sept. 30, 2022, compared to a net loss attributable to the company of $80,562 on $1.68 million of total revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss attributable to the company of $1.57 million on $6.36 million of total revenues compared to a net loss attributable to the company of $1.48 million on $4.63 million of total revenues for the same period a year ago. "We believe that the services that we provide to our customers, in all our business lines, continue to represent discretionary spending items and through the second and third quarters of fiscal 2022, these services have been scrutinized by the consumer as a result of the financial and economic impact of the current economy, as well as lingering effects of COVID-19. The entire industry has been affected in some way. However, the need for diversification in the workforce will continue, it's just a matter of waiting out these economic situations," said Adam He, CEO of Professional Diversity Network, in a press release. "We look forward to a historically stronger fourth quarter and we are prepared to meet the market demand as our clients begin budgeting processes for their fiscal 2023 needs. We still maintain focused on building up core operations, capitalizing on strategic opportunities, and maximizing shareholder value." As of Sept. 30, 2022, the Company had $7.07 million in total assets, $4.38 million in total liabilities, and $2.68 million in total stockholders' equity. At Sept. 30, 2022, the Company's principal sources of liquidity were its cash and cash equivalents. The Company had an accumulated deficit of $(97,351,520) at Sept. 30, 2022. During the three and nine months ended Sept. 30, 2022, the Company generated a loss from continuing operations, net of tax, of $(1,095,240) and $(2,037,701). During the nine months ended Sept. 30, 2022, the Company used cash in continuing operations of $1,393,734. The Company had a working capital surplus from continuing operations of approximately $128,000 and $834,000 at Sept. 30, 2022 and Dec. 31, 2021. The Company said these conditions raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. Professional Diversity said in the SEC filing that, "Management believes that its available cash on hand and cash flow from operations should be sufficient to meet our working capital requirements for the fiscal period ending December 31, 2022, however in order to accomplish our business plan objectives, the Company will need to continue its cost reduction efforts, increase revenues, and raise capital through the issuance of common stock, or through a strategic merger or acquisition. There can be no assurances that our business plans and actions will be successful, that we will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources in the future or require an acceleration of plans to conserve liquidity. Future efforts to improve liquidity through the issuance of our common stock may not be successful, or if available, they may not be available on acceptable terms." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1546296/000149315222031802/form10-q.htm About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse individuals. Professional Diversity reported a net loss of $2.76 million for the year ended Dec. 31, 2021, a net loss of $4.35 million for the year ended Dec. 31, 2020, compared to a net loss of $3.84 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $8.15 million in total assets, $5.56 million in total liabilities, and $2.59 million in total stockholders' equity. As of June 30, 2022, the Company had $6.88 million in total assets, $4.34 million in total liabilities, and $2.55 million in total stockholders' equity. Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor since 2018, in its report dated March 31, 2022, citing that the Company has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PURIFYING SYSTEMS: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- Purifying Systems, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to pay the reasonable, necessary, and ordinary expenses of operating its business. The reason for filing the present bankruptcy was to stop a levy initiated by Westech Engineering, LLC, a judgment lienholder, and to help the Debtor restructure and reduce its obligations. The Debtor is confident it can enter into plan treatment stipulations with its creditors. The Debtor currently has several pending projects and is considering changing its working model to focus primarily on marketing to target the commercial sector that will net the Debtor the income necessary to support a feasible reorganization plan. On September 2016, the Debtor obtained a $1.178 million SBA loan from Wells Fargo Bank, N.A. The Wells Fargo Loan is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with the California Secretary of State on September 29, 2016. Pursuant to the terms of the loan agreement with Wells Fargo, the Debtor is required to pay the monthly payments of approximately $13,044. Based on the valuation of Debtor's assets, which shows the assets valued at roughly $176,169, Wells Fargo's claim is secured up to the value of the collateral. The Debtor proposes to start making adequate protection payments to Wells Fargo in the amount of $3,000 effective December 1, 2022, upon obtaining the Court's order on the Debtor's cash collateral motion. On January 20, 2017, the Debtor entered into an agreement with Fleets to purchase the PSI business that Debtor currently operates, and executed a secured promissory note in favor of Fleets for $279,500. Fleets are secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State on January 20, 2017. Since Fleets are in the second position, and based on the valuation of the Debtor's assets are fully undersecured, the Debtor is not proposing any adequate protection payments to Fleets. On July 20, 2020, the Debtor executed loan documents with the SBA for a $500,000 Economic Injury Disaster Loan. The SBA is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State on July 20, 2020. The balance owed to the SBA as of the petition date is $530,847. Westech Engineering, LLC filed a Notice of Judgment Lien with the California Secretary of State on April 8,2022, for $12,495.03. On November 1, 2022, OnDeck Capital filed a UCC Financing Statement with California Secretary of State, with an estimated claim amount of $79,496.55 as of the petition date. The Debtor is not proposing adequate protection payments to these creditors. The Debtor contends the Secured Creditors' interests are safeguarded by the value of the Debtor's assets, based on the priority in which the Secured Creditors filed their UCC Financing Statements and/or Notice of Judgment Lien, and by the monthly adequate protection payment proposed by the Debtor to Wells Fargo, which is the first position secured lienholder. The Debtor has no reason to believe the value of cash, equipment, and other tangible property are declining. A copy of the motion is available at https://bit.ly/3gyDlvX from PacerMonitor.com. About Purifying Systems, Inc. Purifying Systems, Inc. provides equipment for any water treatment, from water softeners and chemical pumps to reverse osmosis units. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-16301) on November 16, 2022. In the petition signed by Jaime I. Magana, secretary, the Debtor disclosed up to $500,000 in assets. Judge Barry Russell oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. RAGSTER INVESTMENT: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- Ragster Investment Group, Inc. asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral in accordance with the proposed budget. The Debtor has an immediate need to use the cash collateral of VFS US, LLC, Sumitomo Mitsui Finance & Leasing Co., Ltd., BMO Harris Bank, N.A., and Quantum 222 Trust, the Debtor's secured creditors claiming liens on the Debtor's personal property including cash and accounts. The Debtor can adequately protect the interests of the Secured Lenders as set forth in the proposed Interim Order for Use of Cash Collateral by providing the Secured Lenders with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. The cash collateral will be used to continue the Debtor's ongoing operations. The Debtor asserts it has no outside sources of funding available to it and must rely on the use of cash collateral to continue its operations. A copy of the motion is available at https://bit.ly/3VnxZ5u from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3guUlmR from PacerMonitor.com. The Debtor projects $51,000 in net income for two weeks. About Ragster Investment Group, Inc. Ragster Investment Group, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Baknr. N.D. Tex. Case No. 22-42825) on November 22, 2022. In the petition signed by Timothy Ragster, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Edward L. Morris oversees the case. Joyce Lindauer, Esq., at JOYCE W. LINDAUER ATTORNEY, PLLC, is the Debtor's legal counsel. RARE HTX: Seeks to Hire Troy J. Wilson as Bankruptcy Counsel ------------------------------------------------------------ Rare HTX, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Troy Wilson, Esq., an attorney practicing in Richmond, Texas, to handle its Chapter 11 case. Mr. Wilson will render these services: (a) advise the Debtor of its rights, duties and powers; (b) prepare and file legal papers; (c) represent the Debtor at all hearings, conferences, trials, and other proceedings in the Chapter 11 case; (d) perform such other legal services as may be necessary in connection with the case; and (e) prosecute emergency matters that may occur post-petition. Mr. Wilson will be billed at an hourly rate of $550. The attorney disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Troy J. Wilson, Esq. 8019 West Grand Parkway South, #144 Richmond, TX 77407 Telephone: (281) 670-7557 Email: tjwlaw777@yahoo.com About Rare HTX Rare HTX, LLC sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-32880) on Sept. 30, 2022, with as much as $1 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Troy J. Wilson, Esq., serves as the Debtor's legal counsel. ROSAMUND 5 PROPERTIES: Court OKs Interim Cash Collateral Access --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California authorized Rosamond 5 Properties, LLC to use cash collateral on an interim basis in accordance with its agreement with Grimm Investments, LLC. The Lender claims to hold first position deeds of trust on the Debtor's properties, securing a Note in the original principal amount of $2.2 million. The Lender also claims that this debt is additionally secured by an Assignment of Rents contained in the Deed of Trust which was recorded in the Official Records of the San Diego County Recorder's Office on April 14, 2017, as Recorders No. 2017-0167707, and in the Official Records of the Kern County Recorder's Office on April 14, 2017, as Recorders No. 000217047235. The Debtor disputes the validity of the Note and Deeds of Trust. The parties agree that the Debtor may use cash collateral in these amounts: 818 Palm: For Repairs and maintenance $150.00 per month; For