/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230123.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, January 23, 2023, Vol. 27, No. 22 Headlines 1325 LLC: Seeks Approval to Hire Joel M. Aresty as Legal Counsel 1716 R STREET: Seeks Cash Collateral Access 243 FOOD: Hires Diversified Financial Services as Accountant 303 INVESTMENTS: Gets OK to Hire Vedra Law as Litigation Counsel A CAB SERIES: Hires Larson & Zirzow as Reorganization Counsel A CAB SERIES: Seeks to Hire Rodriguez Law as Special Counsel ADAMS 3: Trustee Seeks to Hire RealMarkets as Real Estate Agent AFFINITY GAMING: S&P Raise ICR to 'B', Outlook Stable AFTERSHOCK COMICS: U.S. Trustee Appoints New Committee Member AKOUSTIS TECHNOLOGIES: To Launch Public Offering of Common Stock ALMAZ TRANSPORTATION: Hearing on Exclusivity Bid Set for Jan. 25 ALWAYS CARING: Files Amendment to Disclosure Statement AMERICAN AIRLINES: Fitch Takes Various Ratings on EETCs AUTO MONEY: Seeks to Hire Streetman Jones & Powers as Accountant B GSE GROUP: Wins Cash Collateral Access Thru Jan 31 BACKUP TECHNOLOGY: Wins Interim Cash Collateral Access BASIC WATER: Hearing on Exclusivity Bid Set for Jan. 25 BED BATH & BEYOND: Receives Notice From NASDAQ on Delayed Report BENNING MCLEAN: Seeks to Hire Re/Max as Real Estate Broker BETTER NUTRITIONALS: Hires CSA Partners as Financial Consultant BETTER NUTRITIONALS: Hires Danning Gill as Bankruptcy Counsel BETTER NUTRITIONALS: Hires Force 10 Partners as Financial Advisor BIOLASE INC: Lind Global Fund, Two Others, Report 9.9% Equity Stake BLUE DOLPHIN: Named to 2023 OTCQX Best 50 BORREGO COMMUNITY: Patient Care Ombudsman Files Second Report BRIGHTHOUSE GREEN: Seeks to Hire EmergeLaw as Legal Counsel CALCEUS ACQUISITION: S&P Upgrades ICR to 'B', Outlook Stable CARVANA CO: Adopts Tax Asset Preservation Plan CARVANA CO: Baillie Gifford Holds 13.37% of Class A Shares CARVANA CO: Unit Amends MPSA to Extend Commitment Termination Date CC HILLCREST: Seeks to Hire Cook Keith & Davis as Special Counsel CELSIUS NETWORK: Seeks to Hire Fischer as Special Counsel CENTER CITY HEALTHCARE: Taps SSG Advisors, Newmark as Brokers CLEAN ENERGY: Effects 1-for-40 Reverse Stock Split CLEAN HARBORS: S&P Affirms 'BB+' LT Issuer Credit Rating CRESTWOOD HOSPITALITY: Gets Ok to Hire Josephs Appraisal Group CRYPTO CO: Borrows $79,250 From 1800 Diagonal DACO CONSTRUCTION: Exclusivity Period Extended to Feb. 8 DEVILLE CORP: U.S. Trustee Unable to Appoint Committee DIGIPATH INC: Incurs $2.1 Million Net Loss in FY Ended Sept. 30 E-BOX LLC: Gets More Time for Bankruptcy Plan EQUISEK INC: Case Summary & 11 Unsecured Creditors EXELA TECHNOLOGIES: Unit Fails to Pay Semi-Annual Interests on Note FARADAY FUTURE: Plans to Relocate Future China HQ to Huanggang City FENIX GROUP: Files Emergency Bid to Use Cash Collateral FIRST PREMIER: Case Summary & Eight Unsecured Creditors FROZEN WHEELS: Seeks to Hire Nusinov Smith as Litigation Counsel GENESIS GLOBAL: Case Summary & 50 Largest Unsecured Creditors GENESIS GLOBAL: Files Chapter 11 With Dual-Track Plan GENESIS GLOBAL: Files for Chapter 11 Amid Cash Woes, Ties to FTX GENESIS GLOBAL: Silvergate Says Deposits at Less Than $2.5 Million GENESIS GLOBAL: Tokens.com Says Exposure Only 3.1% of Total Assets GOLDEN KEY: Case Summary & 20 Largest Unsecured Creditors GREENIDGE GENERATION: Faces $4M Suit Over Securities Act Violation GREER TRANSPORT: Case Summary & 20 Largest Unsecured Creditors GRILLNETICS LLC: Case Summary & 20 Largest Unsecured Creditors GROWLIFE INC: Sells $88,200 Promissory Note to 1800 Diagonal GUNTHER CHARTERS: Case Summary & 20 Largest Unsecured Creditors HERITAGE COMMUNITY OF KALAMAZOO: Fitch Affirms IDR at 'BB' HI-POINT CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors HOUSTON HOME: Seeks to Tap Pendergraft & Simon as Legal Counsel HUNTER DOUGLAS: S&P Downgrades ICR to 'B' on Increasing Leverage IBIO INC: Chief Financial Officer Resigns INDIGO PALMS: No Resident Complaints, 4th PCO Report Says INSULATION COATINGS: Unsecureds Will Get 5% of Claims in Plan JOHNSON GAS: Seeks to Hire Grillo Law as Bankruptcy Counsel KABBAGE INC: Amends Reserve Bank Claims Pay Details L'ADRESSE LLC: Seeks to Hire Berger Fischoff as Legal Counsel LEARFIELD COMMUNICATIONS: S&P Cuts ICR to 'CCC-', Outlook Negative LEGENDS HOSPITALITY: Fitch Affirms B- LongTerm IDR, Outlook Stable LEXARIA BIOSCIENCE: Posts $1.8 Million Net Loss in First Quarter LIFE TIME: S&P Upgrades ICR to 'B-', Outlook Positive MADJAK LLC: Amends Williamson County & IRS Secured Claims Pay MAGNOLIA OFFICE: Amends Plan to Include HIF V Lenders Secured Claim MAGNOLIA OFFICE: Seeks to Hire Fisher Auction as Auctioneer MARY A II: Committee Seeks to Hire Boyle & Drake as Appraiser MATCON CONSTRUCTION: Voluntary Chapter 11 Case Summary MESO DELRAY: Unsecureds Owed $2M to Recover 10.12% in Plan MILLION DOLLAR SMILE: Seeks to Hire Fox Law as Bankruptcy Counsel MILLION DOLLAR SMILE: Seeks to Tap Lucove Say & Co as Accountant MOVIA ROBOTICS: Seeks Cash Collateral Access MYOMO INC: Hewlett Fund Has 7.17% Equity Stake as of Jan. 17 NATIONAL CINEMEDIA: Amends Credit Pacts With JPMorgan, Wilmington NCL CORP: S&P Assigns 'BB-' Rating on New $500MM Sr. Secured Notes NEONODE INC: Forsakringsaktiebolaget Has 10.06% Stake as of Jan. 17 NEOVASC INC: Inks US$100M Acquisition Deal With Shockwave Medical NEXTPLAY TECHNOLOGIES: Posts $3.2 Million Net Loss in Third Quarter NEXTPLAY TECHNOLOGIES: Recent Business Deals Delay 10-Q Filing NUOVO CIAO-DI: Case Summary & Eight Unsecured Creditors OCEAN POWER: All Five Proposals Passed at Annual Meeting PACESETTER MANUFACTURING: Taps Bankruptcy Legal Center as Counsel PALMETTO SCHOLARS: S&P Lowers 2015A Revenue Bonds Rating to 'BB' PARTY CITY: S&P Downgrades ICR to 'D' on Bankruptcy Filing PAYROLL MANAGEMENT: Amends Okaloosa County Secured Claims Pay PETSMART LLC: S&P Upgrades ICR to 'B+' on Resilient Performance PHILUX GLOBAL: Extends Stock Transfer Deal Closing Date to Jan. 31 POLERCOASTER LLC: Seeks to Hire Morgan & Morgan as Counsel QUANERGY SYSTEMS: Seeks to Hire Seward & Kissel as Special Counsel QUANTUM SOURCE: Unsecureds Will Get 20% of Claims over 5 Years QUOTIENT LTD: Gets OK to Hire Kroll Restructuring as Claims Agent QUTOUTIAO INC: Receives Non-Compliance Notice From Nasdaq QUTOUTIAO INC: Shandong Haoxin Replaces PwC as Auditor RALSTON, NE: S&P Raises LT GO Debt Rating to 'BB+', Outlook Stable REPLICEL LIFE: Receives $842K Gross Proceeds From Private Placement SANUWAVE HEALTH: Manchester Management Has 7.1% Stake as of Nov. 14 SAVAGE ENTERPRISES: S&P Alters Outlook to Stable, Affirms BB- ICR SEMILEDS CORP: Extends Maturities of $3.2M Loans to January 2024 SILVERADO STREET: Case Summary & One Unsecured Creditor STIMWAVE TECHNOLOGIES: $124M Sale to Kennedy Lewis to Fund Plan STRUCTURAL TECHNOLOGY: Gets OK to Hire Guidant Law as Counsel TANDEM REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors TENTRR INC: Seeks to Hire The Rosner Law Group as Local Counsel TENTRR INC: Taps Mayerson and Hartheimer as Bankruptcy Counsel TENTRR INC: Taps Omni Agent Solutions as Administrative Agent TRANS-LUX CORP: Gabelli Equity Has 11.9% Stake as of Dec. 31 TRANSOCEAN LTD: Unit Launches Private Offering of $1.175BB Notes TRAPP TREE: Seeks Approval to Hire Barr Law as Bankruptcy Counsel TROIKA MEDIA: Blue Torch Extends Limited Waiver Until Jan. 31 U.S. RADIOLOGY: S&P Alters Outlook to Stable, Affirms 'B-' ICR US THRILLRIDES: Seeks to Tap Morgan & Morgan as Legal Counsel USA ROOFING: Seeks to Hire Baker & Associates as Legal Counsel USA ROOFING: Seeks to Hire Calico Bookkeeping as Accountant VA TECHNOSOLUTIONS: Seeks to Hire Kiem Law as Bankruptcy Counsel VINTAGE FOOD: Unsecureds to Recover 10% via Quarterly Payments VITAL PHARMACEUTICALS: Taps Sanchez Fischer as Special Counsel WINC INC: FedEx Steps Down as Committee Member XTRA INC: U.S. Trustee Unable to Appoint Committee YUNHONG CTI: Expects to Receive Notice of Compliance From Nasdaq [^] BOND PRICING: For the Week from Jan. 16 to 20, 2023 ********* 1325 LLC: Seeks Approval to Hire Joel M. Aresty as Legal Counsel ---------------------------------------------------------------- 1325, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire the law firm of Joel M. Aresty, P.A. as its legal counsel. The firm's services include: (a) advising the Debtor regarding its powers and duties and the continued management of its business operations; (b) advising the Debtor regarding its responsibilities in complying with the U.S. trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) preparing legal documents; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm will bill at $440 per hour, plus costs, against retainer. The Debtor agreed to pay the sum of $5,000 as compensation for the firm's services. Joel Aresty, Esq., disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joel M. Aresty, Esq. Joel M. Aresty, P.A. 309 1st Ave S Tierra Verde FL 33715 Tel: (305) 904-1903 Fax: (800) 899-1870 Email: Aresty@Mac.com About 1325 LLC 1325, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10031) on Jan. 4, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Robert A Mark presides over the case. Joel M. Aresty, Esq. at Joel M. Aresty, P.A. presides over the case. 1716 R STREET: Seeks Cash Collateral Access ------------------------------------------- 1716 R Street Flats LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Colombia for authority to use cash collateral and provide adequate protection. The Debtors require the use of cash collateral to operate their businesses, meet their obligations and preserve property. The Debtors are each District of Columbia limited liability companies which own real estate in the District of Columbia. There are six Debtors that own properties with tenants that generate rents, and six Debtors that own vacant properties in various states of construction. Each of the six properties with tenants is pledged to a bank or other traditional lender. The rents from each tenanted property are generally sufficient to pay the expenses of the tenanted property and interest to the applicable banks. It is asserted that the Debtors have pledged their rents to the Traditional Lenders via various assignments of rents. The Debtors and their Traditional Lenders are: Debtor Asserted Entity Lender Balance Owed ------ ------ ------------ The Z Flats Trustar $1,439,611 1601 17th Place FVC Bank $779,693 Lauravin Luxury Arbor Commercial $1,550,963 Apartment Homes Funding I, LLC 1616 27th Street Forbright Bank $2,594,665 The Lerae Towers Main Street Bank $1,326,240 4649 Hillside Road Sandy Spring Bank $948,724 Each of the vacant properties has two loans with WCP Fund I, LLC. The first loan only encumbers the vacant properties, while each of the second loans is cross collateralized with one of the tenanted properties. It is asserted that the Debtors have also pledged their rents to WCP. Insofar as the Banks assert a first priority lien on the Debtor's cash and cash equivalents, the Debtor submits that it is not required at the present time to make adequate protection payments to WCP in and to the cash collateral. As adequate protection, the Debtors propose to grant Traditional Lenders s a replacement lien on the same assets and in the same priority and extent of their Alleged Prepetition Liens and make adequate protection payments. A copy of the motion is available at https://bit.ly/3kuMEyx from PacerMonitor.com. About 1716 R Street Flats LLC 1716 R Street Flats LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 23-00017) on January 16, 2023. In the petition signed by Richard Cunningham, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Justin P. Fasano, Esq., at McNamee Hosea, PA, represents the Debtor as legal counsel. 243 FOOD: Hires Diversified Financial Services as Accountant ------------------------------------------------------------ 243 Food, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Diversified Financial Services as its accountants. The firm will render these services: a. assist in preparing monthly operating reports; b. assist in analyzing and objecting to claims; and c. prepare tax returns. The firm will be paid at these rates: Moe Ali, Partner $300 per hour Senior Accountants $175 per hour Bookkeeper $85 per hour As disclosed in court filings, Diversified Financial Services is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Moe Ali, CPA Diversified Financial Services 14010 Fnb Pkwy Ste 400 Omaha, NE 68154 Phone: (402) 964-8050 About 243 Food 243 Food, LLC operates a retail supermarket in Rosedale, N.Y. 243 Food sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42912) on Nov. 22, 2022. In the petition signed by its manager, Mazen A. Dayem, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Marc A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP is the Debtor's legal counsel. 303 INVESTMENTS: Gets OK to Hire Vedra Law as Litigation Counsel ---------------------------------------------------------------- 303 Investments, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Vedra Law LLC as its special litigation counsel. The firm will represent the Debtor in the adversary proceeding MS Man Debt LLC v. 303 Investments, Inc. et al, Adversary Proceeding No. 22-1303. Dan Vedra, Esq., owner of Vedra Law, will provide the services contemplated in this application. He will charge $200 per hour for his services. Mr. Vedra assured the court that his firm does not represent of hold any interest adverse to the Debtor or to the estate. The firm can be reached through: Dan Vedra, Esq. Vedra Law LLC 1444 Blake Street Denver, CO 80202 Phone: (303) 937-6540 About 303 Investments 303 Investments, Inc., a company in Parker, Colo., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-14267) on Nov. 1, 2022, with $10 million to $50 million in assets and $500,000 to $1 million in liabilities. Alison Goldenberg has been appointed as Subchapter V trustee. Judge Joseph G. Rosania, Jr. oversees the case. The Debtor is represented by Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C. A CAB SERIES: Hires Larson & Zirzow as Reorganization Counsel ------------------------------------------------------------- A Cab, Series L.L.C. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Larson & Zirzow, LLC as its general reorganization counsel. The firm will render these legal services: (a) prepare on behalf of the Debtor, as debtor in possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's bankruptcy estate; (b) take all necessary or appropriate actions in connection with a plan of reorganization and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; (c) take all necessary actions to protect and preserve the Debtor's estate, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Case. The hourly rates of the firm's counsel and staff are as follows: Matthew C. Zirzow, Attorney $600 per hour Carey Shurtiff, Paralegal $220 per hour The firm received from the Debtor a retainer of $30,000. In addition, the firm will seek reimbursement for expenses incurred. Matthew Zirzow, Esq., an attorney at Larson & Zirzow, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. Larson & Zirzow, LLC 850 E. Bonneville Ave. Las Vegas, NE 89101 Telephone: (702) 382-1170 Facsimile: (702) 382-1169 Email: mzirzow@lzlawnv.com zlarson@lzlawnv.com About A CAB Series A CAB Series LLC -- https://www.acablv.com/ -- offers cab services in Las Vegas, Nevada. A CAB Series LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-14361) on Dec. 12, 2022. In the petition filed by Creighton J. Nady, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by Matthew C. Zirzow, Esq. at Larson & Zirzow, LLC. A CAB SERIES: Seeks to Hire Rodriguez Law as Special Counsel ------------------------------------------------------------ A Cab, Series L.L.C. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Rodriguez Law Offices, P.C. as its special counsel. The firm will continue to represent the Debtor in its pending litigations, as follows: a. District Court Case A-12-669926-C, Murray, individually and on behalf of others similarly situated v. A Cab Taxi Service LLC, et al.; b. District Court Case A15-721063-C, Dubric v. A Cab, et. al.; and c. District Court Case A-19-790884-C, Murray v. A Cab, Nady family, et al. The principal attorney anticipated to work on this matter is Esther C. Rodriguez, Esq. whose hourly rate is $375 per hour. Rodriguez Law does not hold or represent any interest adverse to Debtor’s estate with respect to the specified matters on which it is to be employed, according to court filings. The firm can be reached through: Esther C. Rodriguez, Esq. Rodriguez Law Offices, P.C. 10161 Park Run Drive, Suite 150 Las Vegas, Nevada 89145 Tel: 702-320-8400 Fax: 702-320-8401 Email: info@rodriguezlaw.com About A CAB Series A CAB Series LLC -- https://www.acablv.com/ -- offers cab services in Las Vegas, Nevada. A CAB Series LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-14361) on Dec. 12, 2022. In the petition filed by Creighton J. Nady, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by Matthew C. Zirzow, Esq. at Larson & Zirzow, LLC. ADAMS 3: Trustee Seeks to Hire RealMarkets as Real Estate Agent --------------------------------------------------------------- Bradley Jones, the Chapter 11 trustee for Adams 3, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Stephen Karbelk, a real estate agent at RealMarkets. The trustee requires a real estate agent to market and sell the Debtor's property located to 2406-2410 18th Street, N.W., Washington, D.C. RealMarkets will get a 5 percent commission from the sale. As disclosed in court filings, RealMarkets neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Stephen Karbelk RealMarkets Century 21 Commercial New Millennium 20405 Exchange Street Suite 221 Ashburn, VA 20147 Tel: 571-481-1037 Email: stephen@realmarkets.com About Adams 3 LLC Adams 3, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.C. Case No. 22-00205) on Nov. 1, 2022, with between $1 million and $10 million in both assets and liabilities. Napoleon Ibiezugbe, as officer, signed the petition. Judge Elizabeth L. Gunn oversees the case. Frank Morris, II, Esq., at the Law Office of Frank Morris, II and Comprehensive Business of Northern Virginia, LLC serve as the Debtor's legal counsel and accountant, respectively. Bradley D. Jones is the Chapter 11 trustee appointed in the Debtor's case. The trustee is represented by Bradley D. Jones, Esq., at Odin, Feldman & Pittleman, P.C. AFFINITY GAMING: S&P Raise ICR to 'B', Outlook Stable ----------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Affinity Gaming to 'B' from 'B-'. S&P also raised all issue-level ratings one notch, in line with the raised issuer credit rating. The stable outlook reflects S&P's expectation that Affinity will maintain S&P Global Ratings-adjusted debt leverage below its 6.5x downgrade threshold and EBITDA interest coverage above 2x. S&P said, "We believe that Affinity's financial policy is currently in line with our expectations for the rating and its capital structure reduces cash flow volatility. The rating incorporates our expectation that Affinity will likely distribute its excess cash to its financial sponsor in the first half of 2023. Affinity received approval in December 2022 from The Nevada Gaming Commission (NGC) for a dividend to shareholders of up to $175 million and must complete it within six months. Given the company's financial sponsor ownership, we do not net the company's currently sizable excess cash against debt in calculating credit measures. Therefore, we view the likely distribution as leverage neutral. In addition, the dividend approval is conditioned on the distribution being funded from excess cash flow, and not from debt. We view the restriction on a debt-financed dividend payment by the NGC favorably. Furthermore, we believe the company's use of a substantial portion of its excess cash reduces the likelihood of significant additional dividends over the next few years and the requirement to secure regulatory approval for large dividends reduces the risk that Affinity's sponsor could incur incremental debt for shareholder returns. "Furthermore, management has established a disciplined acquisition track record. Therefore, we believe it is unlikely that Affinity will increase leverage beyond 6.5x on a pro forma basis in the near term. In addition, in a rising interest rate environment, the company's predominantly fixed-rate capital structure, with a secured note maturing in 2027, reduces cash flow volatility and uncertainty. This, combined with relatively modest capital spending needs, supports good free operating cash flow generation. "Solid performance in 2022 was in line with our expectations for EBITDA to decline from unusually strong 2021 levels but to remain better than pre-pandemic levels in 2019 on a same-store basis.Affinity's operating performance in 2022 was in line with our previous base case expectation that EBITDA would decline 10%-20% year over year. We believe 2021 revenue was buoyed by a lack of many travel and leisure alternatives, consumers' accumulated savings, and government stimulus funds. In addition, Affinity experienced very strong demand at its Missouri casinos in 2021 during periods when the Illinois gaming market was closed or severely restricted, which we did not believe would be sustainable. Further, Affinity, like many commercial casino operators, realized strong EBITDA margin improvement in 2021 from cost-cutting actions taken over the course of 2020, and a mix shift to higher-margin gaming revenue. Affinity was able to maintain most operating efficiencies achieved during the pandemic, which led to adjusted last 12 months (LTM) EBITDA margins of about 30% as of Sept. 30, 2022, about 750 basis points higher than 2019. However, EBITDA margins, as expected, declined about 600 basis points compared with the same LTM period in 2021, due to a full year of the lower-margin digital business acquired in the middle of 2021 and upward pressure on wages. As a result, Affinity's adjusted leverage increased to about 6x as of Sept. 30, 2022, compared with about 5.3x at the end of 2021, an unusually strong period for regional gaming. This increase in leverage was incorporated into our base case assumptions when we revised our rating outlook to positive in February 2022 and provides some cushion to our 6.5x upgrade threshold." Affinity remains vulnerable to EBITDA volatility from event risks and competition. As of Sept. 30, 2022, Affinity has about a half a turn of cushion relative to S&P's 6.5x threshold, which supports the upgrade and provides some flexibility for the company to absorb some EBITDA volatility over time. Affinity is somewhat vulnerable to the negative impact of adverse weather, and particularly flooding, given the location of its St. Jo Frontier casino on the Missouri River, and the company's Mark Twain casino location, near the Mississippi River, in Missouri. In 2019, revenue and EBITDA were negatively affected by flooding on the Missouri River that resulted in the temporary closure of, and damage to, the St. Jo Frontier property in Missouri. S&P said, "Furthermore, while our base case incorporates a shallow recession in 2023, a deeper or more prolonged economic decline could result in 2023 EBITDA that is lower than our expectations. Historically, regional gaming operators, such as Affinity, have not experienced severe declines during recessions because these properties rely on customers who live in the area and drive to the properties. With fewer discretionary dollars, customers may opt to stay closer to home rather than travel to destination casinos, benefitting local and regional properties. In addition, we believe Affinity's Silver Sevens property in Las Vegas is vulnerable to volatility from indirect competition from Las Vegas Strip properties. Given Silver Sevens targets value-oriented customers, we believe that in periods when Las Vegas Strip properties discount rooms, the Silver Sevens property becomes less attractive to its target customer base and its cash flow can be negatively affected. Although destination markets like Las Vegas tend to be more volatile in a downturn than regional gaming markets, acceleration in convention and group business and a favorable event calendar in 2023 could partly replace a moderation in leisure demand. "The stable outlook reflects our expectation that Affinity will maintain S&P Global Ratings-adjusted debt leverage below our downgrade threshold of 6.5x and EBITDA interest coverage above 2x. "We could lower the rating if Affinity sustained S&P Global Ratings-adjusted debt leverage above 6.5x and adjusted EBITDA coverage fell below 2x. "This could occur if an adverse event forced a sustained closure at one of its casinos or if the likely recession forecast in our base case were deeper or longer than expected. "While less likely in the near term, a debt-financed acquisition could erode credit measures on a pro forma basis, which is not aligned with our understanding of the company's current financial policy. "We could raise the rating if we believed debt leverage would remain lower than 5x, a scenario we view as unlikely in the near term given our forecast EBITDA growth of flat to low-single digit over the next few years and our expectation of the company's financial policy given its financial sponsor owner." ESG credit indicators: E-2, S-3, G-3 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of Affinity as reflected in revenue declines during the pandemic. Despite impaired revenue and cash flow in 2020 from casino closures and subsequent operating and capacity restrictions, regional casino operators such as Affinity Gaming recovered strongly. Nonetheless, while we view the pandemic as a rare and extreme disruption unlikely to recur at the same magnitude, safety and health scares are an ongoing risk. Affinity is also exposed to social risks because gaming is highly regulated. Governance factors are also a moderately negative consideration. Our assessment of Affinity's financial risk profile as highly leveraged reflects corporate decision making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects generally finite holding periods and a focus on maximizing shareholder returns." AFTERSHOCK COMICS: U.S. Trustee Appoints New Committee Member ------------------------------------------------------------- The U.S. Trustee for Region 16 appointed Jupiter Entertainment, LLC as new member of the official committee of unsecured creditors in the Chapter 11 case of Rive Gauche Television, an affiliate of AfterShock Comics, LLC. As of Jan. 18, the members of the committee are: 1. Indigo Films Entertainment Group 3001 Bridgeway, Suite K. #374 Sausalito, CA 94965 Attention: David Frank Tel: 415-444-1700 Email: dfrank@indigofilms.com 2. Lower Canada Productions Inc. 468 Queen St. East, Suite 301 Toronto, Ont., Canada M5A IT7 Attention: Martin Katz Tel: (416) 926-0853 Email: Martin.katz@prosperopictures.com 3. Ottera, Inc. 13836 Gilmore St. Van Nuys, CA 91401 Attention: Brendan Pollitz Tel: 707-263-0123 Email: brendan@ottera.tv 4. Jupiter Entertainment, LLC 8923 Linksvue Dr. Knoxville, TN 37922 Attention: Beverly Rice Tel: 646-473-5490 Email: beverly@jupiterent.com About AfterShock Comics AfterShock Comics, LLC -- https://Aftershockcomics.com -- is an American comic book publisher launched in 2015. The company is based in Sherman Oaks, Calif. AfterShock Comics and affiliate Rive Gauche Television filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. Lead C.D. Calif. Case No. 22-11456) on Dec. 19, 2022. Judge Martin R. Barash oversees the cases. At the time of the filing, AfterShock Comics reported $10 million to $50 million in both assets and liabilities while Rive Gauche reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtors are represented by David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P. The U.S. Trustee for Region 16 appointed two separate committees to represent unsecured creditors in the Chapter 11 cases of AfterShock Comics, LLC and Rive Gauche Television. AKOUSTIS TECHNOLOGIES: To Launch Public Offering of Common Stock ---------------------------------------------------------------- Akoustis Technologies, Inc. announced it intends to offer and sell shares of its common stock in an underwritten public offering. Akoustis expects to grant the underwriter a 30-day option to purchase additional shares of common stock sold in the offering solely to cover over-allotments. The offering is subject to market and other conditions, and there can be no assurance as to whether or when such offering may be completed, or as to the actual size or terms of such offering. Certain of the Company's directors and officers have indicated an intent to purchase shares of common stock in the offering. Akoustis intends to use the net proceeds from the proposed offering to fund operations and the growth of its business, including for capital expenditures, working capital, research and development, servicing its outstanding debt, potential strategic transactions and for other general corporate purposes. B. Riley Securities, Inc. is acting as sole book-running manager for the offering. Craig-Hallum Capital Group LLC and Roth Capital Partners are acting as co-managers. A shelf registration statement relating to the shares of common stock to be issued in the proposed offering was filed with the Securities and Exchange Commission and is effective. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. The shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may be obtained, when available, from B. Riley Securities, Inc., 1300 17th Street North, Suite 1300, Arlington, VA 22209, by telephone at (703)-312-9580 or by email at prospectuses@brileyfin.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov. About Akoustis Technologies Headquartered in Huntersville, NC, Akoustis Technologies, Inc. is focused on developing, designing, and manufacturing innovative RF filter products for the mobile wireless device industry, including for products such as smartphones and tablets, cellular infrastructure equipment, and WiFi premise equipment. Akoustis reported a net loss of $59.19 million for the year ended June 30, 2022, a net loss of $44.15 million for the year ended June 30, 2021, a net loss of $36.14 million for the year ended June 30, 2020, and a net loss of $29.25 million for the year ended June 30, 2019. As of Sept. 30, 2022, the Company had $144.66 million in total assets, $57.97 million in total liabilities, and $86.68 million in total stockholders' equity. ALMAZ TRANSPORTATION: Hearing on Exclusivity Bid Set for Jan. 25 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on Jan. 25 to consider the motion filed by Almaz Transportation, Inc. to extend the time it can keep exclusive control of its Chapter 11 case. The motion seeks to extend the company's exclusivity period to file a Chapter 11 plan of reorganization to June 21. Almaz will use the extension to reach an agreement with the NYS Department of Health Medical Financial Mgmt and obtain court approval of the agreement before it files its bankruptcy plan. About Almaz Transportation Almaz Transportation, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42027) on Aug. 25, 2022. In the petition signed by Yefim Sabler, president, the Debtor disclosed under $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC as its counsel and Wisdom Professional Services Inc. as accountant. ALWAYS CARING: Files Amendment to Disclosure Statement ------------------------------------------------------ Always Caring Health Care Services, Inc., submitted a First Amended Disclosure Statement and accompanying Plan of Reorganization dated January 17, 2023. ACHCS' Plan is based on future income from business operations as the source of revenue for payment of Allowed Claims. Claims will be paid as required by the Code or as agreed to by creditor(s) consensually. ACHCS' Management and Future Compensation to Executive and Managerial Employees: * Magdalene Ullrich-Allen ("Ms. Ullrich-Allen") has managed daily operations since the Petition Date and has 29 years managing ACHCS in this position. Ms. Ullrich-Allen receives an annual salary of $108,140. * J. Thomas Ullrich ("Mr. Ullrich") has managed daily operations since the Petition Date and has years serving ACHCS in this position. Mr. Ullrich is the brother of Ms. Ullrich-Allen and receives an annual salary of $75,455. * Rose Marie Ullrich ("Mrs. Ullrich") works in the position of Administrative Assistant, is the wife of Mr. Ullrich, and receives an annual salary of $55,488.00. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 5 consists of General Unsecured Claim of the Department of Labor. The General Unsecured Claim of the DOL in the amount of $117,395.93 will be paid in 36 monthly installments with interest at 5.25% in the amount of $3,531.65 commencing on the Effective Date. The $3,531.65 monthly payment includes interest. * Class 6 consists of General Unsecured Claim – Department of Labor - Liquidated Damages & General Unsecured Claim of the IRS. There are different types of Unsecured Claims because these claims may arise from distinct events, legal instruments, agreements with Secured Creditors, and Secured Creditors whose liens are valued at $0.00. Class 6 shall not receive any distributions under the Plan. * Class 7 consists of the Equity Holder of ACHCS, Magdalene Ullrich-Allen who will retain her equity interest in ACHCS. The Plan is based on the future earnings of ACHCS and it will commit this revenue to funding the Plan. The Order Conditionally Approving Disclosure Statement fixes April 13, 2023 at 10:00 a.m. in the Courtroom of the Honorable H. Christopher Mott, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Western District of Texas, El Paso Division, 511 E. San Antonio, Ave., 4th Floor, El Paso, Texas 79901, as the date, time, and place for a hearing on Confirmation of the Plan. The Bankruptcy Court has scheduled March 31, 2023 at 5:00 P.M. as the Voting Deadline. A full-text copy of the First Amended Disclosure Statement dated January 17, 2023 is available at https://bit.ly/3J3oaqw from PacerMonitor.com at no charge. Counsel for the Debtor: Carlos A. Miranda, Esq. Carlos G. Maldonado, Esq. MIRANDA & MALDONADO, P.C. 5915 Silver Springs, Bldg. 7 El Paso, TX 79912 Tel: (915) 587-5000 Fax: (915) 587-5001 E-mail: cmiranda@eptxlawyers.com About Always Caring Health Care Services Always Caring Health Care Services, Inc. filed a petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 22-30120) on Feb. 18, 20212, listing up to $50,000 in assets and up to $10 million in liabilities. J. Thomas Ullrich, authorized representative, signed the petition. Judge H. Christopher Mott oversees the case. The Debtor tapped Miranda & Maldonado, PC, as legal counsel. AMERICAN AIRLINES: Fitch Takes Various Ratings on EETCs ------------------------------------------------------- Fitch Ratings, on Jan. 17, 2023, downgraded American Airlines 2014-1, 2013-1, and former US Airways 2012-2 class A certificates primarily driven by sustained weakness in widebody valuations for the 777-300ER and A330-200 that drive loan-to-values (LTVs) higher. Fitch has also upgraded American Airlines' 2017-1 and 2017-2 class B certificates as a result of a strong recovery prospect assessment, and affirmed American's remaining EETC ratings. The LTV ratios for American's remaining EETC transactions have been largely stable since Fitch's prior review, collateral coverage remains adequate to pass the relevant stress scenarios supporting the current senior tranche ratings. Subordinate tranche ratings have been affirmed reflecting no change to Fitch's assessment of the likelihood of affirmation since the prior rating review. Expected affirmation and liquidity features continue to support existing subordinated tranche notching from American's 'B-' Issuer Default Rating (IDR). KEY RATING DRIVERS Aircraft Tier and Stress Update: Fitch has reclassified several aircraft types included in American Airlines' EETC transactions as part of a regular review of its aircraft tier classifications. Two aircraft types that move downward are E175 (from Tier 1 to Tier 2) and A330 (from Tier 2 to Tier 3). Accordingly, Fitch has increased the 'A' level stress test from 30% to 35% for the E175 and from 40% to 50% for A330-200. Fitch typically considers the A330-200 powered by Trent engines such as those in American Airlines transactions as Tier 2; however, since they are currently placed in long-term storage, Fitch opts for Tier 3 to account for negative value impacts. The 777-300ERs remain a Tier 2 aircraft. Fitch has increased its value stresses on the 777-300ER aircraft from 30% to 35%, representing mid-range for Tier 2 due to lingering impact on long-haul travel. Fitch has also reduced 'A' level stress for 737 Max 8 from 25% to 20% due to a quick rebound in activity and a large order book since its recertification. Fitch made a downward adjustment to the base values used in its EETC models for the 777-300ER and A330 to account for one appraisal firm whose values were notably above estimates provided by peers. Accounting for this adjustment, 777-300ER values declined by between 13.0% to 16.3% from Fitch's prior review and A330 values declined by between 10%-15.5% from prior review. Class AA Affirmations: Both American's 2017-2 and 2017-1 class AA certificates remain well overcollateralized and retain a large amount of headroom within Fitch's 'A' category stress test. The transaction are capped at 'A+' as Fitch's EETC criteria stipulate that senior tranches are unlikely to be rated in the 'AA' category when issuers are rated 'B-' or below. Class A Downgrades: The ratings downgrades for American's 2014-1 and 2013-1 class A certificates were largely driven by exposure to the 777-300ER for which Fitch has increased the stress rate and adjusted values downward. Values for the aircraft remain soft reflecting lingering pressures from the pandemic along with the high reconfiguration costs necessary when transitioning 777s between operators. The 2014 transaction no longer passes Fitch's 'A' or 'BBB' level stress tests; it passes the 'BB' and is assigned one notch up from mid point due to its strong affirmation factor. The rating achieved through a bottom up approach by notching from American's 'B-' IDR could also yield a 'BB+' rating. Similarly, recovery prospects for the 2013-1 class A certificates have weakened, driving a one notch downgrade. The downgrade of the US Airways' 2012-2 transaction reflects weakening collateral coverage driven by more conservative assumptions on stress rates and valuations for the A330s in the portfolio, which are currently in long-term storage. The transaction continues to pass Fitch 'A' level stress test with limited headroom, with heavy reliance on the value of the A321s in the pool. Class A Affirmations: Fitch has affirmed American's class A certificates for the 2021-1, 2017-2, 2017-1 transactions and US Airways' LCC 2013-1, and LCC 2012-1 transactions. The 2021-1, LCC 2013-1 and LCC 2012-1 have ample headroom within the 'A' level stress. Meanwhile, American's 2017-2 and 2017-1 pass with less robust headroom due to Fitch's additional stress on the E175s.The 2017-2 and 2017-1 collateral pool consists of young and in demand aircraft, which Fitch believes will support stability in LTV and the rating in the near term. Fitch has also affirmed American's 2015-1 class A certificates. The 2015-1 transaction no longer passes its 'A' or 'BBB' level stress tests given the decline in 777-300ERs values since the COVID-19 pandemic. The transaction passes the 'BB' stress with limited headroom. In a case the senior tranches fail the 'BB' stress, the rating is achieved through a bottom up approach. The 2015-1 class A certificates could likely be supported by a five notch upgrade (Affirmation +3, LF +1, Recovery +1) from American 'B-' IDR, which would also yield a rating of 'BB+'. LTV Summary: AAL 2021-1 class A: Base Case - 55%, 'A' Stress Case - 80% AAL 2017-2 class AA: Base Case - 41%, 'A' Stress Case - 66% AAL 2017-2 class A: Base Case - 60%, 'A' Stress Case - 91% AAL 2017-1 class AA: Base Case - 42%, 'A' Stress Case 70% AAL 2017-1 class A: Base Case - 62%, 'A' Stress Case - 97% AAL 2015-1: