/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221219.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 19, 2022, Vol. 26, No. 352 Headlines 16 JUDGE: Case Summary & Two Unsecured Creditors 274 ATLANTIC ISLES: Unsecureds Unimpaired in Liquidating Plan 839 E MINORKA: $122.5K Sale to Norbert Lawson to Fund Plan ACCEPTANCE FINANCIAL: Seeks to Use Cash Collateral ACTIVA RESOURCES: Solicitation Period Extended to Dec. 22 AEARO TECHNOLOGIES: Gets More Time for Bankruptcy Plan AHERN RENTALS: Moody's Withdraws Caa2 CFR Amid United Rentals Deal AIG FINANCIAL: Dec. 21 Deadline Set for Panel Questionnaires ALEXANDER JONES: U.S. Trustee Appoints Creditors' Committee ALL ACTION SECURITY: Seeks Cash Collateral Access AMC ENTERTAINMENT: $2B Bank Debt Trades at 49% Discount AMERICAN AUTO: $180M Bank Debt Trades at 23% Discount AMERICAN FLAMINGO: Court Approves Disclosure Statement APPLIED DNA: Incurs $8.3 Million Net Loss in FY Ended Sept. 30 ASP LS ACQUISITION: $1.38B Bank Debt Trades at 26% Discount AUTO MONEY: Court OKs Interim Cash Collateral Access AVAYA INC: $743M Bank Debt Trades at 66% Discount AVAYA INC: $800M Bank Debt Trades at 66% Discount AVAYA INC: Fitch Lowers LongTerm Issuer Default Rating to 'CC' AVENTIV TECHNOLOGIES: $1.02B Bank Debt Trades at 23% Discount AVSC HOLDING: $210M Bank Debt Trades at 18% Discount BERNARD L. MADOFF: BSI AG Move to Dismiss Case Denied BERNARD L. MADOFF: Dumbauld's Motion to Dismiss Denied BF CHINATOWN: Business Operation & Litigation Proceeds to Fund Plan CAPITAL TRUST: Moody's Confirms Ba2 Rating on Series 2018A/B Bonds CARRIAGE SERVICES: Restoration Plan No Impact on Moody's 'B2' CFR CASTLE US: $1.2B Bank Debt Trades at 36% Discount CASTLE US: $295M Bank Debt Trades at 38% Discount CCC CONSULTING: Case Summary & 20 Largest Unsecured Creditors CITIZEN PROTECTION: Exclusivity Period Extended to Jan. 16 CITY OF CHESTER: Jenner, Flaster Advise on Municipal Group CLEANSPARK INC: Incurs $57.3 Million Net Loss in FY Ended Sept. 30 CLOVIS ONCOLOGY: Dec. 21 Deadline Set for Panel Questionnaires CLUBHOUSE MEDIA: Cuts Outstanding Debt by Roughly $475,000 CM RESORT: Seeks to Defer Plan Hearing to Jan. 30 CM RESORT: Trustee Says Owner's Plan No Longer Feasible COLOUROZ INVESTMENT: $677M Bank Debt Trades at 26% Discount CONVERGEONE HOLDINGS: $275M Bank Debt Trades at 56% Discount CPC ACQUISITION: $225M Bank Debt Trades at 29% Discount CREATIVE HAIRDRESSERS: Olsen's Appeal Affirmed/ Remanded in Part CROWNROCK LP: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable CUSTOM ALLOY: Wins Cash Collateral Access Thru Dec 24 DIEBOLD NIXDORF: EUR415M Bank Debt Trades at 18% Discount DIVERSIFIED MERCURY: Judgment Entered in Favor of Direct Results DODGE CONSTRUCTION: S&P Alters Outlook to Neg., Affirms 'B-' ICR EAGLE BEAR: Independence Bank's Move to Intervene Granted EAGLEPICHER TECHNOLOGIES: Moody's Cuts CFR to Caa2, Outlook Neg. EAST COAST DIESEL: Court OKs Cash Collateral Access Thru Dec 21 ECOARK HOLDINGS: Unit Inks Master Services Agreement With BitNile ELLDAN CORP: Court OKs Interim Cash Collateral Access EMMANUEL HEALTH: Court OKs Final Cash Collateral Access EMP LOAN: Case Summary & One Unsecured Creditor EMPLOYEE LOAN: Case Summary & 15 Unsecured Creditors ENDO INTERNATIONAL: Binder Advises on Public School District Group ENVISION HEALTHCARE: $5.45B Bank Debt Trades at 63% Discount FARMERS COOPERATIVE: Case Summary & 20 Top Unsecured Creditors FAST RADIUS: SyBridge Technologies Wins Auction for Assets FELIX BRACE: Court OKs Final Cash Collateral Access FINTHRIVE SOFTWARE: $460.0M Bank Debt Trades at 22% Discount FORESIGHT ENERGY: Moody's Alters Outlook on 'B3' CFR to Stable FOUNDATIONAL EDUCATION: Moody's Lowers CFR to Caa1, Outlook Stable GAME COURT: Seeks Cash Collateral Access GLOBAL FOOD: EUR245M Bank Debt Trades at 22% Discount GLOBAL MEDICAL: $1.94B Bank Debt Trades at 26% Discount GLOBAL MEDICAL: $1.98B Bank Debt Trades at 26% Discount GREENWAY HEALTH: $526M Bank Debt Trades at 30% Discount GROWLIFE INC: Thom Kozik Quits as Director GTT COMMUNICATIONS: $1.77B Bank Debt Trades at 60% Discount GUNITE MASTERS: Files Emergency Bid to Use Cash Collateral GWG HOLDINGS: Files Placeholder Plan; No Hearing Set Yet HAUSER INC: Court Grants Preliminary Approval of Disclosure HONEYWELL INT'L: Court Okays Final Payment for Asbestos Trust HORIZON THERAPEUTICS: Moody's Puts Ba1 CFR on Review for Upgrade IKON WEAPONS: Court OKs Cash Collateral Access Thru Dec 20 INFOVINE INC: Wins Cash Collateral Access Thru Jan 2022 INTERIOR COMMERCIAL: Court Approves Plan as Modified INTRADO CORP: Moody's Confirms B3 CFR & Rates New 1st Lien Debt B1 INVESTMENTS SWK: Files Emergency Bid to Use Cash Collateral ISABEL ENTERPRISES: Exclusivity Period Extended to Jan. 12 ISABEL ENTERPRISES: Gets OK to Hire Michael D. O'Brien as Counsel ISABEL ENTERPRISES: Isabel LLC Unsecureds Will Get 100% w/ Interest J AND M SUPPLY: Court OKs Interim Cash Collateral Access JAX SERVICE: Court OKs Interim Cash Collateral Access JOHN'S FAMILY: Claims Will be Paid from Property Sale/Refinance KANE CORPORATION: Unsecureds to Get 15.75% in Owner's Plan KUBERLAXMI LLC: Seeks Approval to Hire Weycer as Bankruptcy Counsel LAVISH REMODELS: Case Summary & Nine Unsecured Creditors LIBERTY INTERACTIVE: Moody's Cuts CFR to B1, Outlook Negative LIGADO NETWORKS: $117M Bank Debt Trades at 61% Discount LIZARD IN LOS ANGELES: Court OKs Deal on Cash Collateral Access LOYALTY VENTURES: $500M Bank Debt Trades at 59% Discount LUCKY BUCKS: $555M Bank Debt Trades at 42% Discount MANCUSO MOTORSPORTS: Case Summary & 20 Top Unsecured Creditors MEDLEY HEALTH: Dec. 19 Deadline Set for Panel Questionnaires MIDNIGHT INTEGRATED: Starts CCAA Proceedings MISTER CAR: Moody's Affirms 'B2' CFR & Alters Outlook to Stable MLN US HOLDCO: $576M Bank Debt Trades at 18% Discount NAKED JUICE: $450M Bank Debt Trades at 19% Discount NEP GROUP: $240M Bank Debt Trades at 25% Discount NORTH FORK: Unsecured Creditors to Get $25K NUZEE INC: Promotes Marie Franklin to SVP of Sales and Marketing OBRA CAPITAL: $275M Bank Debt Trades at 19% Discount OCCUPY REAL ESTATE: Wins Cash Collateral Access Thru Jan 2023 OCEAN POWER: Adjourns Annual Meeting of Stockholders Until Jan. 13 OCEAN POWER: Incurs $4.8 Million Net Loss in Second Quarter ONE CALL: $700M Bank Debt Trades at 18% Discount ORBIT ENERGY: Court OKs Cash Collateral Access Jan 2023 ORBIT ENERGY: Dec. 19 Deadline Set for Panel Questionnaires PAMISH HOLDINGS: Creditor Sets January 2023 Property Auction PARAMOUNT AIR: Case Summary & 20 Largest Unsecured Creditors PHOENIX SERVICES: $465M Bank Debt Trades at 83% Discount PRETIUM PKG: $350M Bank Debt Trades at 36% Discount PURE BIOSCIENCE: Incurs $993K Net Loss in First Quarter PURIFYING SYSTEMS: May Use Cash Collateral Thru Feb 2023 QUICK LINKS: Exclusivity Period Extended to Jan. 16 RADIATE HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Negative RE-PRODECON LLC: Court Approves Settlement, Plan REALTRUCK GROUP: Moody's Alters Outlook on 'B3' CFR to Negative RESEARCH NOW: $250M Bank Debt Trades at 25% Discount RESEARCH NOW: $975M Bank Debt Trades at 24% Discount REVERSE MORTGAGE: U.S. Trustee Appoints Creditors' Committee RISING TIDE: Moody's Cuts CFR to Caa2 & Alters Outlook to Negative RIVERBED TECHNOLOGY: $900M Bank Debt Trades at 61% Discount ROBERTSHAW US: $510M Bank Debt Trades at 29% Discount ROOF IT BETTER: Exclusivity Period Extended to Feb. 10 ROYAL BLUE REALTY: Keeps Exclusive Right to Propose Exit Plan RUNNER BUYER: $500M Bank Debt Trades at 28% Discount SALEM HARBOR: Exclusivity Period Extended to Jan. 17 SANIBEL REALTY TRUST: U.S. Trustee Unable to Appoint Committee SEARS AUTHORIZED: Dec. 22 Deadline Set for Panel Questionnaires SEMINOLE HOSPITAL: Moody's Lowers Issuer & GOLT Ratings to B1 SENSITIVE HOME: Court OKs Final Cash Collateral Access SERTA SIMMONS: $1.95B Bank Debt Trades at 94% Discount SERVICE PROPERTIES: Moody's Cuts CFR to B2, Outlook Negative SHUTTERFLY LLC: $1.11B Bank Debt Trades at 43% Discount SMARTPAC INC: Files for Chapter 11 Bankruptcy Protection SMILE STREET: Court OKs Interim Cash Collateral Access SOUTH AMERICAN BEEF: Files Emergency Bid to Use Cash Collateral STONE CLINICAL: Sale of Assets, Recoveries From Suits to Fund Plan TALEN ENERGY: K&E, Zack Clement 2nd Update on Noteholders Group TARONIS FUELS: Court OKs Cash Collateral Access, $11MM DIP Loan TEXAS MADE SPORTS: Gets More Time to File Bankruptcy Plan TIMBER PHARMACEUTICALS: To Host Investor Business Briefing TPT GLOBAL: Posts $41.1 Million Net Loss in Third Quarter TPT GLOBAL: Signs Investment and Partnership Deal With Black Pearl VERICAST CORP: $1.78B Bank Debt Trades at 26% Discount VTV THERAPEUTICS: Appoints Biotech Veteran Steven Tuch as CFO WEBER-STEPHEN PRODUCTS: Moody's Affirms Caa1 CFR, Outlook Negative WINESTEAD LLC: Court OKs Deal on Cash Collateral Access WW INTERNATIONAL: $945M Bank Debt Trades at 43% Discount YELLOW CORP: Eliminates CAO Position ZAYO GROUP: EUR750.0M Bank Debt Trades at 21% Discount [^] BOND PRICING: For the Week from December 12 to 16, 2022 ********* 16 JUDGE: Case Summary & Two Unsecured Creditors ------------------------------------------------ Debtor: 16 Judge LLC 16 Judge Street Brooklyn, NY 11211 Business Description: The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). The Debtor owns a real property located at 16 Judge Street, Brooklyn, New York having an appraised value of $2.3 million. Chapter 11 Petition Date: December 16, 2022 Court: United States Bankruptcy Court Eastern District of New York Case No.: 22-43135 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC 26 Court Street Suite 2220 Brooklyn, NY 11242 Tel: 718-858-9600 Fax: 718.858.960 Email: rachel@blumenfeldbankruptcy.com Total Assets: $2,328,000 Total Liabilities: $2,540,242 The petition was signed by AHDH Capital Partners, LLC by Daniel Hilpert. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MTF5DMI/16_Judge_LLC__nyebke-22-43135__0001.0.pdf?mcid=tGE4TAMA 274 ATLANTIC ISLES: Unsecureds Unimpaired in Liquidating Plan ------------------------------------------------------------- 274 Atlantic Isles LLC submitted a First Amended Disclosure Statement for the Plan of Liquidation. On the Effective Date, except as otherwise expressly provided in the Plan, all Assets of the Debtor (including the Litigation Claims and the Brain Gaines Adversary Proceeding) shall vest in the Liquidating Debtor free and clear of any and all Liens, obligations, Claims, Cure Claims, liabilities, and all other interests of every kind and nature, and the Confirmation Order shall so provide. As of the Effective Date, the Liquidating Debtor may use, acquire, and dispose of its Assets, free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and the Confirmation Order. All privileges with respect to the Assets of the Debtor's Estate, including the attorney/client privilege, to which the Debtor is entitled shall automatically vest in, and may be asserted by or waived on behalf of, the Liquidating Debtor. The distributions required under the Plan shall be funded by the Liquidating Debtor's liquidation of Litigation Claims, including the Brain Gaines Adversary Proceeding. In addition, the Liquidating Debtor shall be authorized to commence or continue litigation originally commenced or asserted on behalf of the Debtor or the Estate to recover, inter alia, the Litigation Claims, including the Brain Gaines Adversary Proceeding. If the Debtor recovers the Property in the Brian Gaines Adversary Proceeding, the Property shall be sold pursuant to this Plan. After the payment of all Claims, including post confirmation administrative claims, the remaining sale proceeds shall be distributed to the Halwani Bankruptcy. Under the Plan, Class 2 Allowed Unsecured Claims will be unimpaired. The treatment of the Allowed Unsecured Claims is contingent on the outcome of the Brian Gaines Adversary Proceeding. If the Debtor recovers the Property in the Brian Gaines Adversary Proceeding, the Property will be sold pursuant to this Plan, and all Allowed Unsecured Claims will be paid in full, including interest, at the closing of the sale of the Property. If the Property is not recovered in the Brian Gaines Adversary Proceeding, then Allowed Unsecured Claims will be paid in full, including interest from an infusion of cash to be obtained by the Equity Holders from a third-party source to facilitate the Plan. The Plan will be funded with the Liquidating Debtor's liquidation of the Litigation Claims, including the Brain Gaines Adversary Proceeding following the Effective Date, if the Debtor prevails in the Brain Gaines Adversary Proceeding. If the Debtor does not prevail, then there will be an infusion of cash acquired by the Equity Holders from a third party sufficient to pay Allowed Unsecured Claims. Attorneys for 274 Atlantic LLC: Glenn D. Moses, Esq. Eric D. Jacobs, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 Southeast Second Street, Suite 4400 Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 A copy of the First Amended Disclosure Statement dated Dec. 7, 2022, is available at https://bit.ly/3PfuUCJ from PacerMonitor.com. About 274 Atlantic Isles 274 Atlantic Isles, LLC, a company in Sunny Isles, Fla., filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-14810) on June 22, 2022, listing as much as $10 million in both assets and liabilities. Isaac Halwani, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. Glenn D. Moses, Esq., at Genovese Joblove & Battista, P.A., is the Debtor's legal counsel. 839 E MINORKA: $122.5K Sale to Norbert Lawson to Fund Plan ---------------------------------------------------------- 839 E Minorka Partners, LLC, submitted a First Amended Disclosure Statement and Chapter 11 Plan dated December 11, 2022. The Debtor is a single asset real estate company whose sole member is Community Partners in Housing, an Arizona Non-Profit. The Property is subject to a deed of trust in favor of Bank of America ("Secured Creditor"), which secures payment under a promissory note dated December 30, 2005 in the original principal amount of $93,571.00. In addition to Secured Creditor, the only other known lienholder is the City of Tucson, acting though the Community Services Department, which holds 2 statutory liens for payments made to the previous owner of the property from the Housing Rehab Perpetual Loan Fund. The City of Tucson is willing to waive the two liens on the condition that the Debtor record a deed of restriction against the Property that limits development on the Property to the building low-income housing units. The Debtor filed its 11 U.S.C. Section 363 motion for approval of the sale of the Property. Through the Plan, the Debtor seeks to the sale of the Property for $122,500.00. On approval of the Plan, the Debtor will be selling the building and land to Norbert Lawson for a purchase price of $122,500.00. The sale will pay secured creditors in full from the sale with the exception of the City of Tucson, whose liens will be waived. Class 3 consists of the claim of the City of Tucson. The City of Tucson holds 2 statutory liens for payments made to the previous owner of the property from the Housing Rehab Perpetual Loan Fund in the total amount of $20,989.40. It is secured by a lien on the Property. The 2 statutory liens with the City of Tucson's interests and encumbrances to remain on the Property following the sale of the Property to Norbert Lawson. It is anticipated that the Property would then be sold to a non-profit to be used for an affordable housing project. The City of Tucson is willing to waive the two liens on the condition that the Debtor record a deed of restriction against the Property that limits development on the Property to the building low-income housing units. The Debtor's Plan will be funded by its sale of the Property. With the $122,500 purchase price, Debtor anticipates that the sale proceeds (net of the amount necessary to satisfy Secured Creditor's lien), will allow the Debtor to pay 100% of its debts in full. Accordingly, Debtor believes that the sale of the Property to Buyer is appropriate and in the best interest of the bankruptcy estate. A full-text copy of the First Amended Disclosure Statement dated December 11, 2022, is available at https://bit.ly/3YyapW1 from PacerMonitor.com at no charge. Attorney for the Debtor: Bryan W. Goodman, Esq. GOODMAN & GOODMAN, PLC 7473 E. Tanque Verde Rd Tucson, AZ 85715 Telephone: 520-886-5631 E-mail: bwg@goodmanadvisor.com About 839 E Minorka Partners 839 E Minorka Partners, LLC, is a single asset real estate company whose sole member is Community Partners in Housing, an Arizona Non-Profit. The company's sole asset is the building and land located at 839 E. Minorka Road, Tucson, Arizona 85706. The Property is subject to a deed of trust in favor of Bank of America, which secures payment under a promissory note dated December 30, 2005 in the original principal amount of $93,571. The Note was in default for failure to pay the outstanding balance due on maturity, and a trustee's sale was set for May 24, 2022. To stop the trustee's sale, 839 E Minorka Partners filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 22-bk-03299) on May 24, 2022. The Debtor is represented by GOODMAN & GOODMAN, PLC. ACCEPTANCE FINANCIAL: Seeks to Use Cash Collateral -------------------------------------------------- North American Acceptance Financial LLC asks the U.S. Bankruptcy Court for the Eastern District of Louisiana for authority to use cash collateral and provide adequate protection to Horizon Finance. The Debtor requires the use of cash collateral to continue operating its business. In 2010, Acceptance Financial obtained a $3 million line of credit with Omni Bank, now First Horizon. In 2014, the line of credit had been reduced to $100,000. However, the COVID-19 pandemic and mandated shutdowns devastated Acceptance Financial, which was forced to rely upon its line of credit with First Horizon to continue operating. The company attempted to work with its customers by offering partial payments and extensions on their payment under the retail installment contracts. However, the company's outstanding receivables continued to climb as the federal subsidies were used by individual customers to live on rather than to make vehicle note payments. Additionally, the automobile finance industry was advised not to repossess vehicles during the pandemic. When the company was forced to file garnishments against its customers, the courts were closed. The Debtor's line of credit with First Horizon climbed to $2.9 million during this period of time. As a reaction to the pandemic, the Debtor shifted its business strategy from originating and servicing vehicle loans to a "rent to own" vehicle platform. This allows the Debtor to pay state and local taxes as each rental payment is received by the Debtor, as opposed to the Debtor paying taxes at the time of the vehicle sale and loan origination. With the filing of the bankruptcy petition, the Debtor will focus upon collection of older outstanding accounts receivable, while it continues to generate new contracts under the rent-to-own program. The Debtor's monthly income generated from the rent to own program averages $20,368 per month. The Debtor's monthly income related to garnishment averages $7,000 per month and the Debtor believes this source of revenue can be substantially increased in the future, as it believes that 80% of its older accounts receivable will be collectable. Given that First Horizon has a lien on the Debtor's accounts, the Debtor proposes to grant First Horizon replacement liens on post-petition accounts, having the same respective priority as its prepetition liens, to secure any post-petition diminution in value thereof, but only to the extent such interests are entitled to adequate protection against such diminution under the Bankruptcy Code. A copy of the motion is available at https://bit.ly/3W1hRYe from PacerMonitor.com. About North American Acceptance Financial, LLC North American Acceptance Financial, LLC is a subprime indirect automobile finance lender. Acceptance Financial was organized in 2009 to both originate and service auto loans. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 22-11537) on December 12, 2022. In the petition signed by Larry Verges, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Robin R. De Leo, Esq., at The De Leo Law Firm, LLC, oversees the case. ACTIVA RESOURCES: Solicitation Period Extended to Dec. 22 --------------------------------------------------------- Activa Resources, LLC and Tiva Resources, LLC obtained an order from the U.S. Bankruptcy Court for the Western District of Texas, which extended to Dec. 22 the period to solicit votes on their proposed plan to exit Chapter 11 protection. The companies need an extension of the solicitation period so that it does not expire prior to the hearing on confirmation of their proposed Chapter 11 reorganization plan, which is scheduled for Dec. 20. The companies' latest plan includes additional details regarding their agreement in principal with their secured creditor, Texas Capital Bank. The plan, as revised, was approved for solicitation. About Activa Resources and Tiva Resources Activa Resources, LLC and Tiva Resources, LLC operate in the oil and gas extraction industry. Both companies are based in San Antonio, Texas. On Feb. 3, 2022, Activa Resources and Tiva Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 22-50117). In the petitions signed by John Hayes, president, Activa Resources disclosed as much as $50 million in both assets and liabilities while Tiva Resources disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Michael M. Parker oversees the cases. The Debtors tapped Bernard R. Given II, Esq., at Loeb and Loeb, LLP as legal counsel, and Haynie & Company as accountant and auditor. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent. The Debtors filed their proposed joint Chapter 11 plan of reorganization and disclosure statement on Aug. 19, 2022. AEARO TECHNOLOGIES: Gets More Time for Bankruptcy Plan ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Indiana approved a stipulation, which resolves objections of creditors to Aearo Technologies, LLC's bid to remain in control of its Chapter 11 case until early next year. The stipulation extends the company's exclusive right to file a Chapter 11 plan to Feb. 21, and solicit votes on the plan to April 22. Aearo Technologies originally proposed to extend the exclusive filing period and solicitation period to March 23 and May 23, respectively. The creditors, however, pressed the bankruptcy court to shorten the time the company can keep exclusive control of its bankruptcy. The creditors that opposed the exclusivity extension include personal injury claimants represented by the law firms of Tracey Fox King & Walters, Johnson Law Group, and Quinn Emanuel Urquhart & Sullivan, LLP; and one of the two official committees representing tort claimants. About Aearo Technologies Aearo Technologies, LLC -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Indianapolis-based company serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies listed $1 billion to $10 billion in both assets and liabilities. The Debtors tapped Kirkland & Ellis and Ice Miller, LLP as bankruptcy counsels; McDonald Hopkins, LLC as special counsel; Bates White, LLC as claims valuation consultant; AP Services, LLC as restructuring advisor; and Kroll, LLC as claims agent and noticing agent. John R. Castellano, managing director at AlixPartners LLP, an affiliate of AP Services, serves as the Debtors' chief restructuring officer. Judge Jeffrey J. Graham oversees the cases. The U.S. Trustee for Region 10 appointed two separate official committees to represent tort claimants in the Debtors' cases. The tort claimants assert claims related to the use of faulty combat arms earplugs and respirators manufactured by the companies. The tort committee related to use of combat arms version 2 earplugs tapped Otterbourg P.C. and KTBS Law, LLP as bankruptcy counsels; Rubin & Levin, P.C. as Indiana counsel; Brown Rudnick, LLP and Caplin & Drysdale, Chartered as special counsels; Houlihan Lokey Capital, Inc. as investment banker; Province, LLC as financial advisor; and Stretto, Inc. as information agent. Meanwhile, the other committee is represented by the law firm of Rochelle McCullough, LLP. AHERN RENTALS: Moody's Withdraws Caa2 CFR Amid United Rentals Deal ------------------------------------------------------------------ Moody's Investors Service has withdrawn the ratings of Ahern Rentals, Inc. including the company's Caa2 corporate family rating, Caa3-PD probability of default rating, and the Caa3 senior secured second lien notes rating. The outlook has been withdrawn from rating under review. Withdrawals: Issuer: Ahern Rentals Inc. Corporate Family Rating, Withdrawn, previously rated Caa2, rating under review for upgrade Probability of Default Rating, Withdrawn, previously rated Caa3-PD, rating under review for upgrade Senior Secured Second Lien Notes, Withdrawn, previously rated Caa3 (LGD4), rating under review for upgrade Outlook Actions: Issuer: Ahern Rentals Inc. Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE Moody's has withdrawn the ratings of Ahern because its debt, previously rated by Moody's, has been fully repaid following the acquisition of the company by United Rentals (North America), Inc. (Ba1 stable). 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. AIG FINANCIAL: Dec. 21 Deadline Set for Panel Questionnaires ------------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of AIG Financial Products Corp. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3FCtyO3 and return by email it to Jane M. Leamy -- Jane.M.Leamy@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Dec. 21, 2022. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About AIG Financial AIG Financial Products Corp. is a wholly- owned, direct subsidiary of American International Group, Inc. AIG FP, a Delaware corporation, founded in 1987 and based in Wilton, Connecticut, is a financial products company. AIG FP was founded for the purpose of trading in the capital markets and offering corporate finance, structured finance, and financial risk management products, including complex derivatives transactions. AIG Financial Products Corp. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. Del Case No. 22-11309) on Dec. 14, 2022, with as much as $100 million to $500 million million in assets and $10 billion to $50 billion liabilities. Hon. Mary F. Walrath oversees the case. Young Conaway Stargatt & Taylor, LLP and Latham & Watkins LLP is the Debtor's co-counsel. Alvarez & Marsal North America, LLC is the Debtor's financial advisor. Epiq Corporate Restructuring, LLC is the Debtor's claims and noticing agent. ALEXANDER JONES: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Alexander Jones. The committee members are: 1. Robert Parker c/o Ryan Chapple 303 Colorado St., Suite 2850 Austin, TX 78701 Email: ctp.robertparker@gmail.com 2. Nicole Hockley c/o Ryan Chapple 303 Colorado St., Suite 2850 Austin, TX 78701 Email: ctp.nicolehockley@gmail.com 3. Jennifer Hensel c/o Ryan Chapple 303 Colorado St., Suite 2850 Austin, TX 78701 Email: ctp.jenniferhensel@gmail.com 4. David Wheeler c/o Ryan Chapple 303 Colorado St., Suite 2850 Austin, TX 78701 Email: ctp.davidwheeler@gmail.com 5. Leonard Pozner c/o Avi Moshenberg 1001 Fannin, Suite 2400 Houston, TX 77002 Email: Leonard.pozner.tx@gmail.com 6. Scarlett Lewis c/o Avi Moshenberg 1001 Fannin, Suite 2400 Houston, TX 77002 Email: Scarlett.lewis.tx@gmail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Alexander Jones Alexander E. Jones sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33553) on Dec. 2, 2022. The Debtor is represented by Crowe & Dunlevy, P.C. and Jordan & Ortiz, P.C. ALL ACTION SECURITY: Seeks Cash Collateral Access ------------------------------------------------- All Action Security Consulting Group, Inc. asks the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, for authority to use cash collateral for the period from December 12, 2022, through February 28, 2023. The Debtor requires the use of cash collateral to continue operating its business. The Debtor depends on third party vendors to supply the sufficient amount of security guards to fit the specific needs of the Debtor's customers. However, the Debtor must be authorized to pay those vendors on a timely basis, or those vendors will not supply guards. Without sufficient availability of guards, the Debtor will not be able to provide services to its customers. This will reduce revenue as its customers will not pay invoices to the Debtor. This will also expose the Debtor to potential liability and reputational harm. The Debtor must be able to pay for fuel for its vehicles. The security guards utilize vehicles for jobs, and it is critical that it has funds to pay for fuel as necessary. The Debtor is working to fix the problems that led to this bankruptcy filing, and it intends to implement these procedures and changes: -- The historical cost of goods sold was unsustainably high, approximately 85% of the revenue, which mainly consisted of independent contractors. The Debtor intends to negotiate more competitive rates with its vendors. The Debtor's target goal is 70% and it believes that these efforts will help it achieve this. -- The Debtor is also seeking to reduce its operating expenses as reasonably allowed. -- The Debtor had more client accounts than it had the ability to handle. This resulted in higher insurance and payroll/contractor expenses. The increased expenses negated the benefit of having more clients, i.e., more revenue, and thus, decreased the margins. While at one time the Debtor could sustain this level, once revenue dropped, the cracks appeared. Therefore, the Debtor sold clients to its competitors to the highest bidder. This will allow it to keep its expenses reasonable and manageable. -- The Debtor also believes that the decrease in clients will allow it to provide a better service to its current clients as it will allow it to solely focus on their employment needs. This will allow the Debtor to raise its prices because it is offering a better product. The Debtor has been historically cash flow positive, averaging gross revenue of $15 million with a net profit margin of 15% to 20%. However, the Debtor started to face difficulty in or around 2021 with significant cash flow issues due to labor issues. The Debtor was unable to obtain general liability insurance at the industry market rate due to a higher number of insurance claims and lawsuits involving labor claims. The cost has increased to $80,000 in 2022, fourfold from the prior year. Further, the Debtor was also unable to obtain workers compensation insurance because insurance carriers were unwilling to write a policy due to an increase of workers compensation claims against it. As a result, the Debtor had to sign up with an employee leasing company to maintain a workers compensation policy. This employee leasing company collects between $8,000 and $10,000 per month depending on the number of employees included in each pay period. While initially, the Debtor had the working capital to pay these fees, it has become difficult to maintain due to the drastically reduced working capital. As a result, the Debtor had to rely on a line of credit with JPMorgan Chase Bank, N.A. to meet its working capital needs. The Debtor believes the continued and uninterrupted operation of the business is in the best interest of the estate and all its creditors. Notwithstanding, the Debtor proposes monthly adequate protection payments of $5,307 to Chase Bank. A copy of the motion is available at https://bit.ly/3Wmk28A from PacerMonitor.com. About All Action Security Consulting Group, Inc. All Action Security Consulting Group, Inc. is a service company and provides security guard services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 1:22-bk-11429-VK) on December 12, 2022. In the petition signed by John Ayam, chief executive officer, the Debtor disclosed up to $1 million in both assets and liabilities. Matthew D. Resnik, Esq., at RHM Law, LLP, is the Debtor's legal counsel. AMC ENTERTAINMENT: $2B Bank Debt Trades at 49% Discount ------------------------------------------------------- Participations in a syndicated loan under which AMC Entertainment Holdings Inc is a borrower were trading in the secondary market around 50.9 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $2 billion term loan facility is scheduled to mature on April 22, 2026. About $1.93 billion of the loan is withdrawn and outstanding. AMC Entertainment Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides theatrical exhibition, movie screening, food distribution, online ticket booking, and other related services. AMERICAN AUTO: $180M Bank Debt Trades at 23% Discount ----------------------------------------------------- Participations in a syndicated loan under which American Auto Auction Group LLC is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $180.0 million facility is a Term loan. It is scheduled to mature on December 30, 2028. The amount is fully drawn and outstanding. American Auto Auction Group LLC operates physical, mobile, and digital auction venues in addition to various remarketing services that are expected to remain stable channels in the foreseeable future, despite the advent of alternate powertrains and electric vehicles (EVs). AMERICAN FLAMINGO: Court Approves Disclosure Statement ------------------------------------------------------ Judge Edward A. Godoy has entered an order approving the Disclosure Statement of American Flamingo LLC. A hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan will be held on Feb. 22, 2023 at 1:30 PM, via Microsoft Teams Video and Audio Conferencing. Objections to claims must be filed prior to the hearing on confirmation. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to confirmation of the Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. The Debtor must file with the Court a statement setting forth compliance with each requirement in section 1129, the list of acceptances and rejections and the computation of the same, within 7 working days before the hearing on confirmation. About American Flamingo American Flamingo LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). It is engaged in the business of leasing office spaces in San Juan, Puerto Rico. At the present time, American Flamingo owns an office located at 644 Fernandez Juncos Avenue, Suite 203, San Juan, PR 00907. American Flamingo sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 22-01290) on May 5, 2022. In the petition filed by John Hanratty, as member, American Flamingo estimated assets between $500,000 and $1 million and liabilities between $500,000 and $1 million. Hector Eduardo Pedrosa Luna, of The Law Offices of Hector Eduardo Pedrosa Luna, is the Debtor's counsel. APPLIED DNA: Incurs $8.3 Million Net Loss in FY Ended Sept. 30 -------------------------------------------------------------- Applied DNA Sciences, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $8.27 million on $18.17 million of total revenues for the year ended Sept. 30, 2022, compared to a net loss of $14.28 million on $9.03 million of total revenues for the year ended Sept. 30, 2021. The Company reported a net loss of $13.03 million for the year ended Sept. 30, 2020. As of Sept. 30, 2022, the Company had $22.26 million in total assets, $9.35 million in total liabilities, and $12.91 million in total equity. Cash and cash equivalents of $15.2 million at Sept. 30, 2022, include proceeds from a public offering conducted in the quarter of common stock and two series of warrants for gross proceeds of $12.0 million, and the exercise of warrants in connection with this offering for additional net proceeds of $3.7 million. Applied DNA stated, "The Company has alleviated the substantial doubt of a going concern through the cash received from the August 2022 public offering and the warrant exercises...as well as collection of its accounts receivable. The Company estimates that it will have sufficient cash and cash equivalents to fund operations for the next twelve months from the date of filing of this annual report. "The Company may require additional funds to complete the continued development of its products, services, product manufacturing, and to fund expected additional losses from operations until revenues are sufficient to cover its operating expenses. If revenues are not sufficient to cover the Company's operating expenses, and if the Company is not successful in obtaining the necessary additional financing, the Company will most likely be forced to reduce operations." Management Commentary "Applied DNA delivered four consecutive quarters of year-over-year revenue increases and a second consecutive record revenue year in fiscal 2022 while simultaneously executing on our long-term strategy and vision to build a diversified PCR-based DNA technologies company in biotechnology, clinical diagnostics, and supply chain traceability," stated Dr. James A. Hayward, president and CEO. "Over the past 12 months, our LineaRx subsidiary generated volumes of preclinical data to strengthen the case for the biotherapeutic industry's adoption of enzymatically-produced linear DNA (linearDNA) for the manufacture of genetic medicines, expanded the menu of molecular diagnostic tests at our Applied DNA Clinical Labs ("ADCL") subsidiary, and moved to capitalize on U.S. federal enforcement of the Uyghur Forced Labor Prevention Act (the "UFLP Act") as a driver of broader CertainT platform adoption by the textiles industry. "Strategically, we committed to our biotherapeutics opportunity as the chief driver of long-term shareholder value while working to evolve our ADCL and supply chain traceability segments towards positive cash flow to support the value-creating potential of our LinearDNA platform," continued Dr. Hayward. "Operationally, we undertook a detailed assessment to reduce costs associated with our largest COVID-19 testing contract, our chief driver of revenue. In fiscal 2023, we will continue to manage our costs associated with this contract, while at the same time, working to close sales opportunities for our to-be launched pharmacogenetic testing services. In our supply chain traceability segment, we worked to educate key policy makers, customers, and enforcement agencies on CertainT, our textile traceability platform, ahead of the implementation of the UFLP Act. As enforcement of the UFLP Act is expected to become ubiquitous at U.S. ports, we believe that CertainT is well positioned to help customers meet its compliance requirements." Concluded Dr. Hayward, "Our strategic priorities in fiscal 2023 are twofold: first, we are focused on capturing new sales opportunities and effecting gross margin improvements in our ADCL and supply chain traceability segments empowered by the commercialization of our pharmacogenomics ("PGx") testing platform and the broader implementation of the UFLP Act, respectively; second, we are focused on making the necessary investments in our LinearDNA platform to support the growth of this business segment from a small-scale CRO to a larger-scale CDMO capable of capturing promising opportunities in genetic medicines, including the use of linearDNA IVT templates to produce mRNA therapeutics. Historically, the gating factor to broader linearDNA adoption has been our lack of cGMP production capacity which we are moving to remedy over the course of the fiscal year and expect to culminate in the establishment of an initial cGMP production capacity by the end of calendar year 2023." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/744452/000141057822003564/apdn-20220930x10k.htm About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a biotechnology company developing technologies to produce and detect deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction ("PCR") to enable both the production and detection of DNA, the Company operates in three primary business markets: (i) the manufacture of DNA for use in nucleic acid-based therapeutics; (ii) the detection of DNA in molecular diagnostics testing services; and (iii) the manufacture and detection of DNA for industrial supply chain security services. ASP LS ACQUISITION: $1.38B Bank Debt Trades at 26% Discount ----------------------------------------------------------- Participations in a syndicated loan under which ASP LS Acquisition Corp is a borrower were trading in the secondary market around 73.6 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.38 billion facility is a Term loan. It is scheduled to mature on May 7, 2028. The amount is fully drawn and outstanding. ASP LS Acquisition Corp. was formed to effectuate the acquisition of LaserShip, Inc. by the private equity firm American Securities. AUTO MONEY: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina authorized Auto Money North, LLC to use cash collateral on an interim basis in accordance with the budget. AutoMoney, Inc., an affiliate of the Debtor, asserts a blanket lien on substantially all the Debtor's cash, accounts receivable, and/or payment rights to secure a $893,010 debt as of November 30, 2022. The Debtor proposes to grant AutoMoney, Inc. a replacement lien on post-petition assets to the same validity, extent, and priority as its pre-petition lien, for any post- petition diminution in the pre-petition collateral as well as a replacement lien on all other property that may be acquired post-petition by the Debtor with the replacement lien having the same validity, extent, and priority as the pre-petition lien on such property. The Court said the Debtor is permitted to use cash collateral for funding the ordinary and necessary costs of operating and maintaining its business limited in kind and amount to the total expenses set forth in the Budget, with a 10% variance. A final hearing on the matter is set for December 28, 20222 at 9:30 a.m. A copy of the order is available at https://bit.ly/3HFucNy from PacerMonitor.com. About Auto Money North LLC Auto Money North LLC, doing business as Auto Money Title Loans North, provides title loans and title pawns to residents of South Carolina and Georgia. Auto Money North LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 22-0330) on Dec. 2, 2022. In the petition filed by Mark Allen, as manager, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The Debtor is represented by Stanley H. McGuffin, Esq. AVAYA INC: $743M Bank Debt Trades at 66% Discount ------------------------------------------------- Participations in a syndicated loan under which Avaya Inc is a borrower were trading in the secondary market around 34.2 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $743 million facility is a Term loan. It is scheduled to mature on December 15, 2027. About $737.4 million of the loan is withdrawn and outstanding. Avaya Inc. provides communication software and services. The Company offers unified communications, as well as contact centers, cloud, and collaboration services. AVAYA INC: $800M Bank Debt Trades at 66% Discount ------------------------------------------------- Participations in a syndicated loan under which Avaya Inc is a borrower were trading in the secondary market around 33.9 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $800 million term loan facility is scheduled to mature on December 15, 2027. The amount is fully drawn and outstanding. Avaya Inc. provides communication software and services. The Company offers unified communications, as well as contact centers, cloud, and collaboration services. AVAYA INC: Fitch Lowers LongTerm Issuer Default Rating to 'CC' -------------------------------------------------------------- Fitch Ratings has downgraded Avaya Inc.'s Issuer Default Rating (IDR) to 'CC' from 'CCC-' and its senior secured term loans and notes to 'CC'/'RR4' from 'CCC'/'RR3. There is no Rating Outlook. The downgrade of the IDR to 'CC' reflects a default of some kind appears probable. The two-notch downgrade of the senior secured term loan and notes to 'CC'/'RR4' reflects lower recovery based on a decline in the going concern EBITDA emanating from an accelerated erosion of the company's competitive profile and little incremental cost savings beyond those initiated in fiscal fourth quarter 2022 to begin in fiscal 2023. A downgrade to 'C' could result from a comprehensive debt restructuring or a DDE, indicating a default or default-like process has begun. KEY RATING DRIVERS Default Risk: Fitch believes a default of some kind is probable in the coming months. On Dec. 13, 2022, Avaya filed an 8-K including cleansing materials comprising a business presentation and term sheets with the latter detailing negotiations with term loan lenders and convertible noteholders including both out-of-court and bankruptcy options. The company has delayed filing its 10-K for fiscal 2022 past the Nov. 29, 2022 prescribed due date. Additionally, the company does not anticipate filing the 10-K on or before the 15th calendar day following Nov. 29, 2022. The term loan and ABL facility covenants require the company's audited financials to be provided on or before Dec. 29, 2022. There is a 30-day cure period on the failure to deliver compliant financial statements Material Weaknesses: In August 2022, Avaya disclosed there is substantial doubt about its ability to continue as a going concern and that it is conducting certain internal investigations. On Nov. 30, 2022, the company disclosed via an 8-K that it had determined that control deficiencies under review represent material weaknesses in its internal control over financial reporting (ICFR). Further, PricewaterhouseCoopers LLP's opinion dated Nov. 22, 2021 in the 2021 Form 10-K, relating to the effectiveness of the company's internal control over financial reporting as of Sept. 30, 2021, should no longer be relied upon for the reasons described in the 8-K filing. The material weaknesses in ICFR did not result in a material misstatement of any of the company's previously issued financial statements. Earnings and Cash Flows Pressured: Avaya's cash flows have been under pressure as it transitions to a cloud/subscription-based model, with management now projecting adjusted EBITDA bottoming out at $229 million in FY2024 versus $719 million in FY2021. This is materially below Fitch's last projection of $592 million in FY2024. Management projects adjusted EBITDA will grow after FY2024, reaching $423 million in FY2027, still well below FY2021 levels. Management projections indicate FCF (CFFO less capex) will not turn positive until FY2027, after bottoming out in FY2022 at negative $419 million (excluding restructuring fees). A cost reduction program slated to begin in FY2023 should partially mitigate the pressure on cash flow from this transition and from recent declines in operating results. To offset the pressure on cash flow, the company has targeted cost reductions reaching a run rate of nearly $525 million by the first quarter of FY2024. Cuts are expected in selling, general and administrative expenses, as well as discretionary spending. New CEO: The company appointed Alan Masarek CEO, previously CEO of Vonage Holdings Corp. from 2014 to 2020 and who led Vonage's transition to an enterprise-focused cloud communications services provider from a residential phone provider. The new CEO has initiated a comprehensive review of Avaya's strategic and business operations. Fitch believes that there is material execution risk associated with possible strategic changes and the company's cost reduction plans. The new CEO's prior experience has the potential to mitigate the execution risk as Avaya continues to transition to the cloud/subscription-based model. Market Position Evolving: Avaya's business continues to shift to a recurring revenue and software- based model. However, it has experienced working capital headwinds resulting from this shift in the business model. OneCloud ARR, a key measure of this change, has increased from $35 million at the end of fiscal 2019 to $838 million at the end of 3Q22 (and from $750 million at the end of 2Q22). Similarly, revenue from cloud, alliance partners and subscription has increased from 14% in fiscal 2018 to 53% in 3Q22. The ratings are limited by the competitiveness of the company's markets, particularly for cloud-based solutions. Near-Term Leverage Increasing: Fitch has not updated its financial forecast given the accounting uncertainties. For the last publicly reported period, EBITDA leverage at the parent was approximately was 5.1x for the LTM ending March 31, 2022. Based on Fitch's estimate of debt on Sept. 30, 2022, and using the company's projected adjusted EBITDA of $294 million for FY2022, leverage was 11.9x. Long Term Business Plan: Fitch has not evaluated the company's long-term business plan filed in the Dec. 13, 2022, 8-K cleansing materials. DERIVATION SUMMARY Avaya faces numerous competitors given its cloud-based, on-premise and hybrid solutions for CC and UC applications. Avaya is a large vendor in the global UC industry but is substantially smaller and less diversified than its primary competitors in the enterprise market: Cisco Systems, Inc. and Microsoft Corporation (AAA/Stable). Additional competitors in the enterprise market include NEC, Atos Unify, Alcatel-Lucent Enterprise and Huawei. In the mid-market UC industry, competitors include Mitel, NEC, Cisco and Microsoft. KEY ASSUMPTIONS Fitch has only updated its recovery assumptions given Avaya's internal investigations of its financial results for the quarter ended June 30, 2022 and the material weaknesses in the company's internal control over financial reporting Fitch's Key Assumptions Within the Rating Case for the Issuer Include Recovery Rating (RR) Assumptions: The recovery analysis assumes the enterprise value of Avaya is maximized in a going-concern scenario versus liquidation. Fitch contemplates a scenario in which default may be caused by continued secular pressure in premise-based offerings, and setbacks in its recent success with subscription/cloud-based products arising from heightened competitive pressures. An accelerated erosion of the company's competitive profile, combined with little incremental cost savings beyond those beginning in fiscal 2023 has reduced going concern EBITDA relative to Fitch's prior expectations. Under this scenario, Fitch estimates a going-concern EBITDA of $300 million. Fitch assumes Avaya will receive a going-concern recovery multiple of 5.5x EBITDA under this scenario. The 5.5x multiple compares with the bankruptcy exit multiple for Avaya of 8.1x, and the median multiple of 8.4x for recent transactions for low-to-moderate growth enterprise communications companies in the 8x-9x range, including ShoreTel, Intrado, Polycom and Alcatel Lucent's enterprise business, among others. Fitch assumes $150 million of the $200 million secured ABL is drawn (based on the current borrowing base) at the time of default and a 10% administrative claim through a restructuring. Fitch-forecasted going-concern EBITDA of $300 million and recovery multiple of 5.5x result in a post-reorganization enterprise value of $1.5 billion after the deduction of expected administrative claims and the assumed ABL drawn amount, resulting in 42% recovery for the $3.14 billion first-lien senior secured term loan and notes. There is no notching from the IDR, leading to a rating of 'CC'/'RR4' on the first-lien debt. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A successful resolution to the repayment of its June 2023 maturities without entering bankruptcy or conducting a DDE, while maintaining a sufficient level of liquidity to meet debt service and execute on its cost reduction plans; - Filing of its financials, without a going concern qualification; - Successful execution of cost reductions while stabilizing the revenue trajectory. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A negative rating action could result from a comprehensive debt restructuring or DDE; - An inability to maintain sufficient cash levels to operator over the next 12 months. LIQUIDITY AND DEBT STRUCTURE Liquidity Position: Avaya has been facing pressure on cash from its transition to cloud-based/subscription services. Per the company's Dec. 13, 2022 filing, the company had $253 million of cash and its $200 million ABL facility due 2025 was undrawn. Subsequent to yearend, the company drew $80 million on the ABL and the company assumed pro forma availability on the ABL of $90 million for total liquidity of $343 million. Liquidity excludes the $221 million cash in escrow. In July 2022, the company closed on a $350 million senior secured term loan and $250 million of 8% first lien exchangeable notes due 2027. Proceeds were used to repay $129 million of 2.25% senior unsecured convertible notes due in June 2023 at the parent, with the remainder escrowed to be used to repay the $221 million remain convertibles outstanding and for general corporate purposes. The debt structure, in addition to the ABL facility and the July 2023 refinancing, now consists of a $1.893 billion first-lien term loan, consisting of three tranches, that mature in December 2027, $1 billion of 6.125% senior secured first-lien notes due 2028, and $250 million of first lien 8% exchangeable notes. Owing to a $250 million prepayment in November 2019, Fitch believes there will be no further required amortization payments on the term loan prior to maturity under the credit agreement. ISSUER PROFILE Avaya Inc. provides digital communications products, solutions and services, including contact center and unified communications and collaboration products and services. Its primary customers are enterprises and midmarket businesses. Avaya operates in approximately 190 countries and has about 90,000 customers. ESG CONSIDERATIONS Avaya Inc. has an ESG Relevance Score of '4' for Governance Structure due to the sudden departure of the CEO in mid-2022 and uncertainties regarding potential changes in strategy and operations, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Avaya Inc. has an ESG Relevance Score of '4' for Financial Transparency due to preliminary third quarter results for revenue and adjusted EBITDA that were materially lower than prior guidance and the material weakness in its internal controls over financial reporting, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Avaya Inc. LT IDR CC Downgrade CCC- senior secured LT CC Downgrade RR4 CCC AVENTIV TECHNOLOGIES: $1.02B Bank Debt Trades at 23% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Aventiv Technologies LLC is a borrower were trading in the secondary market around 76.6 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.02 billion facility is a Term loan. It is scheduled to mature on November 1, 2024. About $978.9 million of the loan is withdrawn and outstanding. Aventiv Technologies is a diversified technology company that provides innovative solutions to customers in the corrections and government services sectors. AVSC HOLDING: $210M Bank Debt Trades at 18% Discount ---------------------------------------------------- Participations in a syndicated loan under which AVSC Holding Corp is a borrower were trading in the secondary market around 82.2 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $210 million Term loan is scheduled to mature on September 1, 2025. The amount is fully drawn and outstanding. AVSC Holding Corp. operates as a holding company. The Company, through its subsidiaries, provides commercial support services. BERNARD L. MADOFF: BSI AG Move to Dismiss Case Denied ----------------------------------------------------- Securities Investor Protection Corporation, Plaintiff-Applicant, v. Bernard L. Madoff Investment Securities LLC, Defendant. In re: Bernard L. Madoff, Debtor. Irving H. Picard, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC, Plaintiff, v. BSI AG, individually and as a successor in interest to Banco Del Gottardo AG, Defendant, No. 08-01789 (CGM), Adv. Pro. No. 12-01209 (CGM), (Bankr. S.D.N.Y.), Bankruptcy Judge Cecelia G. Morris denies the motion to dismiss filed by the Defendant, BSI AG, individually and as a successor in interest to Banca Del Gottardo AG. Irving Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC filed this adversary in Bankruptcy Court, in which the main underlying SIPA Proceeding, Adv. Pro. No. 08-01789 (CGM), is pending. The SIPA Proceeding was originally brought in the U.S. District Court for the Southern District of New York as Securities Exchange Commission v. Bernard L. Madoff Investment Securities LLC et al., No. 08-CV-10791, and has been referred to the Bankruptcy Court. In this adversary proceeding the Trustee is seeking to recover nearly $61 million in subsequent transfers made to BSI. The subsequent transfers were derived from investments with BLMIS made by Fairfield Sentry Limited and Fairfield Sigma Limited. Fairfield Sentry and Fairfield Sigma are referred to as "feeder funds" because the intention of the funds was to invest in BLMIS. Following BLMIS' collapse, the Trustee filed an adversary proceeding against Fairfield Sentry and related defendants to avoid and recover fraudulent transfers of customer property in the amount of approximately $3 billion. In 2011, the Trustee settled with Fairfield Sentry. As part of the settlement, Fairfield Sentry consented to a judgment in the amount of $3.054 billion but repaid only $70 million to the BLMIS customer property estate. The Trustee then commenced a number of adversary proceedings against subsequent transferees like BSI to recover the approximately $3 billion in missing customer property. BSI argues that the Trustee has failed to plead personal jurisdiction and plausibly allege that BSI received customer property. The Trustee argues in the Complaint that BSI purposefully availed itself of the laws of the United States and New York by directing funds to be invested with New York-based BLMIS through Fairfield Sentry. The Court determines that the Trustee has alleged legally sufficient allegations of jurisdiction simply by stating that BSI "knowingly directed funds to be invested with New York-based BLMIS through Fairfield Sentry." The Court holds that this allegation alone is sufficient to establish prima facie showing of jurisdiction over BSI in the pre-discovery stage of litigation. At the pre-discovery stage, the allegations need not be factually supported. The Trustee pleaded the avoidability of the initial transfer (from BLMIS to Fairfield Sentry) by adopting by reference the entirety of the complaint filed against Fairfield Sentry in the adversary proceeding titled Picard v. Fairfield Inv. Fund Ltd., Adv. Pro. No. 09-1239, (S.D.N.Y.). BSI has not objected to the adoption of the Fairfield Amended Complaint. Through the adoption of the Fairfield Amended Complaint, the Trustee has adequately pleaded, with particularity, the avoidability of the initial transfers due to the Fairfield Funds' knowledge of BLMIS' fraud. BSI further argues that the Court should dismiss the complaint due to the affirmative defense of good faith under Section 550(b) and that the "safe harbor" defense found in 11 USC Section 546(e) bars the trustee's claims. On the issue of the safe harbor, the Court adopts the district court's reasoning in: Picard v. Multi-Strategy Fund Ltd. (In re BLMIS), No. 22-CV-06502 (JSR), 2022 WL 16647767 (S.D.N.Y. Nov. 3, 2022). The district court determined that "those defendants who claim the protections of Section 546(e) through a Madoff Securities account agreement but who actually knew that Madoff Securities was a Ponzi scheme are not entitled to the protections of the Section 546(e) safe harbor, and their motions to dismiss the Trustee's claims on this ground must be denied. . . In circumstances in which a transferee was complicit in Madoff Securities' fraud, Section 546(e) does not apply as a matter of its express terms." In the adversary proceeding styled as Picard v. Fairfield Inv. Fund (In re BLMIS), No. 08-01789 (CGM), Adv. No. 09-01239 (CGM), 2021 WL 3477479, at *4 (Bankr. S.D.N.Y. Aug. 6, 2021), the Court has already determined that the Fairfield Complaint contains sufficient allegations of Fairfield Sentry's actual knowledge to defeat the safe harbor defense on a Rule 12(b)(6) motion" it is replete with allegations demonstrating that Fairfield Sentry had actual knowledge that BLMIS was not trading securities. As to the question, whether the safe harbor applies to the initial transfers under the theory that BLMIS' transfers to Fairfield Sentry were made in connection with Fairfield Sentry's contracts with BSI and BDG (rather than Fairfield Sentry's contract with BLMIS) is not answerable on the pleadings. If such a fact-specific determination is needed, the Court will make it with the benefit of a "full factual record." The Trustee has pleaded that, based on its investigations to date, "the Fairfield Sentry-BSI Subsequent Transfers total at least $27.32 million" and the "Subsequent Transfers [from Fairfield Sentry to BDG] total at least $20.27 million." The Trustee has further pleaded that, based on its investigations to date, following the transfer of $772.69 million from Fairfield Sentry to Fairfield Sigma, "Fairfield Sigma transferred at least $8.7 million to BSI" and "Fairfield Sigma transferred at least $4.6 million of the Fairfield Sigma Subsequent Transfers to BDG." These exhibits provide BSI with the "who, when, and how much" of each transfer. BSI argues that the Trustee's "barebones" allegations that the subsequent transfers made to BSI by the Fairfield Funds consisted of BLMIS customer property are "facially implausible." To the extent that BSI argues that the Court must consider the aggregate amount all of the subsequent transfer cases pending before the Court in order to determine the feasibility of the allegations in the Complaint, the Court opines that the task is not required at this stage of the litigation. The Court finds that the Complaint plausibly pleads that BSI received customer property because Fairfield Sentry did not have other property to give. The Court rules, however, that the calculation of Fairfield Sentry's customer property and what funds it used to make redemption payments are issues of fact better resolved at a later stage of litigation. BSI argues that the Court should dismiss the Trustee's complaint because it took for value, in good faith, and without knowledge of the voidability of the transfer. The Court rules that it is not appropriate for the Court to resolve these factual issues at this stage of the litigation. Whether BSI gave value is a question of fact to be resolved either at the summary judgment stage or at trial. The burden of proving good faith falls squarely on BSI and the Court cannot make a determination on BSI's affirmative defense until after a fact-intensive inquiry. Good faith is linked with whether one had knowledge of the voidability of the transfer. A full-text copy of the Amended Memorandum Decision dated Dec. 2, 2022, is available at https://tinyurl.com/2p84xzxz from Leagle.com. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors "Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern" assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BERNARD L. MADOFF: Dumbauld's Motion to Dismiss Denied ------------------------------------------------------ In the adversary case styled Securities Investor Protection Corporation, Plaintiff-Applicant, v. Bernard L. Madoff Investment Securities LLC, Defendant. In re: Bernard L. Madoff, Debtor. Irving H. Picard, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC, Plaintiff, v. UBS AG, et al., Defendants, No. 08-01789 (CGM), Adv. Pro. No. 10-04285 (CGM), (Bankr. S.D.N.Y.), Bankruptcy Judge Cecelia G. Morris denies the motion to dismiss filed by the Defendant Theodore Dumbauld. Irving Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC filed this adversary in Bankruptcy Court, in which the main underlying SIPA Proceeding, Adv. Pro. No. 08-01789 (CGM), is pending. The SIPA Proceeding was originally brought in the U.S. District Court for the Southern District of New York as Securities Exchange Commission v. Bernard L. Madoff Investment Securities LLC et al., No. 08-CV-10791, and has been referred to the Bankruptcy Court. In this adversary proceeding the Trustee is seeking to recover transfers of customer property allegedly made by BLMIS to Defendants, Luxalpha SICAV and Groupement Financier. Luxalpha and Groupement Financier (the "Feeder Fund Defendants") were investment vehicles that fed into BLMIS. Dumbauld served these Access entities in various roles. He was a Partner at Access International Advisors LLC beginning in 2002 and then became the Chief Investment Officer of Access International. Dumbauld held both of these positions until his 2006 departure. Dumbauld was also a director of Access International. According to the Trustee's Complaint, "the Feeder Fund Defendants collectively invested approximately $2 billion with BLMIS through more than 150 separate transfers." The Trustee is seeking to avoid at least $1.1 billion in transfers paid from BLMIS to the Feeder Funds within six years of the filing date of this SIPA case. Of the Six Year Transfers, $1.01 billion was transferred from BLMIS to the Feeder Funds during the two years preceding the filing of this SIPA case. The Two-Year Transfers included transfers of approximately $735 million to Luxalpha and approximately $275 million to Groupement Financier. Count seven of the Complaint is asserted against Dumbauld and all of the other non-Feeder Fund defendants. In count seven, the Trustee is seeking to recover subsequent transfers of BLMIS customer property that was initially transferred from BLMIS to the Feeder Funds and then subsequently transferred from the Feeder Funds to the Subsequent Transfer Defendants. It is alleged that Dumbauld "at minimum, . . . received $1.25 million in compensation paid from bank accounts controlled by Access's New York office from 2004 through 2007." And that he "received these transfers as distributions, payments, or other transfers of value in connection with his role as Access partner and Chief Investment Officer." In his motion to dismiss, Dumbauld argues: that the "the safe harbor," bars the Trustee from avoiding initial transfers from BLMIS to the Feeder Funds made more than two years before the petition date; that the Trustee has failed to adequately plead a subsequent transfer claim against Dumbauld; and that Dumbauld received BLMIS customer property "for value" as employee compensation. In a related adversary proceeding styled as Picard v. UBS, AG (In re BLMIS), No. 08-01789 (CGM), Adv. Pro. No. 10-04285 (CGM), 2022 WL 17085033, at *12-*14 (Bankr. S.D.N.Y. Nov. 18, 2022), the Court has already determined that the Trustee has sufficiently plead that the Feeder Funds (and most of the subsequent transferees) had actual knowledge that BLMIS was not trading securities, which makes the safe harbor inapplicable by its express terms. As to the question, whether the safe harbor applies to the initial transfers under the theory that BLMIS' transfers to the Feeder Funds were made in connection with the Feeder Fund's contracts with its customers (rather than the Feeder Funds' contracts with BLMIS), the Court rules that it is not answerable on the pleadings. If such a fact-specific determination is needed, the Court will make it with the benefit of a "full factual record." Dumbauld also argues that the Trustee has failed to plead facts that create a plausible inference that the subsequent transfers made to him by the Feeder Fund Defendants consisted of customer property. In the Complaint, the Trustee provides Dumbauld with the "who, when, and how much" of the purported transfers. The Trustee has alleged that Luxalpha was established entirely with BLMIS customer property that was withdrawn from the Oreades' BLMIS account. And that the Feeder Fund Defendants invested 100% of their assets directly with BLMIS. The Trustee also alleges that BLMIS customer property accounts for 92% of Access' total revenue. As such, any and all subsequent transfers made from the Feeder Fund Defendants to Dumbauld are very likely comprised of BLMIS customer property. The Court holds that these allegations provide more than enough detail to apprise the Dumbauld of the subsequent transfers the Trustee is seeking to collect. In addition, Dumbauld argues that the subsequent transfers he received are alleged to be "compensation," "distributions, payments, or other transfers of value in connection with his role as Access partner and Chief Investment Officer." The cause of action should be dismissed against him as he received the transfers "for value." On the other hand, the Trustee argues that he has plead "more" in that he has alleged that Dumbauld has not received the transfers in good faith and that Dumbauld had knowledge of their voidability. The Trustee also argues that the compensation Dumbauld received was not "for value." Even if the "for value" prong of Section 550(b)(1) was conceded by the Trustee, the Complaint cannot be dismissed against Dumbauld because Dumbauld is also required to plead and prove that he took the transfers in good faith and without knowledge of their avoidability. The Trustee has alleged that Dumbauld had actual knowledge of BLMIS' fraud. Dumbauld knew that this meant that BLMIS had not made the trades it reported to have made. This was confirmed by an outside consultant who reported his findings to Dumbauld. If the Trustee can prove that Dumbauld knew that BLMIS was not actually trading securities, then he may be said to not have received his compensation "for value." The Court concludes that allegations set forth in the Complaint are sufficient to demonstrate that Dumbauld's affirmative defense is not asserted on the face of the Complaint. Accordingly, the Court denies Dumbauld's motion to dismiss. A full-text copy of the Memorandum Decision dated Dec. 1, 2022, is available at https://tinyurl.com/36mxp76x from Leagle.com. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors "Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern" assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BF CHINATOWN: Business Operation & Litigation Proceeds to Fund Plan ------------------------------------------------------------------- BF Chinatown LLC filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Disclosure Statement describing Plan of Reorganization dated December 12, 2022. The Debtor is a limited liability company organized to own and operate a fitness facility at a premises leased from Terrell Place Property, LLC (the "Landlord"). Owing to the fact that Landlord never completed the legally necessary and operationally necessary pre-conditions to being able to successfully open, the Debtor was never able to fully provide its services to the general public. Other than approximately $72,000 paid to Raymond Rahbar, no insiders or affiliates of the Debtor received compensation from the Debtor within two years of the Debtor's petition for relief. Raymond Rahbar has provided management for the Debtor both before and during the bankruptcy filing. This management will continue through any reorganization. Filing of this bankruptcy was the result of litigation brought by the Landlord in the Superior Court for the District of Columbia, litigation brought by United Leasing in Superior Court for the District of Columbia, and litigation brought by BF Chinatown against Landlord in Superior Court for the District of Columbia. The Plan is a reorganizing plan. Once the Landlord completes its obligations under the Lease (which are a condition precedent to the Debtor's obligations under the Lease, the Debtor will commence rehiring and retraining of employees, and once this preparatory work is completed, the Debtor will commence its normal business operations. Class 2 consists of the Allowed Secured Claim of Geneva Capital and United Leasing. This Class is unimpaired. The Class 2 Claims of Geneva Capital and United Leasing shall, on the first Business Day of the first month after the Effective Date, receive, after the Debtor's required monthly payment to the holder of the Class 5 Claim: (a) a monthly payment equal to the contract payment which would have been due but for any pre-petition default by the Debtor; and (b) a monthly dividend equal to the fractional share (pro-rata as between Geneva Capital and United Leasing) of any dividends available to creditors after the payment of any administrative claims until any pre-petition arrearage shall have been cured. Class 3 consists of the general unsecured claims of all other creditors, other than the claim of Raymond Rahbar as to his Equity Interest. This class is unimpaired. The holders of Class 3 claims shall, on the first Business Day of the first month after the Effective Date, receive, after the Debtor's required monthly payment to the holder of the Class 5 Claim, a monthly dividend equal to the fractional share (pro-rata as between the holders of any allowed Class 3 claims) of any dividends available to creditors after the payment of any administrative claims and Class 2 claims. Class 4 consists of the claims of the Debtor’s equity interest held by Raymond Rahbar. This interest will be retained but will receive no Plan distribution. This Class is impaired. Class 5 shall consist of the lender who may provide a line of credit in the amount of not more than $300,000 which sum shall bear interest at the then Wall Street Journal Prime Rate plus 3%. The holder of this Class 5 claim shall, based upon the Confirmation Order (and without the need for any other action under state law) hold a super-priority lien against all assets of the debtor's estate. The holder of the Class 5 claim shall receive a dividend in an amount necessary to fully amortize the balance due under the credit facility over 60 months. Payments and distributions under the Plan will be funded by the operations of the Debtor and from the proceeds available to the Debtor incident to the claims set forth in that civil action currently styled as BF Chinatown, LLC v. Terrell Place Property, LLC, et al., pending before the Superior Court of the District of Columbia. However, prior to the commencement of its normal business operations, the Debtor will require additional funds which may be provided by a line of credit from Iz Best Bro, LLC, Tababi Capital LLC, and other venture capital and short-term lenders. This line of credit is anticipated to be in the amount of not more than $300,000 and will bear interest at the then Wall Street Journal Prime Rate plus 3%. A full-text copy of the Disclosure Statement dated December 12, 2022, is available at https://bit.ly/3v3iwMZ from PacerMonitor.com at no charge. Proposed Counsel for the Debtor: John P. Forest, II, Esq. 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Telephone: (703) 691-4940 Email: john@forestlawfirm.com About BF Chinatown LLC BF Chinatown LLC -- http://www.byndfit.com/-- is a fitness gym in Washington, DC. It offers over 20,000 sq. ft. of gym space with cardio, kettlebells, weights, machines, and more. BYNDfit provides a number of unique offerings and amenities, making it the only fitness facility to provide so many features in one place. It also provides 250 class options per week: from immersive cycling to hip hop yoga, kinstretch to HIIT training. BF Chinatown LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11143) on Aug. 30, 2022. In the petition filed by Raymond Rahbar, manager, the Debtor reported between $500,000 and $1 million in both assets and liabilities. John P. Forest, II, Esq., serves as the Debtor's counsel. CAPITAL TRUST: Moody's Confirms Ba2 Rating on Series 2018A/B Bonds ------------------------------------------------------------------ Moody's Investors Service has confirmed the Ba2 rating on the Capital Trust Agency, FL's Student Housing Revenue Bonds (University Bridge, LLC Student Housing Project), Series 2018A and Taxable 2018B. The outlook on the bonds has been revised to negative from rating under review. RATINGS RATIONALE The Ba2 confirmation incorporates below 1x debt service coverage ratio (FY21 unaudited financials) attained in the projects first full year of operations, depletion of surplus funds required to pay debt service, the growing competitive off-campus housing options for students to live, as well as the current inflationary environment. The rating also takes into account the restoration of full occupancy levels as exhibited in Fall 2022 occupancy levels (99.8%), strong academic year projections (2022 to 2023), increasing project rent levels as well as the return to surplus fund contributions. RATING OUTLOOK The negative outlook reflects Moody's view that the project remains susceptible to a prolonged recovery period stemming from pandemic-suppressed occupancy levels, resulting in poor debt service coverage and reduced liquidity. Current occupancy and 2022/2023 academic year projections indicate that project performance is improving and is anticipated to reach underwritten proformas. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Significant and sustained improvement in debt service coverage Sustained strong occupancy and rent levels FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Weak financial performance as measured by low and/or declining debt service coverage levels Taps to the debt service reserve fund required to pay debt service Prolonged sub-par occupancy and rent levels LEGAL SECURITY Project revenues will constitute the primary source of revenue for the rated debt. The bond trustee will also have a security interest in various funds, such as the Bond Fund, Debt Service Reserve Fund, and the Repair and Replacement Fund, as provided by the indenture. PROFILE The obligor and the owner of the projects is University Bridge, LLC Student Housing Project, a single member limited liability company that was formed for the purpose of acquiring and financing the University Bridge project ("The One") serving students of Florida International University (FIU). The sole member of the borrower is Atlantic Housing Foundation Inc, a South Carolina non-profit corporation. METHODOLOGY The principal methodology used in these ratings was Global Housing Projects published in June 2017 CARRIAGE SERVICES: Restoration Plan No Impact on Moody's 'B2' CFR ----------------------------------------------------------------- Moody's Investors Service says Carriage Services, Inc.'s recently announced High Performance and Credit Profile Restoration Plan supports deleveraging and is credit positive as it will reduce financial leverage and improve liquidity. However, it has no impact on the company's B2 corporate family rating and stable outlook. Carriage Services, Inc., headquartered in Houston, Texas, is a public company that provides funeral and cemetery services and merchandise in the US. As of September 30, Carriage operated 169 funeral homes in 26 states and 31 cemeteries in 11 states across the US. Carriage generated about $372 million revenue for the LTM period ended September 30, 2022 CASTLE US: $1.2B Bank Debt Trades at 36% Discount ------------------------------------------------- Participations in a syndicated loan under which Castle US Holding Corp is a borrower were trading in the secondary market around 64.1 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.20 billion facility is a Term loan. It is scheduled to mature on January 29, 2027. The amount is fully drawn and outstanding. Castle US Holding Corporation provides database tools and software to public relations and communications professionals. CASTLE US: $295M Bank Debt Trades at 38% Discount ------------------------------------------------- Participations in a syndicated loan under which Castle US Holding Corp is a borrower were trading in the secondary market around 62.4 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $295 million term loan is scheduled to mature on January 29, 2027. The amount is fully drawn and outstanding. Castle US Holding Corporation provides database tools and software to public relations and communications professionals. CCC CONSULTING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: CCC Consulting Corporation 604 Wrede Way West Covina, CA 91791 Business Description: The Debtor owns a pizza restaurant. Chapter 11 Petition Date: December 16, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-16853 Judge: Hon. Ernest M. Robles Debtor's Counsel: James E. Till, Esq. LIMNEXUS LLP 707 Wilshire Blvd 46th Floor Los Angeles, CA 90017 Tel: (213) 955-9500 Email: james.till@limnexus.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Edmund Cutting as CEO/CFO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/B274T5Q/CCC_Consulting_Corporation__cacbke-22-16853__0001.0.pdf?mcid=tGE4TAMA CITIZEN PROTECTION: Exclusivity Period Extended to Jan. 16 ---------------------------------------------------------- Citizen Protection, Inc. has been given more time to file its plan for emerging from Chapter 11 protection. Judge Mildred Flores of the U.S. Bankruptcy Court for the District of Puerto Rico extended the exclusivity period to Jan. 16 next year, allowing the company to finalize the terms to be included in its plan of reorganization. Citizen Protection is in the process of reconciling the data included in all claims and assessing the feasibility of the plan, according to its attorney, Javier Vilarino, Esq., at Vilarino & Associates, LLC "It is indispensable for [Citizen Protection] in its reorganization efforts to have sufficient time to finalize such reconciliation and settle all claims to propose a complete, viable, and effective plan," Mr. Vilarino said in court papers. The bankruptcy judge in early November granted Citizen Protection a 60-day extension to file its bankruptcy plan to wait for expiration of the Nov. 21 deadline to file government claims. About Citizen Protection Citizen Protection Inc. provides strategic leadership for the company by working with the Board of Directors and other management to establish long-range goals, strategies, plans and policies. Citizen Protection sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-01475) on May 24, 2022, with as much as $100,000 in both assets and liabilities. Edwin Ayala Figueroa, president of Citizen Protection, signed the petition. Judge Mildred Caban Flores oversees the case. Javier Vilarino, Esq., at Vilarino & Associates, LLC and Tamarez CPA, LLC serve as the Debtor's legal counsel and accountant, respectively. CITY OF CHESTER: Jenner, Flaster Advise on Municipal Group ---------------------------------------------------------- In the Chapter 9 cases of City of Chester, Pennsylvania, the law firm of Jenner & Block LLP and Flaster/Greenberg submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Ad Hoc Committee of Retired Municipal Employees of the City of Chester, Pennsylvania. On February 8, 2022, Michael Doweary, as the receiver for the City of Chester, Pennsylvania, received written authorization to file a municipal debt adjustment action on behalf of the City from the Secretary of the Pennsylvania Department of Community and Economic Development. On November 10, 2022, the Receiver caused the City to file a petition for protection under chapter 9 of the Bankruptcy Code. On December 13, 2022, the Ad Hoc Retiree Committee retained Jenner and Flaster, respectively, as counsel in connection with this chapter 9 case. The names of the individuals appointed to the Ad Hoc Retiree Committee are: Randy Bothwell, Alan Davis, Ed McClellan, Chuck Bolgunas, Steve Quigley, Jack Gresch, and Mark Sarnocinski. Each of the individuals listed in Paragraph 4 is a retired municipal employee of the City and holds claims against the City for pension and other post-employment benefits. The Ad Hoc Retiree Committee makes no representation regarding the amount, allowance, or priority of such claims and reserves all rights with respect thereto. Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of, any Ad Hoc Retiree Committee member's right to assert, file, or amend his or her claim(s) in accordance with applicable law and any orders entered in this chapter 9 case, including any order establishing procedure for filing proofs of claim. The Ad Hoc Retiree Committee reserves the right to amend or supplement this Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019. Counsel for the Ad Hoc Committee of Retired Municipal Employees of Chester, Pennsylvania can be reached at: FLASTER GREENBERG, P.C. William J. Burnett, Esq. 1717 Arch St. Suite 3300 Philadelphia, PA 19103 Tel: (215) 279-9383 E-mail: william.burnett@flastergreenberg.com - and - JENNER & BLOCK LLP Robert D. Gordon, Esq. Carl Wedoff, Esq. 1155 Avenue of the Americas New York, NY 10036 Tel: (212) 891-1600 E-mail: Rgordon@jenner.com cwedoff@jenner.com The City of Chester, Pennsylvania, filed a Chapter 9 bankruptcy petition (Bankr. E.D. Pa. Case No. 22-13032) on Nov. 10, 2022. The Debtor's counsel: TOBEY M. DALUZ Ballard Spahr LLP 302-252-4463 daluzt@ballardspahr.com CLEANSPARK INC: Incurs $57.3 Million Net Loss in FY Ended Sept. 30 ------------------------------------------------------------------ CleanSpark, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $57.33 million on $131.52 million of net total revenues for the year ended Sept. 30, 2022, compared to a net loss of $21.81 million on $39.29 million of net total revenues for the year ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $452.62 million in total assets, $48.61 million in total liabilities, and $404.01 million in total stockholders' equity. CleanSpark said, "Our primary requirements for liquidity and capital are working capital, inventory management, capital expenditures, public company costs and general corporate needs. We expect these needs to continue as we further develop and grow our business. For the year ended September 30, 2022, our primary sources of liquidity came from existing cash and cash equivalents, and bitcoin. Based on our current plans and business conditions, we believe that existing cash and cash equivalents and bitcoin, together with cash generated from operations will be sufficient to satisfy our anticipated cash requirements until we reach profitability, and we are not aware of any trends or demands, commitments, events or uncertainties that are reasonably likely to result in a decrease in liquidity of our assets. We are likely to require additional capital to respond to technological advancements, competitive dynamics or technologies, business opportunities, challenges, acquisitions or unforeseen circumstances and in either the short-term or long-term may determine to engage in equity or debt financings or enter into credit facilities for other reasons. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. In particular, rising inflation and interest rates, and the conflict between Russia and Ukraine have resulted in, and may continue to result in, significant disruption and volatility in the global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations could be adversely affected." Management Commentary "Our business model and capital strategy continue to be standouts in our industry," said Zach Bradford, CEO. "Despite macro headwinds in the economy and bitcoin mining industry, our infrastructure first approach and financial discipline have allowed us to grow in this bear market. We continue to execute our business plans with best-in-class efficient mining operations and by identifying potential accretive acquisitions while maintaining very little leverage on our balance sheet. This team continues to exceed my expectations and I'm so proud of them." "This is a world class team that has doubled, tripled and even quadrupled multiple key performance indicators this fiscal year," said Gary A. Vecchiarelli, CFO. "Our revenue for fiscal year 2022, which ended on September 30, was $131.5M, almost a 250% increase over the prior year. However, we recognized a net loss of $57.3M for the year, of which $42.3M occurred in the fourth quarter. The majority of these fourth quarter losses were primarily due to impairment of goodwill and bitcoin balances, as well as non-cash charges due to modification of equity instruments. Even then, our adjusted EBITDA was $65.7M, a 500% increase over the prior year, which represents the power and scale of our business model. Our rapid growth has continued subsequent to our fiscal year end as we approach 6.0 EH/s, exceeding our calendar year end guidance once again. We have four impressive sites that we own 100% with no partners and little debt, which resulted in mining 3,750 bitcoins, a 320% increase in production for the fiscal year." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/827876/000095017022026564/clsk-20220930.htm About CleanSpark Headquartered in Bountiful, Utah, CleanSpark, Inc. -- www.cleanspark.com -- is a bitcoin mining company incorporated in Nevada, whose common stock is listed on the Nasdaq Capital Market. The Company, through itself and its wholly owned subsidiaries, has operated in the bitcoin mining sector since December 2020. The only cryptocurrency the Company mine is bitcoin. From March 2014 to June 30, 2022, the Company provided advanced energy technology solutions to commercial and residential customers to solve modern energy challenges in the alternative energy sector. As of June 30, 2022, the Company deemed its energy operations to be discontinued operations due to its strategic decision to strictly focus on its bitcoin mining operations and divest of its energy assets. CleanSpark reported a net loss of $23.35 million for the year ended Sept. 30, 2020, and a net loss of $26.12 million for the year ended Sept. 30, 2019. As of June 30, 2022, the Company had $411.06 million in total assets, $34.19 million in total liabilities, and $376.87 million in total stockholders' equity. CLOVIS ONCOLOGY: Dec. 21 Deadline Set for Panel Questionnaires -------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Clovis Oncology Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3BMU7z4 and return by email it to Rosa.Sierra-Fox -- Rosa.Sierra-Fox@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Dec. 21, 2022. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Clovis Oncology Clovis Oncology Inc. (NASDAQ:CLVS) is an American pharmaceutical company which mainly markets products for treatment in oncology. Clovis Oncology, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 22-11292) on Dec. 11, 2022. The Hon. J Kate Stickles is the case judge. Clovis Oncology had $319,164,834 in total assets against $754,564,457 in total liabilities as of Oct. 31, 2022. The Debtors tapped Morris Nichols Arsht & Tunnell LLP and Willkie Farr & Gallagher LLP as bankruptcy co-counsel; AlixPartners, LLP, as restructuring advisor; and Perella Weinberg Partners LP as investment banker. Kroll Restructuring Administration LLC is the claims agent. CLUBHOUSE MEDIA: Cuts Outstanding Debt by Roughly $475,000 ---------------------------------------------------------- Clubhouse Media Group, Inc. said in a press release it has reduced its outstanding debt by approximately $475,000. Clubhouse Media's outstanding debt to noteholders remains approximately $5.1 million (not including accrued interest), following the reduction. "I'm pleased we came to an agreement to close out one of our notes at a discount," said Scott Hoey, chief financial officer of Clubhouse Media. "This is a win for the company and its shareholders as it gets us closer to the goal of eliminating most of our outstanding debt. We are working hard to reduce our liabilities and continue to grow the company." 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 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. 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. CM RESORT: Seeks to Defer Plan Hearing to Jan. 30 ------------------------------------------------- MAR Living Trust, the sole equity owner of the CM Resort, LLC, et al, filed an expedited motion for continuance of the hearing to consider confirmation of its proposed Plan of Reorganization for the Debtors. MAR believes confirmation of the Plan is the best resolution to these jointly administered cases. The Plan resolves all U.S. Trustee Fees, all administrative claims, all secured claims, and all non-insider unsecured claims – for all debtors. The Plan ends future litigation. The Fourth Amended Plan of Reorganization proposed by MAR is currently set for a confirmation hearing on Dec. 13, 2022. At the time of the Order Approving Disclosure Statement dated November 1, 2022, the Plan was fully funded by a single equity partner Texas Land Venture 12, LLC ("TLV"). On November 21 -- three weeks after the disclosure statement was approved -- TLV confirmed that it was no longer willing to be the equity partner in the Plan. The withdrawal of TLV as equity partner at such late date in the confirmation process was out of the control of MAR. MAR informed the Court of this development, and, despite the Thanksgiving Holiday, immediately began to pursue equity partners to replace TLV. In addition, MAR and CM Capital Group ("CMCG") obtained property insurance quotes for the real property outlined in the Plan. The only deficiency to confirming the Plan is the financial backer bailed out late in the process. MAR believes a short 45-day continuance of the Confirmation Hearing will provide enough time to fully replace the TLV equity – and is a benefit to the creditors and the estates. Of particular note is the value of the Plan to the 7R Ranch community at large. Reorganizing these debtors together and approving the Plan will save a suffering community in Palo Pinto County. MAR, the Chapter 11 Trustee, and third parties have worked tirelessly to preserve, protect, and repair the assets of the estates for the residents of the 7R community. MAR requests the Court grant, on an expedited basis, a 45-day continuance of the Confirmation Hearing currently set for December 13, 2022. MAR requests the Court continue the Confirmation Hearing to the week of January 30, 2023 or shortly thereafter. MAR requests that upon granting the continuance, certain respective deadlines outlined in the Plan and Order Approving Disclosure Statement dated November 1, 2022 be tolled and reset based on the new date of the Confirmation Hearing. Attorneys for MAR Living Trust, Plan Proponent: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About CM Resort Based in Gordon, Texas, CM Resort LLC, a single asset real estate, filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-43168) on Aug. 15, 2018. The case is jointly administered with the Chapter 11 cases filed by CM Resort Management LLC and nine other companies. Case No. 18-43168 is the lead case. In the petition signed by Mark Ruff, member and authorized agent, CM Resort estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Russell F. Nelms presides over the case. Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., is CM Resort's legal counsel. John Dee Spicer was appointed as Chapter 11 trustee. The trustee is represented by Cavazos Hendricks Poirot, P.C. CM RESORT: Trustee Says Owner's Plan No Longer Feasible ------------------------------------------------------- John Dee Spicer, Chapter 11 Trustee in this bankruptcy case, filed an objection to MAR Living Trust's Fourth Amended Joint Plan of Reorganization. The MAR Living Trust holds a controlling ownership interest in CM Resort LLC, and each of the other Debtors. The Trustee points out that on November 23, 2022, MAR Trust filed its Notice of Change in Plan Funding Source (the "Funding Termination Notice"), in which the Plan Proponent disclosed that Texas Land Venture 12, LLC (the "Funding Source"), the proposed source of a cash infusion of at least $3,600,000 (the "Plan Funding") terminated its willingness to contribute the necessary Plan Funding. The Trustee further points out that based on the withdrawal of the intended Plan Funding Source, and the absence of any substitute source of the significant funds required to fund the obligations arising from the Plan, the Plan is patently not feasible under 11 U.S.C. Sec. 1129 in its current form. The MAR Trust has not disclosed any alternate source(s) of the required Plan Funding or provided confirmation that the funds necessary for the "proposed equity action" are actually available. Accordingly, confirmation of the Plan should be denied at this time. The Trustee asserts that even if a new funding source appears, confirmation of the current Plan would remain objectionable, because it would constitute a material modification of the Plan terms under 11 U.S.C. Sec. 1127(a) and 1123(a)(5) requiring amendment, re-solicitation and new deadlines for confirmation, including the opportunity for discovery. Any ballots submitted on the current Plan would be based on inaccurate information and confirmation under such circumstances would not be in the best interests of creditors, as required by 11 U.S.C. Sec. 1129(a)(7)(A)(ii). Attorneys for John Dee Spicer, Chapter 11 Trustee: Steven T. Holmes CAVAZOS HENDRICKS POIROT, P.C. Suite 570, Founders Square, 900 Jackson Street Dallas, TX 75202 Phone: (214) 573-7300 Fax: (214) 573-7399 E-mail: sholmes@chfirm.com About CM Resort Based in Gordon, Texas, CM Resort LLC, a single-asset real estate, filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-43168) on Aug. 15, 2018. The case is jointly administered with the Chapter 11 cases filed by CM Resort Management LLC and nine other companies. Case No. 18-43168 is the lead case. In the petition signed by Mark Ruff, member and authorized agent, CM Resort estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Russell F. Nelms presides over the case. Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., is CM Resort's legal counsel. John Dee Spicer was appointed as Chapter 11 trustee. The trustee is represented by Cavazos Hendricks Poirot, P.C. COLOUROZ INVESTMENT: $677M Bank Debt Trades at 26% Discount ----------------------------------------------------------- Participations in a syndicated loan under which ColourOZ Investment 2 LLC is a borrower were trading in the secondary market around 73.9 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $677.5 million Term loan is scheduled to mature on September 7, 2023. The amount is fully drawn and outstanding. ColourOZ Investment 2 LLC provides industrial paint products. The Company conducts business in the United States. CONVERGEONE HOLDINGS: $275M Bank Debt Trades at 56% Discount ------------------------------------------------------------ Participations in a syndicated loan under which ConvergeOne Holdings Inc is a borrower were trading in the secondary market around 43.6 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan. It is scheduled to mature on January 4, 2027. The amount is fully drawn and outstanding. ConvergeOne Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides managed cloud, cyber security, enterprises networking, data center, application and software development, security infrastructure, and hosted collaboration solutions. CPC ACQUISITION: $225M Bank Debt Trades at 29% Discount ------------------------------------------------------- Participations in a syndicated loan under which Cpc Acquisition Corp is a borrower were trading in the secondary market around 71.3 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $225 million facility is a Term loan. It is scheduled to mature on December 29, 2028. The amount is fully drawn and outstanding. CPC Acquisition Corp is in the chemicals industry. CREATIVE HAIRDRESSERS: Olsen's Appeal Affirmed/ Remanded in Part ---------------------------------------------------------------- In the appealed case styled Nicole Olsen, as Class Representative, Appellant, v. Janet M. Nesse, in her capacity as Chapter 7 Trustee for Creative Hairdressers, Inc. and Ratner Companies, L.C., Appellee, Civil Action Nos. TDC-21-3289, TDC-21-3290, TDC-22-0368, TDC-22-0369, (D. Md.), Judge Theodore D. Chuang for the District of Maryland affirms the first order and reverses the second order of the Maryland Bankruptcy Court arising out of the Chapter 11 bankruptcy proceedings of the Debtors Creative Hairdressers, Inc. and Ratner Companies, L.C. In March 2020, the COVID-19 pandemic spread throughout the United States, resulting in closure and lockdown orders by state and local governments. With these orders, Creative Hairdressers was forced to close its salons and furlough most of its employees in late March 2020. Because Creative Hairdressers generated its revenues from payments made at the salons, the closures resulted in an almost immediate depletion of almost all of the company's liquid assets. Creative Hairdressers then agreed to sell its business to HC Salons pursuant to an agreement under which HC Salons committed to provide debtor-in-possession financing to enable Creative Hairdressers to pay its employees the wages due on April 7, 2020. Nicole Olsen, a hairstylist, was working at a Creative Hairdressers salon in New Jersey when it was closed due to the COVID-19 pandemic on March 21, 2020 and therefore did not receive wages for the week ending on that date. On April 7, 2020, Olsen and three other Creative Hairdressers hair stylists filed a putative class and collective action against Ratner in the New Jersey District Court for the unpaid wages due on April 7, 2020 and liquidated damages under the Fair Labor Standards Act and state statutes. Olsen, as a class representative, then filed identical proofs of claim, one against Creative Hairdressers and one against Ratner, in the two different bankruptcy cases. In the Proofs of Claim, Olsen sought $4 million in liquidated damages associated with the unpaid wages for the period from March 15 to March 21, 2020 and asserted that the claim was entitled to priority status as wages. The Debtors objected to the Proofs of Claim on the grounds that (1) a claim for FLSA liquidated damages is not entitled to such priority; and (2) liquidated damages were not owed because the Debtors acted in good faith when they failed to pay the unpaid wages on time due to financial hardship caused by the COVID-19 pandemic. After a hearing, the bankruptcy court issued an Order and a Memorandum of Decision on Dec. 13, 2021 in which it concluded that FLSA liquidated damages are not entitled to priority status. On Jan. 26, 2022, the bankruptcy court issued a Memorandum and Order denying Olsen's claim for FLSA liquidated damages based on a finding that Creative Hairdressers was not liable for liquidated damages associated with the failure to pay the unpaid wages because Creative Hairdressers acted in good faith by moving quickly to find a buyer willing to provide debtor-in-possession financing to "immediately pay the employees pending the sale." Olsen has appealed the two Orders. In the First Bankruptcy Order, the bankruptcy court rejected Olsen's argument that the claim for FLSA liquidated damages should receive priority status in bankruptcy as "wages" under 11 U.S.C. Section 507(a)(4)(A) on the grounds that "liquidated damages under the Fair Labor Standards Act are compensation for potential harm caused by delaying the payment of wages and are not "wages ... earned" by employees as required by Section 507(a)(4)(A)." The question before the Court is whether FLSA liquidated damages constitute "wages" or "salaries" under this provision. The Court explains that Wages and salaries therefore generally consist of compensation for work or services performed. FLSA liquidated damages, however, serve a different purpose. The Court cites the case of Brooklyn Savings Bank v. O'Neil, 324 U.S. 697 (1945), where the U.S. Supreme Court stated that FLSA liquidated damages "constitute compensation for the retention of a workman's pay which might result in damages too obscure and difficult of proof for estimate other than by liquidated damages." The Supreme Court further described the provision as "reparations to restore damage done by. . . failure to pay on time" and the private right to sue for liquidated damages as "an enforcement provision" of a "private-public character" which complements the federal government's injunctive and criminal enforcement powers. Thus, the Court rules that an award of liquidated damages is not compensation for work or services performed, but is compensation for losses beyond unpaid wages that result from the financial hardship associated with the failure to receive owed wages on time. Accordingly, because FLSA liquidated damages are not wages under Section 507(a)(4)(A), the Court will affirm the bankruptcy court's determination that Olsen's claim for FLSA liquidated damages is not entitled to fourth-level priority under the bankruptcy statute. Olsen also asserts that the bankruptcy court erred in ruling that the Debtors are not liable for liquidated damages pursuant to the good faith exception from liquidated damages under 29 U.S.C. Section 260. Under the FLSA, a prevailing employee is generally entitled to liquidated damages consisting of the full amount of unpaid wages, resulting effectively in double damages. The FLSA, however, further provides that "if the employer shows to the satisfaction of the court that the act or omission giving rise to [the FLSA] action was in good faith and that he had reasonable grounds for believing that his act or omission was not a violation of the Fair Labor Standards Act ... the court may, in its sound discretion, award no liquidated damages or award any amount thereof" not to exceed the statutory maximum. In the Second Bankruptcy Order, the bankruptcy court determined that the good faith exception was established because "Creative Hairdressers' delay in paying the March 15 - March 21 payroll was not its choice." Specifically, the bankruptcy court found that Creative Hairdressers had not engaged in "improvident or imprudent practices" and had been taking reasonable steps to address its business challenges, but once the COVID-19 pandemic hit, "the unanticipated government shutdown of the business left it unable to pay the employees." Further, the bankruptcy court found that after the shutdown, Creative Hairdressers attempted to find a buyer for its distressed business and required the purchaser to supply debtor-in-possession financing to pay the employees as soon as possible. Based on these facts, the bankruptcy court held that because its "staunch focus was to be sure employees were paid quickly," Creative Hairdressers had acted in good faith and on reasonable grounds when it failed to pay wages on time. Accordingly, the Court denied the claim for liquidated damages. The Court declines to accept Appellees' view that the good faith exception can be established by demonstrating good faith and circumstances such as severe financial hardship that render a decision not to make timely wage payments reasonable -- such a conclusion is plainly inconsistent with the statutory language and would drastically alter the availability of liquidated damages. The Court concludes that the good faith exception from FLSA liquidated damages requires a determination whether the employer had reasonable grounds to believe that its actions complied with the FLSA. Here, by applying the good faith exception to liquidated damages based on financial hardship rather than on a determination that there were reasonable grounds for believing that the failure to pay was not a violation of the FLSA, the Court finds that the bankruptcy court did not apply the correct legal standard. Accordingly, the Court reverses the determination that Olsen and the class members are not entitled to liquidated damages. On remand, to the extent that the availability of liquidated damages remains relevant to the resolution of this case, the Court instructs the bankruptcy court to assess the applicability of the good faith exception under the statutory standard. A full-text copy of the Memorandum Opinion dated Dec. 1, 2022, is available at https://tinyurl.com/yuu3pj8w from Leagle.com. About Creative Hairdressers Creative Hairdressers, Inc. -- http://www.ratnerco.com/-- operated over 750 salons nationwide under the trade names Hair Cuttery, BUBBLES, and Salon Cielo. The company began in 1974 to create a quality whole-family salon where stylists could make a good living. Creative Hairdressers and Ratner Companies, L.C. sought Chapter 11 protection (Bankr. D. Md. Lead Case No. 20-14583) on April 23, 2020. Creative Hairdressers was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped Shapiro Sher Guinot & Sandler as legal counsel; Carl Marks Advisors as strategic financial advisor; A&G Realty Partners as real estate advisor; and Epiq Bankruptcy Solutions as claims agent. CROWNROCK LP: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed CrownRock, L.P.'s Long-Term Issuer Default Rating (IDR) at 'BB-'. In addition, Fitch has affirmed the company's senior secured reserve-based lending (RBL) credit facility at 'BB+'/'RR1' and senior unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Stable. CrownRock's ratings reflect its core Permian asset base with high liquids exposure, large inventory of highly economic drilling locations, peer-leading cost structure, forecast sub-1.0x leverage profile and the expectation of positive FCF through the rating horizon while maintaining single-digit production digit growth. These factors are partially offset by the company's moderate medium-term refinance risk and limited hedge coverage in 2023, which leaves future cash flows more susceptible to market price fluctuations. KEY RATING DRIVERS Strong Permian Asset Base: CrownRock's acreage position consists of approximately 94,000 net acres in the core of the Midland basin split between Howard, Martin, Midland and Glasscock counties. The asset base has high liquids exposure (79%, 53% oil) as of 3Q22, with over 80% of its core acreage held by production. Drilling inventory remains robust with approximately 1,600 net horizontal drilling locations which are economic at $40/bbl WTI (estimated at approximately 10-15 years), targeting primarily the Middle and Lower Spraberry, Wolfcamp A, Wolfcamp B and Wolfcamp D. Fitch believes the company's extensive inventory of highly economic wells, continued productivity and efficiency improvements and development track record reduces overall cash flow risk and supports the company's shift toward a single-digit production growth plan. Production Growth Moderating: Fitch believes CrownRock's production growth plan is approaching an inflection point and management will shift toward a single-digit growth trajectory going forward as it has nearly reached its 150Mboepd target. CrownRock's annual production growth has exceeded 25% in each of the last three years as production grew from 66Mboepd in 2019 to 140Mboepd in 3Q22 through successful execution and development of its Midland basin assets. Management intends to scale back production growth going forward and maintain a drilling and completion schedule of approximately 150 wells per year which should allow for strong FCF generation through the medium term. Five-Rig Drilling Program, Positive FCF: Fitch expects CrownRock will maintain capital spending at approximately $1.0 billion and average five rigs in 2023 which should provide single-digit production growth and strong FCF generation. Management believes five rigs and between two and three frac crews is adequate to achieve their drilling and completion goal of 150 wells per year and grow at a single-digit pace going forward. Fitch forecasts FCF generation of approximately $1.0 billion in 2023 at its $81/bbl WTI price and expect FCF will be allocated between both tax and discretionary distributions and further debt reduction through open market repurchases (OMR). Sub-1.0x Leverage; Moderate Refinance Risk: Fitch forecasts debt/EBITDA maintained below 1.0x through the rating horizon and continued reduction of gross debt through OMRs. CrownRock has repurchased over $90 million of its senior notes due 2025 and $20 million of its notes due 2029 through the open market and Fitch expects this will continue if the notes continue to trade at or below par. Fitch views this positively as it improves leverage metrics and reduces refinance risks for the company's $1.1 billion 5.625% note which matures in October 2025. Fitch believes CrownRock will be able to materially reduce the outstanding balance of the note before maturity and utilize either the debt capital markets or capacity under the RBL to refinance the note. Reduced Hedge Coverage: Fitch expects CrownRock will reduce its hedge coverage from historical levels and look to maintain upside to currently strong commodity prices. The company is hedging approximately 15% of its oil production in 2023 and is expected to remain at that level going forward. Management's hedging and risk management priorities have shifted away from oil and toward basis hedges, gas takeaway capacity and other in-basin specific risks. Fitch believes the reduction in hedge coverage is neutral to the credit profile given it is similar to public peers and is supported by company's low, peer-leading cost-structure, capital flexibility, strong FCF generation and continued gross debt reduction. DERIVATION SUMMARY CrownRock is a medium-sized operator with 3Q22 average daily production of approximately 140Mboepd, larger than Permian peers Matador Resources Company (BB-/Stable; 105 Mboepd) and Callon Petroleum Company (B/Stable; 107 Mboepd) and similar to both SM Energy Company (BB-/Stable; 138Mboepd) and Permian Resources Corp. (BB-/Stable; approximately 145 Mboepd expected in 4Q22). The company's forecast sub-1.0x gross leverage is similar to peers Matador and SM Energy, but stronger than Callon with leverage expected at sub-1.5x levels in 2022. In terms of cost structure, CrownRock's core position in the Midland Basin and continued efficiencies have resulted in Fitch-calculated half-cycle operating costs of $12.0/boe in 3Q22, which is about is about $1/boe-$3/boe more competitive than the Permian peer average. While CrownRock's average realized price has historically been slightly weaker than Permian peers given in-basin hydrocarbon pricing, their peer-leading cost structure results in mid-cycle unhedged cash netbacks toward the higher end of the Fitch's Permian peer average. KEY ASSUMPTIONS Base Case Assumptions - WTI Oil price of $95/bbl in 2022, $81/bbl in 2023, $62/bbl in 2024 and $50/bbl thereafter; - Henry Hub natural gas price of $6.75/mcf in 2022, $5.00/mcf in 2023, $4.00/mcf in 2024 and $3.00/mcf in 2025; - Average annual production growth in the high single digits; - Capex of $950 million in 2022 with growth-linked increases thereafter; - Prioritization of forecast FCF toward repayment of the outstanding notes and tax and discretionary distributions; - No material M&A activity. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Continued debt reduction and proactive management of the maturity profile that reduces medium-term refinance risks; - Execution on production growth targets while de-risking prospective intervals that results in average production sustained above 150Mboepd; - Mid-cycle Debt/EBITDA sustained below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Inability to manage the maturity profile and/or access capital markets that heightens refinance risks; - Mid-cycle Debt/EBITDA sustained above 2.5x. - Change in financial policy or capital deployment strategy in a way that results in a substantially weaker liquidity position and/or leverage exceeding the threshold stated above. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity; Manageable Maturities: As of 3Q22, CrownRock's liquidity consists of approximately $180 million of cash on its balance sheet and full availability under the $700 million ($925 million borrowing base) RBL facility. The RBL is subject to a semi-annual borrowing base redetermination and was affirmed at $925 million in November 2022. Fitch does not expect CrownRock to utilize its RBL in the near or medium-term given strong forecast FCF generation at Fitch's base case price deck. Fitch expects CrownRock will be able to manage its $1.1 billion 5.625% note which matures in October 2025 through a combination of continued OMRs, potential refinancing through debt capital markets or with availability on the RBL. ISSUER PROFILE CrownRock, L.P. is a privately-owned exploration and production company with a core position of oil-weighted acreage in the Midland basin in West Texas. 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 ----------- ------ -------- ----- CrownRock, L.P. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR1 BB+ senior unsecured LT BB- Affirmed RR4 BB- CUSTOM ALLOY: Wins Cash Collateral Access Thru Dec 24 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Custom Alloy Corporation and CAC Michigan, LLC to use the cash collateral of CIBC Bank USA on an interim basis in accordance with the budget. The Debtors require the use of cash collateral to continue their business operations without interruption. The Debtor projects $1,105,495 in total cash receipts and $308,333 in total operating disbursements for the two-week period ending December 24, 2022. Custom and CIBC have entered into secured financing arrangements pursuant to a Loan and Security Agreement dated as of March 4, 2010. CAC Michigan guaranteed the amounts owed by Custom under the Prepetition Loan Agreement. As of the Petition Date, the outstanding aggregate principal amount of the obligations owing by the Debtors to CIBC under the Prepetition Documents, exclusive of all accrued interest, fees, costs, expenses, charges, and other Obligations (including legal fees and expenses) is not less than $25,966,330. The Debtors' authorization -- and CIBC's consent -- to the use of cash collateral will terminate, at CIBC's election and without further notice or Court order, upon the earlier of: (i) 11:59 pm on December 24, 2022; or (ii) the occurrence of an Event of Default; or (iii) three business days after CIBC has provided written notice to Debtors of the occurrence of an Event of Default under Paragraph 16(a) of the Order. As adequate protection, CIBC is granted a replacement lien under 11 U.S.C. section 361(2) on all assets of the Debtors arising after the Petition Date in an amount equal to the aggregate diminution in value (if any) of the Prepetition Collateral resulting from the sale, lease, or use by Debtors of its Prepetition Collateral, or the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code. The Replacement Lien granted (i) will be deemed automatically valid and perfected without any further notice or act by any party and (ii) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of either Case. To the extent the adequate protection provided proves insufficient to protect CIBC's interest in and to cash collateral, CIBC will have a super priority administrative expense claim, pursuant to 11 U.S.C. section 507(b), senior to any and all claims against Debtors under 11 U.S.C. section 507(a), whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. section 1930(a)(6). Each of these events constitutes an "Event of Default": a. Either Debtor fails to perform any of its obligations with respect to use of cash collateral in accordance with the terms of the Order; b. Either Case is converted to a case under chapter 7 of the Bankruptcy Code; or c. A trustee is appointed or elected in either of the Cases, or an examiner with expanded power to operate either of the Debtor's business is appointed in any of the Debtor's respective Case. A copy of the order and the Debtor's budget is available at https://bit.ly/3W9rqUX from PacerMonitor.com. About Custom Alloy Corporation Custom Alloy Corporation is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N. J. Case No. 22-18143) on October 13, 2022. In the petition signed by Adam M. Ambielli, CEO and president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Michael B. Kaplan oversees the case. An official committee of unsecured creditors has retained Fox Rothschild LLP as counsel. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. DIEBOLD NIXDORF: EUR415M Bank Debt Trades at 18% Discount --------------------------------------------------------- Participations in a syndicated loan under which Diebold Nixdorf Inc is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The EUR415 million facility is a Term loan. It is scheduled to mature on November 6, 2023. About EUR326.3 million of the loan is withdrawn and outstanding. Diebold Nixdorf, Incorporated provides automatic teller machines, financial, and point of sale (POS) services. The Company offers electronic card systems, monitoring software, fraud control, retail cash cycle management, and electronic shelf labeling services. DIVERSIFIED MERCURY: Judgment Entered in Favor of Direct Results ---------------------------------------------------------------- In the adversary case styled In re: Diversified Mercury Communications, LLC, et al., Chapter 7, Debtors. George L. Miller, solely in his capacity as chapter 7 trustee of Diversified Mercury Communications, LLC and DTR Advertising, Inc., Plaintiff, v. Direct Results Radio, Inc., Defendant, Case No. 19-10757 (KBO), Adv. Proc. 21-50249 (KBO), (Bank. D. Del.), Bankruptcy Judge Karen B. Owens enters a judgment in favor of Defendant Direct Results Radio, Inc. on all counts of the Complaint. In this proceeding, George L. Miller, in his capacity as Chapter 7 Trustee of the Debtors Diversified Mercury Communications, LLC and DTR Advertising, Inc., seeks to avoid and recover an alleged preferential transfer in the amount of $493,349 made to Direct Results Radio, Inc. by DMC. In Count One of the Complaint, the Trustee seeks to avoid the Transfer as preferential. To succeed, he is required to prove by a preponderance of the evidence five statutory elements -- generally, that the transfer (1) was made to or for the benefit of a creditor; (2) for or on account of an antecedent debt; (3) made while the debtor was insolvent; (4) made within ninety days of the filing or within one year of the filing if the transfer was to an insider; and (5) enabled the creditor to receive more that it would have received if the case were one under chapter 7 and the transfer had not been made. Direct Results has stipulated that the first four elements are satisfied, leaving only the last. Because Direct Results received 100% of what it was owed for the August Invoice as a result of the Transfer, the relevant inquiry is whether Direct Results would have received less than a 100% distribution in a hypothetical chapter 7 liquidation. If the answer is yes, then section 547(b)(5) is satisfied. The record reflects that general unsecured creditors of DMC will not be paid in full. The Official Claims Register indicates that general unsecured creditors hold approximately $15.3 million in claims against DMC's estate. The Trustee is currently holding on behalf of the estate a little more than $5 million of cash63 and expects to receive, at most, an additional $2.5 million. The estate is insolvent. Best-case, claimants may receive a 50% distribution on account of their claims. Direct Results has offered nothing to counter this projected distribution. Accordingly, the Trustee has satisfied his burden under section 547(b)(5). The burden now shifts to Direct Results to establish, by a preponderance of the evidence, a defense to bar avoidance. Direct Results asserts that the Transfer was made within the ordinary course of business pursuant to section 547(c)(2) and that the Court should use its equitable power under section 105(a) to prevent the avoidance of the Transfer. The parties do not dispute that the Transfer was made to satisfy a debt incurred by DMC in the ordinary course of business of DMC and Direct Results. The Court finds that the parties transacted regularly, with twenty transactions during the two-year Historical Period. Majority of those transfers were made when the Debtors were financially healthy. The Trustee does not argue that the amount of the Transfer was inconsistent with prior dealings. Moreover, there is no argument that the manner of payment changed -- the Transfer was made by check like past dealings between the parties. The crux of the dispute is timing. During the Historical Period, Direct Results received payments from the Debtors 28 to 74 days after an invoice was sent, averaging 45.81 days. With respect to the Transfer, Direct Results received the Check 49 days after the August Invoice was sent, squarely within the historical range and the parties' previous payment practices. While the Check was received about three days later than the average, this difference is not material and insufficient to overcome the ordinariness of the Transfer. The Trustee argues that the Court should examine the length of time between the date of the August Invoice and the date the Check was honored, which is 130 days and materially beyond the ranges and averages of the Historical Period. However, the Court concludes that reliance on this timeframe would be inappropriate -- nothing concrete explains the relevance of the date. Moreover, the parties historically determined the timeliness of the Debtors' payments from each invoice's sent date. For purposes of analyzing payment timing for the ordinary course of business defense, the Court rules that the date the creditor receives the check -- not the clear date -- is the relevant date. The Court finds and concludes that Direct Results received payment from the Debtors consistent with its ordinary practice and the timing of check cashing has no bearing on the payment relationship between Debtors and Direct Results. The Trustee argues that Direct Results pressured the Debtors and took advantage of their financial condition in order to obtain the Transfer. In particular, he argues that DMC made the Transfer because of Direct Results' unusual collection activity and points the Court to the emails Direct Results sent to the Debtors after the August Invoice was not timely paid. He characterizes them as "pressure tactics" enabling Direct Results to receive preferred treatment over other creditors. The Court disagrees. The Court points out that unusual collection efforts generally include changes to credit terms or the method and timing of payment, and/or the threat or initiation of legal action. The Court finds that the emails from Direct Results were polite inquiries regarding the status of payment, and follow up emails were consistent with Direct Results' past practice when confronted with late client payments. The evidence suggests that the need for timely payment was motivated by the desire to timely pay broadcasters and maintain healthy relationships with them; not from a fear that DMC would be unable to pay. The Court finds no evidence that Direct Results knew about the Debtors' deteriorating financial condition. The opposite is true -- it received the Check but then waited to cash it. While the Trustee has adequately shown that the Transfer was preferential, the Court finds that the Transfer was made in the ordinary course of business between Direct Results and the Debtors, and cannot be avoided. In light of the Trustee's abandonment of Count 2 and the Court's judgment in favor of Direct Results on Count 1, the Court enters a judgment in favor of Direct Results on Counts 2 through 4. A full-text copy of the Opinion dated Dec. 1, 2022, is available at https://tinyurl.com/tmnn4jwt from Leagle.com. About Diversified Mercury An involuntary chapter 7 petition for relief (Bank. D. Del. Case No. 19-107570) was filed with the Court against debtor Diversified Mercury Communications, LLC on April 3, 2019. Thereafter, the Order for Relief in an Involuntary Case was entered against DMC. On May 23, 2019, the debtor DTR Advertising, Inc., an affiliate of DMC, filed a voluntary petition for relief under chapter 7 of the Bankruptcy Code. The debtors' chapter 7 cases have been jointly administered, and George L. Miller was appointed as the chapter 7 trustee. DODGE CONSTRUCTION: S&P Alters Outlook to Neg., Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable on Hamilton, N.J.-based provider of data and analytics to the U.S. commercial construction industry Dodge Construction Network LLC. At the same time, S&P affirmed all its ratings including the 'B-' issuer credit rating, 'B-' issue-level and '3' recovery ratings on the first-lien credit facility, and 'CCC' issue-level and '6' recovery ratings on the second-lien credit facility. The negative outlook reflects that S&P could lower its ratings if cash flow deficits exceed its expectations for a sustained period, rendering the capital structure unsustainable. S&P said, "The outlook revision reflects our expectation Dodge's liquidity position will steadily decline due to rising interest expense and revenue weakness, limiting its room for operational error. As of Sept. 30, 2022, Dodge's total liquidity sources declined since the close of its recapitalization transaction in early 2022). This was driven by organic revenue contraction, because of rising small to midsize business (SMB) customer churn and more working capital due to slowing collections and accelerating payables and modest debt reduction. Under our updated forecast, we expect cash flow deficits will drive Dodge's liquidity sources lower to about $30 million over the next 24 months. Key contributing factors include a significant rise in interest costs given the company's fully unhedged floating-rate debt exposure and rising base interest rates, our expectation for an increase in labor costs, and revenue growth challenges in a weaker economic environment. We believe Dodge has increasingly limited margin for execution missteps and an increased likelihood of becoming vulnerable to sudden shifts in the operating environment given its high reliance on more volatile SMB (a majority of revenues) general contractor and subcontractor customers, which are more susceptible to a recession and whose contracts include shorter-term annual renewals." Despite strong execution against targeted integration cost synergies, industry headwinds will likely limit Dodge's ability to expand earnings and cover its rapidly rising debt service costs. Dodge reached full realization of the majority of the initially identified cost-saving synergies associated with the 2021 merger of Dodge and The Blue Book in the third quarter of 2022. Nevertheless, we forecast that despite these savings and the decline in costs required to achieve them, reported earnings and cash flow will improve only modestly in 2023. Rising labor expenses due to increased hiring and wage inflation, and organic revenue declines amid rising SMB customer churn are offsetting factors. Retention rates among Dodge's SMB customers declined in 2022 due to slower-than-expected ramp of staffing productivity post integration of The Blue Book go to market team. S&P said, "We expect a mild recession in 2023 will reduce new construction starts. This will further pressure the SMB segment such that total revenues continue to decline in the mid-single-digit percent area and pro forma S&P adjusted EBITDA margins contract modestly. While we expect roughly break-even free operating cash flow (FOCF) in 2023 and 2024, these factors in conjunction with sharply higher interest expense will result in overall cash flow deficits (after debt amortization payments and contingent consideration payments) of about $5 million-$10 million in 2023 and 2024 and increasing reliance on the revolver. "The ratings reflect our view that Dodge's liquidity sources should provide adequate cushion if interest rates decline in 2024. Dodge could generate cash flow and begin to rebuild its liquidity beginning in 2025 if interest rates decline in line with our base-case expectations and revenues resume growth as industry conditions normalize. We view favorably its modest capital intensity and minimal near-term debt maturity profile. We do not anticipate a meaningful decline in financial covenant headroom that would limit access to the revolving credit facility over our forecast. "The negative outlook reflects that we could lower our ratings if cash flow deficits exceed our expectations for a sustained period, rendering the capital structure unsustainable." S&P could lower its ratings if sustained cash flow deficits constrain liquidity and it views Dodge's capital structure as unsustainable. In this case, S&P would expect: -- Ongoing organic revenue declines due to increased churn rates and declining new business wins and market share erosion; -- Interest rate increase beyond our expectations in 2023 with no decline in 2024; -- Persistently weak working capital management; or -- Dodge adopting an increasingly aggressive financial policy consisting of leveraging shareholder returns or high-priced debt-funded acquisitions. S&P could revise the outlook to stable if it expects Dodge will generate positive FOCF on a sustained basis. In this scenario, the company would: -- Meet or exceed S&P's base-case organic annual revenue growth expectations through improved SMB retention, strong cross-selling effort, and cost discipline; -- Benefit from a decline in base interest rates; and -- Demonstrate a conservative financial policy with respect to leveraging acquisitions or shareholder returns. ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. S&P believes Dodge's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. EAGLE BEAR: Independence Bank's Move to Intervene Granted --------------------------------------------------------- Eagle Bear, Inc. and William Brooke, Plaintiffs, v. The Blackfeet Indian Nation and The Blackfeet Tribal Court, Defendants, Case No. CV-22-93-GF-BMM, (D. Mont.), Chief District Judge BRIAN MORRIS grants the Motion to Intervene filed by Independence Bank. The dispute centers upon a lease agreement between Eagle Bear and the Blackfeet Nation. The Parties entered into that lease agreement on April 9, 1997. The lease provided Eagle Bear 53.6 acres to operate a KOA campground within the exterior boundaries of the Blackfeet Nation's tribal land. The Blackfeet Nation discovered information during the course of the Bureau of Indian Affairs ("BIA") proceedings that caused it to believe that the BIA had cancelled the lease. The Blackfeet Nation, under the belief that the lease had been terminated, filed suit in Blackfeet Tribal Court against Eagle Bear. Eagle Bear then brought this action in August 2022. Eagle Bear sought a preliminary injunction to enjoin the Blackfeet Nation from pursuing its claims to profits and to enjoin the Blackfeet Tribal Court from considering or resolving those claims. The Court denied Eagle Bear's Motion for a Preliminary Injunction in November 2022 because the record before the Court indicated that the lease agreement between Eagle Bear and the Blackfeet Nation had been cancelled. The Court noted, however, that the record before it appeared incomplete and that the Parties were expected to continue developing the record before the Court would reach a final decision. Eagle Bear then sought a second preliminary injunction on May 6, 2022. The Court scheduled a hearing on that motion for May 24, 2022. Eagle Bear filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Montana the day before that hearing. The Court vacated the preliminary injunction hearing at Eagle Bear's request. Independence Bank entered the bankruptcy proceeding when the Bankruptcy Court granted its Motion to Intervene in September 2022. Independence Bank asserts that it provided Eagle Bear a loan secured by Eagle Bear's leased land within the Blackfeet Nation. Independence Bank claims that the BIA approved this mortgage, making Independence Bank an approved encumbrancer under the terms of the lease. The lease also included a requirement that the BIA or the Blackfeet Nation provide any encumbrancer with notice within 30 days of any termination of the lease for default. Independence Bank alleges that the BIA and the Blackfeet Nation failed to provide this required notice in relation to the alleged 2008 lease termination. Independence Bank, claiming ignorance of any genuine dispute regarding the cancellation of the lease, issued additional loans to Eagle Bear between 2013 and 2021 for capital improvements on the leased land. Independence Bank contends that the Court should grant its Motion to Intervene as a matter of right because it timely seeks to protect its independent financial interests in the lease at issue in this case. Independence Bank argues that litigation of this action in the Bank's absence would impair its ability to protect these interests in part because none of the current parties to the litigation can provide adequate representation of these interests. The Blackfeet Nation does not contest that Independence Bank has a significant interest in the lease at issue in this case. The Blackfeet Nation instead argues (a) that Independence Bank did not seek timely intervention; (b) that Independence Bank has not shown that Eagle Bear would provide inadequate representation of its interests; and (c) that this action will not impair Independence Bank's ability to protect its financial interests. Eagle Bear and the Bureau of Indian Affairs do not oppose the motion. Intervention as of right under Fed. R. Civ. P. 24(a) proves appropriate when the party seeking to intervene demonstrates the following: 1) the application is timely; 2) the applicant has a significant protectable interest relating to the subject of the action; 3) the applicant's ability to protect its interest may be impaired or impeded by the disposition of the action; and 4) the existing parties may not adequately represent the applicant's interest. Independence Bank seeks to intervene approximately one year into this litigation. Several delays have slowed the progression of this action -- which include, among others, disposition of Eagle Bear's first Motion for a Preliminary injunction; the delay the Court found necessary for the parties to supplement the record; and Eagle Bear's filing for Chapter 11 bankruptcy. Independence Bank points out that it already has intervened in the Bankruptcy Court proceeding and participated in depositions without objection from the Blackfeet Nation. Independence Bank claims that it seeks only one additional deposition. The Court finds that Independence Bank sufficiently has set forth the reasons for its delay, including that it remained unaware of the extent of litigation regarding the lease and that its rights under the lease had not been addressed until the record developed in the Bankruptcy Court proceeding -- this assertion differs from the Blackfeet Nation's factual disputes regarding notice of the lease cancellation. The Court explains that the test for timeliness involves evaluating a prospective intervenor's knowledge regarding the existence and nature of the litigation rather than any knowledge that might be at issue in the substance of the case. The Court determines that the "crucial" timeliness factor, when Independence Bank became aware that the parties would not adequately represent its interests, weighs in favor of the Motion's timeliness. The Court points out that it was only after the bankruptcy proceeding had progressed did Independence Bank learn that no existing party had addressed the Bank's own asserted rights under the lease. After considering the totality of the circumstances, the Court concludes that Independence Bank has demonstrated that it has timely moved to intervene. The Blackfeet Nation argues that Eagle Bear has secured its loan from Independence Bank with assets whose values exceed the loan value. The Court disagrees with the Blackfeet Nation's contention that Independence Bank's ability to protect its interest would remain unimpaired due to this overcollateralization. Independence Bank has a financial interest in the lease and alleged its own rights under the terms of the lease. The Court determines that these interests and rights exist regardless of the value of the collateral securing the loans that Independence Bank has issued. The Court concludes that a determination that the BIA or the Blackfeet Nation had cancelled the lease would "practically" affect Independence Bank's interests and rights because those interests and rights would be extinguished. The Blackfeet Nation contends that Eagle Bear capably will make all of Independence Bank's arguments, given the size of Eagle Bear's litigation team. The Blackfeet Nation also contends that, given the similarities between Independence Bank's and Eagle Bear's complaints, Independence Bank would bring nothing to the litigation that the existing parties would overlook. On the other hand, Independence Bank asserts that neither the Blackfeet Nation nor the BIA presented it with the notice of default required under the lease -- and the existing parties have not addressed this argument. Thus, the Court determines that Independence Bank has met its minimal burden of demonstrating that the existing parties will not represent its interests adequately. A full-text copy of the Order dated Dec. 1, 2022, is available at https://tinyurl.com/24kx4vr7 from Leagle.com. About Eagle Bear Eagle Bear Inc. operates recreational vehicle parks and camping ground resort. The company is based in St. Mary, Mont. Eagle Bear filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-40035) on May 23, 2022, with up to $10 million in both assets and liabilities. Susan Brooke, president of Eagle Bear, signed the petition. Judge Benjamin P. Hursh oversees the case. Patten, Peterman, Bekkedahl and Green, PLLC is the Debtor's bankruptcy counsel while Crowley Fleck, PLLP and Johnson, Berg & Saxby, PLLP serve as its special legal counsel. EAGLEPICHER TECHNOLOGIES: Moody's Cuts CFR to Caa2, Outlook Neg. ---------------------------------------------------------------- Moody's Investors Service downgraded the ratings of EPV Merger Sub Inc. (dba EaglePicher Technologies) including the corporate family rating to Caa2 from Caa1, probability of default rating to Caa2-PD from Caa1-PD, and senior secured first lien debt rating to Caa1 from B3. The rating on the senior secured second lien debt was affirmed at Caa3. The rating outlook has been changed to negative from stable. "EaglePicher's ratings downgrade reflects Moody's view that refinancing risk is rising as the company's revolver will expire in late 2024 and debt-to-EBITDA will remain very high," said Brian Silver, VP - Senior Analyst at Moody's. Downgrades: Issuer: EPV Merger Sub Inc. Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD Senior Secured First Lien Term Loan, Downgraded to Caa1 (LGD3) from B3 (LGD3) Senior Secured Multi Currency Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD3) Affirmations: Issuer: EPV Merger Sub Inc. Senior Secured Second Lien Term Loan, Affirmed Caa3 (LGD5) Outlook Actions: Issuer: EPV Merger Sub Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE EaglePicher has small scale and very high debt-to-LTM EBITDA of 12.2 times at September 30, 2022. Moody's expects leverage will improve but remain very high at around 11 times by the end of 2023 (all ratios are Moody's adjusted unless otherwise stated). EaglePicher has a solid track record as a supplier of long lived and highly reliable batteries for critical applications in the aerospace and defense industry. The company also has good profit margin potential and benefits from significant revenue visibility, especially from long-term government contracts. Orders have been healthy of late contributing to a record high backlog. Revenue and profitability are expected to grow in 2023 after having declined over the last year. Weakness resulted in part from ERP implementation challenges earlier in the year that have since been resolved. However, supply chain issues associated with a shortage in the availability of parts and labor will remain. Moody's also expect the company to have limited free cash flow over the next 12-18 months. Moody's view EaglePicher's liquidity to be weak because the company has limited availability on its revolver owing to covenant requirements while cash flow will be constrained by rising interest expense. EaglePicher also has increasing refinancing risk with the revolver and the first lien term loan maturing in December 2024 and March 2025, respectively. Moody's notes the company has cash proceeds from the 2022 sale of the medical division located in unrestricted subsidiaries, which although technically available for liquidity, could also be used elsewhere. The negative outlook reflects Moody's expectation that EaglePicher's limited free cash flow will make it very difficult to materially reduce leverage. Moody's believes that realizing revenue growth opportunities and materially improving profitability in the near term will be critically necessary for the company to strengthen credit metrics and address upcoming maturities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if there is a material deterioration in liquidity, including negative free cash flow, increasing revolver reliance, or inability to access the available revolver. In addition, if there is an increased probability of a debt restructuring, the ratings could be downgraded. The ratings could be upgraded if there is a rapid improvement in profitability and debt-to-EBITDA approaches 8.0 times with more deleveraging anticipated. In addition, if the company can effectively address upcoming maturities the ratings could be upgraded. The company would also be expected to maintain at least adequate liquidity for an upgrade. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. EPV Merger Sub Inc. (dba EaglePicher Technologies) is a provider of specialty power solutions for mission-critical applications with a high cost of failure. Production is focused on the aerospace & defense and medical markets. Product applications include missiles, satellites, directed energy weapons, and implantable medical devices. The company has been owned and controlled by the sponsor GTCR, LLC since March 2018. EAST COAST DIESEL: Court OKs Cash Collateral Access Thru Dec 21 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina, Durham Division, authorized East Coast Diesel, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through December 21, 2022. The Debtor requires the use of cash collateral pay on-going costs of operating the business and insuring, preserving, repairing, and protecting all its tangible assets. In December 2018, the Debtor obtained a loan with North State Bank in excess of $1,000,000. As security for the Loan, the Debtor executed a promissory note in favor of North State Bank covering all of the Debtor's tangible and intangible personal property and real property at 2209 Dominion Street, Durham, NC. As of the Petition Date, the aggregate amount outstanding to North State Bank on the North State Bank Loan is approximately $1,128,528. In July 2019, the Debtor obtained a $150,000 loan with First Bank. As security for the Loan, the Debtor executed a promissory note in favor of First Bank covering all of the Debtor's tangible and intangible personal property. As of the Petition Date, the aggregate amount outstanding to First Bank on the Loan is approximately $150,000. In December 2020, the Debtor obtained a $150,000 EIDL loan with the U.S. Small Business Administration. As security for the SBA Loan, the Debtor executed a promissory note in favor of the SBA covering all of the Debtor's tangible and intangible personal property. As of the Petition Date, the aggregate amount owed to the SBA on the Loan is approximately $150,000. In June 2021, the Debtor obtained a $150,000 loan with Thread Capital, LLC. As security for the Loan, the Debtor executed a promissory note in favor of Thread Capital covering all of the Debtor's tangible and intangible personal property. As of the Petition Date, the aggregate amount owed to Thread Capital on the Loan is approximately $150,000. In October 2021, the Debtor obtained a $480,000 loan with NFS Leasing, LLC. As security for the Loan, the Debtor executed a promissory note in favor of NFS Leasing covering all of the Debtor's tangible and intangible personal property. As of the Petition Date, the aggregate amount owed to NFS Leasing on the loan is approximately $480,000. On December 7, 2021, the North Carolina Department of Revenue filed a tax lien in Durham County, NC, in the amount of $107,965. As of the Petition Date, the aggregate amount owed to the NC Department of Revenue is approximately $107,965. In February 2022, the Debtor obtained a $220,000 loan with IOU Financial, LLC. As security for the Loan, the Debtor executed a promissory note in favor of IOU Financial covering all of the Debtor's tangible and intangible personal property. As of the Petition Date, the aggregate amount owed to IOU Financial on the loan is approximately $220,000. On September 7, 2022, the North Carolina Department of Revenue filed a tax lien in Durham County, NC, in the amount of $175,576.31. The Debtor has agreed to provide the Secured Creditors with adequate protection for the use of its cash collateral by: a. limiting the use of cash collateral as generally projected in the proposed budget and as set forth in the proposed Interim Order, or as may otherwise be approved by the Court after further notice and hearing; b. providing the Secured Creditors with a continuing post-petition lien and security interest in all property and categories of property of the Debtor in which and of the same priority as Secured Creditors held a similar, unavoidable lien as of the Petition Date, and the proceeds thereof, whether acquired pre-petition or post-petition, equivalent to a lien granted under sections 364(c)(2) and (3) of the Bankruptcy Code, but only to the extent of any diminution in the value of the North State Bank Collateral from and after the Petition Date. c. to the extent that the proposed protections fail to adequately protect North State Bank's interest in the cash collateral, providing North State Bank an allowed priority claim under Section 507(b) of the Bankruptcy Code to the extent of any diminution in value of the cash collateral from and after the Petition Date; and d. providing the Secured Creditors, the Bankruptcy Administrator, and any subsequently appointed Committee (i) evidence of adequate insurance in effect with respect to all insurable property of the estate, (ii) budget to actual reports on a monthly basis by the 20th day of the following month, with the first report due by November 20, 2022, and (iii) other financial reports as may be reasonably requested from the Debtor by the parties. A further hearing on the matter is set for December 21 at 2 p.m. A copy of the order and the Debtor's budget for the period from December 14 to 21, 2022, is available at https://bit.ly/3BFH8z6 from PacerMonitor.com. The Debtor projects $38,000 in total expenses. About East Coast Diesel, LLC East Coast Diesel, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-80197) on October 12, 2022. In the petition signed by Robert Michael, member-manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lena Mansori James oversees the case. Travis Sasser, Esq., at Sasser Law Firm, is the Debtor's counsel. ECOARK HOLDINGS: Unit Inks Master Services Agreement With BitNile ----------------------------------------------------------------- Agora Digital Holdings, Inc., a majority-owned subsidiary of Ecoark Holdings, Inc., entered into that certain Master Services Agreement dated Dec. 7, 2022, with customer, BitNile Inc., a Nevada corporation, governing the relationship between the parties and the services provided by the Company to the Customer, which include, providing the Customer with digital assert mining hosting services in exchange for a monthly fee to be set out in applicable service orders. The Agreement will be in effect for a term of 12 months, which, unless it is terminated by the Company or the Customer, will continue for successive one-year periods thereafter. Both the Company and the Customer have the right to terminate the Agreement with written notice to the other party upon the occurrence of certain triggering events. In addition, the Agreement includes certain provisions, including, (i) indemnification provisions for both the Company and the Customer; (ii) limitations on liability; (ii) restrictions on assignment; (iii) change of control restrictions; and (iv) non-circumvention and non-solicit by the Customer. Concurrently with the Agreement, the parties executed the first Service Order, which included the following terms: (i) the Company will provide up to 12 Megawatts of electricity at its digital asset mining hosting facility located in Texas for the Customer's use; however, at the Customer's discretion and the Company's expense, an additional 66 Megawatts of power can be made available to the Customer; and (ii) the Company is required to raise at least $5 million to fulfill obligations under the Agreement to enable the build-out of the hosting facility including the initial 12 Megawatts of power. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through Ecoark's wholly-owned subsidiaries, the Company has subsidiaries focused on three areas: (i) oil and gas, including exploration, production and drilling operations on approximately 30,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi and transportation services, (ii) Bitcoin mining, and (iii) post-harvest shelf-life and freshness food management technology. Ecoark reported a net loss of $10.55 million for the year ended March 31, 2022, a net loss of $20.89 million for the year ended March 31, 2021, a net loss of $12.14 million for the year ended March 31, 2020, and a net loss of $13.65 million for the year ended March 31, 2019. As of Sept. 30, 2022, the Company had $46.62 million in total assets, $9.32 million in total liabilities, $9.21 million in series A convertible redeemable preferred stock, and $28.08 million in total stockholders' equity. ELLDAN CORP: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota authorized Elldan Corp. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor will use the cash to pay ordinary and necessary business expenses and administrative expenses. As adequate protection, Bremer Bank is granted a replacement lien to the extent of the Debtor's use of cash collateral, in post-petition inventory, accounts, equipment, and general intangibles, with the lien being of the same priority, dignity, and effect as their respective pre-petition liens. The Debtor will make adequate protection payments to Bremer in the amount of $3,000 commencing on December 20, 2022, and continuing thereafter on the same day of each subsequent month. The Debtor's authority to use cash collateral will cease if: a. The Debtor defaults in its performance of any obligation thereunder. b. Bremer gives written notice of such default to Debtor and Debtor's counsel via e-mail. c. Such default is not cured within five days from the date of sending or mailing or faxing a notice of the default. d. In the event the default is not cured on, or within, five days of the written notice of default, Bremer may request expedited relief from the automatic stay to pursue its rights and remedies as a perfected secured creditor and the Debtor agrees to waive any defense or counterclaim associated with default. e. The Debtor's failure to timely pay any tax, including withholding, property, income, excise, use, occupancy, or any other municipal, state, or federal tax accruing at any time after the Petition Date. f. The Debtor sells, conveys, transfers, or otherwise disposes of any of Debtor's assets or property out of the ordinary course of business unless otherwise approved by the Bankruptcy Court beforehand. g. The case is dismissed or converted to another chapter of the Bankruptcy Code. A copy of the order is available at https://bit.ly/3jdpL1W from PacerMonitor.com. About Elldan Corp. Elldan Corp. is a provider of personal care services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 22-31870) on November 10, 2022. In the petition signed by Kevin Steele, president, the Debtor disclosed $102,895 in assets and $1,277,041 in total liabilities. Judge Kesha L. Tanabe oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, P.A., is the Debtor's legal counsel. EMMANUEL HEALTH: Court OKs Final Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Emmanuel Health Homecare, Inc. to use cash collateral on a final basis to pay its normal operating expenses including, but not limited to, payroll, supplies, State and federal taxes, and insurance as set out in the monthly budget. The Debtor projects $231,481 in gross income and $213,119 in total expenses for 30 days. The Court held that the United States and Ace Financial Source, LLC are granted replacement liens encumbering all property of the Debtor's estate acquired or generated after the petition date to the same extent, validity, and priority to which their liens attached before the petition pursuant to sections 361 and 363 of the Bankruptcy Code. The Replacement Liens will be deemed automatically valid and perfected with such priority as provided in the Order without any further notice or act by any party that may otherwise be required under any other law. The adequate protection granted by this Order, including the Replacement Liens, is without prejudice to the right of Ace Financial Source or the United States to seek additional adequate protection or to oppose any further request to use cash collateral. A copy of the order and the Debtor's budget is available at https://bit.ly/3W1S55X from PacerMonitor.com. About Emmanuel Health Home Care Emmanuel Health Homecare, Inc., is a home health care services provider in Houston, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33207) on October 28, 2022. In the petition filed by Joyce Jones, chief executive officer, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Christopher Lopez oversee the case. Margaret M. McClure, Esq., at Law Office of Margaret M. McClure, is the Debtor's counsel. EMP LOAN: Case Summary & One Unsecured Creditor ----------------------------------------------- Debtor: EMP Loan Holdings, Inc. DBA TrueConnect or TrueConnectLoan FDBA Employee Loan Solutions, Inc. AW Employee Loan Solutions, LLC 10755 Scripps Poway Parkway, Suite 482 San Diego, CA 92131 Business Description: The Debtor is an employer-sponsored loan program. Chapter 11 Petition Date: December 16, 2022 Court: United States Bankruptcy Court Southern District of California Case No.: 22-03211 Debtor's Counsel: Caroline R. Djang, Esq. BUCHALTER 18400 Von Karman Ave. Suite 800 Irvine, CA 92812 Tel: 949-760-1121 Email: cdjang@buchalter.com Total Assets: $0 Total Liabilities: $7,600,000 The petition was signed by Douglas Farry as CEO. The Debtor listed Sunrise Banks, NA as its sole unsecured creditor holding an unknown amount of claim. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/65C6MYY/EMP_Loan_Holdings_Inc__casbke-22-03211__0001.0.pdf?mcid=tGE4TAMA EMPLOYEE LOAN: Case Summary & 15 Unsecured Creditors ---------------------------------------------------- Debtor: Employee Loan Solutions, LLC FDBA Employee Loan Solutions, Inc. DBA TrueConnect or TrueConnectLoan AW Emp Loan Holdings Inc 10755 Scripps Poway Parkway, Suite 482 San Diego, CA 92131 Chapter 11 Petition Date: December 16, 2022 Court: United States Bankruptcy Court Southern District of California Case No.: 22-03210 Debtor's Counsel: Caroline R. Djang, Esq. BUCHALTER 18400 Von Karman Ave. Suite 800 Irvine, CA 92612 Tel: 949-760-1121 Email: cdjang@buchalter.com Total Assets: $38,144,499 Total Liabilities: $7,613,600 The petition was signed by Douglas Farry as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KPUPJPY/Employee_Loan_Solutions_LLC__casbke-22-03210__0001.0.pdf?mcid=tGE4TAMA ENDO INTERNATIONAL: Binder Advises on Public School District Group ------------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Binder & Schwartz submitted a verified statement to disclose that it is representing the Public School District Creditors in the Chapter 11 cases of Endo International PLC, et al. The names of the Public School District Creditors are: Downey Unified School District Los Angeles County California Elk Grove Unified School District Sacramento County California Kern High School District Kern County California Lassen County Office of Education Lassen County California Susanville Elementary School District Lassen County California Mesa County Valley School District 51 Mesa County Colorado Miami-Dade Miami-Dade County Florida Putnam Putnam County Florida Bibb County School District Bibb County Georgia East Aurora Public Schools Cook County Illinois Joliet Public Schools, District 204 Will, Kendall Counties Illinois The Board of Education of the City of Chicago School District No. 299 Cook County Illinois The Public School District Creditors can be reached at the following address: Binder & Schwartz LLP 366 Madison Avenue, 6th Floor New York, New York 10017 Attn: Eric B. Fisher The Public School District Creditors have filed and/or intend to file claims in one or more of the Debtors' cases under the Bankruptcy Code, on behalf of themselves individually and/or on behalf of school district class claimants. None of the Public School District Creditors has any "disclosable economic interest" in relation to the Debtors other than as disclosed in the preceding paragraphs. Upon information and belief formed after due inquiry, Binder & Schwartz does not hold any "disclosable economic interests" in relation to the Debtors. Other than as disclosed herein, Binder & Schwartz does not currently represent or claim to represent any other entity with respect to any of the Debtors' cases under the Bankruptcy Code and does not hold any claim against or interest in any of the Debtors or any of the Debtors' estates. This verified statement is provided without prejudice to the rights of the Public School District Creditors or their counsel to assert, file and/or amend any claims and/or to file any further statements, adversary complaints, documents, objections, notices, or pleadings in one or more of Debtors' cases under the Bankruptcy Code. Binder & Schwartz and the Public School District Creditors reserve the right to revise or supplement this verified statement as may be necessary or appropriate, in accordance with Bankruptcy Rule 2019. Counsel for the Public School District Creditors can be reached at: BINDER & SCHWARTZ LLP Eric B. Fisher, Esq. 366 Madison Avenue, 6th Floor New York, NY 10017 Tel: (212) 510-7008 Fax: (212) 510-7299 E-mail: efisher@binderschwartz.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3UZ4Ywp About Endo International Endo International plc -- http://www.endo.com/-- is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On August 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The Company's cases are pending before the Honorable James L. Garrity, Jr. The Company has put up a Web site dedicated to its restructuring: http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel; PJT Partners LP as investment banker; and Alvarez & Marsal as financial advisor. Kroll is the claims agent. Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as investment banker. ENVISION HEALTHCARE: $5.45B Bank Debt Trades at 63% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Envision Healthcare Corp is a borrower were trading in the secondary market around 36.8 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $5.45 billion facility is a Term loan. It is scheduled to mature on October 10, 2025. About $3.75 billion of the loan is withdrawn and outstanding. Envision Healthcare Corporation provides health care services. The Hospital offers surgery, pharmacy, medical imaging, emergency care, and other related health care services. FARMERS COOPERATIVE: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Farmers Cooperative Association #301 28 N. Church Street Sullivan, MO 63080 Business Description: The Debtor is a local feed cooperative that offers its customers full lines of feed, minerals, lime, and fertilizers. Chapter 11 Petition Date: December 16, 2022 Court: United States Bankruptcy Court Eastern District of Missouri Case No.: 22-43908 Judge: Hon. Bonnie L. Clair Debtor's Counsel: Spencer Desai, Esq. THE DESAI LAW FIRM 13321 North Outer Forty Road Suite 300 Chesterfield, MO 63017 Tel: 314-666-9781 Email: spd@desailawfirmllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Bill Manion as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ARDVWRQ/Farmers_Cooperative_Association__moebke-22-43908__0001.0.pdf?mcid=tGE4TAMA FAST RADIUS: SyBridge Technologies Wins Auction for Assets ---------------------------------------------------------- Fast Radius, Inc. (OTCMKTS: FSRDQ) announced on Dec. 9, 2022, that following a comprehensive sale process and competitive auction conducted under Section 363 of the U.S. Bankruptcy code, SyBridge Technologies will acquire Fast Radius' assets. Under SyBridge, Fast Radius will build its digital manufacturing and software business and will go to market under the Fast Radius brand name. SyBridge Technologies' bid provides a total consideration of approximately $15.9 million, maximizes value and minimizes the remaining duration of the Company's restructuring by providing a clear path forward for the Debtors to consummate a chapter 11 plan and return value to their customers and other creditors. The transaction is subject to approval by the United States Bankruptcy Court for the District of Delaware and certain other customary closing conditions. A hearing to seek Court approval is scheduled for December 12, 2022, with the transaction expected to close before the end of 2022. Court filings and other information related to the proceedings are available on a separate website administered by the Company's noticing agent, Stretto, at https://cases.stretto.com/fastradius or by calling Stretto representatives toll-free at 1-877-361-4291 or 1-714-384-7055 for calls originating outside of the U.S. DLA Piper LLP (US) is serving as legal advisor to the Company, Lincoln International is serving as its investment banker, and Alvarez & Marsal is serving as its financial advisor. About Fast Radius Fast Radius, Inc. (Nasdaq: FSRD) -- https://www.fastradius.com/ -- 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 $69.3 million in assets and $55.2 million 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. The U.S. Trustee for Region 3 has appointed an official committee of unsecured creditors in the Chapter 11 cases of Fast Radius, Inc. and its affiliates. Potter Anderson & Corroon LLP serves as the committee's counsel. About SyBridge Technologies SyBridge Technologies was established in 2019 by Crestview Partners to create a global technology leader that provides value-added design and manufacturing solutions across multiple industries. SyBridge is the combination of 13 acquisitions made to combine different products, services and technologies into a singular technology enabled solution. SyBridge is based in Southfield, Michigan and has operations in the United States, Canada, Mexico and Ireland. On the Web: http://www.sybridgetech.com/ FELIX BRACE: Court OKs Final Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana, Alexandria Division, authorized Felix Brace & Limb Co. to use cash collateral on a final basis. The Court held that, in addition to all existing security interests and liens granted to or for the benefit of Citizens Bank in and upon the pre-petition property, as adequate protection for the use of the cash collateral, Citizens Bank is granted a post-petition lien on the post-petition properties of the kind and nature that it holds in pre-petition property to the Debtor, to the extent it does not already have the same, in the same priority as it held in pre-petition property. This replacement lien granted to Citizens Bank will be perfected by operation of law upon execution of the Order by the Court. Further, the Debtor will make monthly adequate protection payments to the Respondent Citizens Bank in the amount of $1,750 beginning December 1, 2022, and on the first day of each month thereafter. The Adequate Protection Lien will be subject and subordinate to the payment of $100,000 for the payment of, to the extent allowed by the Bankruptcy Court at any time, all accrued and unpaid fees, disbursements, costs and expenses incurred by the Subchapter V Trustee, professionals or professional firms retained by the Debtor, or any committee appointed under the Bankruptcy Code. A copy of the order is available at https://bit.ly/3FZSwbK from PacerMonitor.com. About Felix Brace & Limb Co. Felix Brace & Limb Co. filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 22-80585) on Nov. 16, 2022, with as much as $1 million in both assets and liabilities. Judge Stephen D. Wheelis oversees the case. The Debtor is represented by Bradley L. Drell, Esq., at Gold Weems Bruser Sues & Rundell, APLC. FINTHRIVE SOFTWARE: $460.0M Bank Debt Trades at 22% Discount ------------------------------------------------------------ Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 78.0 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $460.0 million facility is a Term loan. It is scheduled to mature on December 17, 2029. The amount is fully drawn and outstanding. FinThriveis a provider of Revenue cycle management software solutions to the healthcare sector. FORESIGHT ENERGY: Moody's Alters Outlook on 'B3' CFR to Stable -------------------------------------------------------------- Moody's Investors Service affirmed Foresight Energy LLC's B3 corporate family rating, its B3-PD probability of default rating, and the B3 rating on the company's senior secured term loan. The rating outlook has been revised to stable from positive. Affirmations: Issuer: Foresight Energy LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Term Loan A, Affirmed B3 (LGD3) Outlook Actions: Issuer: Foresight Energy LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE The revision of Foresight's outlook to stable from positive reflects weaker financial and operational performance over the past year resulting from disruptions at several of its mines, partly offset by Moody's expectation for improved EBITDA and free cash flow in 2023 as contracts re-set to higher prices. Foresight's B3 CFR is constrained by a small and concentrated portfolio of assets, history of recurring operational disruptions at its mines, inconsistent free cash flow generation since emerging from bankruptcy in June 2020, inability to benefit from a strong coal pricing environment over the past 12 months due to legacy contracts at lower prices, event risk related to the company's ownership structure, and the secular headwinds facing the domestic thermal coal industry. The rating is supported by the relatively low cost structure for its mines, and limited amount of non-debt liabilities. Over the past two years, Foresight has experienced multiple operational disruptions. However, three of its four longwalls are currently operating. The M-Class longwall remains nonoperational with the timeline for return to service uncertain at this time. Foresight's small and concentrated portfolio leads to an elevated impact on earnings and cash flow from such incidents. Moody's expects Foresight to generate higher EBITDA and free cash flow in 2023 as a result of roll-over of legacy contracts at lower prices and resumption of new contracts at significantly higher prices. Moody's expects Foresight to prioritize gross debt reduction using free cash flow. The stable outlook reflects Moody's view that Foresight's earnings and cash flow will improve next year, with excess cash flow being used for gross debt reduction while maintaining adequate liquidity to support operations, and no additional operational disruptions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating if Foresight makes significant progress on gross debt reduction, and does not experience additional operational disruptions at any of its mines. Moody's could downgrade the rating with expectations for adjusted financial leverage above 3.0x (Debt/EBITDA), negative free cash flow generation, substantive deterioration in liquidity, or if there are additional operational disruptions. ESG CONSIDERATIONS Environmental, social, and governance factors are important factors influencing Foresight's credit quality at CIS-5. The company is exposed to ESG issues typical for a company in the coal mining industry, including increasing global demand for renewable energy that is detrimental to demand for coal, especially in the United States and Western Europe. Environmental risk is very high (E-5). While Foresight has less significant environmental risks compared to most rated thermal coal companies as mines are newer, its exposure to thermal coal, which, in Moody's view, carries higher environmental risk than met coal, increases its environmental-related risks. Social risk is very high (S-5), driven by an adverse policy agenda in the United States, health-related issues such as black lung disease, and safety-related issues. Lack of clarity around the probability of success of the new ventilation system in the Hillsboro mine increases Foresight's safety-related risks, as the company has dealt with multiple operating incidents, including fires, in that and other mines in the past. Foresight's social risks are comparable to other thermal coal companies. Governance-related risks are very high (G-5). Governance issues for Foresight include financial policy challenges associated with ownership by numerous pre-petition creditors, strong likelihood that the company will return capital in the near-to-medium term, and limited opportunity to pursue a public offering in part due to ESG-related factors. As a result, Foresight has more significant governance-related risks compared to most other rated coal companies. Foresight Energy LLC is a privately-owned coal producer with four longwall mines (three mining complexes) and more than 2 billion tons of coal reserves in the Illinois Basin. The company is owned by pre-petition creditors following emergence from bankruptcy in June 2020. Foresight generated approximately $583 million in coal sales revenue over the LTM period ending September 2022. The principal methodology used in these ratings was Mining published in October 2021. FOUNDATIONAL EDUCATION: Moody's Lowers CFR to Caa1, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service downgraded Foundational Education Group, Inc.'s ("Teaching Strategies") ratings including its Corporate Family Rating to Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD, first lien bank credit facilities (revolver and term loan) to B3 from B2, and second lien term loan to Caa3 from Caa2. The outlook is stable. The downgrade of the CFR to Caa1 reflects weaker than expected top line performance since the new issuance transaction in August of 2021 as a result of slower than expected sales year to date in the ECE (early childhood education) market. According to management, the ECE market is experiencing challenges due to teacher shortages and delays in stimulus funding deployment. Teaching Strategies' new business wins and revenue growth have thus been slower than expected. Additionally, Moody's adjusted EBITDA declined over the same period due to increased spending on personnel and product development. As a result, Moody's adjusted debt-to-EBITDA (after deducting product development cost and not including change in deferred revenue) increased to the mid teens multiple for the LTM period ended September 30, 2022 from the low teens multiple post the August 2021 LBO transaction. Furthermore, Moody's is concerned that the significant increase in interest expense for FY23 will weaken free cash flow because the company's debt ($318 million first lien loan and $115 million in 2nd lien term loan) are all floating rate and there is no interest hedge in place. Free cash flow (before acquisition) year to date as of September 30 was about $4 million. Moody's expects a free cash flow deficit in FY23 in the range of $15 million and expects the company will need to rely on its $50 million revolver (expires in 2026) to fund the cash flow shortfall during the year. The company had about $21 million of cash at the end of 3Q22 and Moody's expects it will remain at this level at year end 2022. The cash balance will be used to fund the working capital swing in 1H23. Due to its seasonality, the company generates the bulk of its free cash flow in the September and December quarters while the first half is typically cash consumptive. Moody's took the following rating actions: Ratings Downgraded: Issuer: Foundational Education Group, Inc. Corporate Family Rating, downgraded to Caa1 from B3 Probability of Default Rating, downgraded to Caa1-PD from B3-PD Senior Secured First Lien Credit Facilities (revolver and term loan), downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured Second Lien Term Loan, downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook Actions: Issuer: Foundational Education Group, Inc. Outlook, remains Stable Ratings Rationale Teaching Strategies' Caa1 CFR broadly reflects its very small scale as measured by revenue and competition in the fragmented early childhood education (ECE) support market it serves. The rating also reflects Teaching Strategies' very high leverage with Moody's adjusted debt-to-EBITDA in the mid teens multiple (after deducting software and product development cash outlays and not including change in deferred revenue) for the trailing twelve months ended September 30, 2022. Moody's expects leverage will remain very high in FY23 and expects the significant increase in interest expense to result in a free cash flow deficit in FY23 that is leading to weak liquidity. Additionally, the rating reflects the company's aggressive financial policies under private equity ownership including use of high leverage. However, the rating is supported by Teaching Strategies' established market position serving the ECE market in the US. The company's curriculum, assessment and family engagement tools help support better student outcomes and increasing penetration is leading to widening adoption and revenue growth. Teaching Strategies's ESG credit impact score is highly negative (CIS-4). Overall, Teaching Strategies has neutral to low environmental risk exposure and moderately negative social risk exposure with the CIS-4 driven primarily by highly negative governance risk exposure relating to an aggressive financial policy and concentrated control due to private equity ownership. Teaching Strategies' environmental issuer profile score (IPS) risk is neutral to low (E-2) as Moody's view environmental concerns are not meaningful for Teaching Strategies in the early childhood education sector, similar to other education technology companies. Teaching Strategies consumes energy in offices for employees such as instructors and sales associates, and data center capacity that utilizes energy is leased. However, the exposure is indirect and not material to company's overall cost structure. Teaching Strategies' social issuer profile score (IPS) risk is moderately negative (S-3) due to customer relations and human capital risk exposure. Social risks exist due to reliance on a specialized workforce to develop and maintain the educational content and technology platform necessary to provide the service, as well as reliance on good customer relationships supported by service quality and brands. Teaching Strategies' governance issuer profile score (IPS) risk is highly negative (G-4) due primarily to an aggressive financial policy and concentrated control given its private equity ownership by KKR. Given this, Moody's expects an aggressive financial and acquisition strategy that tends to favor shareholders. Financial disclosure is also more limited than for public companies. The company's board of directors consists of the management team and representatives from its sponsor. Concentrated decision making creates potential for event risk and decisions that favor shareholders over creditors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that although Moody's expect Moody's adjusted debt-to-EBITDA to remain very high along with weak liquidity over the next year, the company benefits from having no near term maturity and refinancing needs. In addition, the stable outlook also reflects Moody's expectation that its sponsor KKR will be supportive of the company with an equity injection if needed to support the sizable initial equity investment made in the company. The ratings could be downgraded if slower new customer adoptions, cost pressures or funding tightening lead to weaker operating performance. Continued negative free cash flow, liquidity deterioration or increased risk of a distressed exchange or other default could also lead to a downgrade. The ratings could be upgraded if operating performance improves and results in a meaningful decline in leverage as well as at least adequate liquidity with modestly positive free cash flow generation. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Bethesda, Maryland, Teaching Strategies is a provider of curriculum, assessment and family engagement tools for the early childhood education market (from birth to 3rd grade). The company was acquired by KKR in a $1.6 billion leveraged buyout in August 2021. Teaching Strategies generated about $117 million in revenue for the trailing twelve months ended September 30, 2022. GAME COURT: Seeks Cash Collateral Access ---------------------------------------- Game Court Services, LLC asks the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, for authority to use cash collateral. The Debtor has been operating the business continuously since December 2018. The business grew consistently through 2019 and rapidly expanded during the pandemic in 2020. In January 2021, the Debtor obtained a loan of $80,000 from Kapitus LLC, to cover payroll during the seasonal slow period so that it could retain all of its employees, and the Debtor was able to repay approximately $40,000 of the loan in three months. In April 2021, the Debtor's cash flow did not increase as expected and the Debtor increased its loan from Kapitus, wherein the Debtor received an additional $40,000 and agreed that $2,176 would be deducted from the Debtor's bank account on a weekly basis. Unfortunately, those weekly withdrawals caused additional cash-flow issues and in July 2021, the Debtor obtained a $42,000 loan from Blue Vine which is payable monthly at the approximate rate of $6,000 per month. In August 2022, the Debtor obtained another loan from Revenued, in the amount of $8,042, payable at the rate of $102 per day, and on September 26, 2022, obtained a loan from Upwise Capital, wherein Upwise Capital would receive 20% of all future sales proceeds. The Debtor asserts it generates sufficient cash flow to pay its monthly bills if it can successfully restructure the secured debt so that it will pay a higher amount in the spring and summer months to offset its slower winter season. The Debtor can pay a minimum monthly amount of $2,000 in the months of December and January and can increase its payments to $2,500 per month in the months of February and March. The secured creditors are asserting a security interest in the cash collateral of the Debtor; however, a review of the UCC financing statement records produced two financing statements, one recorded on July 19, 2021, listing First Corporate Solutions, as representative and the other recorded on January 5, 2022, listing Ct Corporation as representative. The Debtor proposes to pay adequate protection to its secured creditors to the extent each are found to secured by the Debtor's cash, by proposing to grant an interest in all new accounts receivable and cash generated by the Debtor during the period where the Court authorizes the use of cash collateral while any such secured and properly perfected creditor maintains all of its current security interests in the Debtor's pre-petition assets. A copy of the motion is available at https://bit.ly/3j0idjb from PacerMonitor.com. About Game Court Services, LLC Game Court Services, LLC is in the business of selling, constructing, maintaining and servicing game courts to primarily homeowners in the Maryland, Virginia and the District of Columbia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-16824) on December 7, 2022. In the petition signed by Paul Ribb, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Geri Lyons Chase, Esq., at Law Office of Geri Lyons Chase, is the Debtor's legal counsel. GLOBAL FOOD: EUR245M Bank Debt Trades at 22% Discount ----------------------------------------------------- Participations in a syndicated loan under which Global Food Solutions Sarl is a borrower were trading in the secondary market around 78.1 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The EUR245.0 million facility is a Term loan. It is scheduled to mature on February 11, 2028. The amount is fully withrawn and oustanding. Global Food Solutions is a progressive food service partner, uniquely positioned to create affordable and inspired foods GLOBAL MEDICAL: $1.94B Bank Debt Trades at 26% Discount ------------------------------------------------------- Participations in a syndicated loan under which Global Medical Response Inc is a borrower were trading in the secondary market around 73.9 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.94 billion facility is a Term loan. It is scheduled to mature on March 14, 2025. About $1.86 billion of the loan is withdrawn and outstanding. Global Medical Response, Inc provides air, ground, specialty and residential fire services, and managed medical transportation through its wholly owned subsidiaries Air Medical Group Holdings LLC and AMR Holdco, Inc. GLOBAL MEDICAL: $1.98B Bank Debt Trades at 26% Discount ------------------------------------------------------- Participations in a syndicated loan under which Global Medical Response Inc is a borrower were trading in the secondary market around 74.5 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.98 billion facility is a Term loan. It is scheduled to mature on October 2, 2025. About $1.96 billion of the loan is withdrawn and outstanding. Global Medical Response, Inc provides air, ground, specialty and residential fire services, and managed medical transportation through its wholly owned subsidiaries, Air Medical Group Holdings LLC and AMR Holdco, Inc. GREENWAY HEALTH: $526M Bank Debt Trades at 30% Discount ------------------------------------------------------- Participations in a syndicated loan under which Greenway Health LLC is a borrower were trading in the secondary market around 70.5 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $526.0 million facility is a Term loan. It is scheduled to mature on February 16, 2024. About $503.6 million of the loan is withdrawn and outstanding. Greenway provides ambulatory solutions and services for electronic health records, practice management, electronic data interchange, practice analytics, population health, and revenue cycle management. GROWLIFE INC: Thom Kozik Quits as Director ------------------------------------------ Thom Kozik resigned as a member of GrowLife, Inc.'s Board of Directors, effective Dec. 31, 2022. Mr. Kozik's decision to resign was for personal reasons and was not the result of any disagreement with the Company concerning any matter relating to its operations, policies, or practices, as disclosed in a Form 8-K filed by the Company with the Securities and Exchange Commission. About GrowLife GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- focuses on functional mushroom business opportunities. The Company sees a growing market, intends to service its existing distribution channel and will build on opportunities in the medicinal mushroom industry. GrowLife reported a net loss of $5.47 million for the year ended Dec. 31, 2021, compared to a net loss of $6.38 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $2.71 million in total assets, $9.97 million in total current liabilities, $59,057 in total long-term liabilities, and a total stockholders' deficit of $7.33 million. Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 16, 2022, citing that the Company has suffered recurring losses from operations, incurred negative cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. GTT COMMUNICATIONS: $1.77B Bank Debt Trades at 60% Discount ----------------------------------------------------------- Participations in a syndicated loan under which GTT Communications Inc is a borrower were trading in the secondary market around 39.8 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.77 billion facility is a Term loan. It is scheduled to mature on May 31, 2025. About $866 million of the loan is withdrawn and outstanding. GTT Communications, Inc., formerly Global Telecom and Technology, is a multinational telecommunications and internet service provider company with headquarters in McLean, Virginia, and incorporated in Delaware. GUNITE MASTERS: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Gunite Masters of Texas, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay its necessary expenses of its business in the ordinary course. The creditors that purport to hold liens or security interests in inventory and accounts are Toyota Industries Commercial Finance, Inc.; Toyota Financial; Paccar Financial; Ford Credit: ROMCO Equipment Co. LLC; Trans Lease, Inc.; Union Bank & Trust Company; Mercedes-Benz Financial Services USA, LLC; Ally Financial; Equify Financial, LLC. The Debtor proposes to adequately protect the interests of the Lenders in the collateral in a number of ways. The Debtor proposes to grant the Lenders post-petition replacement liens in the same assets of the Debtor that such entity had prior to the filing of the chapter 11 bankruptcy case. A copy of the motion is available at https://bit.ly/3FyOR2P from PacerMonitor.com. About Gunite Masters of Texas, LLC Gunite Masters of Texas, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33705) on December 12, 2022. In the petition signed by Scott Hebert, chief operating officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Reese W. Baker, Esq., at Baker and Associates, is the Debtor's legal counsel. GWG HOLDINGS: Files Placeholder Plan; No Hearing Set Yet -------------------------------------------------------- On Dec. 1, 2022 GWG Holdings, Inc.(OTC: GWGHQ) announced that it and its fellow debtors-in-possession in the Chapter 11 cases pending at 22-90032 filed a Chapter 11 plan of reorganization and a separate disclosure statement (the "Disclosure Statement") with the United States Bankruptcy Court for the Southern District of Texas Houston Division (the "Court"). The Plan outlines a proposed path to maximize value for the Company's creditors and equity holders, the terms of which will continue to evolve as GWG works with its stakeholders. Accordingly, no hearing to consider approval of the Disclosure Statement in connection with the Plan has been set at this time and no votes for the Plan are being solicited. After a hearing is set, notice of such hearing will be provided in accordance with the Bankruptcy Code and Local Rules. Votes will not be solicited until following such a hearing and the Court's approval of a Disclosure Statement and solicitation materials for a Plan. The full terms of the Plan and Disclosure Statement, as well as the related pleadings are available free of charge online at: https://www.donlinrecano.com/Clients/gwg/Index. About GWG Holdings Inc. Headquartered in Dallas, Texas, GWG Holdings, Inc., conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC and GWG Life's wholly-owned subsidiaries. GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, as president and chief executive officer, GWG Holdings listed $1.57 billion in total assets against $3.64 billion in total liabilities. The case is assigned to Honorable Bankruptcy Judge Marvin Isgur. Charles Stephen Kelley, Esq., at Mayer Brown LLP, is the Debtor's counsel. National Founders LP, as DIP Lender, is represented by Sidley Austin LLP. Cravath, Swaine & Moore LLP serves as counsel to the limited partners and parties financing the Final DIP Agent, Chapford SMA Partnership, L.P. Winston & Strawn LL HAUSER INC: Court Grants Preliminary Approval of Disclosure ----------------------------------------------------------- Judge Maria L. Oxholm has entered an order granting preliminary approval of the Disclosure Statement of Hauser, Inc. The hearing on objections to the final approval of the Disclosure Statement and confirmation of the Plan will be held on Thursday, Jan. 19, 2023, at 11:00 a.m. in Room 1875, 211 W. Fort Street, Detroit, Michigan. The deadline to return ballots on the plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Plan, is January 10, 2023. No later than Jan. 17, 2023, the Debtor must file a verified summary of the ballot count under section 1126(c) and (d) with a copy of all original ballots attached. The debtor must have the originals of the ballots available at the confirmation hearing. About Hauser Inc. Hauser, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-47028) on Sept. 7, 2022, with up to $1 million in both assets and liabilities. Charles M. Mouranie serves as Subchapter V trustee. Judge Maria L. Oxholm oversees the case. The Debtor is represented by Ryan D. Heilman, Esq., at Wernette Heilman, PLLC. HONEYWELL INT'L: Court Okays Final Payment for Asbestos Trust ------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Honeywell International Inc. won court approval to make a $1.3 billion final payment that ends evergreen financing obligations to an asbestos injury trust established in the Chapter 11 bankruptcy of a former affiliate. Judge Thomas P. Agresti of the US Bankruptcy Court for the Western District of Pennsylvania issued a 93-page opinion Thursday, December 8, 2022, approving the settlement between Honeywell and the North American Refractories Asbestos Personal Injury Settlement Trust. As reported in the TCR, Honeywell International Inc. has reached a deal to pay more than $1.3 billion to end claims of asbestos exposure in the Chapter 11 case of its former subsidiary North American Refractories Co. On Nov. 18, 2022, Honeywell International filed a current report on Form 8-K with the Securities and Exchange Commission disclosing, among other things, that Honeywell had entered into a definitive agreement (the "Buyout Agreement") with the North American Refractories Asbestos Personal Injury Settlement Trust (the "Trust"), providing for the elimination of Honeywell's funding obligations to the Trust. Honeywell will make a one-time, lump sum payment in the amount of $1.325 billion (the "Buyout Amount") to the Trust in exchange for the release by the Trust of Honeywell from all further and future obligations of any kind related to the Trust and/or any claimants who were exposed to asbestos-containing products manufactured, sold or distributed by North American Refractories Company ("NARCO") or its predecessors, including Honeywell's ongoing evergreen obligation to fund (i) claims against the Trust, which comprise Honeywell's NARCO asbestos-related claims liability, and (ii) the Trust's annual operating expenses, including its legal fees (which operating expenses, for reference, were approximately $21 million in 2021) (such evergreen obligations referred to in (i) and (ii), the "Honeywell Obligations"). Following the consummation of the foregoing transactions (the "Buyout Closing"), Honeywell will have limited obligations to the Trust as set forth in the Buyout Agreement and the Existing Confidentiality Agreement. About Honeywell International Honeywell is a diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; automotive products; specialty chemicals; fibers; plastics; and electronic and advanced materials. Based in Morris Township, N.J., Honeywell is one of 30 stocks that make up the Dow Jones Industrial Average and is a component of the Standard & Poor's 500 Index. Its shares are wwwtraded on the New York Stock Exchange under the symbol HON, as well as on the London, Chicago and Pacific Stock Exchanges. On the Web http://www.honeywell.com/ In 1979, Honeywell purchased North American Refractories Company, known as NARCO, which made asbestos refractory materials. Honeywell Inc. merged with Allied Signal Inc. in 1999 to form a company with interests in aerospace, chemical products, automotive parts and building controls. After the merger, the combined company was renamed Honeywell International. By 2010, Honeywell found itself a defendant in thousands of asbestos lawsuits resulting from the operations of its former subsidiaries. At the time, Honeywell estimated its potential liability from asbestos litigation at $1.1 billion. On Oct. 1, 2019, Honeywell spun off a subsidiary known as Garrett Motion Inc. and shouldered the company with its estimated $1 billion in asbestos liability. Honeywell's other asbestos subsidiary, North American Refractories Company, filed for bankruptcy and established a trust fund in 2013 with $6.32 billion to handle asbestos claims stemming from its refractory products. The bankruptcy plan assigned certain asbestos liabilities to Honeywell so that claims arising from bankrupt companies supplied by NARC must file a claim with Honeywell. About North American Refractories Based in Pittsburgh, Pennsylvania, North American Refractories Company manufactured and sold refractory products. The Company and its affiliates sought Chapter 11 protection on Jan. 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after suffering a slump in the domestic economy and encountering an overwhelming number of claims from individuals asserting injuries or illnesses caused by exposure to asbestos containing products it manufactured. The Company reported $27.5 billion in assets and $18.6 billion in liabilities at the time of the filing. The Hon. Judith K. Fitzgerald confirmed a Third Amended Plan of Reorganization filed by North American Refractories Company and its debtor-affiliates, I-Tec Holding Corp., Intertec Company, and Tri-Star Refractories, Inc., on Sept. 24, 2007. That plan estimated that unsecured non-asbestos creditors would recover about 90 cents-on-the-dollar. Asbestos claims were channeled to a 524(g) trust funded by Honeywell International Inc. and 79% of the stock of the Reorganized Debtor. James J. Restivo, Jr., Esq., Robert P. Simmons, Esq., and David Ziegler, Esq., at Reed Smith LLP represents the Debtor. Kroll Zolfo Cooper LLC is the Debtors' bankruptcy consultants and special financial advisors. The Official Committee of Unsecured Creditors is represented by McGuire Woods, LLP. KPMG, LLP, is the Creditors Committee's financial advisor. The Asbestos Claimants Committee is represented by attorneys at Caplin & Drysdale, Chartered and Campbell & Levine, LLC. L. Tersigni Consulting, PC was the Asbestos Committee's financial advisor. Lawrence Fitzpatrick was appointed as the Future Asbestos Claimants Representative. Mr. Fitzpatrick is represented by attorneys at Young Conaway Stargatt & Taylor LLP and Meyer, Unkovic & Scott LLP. HORIZON THERAPEUTICS: Moody's Puts Ba1 CFR on Review for Upgrade ---------------------------------------------------------------- Moody's Investors Service placed certain ratings of Horizon Therapeutics USA, Inc., a subsidiary of Horizon Therapeutics plc (collectively "Horizon") on review for upgrade. These include the Ba1 Corporate Family Rating, the Ba1-PD Probability of Default Rating, the Ba1 senior secured rating and the Ba2 senior unsecured rating. The Speculative Grade Liquidity rating remains unchanged at SGL-1. Moody's revised the outlook to ratings under review from stable. These actions follow the announcement that Horizon will be acquired by Amgen Inc. for approximately $27.8 billion plus the assumption of Horizon's net debt. The development is credit positive for Horizon as it will become part of a larger, higher-rated company. The companies expect the transaction to close in the first half of 2023. On Review for Upgrade: Issuer: Horizon Therapeutics USA, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Ba1 Probability of Default Rating, Placed on Review for Upgrade, currently Ba1-PD Senior Secured Bank Credit Facilities, Placed on Review for Upgrade, currently Ba1 (LGD3) Senior Unsecured Notes, Placed on Review for Upgrade, currently Ba2 (LGD6) Outlook Actions: Issuer: Horizon Therapeutics USA, Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Notwithstanding the rating review, Horizon's Ba1 Corporate Family Rating reflects its rising scale in the global pharmaceutical industry with annual revenue recently surpassing $3 billion. Horizon's rare disease drugs have high price points, good growth, and high barriers to entry. Thyroid eye disease treatment Tepezza will continue strong uptake, with multi-billion dollar sales potential. Chronic gout treatment Krystexxa also has good growth prospects, especially following recent clinical trials in combination with the older drug methotrexate. Uplizna, acquired with the 2021 acquisition of Viela Bio Inc., has a solid growth outlook in its existing and potential future rare disease indications. Horizon's efficient operating structure and high profit margins will drive solid cash flow. Tempering these strengths are R&D execution risk and high revenue concentration, with the top three drugs generating over two-thirds of sales for the foreseeable future. In addition, Horizon's financial leverage is subject to temporary increases to support business development. ESG considerations are relevant to Horizon's credit profile, reflected in the Credit Impact Score of CIS-3, moderately negative. Horizon faces social risk exposure in the form of regulatory and legislative efforts aimed at reducing drug prices, such as the recently passed US Inflation Reduction Act. These are fueled in part by demographic and societal trends that are pressuring government budgets because of rising healthcare spending, and reflected in the S-5 issuer profile score, very highly negative exposure. Due to a niche focus in rare diseases, Horizon's products tend to carry very high gross prices. That being said, orphan drugs are somewhat less likely to be affected by drug pricing reform than traditional and specialty oral products that have very high spending within the Medicare Part D population. Among governance considerations, the company targets 2.0x gross financial leverage, but its M&A strategy will still result in spikes in financial leverage, reflected in the G-3 issuer profile score, moderately negative exposure. The rating review will consider the benefits to Horizon of becoming part of Amgen including its large global scale. The review will also reflect the treatment by Amgen of Horizon's debt obligations including any guarantees or other arrangements. Located in Deerfield, Illinois, Horizon Therapeutics USA, Inc., is an indirect wholly-owned subsidiary of Dublin, Ireland-based Horizon Therapeutics plc (collectively "Horizon"). Horizon is a publicly-traded pharmaceutical company focused on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. Net sales for the 12 months ended September 30, 2022 were approximately $3.7 billion. The principal methodology used in these ratings was Pharmaceuticals published in November 2021. IKON WEAPONS: Court OKs Cash Collateral Access Thru Dec 20 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, authorized Ikon Weapons, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to maintain its viability as a business. The U.S. Small Business Administration asserts an interest in the cash collateral, pursuant to UCC-1 Financing Statement No. 20210051331K identifying all the Debtor's tangible and intangible property as collateral. The SBA has filed Proof of Claim 2-1 in the Debtor's case asserting a fully secured claim in the amount of $53,972. The Debtor scheduled Geneva Capital as a secured creditor pursuant to UCC-1 Financing Statement No. 20220017618M identifying certain equipment as collateral. Geneva Capital has filed Proof of Claim 3-1 in the Debtor's case asserting an unsecured claim in the amount of $995 for amounts due under a lease. PSA asserts an ownership interest in the Debtor's property including accounts and inventory, which the Debtor disputes, pursuant to a constructive trust claim, among other claims, which has been asserted in an Adversary Proceeding No. 22-03041, Palmetto State Armory, LLC v. IKON Weapons, LLC. PSA has not filed a UCC-1 Financing Statement with respect to any of the Debtor's property. To the extent any creditor has an interest in cash collateral, including, but not limited to, the SBA, the creditor is granted a replacement lien or other property interest under section 361 of the Bankruptcy Code to the extent of the diminution in value of cash collateral caused by the Debtor's use of cash collateral, to the same extent and with the same priority in postpetition property, and the proceeds thereof, that such creditor held in pre-petition property. The Debtor's obligations are continuing in nature, will survive the term of the Order, and will remain in effect until the earliest of: a. The entry of a final order authorizing the use of cash collateral; b. December 20, 2022; c. The entry of a further interim order authorizing the use of cash collateral; d. The entry of an order denying or modifying the use of cash collateral; e. The effective date of any confirmed plan in the case; f. Conversion of the case to another chapter of the Bankruptcy Code or removal of Debtor from possession; g. The entry of further orders of the Court regarding the subject matter hereof; h. Dismissal of the proceeding; or i. Occurrence of an event of default that is not timely cured. A further hearing on the matter is set for December 20, 2022 at 9:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3G1ZQU3 from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $17,712 for the week ending December 9; $22,712 for the week ending December 16; $32,712 for the week ending December 23; and $17,712 for the week ending December 30. About Ikon Weapons, LLC Ikon Weapons, LLC operates as weapon manufacturer, purchaser, and importer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30424) on September 2, 2022. In the petition signed by Suliban Deaza, member manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. John C. Woodman, Esq., at Essex Richards, P.A. is the Debtor's counsel. INFOVINE INC: Wins Cash Collateral Access Thru Jan 2022 ------------------------------------------------------- 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 is permitted to use cash collateral for necessary business expenses incurred in the ordinary course of business for monthly expenses starting on December 12, 2022, and continuing for 30- or 31- day periods (December 12, 2022 to January 12, 2023 and thereafter) until further Court order. 