Insurance $250.51 per month For Utilities $61.54 per month 818 Palm Total $462.05 per month 830-850 Palm: For Repairs and maintenance $500.00 per month; For Insurance $250.51 per month For Supplies $100.00 per month For Utilities $8,476.11 per month For Park Billing $72.00 per month 830-850 Palm Total $9,398.62 per month Rosamond: For Repairs and maintenance $100.00 per month; For Insurance $90.33 per month For Utilities $445.53 per month Rosamond Total $635.86 per month The Debtor will maintain properly, casualty, and liability insurance coverage with respect to the Properties. The Debtor will promptly furnish the Lender with proof of insurance, and provide evidence that the Lender has been included on the policy as an additional loss payee. In the event that the agreed-upon coverage is allowed to lapse for any reason. The Lender may force-place insurance coverage. In the event that Lender obtains force-placed insurance coverage, it will constitute an event of default under the Stipulation. As and for partial adequate protection for the use of Lender's claimed cash collateral, the Lender is granted a conditional replacement lien on assets of the same like and kind, and with the same priority as its prepetition security interests, specifically including future rents, issues and profits generated by the Property. However, the validity of the replacement lien is subject to resolution of the issues to be litigated as to the validity of the Lender's lien. These events constitute an Event of Default: a. Entry of an order by Ihe Bankruptcy Court converting or dismissing the Bankruptcy Case; b. Entry of an order by the Bankruptcy Court appointing a Chapter 11 trustee in the Bankruptcy Case; c. Entry of an order granting Lender relief from the automatic stay; d. Noncompliance by Debtor with any of the express terms or provisions of the Stipulation; e. The Debtor supports any action that could result in: (i) expenditures materially different than set forth in the Budget; or (ii) the "surcharge" or similar rights against Lender pursuant to Section 506(c); f. The Debtor knowingly furnishes or knowingly makes a false, inaccurate, or materially incomplete representation, warranty, certificate, report, or summary in connection with or pursuant to the Stipulation. A copy of the order is available at https://bit.ly/3OyaeW4 from PacerMonitor.com. About Rosamond 5 Properties LLC Rosamond 5 Properties LLC is a limited liability company in California. Rosamond 5 Properties LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-02483) on September 25, 2022. In the petition filed by Patrick Kealy, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Judge Christopher Latham oversees the case. The Debtor is represented by Michael R. Totaro, Esq., at Totaro & Shanahan. ROYAL CARIBBEAN: Egan-Jones Retains B- Sr. Unsecured Debt Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on November 14, 2022, retained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Royal Caribbean Cruises Ltd. EJR also retained 'B' rating on commercial paper issued by the Company. Headquartered in Miami, Florida, Royal Caribbean Cruises Ltd. operates as a global cruise company operating a fleet of vessels in the cruise vacation industries. SCOTTS MIRACLE-GRO: Egan-Jones Cuts Unsecured Debt Ratings to BB ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by The Scotts Miracle-Gro Co to BB from BBB-. The Scotts Miracle-Gro Company is an American multinational corporation headquartered in Marysville, Ohio, where O.M. Scott began selling lawn seed in 1868. The company manufactures and sells consumer lawn, garden, and pest control products. In the U.S., the company manufactures Scotts, Miracle-Gro and Ortho brands. SENIOR CARE: Wins Cash Collateral Access Thru Jan 2023 ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Senior Care Living VII, LLLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor is permitted to use cash collateral until the earlier of January 8, 2023, or the occurrence of a Termination Event, but only on the terms of the Interim Order. The Debtor's cash collateral access will be limited solely to the amounts, times, and categories of expenses listed in the Budget. Validus Senior Living will remain as manager of the Debtor's assisted living facility. As adequate protection of the Trustee's interests in its collateral, the Trustee will have a valid, perfected, and enforceable replacement lien and security interest in all assets of the Debtor existing on or after the Petition Date of the same type as set forth in the Bond Documents. The Debtor will provide, or will cause Validus to provide, the Trustee with (a) a weekly census of residents residing at the ALF and (b) a weekly summary of all receipts and disbursements as compared to the Budget. The Weekly Reporting will be provided to the Trustee by 5 p.m. E.T. on the second business day of each week with respect to the week ending the prior Friday. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Trustee. The Debtor will provide proof of insurance upon written request. A Termination Event will be deemed to have occurred three days after written notice sent by the Trustee to the Debtor, its counsel, and the United States Trustee of the occurrence of any of the following pursuant to the Order: a. The Debtor fails to comply with the Budget (subject to the Permitted Variance) and terms governing the Budget; b. The Debtor terminates Validus as manager of the ALF and/or fails to satisfy its postpetition payment obligations to Validus; or c. The Debtor fails to comply with, keep, observe, or perform any of its agreements or undertakings under the Interim Order. A further hearing on the matter is scheduled for January 9, 2023 at 1:30 p.m. A copy of the order is available at https://bit.ly/3VB5kKD from PacerMonitor.com. About Senior Care Living VII Senior Care Living VII, LLC sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 22-00103) on Jan. 10, 2022, listing up to $50 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Michael C. Markham, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, is the Debtor's legal counsel while SC&H Group, Inc. serves as the Debtor's financial advisor. SENTIENT BUILDINGS: Seeks to Hire Kirby Aisner & Curley as Counsel ------------------------------------------------------------------ Sentient Buildings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kirby Aisner & Curley, LLP as its counsel. The firm will render these legal services: (a) advise the Debtor with respect to its powers and duties in the continued management of its property and affairs; (b) negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps to effectuate such a plan; (c) prepare legal papers; (d) appear before the bankruptcy court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the court; (e) attend meetings and negotiate with representatives of creditors and other parties in interest; (f) advise the Debtor in connection with any potential refinancing of secured debt; (g) represent the Debtor in connection with obtaining post-petition financing, if necessary; (h) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (i) perform all other legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Partners $450 - $550 Associates $295 Paraprofessionals $150 In addition, the firm will seek reimbursement for expenses incurred. On Nov. 9, the firm received $36,738 from the Debtor in connection with its Chapter 11 case. Dawn Kirby, Esq., an attorney at Kirby Aisner & Curley, 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: Dawn Kirby, Esq. Kirby Aisner & Curley, LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Telephone: (914) 401-9500 Email: dkirby@kacllp.com About Sentient Buildings Sentient Buildings, LLC provides both the technologies and managed services to create "points" in a building using sensors and other devices to monitor and control all systems, including lighting and energy consumption, from the central system down to the zone and individual level. The company is based in Tarrytown, N.Y. Sentient Buildings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22861) on Nov. 14, 2022. In the petition signed by its chief executive officer, David Unger, the Debtor disclosed $1,349,035 in total assets and $2,908,445 in total liabilities. Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP serves as the Debtor's counsel. SIRIUS XM: Egan-Jones Retains 'BB+' Sr. Unsecured Debt Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, retained the 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Sirius XM Holdings Inc. Headquartered in New York, New York, Sirius XM Holdings Inc. broadcasts various channels of audio from its satellites. STAUNTON AREA: Seeks Cash Collateral Access ------------------------------------------- Staunton Area Ambulance Service asks the U.S. Bankruptcy Court for the Central District of Illinois for authority to use cash collateral in accordance with the proposed budget. The Debtor requires the use of the cash collateral to continue its business operations and pay its regular daily expenses, including employees' wages, utilities, and other costs of doing business. The Debtor is indebted to Bank of Springfield in the approximate amount of $473,700. Additionally, through review of UCC records, it is possible that the Debtor is indebted to Zoll Medical Corporation and Stryker Finance for an unknown sum. The Debtor does not believe the creditors have an interest in the cash collateral but is providing notice out of an abundance of caution. The Debtor further contends the interests of BOS, Stryker, and Zoll in the cash collateral are adequately protected. To the extent the BOS, Stryker, and Zoll have valid security interests in the cash collateral, adequate protection will be provided to them though the granting of replacement liens in any prepetition assets which were subject to their liens to the same extent, validity, priority, perfection, and enforceability as their interests in any assets to the extent of any diminution in value. A copy of the Debtor's motion and budget is available at https://bit.ly/3GGX6wg from PacerMonitor.com. The Debtor projects $29,199 in total expenses for the period from November 21 to 30, 2022. About Staunton Area Ambulance Service Staunton Area Ambulance Service is a tax-exempt ambulance service provider in Staunton, Illinois. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Ill. Case No. 22-70777) on November 21, 2022. In the petition signed by Dean DeVries, president, the Debtor disclosed $1,641,287 in total assets and $473,700 in total liabilities. Judge Mary P. Gorman oversees the case. Robert E. Eggmann, Esq., at Carmody Macdonald P.C., is the Debtor's legal counsel. STORED SOLAR: Seeks Cash Collateral Access, $6.9MM DIP Loan ----------------------------------------------------------- Anthony J. Manhart, the Chapter 11 trustee of Stored Solar Enterprises, Series LLC, asks the U.S. Bankruptcy Court for the District of Maine for entry of an order approving a stipulation concerning senior secured postpetition financing and use of cash collateral. To move the case forward on a consensual basis, the Official Committee of Unsecured Creditors and Hartree Partners, LP agreed in a stipulation to the appointment of a chapter 11 trustee, subject to certain agreements relating to a sale process and the relief sought in the DIP Motion. The amendments included a number of milestones, which, if not met, would result in the automatic conversion of the case to chapter 7 of the Bankruptcy Code. One milestone requires entry of a final DIP order in respect of the postpetition financing provided by Hartree by November 23. On November 4, 2022, the Court entered the Order Approving Stipulation Between the Official Committee of Unsecured Creditors and Hartree Partners, LP approving the agreement between the Committee and Hartree and amending the Interim DIP Order to, inter alia, provide that the postpetition financing from Hartree as approved in the Interim DIP Order and amended by the Trustee Appointment Stipulation would mature if a Final DIP Order is not entered on or before November 23. After extensive discussions, the Trustee, the Committee and Hartree have reached an agreement with respect to postpetition financing, use of cash collateral, and the granting of security interests to Hartree as the postpetition financing lender. The parties' Stipulation provides: a. The Stipulation as signed and entered by the Bankruptcy Court will operate as the Final DIP Order required to be entered by the Final DIP Order Milestone; b. The Trustee will be authorized to obtain senior secured postpetition financing in an aggregate principal amount of up to $6.988 million from Hartree pursuant to the terms and conditions set forth in the Motion, the DIP Financing Term Sheet, the Stipulation, and the credit agreement in respect of the Postpetition Financing; c. Hartree, as lender of the Postpetition Financing, will be granted valid, enforceable, non-avoidable, automatically and properly perfected security interests in and liens on all of the Debtor's and the Debtor's estate's right, title and interest in assets and property (whether tangible, intangible, real, personal, or mixed), regardless of where located, before or after the Petition Date, together with all products, offspring, profits, proceeds, accessions to, substitutions and replacements for such assets and property, including, without limitation, cash collateral, to secure all indebtedness and obligations under the Postpetition Financing and the Stipulation, as entered by the Court; d. Hartree, as lender of the Postpetition Financing, will be granted allowed superpriority administrative expense claims on account of and with respect to the Postpetition Financing; and e. The Trustee will be authorized to use cash collateral and to grant adequate protection to Hartree (in its capacity as lender under the Secured Note) on account of such use. A copy of the motion is available at https://bit.ly/3tR6iGH from PacerMonitor.com. About Stored Solar Enterprises, Series LLC Stored Solar Enterprises, Series LLC owns and operate seven biomass-fueled, renewable energy generating facilities located in Maine, Massachusetts and New Hampshire. The Plants produce electric energy which is transmitted into, and earns payments from, the ISO New England power grid. Stored Solar has 87 employees. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Maine Case No. 22-10191) on September 14, 2022. In the petition signed by William Harrington, manager, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Michael A. Fagone oversees the case. George J. Marcus, Esq., at Marcus Clegg, is the Debtor's counsel. The counsel to Hartree Partners, LP is James S. LaMontagne, Esq., at SHEEHAN PHINNEY BASS & GREEN PA and Evan R. Fleck, Esq., Michael Price, Esq., and Alexander B. Lees, Esq., at MILBANK LLP. SUPREME WORX: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Supreme Worx, LLC, d/b/a Supreme Pools to use cash collateral on an interim basis in accordance with the budget. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) such additional amounts as may be expressly approved in writing by Global Merchant. As adequate protection, the Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A hearing on the matter is set for December 8, 2022 at 10:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3tSgxuj from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $10,831 for the week of November 7, 2022; $30,728 for the week of November 14, 2022; $17,040 for the week of November 21, 2022; $27,040 for the week of November 28, 2022; and $18,040 for the week of December 5, 2022. About Supreme Worx LLC Supreme Worx LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:22-bk-04035) on November 11, 2022. In the petition filed by Raymond Torres, managing member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, is the Debtor's legal counsel. TATOOSH DISTILLERY: Gets OK to Hire Vortman & Feinstein as Counsel ------------------------------------------------------------------ Tatoosh Distillery, LLC received approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Vortman & Feinstein as its legal counsel. Vortman & Feinstein will render these services: (a) take all actions necessary to protect and preserve the Debtor's bankruptcy estate; (b) prepare legal papers; (c) negotiate with creditors concerning a Chapter 11 plan; and (d) provide such other legal advice or services as may be required in connection with the Debtor's Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Larry B. Feinstein, Esq. $425 Kathryn P. Scordato, Esq. $350 The firm received the sum of $13,000 prior to the Debtor's bankruptcy filing. Kathryn Scordato, Esq., an attorney at Vortman & Feinstein, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathryn P. Scordato, Esq. Vortman & Feinstein 2033 6th Avenue, Ste. 251 Seattle, WA 98121 Telephone: (206) 223-9595 Email: kpscordato@gmail.com About Tatoosh Distillery Tatoosh Distillery, LLC filed a voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-11693) on Oct. 19, 2022, with as much as $1 million in both assets and liabilities. Virginia Andrews Burdette has been appointed as Subchapter V trustee. Judge Marc Barreca oversees the case. Kathryn P. Scordato, Esq., at Vortman & Feinstein serves as the Debtor's legal counsel. TENNECO INC: Fitch Lowers LongTerm IDR to 'B', Outlook Stable ------------------------------------------------------------- Fitch Ratings has downgraded Tenneco Inc.'s Long-Term Issuer Default Rating (IDR) to 'B' from 'B+' and has removed company's ratings from Rating Watch Negative. In addition, Fitch has assigned a 'B' rating and simultaneously withdrawn the Long-Term IDR on Pegasus Merger Co. The rating actions follow the closing of Tenneco's acquisition by funds affiliated with Apollo Global Management, Inc. Pegasus was the Apollo entity that merged with and into Tenneco to effectuate the acquisition, with Tenneco as the surviving entity. Following the acquisition, Fitch has also withdrawn Tenneco's previous security ratings, including its revolver, term loan, secured notes and senior unsecured notes ratings. In conjunction with the acquisition closing, Tenneco's previous secured revolver has been terminated, and its term loans have been repaid. Tenneco has fully redeemed its existing senior unsecured notes, and all but a de minimis amount of Tenneco's senior secured notes were tendered in a tender. Tenneco has called the remaining senior secured notes for redemption on Nov. 27, 2022. The company has deposited with the trustee sufficient funds in trust to pay all obligations related to the redemption. Tenneco is now the borrower/obligor for the new debt raised by Pegasus, and Fitch has assigned final ratings to these securities. This includes a secured revolver rating of 'BB-'/'RR2', a secured term loan rating of 'BB-'/'RR2', a secured note and bridge loan rating of 'BB-'/'RR2' and a senior unsecured note and bridge loan rating of 'CCC+'/'RR6'. The Rating Outlook is Stable. Fitch's ratings apply to a $600 million secured revolving credit facility, a $1.3 billion secured term loan A, $1.4 billion secured term loan B, a $1.75 billion senior secured bridge loan, and a $1.0 billion senior unsecured bridge loan. Fitch expects Tenneco's underwriters to replace the multi-year bridge loans with notes with substantially the same terms and conditions as the existing secured and unsecured notes. Pegasus' Long-Term IDR has been withdrawn due to a reorganization of the entity. Tenneco's previous security ratings have been withdrawn due to the debt having been repaid or defeased. KEY RATING DRIVERS Ratings Overview: Tenneco's IDR reflects its post-acquisition credit profile. The company's leverage has increased upon the closing of the acquisition and the refinancing of its capital structure. However, Fitch expects the company could have options to accelerate debt reduction over the intermediate term as it realizes incremental benefits from its expected cost savings initiatives. The IDR also incorporates the inherent risks and cyclicality of the global auto supply industry, including risks of longer-term technological change, as approximately 35% of Tenneco's value-added revenue is related to light vehicle internal combustion engine (ICE) products. That said, Fitch expects demand for ICE-related products to remain relatively solid over the intermediate term, while the cash they generate will provide Tenneco with resources to invest in growth technologies. Fitch also expects demand for emission control equipment to grow in the global commercial truck and off-highway sectors as emission regulations for covering those engines continue to tighten. Apollo Acquisition: In February 2022, Tenneco entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo in an all-cash transaction that valued the company at an enterprise value of about $7.1 billion. The acquisition will allow Tenneco to continue restructuring its business without the complexities of operating as a public company, and Apollo has identified additional cost savings initiatives that will help to grow margins over the next several years. Profit Improvement Initiatives: In addition to Tenneco's existing Accelerate+ plan, which reduced run-rate annual costs by $265 million by YE 2021, the company has identified an incremental $400 million of run-rate cost savings that it plans to implement over the next two years. The most significant cost savings will come from improving direct material cost pass-throughs and increasing manufacturing efficiencies. Other savings will come from optimizing overhead costs and increasing productivity, as well as eliminating public company costs. The cost to implement the savings is estimated at about $300 million. If the initiatives are successful, Fitch expects Tenneco's margins will improve, and the savings could help to mitigate potential pressures on the business resulting from weakening macroeconomic conditions. Potential FCF Growth: Fitch expects FCF (based on Fitch's calculations) could grow over the next several years if Tenneco realizes benefits from its cost savings initiatives. FCF over the intermediate term will benefit from actions the company has taken over the past couple of years to manage working capital and improve capex efficiency. However, higher cash interest costs related to the new debt, as well as costs to attain the aforementioned cost savings, will offset a portion of these benefits in the near term. Fitch expects capex to run at about 2% of gross revenue going forward, down from historical levels closer to 4%, as the company focuses on improved capital utilization. Going forward, Fitch expects Tenneco to generate low-single digit value-added FCF margins once operating conditions stabilize. Elevated Initial Leverage: Tenneco's gross leverage has risen following the closing of the acquisition, with debt over $400 million higher than the company's existing debt at Sept. 30, 2022. As such, Fitch expects gross EBITDA leverage (debt, including off-balance sheet factoring/EBITDA), based on Fitch's calculations, to be in the mid-6x range at YE 2022. Fitch expects leverage to decline over the next couple of years if the company's cost savings initiatives are successful and EBITDA rises. A substantial portion of the new debt is in the form of pre-payable term loans, which could also provide the company with flexibility to reduce leverage more quickly. Reduced Liquidity: With the new revolver sized at only $600 million, Tenneco has materially less liquidity following the acquisition. The company's prior revolver was $1.5 billion. Although the size of the new revolver will be adequate to help the company manage a period of moderate stress in its business, it could become more concerning in a severe economic downturn. Concerns about the smaller revolver could be mitigated somewhat if Tenneco chooses to carry larger cash balances going forward. DERIVATION SUMMARY Tenneco has a relatively strong competitive position focusing on powertrain, clean air and ride performance technologies for original equipment manufacturers (OEMs) of passenger vehicles, commercial vehicles and off-road equipment. It also has a large presence in branded automotive aftermarket parts and components. The company's Tier 1 technologies are likely to grow in demand over the intermediate term as OEMs increasingly focus on ways to improve powertrain fuel efficiency, reduce emissions and improve vehicle ride quality. At the same time, the company's aftermarket business insulates it somewhat from the heavier cyclicality of the Tier 1 business while providing growth opportunities as the on-road vehicle fleet ages in both developed and developing markets. Although the company's clean air and powertrain businesses will likely be pressured over the longer term as the global auto industry increasingly focuses on electrification, in the intermediate term, tightening emissions regulations in the global commercial truck and off-highway sectors will likely drive increased demand for Tenneco's emission control products for internal combustion engines. In addition, growing demand for increasingly sophisticated suspensions is likely to result in higher demand for the ride control business' more profitable active suspension systems. However, compared with auto suppliers that focus on high-technology, software-based vehicle safety and automation systems, such as Aptiv PLC (BBB/Stable) or Visteon Corporation, Tenneco's business remains more tied to engine and suspension products that affect vehicle performance characteristics. Tenneco is among the largest U.S. auto suppliers, but it is smaller than the largest global auto suppliers, such as Continental AG (BBB/Stable), Magna International Inc. or Robert Bosch GmbH (A/Stable). Over the intermediate term, Fitch expects Tenneco's margins to be roughly consistent with issuers in the 'BB' range. However, they will be pressured in the near to intermediate term by weaker macro conditions. Fitch expects Tenneco's credit protection metrics, particularly leverage and coverage, will be more consistent with a 'B'-range IDR for an extended period. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Global light vehicle production rises about 3% in 2022, with a further modest recovery in production seen in subsequent years as an improving supply chain is partially offset by weaker macro conditions in the U.S. and Europe; - EBITDA margins rise over the next several years on higher business levels, cost savings initiatives and a more stable operating environment; - Capex runs at about 2% of revenue over the next several years; - The FCF margin is slightly negative in 2022, then it turns positive and grows in subsequent years as the global production environment stabilizes and the company achieves cost savings benefits; - The company maintains a solid liquidity position over the next several years, including cash and credit facility availability. KEY RECOVERY RATING ASSUMPTIONS - The recovery analysis assumes that Tenneco would be reorganized as a going-concern in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach Tenneco's recovery analysis estimates a GC EBITDA at $1.18 billion, which reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the valuation of the company would be based following a hypothetical default. The sustainable, post-reorganization EBITDA is for analytical valuation purposes only and does not reflect a level of EBITDA at which Fitch believes the company would fall into distress. The GC EBITDA considers Tenneco's customer supply agreements with most major global OEMs, with its products embedded in the powertrains and suspension systems of many global vehicles; the critical nature of its emission control technologies; and the less-cyclical nature of its branded aftermarket products. The $1.18 billion ongoing EBITDA assumption is 2.6% above Tenneco's actual EBITDA of $1.14 billion (according to Fitch's calculations) in 2021. Fitch has used a 5.0x multiple to calculate a post-reorganization valuation. According to the "Automotive Bankruptcy Enterprise Values and Creditor Recoveries" report Fitch published in January 2022, 52% of auto-related defaulters had exit multiples above 5.0x, with 30% in the 5.0x to 7.0x range. However, the median multiple observed across 23 bankruptcies was only 5.1x. Within the report, Fitch observed that 87% of the bankruptcy cases analyzed were resolved as a GC. Automotive defaulters were typically weighed down by capital structures that became untenable during a period of severe demand weakness, either due to economic cyclicality or the loss of a significant customer, or they were subject to significant operational issues. Fitch utilizes a 5.0x enterprise value (EV) multiple based on Tenneco's global market position, including its position as a supplier to a number of top global vehicle platforms, and the non-discretionary nature of its aftermarket products. For comparison, Apollo's purchase price for Tenneco implies an EV of about 4.6x Tenneco's LTM pro forma EBITDA (according to Apollo's EBITDA calculation) as of March 31, 2022. Consistent with Fitch's criteria, the recovery analysis assumes that off-balance-sheet factoring is replaced with a super-senior facility that has the highest priority in the distribution of value. Fitch also assumes a full draw on the company's proposed $600 million secured revolver. The revolver, secured term loans and secured notes/bridge loans receive second priority in the distribution of value after the factoring. As such, the first lien secured debt, excluding factoring, totals about $5.05 billion, which results in a Recovery Rating of 'RR2' with a waterfall generated recovery computation (WGRC) in the 71%-90% range. The $1.0 billion of senior unsecured notes/bridge loans have the lowest priority in the distribution of value. This results in a Recovery Rating of 'RR6' with a WGRC in the 0%-10% range, owing to the significant amount of secured debt positioned above it in the hierarchy. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Realization of the company's $400 million cost savings target; - A sustained value-added FCF margin of 0.5% on a consistent basis; - Sustained decline in gross EBITDA leverage to 4.0x; - Sustained increase in EBITDA interest coverage above 4.0x and FFO interest coverage above 3.0x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Liquidity pressure arising as a result of the company's smaller revolver; - Sponsor-initiated actions that reduce the company's financial flexibility; - A sustained negative value-added FCF margin; - Sustained gross EBITDA leverage above 5.0x without a clear path to de-levering; - Sustained EBITDA interest coverage below 2.5x and FFO interest coverage below 1.5x. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects Tenneco to maintain adequate liquidity going forward. As of Sept. 30, 2022, the company had $415 million of unrestricted cash and cash equivalents (excluding Fitch's adjustments for not readily available cash) and about $1.4 billion of availability on its previous secured revolver after accounting for $39 million outstanding borrowings and $69 million of LOCs. As part of the refinancing of the company's capital structure, Tenneco has replaced the previous $1.5 billion revolver with a $600 million facility. Despite having a smaller revolver, Fitch expects Tenneco to have adequate liquidity to meet its financial obligations. Following the acquisition and the changes to its capital structure, Tenneco has no significant debt maturities until 2028, when its secured notes and the majority of its secured term loans mature. That said, the new secured revolver matures in 2027. According to its criteria, Fitch has treated $320 million of Tenneco's cash and cash equivalents as not readily available for purposes of calculating net metrics. This is based on Fitch's estimate of the amount of cash the company needs to keep on hand to cover seasonality in its business. Debt Structure: Following the overhaul of its capital structure, Tenneco's debt primarily consists of $2.7 billion of borrowings on its new secured term loans, a $1.75 billion bridge loan, and a $1.0 billion senior unsecured bridge loan. Fitch expects the bridge loans to be replaced by notes with similar terms and conditions as market conditions improve. In addition to its balance sheet debt, Fitch expects Tenneco to continue with about $1.0 billion to $1.3 billion of off-balance sheet factoring that Fitch treats as debt. As of Sept. 30, 2022, Tenneco had $1.1 billion of off-balance sheet factoring outstanding. Tenneco's off-balance sheet factoring includes the effect of supply-chain financing programs with some of the company's aftermarket customers with whom it has entered into extended payment terms. If the financial institutions involved in these programs were to curtail or end their participation, Tenneco might need to borrow from its revolver to offset the effect, but it could also mitigate at least a portion of the effect by exercising its contractual right to shorten the payment terms with these particular aftermarket customers. ISSUER PROFILE Tenneco is a global automotive supplier that sells products to both original equipment manufacturers and the automotive aftermarket. Key products include systems and components related to emissions control, powertrains, ride control, noise/vibration/harshness and braking. ESG CONSIDERATIONS Tenneco, Inc. has an ESG Relevance Score of '4' [+] for GHG Emissions & Air Quality due to the company's positioning as a top supplier of products that reduce vehicle emissions from internal combustion engines, which has a positive impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Tenneco previously had an ESG Relevance Score of '4' for Management Strategy due to the complexity of the company's strategy to merge with Federal-Mogul and then split into two companies, which had a negative impact on the credit profile, and was relevant to the ratings in conjunction with other factors. Following its acquisition by Apollo, Fitch expects that strategy will be somewhat less likely. As such, Fitch has revised the ESG Relevance Score for Management Strategy to '3' from '4'. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Pegasus Merger Co. LT IDR B New Rating B(EXP) LT IDR WD Withdrawn B senior unsecured LT CCC+ New Rating RR6 CCC+(EXP) senior secured LT BB- New Rating RR2 BB-(EXP) Tenneco, Inc. LT IDR B Downgrade B+ senior unsecured LT WD Withdrawn B- senior secured LT WD Withdrawn BB TEVA PHARMACEUTICAL: Egan-Jones Retains 'B' Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on November 11, 2022, retained the 'B' foreign currency and local currency senior unsecured ratings on debt issued by Teva Pharmaceutical Industries Ltd. Teva Pharmaceutical Industries Ltd. is an Israeli multinational pharmaceutical company with headquarters in Tel Aviv, Israel. TINKER FEDERAL: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: Tinker Federal Credit Union 4140 W. I-40 Service Road Oklahoma City, OK 73108 Case No.: 22-12739 Type of Debtor: Credit union Involuntary Chapter 11 Petition Date: November 23, 2022 Court: United States Bankruptcy Court Western District of Oklahoma Petitioner's Counsel: Internal Revenue Service 1111 Constitution Avenue NW Washington, DC 20224 Tel: 405-982-6604 A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NNLWU4Q/Tinker_Federal_Credit_Union__okwbke-22-12739__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Sara Liggins Revocable $84,009 Living Trust 2304 West Hefner Rd Unit 20434 Oklahoma City, OK 73156 Sara Liggins Revocable $22,310 Living Trust Sara Liggins Revocable - Living Trust TRADER CORP: S&P Places 'B' ICR on Watch Neg. on Refinancing Risk ----------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Trader Corp., including its 'B' issuer credit rating on the company, on CreditWatch with negative implications. S&P also revised its liquidity assessment on Trader to less than adequate from adequate. The CreditWatch placement reflects the possibility that we would likely lower our ratings on Trader if the company is unable to address the refinancing of its upcoming maturities within the next three months. Absent refinancing, the near-term maturity of the revolver and first-lien term loan leads to less than adequate liquidity over the next 12 months. The CreditWatch placement reflects the refinancing risk that Trader faces with its upcoming debt maturities given current weak market conditions and rising interest rates. The company's C$677 million senior secured first-lien term loan outstanding (as of third-quarter fiscal 2022) is current and matures in September 2023. In addition, Trader's C$50 million senior secured revolving credit facility (undrawn) expires on March 28, 2023. S&P said, "Although Trader generated about C$50 million-C$60 million of free cash flow through September 2023 and maintains a sizable cash balance of about C$135 million (as of third-quarter 2022), we don't forecast it will have sufficient sources of liquidity to repay the term loan. Trader needs to access the debt capital market to refinance upcoming maturities; any difficulties in refinancing will pressure liquidity. Therefore, we have revised downward our liquidity score to less than adequate from adequate." Notwithstanding the approaching maturities, Trader is expected to maintain steady credit measures. Trader's operating performance has been stable and in line with our expectations. S&Ps aid, "With about 8% year-over-year revenue growth and S&P Global Ratings-adjusted EBITDA margins of about 40%-45% (year to date in 2022), we believe the company should be able to navigate recent industry challenges, such as inventory constraints following original equipment manufacturer production delays. Although refinancing in a rising interest rate environment will likely increase Trader's cost of borrowing, we expect the company's free cash flow generation will be able to absorb potentially higher interest expense. We expect stable operating performance will support Trader's credit measures--with debt to EBITDA and free operating cash flow to debt of about 16.0x-16.5x and 3%-4%, respectively, for the next 12 months (5.0x-5.5x and 10%-11%, respectively, excluding preferred shares)." S&P said, "The CreditWatch placement reflects the possibility that we could lower our ratings on Trader if its refinancing plans for the C$677 million term loan and C$50 million revolver are not completed in the next three months. We expect to resolve the CreditWatch in the near term following the completion of refinancing and a review of the company's operations amid macroeconomic headwinds." TTF HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B+' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on U.S. health care staffing company TTF Holdings LLC's (dba Soliant Health) to stable from negative and affirmed its 'B+' issuer credit rating. S&P's 'B+' issue-level and '3' recovery rating on the company's first-lien debt remain unchanged. S&P said, "The stable outlook incorporates our expectation that despite near-term revenue decline from its health care segment, revenue will continue growing, driven mostly from its education segment, generating steady adjusted margins in the 20%-22% range. Leverage will likely increase significantly from its current level of 2.5x, as we expect it to pursue either debt-financed acquisitions or dividend to shareholders keeping adjusted leverage close to 5x. "While we expect bill rates for travel nurses to decline, Soliant's investment in its education segment will continue to propel top line growth. Soliant's operating performance improved significantly during 2022, partly due to higher bill rates in the health care segment in the first quarter of 2022. Increasing health services utilization due to the ageing population, coupled with an increasingly severe nurse shortage, will continue to exacerbate the existing supply/demand imbalance, which suggests the higher bill rates may indicate a structural change in the industry rather than a temporary trend. Although bill rates have declined sequentially from their peak in early 2022, we expect they will stabilize at rates 25%-30% above pre-pandemic levels. Soliant's education segment is its key growth driver. Through the first nine months of 2022 this division has experienced 62% revenue growth compared with last year through additional volume, new clients (42% client growth for the last 12 months ended Sept 30, 2022), and 3%-5% bill rate increases. Its continued investments in sales and recruitment over the past three years contributed to a 25% year-over-year increase in producers compared with 2021. S&P believes further maturation of the larger number of producers and further recruitment support further growth. Importantly, the higher margin produced by this business will counter the expected decline from the health care segment, keeping adjusted EBITDA margins stable in the 20%-22% range. S&P said, "Our ratings on Soliant reflect its diverse offerings, greater visibility of services, as well as its narrow focus in the fragmented health care staffing market. We believe Soliant's diverse offerings provide a modest competitive advantage, despite the lack of cross-selling ability compared with some of its peers." The company's education segment, which accounts for more than 50% of its EBITDA, places speech language pathologists, psychologists, occupational therapists, special education teachers, and other educational specialists on assignments for a full school year. It targets special education directors at individual school districts that struggle to meet the increasing demand for specialized teachers. This business will benefit from Vocovision (telehealth), its Blazerworks MSP (managed services provider) as well as increased client growth and producer count. Soliant's health care segment, which accounts for more than 30% of its EBITDA, places specialized high-bill-rate nurses and allied health professionals in hospitals and other health care settings, often in less-populated geographies. The company's life sciences segment places specialized, high-bill-rate pharmaceutical drug development professionals at small- and mid-size biopharmaceutical companies. The company's business diversity substantially reduced its exposure to the volatile conditions and disruptions its peers encountered during the pandemic. S&P expects the tight labor market, especially for nurses, will continue supporting elevated demand levels for the health care staffing segment. However, the decline from peak bill rates will largely contribute to an estimated 30% decline in this segment for 2023. S&P said, "We expect its financial policy to substantially raise adjusted leverage from its current low level, and free cash flow to debt to be in the 10%-12% range for 2023.Although, Soliant's adjusted leverage is currently low at about 2.5x despite a late 2021 sponsor dividend, we believe it will substantially increase over the next two years. We expect the private equity owners will become more aggressive with further shareholder distributions, and possibly to a lesser extent, some acquisition activity. We think leverage could possibly double to about 5x. Nevertheless, we expect strong free cash flow generation with free operating cash flow (FOCF) to debt in the 10%-12% range in 2023. "The stable outlook reflects our expectation that despite near-term revenue decline from its health care segment, revenue will continue growing (mostly from its education segment), margins will remain steady around 20%-22%, and leverage will likely increase significantly from its current level of 2.5x as we expect more sponsor dividends. "We could lower our rating on Soliant if its operating performance deteriorates to materially underperform our base-case assumptions, leading to FOCF to debt of less than 5%. Under this scenario, we would expect the company to sustain leverage of more than 5x. We could also lower our rating if Soliant pursues a more aggressive debt-financed acquisition strategy and/or dividend distribution than we believe will cause adjusted leverage to remain above 5x. "We do not expect to raise our rating on Soliant over the next 12 months. However, we could consider an upgrade if the company materially scales its business operations and increases its diversity while maintaining leverage of less than 5x and generating a high level of free cash flow." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." TWITTER INC: Moody's Withdraws 'B1' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has withdrawn Twitter, Inc.'s B1 corporate family rating, B1-PD Probability of Default Rating and B1 senior unsecured notes ratings that were previously under review for downgrade because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. On October 28, 2022, Twitter commenced offers to purchase for cash any and all of its outstanding 3.875% Senior Notes due 2027 and 5.000% Senior Notes due 2030 (collectively "the Notes") at an offer price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest [1]. The change of control offer was made pursuant to certain provisions in the indentures governing the Notes which require Twitter to offer to purchase the Notes following the occurrence of a "Change of Control Triggering Event" (as defined in each indenture). In connection with the consummation of the acquisition of Twitter (the "Merger") by an entity controlled by Elon Musk, the Notes were also secured equally and ratably with (or prior to) the secured indebtedness that was issued in connection with the Merger with respect to collateral that was pledged to secure such new indebtedness by Twitter. Any Notes that remain outstanding following the consummation of the Change of Control Offer will continue to benefit from such security. Withdrawals: Issuer: Twitter, Inc. Corporate Family Rating, Withdrawn, previously rated B1, and Under Review for Downgrade Probability of Default Rating, Withdrawn, previously rated B1-PD and Under Review for Downgrade Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated B1 (LGD4), and Under Review for Downgrade Outlook Actions: Issuer: Twitter, Inc. Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. UNIFI INC: Egan-Jones Cuts Sr. Unsecured Debt Ratings to BB+ ------------------------------------------------------------ Egan-Jones Ratings Company, on November 11, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Unifi Inc. to BB+ from BBB-. Headquartered in Greensboro, North Carolina, Unifi Incorporated textures polyester and nylon filament fiber to produce polyester and nylon, dyed, and spandex yarns covered with nylon and polyester. US CELLULAR: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on November 15, 2022, retained the 'B+' foreign currency and local currency senior unsecured ratings on debt issued by United States Cellular Corporation. Headquartered in Chicago, Illinois, United States Cellular Corporation provides wireless telecommunications services. VYANT BIO: Incurs $3.5 Million Net Loss in Third Quarter -------------------------------------------------------- Vyant Bio, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.46 million on $152,000 of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $4.46 million on $256,000 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 $18.43 million on $620,000 of total revenue compared to a net loss of $16.01 million on $788,000 of total revenue for the same period during the prior year. As of Sept. 30, 2022, the Company had $23.04 million in total assets, $9.20 million in total liabilities, and $13.84 million in total stockholders' equity. Vyant Bio stated in the filing that, "The Company expects to continue to incur operating losses in the future, unless and until the Company's drug discovery efforts or other revenue from collaborators are able to demonstrate a level of success that would lead to potential out- licensing or sale of therapeutic assets. In addition, the Company will continue to incur the costs of being public, including legal and audit fees and director's and officer's liability insurance. These losses have had, and will continue to have, an adverse effect on the Company's working capital, total assets and stockholders' equity. Because of the numerous risks and uncertainties associated with drug discovery and development efforts and costs associated with being a public company, the Company is unable to predict when it will become profitable, and it may never become profitable. Even if the Company does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company's inability to achieve and then maintain profitability would negatively affect its business, financial condition, results of operations and cash flows." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1349929/000149315222032074/form10-q.htm About Vyant Bio Headquartered in Cherry Hill, New Jersey, Vyant Bio, Inc. (formerly known as Cancer Genetics, Inc.) is an innovative biotechnology company reinventing drug discovery for complex neurodevelopmental and neurodegenerative disorders. Its central nervous system drug discovery platform combines human-derived organoid models of brain disease, scaled biology, and machine learning. Vyant Bio reported a net loss of $40.86 million for the year ended Dec. 31, 2021, a net loss of $8.65 million for the year ended Dec. 31, 2020, a net loss of $6.71 million for the year ended Dec. 31, 2019, and a net loss of $20.37 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $26.81 million in total assets, $10.02 million in total liabilities, and $16.78 million in total stockholders' equity. VYANT BIO: Regains Compliance With Nasdaq Bid Price Requirement --------------------------------------------------------------- Vyant Bio, Inc. said in a press release that that the Company has received formal notice from The Nasdaq Stock Market LLC stating that the Company has regained compliance with the minimum bid price requirement (Nasdaq Listing Rule 5550(a)(2)) for continued listing on The Nasdaq Capital Market. The notice the Company received from Nasdaq on Nov. 16, 2022 noted that the Company evidenced a closing bid price of its shares of common stock at or greater than the $1.00 per share minimum requirement for the last 10 consecutive business days. About Vyant Bio Headquartered in Cherry Hill, New Jersey, Vyant Bio, Inc. (formerly known as Cancer Genetics, Inc.) is an innovative biotechnology company reinventing drug discovery for complex neurodevelopmental and neurodegenerative disorders. Its central nervous system drug discovery platform combines human-derived organoid models of brain disease, scaled biology, and machine learning. Vyant Bio reported a net loss of $40.86 million for the year ended Dec. 31, 2021, a net loss of $8.65 million for the year ended Dec. 31, 2020, a net loss of $6.71 million for the year ended Dec. 31, 2019, and a net loss of $20.37 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $23.04 million in total assets, $9.20 million in total liabilities, and $13.84 million in total stockholders' equity. VYCOR MEDICAL: Incurs $115K Net Loss in Third Quarter ----------------------------------------------------- Vycor Medical, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $114,807 on $309,969 of revenue for the three months ended Sept. 30, 2022, compared to net income of $3,693 on $332,087 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 $288,369 on $951,725 of revenue compared to a net loss of $248,600 on $1.12 million of revenue for the same period a year ago. As of Sept. 30, 2022, the Company had $949,816 in total assets, $3.77 million in total liabilities, and a total stockholders' deficiency of $2.82 million. The Company has incurred losses since its inception and has not generated sufficient positive cash flows from operations. As of Sept. 30, 2022 the Company had a working capital deficiency of $530,661, excluding related party liabilities of $2,511,793. The Company said these conditions, among others, raise substantial doubt regarding its ability 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/1424768/000149315222031733/form10-q.htm About Vycor Medical Vycor Medical, Inc. (OTCQB: VYCO) -- http://www.vycormedical.com-- is dedicated to providing the medical community with innovative and superior surgical and therapeutic solutions. The company has a portfolio of FDA cleared medical solutions that are changing and improving lives every day. The company operates two business units: Vycor Medical and NovaVision, both of which adopt a minimally or non-invasive approach. Vycor Medical reported a net loss of $435,662 for the year ended Dec. 31, 2021, compared to a net loss of $822,482 for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $910,182 in total assets, $3.36 million in total current liabilities, $153,900 in total long-term liabilities, and a total stockholders' deficiency of $2.60 million. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 13, 2022, citing that the Company has incurred net losses since inception and has not generated sufficient cash flows from its operations. As of Dec. 31, 2021, the Company had working capital deficiency of $613,419, excluding related party liabilities of $2,049,167. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WATER WIND: Has Until Feb. 1 to Obtain Plan Confirmation -------------------------------------------------------- Water Wind & Sky, LLC obtained an order from the U.S. Bankruptcy Court for the Western District of Washington extending the period for the company to obtain confirmation of its proposed Chapter 11 plan of reorganization to Feb. 1 next year. The extension is necessary in light of the pending litigation between Water Wind & Sky and its largest creditor, MGP Beacon Guaranty, LLC, wherein it asserts damages, which would offset the amount of MGP Beacon's claim. Determining the amount of MGP Beacon's claim is paramount to Water Wind & Sky's ability to confirm a plan as it determines the amount of monthly interest payments on the claim, along with the feasibility of certain avenues to pay creditors in full, according to court filings. Water Wind & Sky filed its plan of reorganization and disclosure statement on Aug. 2, 2022. The plan proposes to pay in full MGP Beacon's claim, to the extent the claim is allowed, at 8.5% interest no later than three years after the plan takes effect. About Water Wind & Sky Water Wind & Sky, LLC, a domestic limited liability company, sought Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 22-10752) on May 5, 2022, with up to $10 million in both assets and liabilities. Mark Goldberg, managing member, signed the petition. Judge Timothy W. Dore oversees the case. Armand J. Kornfeld, Esq., at Bush Kornfeld, LLP and McNaul Ebel Nawrot & Helgren, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. WB REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: WB Real Estate of Iola, LLC d/b/a Greystone Residential Care 122 N McKenna Avenue Gretna, NE 68028 Business Description: The Debtor operates a specialty hospital. Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court District of Nebraska Case No.: 22-80864 Judge: Hon. Brian S. Kruse Debtor's Counsel: Patrick R. Turner, Esq. TURNER LEGAL GROUP, LLC 139 S. 144th Street Omaha, NE 68010 Tel: 402-690-3675 Email: pturner@turnerlegalomaha.