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 final hearing on the matter is set for January 12, 2023 at 1:30 p.m. A copy of the order is available at https://bit.ly/3BuYNcr 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. Judge Jeffrey P. Norman oversees the case. Brendon D Singh has been appointed as Subchapter V trustee. The Debtor is represented by Reese W Baker, Esq. at Baker & Associates. INTERIOR COMMERCIAL: Court Approves Plan as Modified ---------------------------------------------------- Judge Roger L. Efremsky has entered an order approving the Plan of Reorganization of Interior Commercial Installation, Inc., as a non-consensual plan under 11 U.S.C. Sec. 1191(b), as modified by the Stipulation as to the Plan treatment of LCF Group, Inc. which stipulation is approved. On Nov. 22, 2022 secured creditor LCF Group, Inc. filed its Objection to Plan Confirmation; Declaration of Adam Feldman. On the same day LCF Group, Inc. casted its vote rejecting the Plan. On Nov. 29, 2022 LCF Group, Inc. and Debtor entered into a Stipulation as to LCF Group, Inc. Plan Treatment and Change in Vote. The Stipulation changed the default provisions as to LCF Group, Inc. and in turn LCF Group, Inc. agreed to withdraw its objection to confirmation and to change its vote voting in favor of the Plan. The objection is withdrawn based on the stipulation and is also overruled. Reorganization Plan Interior Commercial Installation submitted a Plan of Reorganization for Small Business under Chapter 11 dated Oct. 7, 2022. The Plan Proponent's financial projections show that the Debtor will have a projected disposable income for the period described in s 1191(c)(2) of $1,137,184. The final payment is projected to be on or about Dec. 2027. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors solely from the revenue generated by the business. Non-priority unsecured creditors holding allowed claims will receive a pro-rata distribution of $328,764.28 together with interest at 4.1% per annum. Such distribution represents 100 cents on the dollar. Under the Plan, Class 9 General Unsecured Creditors will be paid in full together with interest at 4.1% per annum payable as follows: * A pro-rata disbursement of $1,123 per month commencing on the 1st day of the 1st month after the Effective Date for 8 consecutive months representing interest-only payments at 4.1% per annum. * A pro-rata disbursement of $6,911 per month commencing on the 1st day of the 9th month after the Effective Date for 52 consecutive months. Pro-rata means the entire amount of the claim divided by the entire amount owed to creditors with allowed claims in this class. For any general unsecured claimant whose distribution is less than $50.00, the Debtor may accrue the distribution and disburse once the accrual reaches $50.00. Class 9 is impaired. The Debtor anticipates that it will continue operations. The Plan will be funded entirely from operations and not from the sale of any assets. Attorneys for debtor Interior Commercial Installation: Lars T. Fuller, Esq. Joyce K. Lau, Esq. THE FULLER LAW FIRM, P.C. 60 No. Keeble Ave. San Jose, CA 95126 Telephone: (408)295-5595 Facsimile: (408) 295-9852 A copy of the Disclosure Statement dated Dec. 7, 2022, is available at https://bit.ly/3HknvjJ from PacerMonitor.com. About Interior Commercial Installation Interior Commercial Installation, Inc., is a building finishing contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-40745) on Aug. 2, 2022. In the petition signed by Jens Christian Jensen, president, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Roger L. Efremsky oversees the case. Lars Fuller, Esq., at The Fuller Law Firm, PC, is the Debtor's counsel. INTRADO CORP: Moody's Confirms B3 CFR & Rates New 1st Lien Debt B1 ------------------------------------------------------------------ Moody's Investors Service confirmed Intrado Corporation's B3 Corporate Family Rating and assigned B1 ratings to its proposed extended first lien credit facilities. Moody's upgraded the rating for Intrado's existing 1st lien credit facilities to B1, from B2, and confirmed the Caa2 ratings for the senior unsecured notes. The rating outlook is stable. These actions conclude the review of Intrado's ratings that was initiated on September 20, 2022, following the announcement that affiliates of Stonepeak Partners LP will acquire Intrado's Safety business for $2.4 billion. The divestiture of the Safety business is expected to close in the first quarter of 2023. The ratings are subject to the completion of the sale of the Safety business and Moody's review of Intrado's final capital structure after anticipated debt repayments. Confirmations: Issuer: Intrado Corporation Corporate Family Rating, Confirmed at B3 Probability of Default Rating, Confirmed at B3-PD Senior Unsecured Regular Bond/Debenture, Confirmed at Caa2 (LGD6) Assignments: Issuer: Intrado Corporation Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3) Upgrades: Issuer: Intrado Corporation Senior Secured Bank Credit Facility, Upgraded to B1 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Intrado Corporation Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Intrado intends to apply net proceeds from the sale of its Safety business to reduce outstanding debt by up to $2.1 billion and augment its cash balances. The company announced that lenders representing about 99.6% of the principal amount of the outstanding first lien term loans have agreed to extend the maturity of the term loans to April 2027, from October 2024, and Intrado expects to repay about $1.8 billion of the 1st lien term loans. Intrado also announced that senior unsecured noteholders representing approximately 90% of the outstanding amounts have consented to its offer of prepaying up to $225 million of senior unsecured notes and exchanging the existing notes for new 2nd lien securities maturing in April 2027. The effectiveness of the amended credit agreement is subject to certain closing conditions, including the completion of the sale of Intrado's Safety business. The confirmation of the B3 rating reflects the deleveraging and improved liquidity position of Intrado after the divestiture and debt transactions. Based on the preliminary estimates of EBITDA for 2022 and incorporating Moody's adjustments, total debt to EBITDA (Moody's adjusted) on a continuing operations basis will reduce from around mid 10x to 9x, if very large amounts of non-recurring costs are excluded. Governance considerations, specifically, the company's use of proceeds to reduce its very high levels of debt and additional lender protections afforded in the amended credit agreement, are a key driver of the rating action. The divestiture of Intrado's largest business with strong EBITDA profitability will diminish its scale and diversity. However, the company's remaining core business segments comprising Digital Workflows, Notified, and Mosaicx will still have good operating scale with more than $520 million of revenues in 2022, and generate very good adjusted EBITDA margins. Moody's expects revenue growth in core services to increase from the mid-single digits in 2023, to the high single digits over the next 2 to 3 years, driven by product enhancements and increasing penetration of higher-value services offerings. Pro forma for the transactions and based on the cash balances at September 2022, Intrado will have adequate liquidity with more than $410 million of cash balances and access to a $175 million revolving credit facility. The available liquidity provides good cushion against the large non-recurring expenses related to the winding down of its Enterprise Communications and Cloud Collaboration services, which is being transitioned to third parties, and incremental costs to prepare the core businesses for potential future sale. The B3 rating is constrained by Intrado's still very high leverage that Moody's expects to decline to mid 6x by 2024, assuming no changes in the portfolio of services. The rating incorporates execution risk in the carve out of the largest business as well as demonstrating accelerating growth in the core services. Intrado's large non-recurring costs will contribute to negative free cash flow in 2023, with a return to breakeven to positive free cash flow by 2024. In addition, there is uncertainty about the timing of further divestitures and the value of proceeds, which can materially impact the credit profile and debt service capacity of the remaining businesses. The upgrade of the existing first lien credit facilities to B1, and the B1 rating for the extended tranches of the first lien loans reflect a lower proportion of first priority loans in the final capital structure after the debt repayments. The stable ratings outlook reflects Moody's expectations for progressive improvements in free cash flow and deleveraging over the next 12 to 24 months driven by revenue growth in the company's core businesses and declining non-recurring expenses. The stable outlook is also supported by the meaningful credit protections in the amended credit agreement. These protections include reductions in the restricted payments capacity such that no dividends to shareholders will be permitted; reduced incremental debt capacity; and, restrictions in the ability of the borrower to transfer pledged assets to subsidiaries that do not pledge their stock. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Intrado's ratings with sustained revenue growth and improving profitability, Debt to EBITDA (Moody's adjusted) declining to about 6x and free cash flow to debt improving to about 5% on a sustained basis. Upward pressure could also develop if the company significantly reduces total debt to EBITDA from future asset sales, while maintaining good business scale and liquidity. Conversely, the rating could be downgraded if Intrado's liquidity becomes weak or anticipated revenue growth in core businesses and improvements in free cash flow are unlikely to materialize. Intrado Corporation (f/k/a West Corporation) is a provider of technology-enabled communications services. It was acquired by affiliates of Apollo Global Management, LLC in October 2017. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. INVESTMENTS SWK: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- Investments SWK, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, for authority to use cash collateral as of November 22, 2022, and provide adequate protection payments through Confirmation of the Debtor's Plan of Reorganization, or until further order of the Court. The Debtor requires the use of cash collateral for the continued maintenance and operations of its commercial property. Wildstein Investments, Inc. and 9287-0245 Quebec Inc. are the holders of a joint first mortgage in the combined amount of $4.6 million. Additionally, the Joint Mortgagees hold a security interest in the Debtor's tangible personal property pursuant to a UCC-1 Financing statement. The UCC-1 is secured by personal property valued at $565,542; and two open insurance claims for damages cause by (i) a water leak (loss estimated at $445,321); and (ii) non-permitted work (loss estimated at $100,000). Gianna Lahainer Lombardi Investments II, LLC is the holder of a second mortgage in the amount of $1.5 million. In addition, there is a construction lien on the Commercial Property by SP Lauderdale, LLC d/b/a Serv Pro of Fort Lauderdale South in the amount of $137,538, and the Debtor also owes real estate taxes for 2021 and 2022 in the approximate amount of $187,000. On December 23, 2020, the Debtor entered into a mortgage in the face amount of $1.5 million with George Lombardi as mortgagee. The mortgage was recorded on December 29, 2020 in the Broward County Public Records (Instrument #116955657). The terms of the mortgage provide for monthly payments of interest only at 3% per year, with a balloon payment of the face amount on the maturity date of the mortgage. On December 4, 2021, the Lombardi Mortgage was assigned to GLLI. The assignment is recorded in the Broward County Public Records (Instrument #117632544). The Debtor's principal, Lorne Wray, owns 65% of GLLI. On September 28, 2021, the Debtor executed and delivered to Quebec a promissory note in the amount of $2.3 million. At the same time, a second note, also in the amount of $2.3 million, was executed and delivered to Wildstein. To secure the two Notes, the Debtor executed and delivered a mortgage secured by the Commercial Property in the face amount of $460,000 to Quebec and Wildstein as the Joint Mortgagees. The Joint Mortgage was recorded on October 1, 2021 in the Broward County Public Records (Instrument #117629328). The terms of Notes and the Joint Mortgage provided for monthly payments of interest only at 10% per year, with a maturity date of September 2022. On the same date, October 1, 2021, the Joint Mortgagees filed a UCC-1 in the Florida Secured Transaction Registry (#202108652465) as the secured party with all personal property of the Debtor listed as collateral. On December 4, 2021 as filed in the Broward County Public Records (Instrument #117632822), the GLLI mortgage was subordinated to the Joint Mortgage. As a result, the Joint Mortgagees became the first mortgage in priority, with the GLLI mortgage as the second. On May 9, 2022, approximately 6 months after the assignment of the Lombardi Mortgage to GLLI, despite having no rights or legal claim against the Debtor, George Lombardi, individually, filed an improper UCC-1 (#202201513186) in in the Florida Secured Transaction Registry, as the secured party with the Commercial Property as the collateral. On June 2, 2022, Serv Pro filed a Claim of Construction lien in the amount of $137,539 against the Debtor in the Broward County Public Records (Instrument #118186337). A search of the Florida Secured Transaction Registry as of the date of the filing of the Chapter11 reflects there is still open of record from January 4, 2021 a UCC-1 (# 20210578253X) in favor of Jalisco Financial & Investments, LLC., listing the Debtor as the encumbered party. The Jalisco UCC secures all tangible property specifically as collateral related to a loan and mortgage filed on December 29, 2020 (Instrument #116955654), as amended by Modification (Instrument #117163348). The mortgage was satisfied of record on October 6, 2021 (Instrument #117641225). As a result, the Jalisco UCC is moot, and should be terminated of record. As of the Chapter 11 filing date, the principal balance owed to the Joint Mortgagees is $4.6 million plus accrued interest. The Debtor had been making monthly interest only payments of $38,234 as required, with payments being made from January 2022 through June 2022. The fair market value of the Commercial Property ranges between $8 million and $9.6 million and Brokers Price Opinion. The total of the Joint Mortgagee's claim is $4.6 million, resulting in the first mortgage having an equity cushion of at least 34%. The total of the second mortgagee, GLLI's claim is $1.5 million, resulting in the second mortgage having an equity cushion of a minimum of approximately 102%. In February 2022, due to a tenant's negligence, the Commercial Property suffered excessive water damage from the tenant’s private bathroom toilet. This resulted in 13 office suites and the common area being damaged, with one of the elevators currently not working as a result of the damage. A number of tenants vacated their premises due to the damage, resulting in a reduction in monthly rent receipts from approximately $72,000 to $43,000 in March and further to $28,000 in April. Since the water damage, the Debtor has lost approximately $295,000. The rental income generated by current tenant leases of $58,205 is collectively the cash collateral. Beginning in April 2023, the cash collateral will increase to $84,472. Although the equity cushions enjoyed by Joint Mortgagees and the GLLI are substantial, the Debtor seeks permission to provide Adequate Protection Payments to the secured lenders: (a) to the Joint Mortgagees -- $10,000 per month in total, with $5,000 payable to Wildstein and $5,000 payable to Quebec; and (b) to GLLI -- $2,000 per month. A copy of the motion is available at https://bit.ly/3W8IKcL from PacerMonitor.com. About Investments SWK LLC Investments SWK filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18989) on Nov. 22, 2022. In the petition filed by Lorne A. Wray, as managing member, the Debtor reported assets up to $50,000 and liabilities between $1 million and $10 million. Maria Yip has been appointed as Subchapter V trustee. The Debtor is represented by Chad T Van Horn, Esq. at Van Horn Law Group, P.A. ISABEL ENTERPRISES: Exclusivity Period Extended to Jan. 12 ---------------------------------------------------------- Isabel, LLC, an affiliate of Isabel Enterprises, Inc., obtained a court order extending its exclusive right to file a Chapter 11 plan to Jan. 12, 2023, and solicit votes on the plan to March 13, 2023. The ruling by Judge Peter Mckittrick of the U.S. Bankruptcy Court for the District of Oregon allows the company to file a new plan without the threat of a rival plan from creditors. The company and Isabel Enterprises on Nov. 7 withdrew their joint Chapter 11 plan of reorganization after the exit financing contemplated by the plan fell through. The court subsequently cancelled the Nov. 15 hearing on confirmation of the plan. About Isabel Enterprises Isabel Enterprises, Inc.'s affiliate Isabel LLC owns two tax lots consisting of a commercial unit located at 330 NW 10th Ave., Suite 116, Portland, Ore., and a related parking unit. Historically, Isabel LLC leased the property to Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl. Amid deteriorating conditions in the neighborhood and the pandemic, the restaurant shut operations in July 2019. Amid an impending sale of the property as a result of a foreclosure action initially instituted by the Condominium Owners' Association, Isabel Enterprises and Isabel LLC sought Chapter 11 protection (Bankr. D. Ore. Lead Case No. 22-30801) on May 18, 2022. In its petition, Isabel Enterprises was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Peter C. Mckittrick oversees the cases. Oren B. Haker, Esq., at Stoel Rives, LLP and Strategic Tax Management serve as the Debtors' legal counsel and accountant, respectively. The Debtors filed their joint Chapter 11 plan of reorganization on June 27, 2022. ISABEL ENTERPRISES: Gets OK to Hire Michael D. O'Brien as Counsel ----------------------------------------------------------------- Isabel Enterprises, Inc. and Isabel, LLC received approval from the U.S. Bankruptcy Court for the District of Oregon to employ Michael D. O'Brien & Associates P.C. to substitute for Stoel Rives, LLP. Stoel Rives withdrew as bankruptcy counsel for the Debtors. Michael D. O'Brien will be paid at these rates: Michael O'Brien $430 per hour Theodore J. Piteo $350 per hour Law Clerks $160 per hour Senior Paralegal $175 per hour Paralegal $125 per hour Support Staff $60 - $100 per hour William Tosheff, manager of Isabel LLC, paid the firm a retainer in the amount of $20,000. Theodore Piteo, Esq., partner at Michael D. O'Brien, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Theodore J. Piteo, Esq. Michael D. O'Brien & Associates P.C. 12909 SW 68th Parkway, Suite 160 Portland, OR 97223 Phone: +1 503-852-9267 About Isabel Enterprises Isabel Enterprises, Inc.'s affiliate Isabel LLC owns two tax lots consisting of a commercial unit located at 330 NW 10th Ave., Suite 116, Portland, Ore., and a related parking unit. Historically, Isabel LLC leased the property to Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl. Amid deteriorating conditions in the neighborhood and the pandemic, the restaurant shut operations in July 2019. Amid an impending sale of the property as a result of a foreclosure action initially instituted by the Condominium Owners' Association, Isabel Enterprises and Isabel LLC sought Chapter 11 protection (Bankr. D. Ore. Lead Case No. 22-30801) on May 18, 2022. In its petition, Isabel Enterprises was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Peter C. Mckittrick oversees the cases. Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates P.C. and Strategic Tax Management serve as the Debtors' legal counsel and accountant, respectively. The Debtors filed their joint Chapter 11 plan of reorganization on June 27, 2022. ISABEL ENTERPRISES: Isabel LLC Unsecureds Will Get 100% w/ Interest ------------------------------------------------------------------- Isabel LLC and Isabel Enterprises, Inc., submitted a Third Amended Disclosure Statement and Plan dated December 12, 2022. The Joint Plan seeks to restructure the prepetition claims held by the LLC Creditors of the LLC Debtor ("Reorganized Isabel LLC") and the prepetition claims held by the Enterprises Creditors of the Enterprises Debtor ("Reorganized Isabel Enterprises," and together with Reorganized Isabel LLC, the "Reorganized Debtors") in order to resume operations pursuant to its new business plan ("New Business Plan") and generate sufficient revenues to cover its operating costs, including lease payments to Reorganized Isabel LLC pursuant to a New Lease. The New Business Plan pivots away from the prior Restaurant and directly into a retail business selling wellness products and pre-packaged goods. The Reorganized Isabel Enterprises intends to begin operations prior to the Effective Date and will operate on consignment will transition over to trade payables. Following entry of the Confirmation Order and prior to the Effective Date, the Enterprises Debtor will receive capital contributions from William Tosheff or his assignee, as needed, to avoid any liquidity issues which funds shall be used to resume operations under the New Business Plan. In order to secure extensions of credit from critical vendors necessary to commence operations, Reorganized Isabel Enterprises intends to negotiate credit terms from its vendors while operating on consignment during the ninety-day period immediately following the Effective Date during which time a ninety-day standstill of payments ("Standstill Period") to Creditors holding Allowed Claims will be imposed pursuant to the Confirmation Order. Class 1 consists of Oregon Department of Revenue Secured Claim. Debtor shall reamortize the Lien of the Class 1 Claimant over a period of 25 years at a 9% interest rate. The new monthly principal and interest payment shall be approximately $513.01. The Claimant shall retain its lien until its claim is fully satisfied or otherwise offset by recalculation of any tax arrearages. The first payment shall be due on the 1st of the month following the Standstill Period. The Lien shall be fully due and payable upon any purported sale of the Real Property. Class 2 consists of Multnomah County DART Secured Claim. Monthly payments of $500 over 5 years with a balloon payment due at end of the 5 year period at 5% interest rate, or on terms consensually agreed to by the Class. These payments shall begin the 1st of the Month following the Standstill Period. The Class 2 Claimant shall retain its lien until paid or otherwise satisfied. Class 3 consists of OR Real Estate Secured Claim. Debtor shall reamortize the Note of the Class 3 Claimant over a period of 25 years at a 9% interest rate. The associated note will be deemed current with a principal balance of $850,000. The LLC Debtor shall make interest only payments to Claimant for the first 12 months following the Standstill Period in the amount of $6,375. Starting on the 13th month following the Standstill Period the Loan will be fully amortizing and trigger a new monthly principal and interest payment in the approximate amount of $7,133.17. The first payment shall be due on the 1st of the month following the Standstill Period. This Claimant's Claim shall balloon 5 years after termination of the Standstill Period, when all remaining amounts shall be immediately due and payable. Claimant shall retain their lien until they are satisfied in full. This Claimant's Claim shall be deemed current on the Effective Date, subject to the repayment terms. Class 4 consists of Condominium Owners' Association Secured Claim against LLC Debtor. Debtor shall reamortize the Lien of the Class 4 Claimant over a period of 25 years at a 9% interest rate. The associated lien will be deemed current with a principal balance of approximately $42,000. The new monthly principal and interest payment shall be approximately $352.46. The first payment shall be due on the 1st of the month following the Standstill Period. This Claimant's Claim shall balloon in 5 years when all remaining unpaid amounts will be due. Claimant shall retain its lien until paid in full or otherwise satisfied. This Claimant's Claim shall be deemed current on the Effective Date, subject to the repayment terms. Class 5 consists of SBA's Allowed Secured Claim against LLC Debtor. LLC Debtor will retain the current contract terms with the SBA which call for Monthly payments of $2,500.00 with 3% interest commencing March 1, 2023, with balloon payment at maturity. Debtor will also agree to pay 1/60th of any outstanding arrears amount in addition to the normal monthly payment starting the first day of the month following the Stand Still Period. Such arrears amount shall be fixed as of the start of the Repayment Period. The SBA will retain its lien until paid or otherwise satisfied. Class 6 consists of Mitsubishi HC Capital America Inc. (f/k/a Hitachi Capital America Corp.) Allowed Secured Claim against Enterprises Debtor. Enterprises Debtor shall begin making monthly payments to the Class 6 Claimant following the Standstill Period in the amount of $300 per month. Enterprises Debtor shall use best efforts to liquidate the underlying collateral to satisfy the Class 6 Claimant in full after the Effective Date. Enterprises Debtor shall have a period of 18 months to complete the sale of the Collateral before any remaining amounts due to the Class 6 Claimant balloon and become fully payable. Class 8(a) consists of General Unsecured Creditors of the LLC Debtor. All general unsecured, nonpriority claimants of the LLC Debtor shall be members of Class 8(a). The Class 8(a) claimants will share pro rata in 10 semi-annual distributions of $4,000 with the final payment being a balloon payment for the remaining balance of the claims. Payments will begin 120 days after the Standstill Period or upon full repayment of the Unclassified Priority Claims, whichever is later. Class 8(a) Claimants shall receive 100% of their claims with interest at the Federal Judgment Rate in effect on the Effective Date. The Joint Plan constitutes a motion by the LLC Debtor seeking authority to sell the Real Property to the highest and best bidder. The Debtors are undertaking efforts to go effective and restart operations in the premises prior to the Confirmation Hearing Date. On the Effective Date, (i) all property of the LLC Debtor's estate shall automatically vest in Reorganized Isabel LLC, which shall be operated by William Tosheff, and all property of the Reorganized Isabel LLC shall be free and clear of all Claims of the LLC Creditors, except as otherwise provided for in the Joint Plan; and (ii) (a) all property of the Enterprises Debtor's estate, as Reorganized Isabel Enterprises, shall remain in the estate, (b) the automatic stay shall continue to apply post-Effective Date with respect to Reorganized Isabel Enterprises, and (c) William Tosheff will continue to operate Reorganized Isabel Enterprises and shall make payments to Creditors holding Allowed Claims or otherwise to the Subchapter V Trustee, as further set forth in the Confirmation Order. A full-text copy of the Third Amended Disclosure Statement dated December 12, 2022, is available at https://bit.ly/3HGpjDQ from PacerMonitor.com at no charge. Attorneys for Debtors: Oren B. Haker STOEL RIVES LLP 760 SW Ninth Avenue, Suite 3000 Portland, OR 97205 Telephone: 503.224.3380 Facsimile: 503.220.2480 oren.haker@stoel.com About Isabel Enterprises Isabel LLC owns two tax lots consisting of a commercial unit located at 330 NW 10th Avenue, #116, Portland, Oregon 97209 and a related parking unit. Historically, Isabel LLC leased the property to affiliate Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl. Amid deteriorating conditions in the neighborhood and the pandemic, the restaurant shut operations in July 2019. Amid an impending sale of the property as a result of a foreclosure action initially instituted by the Condominium Owners' Association, Isabel Enterprises, Inc., and Isabel LLC sought Chapter 11 protection (Bankr. D. Ore. Lead Case No. 22-30801) on May 18, 2022. In its petition, Isabel Enterprises was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. Peter C. Mckittrick oversees the cases. Oren B. Haker, Esq., of Stoel Rives LLP is the Debtors' counsel. J AND M SUPPLY: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina authorized J and M Supply of the Carolinas, LLC to use cash collateral on an interim basis for its post-petition, necessary and reasonable operating expenses. The Debtor requires the use of cash collateral to maintain existing operations and reorganize its obligations in the Chapter 11 case. The entities that assert an interest in the Debtor's cash collateral are Pearl Delta Funding, LLC, Cloudfund, LLC, ROC Funding Group, LLC, and ROC Funding Group, LLC. The Court ruled that the Secured Creditors will not retain a continuing and replacement post-petition lien and security interest in all property, receivables and assets of the Debtor and the proceeds thereof, whether acquired pre-petition or post-petition. Unless additional agreement for the interim or final use of cash collateral is reached by the relevant parties, further hearing on the matter will be held at 11 a.m. on January 10, 2023, at the United States Bankruptcy Court in Wilmington, North Carolina. A copy of the order and the Debtor's budget is available at https://bit.ly/3hubRaQ from PacerMonitor.com. The Debtor projects $22,500 in gross profit and $21,700 in total expenses. About J and M Supply J and M Supply of the Carolinas, LLC operates a sporting goods retail store in Leland, N.C. It is a licensed Federal Firearms dealer and specializes in the sale of firearms, ammunition and related equipment. The company also provides firearm and first aid training classes and is a North Carolina certified firearms instructor. J and M filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-00536) on March 11, 2022, listing as much as $500,000 in both assets and liabilities. Jennifer Bennington serves as the Subchapter V trustee. Judge David M. Warren oversees the case. Richard P. Cook, Esq., at Richard P. Cook, PLLC is the Debtor's legal counsel. JAX SERVICE: Court OKs Interim Cash Collateral Access ----------------------------------------------------- Jax Service Center, LLC sought and obtained entry of an order from the U.S. Bankruptcy Court for the Northern District of New York authorizing the use of cash collateral in an amount not to exceed $12,270, pending the preliminary hearing on December 21, 2022, to fund payroll, including $4,999 in prepetition wages, and business operating expenses. According to the Court, the Debtor has established that absent access to $12,270 of cash collateral, it will suffer immediate and irreparable harm. Until 2021, the Debtor limited its business to operating an automobile service center. When COVID-19 started, the service business sales decreased and expenses increased. In early 2021, the Debtor expanded into vehicle sales, and later in 2021, the Debtor expanded into operating a vehicle transport business. The Debtor purchased a trailer and truck in 2021, and in early 2022 purchased another truck and two additional trailers. The Debtor lost its floor plan financing from Westlake Flooring Company, LLC in the summer of 2022 due to a nonpayment issue. Westlake repossessed all of their remaining vehicles on the Debtor's lot. The Debtor also had a floor plan arrangement with ACV Capital which the Debtor was in the process of paying off through a proposed new floor plan arrangement with NextGear Capital, Inc. When that arrangement took longer than anticipated, ACV Capital also pulled their vehicles off the Debtor's lot. The Debtor did make a floor plan arrangement with NextGear, and remained current with required payments to NextGear. However, after about three months, NextGear told the Debtor that it was their policy to terminate all floor plan arrangements whenever a dealer was in default with other floor plan companies. NextGear then pulled their vehicles off Debtor's lot, leaving the Debtor with no vehicles to sell. Within about a month, the Debtor made arrangements with a third party to sell vehicles on consignment. On October 13, 2022, one creditor, Smarter Merchant froze the Debtor's credit card merchant payments, preventing Debtor from receiving any money that their customers put on credit or debit cards. The Debtor has received communication that creditor Fundation has filed a lawsuit against Debtor in West Virginia. The secured creditors that may have liens on the Debtor's cash collateral are: a. Citizens Bank, N.A. UCC filed 9/15/2020. No. 202009157635144. b. U.S. Small Business Administration. UCC filed 11/4/2020. No. 202011047915758. All assets. c. First National Bank of Dryden. UCC filed 3/18/2021. No.202103188123499. d. FFE Services LLC, as Representative. UCC filed 7/9/2021. No. 202107098307183. All assets. e. Westlake Flooring Company, LLC. UCC filed 7/16/2021. No. 202107166132832. All assets. f. ACV Capital, UCC filed 1/12/2022. No. 202201125057770. All assets. g. NextGear Capital, Inc. UCC filed 5/16/2022. No. 202205165830803. h. CT Corporation System, as Representative. UCC filed 5/23/2022. No. 202205235872060. i. Copperwood Capital, LLC. UCC filed 6/9/2022. No. 202206095972886. j. Corporation Service Company, as Representative. UCC filed 7/22/2022. No. 202207226211277. k. Smarter Merchant (UCC filed by DMKA) filed 9/8/2022. No. 20229086430390. l. CHTD Company. UCC filed 10/5/2022. No. 202210056562776. The Debtor does not know what entities are represented by FFE Services LLC, CT Corporation System and Corporation Service Company, holder of UCCs in the fourth, eighth, and tenth position. The Debtor pays payroll every Friday to the approximately eight employees. Each payroll is for the week ending the previous Sunday. The Debtor's payroll due to be paid December 16, 2022, covers the week ending Sunday, December 11, which is all pre-petition. The Debtor requests permission to pay for this pre-petition period. A copy of the motion is available at https://bit.ly/3jaLMic from PacerMonitor.com. A copy of the order is available at https://bit.ly/3W1QYTW from PacerMonitor.com. About Jax Service Center, LLC Jax Service Center, LLC operates an automobile service center, dealership and transport company. Jax Service was formed as an LLC on February 25, 2014. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 22-30821) on December 13, 2022. In the petition signed by Sean Smith, owner, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Wendy A. Kinsella oversees the case. Peter A. Orville, Esq., at Orville & McDonald Law, P.C., is the Debtor's legal counsel. JOHN'S FAMILY: Claims Will be Paid from Property Sale/Refinance --------------------------------------------------------------- John's Family, Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a Disclosure Statement describing its Original Chapter 11 Plan of Liquidation dated December 12, 2022. The Debtor is a corporation formed under the laws of the State of New Jersey. Its sole assets are its ownership interest in the properties. Pursuant to a pre-petition appraisal for the Properties, they have a collective value of approximately $8,670,000. In addition, the Debtor obtained an appraisal from StarMark Appraisals on or about October 3, 2019 for $$8.5 million. Moreover, an appraisal was performed based on a development of the Properties. That appraisal was $39 million. 100 Mile Northeast, LLC has a first mortgage against the Property in the amount of approximately $5,600,000. Outstanding real estate taxes owing to the City of Newark are approximately $160,000. Thus, the collective debt is approximately $5,760,000 and the Properties have a collective value of approximately $8,600,000. As such, there is nearly 1 million of equity in the Properties. The appraisal is available upon request. The sheriff sale for the Properties was originally scheduled for November 30, 2021, however, was eventually scheduled for September 13, 2022. In order to prevent the sheriff sale of the Properties and preserve at least $1 million in equity, the Debtor filed Chapter 11 bankruptcy. To remedy the problems that led to the bankruptcy filing, the Debtor shall sell, pursuant to the Plan, the Properties and satisfy secured and administrative creditors in full and produce additional monies in equity, for the benefit of all stakeholders. In addition, any priority or unsecured creditors shall be paid in full. Class 1 consists of the claim of 100 Mile. Class 1 Claims shall be paid in full upon the sale of the Properties on the Effective Date. Class 2 consists of the claim of Newark Tax Collector. Class 2 Claim shall be paid in full upon the sale of the Properties on the Effective Date. Class 3 consists of General unsecured claims. Total amount of claims are estimated at approximately $5,000, not including Claimants filing duplicative Claims 4 – 8, which have asserted a secured claim in the amount of $550,881, based upon an alleged equitable lien, which are disputed. Said Claims are included in Class 4. Allowed Class 3 Claims shall be paid in full upon the sale of the Properties on the Effective Date. Class 4 consists of the Alleged Equitable Lien Claims of Alexander C. Best, Gustavo Albuquerque, University Newark QOZB, LLC, Heciara Cerreto and Ibrian Deabreu ("State Court Parties") in the amount of $550,881, which is disputed. Allowed Class 4 Claims shall be paid in full upon the sale of the Properties on the Effective Date if such claims are allowed, in whole or part. The Plan will be funded by the sale and/or refinance of the Properties on or before February 28,2023.3 There shall be no prepayment penalty for any priority, administrative or Class of claims. The Debtor is close to finalizing a sale to 130 Market Street Holdings, Inc., Eliseu Nasciment, Nayara DeMoura and Coral Development Group, LLC (collectively, the "Buyers"). The Buyers are obtaining a mortgage from BCB Bank. The Buyers must acquire the Properties since they identified such Properties for a 1031 exchange. The Buyers continue their due diligence, however, due to the Rent Receivers failure to provide information the Buyers, the Debtor must now subpoena information so it can provide fianancial data to the Buyers to assist them in finalizing the financing. At a minimum, it is anticipated the Buyers will move forward with the sale and payoff 100 Mile. A full-text copy of the Disclosure Statement dated December 12, 2022, is available at https://bit.ly/3W5OFze from PacerMonitor.com at no charge. Counsel to the Debtor: McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, New Jersey 07068 (973) 622-1800 Anthony Sodono, III, Esq. Sari B. Placona, Esq. About John's Family Inc. John's Family Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 22-17234) on September 13, 2022. In the petition signed by Kun Kwak, its shareholder, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Stacey L. Meisel oversees the case. Anthony Sodono, III, Esq., at McManimon, Scotland & Baumann, LLC, is the Debtor's counsel. KANE CORPORATION: Unsecureds to Get 15.75% in Owner's Plan ---------------------------------------------------------- A Combined Chapter 11 Plan of Reorganization and Disclosure Statement for debtor Kane Corporation has been proposed by Peter Kane, a creditor and the sole equity security holder of the debtor, Kane Corporation. General unsecured claims -- Class A -- will be paid 15.75% of allowed claims, plus a pro rata share of any litigation net proceeds. The equity interests -- Class B -- equity interests will be retained but there will be no distributions unless and until all other payment obligations under the Plan have been met. There are no secured claims. Priority and administrative claims will be paid in full to the extent allowed. Under the Plan, Class A General Unsecured Claims will be paid as follows: Each holder of such a claim, to the extent allowed by a Final Order, will be paid 15.75% of the allowed amount of such claim, plus a pro-rata share of net proceeds of the prosecution of claims against the Debtor's former counsel, Pahl & McCay, APC, as set forth in Part 7 herein, subject to the following: 1. Claim No. 1 filed by Pahl & McCay, APC in the amount of $29,771 is disputed and shall not be paid until, unless and to the extent, if any, allowed by a Final Order. The Debtor shall prosecute an objection to such claim. 2. Claim No. 3 filed by Cross River Bank in the amount of $24,630 is disputed and shall not be paid until, unless and to the extent, if any, allowed by a Final Order. The Debtor shall prosecute an objection to such claim. 3. Claim No. 4 filed by Peter Kane in the amount of $3,185,706 shall be allowed and paid in full (i.e., 100% of the claim rather than 15.75%), provided, however, that no payment on account of such claim shall be made by the Debtor until and unless all other payments required of the Debtor (as distinguished from payments required of the Special Representative) under this Plan have been made or have been accounted for with appropriate reserves under the provisions of Part 8(c) of this Plan. 4. Claims Nos. 7, 8 and 9 filed by the Pension Benefit Guaranty Corporation, each in the amount of $0.00, shall be deemed withdrawn as of the Effective Date, in light of the continuation and maintenance of the pension plans administered by the Debtor, subject to the provisions of Part 9 herein. 5. Claim No. 10 filed by Cornish & Carey Commercial, dba Newmark Knight Frank ("Newmark"), shall be allowed in the amount of $1,240,000.00, as asserted in Newmark's proof of claim. Such claim shall be paid (a) $195,000.00 in cash on the Effective Date; and (b) a pro-rata share of net proceeds, if any, in any lawsuit brought against the Debtor's former counsel, Pahl & McCay, APC, by Newmark acting as the Special Representative, as set forth in Part 7 herein. 6. The scheduled claim of Sunbow Properties, LLC, in the amount of $105,000.00, shall be allowed and paid in full (i.e., 100% of the claim rather than 15.75%), provided, however, that no payment on account of such claim shall be made by the Debtor until and unless all other payments required of the Debtor (as distinguished from payments required of the Special Representative) under this Plan have been made or have been accounted for with appropriate reserves under the provisions of Part 8(c) of this Plan. 7. The scheduled claim of Barbaccia Properties Holdings, LLC ("Barbaccia") shall be deemed disallowed as of the Effective Date, provided, however: (a) As soon as practicable after the Effective Date, Mr. Kane shall provide to Barbaccia, through counsel, notice (the "Barbaccia Notice") of the provisions of this subpart 7, by electronic mail. (b) If within 14 days following receipt of the Barbaccia Notice, Barbaccia files with the Court, and serves upon Mr. Kane, a claim against the estate herein and a written assertion of the amount that must be reserved therefor as a disputed claim (collectively, the "Barbaccia Assertion"), then, the Debtor shall either (a) file an objection to such claim on any grounds (including that it was filed after the claims bar date in the Chapter 11 Case) and/or challenge the amount of the required reserve asserted by Barbaccia; or (b) treat the filed claim as allowed and make a distribution thereupon in accordance therewith. (c) If Barbaccia does not timely file and serve the Barbaccia Assertion, then Barbaccia shall be deemed to have no claim against the estate herein and shall receive no distribution under the Plan. (d) The Bankruptcy Court shall retain jurisdiction to resolve any dispute under this subpart 7 by motion practice. Creditors in this class may not take any collection action against the Debtor so long as the Debtor is not in material default under the Plan. This class is impaired and is entitled to vote on confirmation of the Plan. Payments to creditors will come from two sources: (a) cash equal to 15.75% of allowed amounts of the claims (the "Cash Component"), and (b) net proceeds of any claims pursued by the Special Representative against P&M (the "Litigation Component"). The Cash Component will be derived from cash on hand (approximately $31,000) as of the Effective Date and an advance to be made by Mr. Kane to the Debtor in the amount of $280,000 on the Effective Date. Mr. Kane will make additional advances to the Debtor if and to the extent needed in order to fulfill the Debtor's obligations under the Plan. The Cash Component will be paid to creditors holding undisputed claims on the Effective Date, and to other creditors when and to the extent that their claims are allowed by Final Orders. Newmark's claim in the amount of $1,240,000 will be allowed in full, and Newmark will receive a distribution of the Cash Component in the amount of $195,000 (slightly less than 15.75%) on the Effective Date. The Litigation Component will be derived from net proceeds (after reasonable litigation costs are deducted) distributed on a pro-rata basis on account of allowed claims by the Special Representative upon the conclusion of prosecution of the P&M Claims, if pursued. Attorneys for the Debtor: Merle C. Meyers, Esq. MEYERS LAW GROUP, P.C. 100 Shoreline Highway, Suite B160 Mill Valley, CA 94941 E-mail: mmeyers@meyerslawgroup.com A copy of the Disclosure Statement dated Dec. 7, 2022, is available at https://bit.ly/3PkwIKU from PacerMonitor.com. About Kane Corporation Kane Corporation, the Debtor, is a California corporation in the business of real estate consulting and management, and has operated since 1984 (other than during the preceding chapter 7 case. Peter Kane is its President, C.E.O. and sole shareholder, and the company employs Mr. Kane's son and daughter, Jason Kane and Christina Kane. The Debtor's revenues have varied over the years. In years 2019, 2020 and 2021 (partial), the company's revenues have been reported as $53,956, $82,098 and $35,924, respectively. The debtor is represented by MEYERS LAW GROUP, P.C. KUBERLAXMI LLC: Seeks Approval to Hire Weycer as Bankruptcy Counsel ------------------------------------------------------------------- Kuberlaxmi LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Weycer, Kaplan, Pulaski & Zuber, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor of its rights, powers, duties, and obligations in this Chapter 11 case; (b) taking all necessary actions to protect and preserve the estates of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections with respect to claims that are filed against the estate; (c) to the extent necessary, assisting in the investigation of the acts, conduct, assets, and liabilities of the Debtor, and any other matters relevant to the case; (d) investigating and potentially prosecuting preference, fraudulent transfer, and other causes of action arising under the Debtor's avoidance powers or which are property of the estate; (e) preparing legal papers; (f) negotiating, drafting and presenting a plan for the reorganization of the Debtor's financial affairs; and (g) other necessary legal services. The hourly rates charged by the firm's attorneys and paralegals are as follows: Jeff Carruth, Shareholder $525 per hour Other Shareholders $525 per hour or less Associates $300 per hour or less Paralegals $150 per hour In addition, the firm will seek reimbursement for work-related expenses. Jeff Carruth, Esq., at Weycer, 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 at: Jeff Carruth, Esq. Weycer, Kaplan, Pulaski, & Zuber, P.C. 3030 Matlock Rd., Suite 201 Arlington, Texas 76015 Phone: (713) 341-1058 Facsimile: (866) 666-5322 Email: jcarruth@wkpz.com About Kuberlaxmi LLC Kuberlaxmi, LLC owns and operates a 60-room hotel located at 1101 Country Club Dr., in Kirksville, Mo., and is engaged in the business of hospitality and related services. Kuberlaxmi sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 22-51323) on Nov. 26, 2022. In the petition signed by its manager, Jatin Bhakta, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Michael M. Parker oversees the case. Jeff Carruth, Esq., at Weycer, Kaplan, Pulaski and Zuber, P.C., is the Debtor's counsel. LAVISH REMODELS: Case Summary & Nine Unsecured Creditors -------------------------------------------------------- Debtor: Lavish Remodels, LLC 3537 S Puckett Road Buford, GA 30519 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 16, 2022 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 22-60251 Judge: Hon. Jeffery W. Cavender Debtor's Counsel: Will Geer, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC 2987 Clairmont Road Suite 350 Atlanta, GA 30329 Tel: 678-587-8740 Email: wgeer@rlkglaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jacinto Huerta as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TWL22AI/Lavish_Remodels_LLC__ganbke-22-60251__0001.0.pdf?mcid=tGE4TAMA LIBERTY INTERACTIVE: Moody's Cuts CFR to B1, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Liberty Interactive LLC's corporate family rating to B1 from Ba3, its probability of default rating to B1-PD from Ba3-PD, and its senior unsecured rating to B3 from B2. Moody's also downgraded QVC, Inc.'s debt ratings to Ba3 from Ba2. The SGL rating was downgraded to SGL-2 from SGL-1. The outlook is negative. The downgrades reflect the significant deterioration in its QXH (QVC and HSN) business and credit metrics as the company contends with customer counts that have declined to below 2019 levels, higher inflation and freight costs as well as the significant supply chain disruption posed by the destruction of its second largest distribution facility in December 2021. Governance considerations are considered in the downgrades including its recent management track record of operational challenges which has led to the need to enact a business turnaround and its increased reliance on external funding. As a result, Moody's expects Liberty's debt/EBITDA to reach 5.7x and EBIT/interest to fall to 1.4x for the year ending December 31, 2022. The downgrade from SGL-1 to SGL-2 reflects Moody's expectation that internally generated cash flow will remain below historical levels even as the business stabilizes over the next 12 months. The company has significant external funding sources with a $3.25 billion revolving credit facility of which $2.7 billion was available at September 30, 2022. The company has also entered into an additional sale lease back and may also receive additional insurance proceeds related to business interruption which would be available to repay its $544 million of upcoming maturities in 2023. The negative outlook reflects that despite Moody's expectation that profitability will improve in 2023 and free cash flow generation will resume, significant risks remain to stabilizing its operations as it works to improve its cost structure in the face of a weakening economic environment. Although QxH has historically had success keeping customer loyalty in its core demographic, creating and retaining new customers may require more investment. Liberty's CIS score was lowered to CIS-4 from CIS-3 as a result of its governance score being lowered to G-4 from G-3. The change in its governance score to G-4 from G-3 is related to both its financial strategy and risk management as well as its management credibility and track record. Liberty Interactive is part of a more complex legal organization structure with a moderate ownership concentration. Downgrades: Issuer: Liberty Interactive LLC Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to B3 (LGD6) from B2 (LGD6) Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD6) from B2 (LGD6) Outlook Actions: Issuer: Liberty Interactive LLC Outlook, Changed To Negative From Stable Issuer: QVC, Inc. Senior Secured Regular Bond/Debenture, Downgraded to Ba3 (LGD3) from Ba2 (LGD3) Issuer: QVC, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Liberty's B1 corporate family rating reflects its significant position within online shopping which has historically led to solid operating margins and cash flow generation from its portfolio of operating assets. Nonetheless, the company's operational performance has suffered in 2022 as it has contended with higher costs, lower customer counts and supply chain disruption from the fire and the decommissioning of its second largest distribution facility located in Rocky Mount, North Carolina. These pressures mounted as consumer demand, particularly in key areas such as electronics and home, has normalized from elevated levels during the pandemic and the consumer environment has become more challenging. As a result, leverage is expected to be high with debt/EBITDA forecasted at 5.7x and EBIT/interest is expected to be weak at 1.4x at end of fiscal 2022. Although order to delivery times have returned to pre-fire levels, the company must improve its operational efficiencies as it works to rebuild its customer base. Its QXH (QVC and HSN) business which focuses on differentiating its offering through its ability to entertain, inform, and provide exclusive product is also contending with secular trends that include a growing number of consumers who are canceling their cable subscriptions, increased price transparency and shorter product life cycles. Liberty is continuing to focus on increasing its streaming of video content to increase its customer reach. Nonetheless, the company has raised significant funds through sale leasebacks, should recover additional insurance proceeds and realize cost improvements next year as it cycles higher freight rates and commodity costs decline. Despite upcoming debt maturities, Moody's views its liquidity as good primarily because of its revolver availability and alternative liquidity including the sale leaseback of its European facilities, which are scheduled to be completed in the first quarter of 2023. Moody's expects the company to remain in compliance with its financial maintenance covenant over the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Liberty consistently improves sales, operating performance, and customer counts. Good liquidity, free cash flow generation and a balanced financial strategy that address upcoming maturities well in advance would also be required. Quantitatively, the company could be upgraded if debt/EBITDA was sustained below 4.75x and EBIT/Interest was sustained above 2.25x. The ratings could be downgraded if operational performance does not improve including a stabilization of customer counts, liquidity weakens or if its financial strategy meaningfully changes. Quantitatively, ratings would be downgraded if debt/EBITDA is sustained above 5.75x or EBIT/Interest is sustained below 1.75x. Liberty Interactive LLC, a wholly owned subsidiary of its parent Qurate Retail, Inc., formerly named Liberty Interactive Corporation, is headquartered in Englewood, Colorado. Qurate operates QxH, and holds equity interests in other smaller assets. QVC, Inc. was founded in 1986 and has operations in the U.S., United Kingdom, Germany, Japan, Italy, and China. The principal methodology used in these ratings was Retail published in November 2021. LIGADO NETWORKS: $117M Bank Debt Trades at 61% Discount ------------------------------------------------------- Participations in a syndicated loan under which Ligado Networks LLC is a borrower were trading in the secondary market around 38.6 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $117.6 million facility is a Term loan. It is scheduled to mature on May 27, 2023. The amount is fully drawn and outstanding. Ligado Networks LLC operates as a special purpose entity. The Company provides mobile satellite coverage, as well as develops innovative solutions that will accelerate 5G and IoT network deployments. LIZARD IN LOS ANGELES: Court OKs Deal on Cash Collateral Access --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Lizard in Los Angeles, LLC to use cash collateral in accordance with its agreement with with Westridge Lending Reit, LLC. As previously reported by the Troubled Company Reporter, the Debtor's primary asset is a parcel of real property located at 633 South Spring Street, Los Angeles, CA 90014. The Debtor believes the current fair market value of the Property is approximately $15.1 million. The Debtor purchased the Property and spent millions of dollars to entitle it to build a 170-unit hotel. Thereafter, the Debtor sought to secure "take out" financing and/or a development partner to fulfill its goal of (1) developing a hotel on the Property, and/or (2) placing the Property on the market for sale. In the meantime, the Debtor leased the Property to a third party in order for the third party to operate a parking lot thereon. To date, the third party continues to lease the Property from the Debtor at a rate of $12,000 per month. The Rent is the Debtor's sole source of income. On August 9, 2018, the Debtor entered into a loan agreement with Westridge in connection with a $5.5 million loan. Among other things, the Westridge Loan is evidenced by the Promissory Note also dated August 9, 2018. The Debtor's obligations under the Westridge Loan, the Westridge Note, and related documents are secured by, among other things, the Property. Westridge asserts that, as of the Petition Date, the Debtor owes it $7.13 million, including principal and interest, with interest, fees and other charges continuing to accrue according to the terms of the Westridge Loan Documents. In addition to Westridge, John Labib Structures asserts a $10,000 secured claim against the Debtor based on a recorded mechanic's lien. The Labib Claim arises from certain pre-petition engineering services Labib provided to the Debtor. The mechanic's lien provides for a security interest in the Property but not in the Rent. Since the Petition Date, the Debtor and Westridge have been engaged in extensive negotiations over the terms of a comprehensive cash collateral stipulation. The Stipulation authorizes the Debtor's use of cash collateral in accordance with the budget, with a 15% variance, through January 11, 2023. The Debtor's authority to use cash collateral will terminate upon the expiration of the 90-day period from the date of the Stipulation (October 13, 2022). As adequate protection, Westridge is granted a valid, binding, enforceable and perfected first priority replacement lien in all property of Debtor's estate of any nature or type. A copy of the order is available at https://bit.ly/3UV2rmY from PacerMonitor.com. About Lizard In Los Angeles New York-based Lizard In Los Angeles, LLC is a boutique lifestyle hotel with a focus on design and culture, oriented towards high-end domestic and international business travelers. Lizard In Los Angeles sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-14049) on July 26, 2022. In the petition filed by Jack Deng, authorized representative, the Debtor estimated assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Sandra R. Klein oversees the case. Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtor's counsel. LOYALTY VENTURES: $500M Bank Debt Trades at 59% Discount -------------------------------------------------------- Participations in a syndicated loan under which Loyalty Ventures Inc is a borrower were trading in the secondary market around 41.3 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $500 million facility is a Term loan. It is scheduled to mature on November 3, 2027. About $471.9 million of the loan is withdrawn and outstanding. Loyalty Ventures Inc. provides tech-enabled, data-driven consumer loyalty solutions. LUCKY BUCKS: $555M Bank Debt Trades at 42% Discount --------------------------------------------------- Participations in a syndicated loan under which Lucky Bucks LLC is a borrower were trading in the secondary market around 58.0 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $555 million facility is a Term loan. It is scheduled to mature on July 30, 2027. About $527.3 million of the loan is withdrawn and outstanding. Lucky Bucks, LLC provides coin-operated amusement machines. MANCUSO MOTORSPORTS: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Mancuso Motorsports, Inc. 3124 W. Lake Ave. Glenview, IL 60026 Business Description: The Debtor is a privately held company that provides automotive repair and maintenance services. Chapter 11 Petition Date: December 16, 2022 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 22-14513 Judge: Hon. Donald R. Cassling Debtor's Counsel: Scott R. Clar, Esq. CRANE, SIMON, CLAR & GOODMAN Suite 3950 135 South LaSalle Street Chicago, IL 60603-4297 Tel: 312-641-6777 Fax: 312-641-7114 Email: sclar@cranesimon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jackie Cahan as CFO and COO. 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/XZIF4XI/Mancuso_Motorsports_Inc__ilnbke-22-14513__0001.0.pdf?mcid=tGE4TAMA MEDLEY HEALTH: Dec. 19 Deadline Set for Panel Questionnaires ------------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Medley Health Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3Wuv5ML and return by email it to Linda Casey -- Linda.Casey@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Dec. 19, 2022. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Medly Health Inc. Medly Health Inc. and affiliates operate four full service digital pharmacies, 21 brick-and-mortar, full-service specialty pharmacies serving 20 markets across nine states and one health and wellness store in Seattle, Washington. Medly Health also operates an e-commerce business through the "Pharmaca.com" website. It offers orchestrated consumer services such as delivery, prior authorization coordination, copay management, refill management and much more. Its strategic pillars include prescription medications, health and wellness and order fulfilment, including, where available, same day delivery. Medly Health and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11257) on December 9, 2022. In the petition signed by Richard S. Willis, chief executive officer and chief financial officer, Medly Health disclosed up to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, is the Debtor's counsel. MIDNIGHT INTEGRATED: Starts CCAA Proceedings -------------------------------------------- Midnight Integrated Financial Inc., Tower Adventures Ltd., Booker Adventure Corp. and Comstock Adventure Corp. were granted an order ("Initial Order") by the Alberta Court of King's Bench and obtained creditor protection under the Companies' Creditors Arrangement ("CCAA"). The Initial Order granted the Companies various relief, including but not limited to, imposing a stay of proceedings against the Companies and their assets, appointing Ernst and Young Inc. as Monitor ("Monitor"), and providing the Companies an opportunity to prepare and file a plan of arrangement or compromise under the CCAA for consideration by its creditors and other stakeholders. Under the Initial Order, the Companies are to continue to carry on business in a manner consistent with the commercially reasonable preservation of its respective business and assets. The Companies said they require a stay of proceedings to permit them to continue their efforts to restructure their business and financial affairs for the benefit of all its stakeholders. More specifically, they required a stay of proceedings to preserve their present asset base, conclude objection proceedings to proposed assessments, assessments, and reassessments ("Assessments") issued by Canada Revenue Agency ("CRA") to the Companies and if necessary, pursue appeals from the Assessments to the Tax Court of Canada. The amount of the Assessments is $68,776,398 inclusive of income tax, penalties, and interest. The Companies' total asset base consists primarily of investments in affiliated entities. Tower, Booker and Comstock have insufficient assets to cover the liabilities imposed by the Assessments raised against them and the Companies generally are unable to pay the liabilities imposed by the assessments as they become due. The Companies added they have total debts more than $5 million, are insolvent and qualify to access remedies available to them under the CCAA. The Companies stated that the relief sought is necessary to preserve the status quo for the Companies and their business, will afford them the opportunity to address the Assessment through the appropriate procedures and preserve value for the stakeholders including CRA. A copy of the Initial Order granted can be found on the Monitor's website at https://documentcentre.ey.com/#/home. Further materials, orders of the Court, creditor listings, Monitor's reports and other information relating to the the Company’s CCAA proceedings will be posted to the Monitor’s website as well. If you are unable to obtain a copy of the Initial Order or other documents filed on the Monitor’s website as they become available, please contact trina.m.sorbara@parthenon.ey.com and a copy of the requested documents will be provided to you. Midnight Integrated retained as counsel: Duncan Craig LLP Attn: Darren R. Bieganek, KC Ryan Quinlan 2800, 10060 Jasper Avenue Edmonton, AB T5J 3V9 Email: dbieganek@dcllp.com rquinlan@dcllp.com Monitor can be reached at: Ernst & Young Inc. Attn: Matt McCulloch 10423 - 101 Street Suite 1400, PO Box 44 Edmonton, AB T5H 0E7 Email: Matt.mcculloch@parthenon.ey.com DLA Piper (Canada) LLP Attn: Jerritt Pawlyk Kevin Hoy 2700, 10220 - 103 Avenue Edmonton, AB T5J 0K4 Email: Jerritt.pawlyk@ca.dlapiper.com Kevin.hoy@dlapiper.com Midnight Integrated Financial Inc. -- https://midnightfinancial.com -- offers investment programs, innovative securities and derivative offerings that are used by legal, accounting, and financial advisors and market dealers to create solutions and strategies for clients of all sizes, in all sectors and in all stages of development. MISTER CAR: Moody's Affirms 'B2' CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Investors Service affirmed Mister Car Wash Holdings, Inc.'s corporate family rating at B2, its probability of default rating at B2-PD and its backed senior secured bank credit facility at B2. The SGL-2 speculative grade liquidity rating remains unchanged. The outlook has been changed to stable from positive. The affirmation of the B2 CFR and change in outlook to stable reflect Moody's view that lease-adjusted debt/EBITDA will be sustained above 5x over the next 12-18 months, driven primarily by continued sale lease backs of the company's greenfield locations as well as the inflationary cost environment which is constraining earnings growth. As such, Mister Car Wash's leverage over the next 12-18 months is not expected to meet Moody's upgrade trigger of debt/EBITDA sustained below 5x. Moody's took the following ration actions for Mister Car Wash Holdings, Inc.: Affirmations: Issuer: Mister Car Wash Holdings, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Backed Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Mister Car Wash Holdings, Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE Mister Car Wash's B2 CFR reflects Moody's expectation that the inflationary environment, particularly costs for labor and chemicals, as well higher corporate costs, will continue to pressure margins and earnings in spite of price increases. At the same time, Moody's expects that Mister Car Wash will continue to grow through greenfield development, partially funded by sale lease backs. This will increase lease-adjusted debt going forward. As such, Moody's expects lease-adjusted debt/EBITDA to remain above 5x over the next 12-18 months. Leverage as of LTM Q3 2022 was 5.0x. Mister Car Wash's B2 CFR continues to reflect its leading market position in the fragmented car wash segment as well as the significant portion of revenue generated from its unlimited wash subscription business which enhances revenue stability. The rating is also supported by Mister Car Wash's good liquidity and solid operating performance in spite of the tough operating environment for retailers. The B2 CFR continues to reflect the risk inherent in the company still being sponsor-controlled, which can result in financial strategy decisions that favor shareholders over creditors. The SGL Rating to SGL-2 (good) continues to reflect the company's high reliance on sale lease backs, in addition to its internal cash generation, to cover its capital expenditures. The company's growth CAPEX program targets greenfield store base growth of about 10% per year. The SGL-2 considers the potential for a lag between cash inflows from sale lease backs and growth CAPEX, which can make the company more reliant on its $150 million revolving credit facility. Mister Car Wash faces no near-term maturities with the $150 million revolver expiring in June 2026 (springing November 2025) and the first lien term loan maturing in May 2026. The stable outlook reflects Moody's expectation for moderate growth in the business, including low single digit comparable store sales underpinned by healthy demand for the company's unlimited wash subscription service. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt/EBITDA is sustained below 5x and EBIT/interest is sustained above 2.25x while maintaining at least good liquidity and a financial policy that balances shareholder and creditor interests. Ratings could be downgraded if for any reason debt/EBITDA approached 6.5x or EBIT/interest fell below 1.5x or if liquidity were to weaken. Headquartered in Tucson, Arizona, Mister Car Wash Holdings, Inc. is the largest operator of car washes in North America, operating 420 car wash locations and generating LTM revenues of over $850 million as of Q3 2022. Following the company's June 2021 IPO, its sponsor, Leonard Green & Partners, L.P. remains the majority owner. The principal methodology used in these ratings was Retail published in November 2021. MLN US HOLDCO: $576M Bank Debt Trades at 18% Discount ----------------------------------------------------- Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 82.0 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $576.0 million facility is a Term loan. It is scheduled to mature on October 18, 2027. The amount is fully drawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The company's customer focus is on small and medium sized businesses. Mitel is majority-owned by Searchlight Capital Partners, a private equity firm. NAKED JUICE: $450M Bank Debt Trades at 19% Discount --------------------------------------------------- Participations in a syndicated loan under which Naked Juice LLC is a borrower were trading in the secondary market around 81.0 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $450.0 million facility is a Term loan. It is scheduled to mature on January 24, 2030. The amount is fully drawn and outstanding. Naked Juice LLC is the entity resulting from a spin-off from PepsiCo, with PAI Partners owning 61% and Pepsi retaining a 39% stake. Naked Juice, LLC owns the Tropicana, Naked Juice, KeVita and other select juice brands. NEP GROUP: $240M Bank Debt Trades at 25% Discount ------------------------------------------------- Participations in a syndicated loan under which NEP Group Inc is a borrower were trading in the secondary market around 75.5 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $240.0 million facility is a Term loan. It is scheduled to mature on October 19, 2026. The amount is fully drawn and outstanding. NEP Group Inc is a United States-based company. The Company provides broadcasting services. The Company is a supplier to broad spectrum of content across both sports and entertainment. The Company offers outside broadcast, studio production, audio, lighting and media management services. NORTH FORK: Unsecured Creditors to Get $25K ------------------------------------------- North Fork Community Power, LLC, submitted a Disclosure Statement and Plan of Reorganization dated Dec. 7, 2022. The Plan seeks to consummate a financial restructuring of claims against and equity interests of the Debtor, including providing significant additional financial investments into the Debtor through exit debt financing in an amount sufficient to satisfy the DIP Claim and complete and maintain future operational stability of the "North Fork Plant Project", the Debtor's partially constructed "biomass" alternative energy production Project in the Sierra foothills above Madera, California. This Chapter 11 financial restructuring will be implemented and consummated through, among other things, issuance of the Exit Financing to the Debtor upon the Effective Date of the Plan, reinstatement of the existing Bond Documents, subject only to the priorities set forth in the Exit Financing, cancellation of the Debtor's existing equity interests, and an exchange of the Debtor's unsecured obligations for 100% of newly issued equity interests of the Reorganized Debtor. Under the Plan, holders of Class 6 General Unsecured Claims will receive its Pro Rata share of a payment to be made by the Reorganized Debtor on the Effective Date in the amount of $25,000; provided, however, that no holder of an Allowed General Unsecured Claim shall receive a distribution in excess of the Allowed amount of their Claim. The Debtor believes that there will be no unpaid Allowed General Unsecured Claims as of the Effective Date. A provision has been made for these liabilities for precautionary purposes only. Class 6 is impaired. Subject to timing of confirmation of the Plan and Debtor's financing needs, the Reorganized Debtor shall be authorized to enter into a senior secured credit facility in an aggregate principal amount of up to $10,500,000 (the "Exit Financing"). The proceeds of the Exit Financing shall be used for (a) repayment of the allowed DIP Loan Claims, (b) capital improvements and other development costs of the Project, (c) fees, costs and expenses of the Trustee and Majority Bondholder's professionals that have not been paid in full in accordance with the DIP Loans during the Chapter 11 Case, (d) capitalized interest, and (e) to fund the Reorganized Debtor's working capital and general corporate needs. Although long term success is never certain, the Debtor believes it has formulated a viable exit strategy to complete the North Fork Plant Project and sustainably operate it in a manner to satisfy all creditor claims as adjusted in this Plan. The first step is to complete construction. To enable this, the Majority Bondholder has agreed to allow a premature release of approximately $1,150,000 in reserved loan funds and to lend up to another $10,500,000 in "new" money to fund the Chapter 11 Case and enable the Debtor to substantially complete construction of the project by the summer of 2023, pursuant to the Majority Bondholder Exit Financing Proposal. The second step is to fund start up and create a history of positive cash flow. The Debtor believes that the income from the Power Purchase Agreement with PG&E and the sale of biochar and carbon credits will be sufficient to do so. Attorneys for the Debtor: John H. MacConaghy, Esq. JEAN BARNIER, Esq. MACCONAGHY & BARNIER, PLC 645 First St. West Sonoma, CA 95476 Tel: (707) 935-3205 Fax: (707) 935-7051 E-mail: macclaw@macbarlaw.com A copy of the Disclosure Statement and Plan of Reorganization dated Dec. 7, 2022, is available at https://bit.ly/3BlfA1E from PacerMonitor.com. About North Fork Community Power North Fork Community Power, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-41001) on Oct. 11, 2022. In the petition signed by Gregory J. Stangl, authorized agent, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Roger L. Efremsky oversees the case. John H. MacConaghy, Esq., and Jean Barnier, Esq., at MacConaghy & Barnier, PLC, serve as the Debtor's attorneys. Robert Cowan, Esq., at Bocarsly Emden Cowan Esmail & Arndt LLP is the Debtor's special tax counsel. NUZEE INC: Promotes Marie Franklin to SVP of Sales and Marketing ---------------------------------------------------------------- NuZee, Inc. has promoted integral team member Marie Franklin to senior vice president of Sales and Marketing effective Dec. 1, 2022. In her new role, Franklin will be responsible for helping lead sales and marketing strategies within the company, including team management and driving revenue. Previously serving as the vice president of Sales, NuZee carved out an expanded role to fully capitalize on Franklin's expertise in the marketing and sales channels. With a deep background in java, Franklin initially joined NuZee from Umbria Coffee Roasters and has built an impressive career in the coffee industry by empowering her teams to propel company growth through a targeted approach to strategic planning, culture-building, business-to-business business development, and sales processes. In her role as vice president of sales, Franklin has helped roasters innovate, achieve their taste goals, and compete in the single serve arena. "Single serve coffee formats continue to be a popular choice in the coffee category, which we believe opens the door for disruption in the coffee market. Consumers want convenience but are seeking better quality and a more craft experience. I am excited to use my industry expertise to elevate the single serve experience and provide solutions for roasters looking to highlight their coffees in an innovative way," said Marie Franklin, senior vice president of Sales and Marketing for NuZee. "To me, coffee should be an experience. Allowing consumers to craft a cup from their favorite roaster wherever they want to be is a game changer, and it is such an honor to help further consumer accessibility as a part of NuZee." Franklin joined NuZee in 2021 and became a vital part of the NuZee team with her deep experience in importing, roasting, retailing, sales, and marketing. Prior to her role at the company, she was played an important role in leading Portland Roaster to Roast Magazine's Roaster of the Year designation and, a 20-year resident of Portland, she has held marketing and sales positions at some of the most iconic Oregon-based coffee companies, including Sustainable Harvest and Portland Roasting. Franklin has spent her career in the coffee industry guiding innovation, leading global sales with a heavy emphasis on sustainable consumption, and fueling growth for roasters. Franklin uses her dynamic view of the coffee industry to create disruptive ideas in the space and has a passion for sensory and extraction science. "Since her first day as part of the NuZee team, Marie has shown so much skill and demonstrated a keen knowledge for driving sales. Her extensive background in the coffee industry coupled with her incredible work ethic have played a large role in the overall growth of our company in the last few years," said Travis Gorney, chief innovation officer and vice president, Sales at NuZee. "Our team believes that her unique approach to leadership and marketing endeavors will drive us toward many years of success." About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company and a single-serve pour-over coffee pouch producer and co-packer. The Company owns packing equipment developed in Asia for single serve pour over production. It co-packs single-serve pour-over coffee and tea bag style coffees for customers in the U.S. market and also co-packs for the South Korean market. NuZee reported a net loss of $18.55 million for the year ended Sept. 30, 2021, a net loss of $9.52 million for the year ended Sept. 30, 2020, and a net loss of $12.21 million for the year ended Sept. 30, 2019. Nuzee reported a net loss of $2.80 million for the three months ended Dec. 31, 2021. As of June 30, 2022, the Company had $12.39 million in total assets, $2.21 million in total liabilities, and $10.18 million in total stockholders' equity. OBRA CAPITAL: $275M Bank Debt Trades at 19% Discount ---------------------------------------------------- Participations in a syndicated loan under which Obra Capital Inc is a borrower were trading in the secondary market around 81.1 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $275.0 million facility is a Term loan. It is scheduled to mature on October 1, 2026. The amount is fully drawn and outstanding. Obra Capital, Inc. is an investment firm specializing in insurance special situations, structured credit, asset-based finance, and longevity. OCCUPY REAL ESTATE: Wins Cash Collateral Access Thru Jan 2023 ------------------------------------------------------------- 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 January 30, 2023. 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 January 30 at 10:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3iZNi6z 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. 22-02240) 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. OCEAN POWER: Adjourns Annual Meeting of Stockholders Until Jan. 13 ------------------------------------------------------------------ Ocean Power Technologies, Inc. announced that the Company's 2022 Annual Meeting of Stockholders was convened on Dec. 14, 2022 at 9:00 a.m. EST and adjourned, without any business being conducted, due to lack of the required quorum. The Annual Meeting was adjourned to allow additional time for the Company's stockholders to vote on the proposals set forth in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on Oct. 19, 2022. The Annual Meeting will reconvene on Jan. 13, 2023, at 10:00 a.m. EST. During this adjournment period, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in the Proxy Statement. Only shareholders of record, as of the record date, Oct. 18, 2022, are entitled to and are being requested to vote at the Annual Meeting, either in person or by proxy. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked as described in the Proxy Statement, and stockholders who have previously submitted a proxy or otherwise voted need not take any action. The Company encourages all stockholders of record as of the Record Date, whom have not yet voted, to do so by Jan. 12, 2023 at 11:59 p.m. EST. Stockholders who have any questions or require any assistance with completing a proxy or voting instruction form or who do not have the required materials, may contact the Company's proxy solicitor, Morrow Sodali, by calling them at 203-561-6945, or by email OPTT@investor.morrowsodali.com. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. Its PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also provides WAM-V autonomous surface vessels (ASV) and marine robotics services through its wholly owned subsidiary Marine Advanced Robotics and strategic consulting services including simulation engineering, software engineering, concept design and motion analysis through its wholly owned subsidiary 3Dent. Ocean Power reported a net loss of $18.87 million for the 12 months ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. As of July 31, 2022, the Company had $68 million in total assets, $4.68 million in total liabilities, and $63.31 million in total stockholders' equity. OCEAN POWER: Incurs $4.8 Million Net Loss in Second Quarter ----------------------------------------------------------- Ocean Power Technologies, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.84 million on $303,000 of revenues for the three months ended Oct. 31, 2022, compared to a net loss of $5.17 million on $247,000 of revenues for the three months ended Oct. 31, 2021. For the six months ended Oct. 31, 2022, the Company reported a net loss of $10.70 million on $1.02 million of revenues compared to a net loss of $8.25 million on $519,000 of revenues for the six months ended Oct. 31, 2021. As of Oct. 31, 2022, the Company had $64.64 million in total assets, $5.87 million in total liabilities, and $58.76 million in total shareholders' equity. "We continue to believe we will meet our estimate for $9.0 million in orders for the fiscal year, which is a testament to our entire organization. We are nearly six times where we were with orders as compared to last year and our pipeline of feasibility studies, demonstrations, and commercial orders continues to grow. Most recently, we have been conducting a demonstration in Bahrain for the U.S. Navy. We are showing how effective we are when our autonomous vehicles are used in combination with a PowerBuoy and our proprietary MDA software. We look forward to sharing with you the results of continued execution on our strategy in the second half of fiscal 2023." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1378140/000149315222035439/form10-q.htm About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. Its PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also provides WAM-V autonomous surface vessels (ASV) and marine robotics services through its wholly owned subsidiary Marine Advanced Robotics and strategic consulting services including simulation engineering, software engineering, concept design and motion analysis through its wholly owned subsidiary 3Dent. Ocean Power reported a net loss of $18.87 million for the 12 months ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. As of July 31, 2022, the Company had $68 million in total assets, $4.68 million in total liabilities, and $63.31 million in total stockholders' equity. ONE CALL: $700M Bank Debt Trades at 18% Discount ------------------------------------------------ Participations in a syndicated loan under which One Call Corp is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $700 million Term loan is scheduled to mature on April 22, 2027. The amount is fully drawn and outstanding. One Call is a provider of healthcare solutions for the workers compensation industry. ORBIT ENERGY: Court OKs Cash Collateral Access Jan 2023 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Orbit Energy & Power, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through January 14, 2022. The Debtor represents that as of the Petition Date, the claims and liens of Republic Bank were (a) valid, binding, enforceable, non-avoidable, and properly perfected and were granted to, or for the benefit of, Republic Bank for fair consideration and reasonably equivalent value; (b) senior in priority over any and all other liens on its prepetition collateral; (c) enforceable in accordance with the terms of the prepetition loan documents; and (d) constitute allowed, secured claims within the meaning of sections 502 and 506 of the Bankruptcy Code. As adequate protection, the Debtor will make $5,000 in monthly payments. As further adequate protection, Republic Bank is granted a replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the cash collateral is used by the Debtor, to the extent and validity and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that Republic Bank may have held in the Debtor's pre-petition collateral. To the extent the adequate protection provided for proves insufficient to protect the interest of Republic Bank in and to the cash collateral, Republic Bank will have a super-priority 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, whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. section 1930(a)(6). The replacement liens and security interests granted are automatically deemed perfected upon entry of the Order without the necessity of Republic Bank taking possession, filing financing statements, mortgages or other documents only to the same extent priority and validity as existed pre-petition. A further interim hearing on the matter is set for January 12 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3ByqvFk from PacerMonitor.com. The budget provides for total cash disbursements, on a weekly basis, as follows: $732,905 for the week ending December 9, 2022; $1,530,000 for the week ending December 16, 2022; $972,250 for the week ending December 23, 2022; and $1,628,000 for the week ending December 30, 2022. About Orbit Energy & Power, LLC Orbit Energy & Power, LLC is a renewable energy company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-19628) on December 6, 2022. In the petition signed by Sean Angelini, managing member, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Andrew B. Altenburg, Jr., oversees the case. Abert A. Ciardi III, Esq., at Ciardi Ciardi & Astin, represents the Debtor as counsel. ORBIT ENERGY: Dec. 19 Deadline Set for Panel Questionnaires ----------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Orbit Energy & Power LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3WcqKym and return by email it to Tina Oppelt -- Tina.L.Oppelt@usdoj.gov, and Neidy Fuentes -- Neidy.Fuentes@usdoj.gov , at the Office of the United States Trustee so that it is received no later than 1:00 p.m., on Dec. 19, 2022. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Orbit Energy & Power Orbit Energy & Power LLC is a solar energy contractor in Mantua, New Jersey. Orbit Energy & Power LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 22-19628) on Dec. 6, 2022. In the petition filed by Sean Angelini, as managing member, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin, represents the Debtor as counsel. PAMISH HOLDINGS: Creditor Sets January 2023 Property Auction ------------------------------------------------------------ Under the terms of certain security agreements executed by Cruger Associates LLC and Pamish Holdings LLC ("Debtor") to AM Feurman LLC ("secured party") in accordance with its rights under the provisions of the Uniform Commercial Code and its rights as a holder of the security, AM Feurman, by Mannion Auctions LLC, Matthew D. Mannion, will conduct a public auction sale of the security consisting of certain shares of Capital Stock of 3230 Cruger Owners Corp., all rights, title, and interest in and to certain propriety leases to apartments ("collateral") in the building known and located at 3230 Cruger Avenue, Bronx, New York 10467. The sale will be held on Jan. 31, 2022, at 2:30 p.m. in conference room A at the Office of Smith, Buss & Jacobs LLP, 60 East 42nd Street, 40th Floor, New York, New York 10165. In order to gain access to the located of the auction, due to building security, any prospective attendees must contact the auctioneer, at (212) 267-6698 or at mdmannion@jpandr.com, prior to the auction and provide their name in order to be added to the access roster. The apartments are sold "as is", these units are not owner occupied, the debt is not "home loans", the sale is subject to existing tenancies, and the sale is subject to the terms of sale, terms of the propriety lease, the by-laws, offering plan and any amendments thereto and to any other rules and regulations of 3230 Cruger Owners Corp. A 10% deposit by bank or certified check payable to Veneruso, Curto, Schwartz & Curto LLP as attorneys is required at the auction; balance due upon closing within 30 days. The terms of sale may be requested from the attorneys for the secured party. PARAMOUNT AIR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Paramount Air Solutions, LLC DBA HVAC Solutions 112 Hodgin Street High Point, NC 27262 Business Description: Paramount Air, a licensed and fully insured company, is an HVAC contractor in Charlotte and surrounding areas. It provides a wide range of services for all of their heating and cooling needs. Chapter 11 Petition Date: December 16, 2022 Court: United States Bankruptcy Court Middle District of North Carolina Case No.: 22-10635 Judge: Hon. Lena M. James Debtor's Counsel: Samantha K. Brumbaugh, Esq. IVEY, MCCLELAN, SIEGMUND, BRUMBAUGH & MCDONOUGH, LLP 100 S. Elm Street, Suite 500 Greensboro, NC 27401 Email: skb@iveymcclellan.com Total Assets: $427,767 Total Liabilities: $1,652,278 The petition was signed by Jeramy Lee Goodman as member-manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5OBJ77Y/Paramount_Air_Solutions_LLC__ncmbke-22-10635__0011.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4HRXNYY/Paramount_Air_Solutions_LLC__ncmbke-22-10635__0001.0.pdf?mcid=tGE4TAMA PHOENIX SERVICES: $465M Bank Debt Trades at 83% Discount -------------------------------------------------------- Participations in a syndicated loan under which Phoenix Services International LLC is a borrower were trading in the secondary market around 17.0 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $465 million facility is a Term loan. It is scheduled to mature on March 1, 2025. The amount is fully drawn and outstanding. Phoenix Services International LLC operates as a steel producers. The Company produces steel products from scrap metal, as well as offers slag handling and scrap preparation services. Phoenix Services International serves clients worldwide. PRETIUM PKG: $350M Bank Debt Trades at 36% Discount --------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 63.8 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $350 million facility is a Term loan. It is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers. PURE BIOSCIENCE: Incurs $993K Net Loss in First Quarter ------------------------------------------------------- PURE Bioscience, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $993,000 on $471,000 of total revenue for the three months ended Oct. 31, 2022, compared to a net loss of $796,000 on $501,000 of total revenue for the three months ended Oct. 31, 2021. As of Oct. 31, 2022, the Company had $3.70 million in total assets, $699,000 in total liabilities, and $3 million in total stockholders' equity. "We have a history of recurring losses, and as of October 31, 2022 we have incurred a cumulative net loss of $130,000,000. During the three months ended October 31, 2022, we recorded a net loss of $993,000 on recorded net revenue of $471,000. In addition, during the three months ended October 31, 2022 we used $939,000 in operating and investing activities resulting in a cash balance of $2,452,000 as of October 31, 2022. Our history of recurring operating losses, and negative cash flows from operating activities give rise to substantial doubt regarding our ability to continue as a going concern. The Company's independent registered public accounting firm, in its report on the Company's consolidated financial statements for the year ended July 31, 2022, has also expressed substantial doubt about the Company's ability to continue as a going concern. "Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot ensure that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business." Management Comments Tom Y. Lee, chief executive officer, said, "the Company experienced multiple wins this quarter with the adoption of our solution in the potato, snack food and bakery industries. Momentum into these new industries clearly shows PURE's SDC-based solutions work and provide an advantage over products currently used in the food industry," concluded Lee. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1006028/000149315222035441/form10-q.htm About PURE Bioscience Inc. PURE Bioscience, Inc. -- www.purebio.com -- is focused on developing and commercializing its proprietary antimicrobial products primarily in the food safety arena. The Company provides solutions to combat the health and environmental challenges of pathogen and hygienic control. Its technology platform is based on patented, stabilized ionic silver, and its initial products contain silver dihydrogen citrate, better known as SDC. PURE is headquartered in Rancho Cucamonga, California (San Bernardino metropolitan area). PURE Bioscience reported a net loss of $3.49 million for the year ended July 31, 2022, compared to a net loss of $2.32 million for the year ended July 31, 2021. As of July 31, 2022, the Company had $4.48 million in total assets, $575,000 in total liabilities, and $3.91 million in total stockholders' equity. Los Angeles, California-based Weinberg and Company, P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Oct. 28, 2022, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. PURIFYING SYSTEMS: May Use Cash Collateral Thru Feb 2023 -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Purifying Systems, Inc. to use cash collateral on an interim basis in accordance with the budget until February 28, 2023. As previously reported by the Troubled Company Reporter, Wells Fargo on December 29, 2016, made a loan in the principal amount of $1.178 million to Purifying Systems, Inc. The Loan is evidenced by, among other instruments, a Promissory Note, Commercial Security Agreement, UCC-1 filing(s), Subordination Agreement, Addendum to Subordination Agreement, Modification Agreement, Deed of Trust and Mortgage. As of Petition Date, Wells Fargo was owed $723,933, plus post-petition interest, attorneys fees and costs. The parties agreed the Debtor may use cash collateral for the preservation and operation of its business. The Debtor is directed to pay directly to Wells Fargo, the monthly amount of $5,401, commencing on December 9, 2022, and on the first day of each month thereafter until February 28, 2023, unless extended in writing by Wells Fargo. As additional adequate protection for Debtor's use of cash collateral, Wells Fargo will have valid, duly perfected and unavoidable security interests and liens in all of the Debtor's post-petition property equal to the amount of the cash collateral used and to the same extent, priority, type and character as Wells Fargo's security interest and liens on the Pre-Petition Collateral. The Replacement Liens will be in addition to all existing claims, security interests, liens and rights in favor of Wells Fargo. A final hearing on the matter is set for February 28, 2023, at 10 a.m. A copy of the order is available at https://bit.ly/3V4Oumq 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. QUICK LINKS: Exclusivity Period Extended to Jan. 16 --------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina extended the time Quick Links, Inc. can keep exclusive control of its Chapter 11 case, giving the company until Jan. 16 next year to file a bankruptcy plan. Quick Links' sole shareholder, Quossay Hassan, is a debtor in a companion Chapter 7 proceeding. Therefore, 100% of the stock of the company is an asset of the Chapter 7 proceeding. Extending the exclusivity period will allow the trustee assigned to the Chapter 7 case to evaluate the value of the asset to determine if he will administer or abandon such asset, according to court filings. About Quick Links Quick Links, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-01847) on Aug. 18, 2022, with up to $100,000 in assets and up to $50,000 in liabilities. Judge Pamela W. Mcafee oversees the case. J.M. Cook, Esq., at J.M. Cook, P.A and Nordlander CPA, PLLC serve as the Debtor's legal counsel and accountant, respectively. RADIATE HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowering all of its ratings on U.S.