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Amy Wilcox-Burns as chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QTNKOBQ/WB_Real_Estate_of_Iola_LLC__nebke-22-80864__0001.0.pdf?mcid=tGE4TAMA WILCOX PROPERTIES OF FORT: Case Summary & 20 Unsecured Creditors ---------------------------------------------------------------- Debtor: Wilcox Properties of Fort Calhoun, LLC d/b/a Autumn Pointe Assisted Living 122 N McKenna Avenue Gretna, NE 68028 Business Description: The Debtor operates an assisted living facility in Fort Calhoun, Nebraska. Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court District of Nebraska Case No.: 22-80866 Judge: Hon. Thomas L. Saladino Debtor's Counsel: Patrick R. Turner, Esq. TURNER LEGAL GROUP, LLC 139 S. 144th Street Omaha, NE 68010 Tel: 402-690-3675 Email: pturner@turnerlegalomaha.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Amy Wilcox-Burns as chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SYLAWXI/Wilcox_Properties_of_Fort_Calhoun__nebke-22-80866__0001.0.pdf?mcid=tGE4TAMA WILCOX PROPERTY OF COLUMBIA: Case Summary & Unsecured Creditors --------------------------------------------------------------- Debtor: Wilcox Properties of Columbia, LLC d/b/a Candlelight Lodge / Candlelight Lodge Retirement Center 122 N McKenna Avenue Gretna, NE 68028 Business Description: The Debtor is an assisted living facility in Columbia, Missouri. Chapter 11 Petition Date: November 21, 2022 Court: United States Bankruptcy Court District of Nebraska Case No.: 22-80865 Judge: Hon. Thomas L. Saladino Debtor's Counsel: Patrick R. Turner, Esq. TURNER LEGAL GROUP, LLC 139 S. 144th Street Omaha, NE 68010 Tel: 402-690-3675 Email: pturner@turnerlegalomaha.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Amy Wilcox-Burns as chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TDYJFVA/Wilcox_Properties_of_Columbia__nebke-22-80865__0001.0.pdf?mcid=tGE4TAMA WILDBRAIN LTD: Fitch Alters Outlook on 'B+' LongTerm IDR to Neg. ---------------------------------------------------------------- Fitch Ratings has affirmed WildBrain, Ltd.'s Long-Term Issuer Default Rating (IDR) at 'B+', and senior secured issue ratings at 'BB+'/ 'RR1'. In addition, Fitch has revised the company's Rating Outlook to Negative from Stable. The Outlook revision to Negative reflects Fitch-calculated leverage (8.7x at Sept. 30, 2022) continuing to significantly exceed Fitch's negative rating threshold of 6.0x, driven by macroeconomic headwinds and operational changes. In addition, although Fitch expects leverage to decline, it does not expect leverage to get below 6.0x until FYE June 30, 2024, one year longer than Fitch's prior expectations. KEY RATING DRIVERS Weak Advertising Environment: In line with Fitch's expectations, indications show an advertising recession has begun that is expected to continue into 1H2023, followed by a recovery in line with historical trends. Fitch notes although the pace of decline varies by subsector, aggregate digital advertising fell for the first time. WildBrain Spark, You Tube's largest proprietary network of children's content, reported revenue declines over the six months ended September 2022. However, the segment continues to report high engagement, attracting over 45 billion views in 1Q23 across more than 245 million global subscribers. Vertically Integrated Platform: WildBrain develops and creates content for itself and others, delivering approximately 200 half hours annually to more than 500 global linear and digital distribution platforms including Nickelodeon, Cartoon Network, Apple TV+, Netflix, Amazon and four owned Canadian pay-TV channels. This fresh content expands the world's largest independent children's programming library having more than 13,000 half hours. They also provide licensing and merchandising for intellectual property (IP) it both owns and represents across more than 3,000 consumer product licensees. Strong Defensible Brand Recognition: WildBrain owns some of the most iconic children's programming brands representing unique IP with global exposure that is impossible to recreate. Brands include 'Strawberry Shortcake', 'Caillou', and 'Inspector Gadget' and a 41% interest in 'Peanuts', the world's sixth largest character brand. WildBrain's vertically integrated platform provides diversification across a broad product and content offering, expansive geographic reach and a deep customer base. Children's Programming Growth: WildBrain is well-positioned to capitalize on continued growth in spending on children's programming by linear and digital platforms. Spending on children's/family programming grew at an 18% four-year CAGR through 2019, exceeding overall total content growth. Over-the-top (OTT) networks have made significant children's programming investments as part of their destination branding efforts (Netflix has seen more engagement growth with children than adults). Finally, children are increasingly directly accessing content on the internet with YouTube becoming a centralized destination for online children's viewing. Content Production Costs: Many competitors have deeper funding access as they are part of larger better-capitalized conglomerates. However, WildBrain does not create a material amount of content on spec and aims to cover hard content production costs with government tax credits, only available to Canadian content producers, and licensing contract receivables. To account for cash timing variances, the company uses Interim Production Facilities (IPF) to fund shortfalls until associated tax credits are collected and the IPF is repaid as required. IPFs are nonrecourse subordinated loans made to SPVs specifically created for each show's season and are secured by tax credits associated with that season. Balances fluctuate based on content creation schedules and tax receipt timing. As of Sept. 30, 2022, the company had CAD113 million of IPFs, which Fitch includes in its leverage calculations. Although Fitch recognizes the necessity of IPFs as a funding source, it does not consider them permanent capital and excludes them from its recovery analysis given the nature of the underlying assets securing them. Leverage Exceeds Sensitivities: Fitch-defined leverage at Sept. 30, 2022 was 8.7x (6.4x excluding IPFs). However, the heightened leverage is driven by an upward currency-related revaluation of WildBrain's USD denominated debt and an increase in the IPFs. Fitch notes the revaluation increased the Term Loan B by more than CAD25 million since Sept. 30, 2021, despite an actual USD2.9 million decline due to required amortization (WildBrain has repaid approximately USD200 million of this tranche since June 2017). Fitch expects EBITDA leverage to fall below 6.0x during FYE June 30, 2024. Significant Debt Repayment: WildBrain has reduced debt, excluding IPFs, to CAD572 million at Sept. 30, 2022 from a peak of CAD1.0 billion at June 30, 2017 (Fitch notes the aggregate reduction is masked somewhat by the recent currency-related revaluations). The peak was driven by the debt-funded acquisition of an 80% interest in 'Peanuts' (20% owned by members of the Charles Schulz family who maintain final strategic input) and 100% of 'Strawberry Shortcake' for CAD466 million. Debt reductions have been funded by asset sale net proceeds, including CAD214 million from the sale of 49% of its interest in 'Peanuts' to Sony Music Entertainment (Japan) Inc., and FCF. Data Analytics Regulations: Fitch notes the advertising industry's focus on data analytics coincides with heightened concerns over control, management and use of personal data and led to increased regulatory and commercial oversight. WildBrain Spark recently obtained The Children's Advertising Review Unit Safe Harbor Seal of approval, making it fully compliant with the Children's Online Privacy Protection Act and CARU's Privacy Guidelines. DERIVATION SUMMARY WildBrain is weakly positioned against major global peers on most comparatives given its relative lack of scale and elevated leverage. Many of its competitors have deeper access to production funding as part of larger, better capitalized diversified conglomerates. However, the company benefits from its broad collection of iconic global brands, diverse revenue sources and customer base, strong industry position within its business segments and vertically integrated platform. Fitch believes the company is well positioned overall to continue exploiting the ongoing positive growth characteristics of the children's programming subsector. As a Canadian company, WildBrain has access to Canadian incentive programs and tax credits to fund their content production costs. The company uses IPFs to bridge the timing variations between content creation outflows and associated receipts, and IPF balances fluctuate based on changes in the content creation schedules and tax receipt timing. The risk to WildBrain's balance sheet is mitigated by the fact that all IPFs are non-recourse to WildBrain and that each IPF is secured by federal and provincial tax credits, licensing contracts, and restricted cash balances with which each is repaid. No Country Ceiling or parent/subsidiary aspects affect the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - The base case reflects the approximate mid-point of WildBrain's fiscal 2023 guidance, which Fitch believes is achievable. - Thereafter, Fitch assumes mid-single digit aggregate revenue growth driven by: 1) mid-single digit growth in content production and distribution from the company's strategic focus on premium content production; 2) high single digit growth at WildBrain Spark; 3) mid-single digit growth in Consumer Products; and 4) continued low-single digit declines in Broadcasting as overall softness in Cable Networks more than offsets the increased commercial load. - Margin improvement driven by increased economies of scale, cost management and product mix shift as owned IP consumer products carry higher margins. - FCF margin improvement supported by the EBITDA margin growth and limited capital investment requirements. - No new M&A over the rating horizon. - The exchangeable debentures convert to variable voting shares of the company at the June 2023 maturity as allowed. The convertible debentures are repaid prior to maturity with a new CAD150 million Term Loan C. - Fitch-calculated Leverage declines below 6.0x during the FYE June 30, 2024. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that WildBrain would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch assumed a 10% administrative claim. Fitch's recovery analysis estimates a going concern enterprise value for a reorganized firm of approximately CAD490 million. Fitch assumes a mid-single-digit decline in revenues driven by the loss of a major OTT contract and a decline in consumer product sales driven by a recession. Fitch also assumes the company is unable to quickly reduce costs, leading EBITDA after minority interests to decline by 12% to CAD70 million. Fitch assumes WildBrain will receive a going concern multiple of 7x EBITDA, reflecting several factors. WildBrain owns some of the industry's most iconic children's programming brands representing unique IP with global exposure that is virtually impossible to recreate. Brands include 'Strawberry Shortcake', 'Caillou', 'Yo Gabba Gabba!' and 'Inspector Gadget'. WildBrain also has a 41% interest in 'Peanuts', the world's sixth-largest character brand. Fitch notes the company initially purchased an 80% interest in 'Peanuts' at an 11x multiple in 2017, and sold 49% of that interest to Sony for 14x in 2018. Content creators are acquired at lofty multiples, especially if their IP is difficult to recreate. Children's programming creators are especially valuable given the increases in both content acquisition and ad spending on children's and family programming by digital and linear platforms. In addition, OTT and other digital and linear networks have made significant investments in children's programming as part of their branding efforts. Content acquisition examples include several by The Walt Disney Company — Pixar for USD7.4 billion, at 23x Fitch calculated EBITDA, in 2006; Marvel Entertainment, Inc. for USD4 billion, at high-teens market multiple estimates, in 2009; Lucasfilm Limited for USD4.1 billion, at low-teens estimates, in 2012; and certain Twenty-First Century Fox assets, primarily content creation, for USD85 billion, at low-teens estimates, in 2018. Comcast acquired DreamWorks Animation SKG, Inc. for USD4.1 billion, at mid-twenties estimates, in 2016. Finally, Moonbug, a global children's content creator and distributor was acquired in a $3 billion deal by a SPAC backed by Blackstone Group, the same entity that acquired the Hello Sunshine production banner for $900 million. The 7x multiple also reflects the fact that children are increasingly directly accessing content on the internet, with YouTube becoming a centralized destination for online children's programming viewing. To that end, 'WildBrain Spark', the company's digital network and studio, is one of YouTube's largest children's programming, with 800+ channels in 240 territories that attract more than 20 billion minutes of views per month. Fitch assumes a fully drawn revolving credit facility of CAD53 million in its recovery analysis, as credit revolvers are tapped while companies are under distress. As of Sept. 30, 2022, the company had CAD22 million outstanding under its secured revolving facility, CAD385 million in secured Term Loan B, CAD140 million of unsecured debentures and CAD26 million of exchangeable debentures RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - The Outlook would be stabilized once Fitch-calculated leverage is at or below 6.5x; - (Cash Flow from Operations - Capex)/Debt sustained near or above 7.5%; - Favorable sector tailwinds leading to strong revenue growth and EBITDA and FCF expansion as the company benefits from economies of scale. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - (Cash Flow from Operations - Capex)/Debt below 5%; - EBITDA Leverage not moving toward 6.0x over the next 12 months; - Sustained weakness of the operating profile, particularly within the WildBrain Spark segment, evidenced by continued revenue declines and limited margin expansion. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Sept. 30, 2022, the company had CAD62 million of cash and USD24 million capacity under its USD40 million revolver, which matures in March 2026. Maturities are manageable, with CAD140 million due in September 2024 when the convertible debentures mature. Fitch excludes the June 30, 20223 maturity of the CAD24 million of exchangeable debentures as they are expected to convert to equity at maturity. Since acquiring Peanuts in 2017, the company has prepaid almost CAD450 million of debt which has significantly reduced total debt, thereby minimizing the negative effects of the current interest rate environment. The resultant relatively stable interest payments, coupled with minimal capex intensity, has improved FCF conversion metrics. Fitch believes the company will generate enough cash over the ratings case to cover internal operating and investment needs and also repay additional debt. ISSUER PROFILE WildBrain is an independent creator and distributor of children's programming including Peanuts, Strawberry Shortcake and Caillou. WildBrain owns the world's largest independent children's content library, licenses its IP across video distributors and consumer products and owns one of YouTube's largest children's content networks. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- WildBrain Ltd. LT IDR B+ Affirmed B+ senior secured LT BB+ Affirmed RR1 BB+ [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re A T Mabry, Inc. Bankr. E.D. Va. Case No. 22-33248 Chapter 11 Petition filed November 14, 2022 See https://www.pacermonitor.com/view/UPYG7PI/A_T_Mabry_Inc__vaebke-22-33248__0001.0.pdf?mcid=tGE4TAMA represented by: Brett Alexander Zwerdling, Esq. ZWERDLING, OPPLEMAN & ADAMS E-mail: bzwerdling@zandolaw.com In re Troy B. Hawkins Bankr. M.D. Fla. Case No. 22-04546 Chapter 11 Petition filed November 15, 2022 represented by: Amy Mayer, Esq. In re Marin Associates LLC Bankr. S.D. Fla. 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SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA LLP E-mail: dstevens@scura.com In re 626 Madison Street LLC Bankr. E.D.N.Y. Case No. 22-73198 Chapter 11 Petition filed November 15, 2022 See https://www.pacermonitor.com/view/22LRUZA/626_Madison_Street_LLC__nyebke-22-73198__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re SKAR Construction Inc. Bankr. N.D. Fla. Case No. 22-40365 Chapter 11 Petition filed November 16, 2022 See https://www.pacermonitor.com/view/Z5YOMIA/SKAR_Construction_Inc__flnbke-22-40365__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C. Bruner, Esq. BRUNER WRIGHT, P.A. E-mail: rbruner@brunerwright.com In re Felix Brace & Limb Co. Bankr. W.D. La. Case No. 22-80585 Chapter 11 Petition filed November 16, 2022 See https://www.pacermonitor.com/view/WD5R7HI/Felix_Brace__Limb_Co__lawbke-22-80585__0001.0.pdf?mcid=tGE4TAMA represented by: Bradley L. Drell, Esq. GOLD, WEEMS, BRUSER, SUES & RUNDELL E-mail: bdrell@goldweems.com In re LV Opportunity Zone LLC, Series 5 Bankr. D. Nev. Case No. 22-14100 Chapter 11 Petition filed November 16, 2022 See https://www.pacermonitor.com/view/PIGYHTA/LV_OPPORTUNITY_ZONE_LLC_SERIES__nvbke-22-14100__0001.0.pdf?mcid=tGE4TAMA represented by: Steven L. Yarmy, Esq. STEVEN L. YARMY, ESQ. E-mail: sly@stevenyarmylaw.com In re Paul Wesley Klinger, Jr. Bankr. S.D. Tex. Case No. 22-80214 Chapter 11 Petition filed November 16, 2022 represented by: Thomas Jones, Esq. In re Kendall W. Austin Bankr. W.D. Va. Case No. 22-70686 Chapter 11 Petition filed November 16, 2022 See https://www.pacermonitor.com/view/LPPQUDQ/Kendall_W_Austin__vawbke-22-70686__0001.0.pdf?mcid=tGE4TAMA represented by: Andrew S. Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. E-mail: agoldstein@mglspc.com In re Lucky Shot USA, LLC Bankr. M.D. Fla. Case No. 22-04100 Chapter 11 Petition filed November 17, 2022 See https://www.pacermonitor.com/view/OZASDUQ/Lucky_Shot_USA_LLC__flmbke-22-04100__0001.0.pdf?mcid=tGE4TAMA represented by: Michael A. Nardella, Esq. NARDELLA & NARDELLA, PLLC E-mail: mnardella@nardellalaw.com In re RLP Pebble Creek Bluff, LLC Bankr. D. Nev. Case No. 22-14105 Chapter 11 Petition filed November 17, 2022 See https://www.pacermonitor.com/view/LU6ZW2I/RLP_PEBBLE_CREEK_BLUFFLLC__nvbke-22-14105__0001.0.pdf?mcid=tGE4TAMA represented by: Jared Jennings, Esq. JENNINGS & FULTON, LTD. E-mail: jjennings@jfnvlaw.com In re Sade Venture LLC Bankr. E.D.N.Y. Case No. 22-42877 Chapter 11 Petition filed November 17, 2022 See https://www.pacermonitor.com/view/F5CGXHA/Sade_Venture_LLC__nyebke-22-42877__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Global Prime Realty 1 Corp. Bankr. E.D.N.Y. Case No. 22-42885 Chapter 11 Petition filed November 17, 2022 See https://www.pacermonitor.com/view/U7EKUPY/Global_Prime_Realty_1_Corp__nyebke-22-42885__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Debra K. Matonak Bankr. W.D. Pa. Case No. 22-22279 Chapter 11 Petition filed November 17, 2022 represented by: Brian Thompson, Esq. In re Miller's Quality Meats, LLC Bankr. W.D. Pa. Case No. 22-22280 Chapter 11 Petition filed November 17, 2022 See https://www.pacermonitor.com/view/ZAPNRFA/Millers_Quality_Meats_LLC__pawbke-22-22280__0001.0.pdf?mcid=tGE4TAMA represented by: Ryan J. Cooney, Esq. COONEY LAW OFFICES E-mail: Rcooney@cooneylawyers.com In re Morgan Turf LLC Bankr. M.D. Fla. Case No. 22-04620 Chapter 11 Petition filed November 18, 2022 See https://www.pacermonitor.com/view/RZC4ZSQ/Morgan_Turf_LLC__flmbke-22-04620__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Terrance Patrick Jaillet Bankr. S.D. Fla. Case No. 22-18932 Chapter 11 Petition filed November 18, 2022 represented by: Robert Furr, Esq. In re Gabriel S. Fontana Bankr. W.D. Pa. Case No. 22-22293 Chapter 11 Petition filed November 18, 2022 represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK E-mail: dcalaiaro@c-vlaw.com In re Stefani Raina McMurrey Watters Bankr. N.D. Tex. Case No. 22-32177 Chapter 11 Petition filed November 18, 2022 represented by: Robert DeMarco, Esq. In re Blacksburg Pediatrics, PLC Bankr. W.D. Va. Case No. 22-70696 Chapter 11 Petition filed November 18, 2022 See https://www.pacermonitor.com/view/G5VE6OA/Blacksburg_Pediatrics_PLC__vawbke-22-70696__0001.0.pdf?mcid=tGE4TAMA represented by: Andrew S. Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. E-mail: agoldstein@mglspc.com In re Dream Salon LLC Bankr. D. Nev. Case No. 22-14141 Chapter 11 Petition filed November 20, 2022 See https://www.pacermonitor.com/view/PMBBSRA/DREAM_SALON_LLC__nvbke-22-14141__0001.0.pdf?mcid=tGE4TAMA represented by: Seth D Ballstaedt, Esq. FAIR FEE LEGAL SERVICES E-mail: help@bkvegas.com In re Adirondacks Protection Services, LLC Bankr. S.D.N.Y. Case No. 22-11536 Chapter 11 Petition filed November 20, 2022 See https://www.pacermonitor.com/view/U6W5OSY/Adirondacks_Protection_Services__nysbke-22-11536__0001.0.pdf?mcid=tGE4TAMA represented by: Adrienne Woods, Esq. THE LAW OFFICES OF ADRIENNE WOODS, P.C. E-mail: adrienne@woodslawpc.com In re James C. Slone and Norma L. Slone Bankr. D. Ariz. Case No. 22-07787 Chapter 11 Petition filed November 21, 2022 represented by: Michael Jones, Esq. ALLEN BARNES & JONES, PLC In re Home Town Florida, LLC Bankr. M.D. Fla. Case No. 22-02331 Chapter 11 Petition filed November 21, 2022 See https://www.pacermonitor.com/view/V4O2PTQ/Home_Town_Florida_LLC__flmbke-22-02331__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Adam, Esq. THOMAS ADAM E-mail: tadam@adamlawgroup.com In re Evernest Holdings LLC Bankr. S.D. Fla. Case No. 22-18951 Chapter 11 Petition filed November 21, 2022 See https://www.pacermonitor.com/view/LPSRI2Q/Evenest_Holdings_LLC__flsbke-22-18951__0001.0.pdf?mcid=tGE4TAMA represented by: Richard Siegmeister, Esq. RICHARD SIEGMEISTER, PA E-mail: rspa111@att.net In re Diana M. Meltzer Bankr. D.N.J. Case No. 22-19248 Chapter 11 Petition filed November 21, 2022 represented by: Ellen McDowell, Esq. MCDOWELL LAW, PC Email: emcdowell@mcdowelllegal.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. 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