-based cable provider Radiate Holdco LLC two notches, including its issuer credit rating that is being lowered to 'CCC+' from 'B', because it believes its capital structure may be unsustainable without a reversal of competitive and operating trends and more favorable macro-economic and capital markets conditions over the longer term. The negative outlook reflects the potential for a lower rating if S&P believes a default or restructuring is likely within the next 12 months. S&P said, "We believe Radiate is dependent on favorable business, financial, and economic conditions to meet its financial obligations long-term. The company has taken steps to address operating challenges and strengthen its position in the marketplace by signing an Mobile Virtual Network Operator (MVNO) agreement to launch a wireless product in the coming months. We believe this provides a path to compete more effectively with scaled incumbents. However, there is uncertainty in the company's ability to stabilize subscriber trends and penetration levels in the current competitive and macroeconomic environment. Furthermore, we believe that there is an increased likelihood that the company could have to refinance its upcoming secured and unsecured maturities in 2026 and 2028, respectively, at higher interest rates, which could limit free operating cash flow longer-term. "Given the operating challenges in 2022, we believe that it will be very difficult for Radiate to grow residential broadband subscribers at a rate that would drive meaningful earnings growth in 2023 and potentially beyond. We revised our forecast to 40,000 net residential broadband subscriber losses in 2022, down from our previous expectation of about 5,000 net adds this year. In 2023, we believe that the company can stem the rate of decline to less than a quarter of projected losses in 2022, due to operational improvements at the recently acquired WOW assets, new builds, and edge-out activity. However, we believe that heightened competition from Comcast and Charter, which can bundle broadband with wireless service at competitive prices, increasing competition from local telcos who are aggressively building out fiber-to-the-home services, and low move activity in housing will remain a headwind for subscriber growth over the coming years. Furthermore, we believe that subscriber growth could remain under pressure as fewer copper wire-based customers convert to cable, instead opting for cheaper fixed-wireless service, especially young, urban renters, which we believe account for a higher percentage of the company's subscriber base than most peers. We believe that in a recessionary environment, it is possible that price-sensitive customers opt for lower-priced fixed wireless services, which could continue to pressure subscriber metrics over the next year. "Elevated capital spending combined with high interest rates could limit cash generation in the near-to-medium term. In 2023, we believe that the company will record a FOCF deficit of about $50 million-$70 million as capex is reduced by about $100 million, moderating to the mid-20% area. This compares with negative free operating cash flow FOCF $130 million through the first nine months of 2022 in part due to elevated capex expenditures as part of the company's new build and edge-out strategy. However, in the outer years, we believe that capital intensity could remain in the low-to-mid-20% area on network upgrades. We believe that Radiate will likely need to upgrade its network to DOCSIS 4.0 from DOCSIS 3.1 to effectively compete with fiber competitors and larger, better-capitalized incumbent cable providers (such as Charter and Comcast), which should limit FOCF in the near-to-medium term. "We believe lower earnings growth and elevated capital spending could keep leverage elevated in the high-7x area through at least 2023. We expect pro-forma earnings growth to be flat-to-low-single-digit percent area through 2023 as low-single digit percent subscriber declines are partially offset by low-to-mid-single-digit percent average revenue per user (ARPU) growth on modest rate increases and customer migration to faster broadband speeds. In addition, we believe that the company will need to continue to draw an incremental $80 million-$100 million on its revolving credit facility to partially fund its capital spending initiatives for 2023, which will likely keep leverage in the high-7x area. "The negative outlook reflects the pressure on operating and financial performance due to the increasingly intense competitive broadband environment, the weakening economy, and unfavorable capital market conditions as well as the potential for a lower rating if we believe a default or restructuring is likely within the next 12 months. "We could lower our rating on Radiate if we believe it will face a near-term liquidity shortfall or engage in a distressed exchange in the next 12 months because financial metrics continue to weaken due to macro-economic headwinds or continued operational underperformance. "We could revise our outlook on Radiate to stable if the company is able to stem the decline in net residential broadband subscribers. Although unlikely over the next year, we could raise our rating on Radiate if the company is able to stabilize or even reverse operating trends such that it is able to reduce leverage below 6.5x with positive FOCF and a credible forward-looking deleveraging path that provides more cushion to absorb adverse business, financial and/or economic conditions." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit ratings analysis of Radiate. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns." RE-PRODECON LLC: Court Approves Settlement, Plan ------------------------------------------------ Judge Elizabeth E. Brown has entered an order approving and confirming the Plan of Reorganization of RE-ProDeCon LLC. The confirmation hearing set on Dec. 13, 2022, at 10:00 a.m. is vacated. Not later than 14 days after the Plan is substantially consummated as defined in section 1101(2)(A), (B), and (C), the Debtor must file with the Court and serve on the Subchapter V Trustee, the U.S. Trustee and all parties in interest, notice of such substantial consummation. The Settlement Agreement between the Debtor, Talus Properties, LLC, Melrose Midtown LLC, and Christopher Robbins that is incorporated in the Plan is approved pursuant to Bankruptcy Rule 9019. About RE-ProDeCon LLC RE-ProDeCon, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-16027) on Dec. 13, 2021, listing $95,981 in assets and $1,225,263 in liabilities. Tatjana Twerskoi, member, signed the petition. Judge Elizabeth E. Brown oversees the case. Wadsworth Garber Warner Conrardy, PC serves as the Debtor's counsel. REALTRUCK GROUP: Moody's Alters Outlook on 'B3' CFR to Negative --------------------------------------------------------------- Moody's Investors Service affirmed the ratings of RealTruck Group, Inc., including the B3 corporate family rating, B3-PD probability of default rating, B2 senior secured rating and Caa2 senior unsecured rating. Concurrently, Moody's changed the outlook to negative from stable. The change in outlook to negative reflects the decline in volumes from a general pullback in consumer spending on discretionary items. Moody's expects this trend to continue as excess savings from pandemic-related government stimulus subside and inflationary pressures impact household finances. The negative outlook also reflects concern for further weakening in margins and cash flow due to the softening demand impact on pricing power, in conjunction with elevated inventory levels. These factors would lead to further deterioration in debt-to-EBITDA, which was already in excess of 9x at September 30, 2022, inclusive of Moody's standard adjustments. Moody's took the following actions on RealTruck Group, Inc.: Affirmations: Issuer: RealTruck Group, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Term Loan, Affirmed B2 (LGD3) Senior Unsecured Regular Bond/Debentures, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: RealTruck Group, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE RealTruck's ratings reflect very high leverage, a discretionary aspect to its product portfolio and a declining trend in key operating results and credit metrics. The company maintains good scale and product diversification and increased brand recognition as a specialty provider in the light vehicle aftermarket segment. Long-term end-market dynamics look to be supportive of the business despite current headwinds stemming from a pullback in consumer spending on accessories for light trucks and Jeeps. These dynamics include: 1) a large number of used trucks and Jeeps in the US that retain value, 2) new trucks remaining top selling domestic vehicles, 3) a functional aspect to many of the company's products and, 4) the modest price points for the products in relation to the cost of the vehicle. The EBITDA margin has historically been solid, exceeding 20% in 2020, but has fallen sharply since due to elevated aluminum prices (peaked in March 2022), as well as higher labor and freight costs. Continued investments in advertising to drive traffic to the company's owned e-commerce sites is expected to increase direct-to-consumer sales, boosting margins. Also, the company is expected to reap about $20 million annually in cost savings over the next three years through manufacturing, procurement and product efficiencies. Nonetheless, Moody's expects debt-to-EBITDA to remain high near 9x at year-end 2023. Liquidity is good and is supported by approximately $80 million of cash as of September 30, 2022, with expectations of positive free cash of at least $20 million in 2023. The company's $200 million undrawn asset-based lending (ABL) revolving credit facility, expiring in 2026, further supports liquidity. The facility is subject to a springing fixed charge covenant tested when availability is less than the greater of 10% of current availability or $20 million. The term loan does not have financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with stronger than expected free cash flow that results in debt repayment and sustainably lower financial leverage. Debt-to-EBITDA approaching the mid-5x range, retained cash flow-to-net debt in the low-to-mid teens and EBITA-to-interest at or above 2.5x would be important elements for an upgrade, along with good liquidity. The ratings could be downgraded if Moody's expects organic revenue growth to stall in the low-single digits, or the company is unable to stem more recent EBITA margin erosion. Deteriorating liquidity, and/or weaker free cash flow for a sustained period could also lead to a downgrade. Furthermore, a downgrade could also result from the company's lack of progress in meaningfully reducing financial leverage as measured by debt-to-EBITDA. A debt financed dividend or meaningful acquisition, prior to significantly improving the leverage profile could also be a precursor for a negative rating action. RealTruck Group, Inc. is a vertically integrated manufacturer of branded aftermarket accessories for trucks, Jeeps, sport utility vehicles, crossover utility vehicles and vans throughout the US and Canada. Products include hard and soft truck bed covers, truck caps, bed liners, floor liners, steps, suspension kits, Jeep parts and off-road accessories. Revenue for the latest twelve months ended September 30, 2022 was approximately $1.6 billion. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. RESEARCH NOW: $250M Bank Debt Trades at 25% Discount ---------------------------------------------------- Participations in a syndicated loan under which Research Now Group LLC is a borrower were trading in the secondary market around 75.3 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $250.0 million facility is a Term loan. It is scheduled to mature on December 20, 2025. The amount is fully drawn and outstanding. Headquartered in Plano, Texas, borrowers Research Now Group, LLC (formerly Research Now Group, Inc.) and its subsidiary Dynata, LLC (Formerly Survey Sampling International, LLC), constitute a global leader in data collection through online, mobile and offline surveys used by market research firms, consulting firms and corporate customers. RESEARCH NOW: $975M Bank Debt Trades at 24% Discount ---------------------------------------------------- Participations in a syndicated loan under which Research Now Group LLC is a borrower were trading in the secondary market around 76.3 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $975.0 million facility is a Term loan. It is scheduled to mature on December 20, 2024. About $933.1 million of the loan is withdrawn and outstanding. Headquartered in Plano, Texas, borrowers Research Now Group, LLC (formerly Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly Survey Sampling International, LLC), constitute a global leader in data collection through online, mobile and offline surveys used by market research firms, consulting firms and corporate customers. REVERSE MORTGAGE: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Reverse Mortgage Investment Trust, Inc. and its affiliates. The committee members are: 1. Compu-Link Corporation d/b/a Celink Attn: James Wortman, General Counsel 101 W. Louis Henna Blvd, Ste 450 Austin, TX 78728 Phone: 512-871-6066 Email: james.wortman@celink.com 2. Saksoft Inc. Attn: Swaraj Kumar Dash 30 Montgomery St., Ste. 1240 Jersey City, NJ 07302 Phone: 201-451-4609 Fax: 212-504-8026 Email: swaraj.dash@saksoft.com; 3. Margaret Shakespeare (Individually and as a Representative in Class Action) c/o: Joseph S. Tusa, Tusa P.C. P.O. Box 566 55000 Main Rd, 2nd Fl. Southhold, NY 11971 Phone: 631-407-5100 Fax: 516-706-1373 Email: joseph.tusapc@gmail.com 4. James B. Nutter & Company Attn: Paul Madson 4153 Broadway Kansas City, MO 64111 Phone: 816-531-2345 Fax: 816-866-9217 Email: paul.madson@nutterhomeloans.com 5. Melissa Giglio (Individually and as a Representative in Class Action) c/o Rene S. Roupinian and Jack A. Raisner Raisner Roupinian LLP 270 Madison Ave., Ste. 1801 New York, NY 10016 Phone: 212-221-1747 Fax: 212-221-1747 Email: rsr@rasinerroupinian.com jar@rasinerroupinian.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Reverse Mortgage Investment Trust Reverse Mortgage Investment Trust Inc. is an originator and servicer of reverse mortgage loans. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11225) on November 30, 2022. In the petition signed by Craig Corn, chief executive officer, the Debtors disclosed up to $50 billion in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Sidley Austin LLP as general bankruptcy counsel, Benesch, Friedlander, Coplan, and Aronoff LLO as local bankruptcy counsel, FTI Consulting Inc. as financial advisor, and Kroll Restructuring Administration LLC as noticing and claims agent. Leadenhall Capital Partners LLP, as agent to the post-petition secured lenders, is advised by Latham & Watkins LLP and Young, Conaway Stargatt & Taylor LLP, as counsel; BRG, as financial advisor; and Moelis as investment banker. Texas Capital Bank retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Longbridge Financial, LLC retained Weil, Gotshal & Manges LLP, Lowenstein Sandler LLP, and Richards, Layton & Finger as counsel; and Houlihan Lokey, Inc., as financial advisor. RISING TIDE: Moody's Cuts CFR to Caa2 & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service downgraded Rising Tide Holdings, Inc.'s (dba West Marine) ratings including its corporate family rating to Caa2 from B3, its probability of default rating to Caa2-PD from B3-PD, its senior secured first lien term loan to Caa3 from B2 and its senior secured second lien term loan to Ca from Caa2. The outlook was changed to negative from stable. The downgrade and negative outlook reflect West Marine's material underperformance relative to Moody's previous expectations due to supply chain challenges, increased costs, inflationary pressures, high fuel prices and late start to the season driven by weaker weather which impacted boating and demand for the company's products. West Marine's Q2 and Q3 peak seasonal quarters of 2022 were down significantly to the prior year with Moody's adjusted EBITDA declining more than 40%. The decline in EBITDA combined with the increase in debt to fund the 2021 LBO has resulted in West Marine having very high leverage. The downgrade also reflects West Marine's free cash flow deficits of more than $50 million over the LTM period ended October 1, 2022. West Marine's sponsor, L Catterton, has been supportive and provided a $75.5 million incremental first lien term loan to support its liquidity of which the company has borrowed $55 million. The sponsor also can increase its commitments from $75.5 million to $120 million per the first lien credit agreement. While Moody's views the additional liquidity and sponsor support as a positive, the company will be entering its peak borrowing season and free cash flow generation is unlikely until Q2'23 and significant operational improvements are needed. West Marine also has $15M of borrowing base availability under its ABL but Moody's does not expect West Marine to borrow any further under the revolver given the covenant restrictions. Downgrades: Issuer: Rising Tide Holdings, Inc. Corporate Family Rating, Downgraded to Caa2 from B3 Probability of Default Rating, Downgraded to Caa2-PD from B3-PD Senior Secured 1st Lien Term Loan, Downgraded to Caa3 (LGD4) from B2 (LGD3) Senior Secured 2nd Lien Term Loan, Downgraded to Ca (LGD5) from Caa2 (LGD5) Outlook Actions: Issuer: Rising Tide Holdings, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE West Marine's Caa2 CFR is constrained by its very high Moody's adjusted debt/EBITDA of almost 18x, free cash flow deficits, limited committed external sources of liquidity and high seasonality. The company operates in the marine aftermarket industry which is highly fragmented and very competitive. West Marine's business shows some cyclicality with the discretionary nature of boating and marine aftermarket products. However, performance through downturns has proved to be more resilient than actual boat sales as these products have shorter replacement lives. However, the company is currently facing a difficult supply chain and inflationary environment. West Marine's credit profile is supported by its strong brand awareness and large scale relative to its competitors in the marine aftermarket industry with over 230 hub and service center locations across the US and Puerto Rico. The credit profile is also supported by West Marine's long dated capital structure with its nearest debt maturity not until its asset-based revolver expires in 2026. The negative outlook reflects the challenges West Marine faces in improving operating performance, free cash flow and leverage given the difficult supply chain and inflationary environment. It also reflects, that absent a material recovery in earnings, Moody's views its capital structure as unsustainable over the longer term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if operating performance improves leading to free cash flow to approach at least a breakeven level and credit metrics strengthen such that EBITA/interest approaches 1.0x. An upgrade would also require at least adequate liquidity. The ratings could be downgraded if liquidity further deteriorates, operating performance does not improve or if the likelihood of default increases for any reason. West Marine is a specialty marine aftermarket retailer that operates 236 hub and service center locations in the US and Puerto Rico under the brand name West Marine as well as two e-commerce websites reaching consumers and professional customers as of April 2021. West Marine is controlled by investment funds affiliated with L Catterton. Net revenue for the LTM period ending October 1, 2022, was approximately $740 million. The principal methodology used in these ratings was Retail published in November 2021. RIVERBED TECHNOLOGY: $900M Bank Debt Trades at 61% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Riverbed Technology Inc is a borrower were trading in the secondary market around 39.5 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $900 million facility is a payment-in-kind Term loan. It is scheduled to mature on December 7, 2026. The amount is fully drawn and outstanding. Riverbed Technology, Inc. provides software solutions. The company offers application performance monitoring, cloud migration, network performance monitoring, and security solutions. ROBERTSHAW US: $510M Bank Debt Trades at 29% Discount ----------------------------------------------------- Participations in a syndicated loan under which Robertshaw US Holding Corp is a borrower were trading in the secondary market around 71.4 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $510 million Term loan is scheduled to mature on February 28, 2025. The amount is fully drawn and outstanding. Robertshaw US Holding Corp. designs and manufactures electro-mechanical solutions, mechanical combustion systems, and electrical controls primarily for use in residential and commercial appliances, HVAC and transportation applications. ROOF IT BETTER: Exclusivity Period Extended to Feb. 10 ------------------------------------------------------ Roof It Better, LLC obtained a court order extending its exclusive right to file a Chapter 11 plan to Feb. 10, 2023, and solicit votes on the plan to April 11, 2023. The ruling by Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern District of Florida allows the company to pursue its own plan for emerging from Chapter 11 protection without the threat of a competing plan from creditors. Roof It Better had requested an extension of its exclusivity period after it found problems with its financial records, including its recorded income for September 2022, according to court filings. About Roof It Better Roof It Better, LLC, a residential and commercial roofing contractor in West Palm Beach, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14651) on June 15, 2022. In the petition signed by its manager, Teresa Mehaffey, the Debtor disclosed $123,739 in assets and $2,102,056 in liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Craig I. Kelley, Esq., at Kelley, Fulton, Kaplan & Eller PL as legal counsel and Venita Ackerman, CPA, at Ackerman Rodgers, CPA, PLLC as accountant. ROYAL BLUE REALTY: Keeps Exclusive Right to Propose Exit Plan ------------------------------------------------------------- A bankruptcy court extended the time Royal Blue Realty Holdings, Inc. can keep exclusive control of its Chapter 11 case, allowing the company to complete mediation with Deutsche Bank National Trust Company before it files a reorganization plan. The order issued by the U.S. Bankruptcy Court for the Southern District of New York extended the exclusivity period for the company to file a plan until 60 days after the conclusion of the mediation. "The mediation parties believe that the premature filing of unilateral plans will inflame the mediation process, likely causing it to fail," said Robert Rattet, Esq., one of the attorneys at Davidoff Hutcher & Citron, LLP representing the company. Royal Blue Realty Holdings owns a commercial condominium unit in New York, within which 12 residential apartments had been constructed. Of the 12 apartments, nine are subject to disputed mortgages held by Deutsche Bank, as trustee. About Royal Blue Realty Holdings Royal Blue Realty Holdings, Inc. is a New York-based company engaged in renting and leasing real estate properties. Royal Blue filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10802) on April 26, 2021, disclosing total assets of up to $10 million and total liabilities of up to $50 million. Andrew Nichols, chief restructuring officer, signed the petition. Judge Lisa G. Beckerman oversees the Debtor's case. The Debtor tapped Davidoff Hutcher & Citron, LLP as bankruptcy counsel and Lester, Bleckner & Shaw as special litigation counsel. Elaine Shay was appointed as temporary receiver with respect to the Debtor by order of the Supreme Court of New York on March 9, 2021. RUNNER BUYER: $500M Bank Debt Trades at 28% Discount ---------------------------------------------------- Participations in a syndicated loan under which Runner Buyer Inc is a borrower were trading in the secondary market around 71.8 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $500 million Term loan is scheduled to mature on October 21, 2028. The amount is fully drawn and outstanding. Headquartered in New York, NY, Runner Buyer, Inc., dba RugsUSA, is an e-commerce provider of rugs and home decor products through its website rugsausa.com and e-commerce marketplaces. SALEM HARBOR: Exclusivity Period Extended to Jan. 17 ---------------------------------------------------- Salem Harbor Power Development, LP and its affiliates obtained a court order extending their exclusive right to file a Chapter 11 plan to Jan. 17 next year. The ruling by Judge Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware allows the companies to remain in control of their Chapter 11 cases until they emerge from bankruptcy. The companies' joint Chapter 11 plan, which was confirmed by the court on Aug. 18, has not yet gone effective. There is a possibility, which is related to finalizing exit facility documentation, that the plan will not go effective before the expiration of the exclusivity period. A limited extension of the exclusivity period will prevent interference with the plan going effective and will preserve the status quo until such time that the companies emerge from Chapter 11, according to the companies' attorney, Katelin Morales, Esq., at Young Conaway Stargatt & Taylor, LLP. About Salem Harbor Power Development Salem Harbor Power Development LP, formerly known as Footprint Power Salem Harbor Development LP, owns and operates a 674 MW natural gas-fired combined-cycle electric power plant in Massachusetts. The facility, located along Salem Harbor, is a more efficient and environmentally responsible replacement of a previous coal-fired power plant located at the same site. Salem and affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10239) on March 23, 2022. In the petition signed by its chief restructuring officer, John R. Castellano, Salem disclosed up to $1 billion in both assets and liabilities. Judge Mary F. Walrath oversees the cases. Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' bankruptcy counsels; Morgan, Lewis & Bockius, LLP as special counsel; Houlihan Lokey Capital, Inc. as investment banker; and AP Services, LLC, an affiliate of AlixPartners LLP, as restructuring advisor. John R. Castellano of AlixPartners is the Debtors' chief restructuring officer. Kroll Restructuring Administration LLC is the claims and noticing agent and administrative advisor. MUFG Union Bank, N.A., as agent to the pre-bankruptcy lenders, retained Mayer Brown LLP, as primary counsel; Potter Anderson & Corroon LLP, as Delaware counsel; Goodwin Procter LLP, as Massachusetts counsel; and PJT Partners LP, as financial advisor. On August 18, 2022, the court confirmed the Debtors' amended joint Chapter 11 plan. SANIBEL REALTY TRUST: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Sanibel Realty Trust, LLC, according to court dockets. About Sanibel Realty Trust Sanibel Realty Trust, LLC, a company in Miami, Fla., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18729) on Nov. 11, 2022. In the petition filed by its manager, Javier Perez, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Robert A. Mark oversees the case. The Debtor is represented by Nathan G. Mancuso, Esq., at Mancuso Law, P.A. SEARS AUTHORIZED: Dec. 22 Deadline Set for Panel Questionnaires --------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Sears Authorized Hometown Stores, LLC, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3FCuHVR and return by email it to Joseph Cudia -- Joseph.Cudia@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Dec. 22, 2022. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Sears Authorized Sears Authorized Hometown Stores, LLC distributes products through approximately 121 "Sears Hometown Stores," which are locally owned and operated businesses that offer a selection of the trusted names in home appliances, lawn and garden equipment, and tools. Sears Authorized Hometown Stores, LLC and Sears Hometown Stores, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11303) on December 12, 2022. In the petition signed by Elissa Robertson, CEO, Sears Authorized Hometown disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. Saul Ewing LLP is the Debtors' legal counsel. The Debtors tapped Gray & Company, LLC as financial advisor and Stretto as claims and noticing agent. SEMINOLE HOSPITAL: Moody's Lowers Issuer & GOLT Ratings to B1 ------------------------------------------------------------- Moody's Investors Service has downgraded Seminole Hospital District (Gaines County), TX's issuer and general obligation limited tax ratings to B1 from Baa2. The outlook remains negative. The district has approximately $38.6 million of debt outstanding. RATINGS RATIONALE The downgrade to B1 on the issuer rating reflects the significant weakening of the district's operating margin and liquidity, in addition to the need for consecutive cash flow notes to fund operations. The district's tax base is volatile and concentrated in the oil and gas industry, which has contributed to the challenged financial position as management has demonstrated an unwillingness to increase property tax rates sufficient to offset tax base declines and expenditure increases. The rating further incorporates a manageable debt burden, relatively small scope of operations, as well as the inherent enterprise risk associated with operating a hospital. The district's weak liquidity position, along with a recent administrative error that resulted in a delayed debt service payment, creates uncertainty around the district's ability to make timely future debt service payments, with due dates coming in February and March 2023 for outstanding GOLT debt and a bank loan, respectively. Governance is a key credit driver as the district has undergone recent leadership changes in several key positions. The B1 rating on the district's GOLT bonds is at the same level as the issuer rating, reflecting the district's ample taxing headroom (610%) which offsets the lack of a full faith and credit pledge and inability to override the statutory cap. The district's current total tax rate is $2.76 per $1,000 of assessed value ($1.662 is for operations and $1.104 is for debt service) out of a maximum of $7.50 per $1,000 of assessed valuation. RATING OUTLOOK The negative outlook reflects the uncertainty regarding the district's ability to meaningfully improve its liquidity position give its small scale of operations, unstable governance, and sizeable economic concentration in oil and gas sectors that may continue to negatively impact property tax collections. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Stabilization of operating revenues and trend of improved operating margin, resulting in strengthened liquidity without the assistance of cash borrowing Substantial growth and diversification of tax base FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Debt service default and/or plans to enter into bankruptcy proceedings Continued weak operating margins resulting in additional financial distress Further contraction of the tax base without sufficient adjustment of the debt service levy Increased debt burden and/or fixed costs LEGAL SECURITY The bonds constitute direct obligations of the district, payable from the levy and collection of a direct and continuing ad valorem tax levied on all taxable property within the district, within the limits prescribed by law. The maximum ad valorem tax rate is limited to $7.50 per $1,000 of assessed value for all purposes. PROFILE Seminole Hospital District is in Gaines County, Texas and is roughly 70 miles north of the City of Midland (Aa1 stable) and 80 miles south of the City of Lubbock (Aa2 stable). The district operates a 25-bed critical access hospital. As of 2022, the district had approximately 18,000 residents. METHODOLOGY The principal methodology used in these ratings was US Special Purpose District General Obligation Debt Methodology published in November 2022. SENSITIVE HOME: Court OKs Final Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Sensitive Home Inc. to use cash collateral on a final basis in accordance with the budget. The Debtor requires the use of cash collateral to preserve and maintain the going concern value of the Debtor's business. The Debtor's ability to use cash collateral pursuant to the Final Order will end on the earliest of: (i) the effective date of a confirmed plan of reorganization in the chapter 11 case, (ii) the closing of a sale of all or substantially all assets of the Debtor; (iii) the dismissal of the chapter 11 case or the conversion of this chapter 11 case to a case under chapter 7 of the Bankruptcy Code, or (iv) any material provision of the Final Order having ceased to be valid or binding for any reason. As adequate protection, the Prepetition Secured Parties are granted a continuing security interest in and lien on all collateral of the Debtor and an additional and replacement security interest in and lien on all property and assets of the Debtor's estate. The Replacement Lien and the Adequate Protection Lien will be valid, binding, enforceable, non- avoidable and automatically perfected, notwithstanding the automatic stay, without the necessity of filing or recording any financing statement, deed of trust, mortgage, or other instrument or document which otherwise may be required under the laws of any jurisdiction to validate or perfect such security interests and liens. A copy of the order is available at https://bit.ly/3V1xhdE from PacerMonitor.com. About Sensitive Home Sensitive Home offers home cleaning products especially for those with skin, respiratory, and chemical sensitivities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11063) on November 10, 2022. In the petition signed by Stuart Dawson Chrisp, director, the Debtor disclosed $317,207 in assets and $1,333,593 in liabilities. The Hon. John T. Dorsey oversees the case. Mark M. Billion, Esq. is the Debtor's Counsel. SERTA SIMMONS: $1.95B Bank Debt Trades at 94% Discount ------------------------------------------------------ Participations in a syndicated loan under which Serta Simmons Bedding LLC is a borrower were trading in the secondary market around 6.4 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.95 billion Term loan is scheduled to mature on November 8, 2023. About $843.3 million of the loan is withdrawn and outstanding. Serta Simmons Bedding, LLC manufactures bedding products. The Company offers blankets, sheets, bed frames, mattress protectors, and accessories. SERVICE PROPERTIES: Moody's Cuts CFR to B2, Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Service Properties Trust ("SVC") including its corporate family rating to B2 from B1 and its guaranteed and non-guaranteed senior unsecured ratings to B1 and B2, from Ba3 and B1, respectively. The speculative grade liquidity (SGL) rating remains unchanged at SGL-4. The outlook remains negative. The ratings downgrade and negative outlook reflect continued liquidity pressures related to material debt maturities over the next 12 to 24 months, with $595 million due in 2023 and $1.175 billion due in 2024. Looking forward, the company has an additional $1.95 billion in maturities coming due between 2025 and 2026. Given challenging capital market conditions, Moody's expect SVC to alleviate liquidity pressures through higher cost of capital refinancing, encumbering properties and/or additional asset sales. Downgrades: Issuer: Service Properties Trust Corporate Family Rating, Downgraded to B2 from B1 Senior Unsecured Regular Bond/Debenture, Downgraded to B2 from B1 Senior Unsecured Shelf, Downgraded to (P)B2 from (P)B1 Gtd. Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from Ba3 Gtd. Senior Unsecured Shelf, Downgraded to (P)B1 from (P)Ba3 Outlook Actions: Issuer: Service Properties Trust Outlook, Remains Negative RATINGS RATIONALE SVC's B2 CFR reflects the company's meaningful scale and portfolio of assets, including hotels and net lease service and necessity based retail properties, which provide diversification to cash flows. Key challenges include the slower than expected recovery of SVC's hotel portfolio in terms of operating performance, which has lagged peers in the space. Because of this, leverage and coverage metrics remain below expectations for the rating category, with Moody's adjusted Net Debt to EBITDA at 10.6x and Fixed Charge Coverage at 1.5x for the last 12 month period ending September 30, 2022, and could deteriorate further amid deepening macroeconomic uncertainty, rising interest rates and resurgent inflation. SVC's SGL-4 rating reflects a weak liquidity profile given expected sources and uses over the next 12 to 24 month period. Near-term liquidity is supported by $67 million in cash on hand and approximately $705 million in availability under its $800 million secured credit facility as of 3Q 2022. An additional $170 million of in-process asset sales are expected to close in the first half of 2023. Debt maturities include $500 million in senior notes due in 2023 plus the amount outstanding on its revolver, as well as $1.175 billion due in 2024 and $1.15 billion due in 2025. Moody's expect the company to manage its near-term maturities primarily through additional secured debt funding and/or higher cost of capital unsecured debt, though traditional refinancing will be harder to come by due to difficult market conditions and the company's large quantum of debt coming due in the short-term. SVC maintains a certain level of financial flexibility with a large unencumbered portfolio of about $9 billion but the size and quality of this pool diminished with the delivery of first lien mortgages on certain higher quality properties in order to secure obligations under its credit agreement in 2020. Positively, the company managed through short-term liquidity pressures in 2022, with the repayment of its fully drawn $800 million secured revolver ($95 million drawn at September 30, 2022) and an extension of the term by six-months to July 2023. Further, year-to-date, the company closed on the sale of 81 assets for approximately $550 million, using proceeds to repay $500 million in senior notes due August 2022. The negative outlook reflects liquidity pressures related to material debt maturities over the next 12 to 24 months. The outlook also reflects the slow recovery in its lodging business which has resulted in weaker than expected financial credit metrics and will make it challenging for SVC to reduce debt levels in the near-term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A downgrade of SVC's ratings could occur should the company fail to maintain sufficient liquidity related to near-term maturities. Fixed charge coverage below 1.5x or Net Debt/EBITDA above 11.5x on a sustained basis, and/or a reversal to improvement in earnings could also lead to a downgrade. SVC's ratings could be upgraded if the REIT were to maintain ample long-term liquidity. A return to a largely unsecured funding strategy, improving Net Debt/EBITDA below 8.5x and fixed charge coverage closer to 2.0x, as well as demonstration of earnings stability on a sustained basis, particularly in its hotel business would also support an upgrade. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2022. SHUTTERFLY LLC: $1.11B Bank Debt Trades at 43% Discount ------------------------------------------------------- Participations in a syndicated loan under which Shutterfly LLC is a borrower were trading in the secondary market around 57.2 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.11 billion facility is a Term loan. It is scheduled to mature on September 25, 2026. About $1.09 billion of the loan is withdrawn and outstanding. Shutterfly, LLC. is an American photography, photography products, and image sharing company, headquartered in Redwood City, California. SMARTPAC INC: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Smartpac Inc. and affiliate Veripac LLC filed for relief under Subchapter V of chapter 11 of the Bankruptcy Code. Smartpac Inc. claims to be a leading manufacturer of food and drink packaging in the foodservice industry. Its product lines include upscale takeout packaging for restaurants and quick service chains, assorted hinged and two-piece packages with high clarity, anti-fog lids to merchandise fresh prepared ready-to-eat and ready-to-reheat meals and side dishes in retail supermarkets and convenience stores, and products designed for food processor high speed production lines. Smartpac is indebted to St. Louis Bank in the amount of $2,884,269. Veripac is indebted to the U.S. Small Business Administration in the approximate amount of $2,259,872. Veripac is also indebted to Midwest Business Funding in the approximate amount of $1,392,159 and to St. Louis Bank in the approximate amount of $213,527. Additionally, through review of UCC records, it is possible that Veripac is indebted to Financial Agent Services or Robert Chambers for a sum unknown. About Veripac LLC Smartpac Inc. -- https://www.smartpacinc.com/ -- is a leading manufacturer of food and drink packaging in the foodservice industry. Smartpac Inc. and affiliate Veripac LLC filed for chapter 11 protection (Bankr. (Bankr. E.D. Mo. Lead Case No. 22-43840) on Nov. 9, 2022. The Debtors both filed under SubChapter V of Chapter 11 of the Bankruptcy Code. In the petition filed by Carey Edwards, as president, the Debtors each reported assets and liabilities between $1 million and $10 million. The Debtor is represented by: Robert E. Eggmann Carmody MacDonald P.C. 4765 Earth City Expressway Bridgeton, MO 63034 SMILE STREET: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Smile Street Dental, LLC, to use cash collateral on an interim basis in accordance with its agreement with Bank of America, N.A. The Debtor requires use of cash collateral to operate the business, maintain its financial affairs and pay trustee escrow. Bank of America, N.A. maintains a first-priority security interest that encumbers the Debtor's business assets. The parties agreed the Debtor may use cash collateral in accordance with the budget from April 18, 2022, through January 30, 2023, or at a later date. Bank of America's secured claim will be established at $154,636. The secured claim will be paid over five years at a fixed rate not to exceed 5%. The parties also agreed that the monthly principal and interest payments due to Bank of America, N.A. at five percent interest per annum will be $2,918 per month. The interest and adequate protection payments on the Bank of America secured claim will be $644 monthly and will commence immediately upon entry of the Order and will be due and owing on the 10th day of each month thereafter to and until the monthly principal and interest payments commence under a confirmed Chapter 11 Plan. The lender may declare an "Event of Default" if the Debtor fails to perform any of its obligations in accordance with the terms hereof or otherwise defaults hereunder or breaches any provision hereof, including: (A) the use and disbursement of cash collateral except as expressly permitted hereunder; (B) the actual expenditure of cash collateral by the Debtor by more than a reasonable amount over Debtor's existing monthly operating expenses with respect to Budget expenditures as expressly permitted hereunder or by order of the Court; (C) the filing of a motion seeking court approval of the sale of substantially all of the business assets of the Debtor, unless such motion provides for the payment in full of the Lender's claim. A copy of the motion is available at https://bit.ly/3FWxsCA from PacerMonitor.com. A copy of the order is available at https://bit.ly/3YlxbAF from PacerMonitor.com. About Smile Street Dental Smile Street Dental, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12046) on April 18, 2022, listing as much as $1 million in both assets and liabilities. Dr. Amber Royal, member, signed the petition. Judge David E. Rice oversees the case. Frank Morris II, Esq., at MorrisMargulies, LLC serves as the Debtor's counsel. SOUTH AMERICAN BEEF: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------------- South American Beef, Inc. asks the U.S. Bankruptcy Court for the Southern District of Iowa, for authority to use cash collateral and provide post-petition liens. The Debtor's immediate and emergency request is only for interim use of cash collateral, for the period starting on the Petition Date and through January 7, 2023. The Debtor proposes that it will be authorized to use cash collateral for the payment of its usual, ordinary, customary, regular, and necessary post-petition expenses incurred in the ordinary course of the Debtor's business and for payment of those pre-petition claims approved and allowed by Order of the Bankruptcy Court and not otherwise in substantial compliance with 4-week budget. JPMorgan Chase Bank, N.A. holds liens on and security interests in, among other things, the Debtor's personal property and fixtures, and all proceeds thereof, all as more particularly described and evidenced by those security agreements executed by the Debtor on various dates and per financing statements filed with the Iowa Secretary of State on various dates. The Debtor proposes to provide adequate protection to the Secured Creditor to the extent of its respective claimed interests under Bankruptcy Code section 506 in the cash collateral. The Debtor proposes to grant to the Secured Creditor a validly perfected first priority lien on and security interest in the Debtor's post-petition Collateral subject to existing valid, perfected and superior liens in the Collateral held by other Creditors. In the event of, and only in the case of Diminution of Value below the amounts of the claims of the Secured Creditor's interest in the Collateral, the Secured Creditor will be granted a super-priority claim that will have priority in the Debtor's bankruptcy case over all priority claims and unsecured claims against the Debtor and its estate. As further adequate protection, the Debtor will make post-petition monthly payments to the Secured Creditor pursuant to adequate protection payments of interest-only equal to 8% interest per annum, unless the Debtor and the Secured Creditor agree to a different or lesser amount. A copy of the motion and the Debtor's budget is available at https://bit.ly/3FviUsq from PacerMonitor.com. The budget provides for total disbursements, on a weekly basis, as follows: $421,748 for the week starting December 17, 2022; $127,538 for the week starting December 24, 2022; $144,527 for the week starting December 31, 2022; and $127,775 for the week starting January 7, 2023. About South American Beef, Inc. South American Beef, Inc. specializes in the purchase, import, and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats from well-known packi ng plants. South American Beef was established in 1999. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on December 13, 2022. In the petition signed by Alejandra M. Vidal-Soler, president, the Debtor disclosed up to $50 million in assets and liabilities. Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC, is the Debtor's counsel. STONE CLINICAL: Sale of Assets, Recoveries From Suits to Fund Plan ------------------------------------------------------------------ Stone Clinical Laboratories LLC and its Official Committee of Unsecured Creditors submit an Amended Plan of Reorganization dated Dec. 7, 2022. Under the Plan, Class 6 consists of all General Unsecured Claims and all Claims arising from the rejection of any executory contract against the Debtor. The Deficiency Claims of Classes 1 (if any Class 1 Claim exists), 2 and 3 creditors, if any, will be paid pro rata with the Class 6 creditors (and potentially the Class 5 and 8 creditors) out of the Cash Fund until such Claims are paid in full. Class 6 is impaired. Cash Fund shall mean the fund created for the payments set forth in this Plan created from the sale of the Debtor's assets, the cash on hand on the Effective Date, the Debtor's accounts, and the recoveries from causes of action. Upon the Effective Date, the Liquidating Trustee shall be empowered and authorized to settle or compromise any Cause of Action subject to approval by Order of the Court after Notice and Hearing. The Liquidating Trustee shall not seek approval of any (i) a settlement of any Cause of Action or (ii) resolution of any objection to a proof of claim in excess of $25,000.00 without the approval of the Liquidating Trustee Oversight Committee. Notwithstanding the foregoing, if the Oversight Committee does not approve a recommended settlement by the Liquidating Trustee, the Liquidating Trustee shall have the right to seek Bankruptcy Court approval for the settlement. Upon the Effective Date, the Liquidating Trustee shall be empowered and authorized to sell, assign, transfer, abandon, or otherwise dispose of Estate Assets or assets of the Post-Effective Date Debtor in accordance with the Plan and without Bankruptcy Court approval when the Face Amount of the Estate Asset or asset of the Post-Effective Date Debtor is $25,000.00 or less; provided, however, that the Liquidating Trustee will, on a quarterly basis, file a notice with the Bankruptcy Court of all Estate Assets and assets of the Post-Effective Date Debtor that have been sold, assigned, transferred, abandoned or otherwise disposed of and include in the notice (i) the Face Amount of the Estate Asset or asset of the Post-Effective Date Debtor, and (ii) the amount the Estate or the Post-Effective Date Debtor received from the disposition of the Estate Asset or asset of the Post- Effective Date Debtor. Bankruptcy Court approval is required for the sale, assignment, transfer, abandonment, or other disposition of any Estate Asset or asset of the Post-Effective Date Debtor where the Face Amount of the Estate Asset or asset of the Post-Effective Date Debtor is more than $25,000.00; provided, however, that the Liquidating Trustee shall not request Bankruptcy Court Approval for any such sale, assignment, transfer, abandonment, or other disposition without the consent of the Liquidating Trustee Oversight Committee. Attorneys for Stone Clinical Laboratories LLC: Douglas S. Draper, Esq. HELLER, DRAPER & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Telephone: (504) 299-3300 Fax: (504) 299-3399 E-mail: ddraper@hellerdraper.com Attorneys for the Official Committee of Unsecured Creditors: Michael D. Rubenstein, Esq. LISKOW & LEWIS, APLC 1001 Fannin Street, Suite 1800 Houston, TX 77002 Telephone: (713) 651-2953 Fax: (713) 651-2908 E-mail: mdrubenstein@liskow.com A copy of the Plan of Reorganization dated Dec. 7, 2022, is available at https://bit.ly/3BohAX1 from PacerMonitor.com. About STONE Clinical Laboratories STONE Clinical Laboratories, LLC is a full-service clinical reference laboratory that specializes in preventative and molecular diagnostics testing. The company is based in New Orleans, La. On July 15, 2021, Whale Capital, L.P., Hologic, Inc. and Woman's Hospital Foundation filed an involuntary Chapter 11 petition against the Debtor. On Jan. 10, 2022, the court entered the order for relief, thereby, commencing the Chapter 11 case (Bankr. E.D. La. Case No. 21-10923). The petitioning creditors are represented by The Derbes Law Firm LLC, Jaffe Raitt Heuer & Weiss P.C., and The McCarthy Law Firm. Judge Meredith S. Grabill presides over the case. Heller, Draper & Horn, LLC and Gordian Seaport Advisors, LLC serve as the Debtor's legal counsel and investment banker, respectively. David Asbach, acting U.S. Trustee for Region 5, appointed an official committee of unsecured creditors on Feb. 3, 2022. The committee is represented by Liskow & Lewis, APLC. TALEN ENERGY: K&E, Zack Clement 2nd Update on Noteholders Group --------------------------------------------------------------- In the Chapter 11 cases of Talen Energy Supply, LLC, et al., the law firms of Kirkland & Ellis LLP and Zack A. Clement PLLC submitted a second amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of Unsecured Noteholders. The ad hoc group of certain unaffiliated holders of approximately 73.99% of Debtor Talen Energy Supply, LLC's total unsecured funded debt, consisting primarily of approximately 80.70% of TES's 6.500% senior unsecured notes due 2025, approximately 72.74% of TES's 10.500% senior unsecured notes due 2026, approximately 56.05% of TES's 6.000% senior unsecured notes due 2036. Counsel represents only the Ad Hoc Group of Unsecured Noteholders, and does not represent or purport to represent any entity other than the Ad Hoc Group of Unsecured Noteholders, in connection with these chapter 11 cases. As of Dec. 13, 2022, members of the Ad Hoc Group Unsecured Noteholders and their disclosable economic interests are: ACR Alpine Capital Research LLC 8000 Maryland Avenue Suite 700 St. Louis, MO 63105 * 2026 Senior Notes: $4,000,000 Appaloosa LP 51 JFK Parkway Short Hills, NJ 07078 Boothbay Fund Management, LLC 140 E 45th Street 14th Floor New York, NY 10017 * 2025 Senior Notes: $1,500,000 * 2026 Senior Notes: $5,000,000 * 2036 Senior Notes: $1,000,000 Carronade Capital Management, LP 17 Old Kings Highway South Suite 140 Darien, CT 06820 * 2025 Senior Notes: $37,027,000 * 2026 Senior Notes: $12,750,000 CastleKnight Management LP 810 Seventh Avenue Suite 803 New York, NY 10019 * 2025 Senior Notes: $10,062,000 * 2026 Senior Notes: $11,573,000 * 2036 Senior Notes: $13,500,000 Citadel Equity Fund Ltd. US Fundamental Credit 520 Madison Avenue New York, NY 10022 * 2025 Senior Notes: $22,000,000 * 2026 Senior Notes: $71,600,000 * $10,000,000 7.625% Secured Notes due 2028 Citigroup, N.A. 1 Penns Way Ops 2 Floor 2 New Castle, DE 19720 * 2025 Senior Notes: $2,000,000 * 2026 Senior Notes: $7,000,000 * DIP LC Facility: $$6,636,308 * DIP Facility: $1,860,000 * 7.25% Secured Notes due 2027: $(480,000) * 6.625% Secured Notes due 2028: $2,307,000 * 7.625% Secured Notes due 2028: $850,000 Contrarian Capital Management, L.L.C. 411 West Putnam Avenue Suite 425 Greenwich, CT 06830 * 2025 Senior Notes: $1,002,000 * 2026 Senior Notes: $2,500,000 Corbin Capital Partners, L.P. 590 Madison Avenue 31st Floor New York, NY 10022 * 2025 Senior Notes: $10,000,000 * 2026 Senior Notes: $8,000,000 CQS, LLP One Strand4th Floor London WC2N 5HR United Kingdom * 2022 Senior Notes: $8,822,000 * 2025 Senior Notes: $14,867,000 * 2026 Senior Notes: $23,543,000 * 2036 Senior Notes: $7,631,000 CSS, LLC 175 W. Jackson Blvd Suite 440 Chicago, IL 60604 * 2025 Senior Notes: $8,500,000 * 2027 Senior Notes: $1,366,000 * 2036 Senior Notes: $3,658,000 FourSixThree Capital LP 520 Madison Avenue 19th Floor New York, NY 10022 * 2025 Senior Notes: $9,500,000 * 2026 Senior Notes: $5,500,000 FourWorld Capital Management, LLC, 7 World Trade Center Floor 46 New York, NY 10007 * 2025 Senior Notes: $4,725,000 * 2026 Senior Notes: $11,750,000 * 2027 Senior Notes: $1,883,000 * 2036 Senior Notes: $6,750,000 Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403 * 2025 Senior Notes: $41,450,000 * 2026 Senior Notes: $5,900,000 * 7.625% Secured Notes due 2028: $1,500,000 Jefferies LLC 520 Madison Avenue New York, NY 10022 * 2022 Senior Notes: $745,000 * 2026 Senior Notes: $4,666,000 * 2027 Senior Notes: $1,002,000 * 2036 Senior Notes: $966,000 * Term Loan: $2,929,000 * 7.625% Secured Notes due 2028: $355,000 King Street Capital Management, L.P. 299 Park Avenue 40th Floor New York, NY 10171 Livello Capital Management LP 1 World Trade Center 85th Floor New York, NY 10007 * 2025 Senior Notes: $4,000,000 * 2026 Senior Notes: $5,500,000 * 7.25% Secured Notes due 2027: $3,000,000 Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 * 2025 Senior Notes: $38,749,000 Maple Rock Capital Partners Inc. 21 St. Clair Ave E Suite 1100 Toronto, Ontario M4T 1L9 * 2024 Senior Notes: $2,500,000 * 2025 Senior Notes: $16,800,000 * 2026 Senior Notes: $36,052,000 * 2027 Senior Notes: $1,171,000 * 2036 Senior Notes: $1,233,000 Nuveen Asset Management, LLC 333 West Wacker Drive Chicago, Illinois 60606 * 2025 Senior Notes: $12,900,000 * 2026 Senior Notes: $52,500,000 * 2036 Senior Notes: $10,210,000 * 2038 Municipal Bonds: $94,550,000 * DIP Facility: $29,284,000 * 7.25% Secured Notes due 2027: $8,000,000 * 6.625% Secured Notes due 2028: $23,000,000 * 7.625% Secured Notes due 2028: $22,070,000 * Term Loan: $36,318,681.20 Philosophy Capital Management LLC 3000 Sand Hill Road Building 4, Suite 110 Menlo Park, CA 94025 * 2025 Senior Notes: $14,900,000 * 2026 Senior Notes: $11,250,000 Rubric Capital Management LP 155 East 44th Street Suite 1630 New York, NY 10017 * 2022 Senior Notes: $2,673,000 * 2025 Senior Notes: $160,890,000 * 2026 Senior Notes: $133,080,000 * 2036 Senior Notes: $3,630,000 System 2 Master Fund Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands * 2026 Senior Notes: $7,500,000 * 2036 Senior Notes: $6,500,000 Two Seas Capital LP 32 Elm Place 3rd Floor Rye, NY 10580 * 2025 Senior Notes: $27,000,000 * 2026 Senior Notes: $18,616,000 * 2036 Senior Notes: $11,506,000 Co-Counsel for the Ad Hoc Group of Unsecured Noteholders can be reached at: ZACK A. CLEMENT PLLC Zack A. Clement, Esq. 3753 Drummond Street Houston, TX 77025 Tel: (832) 274-7629 E-mail: zack.clement@icloud.com - and - KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Patrick J. Nash, Jr., Esq. Christopher S. Koenig, Esq. 300 North LaSalle Street Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: patrick.nash@kirkland.com chris.koenig@kirkland.com - and - Steven N. Serajeddini, Esq. 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4600 Fax: (212) 446-4800 E-mail: steven.serajeddini@kirkland.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3FUEUyk and https://bit.ly/3YwACVg About Talen Energy Corp. Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 2016 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. TARONIS FUELS: Court OKs Cash Collateral Access, $11MM DIP Loan --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Taronis Fuels, Inc. and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors sought to obtain postpetition financing from Tech Capital, LLC on a superpriority basis consisting of a senior secured superpriority credit facility in the aggregate principal amount of $11 million consisting of: a. a $5.6 million postpetition multi-draw loan, and b. a roll-up of the Prepetition Obligations into loans under the DIP Facility subject to the terms and conditions of the DIP Orders and the Loan and Security Agreement, dated as of October 21, 2020, as amended from time to time. Under the Loan and Security Agreement dated October 21, 2022, Tech Capital, LLC provided revolving loans and credit accommodation to the Debtor. As of the Petition Date, the Prepetition Loan Parties were indebted and liable to the Prepetition Lender in the aggregate principal amount of not less than $5.577 million. The Prepetition Obligations also includes Overadvances provided by the Prepetition Lender to the Debtors under the Prepetition Loan Agreement in an aggregate principal amount of $2.916 million. The Debtors have an immediate and ongoing need to use cash collateral and obtain credit pursuant to the DIP Facility in order to, among other things, administer and preserve the value of its estate. The Debtors are permitted to use cash collateral in accordance with the budget during the period commencing on the date of entry of the Final Order through the Termination Date in an amount not to exceed at any time (i) subject to variances as permitted in the DIP Loan Agreement, (ii) subject to variances as permitted in the DIP Loan Agreement, with respect to "Corporate Disbursements" line items, the aggregate amount of disbursements projected in the "Corporate Disbursements," line items of the Budget, and (iii) with respect to "Other Disbursement" line items, the aggregate amount of disbursements projected in the "Other Disbursement" line items of the Budget. As adequate protection, the Lender is granted a Lien on all of the Collateral as a replacement lien pursuant to section 361 of the Bankruptcy Code to provide adequate protection of the Lender's interest in the collateral to the extent of any diminution in value of the Collateral resulting or arising from the use of cash collateral, the DIP Financing, or the imposition of the automatic stay. In addition to the DIP Lien, all of the DIP Obligations will constitute allowed super-priority administrative claims pursuant to section 364(c)(l) of the Bankruptcy Code, which will have priority senior to all other administrative expense claims, adequate protection and other diminution claims, unsecured claims and all other claims against the Debtors. The DIP Lien, DIP Super-Priority Claims, the Prepetition Liens, and the Prepetition Obligations will be subject and subordinate in all respects to payment of the Carve-Out consisting of (i) all unpaid fees required to be paid in the Case to the Clerk of the Court and to the office of the United States Trustee under 28 U.S.C. section 1930 and 31 U.S.C. section 3717, (ii) all reasonable and documented unpaid fees, costs, disbursements and expenses of professionals retained by the Debtors in the Case, (iii) all reasonable and documented unpaid fees and expenses of professionals retained by the Committee, (iv) all reasonable and documented unpaid fees, costs, disbursements and expenses of the Debtors' Professionals and Committee's Professionals and (v) in the event of a conversion of the Case to a case under chapter 7 of the Bankruptcy Code, the payment of fees and expenses incurred by a trustee and any professionals retained by such trustee in an aggregate amount not to exceed $25,000. The Date the Carve-Out Trigger Notice is delivered is the Termination Date. The Carve-Out Trigger Notice is a written notice delivered by the DIP Lender or its counsel to the Debtors' restructuring counsel, the U.S. Trustee and lead counsel to the Committee appointed in the Case, if any, which notice may be delivered at any time following the occurrence and during the continuation of any Event of Default, expressly stating that the Carve-Out is invoked. These events constitute an "Event of Default:" a. The occurrence of an "Event of Default"under, and as defined in, the DIP Loan Agreement. b. The Debtors propose or support, directly or indirectly, any plan of reorganization or sale of all or substantially all of the Debtors' assets or entry of any confirmation order or sale order that is not conditioned upon the indefeasible payment in full in cash, upon the consummation of such plan of reorganization or such sale, of all DIP Obligations. c. Any other breach or violation by the Debtors of the terms and provisions of the Final Order. d. The taking of any act in connection with or relation to an Adverse Action or a Prepetition Challenge including any Avoidance Action against the DIP Lender. e. The termination or expiration of the Debtors' authority or ability to borrow under the DIP Facility or the DIP Lender's commitment to provide financing under the DIP Facility, for reason and whether occurring automatically or upon exercise or notice by the DIP Lender pursuant to the DIP Loan Documents. A copy of the order is available at https://bit.ly/3WaF7CO from PacerMonitor.com. About Taronis Fuels Taronis Fuels, Inc. and its affiliates manufacture and distribute industrial, medical, specialty and beverage gases and associated welding and safety supplies. Taronis Fuels and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11121) on Nov. 11, 2022. In the petitions signed by their chief executive officer, R. Jered Ruyle, the Debtors estimated $10 million to $50 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. The Debtors tapped Potter Anderson & Corroon LLP as general bankruptcy counsel; Aurora Management Partners, Inc. as restructuring advisor; and Chipman Brown Cicero & Cole, LLP as special litigation counsel. Donlin, Recano & Company Inc. is the claims and noticing agent and administrative advisor. TEXAS MADE SPORTS: Gets More Time to File Bankruptcy Plan --------------------------------------------------------- Texas Made Sports Development, Inc. obtained an order from the U.S. Bankruptcy Court for the Western District of Texas extending the exclusivity period to file its Chapter 11 plan to Feb. 13, 2023, and the period to solicit votes on the plan to April 14, 2023. Texas Made Sports Development will use the extension to finalize future projections for its financial reorganization and to resolve outstanding negotiations with the remaining creditors to be addressed under the plan. About Texas Made Sports Development Texas Made Sports Development, Inc., owns and operates an ice facility in Austin, Texas, for figure skaters, hockey fans, and kids' camps. Texas Made Sports Development filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10172) on March 18, 2022, with up to $50 million in assets and up to $10 million in liabilities. Ryan Raya, president of Texas Made Sports Development, signed the petition. Judge H. Christopher Mott oversees the case. The Debtor tapped Hayward, PLLC as legal counsel and Pittenger CPA, PC as bookkeeper and accountant. TIMBER PHARMACEUTICALS: To Host Investor Business Briefing ---------------------------------------------------------- Timber Pharmaceuticals, Inc. said it will host a virtual investor Business Briefing with Q&A on Dec. 20, 2022 at 10:30 a.m. ET. John Koconis, chairman and chief executive officer of Timber, will discuss the Company's milestone achievements in 2022, as well as what investors can expect to see in 2023 and beyond. Mr. Koconis said, "We believe Timber has achieved a number of important milestones in 2022, including TMB-001 receiving FDA Fast Track and Breakthrough Therapy designations, which are designed to expedite the development and review of drugs that treat serious conditions and meet unmet medical needs. TMB-001 (IPEG topical isotretinoin) is our lead product and is being developed for the treatment of moderate to severe subtypes of congenital ichthyosis. Congenital ichthyosis (CI) is a rare and serious inherited skin disorder characterized by dry, scaling skin that often is abnormally thick. "Additionally, Timber received official orphan designation for TMB-001 for the treatment of autosomal recessive congenital ichthyosis (ARCI) from the European Commission, which will provide 10 years of market exclusivity for TMB-001 in the European Union once we receive European product approval. "TMB-001 is now in late-stage development, with recruitment for our pivotal Phase 3 ASCEND clinical trial progressing to plan. We have begun exploring partnerships and licensing agreements for TMB-001 and we are in ongoing discussions with potential candidates throughout Europe. We look forward to connecting with investors at Timber's Business Briefing later this month." Timber was recently featured on CheckRare, a learning platform dedicated to providing clinical updates and practical information about rare and orphan diseases. Watch here as Alan Mendelsohn, MD, Timber's Chief Medical Officer, discusses TMB-001's mechanism of action. The live and archived webcast of the Company's Business Briefing will be available at https://us06web.zoom.us/webinar/register/WN_x5301NsoR0SdymR2s5D7bw. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber Pharmaceuticals reported a net loss of $10.64 million for the year ended Dec. 31, 2021, compared to a net loss of $15.12 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $12.79 million in total assets, $5.15 million in total liabilities, and $7.63 million in total stockholders' equity. Short Hills, New Jersey-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. TPT GLOBAL: Posts $41.1 Million Net Loss in Third Quarter --------------------------------------------------------- TPT Global Tech, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the Company's shareholders of $41.09 million on $2.05 million of total revenues for the three months ended Sept. 30, 2022, compared to a net loss attributable to the Company's shareholders of $4.72 million on $2.52 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's shareholders of $8.60 million on $7.81 million of total revenues compared to a net loss attributable to the Company's shareholders of $51.21 million on $6.14 million of total revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $8.55 million in total assets, $32.03 million in total liabilities, $58.25 million in total mezzanine equity, and a total stockholders' deficit of $81.73 million. TPT Global said, "Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of September 30, 2022, we had an accumulated deficit totaling $56,268,148. This raises substantial doubts 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/1661039/000165495422016433/tptw_10q.htm About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. It offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). TPT Global Tech offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT Global Tech's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. It also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Cell phone Accessories and Global Roaming Cell phones. TPT Global reported a net loss attributable to shareholders of $4.02 million for the year ended Dec. 31, 2021, compared to a net loss attributable to shareholders of $8.07 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $9.32 million in total assets, $32.10 million in total liabilities, $18.38 million in total mezzanine equity, and a total stockholders' deficit of $41.16 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raises substantial doubt about its ability to continue as a going concern. TPT GLOBAL: Signs Investment and Partnership Deal With Black Pearl ------------------------------------------------------------------ TPT Global Tech, Inc. said it has signed a Strategic Investment Partnership Agreement (SIPA) for Cooperation in Design, Development, Manufacture, Investment and Management of Projects specifically related to Smart Green Cities, Residential Housing, Commercial Real Estate, Industrial Smart Parks, Infrastructure and Sustainable Development with Black Pearl Holding Co. and The Triwest Financial Group Inc. (dba Black Pearl Investments Inc. BPI is a New York real estate investment firm whose potential investment outlined in the Agreement will be through dedicated credit facilities and structured funds within each phase and/or project Special Purpose Vehicle (SPV) according to the capital stack requirements and subject to conditions precedent. The lead development, construction activities, and operations for the Smart projects will be handled thru TPT Global's Real Estate and Development Technology division, TPT Strategic OTCBB:INOQ, which recently closed its acquisition of Information Systems Technology (IST), a general contractor and construction company based in Huntsville Alabama. IST has additional offices in Texas, Louisiana, Washington, Tennessee, and Mississippi. Mr. John Richard (J.R.) Chantengco, founder & managing director of Black Pearl Investments said, "We are always seeking cutting-edge opportunities for funding as well as synergies which will allow us to contribute strategically through our varied expertise and strengths. We are excited to be partnering with TPT Global Tech, Inc. which has a strong sense of the needs of the future, whether it is smart living, smart working, or smart sustainability and this resonates very well with our investment mandate which is to support next-generation businesses and technologies that will truly make a difference in our society." Black Pearl Investments is a rapidly emerging investment firm focused on capital advisory, structured finance, commercial real estate, and alternative investments in the non-investment grade-related marketplace. The firm seeks to generate attractive risk-adjusted returns through a broad array of strategies including core plus, value-added, and opportunistic situations. Its arranged funds are major providers of credit for small and middle-market enterprises and leverages those funds with investor mandates. According to the Agreement, BPI indicated they would provide investments related to the Smart City Projects identified as Proposed Transactions through this SIPA starting with those based in Tuskegee and Birmingham, Alabama. As stated, the proposed investments through the SIPA will be invested through dedicated credit facilities and structured funds within each phase and/or project SPV according to the capital stack requirement/s; subject to conditions precedent (i.e. engagement, setup fee, due diligence, underwriting, appraisal, feasibility, market studies, financial analyses, legal, compliance, final approval, etc.). TPT and BPI will finalize the terms and conditions for all engagements and projects through detailed agreements. If feasible and again as outlined in the Agreement, BPI will also provide large land parcels for setting up manufacturing & production facilities and contribute through its expertise and servicing of various products and services relevant to the projects identified and procured by TPT or its group companies. Mr. Chantengco is a 30-year veteran of the capital markets, finance, and investment real estate space, having originated, underwrote, and transacted $5 billion in structured capital and financing assignments as well as overseen real estate assets with USD +20B AUM. Black Pearl's family office is a CDFI/CDE under the U.S. Treasury's New Markets Tax Credit Program and was a founding shareholder in Pacific Commerce Bancorp (OTC:PCBC). TPT Global Tech's Chairman & CEO Stephen J. Thomas III said, "The Smart City Development projects domestically and internationally have been a substantial part of our broader strategic plans, and the investment through this SIPA and the revenue opportunities in Alabama, we believe has the potential to drive shareholder value for some years to come. We are buoyed by the confidence that Mr. Chantengco has shown with his decision to enter into this Strategic Investment & Partnership Agreement with TPTW. He clearly understands the long-term relevance that new Smart City Development initiatives can have on our communities and the economic environment of regions in need across the United States and abroad." "I take this opportunity to thank Mr. Chantengco and the whole Black Pearl Investments team for their trust, faith, and confidence in TPT Global Tech's smart city vision and objectives," said Mr. Thomas. Mr. Thomas continued, "We are emboldened to have BPI involved with us for additional projects, primarily in the US, which we plan on initiating as soon as the Tuskegee project is underway. TPT Global Tech is focused on building strong business corridors within the US and with other partner countries such as India which will help support our objective to strengthen domestic industries, attract global companies, create jobs, improve regional infrastructure including schools and universities, as well as developing economic opportunities for Americans." About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. It offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). TPT Global Tech offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT Global Tech's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. It also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Cell phone Accessories and Global Roaming Cell phones. TPT Global reported a net loss attributable to shareholders of $4.02 million for the year ended Dec. 31, 2021, compared to a net loss attributable to shareholders of $8.07 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $9.32 million in total assets, $32.10 million in total liabilities, $18.38 million in total mezzanine equity, and a total stockholders' deficit of $41.16 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raises substantial doubt about its ability to continue as a going concern. VERICAST CORP: $1.78B Bank Debt Trades at 26% Discount ------------------------------------------------------ Participations in a syndicated loan under which Vericast Corp is a borrower were trading in the secondary market around 74.1 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $1.78 billion Term loan is scheduled to mature on November 3, 2023. About $38 million of the loan is withdrawn and outstanding. Vericast Corp. operates as a marketing company. The Company offers advertising, marketing, transaction solutions, customer data, cross-channel campaign management, and intelligent media delivery services. VTV THERAPEUTICS: Appoints Biotech Veteran Steven Tuch as CFO ------------------------------------------------------------- vTv Therapeutics Inc. has appointed Steven Tuch as chief financial officer, effective immediately. "Steven's success in capital raising and business development, combined with his range of work in the life science and healthcare industry, makes us confident that he is an excellent fit for the position and our needs," said Paul Sekhri, president and chief executive officer of vTv Therapeutics. "We anticipate that he will play a pivotal role as we actively prepare to initiate, then execute on, our Phase 3 trials for our lead drug candidate, TTP399. On behalf of our board and executive team, I welcome Steven to vTv." Mr. Tuch has had a distinguished career with more than 20 years of financial and business development experience with multiple life science companies through various stages of financial planning and development. Prior to joining vTv, he served as Head of Corporate Development at Rallybio Corporation, leading the Company through its $92.7 million IPO in July 2021. Before joining Rallybio, he held several leadership roles at BMO Capital Markets including over seven years as managing director, Head of Healthcare Equity Capital Markets, and completed more than 140 transactions, raising over $20 billion. Prior to BMO, Mr. Tuch held the position of Managing Director, Head of Healthcare Equity Capital Markets of Deutsche Bank Securities as well as Head of Consumer and Business Services Equity Capital Markets and Head of Private Placements, where he established the firm's private equity placement. Prior to that role, he served as Head of Private Placement Group of Thomas Weisel Partners (now Stifel) for six years managing the firm's structured equity products activity, including private equity placements, unregistered common stock PIPEs, registered directs and private converts. Mr. Tuch earned an MBA from Stanford University's Graduate School of Business and a BBA from the University of Michigan. "I am thrilled to be joining vTv at this key juncture. With the breakthrough therapy designation for TTP399, vTv's lead clinical program, the company has the potential to improve the quality of life for T1D patients," said Mr. Tuch. "I look forward to contributing to the effort to advance TTP399 through its pivotal trials and, in turn, to patients who could benefit from this therapeutic program." On Dec. 8, 2022, Mr. Tuch entered into an employment agreement with the Company which provides for an at will term with a base salary of not less than $450,000, and a target annual cash bonus of 40% of his base salary, based on achievement of performance targets. The Tuch Employment Agreement also provides for the grant of stock options to purchase 500,000 shares of the Class A common stock of the Company at an exercise price per share equal to the fair market value of one share of Class A common stock on the grant date, pursuant to an option award agreement. Thirty-three and one third percent of the Option Shares will vest on the first anniversary of the grant date and the remaining 66.67% of the Option Shares will vest quarterly over two years thereafter, subject to continued employment. The Tuch Employment Agreement also provides for the opportunity to earn an additional grant of stock options, equal to 0.6% of the shares of the Class A common stock of the Company that is outstanding upon the Company's successful completion of a financing or series of financings for a cumulative total of at least $50 million over a 12-month period. 25% of the Performance Equity will vest on the first anniversary of the grant date and the remaining 75% of the Performance Equity will vest quarterly over three years thereafter. If a change in control occurs during the term of Mr. Tuch's employment, any unvested Option Shares or Performance Equity shall vest in full. About vTv Therapeutics vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company focused on developing oral small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by programs for the treatment of type 1 diabetes, Alzheimer's disease, and inflammatory disorders. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease (COPD), and genetic mitochondrial diseases. vTv Therapeutics reported a net loss attributable to the company of $12.99 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $8.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company of $13.04 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $35.52 million in total assets, $27.88 million in total liabilities, $24.21 million in redeemable noncontrolling interest, and a total stockholders' deficit attributable to the company of $16.57 million. Raleigh, North Carolina-based Ernst & Young LLP, the Company's auditor since 2000, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. WEBER-STEPHEN PRODUCTS: Moody's Affirms Caa1 CFR, Outlook Negative ------------------------------------------------------------------ Moody's Investors Service affirmed Weber-Stephen Products LLC's ratings including its Corporate Family Rating at Caa1, its Probability of Default Rating at Caa1-PD, and the Caa1 rating on the company's senior secured first lien credit facility. The first lien facility consists of a $300 million revolver due 2025, a $1,250 million original principal amount term loan due 2027, and a $250 million incremental term loan due 2027. Weber's Speculative Grade Liquidity ("SGL") remains SGL-4, and the outlook remains negative. "The ratings affirmation and negative outlook reflects that the new unsecured facilities provided by BDT alleviate Weber's near-term liquidity needs, particularly providing the financial flexibility to fund working capital investments ahead of the 2023 outdoor cooking season," stated Moody's AVP-Analyst Oliver Alcantara. "Next year's grilling season will be critical for the company as it works to improve its profitability towards historical levels, but headwinds negatively impacting consumer demand for outdoor grills will continue into 2023 and will make it difficult for Weber to sustainably and meaningfully improve free cash flow generation." On December 12, 2022, Weber announced [1] that it has entered into an agreement with majority shareholder BDT Capital Partners LLC (BDT) via which BDT will purchase all of the outstanding class A shares that they do not already own for $8.05 per share. The take private transaction implies an enterprise value of $3.7 billion for Weber including debt despite the significantly depressed earnings. The company anticipates the transaction will close in the first half of 2023, subject to customary closing conditions. Weber also announced that BDT managed investment funds will provide the company with an additional $350 million unsecured facility due December 31, 2023, comprised of a new $230 million unsecured revolver and a new $120 million delay draw unsecured term loan. The new unsecured facilities are not contingent on the closing of the proposed take private transaction and will bear an interest of 15.0% payable in cash or "in-kind" at Weber's election. In November 2022, BDT provided Weber with a $61.2 million unsecured term loan facility, and announced the possibility of Weber incurring an additional uncommitted incremental term loan facility of up to $150 million. The unsecured facility issued in November 2022 bears an interest rate of 12.0%, payable in cash or "in-kind" at Weber's election, and the company extended the maturity to January 29, 2028. The unsecured credit facilities and take-private transaction demonstrate ongoing financial support by the company's majority owner, BDT. The unsecured facilities also negatively increase Weber's debt load and leverage, and the company would need to materially improve its profitability and cash flow to be able to service its debt without the need for external financing. The December 2023 maturity create refinancing risk though Moody's anticipates BDT will remain supportive of Weber's liquidity if the company demonstrates progress on the operational turnaround, demand for grills stabilizes and excess inventory declines. Moody's believes Weber's 2022 earnings are below normalized levels due to cost increases and a significant overestimation of demand that contributed to elevate inventories at retailers and the company. Moody's expects Weber's earnings will improve in 2023 but that leverage will remain high. Weber's debt balance has increased to over $1.3 billion from about $616 million at the end of fiscal 2020 (ending September 30, 2020). The Caa1 rating on the company's senior secured first lien credit facility, the same as the Caa1 CFR, reflects a one notch overwrite to Moody's Loss Given Default model outcome. This reflects that Moody's believes that since the new unsecured credit facilities are provided by a majority equity holder, they are not likely to provide meaningful loss absorption cushion in the event of a default. The facilities' paid in-kind interest election and the lack of negative and financial maintenance covenants provide limited ability for the holders to affect a default until the facilities maturity. The following ratings/assessments are affected by the action: Ratings Affirmed: Issuer: Weber-Stephen Products LLC Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Senior Secured 1st Lien Bank Credit Facility, Affirmed Caa1 (LGD3) Outlook Actions: Issuer: Weber-Stephen Products LLC Outlook, Remains Negative RATINGS RATIONALE Weber's Caa1 CFR reflects its narrow product focus in the somewhat mature and discretionary outdoor grills product category, high customer concentration, and high seasonality that creates business volatility. Persistently high inflation is pressuring consumer discretionary spending and is negatively impacting consumer demand for outdoor grills with the company reporting a meaningful revenue decline in 2022. The company's profitability and credit metrics meaningfully deteriorated in 2022 driven primarily by cost inflation that is only partially offset by pricing initiatives and expense controls, and higher debt balances to cover cash flow deficits. Moody's views the company's capital structure as unsustainable at the current earnings level and the company will need to improve profitability towards historical levels to restore positive free cash flow and to sustain debt service. Weber's rating also reflects its meaningful scale with revenue over $1.5 billion, and its solid market-leading position with a large grill install base. The company benefits from its good brand recognition within the outdoor grill industry, good geographic diversification, and established ecommerce business. Weber's SGL-4 Speculative Grade Liquidity reflects its weak liquidity driven by ongoing cash flow deficits and limited covenant headroom, and the uncertainty around its ability to fund highly seasonal cash flows past the new unsecured revolver facility expiration in December 2023. Weber's ESG credit impact score is highly negative (CIS-4), mainly driven by the highly negative exposure to governance risks related to its concentrated ownership by financial sponsors, and its aggressive financial strategy which includes operating with very high financial leverage. Governance considerations also include the financial support provided by the company's sponsors via unsecured debt capital to help fund cash flow deficits and anticipated investments in seasonal working capital. The company is moderately negatively exposed to environmental and social risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects that persistently high inflation and weakening macro-economic conditions are pressuring consumer discretionary spending, and Moody's expects these pressure will persist into 2023 and will continue to negatively impact consumer demand for outdoor grills and related products. These demand headwinds will make it difficult for Weber to meaningfully improve its profitability and sustainably generate good positive free cash flow over the next 12-18 months. The new unsecured facilities December 2023 maturity provides a short timeframe for the company to execute a turnaround. The ratings could be downgraded if the risks of an event of default, including a distressed exchange increases for any reason over the next 12-18 months. The ratings could also be downgraded if the company is unable to improve its operating results and free cash flow generation in fiscal 2023, or if it is unable to have good availability under a committed multi-year revolver facility to fund seasonal cash flows past the 2023 grilling season. The ratings could be upgraded if the company improves its liquidity and credit metrics by improving earnings, maintaining good availability under a committed multi-year revolver facility, or obtaining an equity capital contribution. A ratings upgrade will also require sustained improved profitability and cash flows such that the risk of a default is lower. The principal methodology used in these ratings was Consumer Durables published in September 2021. Headquartered in Palatine, Illinois, Weber-Stephen Products LLC (Weber) is a global manufacturer, marketer and distributor of barbecue grills and accessories. Weber reported revenue for the last twelve months (LTM) period ending September 30, 2022 of approximately $1.6 billion and its largest market is the Americas. Following the August 2021 initial public offering of Weber Inc., the company remains controlled by its merchant bank financial sponsor BDT Capital Partners, LLC with more than 50% voting power. Weber Inc. is the indirect parent of Weber-Stephen Products LLC, and its shares are listed on the New York Stock Exchange under the ticker symbol "WEBR". WINESTEAD LLC: Court OKs Deal on Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Riverside Division, authorized Winestead, LLC f/k/a Orange Coast Winery, LLC to use cash collateral on an interim basis in accordance with its agreement with the U.S. Small Business Administration. Pre-petition, on April 19, 2020, the Debtor executed a U.S. Small Business Administration Note, pursuant to which the Debtor obtained a loan in the amount of $500,000. The terms of the First Note require the Debtor to pay principal and interest payments of $2,437 every month beginning 12 months from the date of the Note over the 30 year term of the First SBA Loan. The First SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. As of the Petition Date, the amount due on the First SBA Loan was $547,825. As evidenced by a Security Agreement executed on April 19, 2020 and a valid UCC-1 filing on May 5, 2020 as Filing Number 207776821797, the First SBA Loan is secured by all tangible and intangible personal property. Pre-petition, on or about July 22, 2020, Flamingo Reds, LLC executed a U.S. Small Business Administration Note, pursuant to which Flamingo obtained a loan in the amount of $150,000. The terms of the Second Note require Flamingo to pay principal and interest payments of $731 every month beginning 12 months from the date of the Note over the 30 year term of the Second SBA Loan. The Second SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. As of the Petition Date, the amount due on the Second SBA Loan was $155,139. As evidenced by a Security Agreement executed on July 22, 2020 and a valid UCC-1 filing on August 1, 2020 as Filing Number U200007532924, the Second SBA Loan is secured by all tangible and intangible personal property. The parties agreed that portions of the Personal Property Collateral constitute the cash collateral of the SBA. The SBA consents to the Debtor's continued use of cash collateral through and including February 28, 2023 for payment of the ordinary and necessary expenses as set forth in the budget. As adequate protection, SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all post-petition revenues of the Debtor to the same extent, priority and validity that its lien attached to the Personal Property Collateral. The scope of the Replacement Lien is limited to the amount (if any) that the cash collateral diminishes postpetition as a result of the Debtor's post-petition use of the cash collateral. The Debtor will remit adequate protection payments to the SBA, which will be applied pursuant to the terms of the First SBA Loan and the Second SBA Loan documents, with the first payment to be made on or before December 19, 2022 in the cumulative amount of $1,980, continuing until February 28, 2023, or further order of the Court regarding interim and/or final use of cash collateral, or the entry of an order confirming the Debtor's plan of reorganization, whichever occurs earlier. Subject to any senior liens and/or potential motions to determine the valuation of the collateral of the secured loans, which may reduce any priority claims, the SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b), 507(a)(2) and 507(b), which claim will be limited to any diminution in the value of SBA's collateral, pursuant to the SBA Loans, as a result of the Debtor's use of cash collateral on a post-petition basis. The Debtor agreed to: -- maintain insurance on the Personal Property Collateral; -- designate SBA as a loss payee or additional insured in accordance with the SBA Loans and related loan documents; and -- provide proof of insurance within seven days upon written request of the SBA. A copy of the stipulation is available at https://bit.ly/3j3iQIJ from PacerMonitor.com. A copy of the order is available at https://bit.ly/3FTlrwT from PacerMonitor.com. About Winestead LLC Winestead LLC -- https://www.orangecoastwinery.com -- d/b/a Wine Ranch Grill and Cellars, is a restaurant known for offering great lunch, dinner and brunch. Winestead LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14222) on Nov. 8, 2022. In the petition filed by Douglas G. Weins, as manager, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Judge Mark Houle oversees the case. The Debtor is represented by Robert B Rosenstein, Esq., at Rosenstein & Associates. WW INTERNATIONAL: $945M Bank Debt Trades at 43% Discount -------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 57.5 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The $945 million Term loan is scheduled to mature on April 13, 2028. The amount is fully drawn and outstanding. WW International, Inc., formerly Weight Watchers International, Inc., is a global company headquartered in the U.S. that offers weight loss and maintenance, fitness, and mindset services such as the Weight Watchers comprehensive diet program. YELLOW CORP: Eliminates CAO Position ------------------------------------ The employment of James Faught, chief accounting officer of Yellow Corporation, was terminated, effective immediately, upon the elimination of the chief accounting officer position, as disclosed by the Company in a Form 8-K filed with the Securities and Exchange Commission. According to the Company, Mr. Faught's termination was not the result of any disagreement between Mr. Faught and the Company, its management, the Company's board of directors on any matter relating to the Company's operations, policies or practices. Effective Dec. 8, 2022, in connection with the elimination of the chief accounting officer position, Daniel Olivier, age 50, the Company's chief financial officer since August 2021 (and previously the interim chief financial officer since November 2020), assumed the duties of the Company's principal accounting officer which were previously assigned to Mr. Faught in addition to his current duties as principal financial officer. No new compensatory arrangements have been entered into in connection with Mr. Olivier's assumption of the principal accounting officer role. About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corp reported a net loss of $109.1 million for the year ended Dec. 31, 2021, a net loss of $53.5 million for the year ended Dec. 31, 2020, and a net loss of $104 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $2.45 billion in total assets, $843.8 million in total current liabilities, $1.49 billion in long-term debt (less current portion), $104.5 million in pension and postretirement, $86.1 million in operating lease liabilities, $263.8 million in claims and other liabilities, and a total shareholders' deficit of $335.9 million. ZAYO GROUP: EUR750.0M Bank Debt Trades at 21% Discount ------------------------------------------------------ Participations in a syndicated loan under which Zayo Group Holdings Inc is a borrower were trading in the secondary market around 79.1 cents-on-the-dollar during the week ended Friday, December 16, 2022, according to Bloomberg's Evaluated Pricing service data. The EUR750.0 million facility is a Term loan. It is scheduled to mature on March 9, 2027. The amount is fully drawn and outstanding. Zayo Group Holdings, Inc. provides bandwidth infrastructure services. The company offers dark fiber, wavelengths, SONET, ethernet, IP, and carrier-neutral colocation and interconnection. [^] BOND PRICING: For the Week from December 12 to 16, 2022 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AMC Entertainment Holdings AMC 10.000 38.321 6/15/2026 AMC Entertainment Holdings AMC 5.750 37.716 6/15/2025 AMC Entertainment Holdings AMC 6.125 27.998 5/15/2027 AMC Entertainment Holdings AMC 5.875 25.741 11/15/2026 AMC Entertainment Holdings AMC 10.000 38.317 6/15/2026 AMC Entertainment Holdings AMC 10.000 38.592 6/15/2026 Air Methods Corp AIRM 8.000 7.999 5/15/2025 Air Methods Corp AIRM 8.000 10.208 5/15/2025 Amyris Inc AMRS 1.500 28.725 11/15/2026 Audacy Capital Corp CBSR 6.500 21.096 5/1/2027 Audacy Capital Corp CBSR 6.750 17.673 3/31/2029 Audacy Capital Corp CBSR 6.750 18.649 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bank of America Corp BAC 4.435 72.463 12/10/2058 Bed Bath & Beyond Inc BBBY 5.165 12.660 8/1/2044 Bed Bath & Beyond Inc BBBY 4.915 12.373 8/1/2034 Bed Bath & Beyond Inc BBBY 3.749 24.221 8/1/2024 Buckeye Partners LP BPL 6.375 84.862 1/22/2078 Citigroup Global Markets Holdings Inc/United States C 7.500 77.570 4/26/2032 Clovis Oncology Inc CLVS 1.250 5.050 5/1/2025 Clovis Oncology Inc CLVS 4.500 10.250 8/1/2024 Clovis Oncology Inc CLVS 4.500 10.000 8/1/2024 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 13.378 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 3.262 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.313 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 4.978 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 14.037 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 3.228 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 13.969 8/15/2026 Diebold Nixdorf Inc DBD 8.500 54.177 4/15/2024 Discovery Communications WBD 2.950 99.919 3/20/2023 Discovery Communications WBD 3.250 99.353 4/1/2023 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Transfer LP ET 6.250 87.250 N/A Envision Healthcare Corp EVHC 8.750 30.507 10/15/2026 Envision Healthcare Corp EVHC 8.750 30.559 10/15/2026 Exela Intermediate LLC / Exela Finance EXLINT 11.500 17.330 7/15/2026 Exela Intermediate LLC / Exela Finance EXLINT 10.000 64.971 7/15/2023 Exela Intermediate LLC / Exela Finance EXLINT 11.500 17.944 7/15/2026 Exela Intermediate LLC / Exela Finance EXLINT 10.000 64.971 7/15/2023 Federal Farm Credit Banks Funding Corp FFCB 0.340 99.879 12/20/2022 GNC Holdings Inc GNC 1.500 0.819 8/15/2020 GTT Communications Inc GTTN 7.875 1.250 12/31/2024 GTT Communications Inc GTTN 7.875 6.750 12/31/2024 General Electric Co GE 4.200 78.750 N/A Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 HSBC USA Inc HSBC 4.185 100.000 12/21/2022 ION Geophysical Corp IO 8.000 11.000 12/15/2025 Lannett Co Inc LCI 7.750 27.339 4/15/2026 Lannett Co Inc LCI 4.500 14.307 10/1/2026 Lannett Co Inc LCI 7.750 27.617 4/15/2026 Lightning eMotors Inc ZEV 7.500 62.409 5/15/2024 MAI Holdings Inc MAIHLD 9.500 33.479 6/1/2023 MAI Holdings Inc MAIHLD 9.500 33.479 6/1/2023 MAI Holdings Inc MAIHLD 9.500 33.479 6/1/2023 MBIA Insurance Corp MBI 15.339 9.833 1/15/2033 MBIA Insurance Corp MBI 16.006 8.585 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 94.050 10/1/2023 Macy's Retail Holdings LLC M 6.700 86.247 7/15/2034 Marathon Digital Holdings MARA 1.000 26.000 12/1/2026 Morgan Stanley MS 1.800 73.789 8/27/2036 Morgan Stanley Finance LLC MS 12.100 37.750 11/24/2023 NOA Bancorp Inc NOABAN 6.700 97.807 11/1/2028 NOA Bancorp Inc NOABAN 6.700 97.807 11/1/2028 Nasdaq Inc NDAQ 0.445 99.815 12/21/2022 National CineMedia LLC NATCIN 5.875 20.355 4/15/2028 National CineMedia LLC NATCIN 5.750 4.994 8/15/2026 National CineMedia LLC NATCIN 5.875 20.802 4/15/2028 Neiman Marcus Group LLC/The NMG 7.125 1.000 6/1/2028 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings Inc PRTY 8.750 27.471 2/15/2026 Party City Holdings Inc PRTY 6.625 10.042 8/1/2026 Party City Holdings Inc PRTY 6.125 10.111 8/15/2023 Party City Holdings Inc PRTY 8.750 27.301 2/15/2026 Party City Holdings Inc PRTY 6.625 9.640 8/1/2026 Party City Holdings Inc PRTY 6.125 9.685 8/15/2023 Party City Holdings Inc PRTY 8.061 33.956 7/15/2025 Party City Holdings Inc PRTY 8.061 33.392 7/15/2025 Pluralsight Inc PS 0.375 44.625 3/1/2024 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 37.059 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 37.224 5/15/2026 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 RumbleON Inc RMBL 6.750 31.253 1/1/2025 Sears Holdings Corp SHLD 8.000 2.250 12/15/2019 Sears Holdings Corp SHLD 6.625 1.214 10/15/2018 Sears Roebuck Acceptance SHLD 7.000 4.660 6/1/2032 Shift Technologies Inc SFT 4.750 14.578 5/15/2026 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 91.783 4/1/2023 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 92.706 4/1/2023 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 92.707 4/1/2023 TPC Group Inc TPCG 10.500 60.000 8/1/2024 TPC Group Inc TPCG 10.500 59.500 8/1/2024 Talen Energy Supply LLC TLN 6.500 46.000 6/1/2025 Talen Energy Supply LLC TLN 10.500 44.938 1/15/2026 Talen Energy Supply LLC TLN 10.500 44.941 1/15/2026 Talen Energy Supply LLC TLN 6.500 40.012 9/15/2024 Talen Energy Supply LLC TLN 10.500 44.941 1/15/2026 Talen Energy Supply LLC TLN 6.500 40.012 9/15/2024 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.875 5/15/2027 US Renal Care Inc USRENA 10.625 29.958 7/15/2027 US Renal Care Inc USRENA 10.625 29.921 7/15/2027 UpHealth Inc UPH 6.250 30.591 6/15/2026 Veeco Instruments Inc VECO 2.700 99.520 1/15/2023 WeWork Cos Inc WEWORK 7.875 46.768 5/1/2025 WeWork Cos Inc WEWORK 7.875 47.739 5/1/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 39.410 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 40.824 7/10/2025 Wells Fargo & Co WFC 4.178 97.728 12/28/2022 Wesco Aircraft Holdings WAIR 13.125 23.702 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 49.708 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 23.702 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 49.702 11/15/2024 Wilton Re Finance LLC WILTON 5.875 98.144 3/30/2033 Wilton Re Finance LLC WILTON 5.875 98.144 3/30/2033 Wilton Re Finance LLC WILTON 5.875 98.144 3/30/2033 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***