Base Case - 70%, 'BB' Stress Case - 100% AAL 2014-1: Base Case - 67%, 'BB' Stress Case - 95% AAL 2013-1: Base Case - 79%, 'BB' Stress Case - 114% LCC 2013-1: Base Case - 53%, 'A' Stress Case - 81% LCC 2012-2: Base Case - 59%, 'A' Stress Case - 100% LCC 2012-1: Base Case - 44%, 'A' Stress Case - 65% Subordinated tranche ratings: Fitch notches subordinated tranche EETC ratings from the airline IDR based on three primary variables: 1) the affirmation factor (0-3 notches); 2) the presence of a liquidity facility; (0-1 notch); and 3) recovery prospects (0-1 notch). Class B Upgrades: Fitch has upgraded the 2017-1 and 2017-2 class B certificates. Fitch has assigned a one notch uplift for the transactions' strong recovery prospects. Additionally, the collateral pools include in-demand aircraft such as 737 MAX 8, A321, and 787s, for which Fitch expects to see stable values in the near term given the global recovery in air traffic. Class B Affirmations: Fitch has affirmed the 2021-1 and 2015-1 class B certificates. The 2021 transaction is rated one-notch higher than the 2015-1 due to a one notch uplift for strong recovery prospects in a stress scenario. The 2015-1 is rated at 'BB', receiving a +4 notch uplift for a high affirmation factor, one notch for the presence of a liquidity facility, and no notching for recovery. Fitch's recovery analysis generally assumes 'BB' level value stresses as defined in the EETC rating criteria. Fitch's criteria allow for one notch of uplift in cases where subordinate tranche recovery is expected to remain above 91%. Affirmation Factor: 2017, and 2021 transactions: High affirmation factor Collateral pools for transactions dating back to 2017 all include relatively new narrowbody (NB) aircraft including 737 MAXs and A321 NEOs which represent the most fuel-efficient NBs in American's fleet, which are unlikely to be rejected in a bankruptcy. While American invested heavily in new aircraft in recent years, the airline still operates approximately 200 NB aircraft that are over 15 years old that are more likely to be rejected in a restructuring compared to the planes in these portfolios. AAL 2015-1 and 2014-1: High affirmation factor The 2015-1 and 2014-1 transactions' collateral pools are weighted towards 777-300ERs delivered in 2014 with it representing 43% and 54% of the collateral pool, respectively. Fitch now considers the 777-300ER to be a tier 2 aircraft due to continued secondary market pressures. However, the 777-300ERs continue to have a key position in American's fleet, particularly as other widebodies are being retired. American views the 777-300ER as its premier wide-body aircraft, and utilizes the plane on its key long-haul international routes. The high capacity and long-range capabilities of this plane make it ideal to serve slot constrained airports such as Heathrow, JFK, and Tokyo Narita. Importantly, the 300ER is the only 300+ seat aircraft in American's widebody line-up. AAL 2013-1 and LC 2012-1: Low to moderate affirmation factor Fitch views the affirmation factor for the AAL 2013-1 transaction as moderate-to-low given the small size of the portfolio. The transaction consists of four 777-300ERs. Although the 777 is a strategically important aircraft, the small size of the pool could make the 2013-1 transaction easier to be rejected in the event of a downturn, particularly in a scenario where long-haul travel remained depressed for a prolonged period. LCC 2013-1 and LCC 2012-2: Low affirmation factor In response to COVID-19, American accelerated the retirement of 150 aircraft including its entire sub-fleets of 757s, 767s, A330s, and E-190s. The early retirement of the A330s further increases our view that the plane is increasingly becoming a lower-quality asset and significantly decreases affirmation factor for transactions containing the aircraft American's A330-200s. LCC 2012-1: Moderate affirmation factor Fitch views the A321-200 in this transaction as good aircraft. However, the lack of diversification and the medium age of the pool in relative to American's NB fleet place the LCC 2012-1 affirmation factor at moderate. DERIVATION SUMMARY The certificates rated 'A+' are one notch higher than ratings for several class A certificates issued by other carriers. Stress scenario LTVs for the 2017-1 and 2017-2 class AA certificates remain low and continue to support the 'A+' rating. Class A certificates that are rated 'A' compare well with issuances from United, Air Canada and British Airways that are also rated 'A'. Rating similarities are driven by similar levels of overcollateralization and high-quality pools of collateral. Class A certificates rated at 'A-' are a notch lower than several other comparable issuances primarily due to weaker levels of overcollateralization. The 'BB' ratings on the class B certificates are derived through a four-notch uplift from American's IDR. The four-notch uplift reflects a high affirmation factor, benefit of a liquidity facility and no benefit for recovery expectations. The 2021-1, 2017-2 and 2017-1 class Bs certificates are one notch above other class B certificates as it has better recovery prospects than other class B certificates. KEY ASSUMPTIONS - Key assumptions within the rating case for the issuer include a harsh downside scenario in which American declares bankruptcy, chooses to reject the collateral aircraft, and where the aircraft are remarketed in the midst of a severe slump in aircraft values. An American Airlines bankruptcy is hypothetical, and is not Fitch's current expectation as reflected in American's 'B-' IDR. Fitch's models also incorporate a full draw on liquidity facilities and include assumptions for repossession and remarketing costs. - Fitch's recovery analyses for subordinated tranches utilize its 'BB' level stress tests and include a full draw on liquidity facilities and assumptions for repossessions and remarketing costs. - Fitch's analysis incorporates a 6% annual depreciation rate for Tier I aircraft, a 7% annual depreciation rate for Tier II aircraft and 8% annual depreciation rate for Tier III aircraft. - Fitch treats the A330s in the US Airways transactions a Tier III aircraft, a lower assessment than Fitch's updated aircraft tiers due to a concern about value impacts from the aircraft currently being placed in long-term storage. - 'A' level stresses incorporate a 20% haircut for the A321NEO and 737 MAX 8, a 25% haircut for the A320-200, A321-200, 737-800 and 787-9, a 30% haircut for the 787-8, a 35% haircut for the A319-100, ERJ175, 777-300ER and a 50% haircut for the A330-200 aircraft. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - The class AA certificates are capped at 'A+' due to American Airlines' IDR is at 'B-'. The class AA certificates can be upgraded if corporate IDR is upgraded. - The class A certificates may be upgraded if aircraft values improve, resulting in material LTV headroom within the 'A' level stress and/or American Airlines' IDR is upgraded. American's 2021-1, US Airways' LLC 2013-1, LCC 2012-1 of which collateral is more concentrated in one or two aircraft types require further LTV improvement to cushion for unexpected aircraft value declines. 2017-2 and 2017-1 could be upgraded if LTVs improve moderately to be well within the 'A' level. American Airlines' 2012-2 class A certificates are unlikely to be upgraded in the near term due to the high level of LTV. - Ratings of 2015-1, 2014-1 and 2013-1 class A certificates reached via a bottom-up approach could be upgraded if American Airlines' IDR is upgraded. --Class B certificates ratings are based on the underlying issuer rating. The class Bs may be upgraded if American Airlines' IDR was upgraded, changes in Fitch's affirmation factors and/or assessment of strong recovery prospects. Factors that could, individually or collectively, lead to negative rating action/downgrade: - The individual tranches that are rated in the 'A' or 'BBB' category are primarily based on a top-down analysis based on the value of the collateral. Therefore, negative rating actions could be driven by an unexpected decline in collateral values. American's 2017-2 and 2017-1 class AA certificates, the 2021-1, and class A certificates and US Airways 2013-1, and 2012-1 class A certificates retain a high level of cushion within Fitch's 'A' level stress scenario, making negative rating actions less likely. American's 2017-1, 2017-2 class A certificates and particularly US Airways 2012-2 class A certificates pass their respective scenarios with more limited headroom making them more vulnerable to future downgrades should aircraft values deteriorate. Senior tranche ratings could also be affected by a perceived change in the affirmation factor or deterioration in the underlying airline credit. - Ratings for American Airlines' 2015-1, 2014-1 and 2013-1 class A certificates, reached via Fitch's bottom up approach, create a rating floor. Negative rating actions are not likely but could be a result of Fitch's change in affirmation factor or deterioration of American Airlines' IDR. - Subordinated tranche ratings are based on the bottom up approach, Weakness in aircraft values may impact recovery prospects, leading to a downgrade. In addition, Fitch will downgrade in line with any future downgrades of American Airlines' ratings and/or changes in Fitch's assessment of affirmation factor. LIQUIDITY AND DEBT STRUCTURE Liquidity Facilities: AAL 2021-1 The class A and B certificates feature a standard 18-month liquidity facility provided by Credit Agricole (A+/F1/Stable). AAL 2017-2 All three tranches of debt in this transaction feature 18-month dedicated liquidity facilities provided by National Australia Bank Ltd. (A+/F1/Stable). AAL 2017-1 All three tranches of debt in this transaction feature 18-month dedicated liquidity facilities provided by NAB (A+/F1/Stable). AAL 2015-1 The 'A' and 'B' tranches feature an 18-month dedicated liquidity facility provided by Credit Agricole (A+/F1/Stable). AAL 2014-1 The 'A' and 'B' tranches feature an 18-month dedicated liquidity facility provided by Credit Agricole (A+/F1/Stable). AAL 2013-2 The A and B tranches feature an 18-month dedicated liquidity facility provided by Morgan Stanley (A+/F1/Stable). AAL 2013-1 The A and B tranches feature an 18-month dedicated liquidity facility provided by Natixis (A+/F1/Negative). LCC 2013-1 The class A and class B certificates benefit from a dedicated 18-month liquidity facility. The liquidity facility provider is by Natixis (A+/F1/Negative). LCC 2012-2 The class A and class B certificates benefit from a dedicated 18-month liquidity facility. The liquidity facility provider is by Landesbank Hessen Theuringen Girozentrale (A+/F1+/Stable). LCC 2012-1 The class A and class B certificates benefit from a dedicated 18-month liquidity facility. The liquidity facility provider is by Natixis (A+/F1/Negative). ESG CONSIDERATIONS Fitch does not provide separate ESG scores for American Airlines' EEETC transactions as ESG scores are derived from its parent. Entity/Debt Rating Prior ----------- ------ ----- American Airlines Pass Through Trust Certificates, Series 2013-1 senior secured LT B+ Downgrade BB- American Airlines Pass Through Trust Certificates Series 2017-1 senior secured LT BB+ Upgrade BB senior secured LT A- Affirmed A- senior secured LT A+ Affirmed A+ American Airlines Pass Through Trust Certificates, Series 2021-1 senior secured LT A Affirmed A senior secured LT BB+ Affirmed BB+ American Airlines Pass Through Trust Certificates, Series 2014-1 senior secured LT BB+ Downgrade BBB- American Airlines Pass Through Trust Certificates Series 2017-2 senior secured LT BB+ Upgrade BB senior secured LT A- Affirmed A- senior secured LT A+ Affirmed A+ US Airways 2012-1 Pass Through Trust senior secured LT A Affirmed A American Airlines Pass Through Trust Series 2015-1 senior secured LT BB+ Affirmed BB+ senior secured LT BB Affirmed BB US Airways 2013-1 Pass Through Trust senior secured LT A Affirmed A US Airways 2012-2 Pass Through Trust senior secured LT A- Downgrade A AUTO MONEY: Seeks to Hire Streetman Jones & Powers as Accountant ---------------------------------------------------------------- Auto Money North, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Streetman, Jones & Powers, LLC to provide accounting services. The firm will be paid at these hourly rates: James A. Streetman, CPA, Partner $450 Brian Powers, CPA, Partner $450 Beth Runser, CPA $230 Tyler Walkowski, CPA $210 Meredith Pasinetti, Staff Accountant $245 Leah Smith, Administrative $105 Heather Keeler, Administrative $105 Emily James, Administrative $85 Streetman, Jones & Powers is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: James A. Streetman, CPA Streetman, Jones & Powers, LLC 171 Church St. Charleston, SC 29401 Phone: (843) 723-3133 Email: info@cpacharleston.com About Auto Money North 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. The company is based in Fort Mill, S.C. Auto Money North filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 22-03309) on Dec. 2, 2022. In the petition filed by its manager, Mark Allen, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Judge Helen E. Burris oversees the case. Thomas W. Waldrep, Jr., Esq., at Waldrep Wall Babcock & Bailey, PLLC and Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd, P.A. are the Debtor's bankruptcy counsel and local counsel, respectively. Donlin, Recano & Company, Inc. is the claims and noticing agent. B GSE GROUP: Wins Cash Collateral Access Thru Jan 31 ---------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, for authority to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through the date of the continued hearing set for January 31, 2023 at 10:30 a.m. The Debtor is permitted to use cash collateral for ordinary and necessary business expenses consistent with the specific items and amounts contained in the budget. Truist Bank and the United States Small Business Administration may have an interest in the cash collateral. As adequate protection, the Lenders are granted valid, attached, choate, enforceable, perfected and continuing security interests in, and liens upon all post petition accounts receivable of the Debtor, and the proceeds thereof, to the same extent and validity as the liens and encumbrances of the Lenders attached to the Debtor's accounts receivable pre-petition. The Debtor is also directed to provide the Lenders and trustee with a cash disbursement and accounts receivable aging report for the preceding week, beginning on January 18, 2023 and continuing on the Wednesday of each week thereafter. A copy of the order and the Debtor's budget is available at https://bit.ly/3HiRHvh from PacerMonitor.com. The Debtor projects $1,109,944 in cash collections and $1,009,704 in total expenses. About B GSE Group LLC B GSE Group LLC, doing business as Bullerdick GSE LLC, delivers turnkey system solutions to Military and Commercial airport terminals, ramps, and hangars around the globe -- cutting capital maintenance costs, saving time, and reducing fuel consumption. B GSE Group LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30013) on Jan. 6, 2023. In the petition filed by Mark Allen, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. David Schilli has been appointed as Subchapter V trustee. Judge J. Craig Whitley oversees the case. The Debtor is represented by Richard S. Wright, Esq., at Moon Wright & Houston, PLLC. BACKUP TECHNOLOGY: Wins Interim Cash Collateral Access ------------------------------------------------------ Backup Technology, LLC sought and obtained authority from the U.S. Bankruptcy Court for the Southern District of Texas, Houston, Division, to use cash collateral in accordance with the budget. The Debtor requested emergency consideration, saying it depends on the use of cash collateral for payroll, supplies, and other general operating expenses. A search in the Texas Secretary of State shows that allegedly secured positions are held by: (1) Western Equipment Finance; (2) Technology Finance; (3) Western Equipment Finance, (4) Hewlett-Packard Financial Services, (5) BFG Corporation, (6) Hewlett-Packard Financial Services, (7) Cutting Edge Realty, (8) Western Equipment Finance, and (9) the U.S. Small Business Administration The U.S. Small Business Administration is the only party with an interest in cash collateral; all other parties have filed the UCC-1 financing statement to perfect in equipment. The Court order permits the Debtor to use the cash collateral through February 13, 2023. As adequate protection for the use of Cash Collateral, the secured parties are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date. Any liens of the SBA will attach to property acquired after the petition date in the same extent, validity, and priority, as existed on the Petition Date. A final electronic hearing will be held on February 8 at 3:00 p.m. to determine if this Order should be continued, modified, or terminated. Objections, if any, must be filed by February 6 at noon. A copy of the Debtor's motion is available at https://bit.ly/3ko868y from PacerMonitor.com. About Backup Technology, LLC Backup Technology, LLC provides data processing, hosting, and related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30141) on January 16, 2023. In the petition signed by Michael Colesante as managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Marvin Isgur oversees the case. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. BASIC WATER: Hearing on Exclusivity Bid Set for Jan. 25 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada is set to hold a hearing on Jan. 25 to consider the motion filed by Basic Water Company and Basic Water Company SPE 1, LLC to extend the time they can keep exclusive control of their bankruptcy cases. The motion seeks to extend the companies' exclusivity period to file a Chapter 11 plan of reorganization to May 9, and solicit votes on the plan to July 7. The companies need time to facilitate an "orderly, efficient and cost-effective management" of their bankruptcy cases in concert with the resolution by the court of several claims that have yet to be resolved, according to their attorney, Samuel Schwartz, Esq., at Schwartz Law, PLLC. About Basic Water Company Basic Water Company, a water utility company in Nevada, and affiliate Basic Water Company SPE 1, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Lead Case No. 22-13252) on Sept. 10, 2022. In their petitions, Basic Water Company listed $10 million to $50 million in assets and $1 million to $10 million in liabilities while SPE 1 listed as much as $50 million in both assets and liabilities. Stephanne A. Zimmerman, president, signed the petitions. Judge Mike K. Nakagawa oversees the cases. The Debtors tapped Samuel A. Schwartz, Esq. at Schwartz Law, PLLC as legal counsel, and Force 10 Partners, LLC as financial advisor. Stretto, Inc. is the claims, noticing and solicitation agent. BED BATH & BEYOND: Receives Notice From NASDAQ on Delayed Report ---------------------------------------------------------------- Bed Bath & Beyond Inc. announced it received a notice on Jan. 12, 2023 from The Nasdaq Stock Market LLC stating that the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended Nov. 26, 2022 with the Securities and Exchange Commission. The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market. The Notice states that the Company has 60 calendar days from the date of the Notice, or March 13, 2023, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company's plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Quarterly Report, or July 10, 2023, to file the Quarterly Report to regain compliance. The Company continues to work diligently to finalize its Quarterly Report and plans to file its Quarterly Report as promptly as possible to regain compliance with the Listing Rule. This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Nov. 26, 2022, the Company had $4.40 billion in total assets, $5.20 billion in total liabilities, and a total shareholders' deficit of $798.64 million. * * * As reported by the TCR on Jan. 11, 2023, S&P Global Ratings raised its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'CC' from 'SD' (selective default). S&P said, "The 'CC' rating and negative outlook on BBBY reflects our view that while not actively in default, the company is highly vulnerable and a distressed transaction or broader restructuring is a virtual certainty based on its deteriorating liquidity position, challenging operating conditions, and the looming maturities of its outstanding 2024 notes." As reported by the TCR on Nov. 28, 2022, Moody's Investors Service retained Bed Bath's corporate family rating at Ca and the outlook remains stable. According to Moody's, Bed Bath & Beyond's Ca corporate family rating reflects the very high likelihood of further defaults over the next twelve months. BENNING MCLEAN: Seeks to Hire Re/Max as Real Estate Broker ---------------------------------------------------------- Benning McLean Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Zahid Zach Abbasi & Re/Max Real Estate Connections as its real estate broker. The Debtor requires a broker to market for sale its real estate properties located at 2023, 2025, and 2027 Benning Rd., NE, Washington, DC. The broker will receive a commission equal to 5 percent of the sale price, plus a flat fee of $495. Zahid Zach Abbasi, a Re/Max agent, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Zahid Zach Abbasi Re/Max Real Estate Connections 11130 Fairfax Blvd. Fairfax, VA 22030 Phone: (703) 622-1974 About Benning McLean Holdings Benning McLean Holdings, LLC, a company in Falls Church, Va., sought voluntary Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 22-10311) on March 21, 2022, with as much as $10 million in both assets and liabilities. Yu-Dee Chang, managing agent, signed the petition. Judge Klinette H. Kindred oversees the case. The Debtor tapped Steven B. Ramsdell, Esq., at Tyler, Bartl & Ramsdell, PLC as bankruptcy counsel; and Brown Rudnick, LLP and Sandground West Silek Raminpour & Wright, PLC as special counsels. BETTER NUTRITIONALS: Hires CSA Partners as Financial Consultant --------------------------------------------------------------- Better Nutritionals, LLC seeks approval from the U.S. Bankruptcy Court for Central District of California to hire CSA Partners, LLC, to provide financial consulting services. The firm will render these services: (a) provide written, verbal, quantitative and qualitative assistance and support to the Debtor; (b) perform review or other procedures to ensure Debtor's financial statements are materially accurate; (c) assist the Debtor with accounting department restructure, guidance and oversight (including on-site visits at the Debtor's premises, if and when needed). (d) develop and prepare financial statements, which will be utilized as a base period for restructuring plan; (e) prepare, in presentation format, finalized Debtor financial statements; (f) develop a five year financial mode for the Debtor which includes financial statements (income statement, balance sheet and cash flow) and any required detail schedules, that are able to be presented in a consolidated form; (g) prepare a financial sensitivity analysis based on the financial statements; (h) prepare other reports, as required, to support the restructuring activities either in presentation or detailed form; (i) prepare, manage, or assist with bankruptcy requirements, including but not limited to: (i) 7-Day Package, DIP banking, and related compliance; (ii) Schedules, Statement of Financial Affairs; (iii) Monthly Operating Reports; and (iv) Projections, Liquidation Analysis, and other Plan and Disclosure Statement materials. (v) Other bankruptcy reporting and financial advisory services, as required. (j) assist with finding and placing debtor in possession financing, if necessary. (k) assist with finding and placing other financing-to be determined, if necessary. The Debtor provided CSA a prepetition retainer of $62,500. The Debtor proposes to retain CSA on an hourly basis, at its usual billing rate of $275/hour, plus reimbursement of out-of-pocket expenses. CSA, its principal and employees of CSA are disinterested persons as that term is defined in 11 U.S.C. Sec. 101(14), as disclosed in the court filings. The firm can be reached through: Anthony Scalese CSA Partners LLC 2355 Westwood Blvd., Unit 1505 Los Angeles, CA 90064 Main: (833) 226-4288 Direct: (310) 494-4009 www.CSACapitalLA.com About Better Nutritionals Better Nutritionals, LLC is a contract manufacturer and R&D leader in nutritional supplements. It is an FDA-registered manufacturer, and meets stringent standards to label its products as vegan, Kosher-certified, and free of top-8 allergens and gluten. The Debtor sought protection from Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14723) on December 20, 2022. In the petition signed by Sharon Hoffman, manager, the Debtor disclosed up to $100 million in assets and up to $500 million in liabilities. John N. Tedford, IV, Esq., at Danning Gill Israel & Krasnoff, LLP, is the Debtor's legal counsel. BETTER NUTRITIONALS: Hires Danning Gill as Bankruptcy Counsel ------------------------------------------------------------- Better Nutritionals, LLC seeks approval from the U.S. Bankruptcy Court for Central District of California to hire Danning, Gill, Israel & Krasnoff, LLP as its general bankruptcy counsel. The firm will render these services: (a) assist the Debtor in the preparation of its Schedules of Assets and Liabilities, Statement of Financial Affairs, and other required documents; (b) advise and assist the Debtor with respect to chapter 11 case requirements, including the preparation and filing of Monthly Operating Reports, payment of fees to the United States Trustee, and maintaining DIP bank accounts, among other requirements, and to help the Debtor stay in compliance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Court's Local Bankruptcy Rules, and the Guidelines of the United States Trustee; (c) appear with and represent the Debtor at its Initial Debtor Interview; (d) appear with and represent the Debtor at the meeting of creditors; (e) represent the Debtor in contested matters, adversary proceedings, and any other hearings before this Court; (f) assist the Debtor in post-petition borrowing, if appropriate, and motions concerning the same; (g) assist the Debtor in preparing motions and other pleadings concerning the use of cash collateral; (h) review and, if appropriate, pursue avoidable transfers and other claims that the estate may have against third parties; (i) analyze and review the validity of claims of creditors who file proofs of claims and, if appropriate, object to those claims; (j) analyze the validity of all administrative expenses and, if appropriate, object to those expenses; (k) assist the Debtor with the settlement and compromise of claims by or against the estate, or pertaining to matters relating to this case; (l) assess prospects for reorganization of the Debtor's financial affairs under chapter 11 of the Code and, if appropriate, assist the Debtor in the prompt formulation, proposal, confirmation and implementation of a chapter 11 plan; and (m) perform other general legal services relating to the Debtor's administration of the estate. The firm will be paid at these rates: The firm's current hourly rates are: Richard K. Diamond $825 Eric P. Israel $825 Brad D. Krasnoff $825 George E. Schulman $725 Uzzi O. Raanan $750 John N. Tedford, IV $750 Zev Shechtman $675 Aaron E. de Leest $695 Michael G. D'Alba $655 Associates $335-$350 Law Clerks $295 Paraprofessionals $250-$275 The Debtor provided Danning Gill a $125,000 retainer to commence services, and agreed to replenish the retainer up to $150,000 prior to the filing of a chapter 11 petition. The firm and all of its partners and associates are disinterested persons as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: John N. Tedford, IV, Esq. Danning, Gill, Israel & Krasnoff, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-4402 Tel: 310-277-0077 Fax: 310-277-5735 Email: jyedford@DanningGill.com About Better Nutritionals Better Nutritionals, LLC is a contract manufacturer and R&D leader in nutritional supplements. It is an FDA-registered manufacturer, and meets stringent standards to label its products as vegan, Kosher-certified, and free of top-8 allergens and gluten. The Debtor sought protection from Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14723) on December 20, 2022. In the petition signed by Sharon Hoffman, manager, the Debtor disclosed up to $100 million in assets and up to $500 million inliabilities. John N. Tedford, IV, Esq., at Danning Gill Israel & Krasnoff, LLP, is the Debtor's legal counsel. BETTER NUTRITIONALS: Hires Force 10 Partners as Financial Advisor ----------------------------------------------------------------- Better Nutritionals, LLC seeks approval from the U.S. Bankruptcy Court for Central District of California to hire Force 10 Partners LLC as its financial advisor. The firm's services include: a. assist in the preparation of first day motions and developing procedures and processes necessary to implement such motions; b. assist with monthly operating reports, schedules, statements of financial affairs, UST packages and other financial information and disclosures required during the pendency of these cases; c. assist the Debtors and their legal counsel with preparation of all case motions requiring financial information or analysis; d. assist with the development and maintenance of a creditor matrix, claims and other parties in interest information; e. assist with developing accounting and operating procedures to segregate post-petition business transactions; f. assist with monitoring of all cash disbursements according to the DIP budget; g. assist with the preparation of DIP/cash collateral budgets and weekly monitoring and compliance thereof; h. assist with business operating activities as necessary; i. assist the Debtors in identifying and evaluating parties interested in facilitating Transactions either through purchasing the Debtors' securities, providing post-petition financing or purchasing the Debtors' assets; j. advise the Debtors on tactics and strategies for negotiating with potential parties to a transaction, creditors, and other stakeholders, and participate in such negotiations; k. assist the Debtors in preparing materials describing the Debtors for distribution and presentation to parties that might be interested in a Transaction; l. advise the Debtors on the timing, nature, and terms of new securities, other consideration, or other inducements to be offered pursuant to any Transaction; m. assist in the Debtors' over-bid process related to the proposed Section 363 sale of the Debtors' assets by seeking parties interested in over-bidding the stalking horse bid and facilitating due diligence and their incorporation into the process per the Debtors' bid procedures; n. render financial advice to the Debtors related to a Transaction and participate in meetings or negotiations with creditors, stakeholders, or other appropriate parties; o. render general financial advice, financial analytics, and modeling; p. assist in preparing the plan and disclosure statement; q. assist with the review, classification, and quantification of claims against the estates under the plan; r assist in the identification of executory contracts and unexpired leases and performing the cost/benefit evaluations with respect to the assumption or rejection of each, as needed; s. assist in effectuating the plan; and t. render such other general business consulting or such additional assistance as Debtors' management or counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals. Force 10 Partners will be paid at these hourly rates: Partners $750 to $950 Associates $495 to $650 Analysts $325 to $475 Staffs $225 to $325 Force 10 Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam Meislik, a partner of Force 10 Partners LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Force 10 Partners can be reached at: Adam Meislik FORCE 10 PARTNERS 5271 California Suite 270 Irvine, CA 92617 Tel: (949) 357-2360 Email: ameislik@force10partners.com About Better Nutritionals Better Nutritionals, LLC is a contract manufacturer and R&D leader in nutritional supplements. It is an FDA-registered manufacturer, and meets stringent standards to label its products as vegan, Kosher-certified, and free of top-8 allergens and gluten. The Debtor sought protection from Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14723) on December 20, 2022. In the petition signed by Sharon Hoffman, manager, the Debtor disclosed up to $100 million in assets and up to $500 million in liabilities. John N. Tedford, IV, Esq., at Danning Gill Israel & Krasnoff, LLP, is the Debtor's legal counsel. BIOLASE INC: Lind Global Fund, Two Others, Report 9.9% Equity Stake ------------------------------------------------------------------- Lind Global Fund II LP, Lind Global Partners II LLC, and Jeff Easton disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 10, 2023, they beneficially own 2,450,000 shares of common stock of Biolase, Inc., representing 9.9 percent of the Shares outstanding. The Reporting Persons' ownership consists of (i) 2,000,000 shares of common stock and (ii) 1,428,571 warrants to purchase shares of common stock; however, due to the exercise limitations of the Warrants, the Reporting Persons' beneficial ownership of 978,571 Warrants is excluded. Each of the Warrants includes a provision limiting the holder's ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/811240/000092963823000077/sched13g.htm About Biolase BIOLASE, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. The Company's proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. Biolase reported a net loss of $16.16 million for the year ended Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $42.86 million in total assets, $29.01 million in total liabilities, and $13.86 million in total stockholders' equity. BLUE DOLPHIN: Named to 2023 OTCQX Best 50 ----------------------------------------- Blue Dolphin Energy Company announced it has been named to the 2023 OTCQX Best 50, a ranking of top performing companies traded on the OTCQX Best Market last year. The OTCQX Best 50 is an annual ranking of the top 50 U.S. and international companies traded on the OTCQX market. The ranking is calculated based on an equal weighting of one-year total return and average daily dollar volume growth in the previous calendar year. Companies in the 2023 OTCQX Best 50 were ranked based on their performance in 2022. "We are very pleased to have received this recognition as a top performing stock on the OTCQX in 2022," said Jonathan P. Carroll, chief executive officer, and president of Blue Dolphin Energy Company. "Last year was a banner year financially for Blue Dolphin, and I would like to thank our entire team for their efforts and our shareholders for their continued support." For the complete 2023 OTCQX Best 50 ranking, visit https://www.otcmarkets.com/files/2023_OTCQX_Best_50.pdf. The OTCQX Best Market offers transparent and efficient trading of established, investor-focused U.S. and global companies. To qualify for the OTCQX market, companies must meet high financial standards, follow best practice corporate governance, and demonstrate compliance with applicable securities laws. About Blue Dolphin Headquartered in Houston, Texas, Blue Dolphin Energy Company -- http://www.blue-dolphin-energy.com-- is an independent downstream energy company operating in the Gulf Coast region of the United States. The Company's subsidiaries operate a light sweet-crude, 15,000-bpd crude distillation tower with approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol "BDCO." Blue Dolphin reported a net loss of $12.84 million for the 12 months ended Dec. 31, 2021, compared to a net loss of $14.46 million for the 12 months ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $89.80 million in total assets, $88.80 million in total liabilities, and $1 million in total stockholders' equity. Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2022, citing that the Company is in default under secured and related party loan agreements and has a net working capital deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BORREGO COMMUNITY: Patient Care Ombudsman Files Second Report ------------------------------------------------------------- Jacob Nathan Rubin, MD, FAAC, the court-appointed patient care ombudsman for Borrego Community Health Foundation, filed with the U.S. Bankruptcy Court for the Southern District of California his second report regarding the quality of patient care provided at Borrego's health care facilities. The PCO has continued to evaluate the Debtor's facilities and quality measures from the filing of the First Report. Sites were visited on multiple occasions and staff interviews were conducted. Pursuant to this Report, the PCO concludes that the Debtor continues to maintain the standard of care and continues to improve its quality measures. The PCO highlights the motion filed by the Debtor for authority to engage in a process to market and sell its operations, although an initial stalking horse bidder was not announced. The Court approved the motion and, the PCO understands, the process of identifying a winning (and backup) bidder is underway. Dr. Sarah Rogers, on behalf of Borrego Cares Foundation, the donor of the Borrego Medical Clinic (4343 Yaqui Pass, Borrego Springs), filed an objection to the sale of the donated clinic, which was subsequently overruled by the Court on procedural grounds. The health care needs of Borrego Springs and the environs remains unaltered, however. It appears that the concern is that the clinic maintains its status as a FQHC. The PCO agrees with this concern and will be monitoring the sale process and interested parties' approach to the clinics to ensure proper patient care. The PCO made the following conclusions after the visits: * All sources of information, including direct personal observation by the PCO, confirm that the Debtor is continuing to meet the necessary standard of care; * The Debtor continues to enhance Quality of Care management, oversight, and processes; * The Debtor's staff remains committed to culturally competent care; and * A sale or transfer to a FQHC with a commitment to keeping all facilities open, along with the continued availability of a 340b pharmacy, is needed to maintain the health and safety of the Debtor's patients and their communities. A copy of the second ombudsman report is available for free at https://bit.ly/3w5uyFX from PacerMonitor.com. Attorneys for Jacob Nathan Rubin: David B. Golubchik, Esq. Krikor J. Meshefejian, Esq. Levene, Neale, Bender, Yoo & Golubchik L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: dbg@lnbyg.com; kjm@lnbyg.com About Borrego Community Health Foundation Borrego Community Health Foundation offers, among other services, comprehensive primary care, pediatric care, urgent care, behavioral health services, dental services, specialty care, transgender health, women's health, prenatal care, veteran's health, and chiropractic services. Borrego Community is a non-profit public charity, tax-exempt under section 501(c)(3) of the Internal Revenue Code. The Foundation, as of Sept. 12, 2022, had 24 brick-and mortar sites including administrative sites, two pharmacies and six mobile units covering a service area consisting of a 250-mile corridor on the eastern side of San Diego and Riverside Counties, Calif. Borrego Community Health Foundation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 22-02384) on Sept. 12, 2022, with between $50 million and $100 million in both assets and liabilities. Isaac Lee, chief restructuring officer, signed the petition. Judge Laura S. Taylor oversees the case. The Debtor tapped Tania M. Moyron, Esq., at Dentons US, LLP as bankruptcy counsel and Hooper Lundy & Bookman, P.C. as special counsel. Kurtzman Carson Consultants, LLC is the Debtor's claims and noticing agent. Jacob Nathan Rubin, the patient care ombudsman appointed in the Debtor's case, tapped Levene Neale Bender Yoo & Golubchik, LLP as bankruptcy counsel and Dr. Tim Stacy DNP, ACNP-BC as consultant. On Sept. 26, 2022, the U.S. Trustee appointed an official unsecured creditors' committee in this Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP serves as the committee's counsel. BRIGHTHOUSE GREEN: Seeks to Hire EmergeLaw as Legal Counsel ----------------------------------------------------------- Brighthouse Green Home Cleaning, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire EmergeLaw, PLLC as its legal counsel. The firm's services include: a. providing legal advice with respect to the rights, powers and duties of the Debtor in the management of its property; b. investigating and, if necessary, instituting legal action on behalf of the Debtor to collect and recover assets of the estate; c. preparing legal papers; d. assisting and counseling the Debtor in the preparation, presentation and confirmation of a Chapter 11 plan; e. representing the Debtor as may be necessary to protect its interests; and f. other legal services that may be necessary in the general administration of the Debtor's estate. EmergeLaw will be paid at these rates: Partners $475 to $750 per hour Associates $225 to $375 per hour Paralegals $150 to $190 per hour The firm received a retainer in the amount of $18,476. As disclosed in court filings, EmergeLaw is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert J. Gonzales, Esq. Nancy B. King, Esq. EmergeLaw, PLLC 4000 Hillsboro Pike, Suite 1112 Nashville, TN 37215 Phone: (615) 815-1535 Email: robert@emerge.law nancy@emerge.law About Brighthouse Green Home Cleaning Brighthouse Green Home Cleaning, LLC is locally operated provider of maid service in Nashville, Brentwood and Franklin. It prides itself in using all-natural and allergy-reducing products, including HEPA filtrations, microfiber and recyclable packaging. Brighthouse Green Home Cleaning sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-00035) on June 6, 2023. In the petition signed by its managing owner, Jason Adkins, the Debtor disclosed $52,590 in assets and $2.814 million in liabilities. Judge Charles M. Walker oversees the case. Robert Gonzales, Esq., at Emergelaw, PLC, represents the Debtor as legal counsel. CALCEUS ACQUISITION: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based Calceus Acquisition Inc. (Cole Haan) to 'B' from 'B-'. S&P said, "We also raised our ratings on the company's senior secured term loan to 'B' from 'B-'. The recovery rating remains unchanged at '4', indicating our expectations for meaningful recovery (rounded estimate 45%). "The stable outlook reflects our expectation in the next 12 months for continued revenue and EBITDA growth driven by increasing consumer demand, such that adjusted leverage further improves to around 4x by the end of fiscal 2023. "The upgrade reflects the better-than-expected operating performance and our expectation for continued revenue and EBITDA growth in the next 12 months, which will lead to further credit metric improvement." Cole Haan's sales and EBITDA continue to improve through the first half of fiscal 2023, driven by the increase in consumer mobility including returning to the office, business travel and social activities. The company has successfully introduced new products across dress, sport, and casual styles to diversify its product portfolio and to cater to consumer trends. Revenue is recovering from precipitous drops during the pandemic and was up 40% year over year for the last twelve months ended Nov. 26, 2022. S&P adjusted EBITDA for the last 12-months-ended Nov. 26, 2022 tripled year over year due to increasing demand and stabilizing cost inflation. Adjusted leverage further improved to 4.6x for 12-months-ended Nov. 26, 2022, from 6.2x at the end of fiscal-year 2022 ended in May. S&P said, "Although we expect the rate of growth to slow in the second half as consumers pull back on discretionary spending in a mild recession, we now expect sales to reach pre-pandemic levels in fiscal 2023. Even as some consumers shift to value priced offerings, the company's higher price points make it less susceptible to demand trends as its higher income target customers return to work, travel, and remain less price sensitive. We expect continued demand, supported by consumers returning to in-person activities in the back half of fiscal 2023 to result in leverage improving to around 4x by the end of the year." Better operating performance and a return to positive free operating cash flow (FOCF) in 2023 should enable the company to extend the maturity of its term loan and senior secured notes. S&P said, "FOCF was still negative in the first half of fiscal 2023 due to inventory buildup, but we expect working capital to improve as the company works down its inventory level for the balance of the year, and expect FOCF to turn positive by the end of fiscal 2023. We now project around $20 million FOCF for the full year ending in May. The company successfully extended the maturity of its ABL revolver to Dec. 19, 2027, with similar terms. The company's $290 million term loan and $75 million senior secured notes both mature in February 2025. Given our expectations for continued operating performance improvement and a return to positive FOCF, the company should be able to extend the maturity of its term loan and senior secured notes. However, we recognize the volatile macroeconomic landscape and the rising interest rates pose risk to our FOCF forecast. S&P Global Ratings' economists are forecasting a mild recession in the first half of 2023. The company could miss our base-case forecast if consumers cut back spending on discretionary products such as footwear, which could negatively affect demand for Cole Haan's products and limit the company's ability to refinance, which would weigh negatively on the ratings. "The stable outlook reflects our expectation in the next 12 months for continued revenue and EBITDA growth, driven by increasing consumer demands, such that adjusted leverage further improves to around 4x and FOCF turns positive by the end of fiscal 2023." S&P could lower its rating in the next 12 months if the company is unable to extend the maturity of its term loan and senior secured notes before both become current in February 2024, or the operating performance starts to deteriorate and free cash flow remains negative, resulting in adjusted leverage sustained above 7x. This could occur if: -- Demand for its products declines as inflation reduces consumers' discretionary income and their willingness and ability to spend on footwear. -- FCOF remains negative due to higher-than-expected inventory balances either due to slower sales or supply chain constraints. -- The company adopts a more aggressive financial policy with debt-financed dividend or share repurchases. Although unlikely given the company's financial sponsor ownership, S&P could raise its ratings if the company's operating performance exceeds its expectations and it adopts a less-aggressive financial policy, including sustaining leverage below 5x. This could occur if: -- Return-to-office, travel, and in-person activities that support demand for Cole Haan's products continue to recover; and -- The financial sponsor does not pursue debt-financed dividends or acquisitions that would lead to a meaningful deterioration of credit ratios. ESG Credit Indicators: E-2, S-3, G-3 CARVANA CO: Adopts Tax Asset Preservation Plan ---------------------------------------------- Carvana Co. announced that its Board of Directors adopted a shareholder rights plan designed to protect long-term shareholder value by preserving the availability of Carvana's net operating loss carryforwards ("NOLs") and other tax attributes under the Internal Revenue Code. Carvana has significant U.S. federal NOLs that could be available to offset its future federal taxable income. Carvana said its ability to use these NOLs would be substantially limited if its "5-percent shareholders" (determined under Section 382 of the Internal Revenue Code) increased their ownership of the value of such company's stock by more than 50 percentage points over a rolling three-year period, which the IRC classifies for purposes of NOL availability as an "ownership change." The Tax Asset Preservation Plan is intended to reduce the likelihood of such an IRC Section 382 "ownership change" at Carvana by deterring any person or group from acquiring beneficial ownership of 4.9% or more of Carvana's outstanding Class A common stock. Carvana believes that the adoption of the Tax Asset Preservation Plan is in the best interest of the company, given the potential value that the significant NOLs represent. The Tax Asset Preservation Plan is similar to those adopted by numerous other public companies with significant NOLs. The Tax Asset Preservation Plan is not designed to prevent any action that the Board determines to be in the best interest of Carvana, and will help to ensure that the Board of Directors remains in the best position to discharge its fiduciary duties. Under the Tax Asset Preservation Plan, the rights will initially trade with Carvana's Class A common stock and will generally become exercisable only if a person (or any persons acting as a group) acquires 4.9% or more of Carvana's outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock at a 50% discount or Carvana may exchange each right held by such holders for one share of Class A common stock. All holders of membership units in Carvana Group, LLC and shares of Carvana's Class B common stock (other than any triggering person) will be treated equitably vis-a-vis the holders of the Class A common stock if the rights become exercisable. Under the Tax Asset Preservation Plan, any person which currently owns 4.9% or more of Carvana's Class A common stock may continue to own its shares of Class A common stock but may not acquire any additional shares without triggering the Tax Asset Preservation Plan. Carvana's Board of Directors has the discretion to exempt any person or group from the provisions of the Tax Asset Preservation Plan. Under the Tax Asset Preservation Plan, membership interests in Carvana Group, LLC and shares of Carvana's Class B common stock are not treated as "Beneficially Owned" when determining whether a person owns 4.9% or more of Carvana's Class A common stock. Therefore, the exchange of any membership interests into shares of Carvana's Class A common stock would trigger the Tax Asset Preservation Plan to the extent the Class A common stock received upon exchange (i) increases the ownership of a 4.9% or greater holder of Carvana's Class A common stock by even one additional share or (ii) increases the ownership of a holder of Carvana's Class A common stock to 4.9% or greater of the outstanding shares of Carvana's Class A common stock. The Tax Asset Preservation Plan took effect on Jan. 16, 2023 and is scheduled to continue in effect until Jan. 15, 2026, unless terminated earlier in accordance with its terms. About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. Carvana Co. reported a net loss of $287 million in 2021, a net loss of $462 million in 2020, a net loss of $365 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of June 30, 2022, the Company had $10.50 billion in total assets, $9.64 billion in total liabilities, and $864 million in total stockholders' equity. * * * As reported by the TCR on Nov. 14, 2022, S&P Global Ratings revised its outlook on Carvana Co. to negative from stable and affirmed its 'CCC+' issuer credit rating. S&P said, "The negative outlook reflects Carvana's weak operating performance and continuing macroeconomic headwinds which could extend weaker profitability and sustain or increase negative cashflows." Moody's Investors Service changed Carvana Co.'s outlook to negative from stable and at the same time affirmed Carvana's Caa1 corporate family rating. Moody's said, "The change in outlook to negative from stable reflects Carvana's persistent lack of profitability and negative free cash flow generation that has consistently fallen short of Moody's expectations," as reported by the TCR on Nov. 25, 2022. CARVANA CO: Baillie Gifford Holds 13.37% of Class A Shares ---------------------------------------------------------- Baillie Gifford & Co (Scottish partnership) disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 30, 2022, it beneficially owns 14,168,781 shares of Class A common stock of Carvana, Co., representing 13.37 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1690820/000108887523000014/Carvana30122022.txt About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. Carvana Co. reported a net loss of $287 million in 2021, a net loss of $462 million in 2020, a net loss of $365 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of June 30, 2022, the Company had $10.50 billion in total assets, $9.64 billion in total liabilities, and $864 million in total stockholders' equity. * * * As reported by the TCR on Nov. 14, 2022, S&P Global Ratings revised its outlook on Carvana Co. to negative from stable and affirmed its 'CCC+' issuer credit rating. S&P said, "The negative outlook reflects Carvana's weak operating performance and continuing macroeconomic headwinds which could extend weaker profitability and sustain or increase negative cashflows." Moody's Investors Service changed Carvana Co.'s outlook to negative from stable and at the same time affirmed Carvana's Caa1 corporate family rating. Moody's said, "The change in outlook to negative from stable reflects Carvana's persistent lack of profitability and negative free cash flow generation that has consistently fallen short of Moody's expectations," as reported by the TCR on Nov. 25, 2022. CARVANA CO: Unit Amends MPSA to Extend Commitment Termination Date ------------------------------------------------------------------ A subsidiary of Carvana Co., Ally Bank, and Ally Financial Inc. amended the Second Amended and Restated Master Purchase and Sale Agreement to, among other things, extend the Scheduled Commitment Termination Date to Jan. 12, 2024 and establish a commitment by the Ally Parties to purchase up to $4.0 billion of automotive finance receivables, according to the Company's Form 8-K filed with the Securities and Exchange Commission. About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. Carvana Co. reported a net loss of $287 million in 2021, a net loss of $462 million in 2020, a net loss of $365 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of June 30, 2022, the Company had $10.50 billion in total assets, $9.64 billion in total liabilities, and $864 million in total stockholders' equity. * * * As reported by the TCR on Nov. 14, 2022, S&P Global Ratings revised its outlook on Carvana Co. to negative from stable and affirmed its 'CCC+' issuer credit rating. S&P said, "The negative outlook reflects Carvana's weak operating performance and continuing macroeconomic headwinds which could extend weaker profitability and sustain or increase negative cashflows." Moody's Investors Service changed Carvana Co.'s outlook to negative from stable and at the same time affirmed Carvana's Caa1 corporate family rating. Moody's said, "The change in outlook to negative from stable reflects Carvana's persistent lack of profitability and negative free cash flow generation that has consistently fallen short of Moody's expectations," as reported by the TCR on Nov. 25, 2022. CC HILLCREST: Seeks to Hire Cook Keith & Davis as Special Counsel ----------------------------------------------------------------- CC Hillcrest, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Catherine Keith, Esq. and Cook Keith & Davis, A Professional Corporation as its special counsel. The firm will continue to represent the Debtor in the prosecution of its state court litigation in the 44th District Court for Dallas County, Texas, cause no. DC-22-01764, styled City of Mesquite, et al v. CC Hillcrest, LLC et al effective as of Dec. 12, 2022. The compensation to be paid to Ms. Keith shall be $415 per hour, $295 per hour for associate attorneys, $145 per hour for paralegals/legal assistants and $80 per hour for support staff. Cook Keith & Davis is a disinterested person as defined in Section 101(14) of Bankruptcy Code, according to court filings. The firm can be reached through: Catherine Keith, Esq. Cook Keith & Davis 6688 North Central Expressway, Suite 1000 Dallas, TX 75206 Tel: 214-368-4686 Fax: 214-593-5713 Email:catherine@cookkeithdavis.com About CC Hillcrest CC Hillcrest, LLC operates an apartment complex in Mesquite, Texas. CC Hillcrest sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-31362) on July 29, 2022. In the petition signed by its manager, Jared Remington, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Scott W. Everett oversees the case. Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. CELSIUS NETWORK: Seeks to Hire Fischer as Special Counsel --------------------------------------------------------- Celsius Network, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Fischer (FBC & Co.) as special counsel. Fischer will provide the Debtors with legal services with respect to Israeli law and regulations, including in connection with the Israeli recognition proceeding before the District Court of Tel Aviv pursuant to the Insolvency and Economic Rehabilitation Act (2018) (Israel). The firm will charge these hourly fees: Partners 1,250 - 2,2004 shekels Associates 680 - 1,250 shekels Article Clerks 400 shekels As disclosed in court filings, Fischer neither holds nor represents any interest that is adverse to the Debtors' estates or with respect to the matters on which the firm is to be employed. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Fischer disclosed the following: -- Fischer has agreed to a 10 percent discount for the services during the course of the representation. -- None of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case. -- Fischer used the following rates for services rendered on behalf of the Debtors for matters billed in NIS: approximately NIS 1,250 to 2,200 for partners; NIS 680 to 1,250 for associates; and NIS 400 for article clerks. The equivalent amounts in U.S. dollar are as follows: approximately $365 to $645 for partners; approximately $200 to $365 for associate attorneys; and approximately $120 for article clerks. All material financial terms have remained unchanged since the pre-bankruptcy period. -- Fischer will provide the Debtors with a prospective budget and staffing plan setting forth the types of timekeepers, numbers thereof, and applicable hourly rates it expects during these Chapter 11 cases. Fischer can be reached through: Avraham Well Fischer (FBC & Co.) 146 Menachem Begin Rd. Tel Aviv, Israel 6492103 Phone: +972.3.694.4111 Fax: +972.3.609.1116 Email: fbc@fbclawyers.com About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CENTER CITY HEALTHCARE: Taps SSG Advisors, Newmark as Brokers ------------------------------------------------------------- Center City Healthcare, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ SSG Advisors, LLC and Newmark South Region LLC as their brokers. The Debtors require a broker to: a. prepare an information memorandum describing the Debtors' real estate; b. develop a list of suitable potential buyers who will be contacted on a discreet and confidential basis and only after approval by the Debtors; c. coordinate the execution of confidentiality agreements, in a form approved by the Debtors, for potential buyers wishing to review the information memorandum; d. assist the Debtors in coordinating site visits for interested buyers and work with the management team to develop appropriate presentations for such visits; e. solicit competitive offers from potential buyers; f. advise and assist the Debtors in structuring the sales and negotiating the sales agreements; g. if requested by the Debtors and, if necessary, approved by the bankruptcy court, conduct an auction of some or all of the real estate; h. provide testimony in connection with any hearings on, or regarding, the sale; i. assist the Debtors through closing on a best efforts basis; and j. communicate with the Debtors and the sale process manager on a regular basis regarding inquiries, offers, and the status of negotiations for a sale. The firms will be paid as follows: a. Sale Fee. Upon the consummation of sales to any party, the firms are entitled to a fee equal to 3 percent of total consideration up to and including $40,000,000, plus 3.5 percent of total consideration over $40,000,000 and less than $60,000,000, plus 4 percent of total consideration over $60,000,001. Each firm will receive one-half of the sale fee, with such payments being made at closings. b. Whether or not a sale is consummated, the firms are entitled to reimbursement for its out-of-pocket expenses. The firms must obtain prior written approval for any individual expense in excess of $5,000 and all expenses in excess of $20,000. As disclosed in court filings, SSG Advisors and Newmark are "disinterested" within the meaning of section 101(14) of the Bankruptcy Code. The firms can be reached through: J. Scott Victor SSG Advisors, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Phone: (610) 940-1094 Fax: (610) 940-4719 Email: jsvictor@ssgca.com -- and -- David Dolan Newmark South Region, LLC d/b/a Newmark Real Estate 2005 Market Street Suite 900 Philadelphia, PA 19103 Phone: 215-246-2738 Email: David.Dolan@nmrk.com About Center City Healthcare Center City Healthcare, LLC is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors listed $100 million to $500 million in both assets and liabilities. Judge Kevin Gross oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc. as claims and noticing agent. CLEAN ENERGY: Effects 1-for-40 Reverse Stock Split -------------------------------------------------- Clean Energy Technologies, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission it received on Jan. 18, 2023, approval from FINRA to conduct reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of one share of common stock for every 40 shares of common stock. The Company filed an Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada to effectuate the Reverse Stock Split on Jan. 9, 2023. On Sept. 26, 2022, the Board of Directors of the Company and approximately 71% of the shareholders of the Company approved a reverse stock split in the range of 1:10 - 1:125. On Jan. 6, 2023 the reverse split ratio was fixed at 1:40, by the unanimous vote of the Board of Directors and approval by approximately 71% of the Company's shareholders. The Reverse Stock Split was effective as of the opening of trading on Jan. 19, 2023 and the Company's common stock continued trading on the OTCQB market on a post-split basis when the market opened on Jan. 19, 2023 under the symbol "CETYD" for 20 days after which time the symbol will revert to "CETY." Pursuant to the laws of the State of Nevada, the Company's state of incorporation, the Company's Board of Directors and majority of the shareholders are required to effect a reverse stock split because the number of authorized shares of Common Stock remained the same and were not proportionally reduced by the reverse split ratio. As a result of the Reverse Stock Split, each 40 shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 1,486,995,146 shares to 37,174,934 shares (subject to rounding of fractional shares). There are no shares of preferred stock outstanding or effected by the split. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by 40, will, in lieu of a fractional share, automatically be entitled to receive an additional fractional share of the Company's common stock to round up to the next whole number. The Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Reverse Stock Split is being effected to meet the per share price requirements of the NASDAQ Capital Market current listing exchange in connection with the planned uplisting and secondary offering of the Company's Common Stock by Craft Capital Markets, which is expected to occur after review of trading activity by NASDAQ's staff after the Reverse Stock Split. The offering of the Company's Common Stock and up-listing to NASDAQ is being conducted to fund the Company's expansion plans. If the Company's common stock were to fall below $4.00 per share during such time NASDAQ conducts its review and the Company receives approval from NASDAQ and the Securities and Exchange Commission declares the Company's S-1 effective, it could, among other things, result in noncompliance with certain NASDAQ listing standards. About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. The Company provides waste heat recovery solutions, waste to energy solutions, and engineering, consulting and project management solutions. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has an accumulated deficit, net losses, and working capital deficit from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. CLEAN HARBORS: S&P Affirms 'BB+' LT Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' long-term issuer credit rating on environmental and industrial services firm Clean Harbors Inc. and 'BBB-' issue-level ratings on the secured debt. S&P revised its recovery rating on the existing senior unsecured notes to '3' from '5' and raised the issue-level rating to 'BB+' from 'BB'. S&P assigned its '3' recovery rating and 'BB+' issue-level rating to the proposed senior unsecured notes. The stable outlook reflects S&P's view that the company's meaningful progress in deleveraging along with good operational execution will enable the company to keep its credit measures at appropriate levels for the ratings. Clean Harbors' management has integrated its acquisition of fellow environmental services provider HydrochemPSC (HPC) quite well since the October 2021 closing date. The company has restored many of its credit measures to pre-acquisition levels. The company's adjusted debt to EBITDA ratio at Sept. 30, 2022, was 2.5x, only slightly higher than 2.1x as of Sept. 30, 2021. Adjusted debt has declined roughly $140 million while the contribution from HPC, synergies, and organic growth have propelled EBITDA upward by $325 million. Management priced its services appropriately ahead of inflation, with higher incinerator utilization and greater landfill volumes. Adjusted EBITDA margins in the third quarter were roughly 300 basis points (bps) higher year over year at 23.5%, and helped the company's profitability return to pre-acquisition levels. However, free operating cash flow to debt was still weak over the past 12 months. An anemic March 2022 quarter is largely responsible for the trailing-12-month ratio of roughly 9%. S&P said, "We expect Clean Harbors will use $500 million in senior unsecured note proceeds, $114 million of proceeds from drawings on its asset-based revolving facility, and $5 million of cash on hand to repay the $614 million outstanding on its term loan B due June 2024 and to fund transaction fees and expenses. The company still has $993 million of its term loan B due October 2028 outstanding. With the reduction in senior secured borrowings, we believe there will be greater recovery value available for unsecured debtholders in a default scenario. As such, we have revised our recovery ratings on the outstanding senior unsecured notes to '3' from '5', indicating our expectation for meaningful (50%-70%; rounded capped estimate: 65%) recovery in the event of a payment default. For additional detail, please refer to our recovery analysis section below. "The stable outlook reflects our expectations that various factors, including relatively healthy service activity (despite the potential impact to some of its end-markets from macroeconomic headwinds), operational synergies, and disciplined financial policies, will allow Clean Harbors to maintain credit measures that are appropriate for the ratings. The company has made good progress on deleveraging following its acquisition of HPC. At this rating, we expect the company to maintain a weighted-average debt to EBITDA ratio between 3x and 4x. "We could downgrade the company if we see stagnation or decline in operating performance, such that leverage exceeds 4x with no foreseeable improvement within the year or so. This could occur if sales decline by more than 400 bps and operating margins are also more than 400 bps below our base-case scenario. We could also downgrade the company if it pursues a series of bolt-on acquisitions or shareholder rewards that result in credit metrics weakening to the aforementioned levels. "An upgrade is highly dependent upon evidence that management is committed to establishing and maintaining the financial policies and credit measures consistent with an investment-grade rating. For example, its free operating cash flow to debt ratio improving to, and consistently exceeding, 20% would be consistent with that threshold given the company's market position, operational scale, and debt burden. As of yet, the question regarding whether management and ownership are committed to maintaining these levels over the long run remains unclear. We believe they will prioritize acquisitions and shareholder rewards over improving credit metrics further." ESG credit indicators: E-2, S-2, G-2 CRESTWOOD HOSPITALITY: Gets Ok to Hire Josephs Appraisal Group -------------------------------------------------------------- Crestwood Hospitality, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Josephs Appraisal Group to appraise its Holiday Inn Express at Tucson Mall located at 620 E. Wetmore Rd., Tucson, Arizona. The Debtor has agreed to provide a retainer in the amount of $5,000. Josephs Appraisal Group is disinterested, as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Michael Wright Josephs Appraisal Group 1641 E Osborn Rd # 8 Phoenix, AZ 85016 Phone: (602) 955-4050 Email: mwright94@cox.net About Crestwood Hospitality Crestwood Hospitality, LLC, a Tucson, Ariz.-based company that operates in the hotels and motels industry, filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 21-03091) on April 30, 2021, listing as much as $10 million in assets and as much as $50 million in liabilities. Sukhbinder Khangura, member and vice president, signed the petition. Judge Brenda Moody Whinery oversees the case. Sacks Tierney, PA and R&A CPAs serve as the Debtor's legal counsel and accountant, respectively. CRYPTO CO: Borrows $79,250 From 1800 Diagonal --------------------------------------------- Effective Jan. 10, 2023, The Crypto Company borrowed funds pursuant to a Securities Purchase Agreement entered into with 1800 Diagonal Lending, LLC, and Diagonal purchased a convertible promissory note from the Company in the aggregate principal amount of $79,250. Pursuant to the SPA, the Company agreed to reimburse Diagonal for certain fees in connection with entry into the SPA and the issuance of the Note. The SPA contains customary representations and warranties by the Company and Diagonal typically contained in such documents. The maturity date of the Note is Jan. 3, 2024. The Note bears interest at a rate of 10% per annum, and a default interest of 22% per annum. Diagonal has the option to convert all of the outstanding amounts due under the Note into shares of the Company's common stock beginning on the date which is 180 days following the date of the Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, as such term is defined under the Note. The conversion price under the Note for each share of common stock is equal to 65% of the lowest trading price of the Company's common stock for the 10 trading days prior to the conversion date. The conversion of the Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline. The Company may prepay the Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage. Pursuant to the Note, as long as the Company has any obligations under the Note, the Company cannot without Diagonal's written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a "shell company" as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. The Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitle Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon an "Event of Default", interest shall accrue at a default interest rate of 22%, and the Company may be obligated pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Note. About Crypto Company Malibu, CA-based The Crypto Company -- www.thecryptocompany.com -- is in engaged in the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure, and enterprise blockchain technology solutions. Crypto Company reported a net loss of $785,630 for the 12 months ended Dec. 31, 2021, compared to a net loss of $2.82 million for the 12 months ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $2.49 million in total assets, $4.85 million in total liabilities, and a total stockholders' deficit of $2.36 million. DACO CONSTRUCTION: Exclusivity Period Extended to Feb. 8 -------------------------------------------------------- Daco Construction Corporation has been given more time to file its plan for emerging from Chapter 11 protection. Judge Michelle Harner of the U.S. Bankruptcy Court for the District of Maryland extended the exclusivity period for the company to file its Chapter 11 plan of reorganization to Feb. 8 and to solicit votes on the plan to April 9. The company will use the extension to finalize its reorganization plan, which requires further review, refinement and support derived from actual income and expense information to be included in its business monthly operating reports for November and December 2022, according to its attorney, Marc Kivitz, Esq. "Creditors and parties in interest would benefit from this financial data in assessing whether to accept [Daco's] repayment proposals," Mr. Kivitz said in court papers. About DACO Construction Corporation DACO Construction Corporation is a construction company based in Hanover, Md. DACO Construction sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-14371) on Aug. 10, 2022. In the petition filed by its chief operating officer, Pedro Couto, the Debtor reported assets between $1 million and $10 million and liabilities between $1 million and $10 million. Judge Michelle M. Harner oversees the case. Marc Robert Kivitz, Esq., at the Law Office of Marc R. Kivitz, is the Debtor's counsel. DEVILLE CORP: 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 Deville Corp., according to court dockets. About Deville Corp. Deville Corp. is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Deville Corp. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04930) on Dec. 14, 2022. In the petition filed by Edgar L.T. Gay, as president and director, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Catherine Peek Mcewen oversees the case. The Debtor is represented by Daniel R Fogarty, Esq. at Stichter, Riedel, Blain & Postler, P.A. DIGIPATH INC: Incurs $2.1 Million Net Loss in FY Ended Sept. 30 --------------------------------------------------------------- DigiPath, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.06 million on $2.70 million of revenues for the year ended Sept. 30, 2022, compared to a net loss of $686,503 on $2.50 million of revenues for the year ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $1.34 million in total assets, $3.75 million in total liabilities, $333,600 in series B convertible preferred stock, and a total stockholders' deficit of $2.74 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 17, 2023, citing that the Company has recurring losses from operations and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DigiPath stated, "As of September 30, 2022, our balance of cash on hand was $56,168. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. As we continue to develop our lab testing business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale of equity securities. We will need and are currently seeking additional funds to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001502966/000149315223001551/form10-k.htm About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- http://www.digipath.com-- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. E-BOX LLC: Gets More Time for Bankruptcy Plan --------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee extended the time E-Box, LLC can keep exclusive control of its Chapter 11 case, allowing the company to file a bankruptcy plan within 90 days from Jan. 11. The court also granted the company a concomitant extension within which to obtain confirmation of any plan that may be filed. About E-Box LLC E-Box, LLC, an electronic manufacturing company in Collierville, Tenn., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-23526) on Aug. 23, 2022, with up to $50 million in assets and up to $10 million in liabilities. Byron Brown, member of E-Box, signed the petition. Judge M. Ruthie Hagan oversees the case. The Debtor tapped The Law Offices of Craig M. Geno, PLLC and Payne Law Firm as legal counsels; Bob Mims, CPA and Tracy Cooper, CPA as accountants; and Dustin Lough of CR3 Partners, LLC as chief restructuring officer. EQUISEK INC: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: Equisek, Inc. 87A Granger Blvd Marlborough, MA 01752 Business Description: Equisek specializes in daily, weekly and monthly rentals of computer & audio visual technology. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court District of Massachusetts Case No.: 23-40048 Debtor's Counsel: David B. Madoff, Esq. MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Tel: 508-543-0040 Fax: 508-543-0020 Email: alston@mandkllp.com Total Assets: $432,840 Total Liabilities: $1,066,463 The petition was signed by Ralph Tirro as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/THN3FPI/Equisek_Inc__mabke-23-40048__0001.0.pdf?mcid=tGE4TAMA EXELA TECHNOLOGIES: Unit Fails to Pay Semi-Annual Interests on Note ------------------------------------------------------------------- Exela Intermediate, LLC, an indirect, wholly-owned subsidiary of Exela Technologies, Inc., did not make the semi-annual interest payments due under its 11.500% First-Priority Senior Secured Notes due 2026 and 10.0% First Priority Senior Secured Notes due 2023, according to the Company's Form 8-K filed with the Securities and Exchange Commission. As provided for in the indentures governing the Notes, Intermediate has a 30-day grace period to make the Interest Payments. Exela Technologies said Intermediate is in advanced discussions with potential third-party sources of liquidity, and believes that it is likely that together with liquidity to be provided by ETI and its other subsidiaries Intermediate will have funds sufficient to meet the coupon payments due under the 2026 Senior Notes and the stub of the remaining 2023 Senior Notes during the grace period. However, there can be no assurance that Intermediate will be successful in raising sufficient capital to make such coupon payments. Separately, ETI has filed its appeal to the Nasdaq delisting notice described in the Current Report on Form 8-K filed on Jan. 6, 2023, and a hearing date has been set for March 2, 2023. The delisting is stayed pending the outcome from that hearing. About Exela Technologies Irving, TX-based Exela Technologies (www.exelatech.com) is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. Utilizing foundational technologies spanning information management, workflow automation, and integrated communications, Exela's software and services include multi-industry, departmental solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and the public sector. Exela reported a net loss of $142.39 million in 2021, a net loss of $178.53 million in 2020, a net loss of $509.12 million in 2019, and a net loss of $169.81 million in 2018. As of Sept. 30, 2022, the Company had $865.27 million in total assets, $1.51 billion in total liabilities, and a total stockholders' deficit of $647.56 million. * * * As reported by the TCR on Dec. 23, 2021, S&P Global Ratings raised its issuer credit rating on its issuer credit rating on Exela Technologies Inc. to 'CCC-' from 'SD'. The outlook is negative. "In our view, Exela faces a material liquidity deficit over the next year, and absent a capital infusion, a comprehensive restructuring is likely within the next year," S&P said. FARADAY FUTURE: Plans to Relocate Future China HQ to Huanggang City ------------------------------------------------------------------- Faraday Future Intelligent Electric Inc. announced that the company has signed an Amended and Restated Shareholder Agreement with FF Top LLC, the wholly owned subsidiary of FF Global Partners LLC. The Company and the China Huanggang Government have also reached a non-binding Cooperation Framework Agreement for promoting its US-China dual-home market strategy. The newly signed Shareholder Agreement solidifies FF Top as an important shareholder with 1:10 super voting rights, subject to shareholder approval, and 1:20 super voting rights when FF's market cap reaches $3 billion, also subject to shareholder approval. FF Top will also have the right to nominate four FF Top designees among seven board seats on the terms and conditions set forth in the Shareholder Agreement, which would provide FF Fop with control of the FF board of directors together with certain financing approval rights. The appointment or nomination for election to the FF Board of any FF Top designee shall be subject to the prior reasonable verification and/or reasonable approval of the Nominating and Corporate Governance Committee of the FF Board subject to certain criteria (and no other verifications or approvals). FF Top has informed the Company that the additional proposals in the Shareholder Agreement are expected to be submitted to shareholders for approval. According to the Framework Agreement with the City of Huanggang, FF intends to relocate its future FF China Headquarters there which will support its US-China dual home market and US-China Dual DNA strategy. In accordance with the Framework Agreement, and in furthering complementary advantages, mutual benefit, and common development, both parties are expected to contribute their respective advantages in investment, scientific and technological innovation, industrial transformation, location, and policy. Huanggang is expected to actively assist FF with the industrial layout in Huanggang City, deployment of relevant resources, while providing support for FF's business ventures in Huanggang City, including but not limited to financial and policy support. Faraday Future intends to relocate its FF China headquarters in Huanggang City, while maintaining its global headquarters in Los Angeles, California. The China headquarters is expected to be jointly funded by the Huanggang Government guide fund, industrial fund, and FF. The Framework Agreement was signed in Q3 of 2022. "I am very grateful to the FF global partners for their help during the most difficult period of the company in the past, and I also hope to continue to receive help from FFGP in future company financing and other aspects," said Chen Xuefeng, the Global CEO of FF. FF expects to start production of a saleable FF 91 Futurist at the end of March 2023, coming off the assembly line in early April, with deliveries before the end of April. The Company has completed manufacturing milestone #6 of FF 91 Futurist, the completion of construction and equipment installation in vehicle assembly areas. This marks six of the seven milestones (the 7th milestone being SOP) to mark its manufacturing achievements towards the start of production of the FF 91 Futurist. In addition, the FF 91 Futurist has also completed significant upgrades of systems and core components from both the vehicle, and I.A.I area – the advanced core, which stands for Internet, Autonomous Driving, and Intelligence. About Faraday Future Gardena, CA-based Faraday Future -- www.ff.com -- is a luxury electric vehicle company. The Company has pioneered numerous innovations relating to its products, technology, business model, and user ecosystem since inception in 2014. Faraday Future aims to perpetually improve the way people move by creating a forward-thinking mobility ecosystem that integrates clean energy, AI, the Internet. Faraday Future reported a net loss of $516.50 million for the year ended Dec. 31, 2021, compared to a net loss of $147.08 million for the year ended Dec. 31, 2020. Los Angeles, California-based PricewaterhouseCoopers LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 13, 2022, citing that the Company has suffered recurring losses from operations and has cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. FENIX GROUP: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- Fenix Group, LLC asks the U.S. Bankruptcy Court for the District of Arizona for authority to use cash collateral in accordance with the budget, with a 20% variance. Specifically, the Debtor needs to use revenue generated from business operations to maintain its relationship with the State of Arizona Division of Development Disabilities. The Debtor was greatly impacted by the COVID-19 pandemic. Its billings decreased by 80% during this period. Its ongoing operational expenditures did not decrease in comparison to its revenue. It is continuing to get clients back and is currently operating at approximately 70% of pre-COVID numbers. Ongoing operating expenses have increased dramatically over the past three years; revenues have not. This has greatly impacted the company’s ability to operate at appropriate levels. The Debtor is working hard to ensure the ongoing viability of the company and will continue to build back a strong company. The Debtor remained open during the past three years while many of its sister agencies shut their doors and many of those have not reopened. The Lenders will be adequately protected as follows: a. By continuation and preservation of the going-concern value of the business. b. By the equity cushion in the value of the business. c. By the replacement lien in the Debtor's assets. d. By making adequate protection payments as may be resolved between the Debtor and any of the Lenders for which equity exists in the cash collateral for the Lender's benefit. A copy of the motion is available at https://bit.ly/3iP1yzg from PacerMonitor.com. About Fenix Group, LLC Fenix Group, LLC provides services to children and adults with developmental disabilities. This includes a day program (two locations), group supported employment, transportation, after school and summer programs for children and adult development homes programs. They are funded through the State of Arizona Division of Development Disabilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00155) on January 11, 2023. In the petition signed by Ron Tilley, member and manager, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. D. Lamar Hawkins, Esq., at Guidant Law, PLC, represents the Debtor as legal counsel. FIRST PREMIER: Case Summary & Eight Unsecured Creditors ------------------------------------------------------- Debtor: First Premier Funding, LLC 4653 N. Milwaukee Avenue Chicago, IL 60630 Business Description: First Premier is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). The Debtor is the holder of the beneficial interest to a property located at 17100 S. Halsted Harvey, Illinois (title is held in private land trust). The Debtor's interest in the Property is valued at $2 million. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-00811 Judge: Hon. Lashonda A. Hunt Debtor's Counsel: Paul M. Bach, Esq. BACH LAW OFFICES, INC. P.O. Box 1285 Northbrook, IL 60065 Tel: (847) 564-0808 Fax: (847) 564-0985 Email: pnbach@bachoffices.com Total Assets: $2,005,100 Total Liabilities: $682,315 The petition was signed by Tiffany Webb, Member First Premier Funding LLC/Holder of Beneficial Int. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HPNSLFY/FIrst_Premier_Funding_LLC__ilnbke-23-00811__0001.0.pdf?mcid=tGE4TAMA FROZEN WHEELS: Seeks to Hire Nusinov Smith as Litigation Counsel ---------------------------------------------------------------- Frozen Wheels, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Jeffrey E. Nusinov, Esq. and the law firm Nusinov Smith LLP as its special litigation counsel. The firm will represent the Debtor in the litigation lpending in the United States District Court for the District of Maryland, captioned Frozen Wheels, LLC v. Potomac Valley Home Medical, Inc., Case No. 20-cv-02479-CCB. The hourly rates of the attorneys who will be principally working on this case are Jeffrey E. Nusinov at $650/hour and Paul D. Raschke at $600/hour. Nusinov Smith is a "disinterested person", as that term is defined in Section 101(14) of the Bankruptcy Code, as disclosed in the court filings. The firm can be reached through: Jeffrey E. Nusinov, Esq. Nusinov Smith LLP The Marbury Building 6225 Smith Avenue, Suite 200B Baltimore, MD 21209 Phone: (410) 554-3601 Fax: (410) 554-3636 Email: jnusinov@nusinovsmith.com About Frozen Wheels Miami-based Frozen Wheels, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-18638) on Nov. 7, 2022, with up to $50,000 in assets and $10 million to $50 million in liabilities. Isaac Halwani, manager, signed the petition. Judge Robert A. Mark oversees the case. Glenn D. Moses, Esq., at Genovese Joblove & Battista, P.A. serves as the Debtor's legal counsel. GENESIS GLOBAL: Case Summary & 50 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Genesis Global Holdco, LLC 250 Park Avenue South 5th Floor New York, NY 10003 Business Description: Genesis Global Holdco, LLC (together with the other Debtors and Holdco's Non-Debtor Subsidiaries) and its non-Debtor affiliate Genesis Global Trading, Inc. provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. The Debtors engage in lending, borrowing and certain trading services, while the Non- Debtor Subsidiaries engage in derivatives, custody and most of the Company's trading services. Holdco is a sister company of GGT and 100% owned by Digital Currency Group. Chapter 11 Petition Date: January 19, 2023 Court: United States Bankruptcy Court Southern District of New York Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Genesis Global Holdco, LLC (Lead Case) 23-10063 Genesis Global Capital, LLC 23-10064 Genesis Asia Pacific PTE. LTD. 23-10065 Debtors' Counsel: Sean A. O'Neal, Esq. Jane VanLare, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Tel: 212-225-2000 Email: soneal@cgsh.com Debtors' Financial Advisor: ALVAREZ & MARSAL HOLDINGS, LLC 600 Madison Avenue New York, NY 10022 Debtors' Financial Advisor, Capital Markets Advisor, & Investment Banker: MOELIS & COMPANY LLC 399 Park Avenue, 4th Floor, New York, NY 10022 Debtors' Claims, Noticing & Solicitation Agent: KROLL RESTRUCTURING ADMINISTRATION 55 East 52nd Street 17th Floor, New York, NY 10055 Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by A. Derar Islim as interim CEO. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5LAKS2Q/Genesis_Global_Holdco_LLC__nysbke-23-10063__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/55VGYNQ/Genesis_Global_Capital_LLC__nysbke-23-10064__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5G3QTDQ/Genesis_Asia_Pacific_PTE_LTD__nysbke-23-10065__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Various Lenders as Loan Payable $765,900,135 defined in certain Master Digital Asset Loan Agreements entered into with Gemini Trust Company, LLC, as agent for the Lenders 2. On File Loan Payable/ $462,209,125 Collateral Payable 3. On File Loan Payable Undetermined 4. On File Collateral $230,023,000 Payable 5. Mirana Corp. Loan Payable $151,568,100 Level 30 Six Battery Road Singapore, 049909 Singapore Attn: Jonathan Allen Title: Managing Partner Tel: 916-337-8516 Email: jonathanallen@mirana.xyz 6. Moonalpha Financial Loan Payable $150,015,000 Services Limited Amtel Building 148 Des Voeux Road Central 9th Floor Central Hong Kong, Hong Kong Attn: Del Wang Title: CEO Email: del@babel.finance.com 7. On File Loan Payable $114,507,650 8. Coincident Capital Loan Payable/ $112,272,921 International, Ltd. Collateral Payable C/O Forbes Hare Trust Company Cassia Court 716 10 Market Street Camana Bay, Grand Cayman, KY1-9006 Cayman Islands Attn: Wen Hou Title: Chief Investment Officer Tel: 312-588-6891 Email: wen@coincidentcapital.com 9. On File Loan Payable $90,000,000 10. Donut, Inc. Loan Payable $78,037,054 c/o Proskauer Rose LLP Attn: Brian S. Rosen Tel: 212-969-3000 Email: brosen@proskauer.com 11. On File Loan Payable $75,451,600 12. On File Loan Payable $64,912,001 13. Altcoinomy SA Loan Payable $61,801,095 Place des Florentins 1 1204 Geneva, Switzerland Attn: Konstantinos Lanaras Title: CEO Tel: +41 22 707 73 99 Email: konstantinos@altcoinomy.com 14. Streami Inc. Loan Payable $56,766,174 18th floor, 42 Olympic-ro 35da-gil Songpa-gu Seoul, Republic of Korea Attn: Junhaeng Lee Title: CEO Tel: +82 4328700120 Email: junhaeng.lee@streami.co 15. Heliva International Corp Loan Payable $55,005,190 MMG Tower 23rd Floor Ave. Paseo Del Mar, Costa Del Este Panama City, Panama Attn: Santiago Esponda Tel: 598-972-21410 Email: santiago@decentraland.org 16. VanEck New Finance Loan Payable $53,101,676 Income Fund, LP 666 Third Avenue New York, NY 10017 United States Attn: Jan van Eck Title: CEO Tel: 914-960-9809 Email: jvane@vaneck.com 17. On File Loan Payable $51,785,259 18. On File Loan Payable $47,202,205 19. Claure Group LLC Loan Payable $45,857,828 200 South Biscayne Blvd. Suite 4420 Miami, FL 33131 United States Attn: Joan Papadakis Title: CFO Tel: 954-306-2489 Email: joan5825@aol.com 20. On File Loan Payable $40,822,287 21. On File Loan Payable/ $40,266,984 Collateral Payable 22. On File Collateral Payable $39,787,136 23. On File Loan Payable $38,532,747 24. Digital Finance Group Loan Payable $37,907,447 111 Ellis Street Floor 2 & 3 San Francisco, CA 94102 United States Attn: Terry Culver Title: Executive Director Tel: 212-998-5700 Email: terry.culver@dfg.group.com 25. On File Loan Payable $35,214,334 26. On File Loan Payable $32,557,600 27. Plutus Lending LLC Loan Payable $30,003,000 958 California Street Mountain View, CA 94041 United States Attn: Bill Barhydt Title: CEO Tel: 650-723-6961 Email: bill@abra.com 28. Ripio International Loan Payable $27,552,174 Willow House Floor 4 Cricket Square Grand Cayman, KY01-9010 Cayman Islands Attn: Sebastián Serrano Title: CEO Tel: 650-390-3966 Email: sebastian@ripio.com 29. Winah Securities S.A. Loan Payable $26,896,243 Avenida Del Pacifico Y Avenida Paseo Del Mar Costa Del Este MMG Tower Piso 23, Ciudad De Panama, 0801 Panama Attn: Esteban Ordano Title: Attorney in Fact Tel: 415-316-3327 Email: eordano@winah.dev 30. On File Loan Payable $26,176,466 31. Levity & Love, LLC Loan Payable $25,534,533 1622 West James Place #2F07 Kent, WA 98032 United States Attn: Jon Collins-Black Title: Owner Tel: 323-573-2825 Email: levitylovellc@gmail.co 32. On File Loan Payable $21,622,568 33. Caramila Capital Loan Payable $21,561,663 Management LLC 157 Columbus Ave Fl 4 New York, NY 10023 United States Attn: Marko Simovic Tel: 1-631-334-0396 Email: markobarko@gmail.co 34. On File Loan Payable $20,645,334 35. On File Loan Payable $20,152,817 36. Big Time Studios Ltd. Loan Payable $20,000,000 Cayman Fiduciary Limited 64 Earth Close 3rd Floor, Landmark Square Grand Cayman, KY1-9006 Cayman Islands Attn: Ari Meilich Title: CEO Tel: 917-257-4219 Email: arimeilich@gmail.co 37. Cumberland DRW LLC Collateral Payable $18,720,061 540 W. Madison Street Suite 2500 Chicago, IL 60661 United States Attn: Chris Zeuhlke Title: Global Head Tel: 847-891-9583 Email: czeuhlke@drw.com 38. On File Loan Payable $17,463,057 39. On File Loan Payable $17,246,080 40. On File Loan Payable $15,445,729 41. Coinhouse Loan Payable $14,857,000 14 Avenue De L'Opera Paris, 75002 France Attn: Nicolas Louvet Title: CEO Tel: +330-153009260 Email: nicolas@coinhouse.com 42. Stellar Development Foundation Loan Payable $13,187,008 292 Ivy Street Unit e San Francisco, CA 94102 United States Attn: Denelle Dixon Title: CEO Tel: 408-431-6919 Email: denelle@stellar.org 43. On File Loan Payable $13,127,878 44. Bayhawk Fund LLC Loan Payable $12,562,500 One Penn Plaza Suite 5320 New York, NY 10119 United States Attn: Gregory Racz Title: President Tel: 1-212-356-6102 Email: gracz@mgginv.com 45. On File Loan Payable $11,292,345 46. On File Loan Payable $10,905,742 47. On File Loan Payable $10,369,828 48. The Badger Technology Loan Payable $10,245,821 Company Holdings, Limited Campbells Corporate Services Limited Willow House Floor 4 Cricket Square Grand Cayman, KY19010 Cayman Islands Attn: Sonia Garica Tel: +52 556382 8572 Email: banking_gibraltar@bitso.com 49. Valour, Inc. Collateral Payable $10,239,290 65 Queen Street W Toronto, ON M5H 2M5 Canada Attn: Olivier Roussy Newton Title: CEO Tel: +114168612269 Email: olivier@btq.li 50. Schnutz Investments LP Loan Payable $10,148,492 Rua Marcos Lopes 233 Apto 162 Vila Nova Conceicao Sao Paulo, 04513-080 Brazil Attn: Maria Teresa Felix Title: Analyst Tel: 1-917-672-3311 Email: maria.felix@sierracap.com GENESIS GLOBAL: Files Chapter 11 With Dual-Track Plan ----------------------------------------------------- Genesis Global Holdco, LLC, an industry pioneer and digital currency prime brokerage, on Jan. 19 announced strategic actions to achieve a global resolution to maximize value for all clients and stakeholders and strengthen its business for the future. As previously announced, Genesis and its advisors have been engaged in ongoing, productive discussions with advisors to its creditors and corporate parent Digital Currency Group ("DCG") to evaluate the most effective path to preserve assets and move the business forward. Genesis has now commenced a court-supervised restructuring process to further advance these discussions and reach a holistic solution for its lending business, which, if achieved, would provide an optimal outcome for Genesis clients and Gemini Earn users. Genesis Global Holdco, LLC ("GGH") and two of its lending business subsidiaries, Genesis Global Capital, LLC ("GGC") and Genesis Asia Pacific Pte. Ltd. ("GAP"), filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "court"). Genesis's other subsidiaries involved in the derivatives and spot trading and custody businesses and Genesis Global Trading are not included in the filing and continue client trading operations. As part of its Chapter 11 filing, Genesis has proposed a roadmap to an exit including a Chapter 11 plan (the "plan") that calls for a framework for a global resolution of all claims through, and the creation of, a trust that will distribute assets to creditors. The plan contemplates a dual track process in pursuit of a sale, capital raise and/or equitization transaction that would enable the business to emerge under new ownership. The company will initiate a marketing and sale process to monetize GGH's assets or otherwise raise capital, using the transaction proceeds to pay creditors fairly and equitably. If the marketing process does not result in a sale or capital raise, creditors will receive ownership interests in Reorganized GGH. All aspects of the restructuring process will be overseen by an independent special committee of the company's board of directors. "While we have made significant progress refining our business plans to remedy liquidity issues caused by the recent extraordinary challenges in our industry, including the default of Three Arrows Capital and the bankruptcy of FTX, an in-court restructuring presents the most effective avenue through which to preserve assets and create the best possible outcome for all Genesis stakeholders," said Derar Islim, Interim CEO, Genesis. "We deeply appreciate our clients' ongoing patience and partnership as we work towards an equitable solution." Derar Islim was appointed to his position in August 2022 as part of a series of leadership announcements to further strengthen the company's governance and position it for the future. "We have crafted a deliberate process and roadmap through which we believe we can reach the best solution for clients and other stakeholders," said Paul Aronzon, an independent director at Genesis. "We look forward to advancing our dialogue with DCG and our creditors' advisors as we seek to implement a path to maximize value and provide the best opportunity for our business to emerge well-positioned for the future." Genesis has more than $150 million in cash on hand which will provide ample liquidity to support its ongoing business operations and facilitate the restructuring process. The company has filed a number of customary "first day" motions with the court to enable day-to-day operations to continue in the normal course. Court approval for these requests is expected in the coming days. Redemptions and new loan originations in the lending business remain suspended, and claims will be addressed through the Chapter 11 process. Genesis and its advisors will continue to evaluate options to advance the process to reach a global resolution. Additional information on the Chapter 11 filing, including access to court documents, is available at https://restructuring.ra.kroll.com/genesis. Moelis & Company is acting as financial advisor to the company. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel. Alvarez & Marsal is serving as restructuring advisor. About Genesis Genesis -- http://www.genesistrading.com-- is a full-service digital currency prime brokerage providing a single point of access for select qualified individuals and global institutional investors. Genesis combines unrivaled operational excellence, a seamless user experience, and best-in-class client service to provide the full suite of services global investors require to manage their digital asset portfolios. GENESIS GLOBAL: Files for Chapter 11 Amid Cash Woes, Ties to FTX ---------------------------------------------------------------- Genesis Global Holdco, LLC, and affiliates Genesis Global Capital, LLC, and Genesis Asia Pacific PTE. LTD. sought Chapter 11 protection to obtain a breathing space while it works out a payout plan with creditors. Genesis Holdco and its non-debtor affiliate Genesis Global Trading, Inc. -- GGT -- provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Holdco is a sister company of GGT and 100% owned by Digital Currency Group, Inc. ("DCG"). Most of Holdco's subsidiaries and its sister company GGT have not filed petitions for relief and are not a part of the Chapter 11 cases. The Non-Debtor Subsidiaries include, without limitation, Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC The Debtors engage in lending, borrowing and certain trading services, while the Non-Debtor Subsidiaries engage in derivatives, custody and most of the Company's trading services. Tremendous Dislocation A. Derar Islim, interim CEO of the Debtors, explain that over the past few months, the digital asset industry has experienced tremendous dislocation. The collapse of LUNA and TerraUSD and subsequent liquidation of 3AC signalled the onset of a new "crypto winter" and a growing industry-wide reluctance to do business with digital asset companies. As market conditions worsened, other companies faced financial difficulties, including Celsius Network LLC and certain affiliates and Voyager Digital Holdings, Inc. and certain affiliates, which filed for Chapter 11 in July 2022. Most recently, FTX Trading Ltd. ("FTX"), Alameda Research Ltd. and certain affiliates filed for Chapter 11 proceedings. The Debtors have been adversely affected by the FTX Entities' collapse. As of the petition date in the FTX Entities' Chapter 11 proceedings, GGCI had a total exposure in digital assets held at FTX of approximately $175 million. GGC had outstanding loans to Alameda in digital assets having a value of approximately $37 million. However, because GGC hedged its exposure to price changes in the value of the digital assets underlying the Alameda loans, its estimated loss from these loans is approximately $7 million. These drastic market shifts have decreased investor confidence in the digital asset markets and severely and adversely impacted the Company's business. This "run on the bank" following the FTX Entities' collapse in early November severely impacted the Company's available liquidity. As a result of the unprecedented number and size of the loan calls, on Nov. 16, 2022, GGC and GAP paused all lending and borrowing to preserve the Debtors' estates, ensure fair distribution and begin discussions with stakeholders. Over the past two months, the Debtors and their advisors have engaged in extensive negotiations with various advisors to creditor groups to explore strategic solutions. In addition, the Debtors have undertaken cost-saving and liquidity-preserving measures. As a result of those efforts, the Debtors have determined that an in-court process is the best path to continue their efforts to reach a consensual resolution and maximize value for the Debtors' stakeholders. Accordingly, on Jan. 19, 2023, each of these Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code: (1) Genesis Global Holdco, LLC Non-debtor Digital Currency Group, Inc. ("DCG") owns 100% of Holdco, which in turn owns 100% of GGC and GAP (2) Genesis Global Capital, LLC GGC is a private limited liability company organized under the laws of Delaware that provides lending and borrowing services for digital assets and fiat currency primarily to and from institutional and high net worth individual customers. It is registered as a Money Services Business with the Financial Crimes Enforcement Network ("FinCEN"). (3) Genesis Asia Pacific Pte. Ltd. GAP is a Singapore-based digital payment token service provider which carries out digital asset trading and lending activities. As of July 2022, GAP has received an In-principle Approval for a Major Payment Institution license under the Payment Services Act 2019 by the Monetary Authority of Singapore and is operational under the pre-licensing regime. While the Company's discussions with advisors to various creditor groups and DCG have been very productive in narrowing issues, they have not yet achieved a global resolution. Accordingly, the Debtors commenced the Chapter 11 cases to continue their efforts towards a consensual resolution through a transparent, court supervised process. To that end, the Debtors are concurrently filing a proposed plan of reorganization, which will be amended as necessary to reflect the results of our continued negotiations. $5.3 Billion of Debt As of Nov. 30, 2022, the total value of the Debtors' assets was approximately $5.3 billion and liabilities were approximately $5.1 billion on a combined basis, including intercompany balances. As of the Petition Date, the Debtors have more than $150 million in cash, $500 million in digital assets, and $385 million in shares in brokerage accounts respectively. As of Nov. 30, 2022, the Debtors had approximately $505 million in outstanding loans to Third Parties. In connection with the outstanding loans, the Debtors have received approximately $553 million in collateral against those loans in both U.S. dollars and/or digital assets. According to information made available by the Company's management, as of Nov. 30, 2022, GGC and GAP had outstanding borrowings in U.S. dollars and digital assets totaling approximately $2.6 billion with approximately 595 non-affiliated institutional lenders.3 In connection with such borrowings, GGC and GAP have posted approximately $351 million in collateral denominated in U.S. dollars and/or digital asset. GGC also has outstanding borrowings of digital assets with customers of Gemini Trust Company, LLC. GGC did not interact with Gemini's customers -- Gemini Lenders -- directly; rather, the Gemini Lenders appointed Gemini to act as their agent in connection with the Gemini Borrowings. GGC entered into a security agreement with Gemini as agent for the Gemini Lenders pursuant to which GGC pledged 30,905,782 shares of the Grayscale Bitcoin Trust -- GBTC -- to Gemini for the benefit of the Gemini Lenders to secure GGC's obligations under the Gemini Borrowings. On November 16, 2022 Gemini informed GGC it had foreclosed on the shares pledged under the security agreement through a private sale at the market price as of 4:00 p.m. EST of $9.20 per share. The proceeds of such sale, $284,333,194.40, less costs and expenses of foreclosure, were applied to GGC's outstanding obligations under the Gemini Borrowings. GGC disputes whether Gemini's foreclosure satisfied applicable law. Moreover, according to information made available by the Company's management, as of November 30, 2022, GGC has outstanding loans to DCG amounting to approximately $500,000,000. The loans consist of: * A $100,000,000 loan, which was executed on January 24, 2022 with an original maturity date of July 24, 2022, which was later extended to May 11, 2023; * A $100,000,000 loan, which was executed on February 23, 2022 with an original maturity date of August 23, 2022, which was later extended to May 11, 2023; * A $200,000,000 loan, which was executed on May 9, 2022 with a maturity date of May 9, 2023; * A $100,000,000 loan, which was executed on May 10, 2022 with a maturity date of May 10, 2023. On June 30, 2022, DCG assumed a $1.1 billion payable GAP owed to GGC and evidenced the assumed payable with a $1.1 billion promissory note in favor of GGC that had a 10 year maturity and fixed interest rate of 1% that may, at DCG's option, be paid in kind. First Day Pleadings To minimize the adverse effects on their business during the Chapter 11 cases, and to ensure continued ordinary course operations post-petition, the Debtors have requested various types of customary relief in the their first day motions, which include motions to: * jointly administer the Chapter 11 cases. * extend the time within which the Debtors must file their schedules and statements required by Bankruptcy Rule 1007(a)(3) through and including 35 days. * remit and pay certain prepetition taxes and fees that will become payable during the pendency of these Chapter 11 Cases in the ordinary course of business. * pay and honor certain prepetition employment-related claims, and * appoint Kroll Restructuring Administration LLC as Claims and Noticing Agent. A hearing on the Debtors' First Day Motions will be held on January 23, 2023 at 2:00 p.m. (ET) before the Honorable Sean H. Lane, United States Bankruptcy Court for the District of United States Bankruptcy Court for the Southern District of New York. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. (GAP) LTD. provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. On Jan. 19, 2023, Genesis Global Holdco, LLC and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y). The cases are pending before the Honorable Sean H. Lane, and the Debtors have requested joint administration of the cases under Case No. 23-10063. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as counsel; Alvarez & Marsal Holdings, LLC, as financial advisor; and Moelis & Company LLC as investment banker. Kroll Restructuring Administration is the claims agent. GENESIS GLOBAL: Silvergate Says Deposits at Less Than $2.5 Million ------------------------------------------------------------------ Silvergate Capital Corporation, the leading provider of innovative financial infrastructure solutions to the digital asset industry, on Jan. 20 announced a business update in connection with the recently announced bankruptcy filing by Genesis Global Holdco, LLC and its subsidiaries Genesis Global Capital LLC and Genesis Asia Pacific PTE LTD. Silvergate's deposit relationship with Genesis was less than $2.5 million as of both December 31, 2022 and January 19, 2023. Genesis is not a custodian for Silvergate's bitcoin-collateralized SEN Leverage loans and Silvergate has no outstanding loans to nor investments in Genesis. While this continues to be a turbulent time in the digital asset industry, Silvergate's exposure to Genesis is minimal and customers’ deposits are, and have always been, safely held. About Silvergate Silvergate Capital Corporation (NYSE: SI) is the leading provider of innovative financial infrastructure solutions and services for the digital asset industry. The Company’s real-time payments platform, known as the Silvergate Exchange Network, is at the heart of its customer-centric suite of payments, lending and funding solutions serving digital asset companies and investors around the world. Silvergate is enabling digital asset markets and reshaping global commerce for a digital asset future. About Genesis Genesis -- http://www.genesistrading.com/-- is a full-service digital currency prime brokerage providing a single point of access for select qualified individuals and global institutional investors. Genesis combines unrivaled operational excellence, a seamless user experience, and best-in-class client service to provide the full suite of services global investors require to manage their digital asset portfolios. GENESIS GLOBAL: Tokens.com Says Exposure Only 3.1% of Total Assets ------------------------------------------------------------------ Tokens.com Corp., a publicly-traded company that invests in web3 assets and builds businesses linked to crypto staking, the metaverse and play-to-earn gaming, provides update on assets being held with Genesis Global Capital, LLC ("Genesis"). In the evening of January 19th, 2022, Genesis Global Capital filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. Tokens.com has a loan facility with Genesis, for which the Company was required to post collateral in token assets. Based on the closing price on January 19, 2023, this collateral was worth approximately US$749,000. Tokens.com has a loan outstanding against this collateral of US$138,000. The difference between the collateral and the loan value represents approximately 3.1% of Tokens.com's total assets of US$20.0 million as at September 30, 2022, our financial year-end. Tokens.com has been aware of the issues at Genesis and has been requesting to have its collateral returned and repay the loan outstanding. Redemption of collateral for all lending clients has been frozen by Genesis since November 16, 2022. Genesis is currently establishing a customary claims process, which could put all or a portion of the value of the Tokens.com's net collateral at risk. The unavailability of these tokens does not have a material impact on Tokens.com's financial position or operations. There was no cash held at Genesis. Tokens.com remains well capitalized to meet its future plans and this does not affect the Company's cash position. The remainder of crypto assets owned by Tokens.com are held in internally managed wallets which are not at risk of third-party management or custody issues. Tokens.com management continues to monitor the situation and remains in contact with Genesis to seek a resolution to this situation that is in the best interest of Tokens.com shareholders. About Tokens.com Tokens.com Corp (NEO Exchange Canada: COIN)(Frankfurt Stock Exchange: 76M) (OTCQB US: SMURF) -- http://www.Tokens.com-- is a publicly traded company that invests in web3 assets and builds web3 businesses. The Company focuses on three operating segments: i) crypto staking, ii) the metaverse and, iii) play-to-earn crypto gaming. Tokens.com owns digital assets and operating businesses within each of these categories. Staking operations occur within Tokens.com. Metaverse operations occur within a subsidiary called Metaverse Group. Metaverse Group wholly-owns a subsidiary called cocoNFT, a platform that allows Instagram users to mint and sell NFTs easily. Additionally, Metaverse Group is a strategic investor in Metaverse Architects, a leading 3D modelling and game development studio. Crypto gaming operations occur within a subsidiary called Hulk Labs. All the Company's usinesses are tied together by the utilization of blockchain technology and are linked to high-growth macro trends within web3. Through sharing resources and infrastructure across these business segments, Tokens.com is able to efficiently incubate these businesses from inception to revenue. About Genesis Genesis -- http://www.genesistrading.com/-- is a full-service digital currency prime brokerage providing a single point of access for select qualified individuals and global institutional investors. Genesis combines unrivaled operational excellence, a seamless user experience, and best-in-class client service to provide the full suite of services global investors require to manage their digital asset portfolios. GOLDEN KEY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Golden Key Group, LLC 8400 Corporate Drive, Suite 300 Landover, MD 20785 Business Description: Golden Key Group is a professional services firm dedicated to helping federal and commercial clients solve today's strategic, organizational and operational challenges while addressing their future needs. Founded in 2002, Golden Key Group's solution offerings include Human Capital Management Support, Human Resources Operations, Employee Training and Leadership Development, Professional Consulting Services, Program Management Office, Acquisition and Category Management, Analytics and Information Technology, Executive Search Services, and Select Solutions. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court District of Maryland Case No.: 23-10414 Debtor's Counsel: Paul Sweeney, Esq. YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC 11825 West Market Place, 2nd Floor Fulton, MD 20759 Tel: (443) 569-5972 Fax: (410) 571-2798 Email: psweeney@yvslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Gretchen McCracken as CEO & managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UFT2D5I/Golden_Key_Group_LLC__mdbke-23-10414__0001.0.pdf?mcid=tGE4TAMA GREENIDGE GENERATION: Faces $4M Suit Over Securities Act Violation ------------------------------------------------------------------ Greenidge Generation Holdings Inc. and Jeffrey Kirt (the former CEO of Greenidge) were served with a lawsuit filed by certain parties in the United States District Court for the Southern District of New York asserting violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission Rule 10b-5. According to the Company's Form 8-K filed with the Securities and Exchange Commission, the Suit alleges that the proxy statement for special meeting of stockholders of Support.com, Inc. filed on Aug. 10, 2021 in connection with Greenidge's acquisition of Support misrepresented the manner in which consideration would be paid to holders of Support common stock. The Plaintiffs purport to seek damages of approximately $4 million. Greenidge believes that the plaintiffs' claims are without merit and intends to defend itself vigorously. About Greenidge Generation Headquartered in Fairfield, CT, Greenidge Generation Holdings Inc. (NASDAQ: GREE) -- www.greenidge.com -- is a vertically integrated cryptocurrency datacenter and power generation company. Greenidge reported a net loss of $44.48 million in 2021, compared to a net loss of $3.29 million in 2020. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $131.49 million. "The Company anticipates that existing cash resources will be depleted by the end of the first quarter of 2023. Depending on its assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimated amount of required liquidity will vary significantly. Similarly, management cannot predict when or if bitcoin prices will recover to prior levels, or when energy costs may decrease. While the Company continues to work to implement the options to improve liquidity, there can be no assurance that these efforts will be successful. Management's ability to successfully implement these options could be negatively impacted by items outside of its control, in particular, significant decreases in the price of bitcoin, regulatory changes concerning cryptocurrency, increases in energy costs or other macroeconomic conditions and other matters identified in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2021 and Part II, Item 1A "Risk Factors" of this Quarterly Report on Form 10-Q. Given the lack of improvement in the above mentioned factors in the third quarter of 2022, there is uncertainty regarding the Company's financial condition and substantial doubt about its ability to continue as a going concern for a reasonable period of time," Greenidge stated in its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2022. GREER TRANSPORT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Greer Transport LLC 486 NW 68th Avenue Ocala, FL 34482 Business Description: Greer Transport is a family-owned and operated trucking company based out of Ocala, FL. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00124 Judge: Hon. Jacob A. Brown Debtor's Counsel: Richard A. Perry, Esq. RICHARD A. PERRY P.A. 820 East Fort King Street Ocala, FL 34471-2320 Tel: 352-732-2299 Email: richard@rapocala.com Total Assets: $437,242 Total Liabilities: $1,696,803 The petition was signed by Charles A. Greer, member/manager of Greer Transport LLC. 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/D4QLILA/Greer_Transport_LLC__flmbke-23-00124__0001.0.pdf?mcid=tGE4TAMA GRILLNETICS LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Grillnetics, LLC 5609 W. Latham St., #105 Phoenix, AZ 85043 Business Description: Grillnetics develops custom outdoor kitchens to a wide range of customers. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court District of Arizona Case No.: 23-00374 Debtor's Counsel: Philip J. Giles, Esq. ALLEN BARNES & JONES, PLC 1850 N. Central Avenue, Suite 1150 Phoenix, AZ 85004 Tel: 602-256-6000 Email: pgiles@allenbarneslaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew Mill as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NTYCMNY/GRILLNETICS_LLC__azbke-23-00374__0001.0.pdf?mcid=tGE4TAMA GROWLIFE INC: Sells $88,200 Promissory Note to 1800 Diagonal ------------------------------------------------------------ Growlife, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission it entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC, pursuant to which the Company sold 1800 Diagonal a promissory note in the principal amount of $88,200. The Note carries a one-time interest charge of 12% which was applied on the issuance date to the principal (22% upon the occurrence of an event of default) and has a maturity date of Jan. 11, 2024. The Note included an original issue discount of $9,450 and transaction expenses of $3,750 and was purchased for an aggregate of $75,000. The Note was funded by the Investor as of Jan. 13, 2023. The Note requires that the Company make monthly payments for accrued interest and outstanding principal, which shall be paid in 10 payments each in the amount of $9,878.40 (a total payback to the Holder of $98,784.00). The first payment shall be due March 1, 2023, with nine subsequent payments each month thereafter. The Company shall have a five day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. The Investor may in its option, at any time following an Event of Default, as defined in the Note, convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to 75% of the lowest daily volume weighted average price ("VWAP") of the Company's common stock during the 10 trading days prior to the date of conversion. Additionally, the Company agreed to reserve five times the number of shares of the Company's common stock which may be always issuable upon conversion of the Note, or 14,700,000 shares of common stock. The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The Note also contains customary positive and negative covenants. At no time may the Note be converted into shares of the Company's common stock if such conversion would result in the Investor, or its affiliates owning an aggregate of more than 4.99% of the then outstanding shares of our common stock. About GrowLife Founded in 2012, GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- is the owner of Bridgetown Mushrooms, acting as its parent Company. 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. GUNTHER CHARTERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Gunther Charters Inc. 7443 Shipley Ave Harmans, MD 21077-3102 Business Description: Since 1985, Gunther Charters has been providing motor coach transportation services, specializing in a variety of professional transportation services. Gunther Charters provides corporate/business transportation, convention shuttle service, airport transfers, military reunion tours, school groups, group charters, and tour operator transportation services. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court District of Maryland Case No.: 23-10416 Debtor's Counsel: Daniel Staeven, Esq. FROST LAW 839 Bestgate Rd. Ste. 400 Annapolis, MD 21401 Tel: (410) 497-5947 Email: daniel.staeven@frosttaxlaw.com Total Assets: $9,677,008 Total Liabilities: $13,495,288 The petition was signed by Martin Gunther 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/B7LOMOA/Gunther_Charters_Inc__mdbke-23-10416__0001.0.pdf?mcid=tGE4TAMA HERITAGE COMMUNITY OF KALAMAZOO: Fitch Affirms IDR at 'BB' ---------------------------------------------------------- Fitch Ratings has affirmed Heritage Community of Kalamazoo Obligated Group, MI's (HCK OG) Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed at 'BB' approximately $51 million of limited obligation revenue bonds issued by the Economic Development Corporation (EDC) of the City of Kalamazoo, MI on behalf of HCK OG. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Heritage Community of Kalamazoo Obligated Group (MI) LT IDR BB Affirmed BB Heritage Community of Kalamazoo Obligated Group (MI) /General Revenues/1 LT LT BB Affirmed BB ANALYTICAL CONCLUSION The affirmation of the 'BB' rating and the Stable Outlook reflect HCK's midrange revenue defensibility supported by historically strong occupancy across the continuum of care coupled with modest ILU pricing and a midrange operating risk profile. Its operating performance is adequate for a type B community. HCK opened Revel Creek, a $53 million project consisting of 60 new ILU units located at the west end of the existing campus in August 2022. There are currently 37 occupied units in Revel Creek, and 95% fill up is expected to be completed by Feb. 24. Despite a weaker first quarter, Fitch expects operating results to improve as revenues from Revel Creek's filled units positively affects operating performance. Historically, HCK's unit mix has been weighted more heavily on their SNF units. The additional IL units from the Revel Creek expansion will provide a better balance of ILU to SNF units, which Fitch views favorably. Fitch's forward look shows HCK's financial profile strengthen as the new units are filled and the short-term debt is paid down. Approximately, $8.2 million of short-term debt has been paid in 2023, and HCK anticipates paying an additional $4.9 million in 2023 and the remaining $2.5 million in early 2024. After FY 2023, HCK's capex should be manageable for the next few years with no additional debt expected. In the next year, should HCK complete its fill up and operations further improve, there could be positive momentum on the rating. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Good Service Area Supports Adequate Demand HCK operates in a market with competing LPCs, although the organization benefits from a generally good service area around Kalamazoo, MI with adequate historical demand. HCK's ILU occupancy rate has averaged around 86% from FY 2018-2022. However, as of December 2022, ILU dipped to 71% due to new units coming online and the fill-up of Revel Creek beginning but is expected to rebound to historical averages as new residents move into their deposited units. SNF occupancy typically measured in the 85% - 90% range over the past five fiscal years. ALU occupancy remains well above 90%, while dementia/memory care averaged 96% from FY 2018-2022. Operating Risk: 'bbb' Track-Record of Solid Operating Metrics for a Non-investment Grade LPC HCK's midrange operating risk assessment is supported by a track-record of adequate operating metrics at its rating level. Fitch expects that operating results will be sustained and ultimately benefit from the Revel Creek expansion project. HCK's capital spending ratio has been elevated in recent years, but no additional debt is planned in the near future. HCK's operating ratio averaged 92.2% over the past five fiscal years. However, through 1Q23 the operating ratio jumped to 107.3%. NOM averaged nearly 6.4% for the five years through fiscal 2022, including 4.4% in fiscal 2022 due to inflationary pressures. NOM-adjusted was a 9.5% in fiscal 2022 and averaged 7.4 from FY2018-2022. Maximum annual debt service is $3.1 million, equating to MADS as a percent of revenue of 15% for FY22. Revenue-only MADS coverage at FY22 year end was 0.8x, while debt-to-net-available is somewhat high at roughly 18x. Financial Profile: 'bb' Good Forward-Looking Financial Profile Through Fitch's forward-looking stress scenario, which includes a period of operational and issuer-specific portfolio stress, Fitch expects capital-related ratios to improve over time, particularly with the successful launch of Revel Creek. Even in a stress case of Fitch's scenario analysis, cash-to-adjusted debt could approach 50% by the end of year 2025. At the end of FY 2022, HCK's cash-to-adjusted debt was nearly 35% while MADS coverage was 1.2x. Fitch calculated Days cash on hand was 307 days as of Sept. 30, 2022. Days cash does not fall below 450 days in any year of the forward-looking base case or 390 days in the stress case. Asymmetric Additional Risk Considerations There are no asymmetric risk considerations associated with HCK OG's rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Sustained operating challenges such that the operating ratio rises to above 100%, and covenant debt service coverage weakens to below 1.3x - Significant weakening of liquidity ratios. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Successful fill up of Revel Creek project without major delays; - Maintenance of maximum annual debt service (MADS) coverage closer to 1.5x; - Expectation that cash-to-adjusted debt will remain above 50%, even in a stress case of the scenario analysis. CREDIT PROFILE Founded in 1945 as a gift form Harold and Grace Upjohn, HCK is a type-B LPC located in Kalamazoo, MI, approximately 1.5 miles south of downtown. HCK OG currently includes 86 ILUs at its Wyndham apartment complex dba The Artisan, 60 ILUs at its Revel Creek complex, 29 ALUs at Wyndham West dba Meiland Square Assisted Living, 20 memory care units at Amber Way dba Meiland Square Memory Care, and 90 SNF beds at the Upjohn Community Care Center dba The Upjohn. Outside of the OG, HCK has 61 ALUs and 28 memory care units at Director's Hall dba Hawthorn Landing. HCK OG's total operating revenue measured just over $22 million in audited fiscal 2022 (June 30 year-end). HCK OG offers 50% refundable, 80% refundable (which recently replaced a 70% option), and traditional non-refundable contract options. Management is adding a 90% refundable contract option with the Revel Creek expansion project. 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. HI-POINT CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Hi-Point Construction Co 16120 Silvercrest Fenton, MI 48430 Business Description: The Debtor is a construction company in Michigan. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 23-30135 Debtor's Counsel: Zachary R. Tucker, Esq. WINEGARDEN, HALEY, LINDHOLM, TUCKER & HIMELBOCH P.L.C. G9460 S. Saginaw St. Suite A Grand Blanc, MI 48439 Tel: 810-579-3600 Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jeremy Huntoon as owner. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: https://www.pacermonitor.com/view/UM6AURA/Hi-Point_Construction_Co__miebke-23-30135__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UFKJLEI/Hi-Point_Construction_Co__miebke-23-30135__0001.0.pdf?mcid=tGE4TAMA HOUSTON HOME: Seeks to Tap Pendergraft & Simon as Legal Counsel --------------------------------------------------------------- Houston Home Relief Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Pendergraft & Simon, LLP as its legal counsel. The firm's services include: b. advising the Debtor with respect to its powers and duties; c. conducting examinations; d. preparing and filing schedules of assets and liabilities, statements of affairs and legal papers; e. representing the Debtor at the meeting of creditors; f. representing the Debtor in all proceedings before the bankruptcy court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. preparing, filing, negotiating and prosecuting a disclosure statement and plan of reorganization; h. advising and consulting with the Debtor concerning questions arising in the administration of the estate and concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of creditors; i. investigating the pre-bankruptcy transactions and prosecuting, if appropriate, preference and other avoidance actions arising under the Debtor's avoidance powers or any other causes of action held by the estate; j. defending, if necessary, any motions to lift the automatic stay, contested matters or adversary proceedings, and analyzing and prosecuting any objections to claim; k. appearing before the court; l. assisting the Debtor with real estate and business organizations issues related to its Chapter 11 case; and m. assisting the Debtor in any matters relating to the case. The firm will charge these hourly fees: Leonard Simon and/or William P. Haddock $650 Senior paralegal/senior law clerk $350 Junior paralegal/senior law clerk $250 Pendergraft & Simon is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: William Haddock, Esq. Pendergraft & Simon, LLP 2777 Allen Parkway Suite 800 Houston, TX 77019 Tel: 713-528-8555 Email: whaddock@pendergraftsimon.com About Houston Home Relief Group Houston Home Relief Group, LLC is primarily engaged in renting and leasing real estate properties. The company is based in Katy, Texas. Houston Home Relief Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33647) on Dec. 6, 2022, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Otis Igunbor, Houston Home Relief Group manager, signed the petition. William Haddock, Esq., at Pendergraft & Simon, LLP represents the Debtor as counsel. HUNTER DOUGLAS: S&P Downgrades ICR to 'B' on Increasing Leverage ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'B' from 'B+' on custom window coverings manufacturer Hunter Douglas Finance B.V. At the same time, S&P lowered its issue-level rating on the company's first-lien debt to 'B' from 'B+'. The '3' recovery rating remains unchanged and indicates its expectation of meaningful (50-70%; rounded estimate: 55%) recovery in the event of default. S&P said, "The stable outlook reflects our expectation that the company will maintain leverage below 7x for the next 12 months despite our expectation for weaker global macroeconomic conditions, stressing consumer spending for durable products in the company's key markets. "The downgrade reflects our expectation for weaker credit metrics during the next 12 months because of the impending recession in the U.S. and Europe and ongoing inflationary and foreign exchange pressures." The company's profitability through the first nine months of fiscal 2022 deteriorated from a mix of inflationary pressures and unfavorable impacts in foreign exchange rates, with S&P Global Ratings-adjusted EBITDA margin falling below our original expectations of approximately 18%. To manage cost inflation, the company began implementing price increases during the year, which we expect will continue into 2023. However, foreign exchange headwinds worsened the margin deterioration through 2022, and we expect this to continue into 2023 as uncertainty around European energy, inflation concerns, and the ongoing war in Ukraine continues to remain volatile. S&P said, "Additionally, the company has not yet begun to realize the original $100 million of anticipated cost-savings initiatives that we had expected to begin in 2022 and be fully achieved by 2025. The delay of its cost-savings realization will further contribute to our expectations for weaker-than-expected performance in 2023, particularly as we expect the company will incur meaningful one-time costs to achieve these synergies which began in the fourth quarter of 2022." S&P said, "These margin pressures have been the primary driver behind S&P Global Ratings-adjusted leverage rising from our pro forma expectation following the company being taken private in January 2022 of mid-5x to approximately 5.9x (estimated due to lack of first quarter 2022 financials disclosed by the company) as of last 12 months ended Sept. 30, 2022. Although the company continues to generate decent operating cash flow of more than $150 million in June through September, we note that it has weakened in this inflationary climate, compared with approximately $423 million the same period the prior year. As cost and foreign exchange pressures continue, we expect that both margins and cash flow generation will be weaker in the near term compared with its historical profitability levels." Global demand for window covering products will continue to decline due to a weaker macroeconomic environment. The company grew revenues 27% in 2021 compared to 2020 mainly from M&A and strong demand during the pandemic as consumers spent an increasing portion of discretionary income on home purchases rather than on traveling and other social activities. Additionally, price increases drove organic revenue growth in the teens from 2019-2022. While this increased the company's scale over the past few years and into the beginning of 2022, recent inflation and looming recession risk has hurt consumer discretionary spending and demand, which has led to weaker volumes in the latter half of fiscal 2022, with revenue growth early in 2022 driven primarily by price increases. Historically, slower economic activity in times of recession have weakened the company's top-line performance, with notable periods of sequential revenue compression between the fourth quarter of 2007 and second quarter of 2009, though overall year-over-year revenue growth during the same period showed some resilience. In contrast, the company's profitability during the same period has been more erratic, as demonstrating by EBITDA declining by approximately 30% during the same period because of its more vulnerable cost base during that time. S&P said, "Our base-case forecast is for a shallow recession in 2023, with consumers pressured by higher prices and rising borrowing costs. We believe some consumers will delay purchases or trade down to lower-price products as spending power comes under further pressure, given the discretionary nature of home furnishing products. As a result, we also expect that global demand for window covering products will continue to weaken in the company's other geographical regions through the remainder of 2022 and into 2023, resulting in worse volumes than originally anticipated. Although we note that, the company's direct-to-consumer (DTC) channel mitigates some sensitivity to profitability during weak economic times and its cost profile has improved since the last recession, we continue to expect that recent business weakness and credit metric deterioration could worsen into the next year as demand diminishes and key costs of labor, energy, and inputs remain elevated." The stable outlook reflects S&P's expectation the company will maintain leverage below 7x and continue to generate free operating cash flow, despite a weaker macroeconomic environment. S&P could lower its ratings if leverage rises to and is sustained above 7x and free operating cash flow materially contracts. This could occur if: -- The macroeconomic environment continues to worsen and consumer discretionary household spending on furnishings including window coverings declines further from our base expectations. -- The company is not able to effectively manage input cost pressures from either its inability to pass costs onto customers, or its ability to manage its operations to offset cost increases. -- The company incurs sizable cash costs to achieve its cost savings targets but fails to achieve planned savings. -- The company's financial policy becomes more aggressive and undertakes debt-funded acquisitions or shareholder returns above S&P's expectations. -- While unlikely within the next 12 months, S&P could raise its ratings if the company sustains leverage below 5x or it favorably reassesses the company's competitive position. This could occur if the company: -- Expands EBITDA following successful realization of expected synergies and lower costs as inflationary pressures on fuel, and labor subside, and demand recovers alongside consumer discretionary spending. -- Prioritizes debt reduction instead of acquisitions or shareholder returns, or funding acquisitions such that leverage is maintained below 5x. ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration. S&P's assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners by maximizing shareholder returns, in line with its view of the majority of rated entities owned by private-equity sponsors. IBIO INC: Chief Financial Officer Resigns ----------------------------------------- Robert Lutz, the chief financial and business officer of iBio, Inc., provided the Company notice of his resignation as an executive officer, effective Feb. 10, 2023. As disclosed in a Form 8-K filed with the Securities and Exchange Commission, Mr. Lutz informed the Company that he was resigning as an executive officer to pursue another opportunity and that his resignation from the Company was not the result of any disagreement relating to the Company's strategy, operations, policies or practices or any issues regarding the Company's accounting policies, procedures, estimates or judgements. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- develops next-generation biopharmaceuticals using computational biology and 3D-modeling of subdominant and conformational epitopes, prospectively enabling the discovery of new antibody treatments for hard-to-target cancers and other diseases. iBio reported a net loss attributable to the Company of $50.30 million for the year ended June 30, 2022, a net loss attributable to the Company of $23.21 million for the year ended June 30, 2021, a net loss attributable to the company of $16.44 million for the year ended June 30, 2020, and a net loss attributable to the Company of $17.59 million for the year ended June 30, 2019. As of Sept. 30, 2022, the Company had $84.56 million in total assets, $36.20 million in total liabilities, and $48.37 million in total stockholders' equity. Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Oct. 11, 2022, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities for the years ended June 30, 2022 and 2021 and has an accumulated deficit as of June 30, 2022. These matters, among others, raise substantial doubt about its ability to continue as a going concern. INDIGO PALMS: No Resident Complaints, 4th PCO Report Says --------------------------------------------------------- Terri Cantrell, State Ombudsman and Patient Care Ombudsman for Indigo Palms, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a fourth report regarding the quality of patient care provided at the company's assisted living facility in Daytona Beach, Calif. According to the report, which covers the period October 20, 2022, to December 20, 2022, no complaints concerning the medical care being provided at the facility were filed with the ombudsman program by or on behalf of residents during the reporting period. In addition, the PCO's designee contacted four families of residents via telephone to discuss the care their loved ones receive. Most family members are content with the services being provided. There were no concerns regarding medications, doctor visits, or transportation. Family members stated there is more than ample amounts of food. In terms of staffing requirement, Indigo Palms consistently exceeded the minimum requirement during the reporting period based on the PCO's review of staff schedules and payroll reports. A copy of the fourth ombudsman report is available for free at https://bit.ly/3XtKQUQ from PacerMonitor.com. The PCO can be reached through her attorney: Ana M. Gargollo-McDonald, Esq. Legal Advocate Department of Elder Affairs, LTCOP 4040 Esplanade Way Tallahassee, FL 32399 Telephone: (850)414-2181 Email: mcdonalda@elderaffairs.org About Indigo Palms A Florida limited liability company, Indigo Palms, LLC leases and operates an assisted living facility located at 507 Healthcare Drive, Daytona Beach, Fla. Indigo Palms filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01080) on March 25, 2022, with up to $100,000 in assets and up to $10 million in liabilities. Robert Altman serves as Subchapter V trustee. Judge Tiffany Payne Geyer oversees the case. Kenneth D. Herron, Jr., Esq. at Herron Hill Law Group, PLLC, serves as the Debtor's legal counsel. Lori Berndt, the patient care ombudsman appointed in the Debtor's case, is represented by Lynn C. Hearn, Esq. INSULATION COATINGS: Unsecureds Will Get 5% of Claims in Plan ------------------------------------------------------------- Insulation Coatings & Consultants, LLC filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Small Business Chapter 11 Plan of Reorganization dated January 17, 2023. The Debtor operates an insulation contracting and consulting business providing insulation, fireproofing, and air barrier services to commercial and individual customers in Pennsylvania, New York, Ohio, and West Virginia. The Debtor was forced to file the Petition for Relief immediately after the Internal Revenue Service ("IRS") executed upon recorded federal tax liens by levying against most of the Debtor's current jobs. The IRS served a Notice of Levy upon the general contractors, who were then required to pay the amounts owed to the Debtor directly to the IRS. Without current income, the Debtor was required to file the Chapter 11. The Plan proposes to pay the Debtor's creditors from cash flow from operations and the collection of accounts receivable, including the account receivable from the State University of New York Construction Fund. The Debtor's claim against the State University of New York Construction Fund for goods provided and services rendered at the University of Buffalo Bio-Med Building was listed in the Debtor's Schedules as having an unknown value. The face amount of the SUNY Construction Fund A/R is approximately $1,200,000. The Debtor expects to recover at least $800,000 net of expenses. The Plan proposes to pay Administrative Claims in full on the Effective Date or, if otherwise agreed by the Claimant, over time under the Plan (without interest). The Plan proposes to pay Secured and Priority Claims in full over time plus interest. The Debtor estimates approximately 5% will be paid on account of General Claims pursuant to the Plan. Class 5 consists of General Unsecured Claims in the total amount of $2,124,162.97. The general unsecured creditors will receive 5% of their Allowed Claims without interest. The general unsecured creditors will receive quarterly payments after the Administrative, Secured and Priority Claims are paid. The general unsecured creditors will also receive payment under the Waterfall Distribution. The Debtor's principal, Charles Sorce as 100% Owner, will retain ownership of the Debtor. The Plan will be funded by the ongoing operations of the Debtor. The Debtor will pay its creditors from net profits on a monthly or quarterly basis as called for by the Plan. Additionally, when the lawsuit against the SUNY Construction Fund is resolved, the proceeds collected will be used to pay creditors according to the Waterfall Distribution. The Debtor's financial projections demonstrating the Debtor's ability to make all future Plan payments in the aggregate amount of approximately $2,670,000 during the Plan term (the "Plan Funding"). Plan Funding is in an amount equal to the Debtor's disposable income. A full-text copy of the Plan of Reorganization dated January 17, 2023 is available at https://bit.ly/3iSWQk6 from PacerMonitor.com at no charge. Attorney for the Debtor: Guy C. Fustine, Esq. Knox McLaughlin Gornall & Sennett, PC 120 West Tenth Street Erie, PA 16501-1461 Telephone: (814) 459-2800 Email: gfustine@kmgslaw.com About Insulation Coatings & Consultations Insulation Coatings & Consultants, LLC provides acoustical and thermal insulations that have been used in commercial, industrial and institutional projects nationwide. The Debtor serves the New York, Pennsylvania, and Ohio areas. Insulation Coatings & Consultants sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-10340) on Aug. 9, 2022. In the petition signed by its manager, Charles C. Sorce, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Taddonio oversees the case. The Debtor tapped Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, PC as bankruptcy counsel; Colligan Law, LLP as special counsel; and Schaffner Knight Minnaugh & Co. as accountant. JOHNSON GAS: Seeks to Hire Grillo Law as Bankruptcy Counsel ----------------------------------------------------------- Johnson Gas, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Grillo Law Firm as its bankruptcy counsel. The firm's services include: a. advising and consulting with the Debtor on contract negotiations; b. evaluating and objecting to claims of various creditors; c. appearing in, prosecuting, or defending suits and proceedings; d. representing the Debtor in court proceedings; e. advising the Debtor on any reorganization plan; and f. other legal services necessary to administer the Debtor's Chapter 11 case. The firm will receive a flat fee of $3,283 for its services. Nicholas Grillo, Esq., at Grillo Law Firm, disclosed in a court filing that his firm does not represent interests adverse to the Debtor and its estate. The firm can be reached through: Nicholas T. Grillo, Esq. Grillo Law Firm 607 Corinne Street, Ste. A3 Hattiesburg, MS 39401 Phone: 769-+390-7935 Email: grillolawms@gmail.com About Johnson Gas Johnson Gas, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Miss. Case No. 23-00056) on Jan. 10, 2023, listing $100,001 to $500,000 in both assets and liabilities. Judge Katharine M Samson presides over the case. Nicholas T Grillo, Esq. at the Grillo Law Firm represents the Debtor as counsel. KABBAGE INC: Amends Reserve Bank Claims Pay Details --------------------------------------------------- Kabbage, Inc. d/b/a Kservicing, et al., submitted a Second Amended Disclosure Statement and Second Amended Plan dated January 17, 2023. This Plan is being proposed as a joint chapter 11 plan of the Debtors for administrative purposes only and constitutes a separate chapter 11 plan for each Debtor. This Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims of Interests set forth in this Plan. The proposed chapter 11 Plan provides that KServicing shall continue to service all Pledged PPPLF Loans, all CRB PPP Loans, and all CB PPP Loans in the ordinary course and in accordance with the Program Agreements, CRB Agreements, and CB Agreements (including the Settlement and Release Agreement, dated October 27, 2022, by and among KServicing and CB) through the Plan Effective Date. Class 3 consists of the Reserve Bank Claims. The Reserve Bank Claims are Allowed, including pursuant to the Cash Collateral Order, against the Debtors in the aggregate principal amount, as of the Commencement Date, of approximately $536,450,940 in respect of outstanding PPPLF Advances under the Program Agreements. Each holder of an Allowed Reserve Bank Claim shall receive the following treatment in respect of the Allowed Reserve Bank Claims: * The Reserve Bank Secured Claims will receive (x) the PPPLF Collateral; provided that, to the extent the PPPLF Collateral is transferred to the Reserve Bank or its designee such transfer shall only pertain to such Pledged PPPLF Loans that as of the date of the transfer shall not have been fully forgiven or guarantee repurchased by the SBA or fully repaid by the borrower and/or (y) the cash proceeds of the PPPLF Collateral (1) servicing of the loans that constitute PPPLF Collateral shall be transferred to a different servicer on or prior to the Effective Date, or (2) at the Debtors' sole discretion, the Debtors offer Post-Effective Date PPP Servicing and the Reserve Bank consents to such post-Effective Date PPP Servicing and pays the Reserve Bank Servicing Costs. * Reserve Bank Priority Claims will receive GUC Pool Class A Interests. * For the avoidance of doubt, (x) the Reserve Bank shall not be paid receive Cash in excess of the Reserve Bank Claims and any amounts in excess of the Reserve Bank Claims paid in Cash to the Reserve Bank on account of the Allowed Reserve Bank Claims shall revert to the Wind Down Estate and (y) any Liens on the Pledged PPPLF Loans granted to or held in favor of the Reserve Bank shall remain in place and continue on and after the Effective Date. Like in the prior iteration of the Plan, each holder of an Allowed General Unsecured Claim will receive its pro rata share of the GUC Pool Class B Interests. The Debtors and the Wind Down Officer, as applicable, shall fund Distributions under this Plan with the Net Cash Proceeds, the proceeds from the sale of any or all Legacy Loans, proceeds from the sale of any or all KS Direct PPP Loans, and any other non-Cash assets of the Debtors that may become Cash, including proceeds from the Estate Causes of Action. In addition to the foregoing, the Allowed Reserve Bank Claims shall also be paid from proceeds of the PPPLF Collateral. Prior to the Effective Date, KServicing shall use commercially reasonable efforts to assist: * the Reserve Bank with transfer of the Debtors' servicing obligations with respect to the Pledged PPPLF Loans to a third party loan servicer to be selected by the Reserve Bank in its sole discretion by a date to be mutually agreed but no later than the Effective Date of the Plan; provided that, for the avoidance of doubt, any fees, costs, and expenses associated with any transfer of servicing obligations shall be borne upfront by the Reserve Bank, provided that any such fees, as well as any additional fees, costs and expenses borne by or on behalf of the Reserve Bank related to the servicing of the Pledged PPPLF Loans by a third party servicer other than the Debtors shall constitute a portion of and be included in the Reserve Bank Claims. * CRB with transfer of all the Debtors' servicing obligations with respect to the CRB PPP Loans to a third-party loan servicer to be selected by CRB in its sole discretion by a date to be mutually agreed but no later than the Effective Date of the Plan; provided that, any such fees, as well as any additional fees, costs and expenses borne by or on behalf of CRB related to the servicing of the CRB Loans by a third-party servicer other than the Debtors may constitute a portion of and be included in CRB's Claims; * CB with transfer of all the Debtors' servicing obligations with respect to the CB PPP Loans to a third-party loan servicer to be selected with CB's consent and direction by a date to be mutually agreed but no later than the Effective Date of the Plan; provided that, for the avoidance of doubt, any fees, costs, and expenses associated with the transfer of any servicing obligations shall be borne by CB. In the event the Debtors and the Reserve Bank agree that the PPPLF Collateral will be transferred to the Reserve Bank or its designee the Debtors or the Wind Down Officer, as applicable, shall enter into, execute and deliver any instruments, documents and agreements that may be reasonably necessary or desirable in order to implement, or otherwise in connection with, the transferring of title to the PPPLF Collateral, and take all actions as may be reasonably requested by the Reserve Bank for the purpose of assigning, transferring, granting, conveying and conferring to the Reserve Bank or its designee the PPPLF Collateral, including the Pledged PPPLF Loans, and as may be necessary or appropriate to the servicing of the Pledged PPPLF Loans by an alternative servicer, any assignment, transfer, grant, conveyance or conferring shall be subject to the lien of the Reserve Bank unless the Reserve Bank expressly agrees otherwise. Consent Rights in Connection With the American Express Transaction and Claims Against Former Officers and Directors and Former Shareholders of the Debtors. The Wind Down Officer in the exercise of his/her fiduciary duties to the creditor beneficiaries of the Wind Down Estate shall have the right to make any material decisions regarding Causes of Action (i) in any manner based on or relating to, or in any manner arising from, in whole or in part, the American Express Transaction (ii) against Former Officers and Directors, and (iii) shareholders of the Debtors as of the date the American Express Transaction was consummated (each a "Material Decision") subject to the prior consent of the Reserve Bank and in consultation with CRB, the United States Department of Justice, and the SBA. A copy of the Second Amended Disclosure Statement dated January 17, 2023, is available at https://bit.ly/3kCtN4E from Omni Agent Solutions, the claims agent. Attorneys for the Debtors: Ray C. Schrock, P.C., Esq. Candace M. Arthur, Esq. Natasha S. Hwangpo, Esq. Chase A. Bentley, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 - and - Daniel J. DeFranceschi, Esq. Amanda R. Steele, Esq. Zachary I. Shapiro, Esq. Matthew P. Milana, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square, 920 N. King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 About Kabbage Inc. d/b/a KServicing Founded in 2010 and headquartered in Atlanta, Ga., Legacy Kabbage, a predecessor of Kabbage Inc. (doing business as KServicing) -- http://www.kservicing.com/-- was one of the leading fintech providers of working capital to small businesses for over a decade. Legacy Kabbage began as a proprietary online lending platform for small businesses, providing loan services to over 250,000 American small businesses, many of which were businesses that struggled to receive adequate funding through traditional banking institutions. From 2020-2021, the company provided and facilitated necessary funding to small business owners through PPP loans during the COVID-19 pandemic. The company's existing technology infrastructure spearheaded its PPP work, which led to a total of $7 billion in loans being originated by the company. The origination and servicing of PPP Loans and small business loans to eligible borrowers was critical during a time of unprecedented health and economic uncertainty brought about by the COVID-19 pandemic. On Aug. 16, 2020, much of the company's business was sold to American Express Travel Related Services Company, Inc. As a result of the merger, KServicing now operates in a limited capacity as (i) a servicer and subservicer of PPP Loans, (ii) a software services provider for lenders of PPP Loans, and (iii) a servicer of a minor portfolio of non-PPP small business loans. To implement the wind down of their businesses, on Oct. 3, 2022, Kabbage, Inc. d/b/a KServicing and certain of its affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10951). Judge Craig T. Goldblatt oversees the cases. Kabbage Inc. estimated $500 million to $1 billion in assets and debt as of the bankruptcy filing. The Debtors tapped Weil, Gotshal & Manges, LLP as general counsel; Richards, Layton & Finger, PA as local counsel; AlixPartners, LLC as financial advisor; KPMG International Limited as fraud review services provider; Jones Day, LLP as government investigations counsel; and Marc Sullivan, managing director at Phoenix Executive Services, LLC, as chief financial officer. Omni Agent Solutions, Inc. is the Debtors' claims agent and administrative advisor. Greenberg Traurig, LLP serves as counsel to the Debtors' board of directors. L'ADRESSE LLC: Seeks to Hire Berger Fischoff as Legal Counsel ------------------------------------------------------------- L'Adresse, f/k/a Coffeemania Bryant Park, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Berger, Fischoff, Shumer, Wexler & Goodman, LLP as its attorney. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management of its business and property; b. representing the Debtor at court hearings on matters pertaining to its affairs; c. assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; d. preparing legal papers; and e. other legal services necessary to administer the Debtor's Chapter 11 case. The firm's hourly rates are as follows: Partners $550 - $635 Associates $450 - $500 Paralegals $185 Berger Fischoff will be paid a retainer of $35,000, plus $1,738 for the filing fee. Berger Fischoff does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court papers filed by the firm. The firm can be reached through: Heath S. Berger, Esq. Berger Fischoff Shumer Wexler & Goodman LLP 6901 Jericho Turnpike #230 Syosset, NY 1179 Phone: 800-806-1136 Email: hberger@bfslawfirm.com About L'Adresse LLC L'Adresse, LLC operates a publicly acclaimed restaurant styled as an "American Bistro" located in Bryant Park in Manhattan (a separate sister restaurant is located in Nomad and is not part of the proceeding). It operates seven days a week serving breakfast, lunch and dinner. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 22-11583-jlg) on November 29, 2022. In the petition signed by Evgeny Zhuravlev, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, is the Debtor's legal counsel. LEARFIELD COMMUNICATIONS: S&P Cuts ICR to 'CCC-', Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based college sports marketing company Learfield Communications LLC to 'CCC-' from 'CCC+', its issue-level ratings on its first-lien debt to 'CCC-' from 'CCC+', and its issue-level rating on its second-lien debt to 'C' from 'CCC-'. The negative outlook reflects the high likelihood of a distressed exchange or debt restructuring within the next six months given the company's substantial near-term debt maturities. S&P views a distressed exchange or sub-par debt restructuring as increasingly likely within the next six months. Learfield Communications LLC has about $1.1 billion of debt maturing in 2023 that it cannot repay. The company's cash balance of $117 million as of Sept. 30, 2022, and its expectation for about negative $135 million of reported free cash flow in its fiscal 2023 (given elevated capital spending, acquisition of media rights, and working capital needs to fund growth) leave it unable service its debt. The company's upcoming debt maturities include: -- Three separate payments of $12.5 million due on its $58 million special-purpose vehicle (SPV) receivables facility on May 31, June 30, and July 31, with the remaining $20.5 million due Sept. 1. -- Also due on Sept. 1 is the company's $125 million revolving credit facility, which S&P expects Learfield will need to fully draw over the next six months to meet the payments on its SPV receivables facility and to help fund its operations. -- The company's $821 million (outstanding) first-lien term loan and $149 million (outstanding) paid-in-kind (PIK) term loan are due Dec. 1. -- The company has an additional $75 million second-lien term loan due Dec. 2, 2024. -- Given the current low yield on most of its debt, any refinancing would result in a significantly higher yield that the company's future cash flow could not support at its current debt amount. As a result, S&P believes a debt restructuring is highly likely over the next six months. The negative outlook reflects the high likelihood of a distressed exchange or debt restructuring within the next six months given the company's substantial near-term debt maturities. S&P could lower the rating if the company pursued a subpar debt exchange, bankruptcy, or any other type of restructuring that it would view as a default. S&P could raise its rating if S&P no longer viewed a default or distressed exchange as likely in the next six months. ESG credit indicators: To E-2, S-3, G-3; From E-2, S-4, G-3 S&P said, "We revised our social risk indicator to 'S-3' from 'S-4' to reflect our expectations that health and safety social factors have improved and are now a moderately negative factor in our credit analysis. We expect that college sporting event attendance and revenues will improve in 2023 and 2024 due to a reduction in social distancing practices and stadium/arena closures brought on by the COVID-19 pandemic. Nevertheless, we expect these social factors will continue to affect Learfield over our forecast period as the college sports industry continues to recover. Governance factors are a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private-equity sponsors' generally finite holding periods and a focus on maximizing shareholder returns." LEGENDS HOSPITALITY: Fitch Affirms B- LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Legends Hospitality Holding Company (Legends), LLC's Long-Term Issuer Default Rating (IDR) at 'B-', and the company's $150 million super-priority revolver issue-level ratings at 'BB-'/'RR1'. In addition, Fitch has affirmed the company's $400 million senior secured notes, which are co-borrowed by Legends Hospitality Co-Issuer, Inc., at 'B'/'RR3'. The Rating Outlook is Stable. Legends' 'B-'/Stable rating reflects its modest scale, high adjusted leverage in the 7x area and minimal FCF. The rating is supported by the company's strong liquidity and its unique position as a fully integrated provider of hospitality services for professional and college sports teams, live entertainment venues, and attractions. While the pandemic substantially disrupted the company's operations, new business has driven strong growth in revenues, which significantly exceed pre-pandemic levels. EBITDA margins remain depressed due to high inflation and the lower-margin nature of contracts Legends has recently entered into. Fitch expects continued margin recovery and new contract wins will support EBITDA growth over the next 12 months-36 months. KEY RATING DRIVERS Continued EBITDA Recovery: Legends experienced major pandemic-related disruptions, as attendance at live events and attractions was severely limited and consumers redirected much of their spending away from experiences towards home-related goods. As COVID restrictions have been lifted and consumer spending has shifted back towards services, Legends' revenues have recovered, and are expected to grow to almost $1.3 billion in 2022 compared to $871 million in 2019 (pre-pandemic) given significant new contract wins. While the company has significantly increased its revenue base, EBITDA margins remain depressed relative to 2019 levels due to high inflation and an increased portion of contracts structured as management fee agreements, where Legends earns an agreed upon set of fees for services, resulting in a lower risk and lower margin arrangement, compared to commission agreements, which provide higher upside but higher risk by allowing Legends to retain profits after paying a set percent of gross sales to the venue owners. As a result, Fitch expects 2022 EBITDA to be essentially flat to 2019 levels despite significant revenue growth over that time. Fitch expects some recovery in EBITDA margins in 2023 as inflation subsides. Increased confidence in Legends' ability to improve EBITDA margins (with EBITDA approaching $100 million over the next 12 months-24 months), generate consistent FCF, and sustain total debt to EBITDA below 6x based on Fitch's projections could result in positive momentum. Strong Liquidity, but Limited FCF: Legends executed a refinancing in early 2021 that included the issuance of $400 million of 5% notes due 2026, and a $150 million revolver due 2025. The company retained a significant amount of cash from the transaction, and liquidity remains strong at over $300 million as of Sept. 27, 2022. Fitch expects FCF will be modestly negative in 2022 but turn modestly positive in 2023 if EBITDA approaches $90 million. Experienced Operator with Strong Competitive Position: Founded in 2008 as a partnership between an affiliate of the Dallas Cowboys organization and an affiliate of the New York Yankees organization, Legends has become a leading provider of outsourced facilities services and consulting for professional and college sports teams, live entertainment venues and attractions. It offers hospitality and merchandise services along with full-service consulting and operations services for the sports, entertainment and attractions industry. Legends' unique position as the only fully integrated provider of services makes it an attractive partner to potential clients seeking upscale offerings for their customers while providing the company the inside track on further revenue opportunities that arise throughout their clients' lifecycle. Legends' reputation as a provider of premium services and its track record of improving growth in customer spend has enabled the company to win key contracts in many high-profile projects, such as providing its full suite of services for the development of the SoFi Stadium in Los Angeles, facilitating naming rights deals at Allegiant stadium in Las Vegas, as well as entering into an omnichannel retail partnership with premier European soccer club, Real Madrid. More recently it has grown its attractions business, winning contracts with the SkyView Observatory in Seattle and Prudential Tower in Boston. While Legends competes with several larger, better-capitalized companies in its core hospitality segment, including Aramark, Compass Group and Sodexo, it leads in other segments, including the planning segment, where the company is the premier provider of feasibility studies in the U.S. and Europe, and its partnerships segment, where the company has delivered over $2.6 billion in naming rights and founding partnerships. Attractive Industry Over Long-Term: Legends' services include hospitality sales, including on-site food and beverage services (69% of 2021 revenues); merchandise distribution and sales (15%); consulting and agency businesses (4%); and attractions operations, including development and management of properties (4%). Apart from operating headwinds as a result of the pandemic, Fitch expects that stable demand will drive long-term organic revenue growth in the mid-single-digit percent range. Legends' business model also benefits from other favorable characteristics, including long-duration contracts that provide high medium-term revenue visibility (Legends estimates the profit-weighted average remaining contract term to be in excess of 15 years); high quality customers (sports franchise owners tend to be individuals and consortiums of very high net worth); and captive audiences within the venues it services. DERIVATION SUMMARY Legends' 'B-'/Stable rating reflects its modest scale, high adjusted leverage in the 7x area and minimal FCF. The rating is supported by the company's strong liquidity and resilient business model. While the pandemic substantially disrupted the company's operations, revenue significantly exceeds pre-pandemic levels despite depressed EBITDA margins. Fitch expects margin recovery and new contract wins will support continued EBITDA growth beyond 2022. Other similarly rated consumer peers include KDC/one Development Corporation Inc. (KDC; B-/Positive), as well as quick-serve restaurant franchisees Sizzling Platter, LLC (B-/Stable) and GPS Hospitality Holding Company, LLC (GPS; CCC+). Sizzling Platter, a leading franchisee of the Little Caesars and Wingstop quick-serve chains, and a franchisee of Dunkin', Red Robin and Sizzler. KDC's 'B-' IDR reflects its status as a global leader in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by a diverse product portfolio and long-term customer relationships. The Positive Outlook reflects adjusted leverage in the mid-6x range, strong liquidity, and Fitch's expectation for modestly positive FCF. Increased confidence in continued organic EBITDA growth and a commitment to sustaining leverage below 7x would likely lead to positive ratings momentum. The Rating Outlook could be stabilized if EBITDA declines due to a pullback in discretionary consumer spending or operational missteps, or if the company pursues material debt financed acquisitions, such that total debt to EBITDA is sustained above 7x. Sizzling Platter, LLC's 'B-' rating reflects the company's position as a leading franchisee in the Little Caesars, Jamba and Wingstop quick-serve restaurant chains, its high adjusted leverage in the 7x area, and its reliance on Little Caesars for around 65% of its revenue. The rating also considers recent strong same store sales growth and resilient operating performance despite high inflation. FCF is expected to be low as the company uses cash flow to invest in new restaurants, but liquidity remains adequate. GPS's rating follows several quarters of yoy sales declines and margin contraction due to challenges at the company's primary brand, Burger King (83% of units), and as the restaurant industry as a whole adjusts to increased delivery fees as well as labor availability and commodity cost challenges. Fitch expects weakness in earnings to result in modestly negative FCF through 2023 though adequate liquidity should bridge the company to 2024 when Fitch expects FCF to return to neutral. Fitch-adjusted leverage (capitalizing leases at 8.0x) could approach 10x in 2022 and improve to the 8.0x area over time. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: - Revenues grow in the mid-single-digit percent range annually beginningin2023, driven by price increases and the benefit from new contracts, resulting in revenue approaching $1.5 billion in 2023. - EBITDA margins improve modestly in 2023 as inflation subsides, but remain below pre-pandemic levels as lower-margin commission-based contracts account for a larger portion of revenue in 2023 compared to 2019. - Modestly positive FCF in 2023. - Leverage declines toward 6x through EBITDA growth in 2023 from the 2022 level of 7x. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Increased confidence in Legends' ability to improve EBITDA margins (with EBITDA approaching $100 million over the next 12 months-24 months), generate consistent FCF, and sustain total debt to EBITDA below 6x based on Fitch's projections could result in positive momentum. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Competitive pressures, reduced attendance at live events, or operational missteps resulting in further contraction of EBITDA margins and continued negative FCF or leverage sustained above 7.5x, raising questions about the sustainability of the company's capital structure. LIQUIDITY AND DEBT STRUCTURE Liquidity Remains Strong: Legends liquidity as of Sept. 27, 2022 exceeded $300 million, with $120 million available under its revolver and $182 million of cash on hand. While the company may use some of its cash to fund growth initiatives, Fitch expects Legends will maintain ample liquidity to support its operations. Aside from Legends' $150 million super-priority revolving credit facility due in 2025, it has $400 million of 5% senior secured notes due in 2026, and a $100 million senior unsecured PIK loan due in 2027. The revolver and secured notes are secured on a first priority basis by substantially all domestic assets of the company with the revolver benefiting from first-out status with respect to the collateral. Legends Hospitality Co-Issuer, Inc. is a co-issuer on the $400 million secured notes. All the debt is guaranteed by Legends' current and future domestic restricted subsidiaries, with certain exceptions. ISSUER PROFILE Legends Hospitality Holding Company, LLC (Legends) is a leading provider of outsourced facilities services, and consulting for professional and college sports teams, live entertainment venues, and attractions. The company was founded in 2008 by the Dallas Cowboys and New York Yankees organizations to provide a premium gameday food and beverage experience for fans. Starting in 2011 with the acquisition of CSL, Legends has been expanding its product offering to include a holistic suite of services to sports teams and attraction owners. The company's product offerings include: Hospitality (69% of 2021 revenues), Global Merchandise (15%), Attractions (4%), Consulting and Agency (4%) and other revenues (8%). 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 ----------- ------ -------- ----- Legends Hospitality Co-Issuer, Inc. senior secured LT B Affirmed RR3 B Legends Hospitality Holding Company, LLC LT IDR B- Affirmed B- senior secured LT B Affirmed RR3 B super senior LT BB- Affirmed RR1 BB- LEXARIA BIOSCIENCE: Posts $1.8 Million Net Loss in First Quarter ---------------------------------------------------------------- Lexaria Bioscience Corp. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.77 million on $101,476 of revenue for the three months ended Nov. 30, 2022, compared to a net loss of $2 million on $13,880 of revenue for the three months ended Nov. 30, 2021. As of Nov. 30, 2022, the Company had $6.21 million in total assets, $281,520 in total liabilities, and $5.93 million in total stockholders' equity. On Aug. 12, 2022, the Company entered into a sales agreement with Maxim Group LLC, pursuant to which the Company may offer and sell shares of its common stock with an aggregate offering price of up to $5,925,000 under the At-The-Market Offering. The sales agreement provides that Maxim will be entitled to a sales commission equal to 3.0% of the gross sales price per share of all shares sold under the ATM Offering. As of Jan. 17, 2023 the Company has not sold any shares under the ATM Offering. Lexaria stated, "Based on our existing working capital and access to an ATM offering, as disclosed above, management's plans to improve cash flows, as disclosed above management believes the Company has sufficient working capital to satisfy the Company's estimated liquidity needs for the next 12 months. Because of the above factors, the Company believes that this alleviates the substantial doubt in connection with the Company's ability to continue as a going concern. However, there is no assurance that management's plans will be successful due to the current economic climate in the United States and globally." A full-text copy of the Form 10-Q/A is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1348362/000164033423000091/lxrp_10qa.htm About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH drug delivery technology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria Bioscience reported a net loss and comprehensive loss of $7.38 million for the year ended Aug. 31, 2022, a net loss and comprehensive loss of $4.19 million for the year ended Aug. 31, 2021, a net loss and comprehensive loss of $4.08 million for the year ended Aug. 31, 2020, and a net loss and comprehensive loss of $4.16 million for the year ended Aug. 31, 2019. As of Aug. 31, 2022, the Company had $7.83 million in total assets, $201,437 in total liabilities, and $7.63 million in total stockholders' equity. LIFE TIME: S&P Upgrades ICR to 'B-', Outlook Positive ----------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Life Time INC. to 'B-' from 'CCC+'. At the same time, S&P raised its senior secured issue-level rating to 'B+' from 'B' and its senior unsecured issue-level rating to 'B-' from 'CCC+'. The recovery ratings remain '1' and '4', respectively. S&P said, "Our positive outlook reflects our expectation that the company will end 2023 with leverage slightly below our 6.5x upgrade threshold, although a recessionary environment creates significant risk to our base-case forecast. "The rating action reflects our expectation that Life Time is comfortably covering its fixed charges as of the fourth quarter of 2022 and that lease adjusted leverage could be in the mid- to low-6x area in 2023. Our base-case forecast incorporates the expectation that the company will end 2023 with dues and center memberships up approximately 10% compared with year-end 2022, which translates to memberships down approximately 5%-7% compared with year-end 2019. We anticipate the company will continue growing memberships in the mid-single-digit range in 2024 and onward as well. We also expect the company will increase its average monthly dues from paying center memberships to around $160 per member in 2023, and continue raising prices over time as it sheds legacy cohorts of members that are paying lower rates than new members. High flow-through of incremental revenue to EBITDA as the company has begun to cover its fixed charge base will likely result in higher EBITDA margin in 2023 and further improvement in 2024 to near pre-pandemic profitability level. We now expect the company to end 2022 with leverage of around 7.7x and leverage in 2023 to be in the mid- to low-6x area. "Heightened recessionary risk in the U.S. and inflationary pressure could result in weaker-than-expected center membership, revenue and margin improvement in 2023; however, the company's membership base has proven relatively resilient in past recessions. While our base-case forecast incorporates good revenue and EBITDA growth 2023, we believe our forecasted recessionary environment in 2023 could create risk to the company's deleveraging path depending on the nature of the recession. However, the company's revenue and EBITDA growth has remained relatively resilient through previous recessions, including the great recession where the company's revenue and EBITDA grew despite a very difficult economic environment. "Life Time plans to develop new clubs and intends to fund around half of the costs with the proceeds from sale leaseback transactions. We expect the company to use these proceeds to partially finance its growth capital spending over the next several years. We assume Life Time will spend approximately $550-$600 million annually on capital expenditure (capex) in 2023 and 2024, developing approximately 10 clubs per year. We also expect the company will close on approximately $300 million in sale leasebacks in 2023, and a similar amount of leasebacks in 2024. While we believe Life Time has adequate liquidity to fund its capital spending needs over the next several years, the timing of its club development spending typically precedes the closing of its sale-leaseback transactions, which creates incremental financing risk. We do not believe the company has seen difficulty closing on sale leaseback transactions yet, but rising interest rates and a recessionary environment in 2023 could make financing more difficult for Life Time. The company has also stated that in order to begin funding new club development with internally generated free cash flow it would need to hit around $600 million of EBITDA, and we believe incremental financing risk would be significantly lower if it could begin to generate EBITDA at that scale. "We believe price increases could partially offset fewer memberships compared with historical levels and significant inflationary pressure. Life Time has significantly raised its monthly dues for new joins through 2022, and we believe the company will continue to do so for new membership cohorts in 2023 resulting in annual dues growth through at least the end of 2023. As a result, we believe the company could return to pre-pandemic EBITDA with a lower per-club membership base than it previously had before the price changes. However, given significant macroeconomic risk, this strategy could leave the company vulnerable to a recessionary environment and drops in consumer spending. "Our positive outlook reflects our expectation that the company will end 2023 with leverage slightly below our 6.5x upgrade threshold. However, a recessionary environment creates significant risk to our base-case forecast." S&P could revise its outlook on Life Time or lower its rating if: -- S&P believes the recovery in its membership, revenue, and EBITDA will slow enough that it could have difficulty covering fixed charges; or -- S&P believes the company is likely to sustain leverage above 7.5x. S&P could raise its ratings on Life Time if it believed it could sustain leverage below 6.5x with some cushion, even accounting for potential leveraging transactions. ESG credit indicators: E-2, S-3, G-3 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of Life Time. Life Time's full-service, high-end fitness resorts were significantly affected by the pandemic in terms of temporary gym closures, member losses, and memberships placed on hold, leading to significantly lower revenue and cash burn from operations. Life Time's paying membership base was down approximately 14% from its year-end 2019 levels at the end of fourth quarter of 2022. While we believe the company's high-quality gyms and lifestyle brand still resonate with its core members, we anticipate its high-priced memberships will recover more slowly than low-cost gym memberships and could take until 2024 to reach pre-pandemic levels of membership. "Governance is a moderately negative consideration. We believe the company's highly leveraged financial risk points to corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects generally finite holding periods and a focus on maximizing shareholder returns." MADJAK LLC: Amends Williamson County & IRS Secured Claims Pay ------------------------------------------------------------- Madjak, LLC, submitted an Amended Plan of Reorganization dated January 17, 2023. This Plan of Reorganization proposes to pay creditors of the Debtor from revenues received from operating its business. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at 100 cents on the dollar based on total unsecured claims of $199,508.06 and projected payments to unsecured creditors of $199,508.06. Class 1 consists of the claim of Williamson County. Williamson County has filed a claim for $1,711.60. This claim shall be paid in full in 24 equal and consecutive monthly installments of $92.00, with the first payment due 14 days after the Effective Date. Post‐petition interest will accrue at the rate of 1% per month from the Petition Date until the Effective Date and thereafter at the same rate of 1% per month from the Effective Date until paid in full. Williamson County shall retain its statutory liens securing both pre‐petition and post‐petition tax debts until such time as the tax debts respective to the property are paid in full. Reorganized Debtor shall pay all post‐petition ad valorem tax liabilities (tax year 2023 and subsequent tax years) owed to Williamson County in the ordinary course of business as such tax debts come due and prior to said ad valorem taxes becoming delinquent without the need of Williamson County to file administrative expense claims and/or requests for payment. Class 7 consists of the claim of the Internal Revenue Service. Class 7 shall consist of the priority claim of the IRS. This claim shall consist of the amounts listed on the IRS proof of claim as secured and priority totaling $185,601.47. The priority claim of the IRS shall be paid in 60 equal monthly installments of $3,685.00 including interest at the statutory rate of 7%. Payments to the IRS must be made by check or money order made payable to U.S. Treasury and mailed to: Internal Revenue Service, 300 E. 8th St., Mail Stop 5026 AUS, Austin, Texas 78701. Each payment must reference the petition number and Tax ID on the remittance. Payment will be deemed made on the received date at the above address. Class 8 consists of the claim of Texas Comptroller. Class 8 shall consist of the priority claim of the Texas Comptroller in the amount of $8,937.84. The claim of the Comptroller shall be paid in 56 equal monthly installments of $$200.00 including interest at the statutory rate of 8.5%. Except as provided in Article 11 of the Plan, nothing in the Plan shall enjoin, release or discharge any entity, other than the Debtors or Reorganized Debtors, from any liability owed to the Texas Comptroller of Public Accounts for a tax debt, including interest and penalties on such tax. This provision is not admission by any party that such liability exists. Like in the prior iteration of the Plan, estimated distributions to unsecured creditors will equal 100%. The plan shall be funded from collection of disposable income by the Debtor. Plan payments to creditors other than unsecured creditors shall be made on a monthly basis with the first plan payment due thirty days after the Effective Date. Plan payments shall be equal to the projected net operating income. Plan payments shall be allocated in the following order (known as the "Waterfall"): * Fixed payments to Administrative claimants, Secured Claimants and Priority Claims; and * Residual to unsecured creditors. A full-text copy of the Amended Plan of Reorganization dated January 17, 2023 is available at https://bit.ly/3QW8OpQ from PacerMonitor.com at no charge. Attorney for Debtor: Stephen W. Sather, Esq. Barron & Newburger, P.C. 5555 West Loop S 235 Bellaire, TX 77401-2100 Tel: (512) 649-3243 Email: ssather@bn-lawyers.com About Madjak LLC Madjak, LLC, operates a med spa on Avery Ranch Road in Austin, Texas. Madjak sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-10641) on Sept. 30, 2022, with up to $50,000 in assets and up to $1 million in liabilities. Sean Matthew McGahey, manager, signed the petition. Judge Tony M. Davis oversees the case. Stephen W. Sather, Esq., at Barron & Newburger, P.C., is the Debtor's counsel. MAGNOLIA OFFICE: Amends Plan to Include HIF V Lenders Secured Claim ------------------------------------------------------------------- Magnolia Office Investments, LLC, submitted a Second Amended Disclosure Statement for Plan of Liquidation dated January 17, 2023. The Debtor believes that confirmation of the Plan provides the best opportunity for maximizing recoveries for its creditors. Moreover, the Debtor believes, and will demonstrate to the Court, that creditors will receive not less than the amount that they would receive in a liquidation under Chapter 7 of the Bankruptcy Code. Allowed Administrative Claims shall be paid upon the date on which such Claims become due in the ordinary course. All other holders of Allowed Administrative Claims (with the exception of the professionals who will be paid 100% of the amount allowed by the Bankruptcy Court upon application to the Bankruptcy Court and those Claims otherwise specifically dealt with in the Plan) shall be paid 100% of their respective Allowed Administrative Claims in cash, unless otherwise ordered by the Bankruptcy Court, upon the latter of (i) the Effective Date, or, (ii) the date on which an order approving payment of such Administrative Claim becomes a Final Order. Class 1 consists of the Allowed Secured Claim of PS Funding in the filed amount of $4,958.082.17. The Class 1 Claim is secured by a recorded first-priority mortgage lien and security interest on the Property and all personal property, equipment, and fixtures of the Debtor. In full satisfaction of its Class 1 Claim, at the closing of the Sale, PS Funding shall receive a lump sum payment of all Sale Proceeds remaining after payment of (i) the Class 5 and Class 6 Allowed Ad Valorem Real Property Tax Claims required to be paid at closing, (ii) any Allowed Administrative Expense Claims required to be paid at closing, (iii) U.S. Trustee fees, and (iv) the GUC Carve-Out (if required to be paid) (such amount, the "Net Sale Proceeds"). On and after the Effective Date, Debtor shall continue to make monthly adequate protection payments in the amount of $21,000.00 on the first of each month through the closing of the Sale. If the Net Sale Proceeds received by PS Funding equal or exceed $4,100,000.00, PS Funding shall be deemed to release the Guarantor in full from any remaining personal guaranty obligations he may have to PS Funding in connection with the Class 1 Claim. If the Net Sale Proceeds received by PS Funding are less the $4,100,000.00, PS Funding shall retain all of its rights and remedies against the Guarantor under the terms of all applicable loan documents and personal guaranty agreements between them. The Debtor will continue to insure the real property in accordance with U.S. Trustee Guidelines and the Mortgage held by PS Funding, and shall list PS Funding as additional loss payee in the amount of $5,000,000.00. Class 2 consists of the Allowed Secured Claim of HIF V Lenders, LLC. In full satisfaction of its Allowed Secured Claim, at closing of the Sale, HIF shall receive a lump sum payment up to the full amount of its Allowed Secured Claim of any Sale Proceeds remaining after payment in full of all administrative claims, priority tax claims, real property taxes required to be paid at closing, and the Allowed Class 1 Claim of PS Funding. To the extent the Sale Proceeds are insufficient to pay the Allowed Class 2 Claim in full, HIF shall have an Allowed Class 8 Claim for any such deficiency, up to the full amount of its Allowed Claim. The Class 2 Claim is impaired. Debtor's position is that the Sale Proceeds will be insufficient to pay the Class 1 Claim in full; therefore, the Class 2 Claim amount is most likely to be $0.00. Debtor reserves the right to file a motion to value the Class 2 Claim. Class 3 consists of the Allowed Secured Claim of Swift Financial in the amount of $27,884.62. In full satisfaction of its Allowed Secured Claim, at closing of the Sale, Swift Financial shall receive a lump sum payment up to the full amount of its Allowed Secured Claim of any Sale Proceeds remaining after payment in full of all administrative claims, priority tax claims, real property taxes required to be paid at closing, the Allowed Class 1 Claim of PS Funding, and the Allowed Class 2 Claim of HIF. To the extent the Sale Proceeds are insufficient to pay the Allowed Class 3 Claim in full, Swift Financial shall have an Allowed Class 8 Claim for any such deficiency, up to the full amount of its Allowed Claim. The Class 3 Claim is impaired. Debtor's position is that the Sale Proceeds will be insufficient to pay the Class 1 Claim in full; therefore, the Class 3 Claim amount is most likely to be $0.00. Debtor reserves the right to file a motion to value the Class 2 Claim. Class 4 consists of the Allowed Secured Claim of Johnny Blue Craig, P.A., in the amount of $197,552.37 (see Claim 4), and $67,916.51 (see Claim 5). In full satisfaction of its Allowed Secured Claim, at closing of the Sale, Johnny Blue Craig. P.A., shall receive a lump sum payment up to the full amount of its Allowed Secured Claim of any Sale Proceeds remaining after payment in full of all administrative claims, priority tax claims, real property taxes required to be paid at closing, the Allowed Class 1 Claim of PS Funding, the Allowed Class 2 Claim of HIF, and the Allowed Class 3 Claim of Swift Financial. To the extent the Sale Proceeds are insufficient to pay the Allowed Class 4 Claim in full, Johnny Blue Craig, P.A., shall have an Allowed Class 8 Claim for any such deficiency, up to the full amount of its Allowed Claim. The Class 4 Claim is impaired. Debtor's position is that the Sale Proceeds will be insufficient to pay the Class 1 Claim in full; therefore, the Class 4 Claim amount is most likely to be $0.00. Debtor reserves the right to file a motion to value the Class 4 Claim. Class 5 consists of the Allowed Secured Claim of Children's Forum, in the amount of $49,980.00. In full satisfaction of its Allowed Secured Claim, at closing of the Sale, Children's Forum, shall receive a lump sum payment up to the full amount of its Allowed Secured Claim of any Sale Proceeds remaining after payment in full of all administrative claims, priority tax claims, real property taxes required to be paid at closing, and the Allowed Class 1 Claim of PS Funding, the Allowed Class 2 Claim of HIF, the Allowed Class 3 Claim of Swift Financial, and the Allowed Class 4 Claim of Johnny Blue Craig, P.A. The Holder of the Class 5 Claim shall retain its statutory lien(s) on the Debtor's property to the same extent, priority, and validity existing as of the Petition Date until paid at the closing of the Sale. To the extent the Sale Proceeds are insufficient to pay the Allowed Class 5 Claim in full, Children's Forum shall have an Allowed Class 8 Claim for any such deficiency, up to the full amount of its Allowed Claim. The Class 5 Claim is impaired. Debtor's position is that the Sale Proceeds will be insufficient to pay the Class 1 Claim in full; therefore, the Class 5 Claim amount is most likely to be $0.00. Debtor reserves the right to file a motion to value the Class 5 Claim. Class 6 consists of the Allowed Secured Ad Valorem Real Property Tax Claim of the Leon County Tax Collector for the tax year 2022. The Holder of the Class 6 Claim shall be paid in full either (i) in the ordinary course from the Debtor's cash on hand on or prior to March 31, 2023, or (ii) from the proceeds of the Sale at closing. Interest shall accrue and be paid at the rate set forth under Florida law. The Holder of the Class 6 Claim shall retain its statutory lien(s) on the Property to the same extent, priority, and validity existing as of the Petition Date. Should the Debtor fail to pay the taxes by March 31, 2023, such Holder shall be authorized to pursue her lien remedies pursuant to Chapter 197, Florida Statutes, to collect the outstanding taxes, provided, however, that the Leon County Tax Collector shall not sell a tax certificate related to its Class 6 Claim prior to June 15, 2023. The Class 5 Claim is impaired. Class 7 consists of the Allowed Secured Ad Valorem Real Property Tax Claim held by Key Funding LLC. The Holder of the Class 7 Claim shall be paid in full either (i) from the Debtor's cash on hand, or (ii) from the proceeds of the Sale. Interest shall accrue and be paid at the rate set forth under Florida law. The Holder of the Class 7 Claim shall retain its statutory lien(s) on the Property to the same extent, priority, and validity existing as of the Petition Date. The Class 7 Claim Holder shall be enjoined and prohibited from selling a tax certificate related to its Class 7 Claim prior to June 15, 2023. The Class 7 Claim is impaired. Class 8 consists of all Allowed General Unsecured Claims. In full satisfaction of their Allowed Class 8 Claims, Holders of Class 8 Claims shall receive a pro rata share of, and distribution from, the greater of (i) the remaining Sale Proceeds after payment in full of the Class 1, 2, 3, 4, 5, 6, and 7 Claims, respectively, or (ii) the GUC CarveOut. Class 8 is impaired. Class 9 consists of all Allowed Interests in the Debtor, which consist of all common stock of the Debtor issued to and held by Anand Patel. The Holder of the Class 9 Interests shall receive payment of any Sale Proceeds remaining after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, and all Classes of Claims. The Class 9 Interests shall be extinguished upon the wind-down of the Debtor. Class 9 is Impaired. The Liquidating Debtor shall cause the Liquidating Debtor to be wound down and dissolved pursuant to applicable Florida law after all Sale Proceeds have been distributed pursuant to the Plan. The Liquidating Debtor is authorized to take all actions necessary to accomplish the winddown and dissolution of the Debtor and the Liquidating Debtor, including the authority to file a certificate of dissolution or equivalent document, and any other necessary corporate documents, to effect the dissolution of the Debtor. The Debtor has determined in its business judgment that the Sale of the Property is in the best interest of all stakeholders. Prior to the Sale, the Debtor or Liquidating Debtor, as applicable, shall continue to operate its Property and to perform all of its duties and obligations under all unexpired leases of the Property. Debtor's President, Anand Patel, shall continue to oversee day-to day operations of the Debtor, and its on-site management of the Property. Upon confirmation of the Plan, and in accordance with the Confirmation Order, the Debtor or Liquidating Debtor, as the case may be, will be authorized to take all necessary steps, and perform all necessary acts, to consummate the terms and conditions of the Plan. The Property shall be sold via a live auction to be conducted by Fisher Auction Company. In conjunction with this Second Amended Plan, the Debtor has filed an Expedited Motion for Entry of An Order (1) Approving Bidding Procedures for the Sale of the Debtor's Real Property, (2) Scheduling a Final Sale Hearing, (3) Approving the Form and Manner of Notices, (4) Approving the Sale of the Debtor's Property Free and Clear of All Liens, Claims, and Encumbrances and Interests, (5) Approving Assumption and Assignment Procedures, and (6) Granting Related Relief (the "Sale Motion"). All operating cash generated by the Debtor shall be used for general operations of the Property, to pay adequate protection payments to PS Funding. A full-text copy of the Second Amended Disclosure Statement dated January 17, 2023 is available at https://bit.ly/3J4D0Nv from PacerMonitor.com at no charge. Attorneys for Debtor: David Lloyd Merrill, Esq. The Associates 2401 PGA Boulevard 280M Palm Beach Gardens, FL 33410 Tel: 561-877-1111 Email: dlm@theassociates.com About Magnolia Office Investments Magnolia Office Investments, LLC, is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns the commercial office building located at 1211 Governors Square Blvd., Tallahassee, Fla., which is valued at $5.5 million. Magnolia Office Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14044) on May 24, 2022. In the petition signed by Anand Patel, as managing member, Magnolia Office Investments listed as much as $10 million in both assets and liabilities. The case is assigned to Judge Erik P. Kimball. David L. Merrill, Esq., at The Associates, is the Debtor's legal counsel. MAGNOLIA OFFICE: Seeks to Hire Fisher Auction as Auctioneer ----------------------------------------------------------- Magnolia Office Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Fisher Auction Company to auction and sell its interest in the property located at 1211 Governors Square Boulevard, Tallahassee, Florida 32301. Fisher has agreed to be compensated by a sale commission to be paid out of a 6 percent buyer's premium that will be calculated on and added to the final gross purchase price. Fisher has agreed to cap marketing expenses for the property at $18,500. As disclosed in the court filings, Fisher is a "disinterested person" as that phrase is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Lamar P. Fisher Fisher Auction Company 2112 East Atlantic Boulevard Pompano Beach, FL 33062-5208 Tel: 954-942-0917 Fax: 954-782-8143 Email: info@fisherauction.com About Magnolia Office Investments Magnolia Office Investments LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns the commercial office building located at 1211 Governors Square Blvd., Tallahassee, Fla. The property is valued at $5.5 million. Magnolia Office Investments sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14044) on May 24, 2022, with between $1 million and $10 million in both assets and liabilities. Anand Patel, managing member of Magnolia Office Investments, signed the petition. Judge Erik P. Kimball oversees the case. David L. Merrill, Esq., at The Associates, is the Debtor's legal counsel. MARY A II: Committee Seeks to Hire Boyle & Drake as Appraiser ------------------------------------------------------------- The official committee of unsecured creditors of The Mary A II, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Boyle & Drake, Inc. as its appraiser. The firm will prepare an analysis of the value of the wetlands mitigation bank owned by the Debtor. Boyle & Drake has agreed to a flat fee of $1,500. Stephen Boyle of Boyle & Drake disclosed in a court filing that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Boyle & Drake can be reached through: Stephen J. Boyle, MAI Boyle & Drake, Inc. 80 Royal Palm Pointe Suite 401 Vero Beach, FL 32960 Office # 772-778-7577 Cell # 772-538-1303 E-Mail: Stephen@Boyledrake.com About The Mary A II The Mary A II, LLC, a company based in Tampa, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01177) on March 25, 2022, with as much as $10 million in both assets and liabilities. Ruediger Mueller serves as Subchapter V trustee. Judge Caryl E. Delano oversees the case. Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP is the Debtor's legal counsel while William Long, Jr., at Jonah Consulting Group, LLC serves as its chief restructuring officer. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Nov. 22, 2022. The committee is represented by Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. MATCON CONSTRUCTION: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Matcon Construction Services, Inc. 3023 N. Florida Ave. Tampa, FL 33603 Business Description: Matcon provides general contracting, solar solutions and development Services. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00215 Debtor's Counsel: Scott Underwood, Esq. UNDERWOOD MURRAY, P.A. 100 North Tampa St 2325 Tampa FL 33602 Tel: 813-540-8401 Email: sunderwood@underwoodmurray.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Derek Mateos as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/56DGB2Q/Matcon_Construction_Services_Inc__flmbke-23-00215__0001.0.pdf?mcid=tGE4TAMA MESO DELRAY: Unsecureds Owed $2M to Recover 10.12% in Plan ---------------------------------------------------------- Meso Delray, LLC d/b/a Meso Beach House submitted an Amended Disclosure Statement and Second Amended Chapter 11 Plan dated January 17, 2023. The Plan is designed as a liquidating plan and therefore the Debtor will not be operating after the Confirmation of the Plan. All of the assets of the Debtor will be distributed, and the Debtor will cease business. The Debtor operated a 300-seat restaurant located on the intercoastal waterway at 800 E. Atlantic Avenue, Meso Delray, Florida (the "Restaurant"). On or about September 15, 2022, the Restaurant was sold for $2,350,000, with the Debtor's property lease having been cured of any deficiencies in payment and the secured lender, FVP Servicing LLC (the "Secured Lender"), having received funds to satisfy its loan, in full. The Debtor sold substantially all of its assets to Del Fuego Paradise LLLC, a Florida Corporation (the "Purchaser") for $2,350,000. Additionally, Debtor was reimbursed for (1) its security deposit ($100,000) which it assigned to Purchaser; (2) one-half of the September rent ($28,628.12), and (3) flood insurance ($7,176) which Purchaser has been assigned, minus $3,336.90 which was advanced by Purchaser to pay for insurance on behalf of the Debtor through the closing date for an aggregate of $2,482,672. Class 1 consists of all Allowed Priority Claims, other than Priority Tax Claims. The Allowed Priority Claims, if any, shall be paid in full in Cash on the Effective Date. The Allowed Priority Claims consist of pre-petition wages not to exceed $15,100 earned within 180 days prior to the Petition Date, in an aggregate amount of approximately $3,471.32, and a claim for goods sold within 20 days of the bankruptcy filing. Class 3 consists of Unsecured Claims. Allowed Class 3 Claims shall be paid from Cash available after the payment of the above Allowed Claims. Liquidation analysis projects that approximately $210,300.06 will be available for distribution to the Allowed Unsecured Claims on a pro-rata basis. This amount may vary based on the resolution of claims and administrative costs related to finalizing the bankruptcy. Class 3-Unsecured Claims are Impaired. On the Effective Date, the Debtor will pay or reserve (1) Administrative Expense Claims, Priority Tax Claims and U.S. Trustee Fees (2) priority tax claims, other than priority tax claims, and (3) secured claims. In addition, the Debtor will reserve $25,000 for the wind down costs of the Debtor including tax preparation, post-confirmation legal costs and fees and final payments to GRA for winding up the Debtor as well as other miscellaneous administrative costs of Debtor and $17,000 for post-petition sales tax. Payments to holders of Allowed Unsecured Claims under the Plan will be made from the balance of funds which are expected to be approximately $210,300.06. Given a pool of unsecured debt of approximately $2,079,055, the percentage to Allowed Unsecured Claims will be approximately 10.12%. The Debtor will reserve funds for Disputed Claims and in the event, those Disputed Claims are ultimately not paid, those funds will be added to the pool of funds for distribution or used for windup expenses of the Debtor. Likewise, any successful preference item claims will be added to the pool of funds for distribution or for windup expenses. In addition, professional fees for services rendered by the Debtor's attorneys subsequent to the Effective Date in connection with the Plan or the Debtor's Chapter 11 case, and reimbursement of expenses relating to such services may be paid by the Debtor without prior court approval, to the extent that section 1123(b)(6) of the Code is applicable. A full-text copy of the Amended Disclosure Statement dated January 17, 2023 is available at https://bit.ly/3iSx7Iy from PacerMonitor.com at no charge. Counsel for the Debtor: H. Bruce Bronson, Esq. BRONSON LAW OFFFICES, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: 888-908-6906 E-mail: hbbronson@bronsonlaw.net About Meso Delray Meso Delray, LLC, operates a restaurant in Delray Beach, Fla., which specializes in Mediterranean cuisine. Meso Delray sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22388) on June 27, 2022. In the petition signed by its managing member, Alan Schoening, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped H. Bruce Bronson, Esq., at Bronson Law Office, P.C. as legal counsel and Lester S. Caesar, CPA as accountant. MILLION DOLLAR SMILE: Seeks to Hire Fox Law as Bankruptcy Counsel ----------------------------------------------------------------- Million Dollar Smile, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire The Fox Law Corporation, Inc. as its general bankruptcy counsel. Fox Law will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management of the property of the estate; (b) negotiate, formulate, draft, and confirm a plan of reorganization and attend court hearings; (c) examine claims filed to determine their nature, extent, validity, and priority; (d) advise the Debtor regarding the collection, refinancing or sale of assets and assist in the implementation of a Chapter 11 plan; (e) take actions as may be necessary to protect the properties of the estate from seizure or other proceedings; (f) advise the Debtor regarding the rejection or affirmation of executory contracts; (g) advise the Debtor in fulfilling its obligations as fiduciaries of the estate; (h) prepare all pleadings in the Debtor's Chapter 11 case; (i) prepare necessary applications and reports; and (j) render all other legal services to assist the Debtor in its bankruptcy case. The hourly rates of Fox Law's counsel and staff are as follows: Steven R. Fox $550 Janis Abrams $500 Howard J. Fox $500 Barry R. Wegman $500 Paralegal $150 In addition, Fox Law will be reimbursed for out-of-pocket expenses incurred. Fox Law received $100,000 as retainer from the Debtor's principal, Paul Calafiore, prior to the bankruptcy filing. Fox Law and its attorneys are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Steven R. Fox, Esq. The Fox Law Corporation, Inc. 17835 Ventura Blvd. Suite 306 Encino, CA 91316 Telephone: (818) 774-3545 Facsimile: (818) 774-3707 Email: srfox@foxlaw.com About Million Dollar Smile Million Dollar Smile, LLC offers oral hygiene and beauty products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-00001) on January 2, 2023. In the petition signed by Angelo De Simone, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Margaret Mann oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc., is the Debtor's legal counsel. MILLION DOLLAR SMILE: Seeks to Tap Lucove Say & Co as Accountant ---------------------------------------------------------------- Million Dollar Smile, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Lucove, Say & Co. as its accountant. The firm will render these services: a. review the Debtor's financial status and to determine those accounting and financial changes which are necessary; b. assist the Debtor in determining whether post-petition financing is appropriate; c. review the Debtor's financial records and assist counsel in determining what avoidance actions, if any, should be brought against insiders and others for the benefit of the estate; d. prepare tax returns, to handle audits and to take steps necessary to reduce the estate's liabilities; e. oversee the preparation of the Monthly Operating Reports; f. assist the Debtor in preparing its cash flow projections for cash motions and its projection for its plan; and g. render other accountancy services. The Debtor paid a retainer of $10,000. The firm will be paid at these rates: Richard Say, CPA $300/hour Donald Lucove, CPA $300/hour Cameron Say, CPA $200/hour Lucove, Say & Co. does not hold nor represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Richard Say, CPA Lucove, Say & Co. 23901 Calabasas Road, Suite 2085 Calabasas, CA 91302 Phone: 818-224-4411/888-223-8900 Fax: 818-225-7054 Email: RSay@Lucovesay.com About Million Dollar Smile Million Dollar Smile, LLC offers oral hygiene and beauty products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-00001) on January 2, 2023. In the petition signed by Angelo De Simone, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Margaret Mann oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc., is the Debtor's legal counsel. MOVIA ROBOTICS: Seeks Cash Collateral Access -------------------------------------------- Movia Robotics, Inc. asks the U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to operate and preserve the value of its assets. The bankruptcy case was precipitated by the Debtor's inability to pay its largest secured creditor, Clean Feet Investors I, LLC, and by litigation commenced against the Debtor by J.P. Bolat and his related entity. In that litigation, Mr. Bolat obtained a prejudgment remedy to restrain the Debtor's use of its assets. Mr. Bolat is a former officer of the Debtor and the Debtor has initiated or will initiate claims against Mr. Bolat and related entities. The Debtor intends to investigate and, if appropriate, commence additional litigation against Mr. Bolat and others in Federal Court for, inter alia, breach of fiduciary duty (breaches of the duty of loyalty and the duty of care), conversion, and theft. Further, the Debtor's largest secured creditor, Clean Feet Investors I, LLC, and largest investors requested that the Debtor commence this bankruptcy case to, inter alia, prevent the attachment of any assets of the Debtor, which assets are the collateral of the secured creditor. The U.S. Small Business Administration asserts a secured claim of approximately $78,000 for an EIDL Loan which is secured by a UCC-1 filing. Clean Feet Investors I, LLC, asserts a secured claim totaling approximately $1 million for monies borrowed through two lending facilities for working capital which are secured by a UCC-1 filing. Webster Bank, N.A. asserts a secured claim of approximately $73,000 for a line of credit which is secured by a UCC-1 filing. J.P. Bolat and The Bolat Group, LLC may claim a secured claim in the amount of $210,000 pursuant to prejudgment remedy dated January 12, 2023. As adequate protection, the Debtor proposes to grant to SBA, Clean Feet, Webster Bank and J.P. Bolat/The Bolat Group, LLC a replacement lien in all after acquired cash collateral to the same extent, priority and validity as existed on the Petition Date, subject and subordinate to a carve-out of the replacements lien for amounts payable by the Debtor for (i) fees payable to the United States Trustee pursuant to 28 U.S.C. section 1930(a)(6); (ii) accrued and unpaid wages, and (iii) approved fees and expenses of the Debtor's professionals. A copy of the motion is available at https://bit.ly/3XppND9 from PacerMonitor.com. About Movia Robotics, Inc. Movia Robotics, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 23-20024) on January 18, 2023. In the petition signed by Timothy Gifford, president, the Debtor disclosed up to $10 million in both assets and liabilities. Timothy D. Miltenberger, Esq., at Cohn Birnbaum & Shea, P.C., represents the Debtor as legal counsel. MYOMO INC: Hewlett Fund Has 7.17% Equity Stake as of Jan. 17 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, The Hewlett Fund LP disclosed that as of Jan. 17, 2023, it beneficially owns 1,500,000 Shares of Common Stock of MyoMo, Inc., representing 7.17 percent based on 20,919,682 shares outstanding as of Jan. 17, 2023. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1369290/000121390023003011/ea171790-13ghewlett_myomo.htm About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurologicaldisorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.37 million for the year ended Dec. 31, 2021, a net loss of $11.56 million for the year ended Dec. 31, 2020, a net loss of $10.71 million for the year ended Dec. 31, 2019, and a net loss of $10.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $12.16 million in total assets, $4.33 million in total liabilities, and $7.82 million in total stockholders' equity. NATIONAL CINEMEDIA: Amends Credit Pacts With JPMorgan, Wilmington ----------------------------------------------------------------- National CineMedia, LLC, CineMedia, Inc.'s subsidiary, entered into (i) Amendment No. 4 to its Credit Agreement, dated as of June 20, 2018, among the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as previously amended and (ii) Amendment No. 1 to its Revolving Credit Agreement dated as of Jan. 5, 2022, among the Borrower, lender parties thereto and Wilmington Savings Fund Society, FSB, as administrative agent. The Credit Agreement Amendment and Revolving Credit Agreement Amendment provide for the addback of specified professional fees paid by the Borrower during the period of Jan. 6, 2023 through the date the Borrower delivers a compliance certificate for the quarter ending on or about Dec. 28, 2023, when calculating the sum of unrestricted cash on hand at the Borrower and revolving credit facility availability under the Credit Agreement and Revolving Credit Agreement required to be maintained under each respective agreement. About National CineMedia National CineMedia Inc. (NCM) is a cinema advertising network in the U.S. NCM's Noovie pre-show is presented exclusively in 47 leading national and regional theater circuits including AMC Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group (a subsidiary of Cineworld Group PLC, LON: CINE). NCM's cinema advertising network offers broad reach and audience engagement with over 20,100 screens in over 1,600 theaters in 195 Designated Market Areas (all of the top 50). NCM Digital and Digital-Out-Of-Home (DOOH) go beyond the big screen, extending in-theater campaigns into online, mobile, and place-based marketing programs to reach entertainment audiences. National CineMedia, Inc. (NASDAQ:NCMI) owns a 48.3% interest in, and is the managing member of, National CineMedia, LLC. On the Web: HTTP://www.ncm.com/ and HTTP://www.noovie.com/ National Cinemedia reported a net loss attributable to the company of $48.7 million in 2021, compared to a net loss attributable to the company of $65.4 million for the year before. For the six months ended June 30, 2022, the Company reported a net loss attributable to the company of $25.9 million on $103 million of revenue compared to a net loss attributable to the company of $42.1 million on $19.4 million of revenue for the six months ended July 1, 2021. As of Sept. 29, 2022, the Company had $775.4 million in total assets, $1.23 billion in total liabilities, and a total deficit of $453.8 million. * * * As reported by the TCR on Oct. 5, 2022, S&P Global Ratings lowered its issuer credit rating to 'CCC' from 'B-' on National Cinemedia Inc. to reflect the increased risk of a default event due to upcoming debt maturities and expected covenant breaches over the next 12 months. NCL CORP: S&P Assigns 'BB-' Rating on New $500MM Sr. Secured Notes ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to NCL Corp. Ltd.'s proposed $500 million senior secured notes due 2028. The '1' recovery rating indicates S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery for noteholders in the event of a payment default. NCL plans to use the proceeds from the proposed notes issue to repay a portion of the loans outstanding under its existing term loan A facility that will become due in January 2024. S&P said, "The proposed financing is largely debt for debt and it extends the company's maturity profile, although we expect the company will incur higher borrowing costs based on current higher market rates. As a result, the proposed transaction does not affect our 'B' issuer credit rating. In addition, strong forward bookings suggest demand for NCL's cruises in 2023 could absorb higher capacity and occupancy likely recovers to historical levels by summer, causing a material improvement in the company's EBITDA and credit measures from unsustainable levels. NCL reported improving revenue visibility as its cumulative booked position for full year 2023 was over 60% as of Dec. 31, 2022, and at higher prices than 2019 at a similar point in time. The company previously indicated a lengthening of its booking window, which allows NCL to make efficient pricing decisions and manage marketing expense. "However, macroeconomic headwinds pose a risk to the company's recovery despite currently positive booking trends. Specifically, we forecast the U.S. economy will fall into recession in 2023. High inflation that reduces household purchasing power could cause leisure consumers to pull back on the ticket prices they are willing to pay for travel. If cruise operators need to lower their prices to fill ships, it could slow their ability to reduce their leverage, especially if their fuel and other costs remain elevated. Nevertheless, we believe NCL has adequate liquidity to weather the uncertainty given the company's $1billion of cash and cash equivalents. NCL also plans to seek an amendment to extend a currently undrawn $1 billion debt commitment through February 2025 from March 2023. The company could use this debt commitment to support debt refinancing or for additional liquidity. "Notwithstanding our expectation that NCL's EBITDA and credit measures will improve significantly this year from unsustainable levels, our negative rating outlook on the company continues to reflect the possibility we could lower our rating on NCL if we no longer believe its occupancy and cash flow recovery will support leverage declining below our 7.5x downgrade threshold or if we believe it cannot generate positive free operating cash flow (net of committed ship financing) in 2023. We could also lower our rating on NCL if we anticipate any strain on its liquidity position, which would likely occur because of weaker-than-expected demand or additional operating restrictions that impair its operations." Issue Ratings - Recovery Analysis Key analytical factors: -- S&P assigned its 'BB-' issue-level rating and '1' recovery rating to NCL's proposed $500 million senior secured notes due 2028. The '1' recovery rating indicates its expectation of very high (90%-100%; rounded estimate: 95%) recovery for noteholders in the event of a payment default. -- S&P's issue-level rating on NCL's $875 million revolver and $1.5 billion term loan A is 'BB-'. The recovery rating also remains '1', indicating its expectation of very high (90%-100%; rounded estimate: 95%) recovery. -- S&P's issue-level rating on NCL's 2027 secured notes is 'B+'. The '2' recovery rating indicates its expectation of substantial (70%-90%; rounded estimate: 85%) recovery for noteholders in the event of a payment default. -- S&P's issue-level rating on NCL's unsecured notes is 'B-'. The recovery rating is '5', indicating its expectation of modest (10%-30%; rounded estimate: 10%) recovery for noteholders in the event of a payment default. Simulated default assumptions: -- S&P's simulated default scenario contemplates a payment default by 2026 due to a significant decline in the company's cash flow stemming from permanently impaired demand for cruises following negative publicity and travel advisories for cruising during the COVID-19 pandemic, a prolonged economic downturn, and/or increased competitive pressures. -- S&P assumes any debt maturing between now and its assumed year of default is extended to the year of default. -- S&P uses a discrete asset valuation (DAV) approach for NCL because its debt structure provides certain creditors with priority claims against specific assets and we expect lenders would pursue the specific collateral pledged to them. -- S&P said, "To calculate our DAV, we apply discounts to the appraised values of NCL's existing ships and to the costs of planned ships. We apply discounts ranging from 40%-50% to appraisals depending on the customer segment and age of the ship. In addition, where no appraisals are available, we apply discounts to the cost of the ships ranging from 15%-50% depending on when they were placed in service or are scheduled for delivery and whether they operate in the contemporary or premium class." -- S&P includes in its analysis all ships, and associated financing, to be delivered through 2025, the year prior to its assumed year of default. -- S&P's recovery analysis also takes into account additional tranches of loans entered into by NCL and various export credit agencies and lenders. -- S&P assumes administrative claims total 7% of gross DAV because it expects the complexity of NCL's capital structure, including multiple classes of debt at the parent and ship financings at various subsidiaries, which benefit from different collateral pools, as well as multijurisdictional considerations to result in higher administrative costs. -- S&P assumes NCL's revolver is fully drawn at the time of default and NCL is able to refinance the portion of its revolver that was not previously extended. Simplified waterfall: -- Gross asset value: $11.2 billion -- Net asset value (after 7% administrative costs): $10.5 billion -- Value ascribed to the credit agreement/ship loans/new senior secured notes: 24%/67%/8% -- Net value available to the credit facility and proposed secured notes due 2028 (including residual value from unpledged ships after satisfying ship-level debt): $3.2 billion -- Estimated claims under the credit facility and proposed secured notes due 2028 at default: $2.5 billion --Recovery expectation: 90%-100%; rounded estimate: 95% -- Remaining value available to unsecured and pari passu claims: $0.7 billion -- Net value available to the $1 billion senior secured notes due 2027 (including collateral value pledged to the senior secured notes and a portion of the remaining value after satisfying claims under the credit agreement): $0.9 billion -- Senior secured notes due 2027: $1.0 billion --Recovery expectation: 70%-90%; rounded estimate: 85% -- Net value available to senior unsecured notes: $0.7 billion -- Senior notes and convertible notes: $5.5 billion --Recovery expectation: 10%-30%; rounded estimate: 10% *All debt amounts include six months of prepetition interest. NEONODE INC: Forsakringsaktiebolaget Has 10.06% Stake as of Jan. 17 ------------------------------------------------------------------- Forsakringsaktiebolaget Avanza Pension disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Jan. 17, 2023, it beneficially owns 1,365,052 shares of common stock of Neonode, Inc., representing 10.06 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/87050/000110465923004463/tm233763d1_sc13ga.htm About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. The Company also provides software solutions for scene analysis that feature advanced machine learning algorithms to detect and track persons and objects in video streams for cameras and other types of imagers. Neonode reported a net loss attributable to the company of $6.45 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $5.61 million for the year ended Dec. 31, 2020, and a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $17.79 million in total assets, $1.90 million in total liabilities, and $15.89 million in total stockholders' equity. NEOVASC INC: Inks US$100M Acquisition Deal With Shockwave Medical ----------------------------------------------------------------- Neovasc Inc. announced it has entered into a binding agreement with Shockwave Medical, Inc., whereby Shockwave has agreed to acquire all of the issued and outstanding common shares of the Company. Under the terms of the Arrangement Agreement, Neovasc shareholders will receive US$27.25 per Common Share in cash upfront on completion of the Transaction, corresponding to an enterprise value of approximately US$100 million, plus deferred payments of up to approximately US$47 million on the achievement of future regulatory milestones in the form of a contingent value right ("CVR") per Common Share to receive payment upon final FDA premarket approval to market the Neovasc Reducer in the United States for treatment of angina. Each CVR will pay: (i) US$12.00 if the Milestone is achieved on or prior to June 30, 2026, (ii) US$8.00 if the Milestone is achieved during the period beginning on July 1, 2026 and ending on December 31, 2026 or (iii) US$4.00 if the Milestone is achieved during the period beginning on January 1, 2027 and ending on Dec. 31, 2027. The upfront cash consideration represents a premium of 27% and 68% to the closing price and 30-day volume-weighted average price ("VWAP"), respectively, of the Common Shares on the Nasdaq Capital Market on Jan. 13, 2023. "Today's announcement is good news for our stakeholders and the Reducer program," said Fred Colen, Neovasc's president and chief executive officer. "We have made tremendous strides building accelerating revenue, clinical data, commercial reimbursement, and a fantastic team, and now it's time to take the next step to accelerate Reducer adoption globally. The team at Shockwave has demonstrated an extraordinary ability to scale novel technologies and build value for patients, customers and investors, and we are thrilled to become a part of their organization." Details of the Transaction The Transaction will be implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require approval of at least: (i) 66 2/3% of the votes cast by the holders of Common Shares; and (ii) approval by such holders excluding Common Shares held by certain "interested parties" in accordance with Multilateral Instrument 61-101, at a special meeting of Company shareholders to be held to consider the Transaction. In addition to approval by Company shareholders, the Transaction is also subject to receipt of court approval, and other customary conditions for transactions of this nature. The Transaction is expected to be complete in the first half of 2023. The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of the Company and a right for Shockwave to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of US$3.824 million, payable by the Company under certain circumstances (including if the Arrangement Agreement is terminated in connection with the Company accepting a Superior Proposal). The directors and senior officers of the Company and Strul Medical Group LLC), owning in aggregate approximately 9.23% of the Company's voting securities, have entered into voting support agreements, pursuant to which they have agreed to vote all of the securities they own or control in favour of the Transaction. Pursuant to Strul's voting and support agreement, Strul has also agreed, among other things, (i) to convert into Common Shares at the conversion price of US$25.00, the Restated Senior Secured Convertible Note issued by the Company to Strul with an initial principal amount of US$13,000,000, immediately prior to the effective time of the Transaction, (ii) that it shall be entitled to exercise its right to have the Company purchase certain warrants to acquire Common Shares held by Strul for a cash amount equal to the value thereof, and (iii) that certain out of the money warrants to acquire Common Shares held by Strul shall terminate at the effective time of the Transaction. Neovasc Board of Directors and Special Committee Recommendations A special committee comprised entirely of independent directors of the Company and advised by its financial advisor and by counsel unanimously recommended entering into the Arrangement Agreement to the board of directors of Neovasc. The Board has evaluated the Arrangement Agreement with the Company's management, legal and financial advisors and, following the receipt and review of the unanimous recommendation from the Special Committee, the Board has unanimously approved the Transaction and determined that the Transaction is in the best interest of the Company. The Board has resolved to recommend that the Company's shareholders vote in favour of the Transaction, all subject to the terms and conditions contained in the Arrangement Agreement. Further details regarding the terms of the Transaction are set out in the Arrangement Agreement and the Strul Voting Support Agreement, which will be publicly filed on the Company's SEDAR profile at www.sedar.com and the Company's EDGAR profile at www.sec.gov. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Board and how Neovasc shareholders can participate in and vote at the Special Meeting to be held to consider the Transaction will be provided in the management information circular for the Special Meeting which will be mailed to shareholders and also filed on the Company's SEDAR profile at www.sedar.com and the Company's EDGAR profile at www.sec.gov. Shareholders are urged to read these and other relevant materials when they become available. Advisors and Counsel Piper Sandler & Co. is acting as exclusive financial advisor to Neovasc and Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as Canadian and U.S. legal counsel to Neovasc, respectively. Perella Weinberg Partners is acting as exclusive financial advisor to Shockwave and Fenwick & West LLP and Davies Ward Phillips & Vineberg LLP are acting as U.S. and Canadian legal counsel to Shockwave, respectively. About Neovasc Inc. Neovasc -- www.neovasc.com -- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. The Company develops minimally invasive transcatheter mitral valve replacement technologies, and minimally invasive devices for the treatment of refractory angina. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently commercially available in the United States (2 U.S. patients have been treated under Compassionate Use) and has been commercially available in Europe since 2015, and Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada, Israel and Europe. Neovasc reported a net loss of $24.89 million for the year ended Dec. 31, 2021, following a net loss of $28.70 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had US$44.57 million in total assets, US$16.51 million in total liabilities, and US$28.06 million in total equity. Vancouver, Canada-based Grant Thornton LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 9, 2022, citing that the Company incurred a comprehensive loss of $25.2 million during the year ended Dec. 31, 2021. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern as at Dec. 31, 2021. NEXTPLAY TECHNOLOGIES: Posts $3.2 Million Net Loss in Third Quarter ------------------------------------------------------------------- NextPlay Technologies, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to Parent of $3.15 million on $628,672 of total revenue for the three months ended Nov. 30, 2022, compared to a net loss attributable to Parent of $9.06 million on $420,522 of total revenue for the three months ended Nov. 30, 2021. For the nine months ended Nov. 30, 2022, the Company reported a net loss attributable to Parent of $17.99 million on $1.55 million of total revenue compared to a net loss attributable to Parent of $18.26 million on $713,879 of total revenue for the same period in 2021. As of Nov. 30, 2022, the Company had $103.85 million in total assets, $57.90 million in total liabilities, and $45.95 million in total stockholders' equity. NextPlay stated, "We have limited financial resources. As of November 30, 2022, we have working capital of $3.53 million. Our monthly cash requirement is approximately $1.4 million. "We will need to raise additional capital or borrow loans to support the on-going operation, increase market penetration of our products, expand the marketing and development of our technology driven products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until our planned revenue streams from all businesses and products are fully implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, would negatively impact on our business, financial condition, and liquidity. We currently have limited resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern." The Company added, "We have experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the sale of common stock and other equity securities and the issuance of promissory notes to fund our operations and have devoted significant efforts to reduce that exposure. We anticipate that we will need to issue equity to fund our operations and continue to repay our outstanding debt for the foreseeable future. If we are unable to achieve operational profitability or are not successful in securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash. "These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001372183/000121390023003424/f10q1122_nextplaytech.htm About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of Aug. 31, 2022, the Company had $101.47 million in total assets, $52.93 million in total liabilities, and $48.54 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NEXTPLAY TECHNOLOGIES: Recent Business Deals Delay 10-Q Filing -------------------------------------------------------------- NextPlay Technologies, Inc. has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended Nov. 30, 2022 within the prescribed time period without unreasonable effort or expense. The Company said the delay is due primarily to recent business transactions, including, without limitation, the agreement to sell the Company's travel and media businesses and the 1-for-20 reverse stock split of the Company's authorized, issued and outstanding shares of common stock that was effected on Jan. 6, 2023. On June 28, 2022, the Company entered into a Securities Exchange Agreement with TGS Esports Inc., a British Columbia corporation, William Kerby and Donald P. Monaco. Pursuant to the TGS Securities Exchange Agreement, TGS agreed to acquire (i) all of the outstanding equity interests that the Company, William Kerby and Donald P. Monaco held in NextTrip Group, LLC, a Florida limited liability company and direct subsidiary of the Company; and (ii) all of the equity interests the Company held in Reinhart Interactive TV AG, a company organized in Switzerland, in exchange for the Company receiving securities of TGS. The TGS Transaction has not yet been consummated and is subject to various closing conditions. Following the closing of the TGS Transaction, the Company will continue to operate its remaining business units, including its HotPlay, NextFintech and NextBank lines of business. On Jan. 6, 2023, the Company implemented a reverse stock split of its authorized, issued and outstanding shares of common stock at a ratio of 1-for-20. As a result of the Reverse Split, the Company was obligated to revise its financial statements and notes related thereto to account for the Reverse Split on a retroactive basis. According to the Company, not only did the foregoing Transactions result in the Company having to adjust its financial statements and notes related thereto to reflect the Reverse Split on a retroactive basis and to reflect the Company's travel business that will be sold in the TGS transaction as assets held for sale, but the Transactions also resulted in a number of operational changes for the Company as well as changes in its management structure. Additionally, on Nov. 18, 2022, Kent Taepakdee resigned as the Company's chief financial officer. On Nov. 28, 2022, the Company's board of directors appointed Mr. Nutthaphol Rungsakhon to serve as the Company's interim chief financial officer. This transition has resulted in additional time being needed to finalize the financial statements and footnotes thereto that will be included in the Quarterly Report. "For the foregoing reasons, the Company requires additional time to complete certain procedures, including the completion of the Company's financial statements, updating relevant disclosures to reflect the Reverse Split and changes to the Company's business as a result of the Transactions, and completion of the procedures relating to management's assessment of the effectiveness of internal controls; and therefore, the Company is unable to file the Quarterly Report by the prescribed filing due date. The Company is working diligently to complete the necessary work. The Company expects to file the Quarterly Report within the extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended," the Company stated in the SEC filing. About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of Aug. 31, 2022, the Company had $101.47 million in total assets, $52.93 million in total liabilities, and $48.54 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NUOVO CIAO-DI: Case Summary & Eight Unsecured Creditors ------------------------------------------------------- Debtor: Nuovo Ciao-Di LLC 80 Washington Pl New York, NY 10011-9116 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. The Debtor owns a condominium unit located at 350 Avenue of the Americas, New York, NY 10011-8438 valued at $22 million. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-10068 Debtor's Counsel: H Bruce Bronson, Esq. BRONSON LAW OFFICE, P.C. 480 Mamaroneck Ave Harrison, NY 10528-1621 Tel: (877) 385-7793 Email: hbbronson@bronsonlaw.net Total Assets: $31,225,095 Total Liabilities: $20,039,347 The petition was signed by Michael Rainero as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X2KZQIY/Nuovo_Ciao-Di_LLC__nysbke-23-10068__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Con Edision Utility $5,000 4 Irving Pl New York, NY 10003-3502 2. Con Edison Cooper Station $40,000 PO Box 138 New York, NY 10276-0138 3. NYC Department of Finance $439,581 1 Centre St Ste 550 New York, NY 10007-1602 4. NYC Department of Finance Taxes $110,629 PO Box 680 Newark, NJ 07101-0680 5. NYC Department of $0 Finance-ECB PO Box 2307 New York, NY 10272-2307 6. NYC Dept. of Buildings $0 280 Broadway Frnt 3 New York, NY 7. Rodriguez-McCloskey, PLLC Legal Fees $5,900 32 Court St Ste 2101 Brooklyn, NY 11201-4440 Yenisey Rodriguez-McCloskey Email: yenisey@rodriguezmccloskey.com Tel: (718) 841-9401 8. The Law Office of Clara Feldman Legal Fees $1,150 10 E 40th St New York, NY 10016-0200 OCEAN POWER: All Five Proposals Passed at Annual Meeting -------------------------------------------------------- The annual meeting of the stockholders of Ocean Power Technologies, Inc. for the year ended April 30, 2022 was held on Jan. 13, 2023, at which the stockholders: 1) elected Terence J. Cryan, Philipp Stratmann, Clyde W. Hewlett, Diana G. Purcell, Peter E. Slaiby, and Natalie Lorenz-Anderson to the Company's Board of Directors; 2) approved an amendment to the 2015 Omnibus Incentive Plan to increase the number of shares of the Company's common stock available for grant under the 2015 Plan from 3,132,036 to 4,382,036 in order to ensure that adequate shares will be available under the 2015 Plan for future grants and to make certain other amendments to the 2015 Plan regarding award threshold limits; 3) ratified the selection of EisnerAmper LLP as the Company's independent registered public accounting firm for fiscal year 2023; 4) approved on an advisory basis the Company's executive officer compensation; and 5) approved, on an advisory basis, the yearly frequency of future advisory votes on our executive compensation. 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 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. PACESETTER MANUFACTURING: Taps Bankruptcy Legal Center as Counsel ----------------------------------------------------------------- Pacesetter Manufacturing, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Bankruptcy Legal Center as its legal counsel. The firm's services include: a. providing the Debtor general legal advice with respect to its powers and duties in the continued operation of its business and management of its property; b. preparing legal papers; c. communicating with the Subchapter V trustee and United States trustee; d. attending meetings, court hearings and settlement conferences, as needed; and e. other legal services. The firm will charge these hourly fees: James F. Khan $495 Krystal m. Ahart $395 Paralegals $195 As disclosed in court filings, Kahn & Ahart and its attorneys do not have connection with the creditors and any other party in interest or their respective attorneys. The firm may be reached at: James F. Kahn, Esq. Krystal M. Ahart, Esq. Kahn & Ahart, PLLC Bankruptcy Legal Center(TM) 301 E. Bethany Home Rd., Suite C-195 Phoenix, AZ 85012-1266 Tel: 602-266-1717 Fax: 602-266-2484 Email: James.Kahn@azbk.biz Krystal.Ahart@azbk.biz About Pacesetter Manufacturing Pacesetter Manufacturing, Inc. is an automotive aftermarket supplier of catalytic converters in Phoenix, Ariz. Pacesetter Manufacturing sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00093) on Jan. 6, 2023. In the petition signed by president and chief executive officer, Robert J. Perret, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Daniel P. Collins oversees the case. Kahn & Ahart, PLLC represents the Debtor as legal counsel. PALMETTO SCHOLARS: S&P Lowers 2015A Revenue Bonds Rating to 'BB' ---------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the South Carolina Jobs Economic Development Authority's tax-exempt series 2015A revenue bonds, issued for Palmetto Scholars Academy (PSA or the school), to 'BB' from 'BB+'. The outlook is negative. "The downgrade and negative outlook reflect material deterioration in PSA's financial performance in fiscal 2022, which resulted in a debt service coverage violation," said S&P Global Ratings credit analyst Luke Gildner. While management implemented a corrective action plan and expects to achieve full compliance with covenants in fiscal 2023, S&P believes there is uncertainty regarding financial performance beyond fiscal 2023 as the school plans to allocate its remaining pandemic-related relief funding in the current school year and will likely need to make significant budgetary adjustments to remain in compliance with financial covenants beginning in fiscal 2024. The school had about $7.7 million of debt as of June 30, 2022. The bonds outstanding are secured by all pledged revenues (including state payments), a first-priority mortgage, and a security interest on the facility. The site is owned by the U.S. government as part of Joint Base Charleston, and it has been leased to PSA for more than 35 years. Furthermore, the school has the right to renew the lease for an additional 15-year term. The rating reflects PSA's small enrollment base of just over 500 students with limited opportunities for growth given the school is operating near its facility capacity as well as recent management turnover with the principal position transitioning twice in the past three years. The school also experienced significant operating pressure in fiscal 2022 translating to a debt service coverage violation as well as a material spenddown in reserves. The rating is supported by the school's history of solid demand and favorable academics as well as expectations that financial performance will rebound in fiscal 2023 to levels that are consistent with the current rating as well as our expectation that management will likely make appropriate budgetary adjustments in fiscal 2024 to keep operations consistent with covenant requirements and rating expectations. S&P said, "We view the enterprise profile as adequate and the financial profile as vulnerable. We believe that, combined, these credit factors lead to an anchor rating of 'bb' and final rating of 'BB'." The negative outlook reflects the potential for operating stress beyond fiscal 2023 following the recognition of the remaining Elementary and Secondary School Emergency Relief allotment and need to right size the operating expense base to meet future covenant requirements. Given PSA's size, with just over $5 million in operating revenues as well as the recent spenddown in operating reserves, S&P believes the school has very limited capacity to absorb unfavorable variances at the current rating level. PARTY CITY: S&P Downgrades ICR to 'D' on Bankruptcy Filing ---------------------------------------------------------- Party City Holdings Inc. has filed voluntary petitions for reorganization under chapter 11 of the U.S. bankruptcy code. Therefore, S&P Global Ratings lowered its issuer credit rating on the company to 'D' from 'CCC'. At the same time, S&P lowered its issue-level ratings on Party City's senior secured debt to 'D' from 'CCC' and on the senior unsecured debt to 'D' from 'CC'. S&P said, "We lowered our issuer credit and issue-level ratings on Party City to 'D' because the company has filed for bankruptcy under chapter 11 of the U.S. bankruptcy code in the Southern District of Texas. Party City filed for bankruptcy to reduce debt and optimize its capital structure and liquidity to further advance strategic initiatives. As of Sept. 30, 2022, the company had about $445 million outstanding ($77.3 million available) under its revolving asset-based loan (ABL) and total long-term debt over $1.3 billion. Increased debt and higher interest rates have increased the company's interest expense and constrained liquidity. Macroeconomic headwinds and supply chain constraints including global helium shortages and elevated freight costs have negatively affected cash flow generation. The company has approximately $23 million of senior notes due in August 2023 and first-lien notes due in 2025." Party City has agreed to an expedited restructuring with holders of more than 70% of its senior secured first-lien notes. The company also secured an agreement for $150 million in debtor-in-possession (DIP) financing subject to court approval from the same lender group to support operations through the restructuring process. Party City will continue operating in the ordinary course of business and the restructuring is expected to be complete in the second quarter of 2023. PAYROLL MANAGEMENT: Amends Okaloosa County Secured Claims Pay ------------------------------------------------------------- Payroll Management, Inc., submitted an Amended Disclosure Statement in support of Chapter 11 Plan dated January 17, 2023. The Debtor's Plan is a liquidating Plan. The term of the Plan shall be 5 years or whenever the Debtor's liquidated assets are fully distributed, whichever occurs sooner. Pursuant to the plan, there are 5 classes of secured creditors, two of which were paid pursuant to Court Order entered during the administration of the case, and 1 class of general unsecured creditors. On or about March 8, 2022, the Debtor filed an Adversary Action against the Florida Self-Insurers Guaranty Association ("FSIGA") seeking recovery of some or all of the Debtor's insurance deposit of approximately $5,000,000. On or about August 17, 2022, the Court dismissed the FSIGA Adversary Action. On or About December 7, 2022, the Debtor filed its Notice of Intent to Abandon the Debtor's claims against FSIGA under the Court's negative notice procedure, which time period elapsed without objection. Class 5 consists of the disputed Secured Claim of Okaloosa County Tax Collector ("OCTC") filed in connection with Proof of Claim #5 in the amount of $5,527.85. This asserts real property tax liens as to the Debtor's previously sold real property as well as statutory liens to tangible property taxes. The real property taxes were paid at the time of the sale of the Debtor's real property. With respect to the statutory tax liens associated with tangible property taxes, the Debtor believes such would be inferior to the substantial tax lien asserted by the IRS and, therefore, are wholly unsecured and accordingly, the Debtor intends to object to the same to the extent they purport to be secured claims. OCTC claims remaining personal property of the Debtor situated in the Debtor's storage unit at Simply Self Storage in Navarre, Florida (the "Navarre Personal Property") as collateral for its claim, however, it is unresolved as to whether IRS has a superior lien on such property. The portion of Claim #5 attributable to real property taxes was paid in full upon the sale of the Debtor's real property and nothing further is owed with respect to this portion of OCTC's claim. With respect to the remaining portion of Claim #5 in the amount of $455.30, the Debtor will pay this claim (provided IRS is not found to have a superior lien) from the proceeds of the liquidation of the Navarre Personal Property to the extent such liquidation yields available funds. OCTC shall be entitled to vote its secured claim only if such is not disputed by the Debtor as of the date of Plan voting. Class 6 consists of Claims of General Unsecured Creditors. The General Unsecured Creditors Class shall receive payments as set forth in Article IV.B of the Plan with funding provided as described in Article VII of the Plan. No Class 6 unsecured Claim shall be allowed to the extent that it is for interest or other similar charges other than as otherwise specifically and expressly provided for herein. Payments to creditors shall be made from cash on hand and from liquidation of the Debtor's remaining assets. Unless otherwise provided in the Plan or indicated in Article III of the Plan, funds paid into the Creditors Fund by the Debtor, shall be used to pay the following claims in the priority indicated: * Claims entitled to priority under Bankruptcy Code § 507 shall be paid in accordance with Bankruptcy Code § 1129(a)(9), as set forth in Article II of the Plan. * Claims entitled to priority under Bankruptcy Code §§ 507(a)(2) and (a)(3) shall be paid under the Plan as set forth in Article II of the Plan. * After payment of the foregoing claims, sums paid into the Creditors Fund by the Debtor, shall be paid, on a pro-rata basis, to allowed general unsecured claims. The Debtor shall pay into the Creditors Fund all nonliened funds and assets of the Debtor. The Debtor shall fund the Creditors Fund from cash on hand that is not subject to creditor liens, from recovery of assets (less expenses of recovery) that are not subject to creditors liens, and from funds carved out by agreement with secured creditors. The Debtor shall have the discretion to make such payments into the Creditors Fund on intervals as determined by the Debtor so long as the total amount of all nonliened funds and assets of the Debtor are fully paid into the Creditors Fund by the conclusion of the five-year term of the Plan. The Debtor may choose to pay all of its nonliened funds and assets into the Creditors Fund by a date earlier than the expiration of the five-year term of the Plan, and thereby complete its treatment of the unsecured class at an earlier date. A full-text copy of the Amended Disclosure Statement dated January 17, 2023 is available at https://bit.ly/3ZT3ibG from PacerMonitor.com at no charge. Counsel for the Debtor: Natasha Z. Revell, Esq. ZALKIN REVELL, PLLC 2078 US Highway 98W, Suite 105A, #110 Santa Rosa Beach, FL 32459 Tel: (850) 267-2111 E-mail: nrevell@zalkinrevell.com About Payroll Management Payroll Management, Inc., provides human resource solutions to businesses that choose to outsource those functions. It offers human resource support, payroll, administration, workers' compensation, recruiting and training, safety training, and miscellaneous services. Payroll Management was founded in 1986 and is based in Fort Walton Beach, Fla. Payroll Management filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-30298) on March 27, 2018, listing up to $500,000 in assets and up to $50 million in liabilities. D.C. Mickle-Bee, chief executive officer, signed the petition. Judge Jerry C. Oldshue Jr. presides over the case. Natasha Revell, Esq., at Zalkin Revell, PLLC, serves as the Debtor's bankruptcy counsel. PETSMART LLC: S&P Upgrades ICR to 'B+' on Resilient Performance --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based PetSmart LLC to 'B+' from 'B', its issue-level ratings on its senior secured debt to 'BB' from 'BB-', and our issue-level rating on its unsecured notes to 'B-' from 'CCC+'. The stable outlook reflects S&P's expectation the company's operating performance will remain stable and that its sponsor will not pursue a transaction that materially increases its leverage. The upgrade reflects the company's consistent leverage of less than 4x and stable operating performance despite the challenging macroeconomic retail backdrop. PetSmart reported an 8% increase in its revenue for the first 39 weeks of fiscal year 2022 (ended Oct. 30, 2022), supported by a similar increase in its comparable sales. The company's accelerated revenue expansion and lower debt levels following its 2021 refinancing lead us to forecast its S&P Global Ratings-adjusted debt to EBITDA leverage will be 3.7x for fiscal year 2022 and remain below 4.0x in 2023. However, S&P believes the macroeconomic backdrop in the retail sector will remain challenging, which will somewhat slow PetSmart's sales growth. The company's S&P Global Ratings-adjusted EBITDA margins decreased by 140 basis points on a trailing-12-month basis, though it mostly offset this contraction with increased revenue, resulting in roughly flat nominal EBITDA. S&P expects PetSmart's stable margins and expansion will support modest EBITDA growth in 2023. S&P said, "We continue to view the company's ongoing ownership by financial sponsor BC Partners negatively because we believe it increases the risk of a future leveraging event. That said, our base-case scenario assumes PetSmart will maintain its leverage at current levels. The company could add debt by drawing on its currently undrawn $750 million asset-based lending (ABL) facility to fund distributions. However, we view this as unlikely because it has historically used this as a form of contingent liquidity and has not drawn on the facility since the onset of the coronavirus pandemic in early 2020. Further, PetSmart has funded its year-to-date dividends of $504 million with cash flows from its operations and balance sheet cash. The company had $747.5 million in cash as of Oct. 30, 2022. Our assessment incorporates our view of the financial policies of most financial sponsor-owned companies, which focus on generating investment returns over short time horizons and typically operate with high leverage. If PetSmart pursues a transaction that materially increases its leverage, we may lower the rating. Because we do not expect a leveraging transaction, we have revised our financial policy score to FS-5 from FS-6 and our financial risk assessment to aggressive from highly leveraged. "We believe a significant shift toward online shopping would threaten brick-and-mortar retailers. We believe PetSmart must continue to invest in its online channel to remain competitive as consumers increasingly shift to online purchases, which is a trend that accelerated during the pandemic. The company's proportion of online sales has lagged that of its closest-rated peer, Petco, since its spin-off of Chewy. However, we note that PetSmart's service offerings (including pet hotels, grooming, veterinary care via third-party partnerships, and training) encourage consumers to visit its stores and likely increase its customer value proposition. "The stable outlook reflects our expectation that PetSmart will maintain a stable operating performance and leverage of about 4.0x." S&P could lower its ratings on PetSmart if: -- Its operating performance deteriorates significantly. This could occur if increased competition and a weaker macro environment leads to significantly negative same-store sales; or -- The company's sponsor, BC Partners, pursues a leveraging transaction. S&P could raise its ratings on PetSmart if: -- Its operating performance remains reasonably good, with positive same-store sales and consistent metrics; and -- Its financial sponsor reduces its ownership of the company and maintains a less-aggressive approach to debt, such that S&P doesn't anticipate a significant leveraging event. ESG credit indicators: E-2, S-2, G-3 PHILUX GLOBAL: Extends Stock Transfer Deal Closing Date to Jan. 31 ------------------------------------------------------------------ Effective Jan.15, 2023, Philux Global Group Inc. (f/k/a PHI Group, Inc.), Tin Thanh Group Joint Stock Company and Mr. Tran Dinh Quyen signed an amendment to amend the Closing Date of their Stock Transfer Agreement as follows: 7.1 Closing Date. The Closing Date of said Stock Transfer Agreement shall be on or prior to January 31, 2023, or no later than three business days after the anticipated closing, by PGG or its subsidiary, of a $250,000,000 investment management contract, whichever occurs first. If the Closing of this transaction does not occur by January 31, 2023, TTG will have the discretion to terminate said Stock Transfer Agreement at any time it wishes. About PHI Group Headquartered in Irvine, California, PHI Group, Inc. (www.phiglobal.com) primarily focuses on advancing PHILUX Global Funds, a group of Luxembourg bank funds organized as "Reserved Alternative Investment Fund", and building the Asia Diamond Exchange in Vietnam. The Company also engages in mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. PHI Group reported a net loss of $21.15 million for the year ended June 30, 2022, a net loss of $6.55 million for the year ended June 30, 2021, a net loss of $1.32 million for the year ended June 30, 2020, and a net loss of $2.93 million for the year ended June 30, 2019. As of June 30, 2022, PHI Group had $469,963 in total assets, $7.01 million in total liabilities, and a total stockholders' deficit of $6.54 million. Bangalore, India-based M.S. Madhava Rao, the Company's auditor, issued a "going concern" qualification in its report dated Jan. 13, 2023, citing that the Company has an accumulated deficit of $71,717,973 and had a negative cash flow from operations amounting to $1,545,570 for the year ended June 30, 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern. POLERCOASTER LLC: Seeks to Hire Morgan & Morgan as Counsel ---------------------------------------------------------- Polercoaster, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Morgan & Morgan, P.A. as its additional counsel. The firm will represent the Debtor in the prosecution of claims against Intamin Amusement Rides Int. Corp. Est., International Amusements, Inc., and related entities for recovery of monies lost due to the misappropriation of the concept and lost business opportunity relating to the Emaar Entertainment project in Dubai, UAE. The firm will be compensated as follows: (a) 10 percent of the gross value of any recovery that occurs after the agreement is executed but before a lawsuit or arbitration in this case is filed; (b) 20 percent of the gross value of any recovery that occurs on or after the date a lawsuit or arbitration in this case is filed but prior to the first deposition in this case; (c) 30 percent of the gross value of any recovery that occurs on or after the date of the first deposition in this case but prior to the first day of a trial or arbitration hearing in this case; and (d) 35 percent of the gross value of any recovery that occurs on the date a trial or arbitration hearing in this case begins, or any date thereafter. As disclosed in court filings, Morgan & Morgan does not represent interests adverse to the Debtor in the matters upon which the firm is to be employed. The firm can be reached through: Benjamin A. Webster, Esq. Morgan & Morgan, P.A. 20 N. Orange Avenue, 4th Floor Orlando, FL 32801 Phone: (407) 420-6928 Fax: (407) 245-3353 About Polercoaster LLC Polercoaster, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04496) on Dec. 21, 2022, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP and Morgan & Morgan, P.A. serve as the Debtor's legal counsels. QUANERGY SYSTEMS: Seeks to Hire Seward & Kissel as Special Counsel ------------------------------------------------------------------ Quanergy Systems Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Seward & Kissel, LLP as its special counsel. The Debtor requires a special counsel in connection with the investigation of certain pre-bankruptcy transactions and decisions made by the Debtor or its Board of Directors. Seward & Kissel's standard hourly rates are: Partners $1,050 to $1,775 Counsel $975 to $1,100 Associates $500 to $975 Paraprofessionals $250 to $505 John R. Ashmead $1,625 Mark D. Kotwick $1,450 Catherine V. LoTempio $975 John Patouhas $600 Seward & Kissel holds a retainer of $41,430. John Ashmead, Esq., a member of Seward & Kissel, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John R. Ashmead, Esq. Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Phone: (212) 574-1200 Fax: (212) 480-8421 Email: ashmead@sewkis.com About Quanergy Systems Quanergy Systems, Inc., designs, develops and markets Light Detection and Ranging (LiDAR) sensors and 3D perception software solutions that enable intelligent, real-time detection, tracking and classification of objects such as people and vehicles in mission-critical markets such as security, smart cities and industrial automation. The company is based in Sunnyvale, Calif. Quanergy Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Delaware Case No. 22-11305) on Dec. 13, 2022, with $10 million to $50 million in both assets and liabilities. Larry Perkins, chief restructuring officer of Quanergy Systems, signed the petition. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley, LLP as bankruptcy counsels; Seward & Kissel, LLP as special counsel; SierraConstellation Partners as restructuring advisor; FTI Consulting, Inc. as financial Advisor; and Raymond James Financial, Inc. as investment Banker. Bankruptcy Management Solutions, Inc., doing business as Stretto, Inc. is the claims, noticing and solicitation agent. QUANTUM SOURCE: Unsecureds Will Get 20% of Claims over 5 Years -------------------------------------------------------------- Quantum Source Insurance Group LLC filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Small Business Chapter 11 Plan of Reorganization dated January 17, 2023. The Debtor operates an insurance brokerage firm with its principal offices in Pittsburgh, Pennsylvania. The Debtor commenced operations on January 14, 2016. As the business expanded it required additional funding and also loaned funds to real estate ventures that, as of this time, appear to be unsuccessful. Unfortunately, the Debtor was unable to generate the revenue to payoff the loans it obtained from third parties, resulting in significant financial issues for the Debtor and necessitating the filing of this Bankruptcy Case. Since filing, the Debtor has been able to stabilize its financial affairs and operate profitably. The Debtor believes that it has the ability to successfully reorganize its affairs and to continue operations going forward. The Plan proposes to pay administrative and priority claims in full unless otherwise agreed. The Debtor estimates approximately 20% will be paid on account of general unsecured claims pursuant to the Plan. Class 6 consists of General Unsecured Claims. The total amount of this class of creditors is $476,923.38. This class of Creditor will receive a distribution of 20% of their claim as set forth herein. The total amount paid to this class is over 5 years will be $95,384.68. Payments will be made Monthly commencing on the Effective Date. The monthly payment to this class will be $1589.74. Class 7 consists of Equity ownership of Lisa and Charles Harris. No payments will be made to this class. The Plan will be funded through ongoing revenue generated by continued business operations. A full-text copy of the Plan of Reorganization dated January 17, 2023 is available at https://bit.ly/3J8M3gn from PacerMonitor.com at no charge. Debtor's Counsel: David Fuchs, Esq. FUCHS LAW OFFICE, LLC 554 Washington Avenue Carnegie, PA 15106 Tel: 412-223-5404 Email: dfuchs@fuchslawoffice.com About Quantum Source Quantum Source is an insurance brokerage firm that partners with over 100 insurance carriers that specialize in a wide range of industries. The Debtor filed Chapter 11 Petition (Bankr. W.D. Pa. Case No. 22-22066) on October 19, 2022. David Fuchs, Esq. of FUCHS LAW OFFICE, LLC oversees the case. In the petition signed by Charles Harris, president, the Debtor disclosed $0 to $50,000 in assets and $1 million to $10 million in liabilities. QUOTIENT LTD: Gets OK to Hire Kroll Restructuring as Claims Agent ----------------------------------------------------------------- Quotient Limited received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Kroll Restructuring Administration LLC as its claims, noticing, and solicitation agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. The firm requested a retainer in the amount of $50,000. As disclosed in court filings, Kroll is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Phone: +1 212 593 1000 About Quotient Ltd. Building on over 30 years of experience in transfusion diagnostics, Quotient is a commercial-stage diagnostics company committed to delivering solutions that it believes reshape the way diagnostics are practiced. The MosaiQ solution, Quotient's proprietary multiplex microarray technology, offers the world's first fully automated, consolidated testing platform, allowing for multiple tests across different modalities. Quotient filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90003) on Jan. 10, 2023. The Debtor disclosed total assets of $127,905,000 and total debt of $309,995,000 as of Sept. 30, 2022. The Hon. David R. Jones is the case judge. The Debtor tapped Paul Hastings, LLP as counsel and Perella Weinberg Partners L.P. as financial advisor. Kroll Restructuring Administration LLC is the claims agent. QUTOUTIAO INC: Receives Non-Compliance Notice From Nasdaq --------------------------------------------------------- Qutoutiao Inc. announced it has received a written notification from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC dated Jan. 13, 2023, indicating that the Company is not currently in compliance with Nasdaq's Listing Rules for continued listing due to the Company's failure to file an interim balance sheet and income statement as of the end of its second quarter ended June 30, 2022 on Form 6-K with the Securities and Exchange Commission. Pursuant to Nasdaq Listing Rule 5250(c)(2), the Company was required to file its Interim Financials no later than six months following the end of its second quarter ended June 30, 2022, or Dec. 31, 2022. The Company has not yet filed the required Interim Financials. The Company is working diligently on its plan to regain compliance and intends to comply with the time periods afforded in the Notice. This notice received from Nasdaq has no immediate effect on the listing or trading of the Company's shares. Nasdaq has provided the Company with 60 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company's plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for the filing of its Interim Financials, or until July 3, 2023, to regain compliance. As previously announced, the Company also received two separate notices from Nasdaq, including a notice indicating the Company's deficiencies in meeting the continued listing requirement on minimum Market Value of Publicly Held Shares of US$15,000,000 on Sept. 13, 2022, and a notice indicating the Company's deficiencies in meeting the continued listing requirement of minimum bid price of US$1.00 per share of the closing bid price for a period of 30 consecutive business days on Sept. 26, 2022. About Qutoutiao Inc. Qutoutiao Inc. -- https://ir.qutoutiao.net -- operates a mobile content platform in China with a mission to bring fun and value to its users. The eponymous mobile application, Qutoutiao, meaning "fun headlines" in Chinese, applies artificial intelligence-based algorithms to deliver customized feeds of articles and short videos to users based on their unique profiles, interests and behaviors. Qutoutiao has attracted a large group of users, many of whom are from lower-tier cities in China. Qutoutiao reported a net loss attributable to the Company of RMB1.24 billion in 2021, a net loss attributable to the Company of RMB1.10 billion in 2020, and a net loss attributable to the Company of RMB2.68 billion in 2019. Shanghai, the People's Republic of China-based PricewaterhouseCoopers Zhong Tian LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated May 2, 2022, citing that the Company's accumulated and recurring losses from operations, net cash used in operating activities, negative working capital as of Dec. 31, 2021, and uncertainties on the repayment of a convertible loan raise substantial doubt about the Company's ability to continue as a going concern. QUTOUTIAO INC: Shandong Haoxin Replaces PwC as Auditor ------------------------------------------------------ Qutoutiao Inc. announced it dismissed PricewaterhouseCoopers Zhong Tian LLP on Jan. 3, 2023 and engaged Shandong Haoxin Certified Public Accountants Co., Ltd. as its independent registered public accounting firm, effective Jan. 17, 2023. The change of the Company's independent auditor was made after careful consideration and was approved by the Audit Committee and the Board of Directors of the Company. The Company said its decision to change its auditor was not the result of any disagreement between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The Company is working closely with PwC and Shandong Haoxin to ensure a seamless transition. The Board of Directors of the Company would like to express its sincere gratitude to PwC for its professionalism and quality of services rendered to the Company over the past few years. About Qutoutiao Inc. Qutoutiao Inc. -- https://ir.qutoutiao.net -- operates a mobile content platform in China with a mission to bring fun and value to its users. The eponymous mobile application, Qutoutiao, meaning "fun headlines" in Chinese, applies artificial intelligence-based algorithms to deliver customized feeds of articles and short videos to users based on their unique profiles, interests and behaviors. Qutoutiao has attracted a large group of users, many of whom are from lower-tier cities in China. Qutoutiao reported a net loss attributable to the Company of RMB1.24 billion in 2021, a net loss attributable to the Company of RMB1.10 billion in 2020, and a net loss attributable to the Company of RMB2.68 billion in 2019. Shanghai, the People's Republic of China-based PricewaterhouseCoopers Zhong Tian LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated May 2, 2022, citing that the Company's accumulated and recurring losses from operations, net cash used in operating activities, negative working capital as of Dec. 31, 2021, and uncertainties on the repayment of a convertible loan raise substantial doubt about the Company's ability to continue as a going concern. RALSTON, NE: S&P Raises LT GO Debt Rating to 'BB+', Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its long-term rating to 'BB+' from 'BB' on Ralston, Neb.'s general obligation (GO) debt. The outlook is stable. "The upgrade reflects our view of Ralston's proactive management practices that improved its liquidity position from historical lows, with projected cash flows showing sufficient coverage for debt service payments during the year," said S&P Global Ratings credit analyst Dan Golliday. "Lastly, management demonstrated willingness to reduce its financial vulnerabilities such as cash flow borrowing tied to its arena enterprise, but any material operational or arena underperformance could renew liquidity pressure," Mr. Golliday added. The city's full faith and credit unlimited ad valorem tax GO pledge secures the GO bonds. Ralston's management took proactive measures resulting in the improvement of its financial position after a period of meaningful operating losses and high cash burn tied to its arena enterprise that required extraordinary support from its operating fund and cash flow borrowing. The city eliminated its cash flow debt and reduced its operational subsidies while not sacrificing its overall financial position. Ralston's economic profile is characterized by its role as a dense, fully built out bedroom community within the Omaha metropolitan statistical area, providing residents with extensive employment opportunities. Despite being fully built out, officials anticipate continued economic growth and activity given redevelopment projects coupled with the city's various retail and commercial businesses that attract consumers from neighboring communities, increasing the city's access to a larger share of consumer spending. S&P said, "The stable outlook reflects our view that the city will maintain its financial trajectory and produce cash flows sufficient to cover debt service payments in the near term. While not likely, potential adverse economic conditions could strain operating margins and pressure the city's overall liquidity position if recent reforms were insufficient to insulate its arena enterprise from economic headwinds." REPLICEL LIFE: Receives $842K Gross Proceeds From Private Placement ------------------------------------------------------------------- RepliCel Life Sciences Inc. announced it has completed its non-brokered private placement, as described in its News Releases dated Sept. 6, 2022, Oct. 20, 2022 and Dec. 14, 2022, pursuant to which it has issued an aggregate of 8,419,650 units at a price of $0.10 per Unit for gross proceeds of $841,965. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant. Each Warrant is exercisable into one additional Share at a price of $0.20 per Share for a period of three years from the closing date. The net proceeds from the sale of the Offering will be used for general working capital purposes. The securities issued under the Offering, and the shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring four months and one day from the date of closing. None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Each of Andrew Schutte, Peter Lowry, Peter Lewis and Gary Boddington participated in the Offering and each are considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions and each issuance is considered to be a "related party transaction" within the meaning of MI 61-101 but each issuance will be exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares to be issued to each related party does not exceed 25% of the Company's market capitalization. About Replicel RepliCel Life Sciences Inc. is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic conditions affecting what the Company believes is approximately one in three people in industrialized nations, including aging/sun-damaged skin, pattern baldness, and chronic tendon degeneration. These conditions, often associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function. These cell therapy product candidates are based on RepliCel's innovative technology, utilizing cell populations isolated from a patient's healthy hair follicles. Replicel Life reported a net loss and comprehensive loss of C$4.07 million for the year ended Dec. 31, 2021, compared to a net loss and comprehensive loss of C$1.58 million for the year ended Dec. 31, 2020. As at Dec. 31, 2021, the Company had C$591,794 in total assets, C$7.43 million in total liabilities, and a total shareholders' deficiency of C$6.84 million. Vancouver, British Columbia-based BDO Canada LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated June 28, 2022, citing that the Company has accumulated losses of $42,231,642 since its inception and incurred a loss of $4,073,315 during the year ended Dec. 31, 2021. These events or conditions, along with other matters, indicate that a material uncertainty exists that may cast substantial doubt about its ability to continue as a going concern. SANUWAVE HEALTH: Manchester Management Has 7.1% Stake as of Nov. 14 ------------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Sanuwave Health, Inc. as of Nov. 14, 2022: Shares Percent Beneficially of Reporting Person Owned Class Manchester Management PR, LLC 39,085,646 7.12% Manchester Explorer, L.P. 36,585,646 6.67% Manchester Management Company, LLC 39,085,646 7.12% James E. Besser 41,335,646 7.53% Morgan C. Frank 38,085,646 6.94% The outstanding Shares figure reflects 548,737,651 Shares outstanding as reported in the Issuer's 10-Q filed by the Issuer on Nov. 14, 2022. On Aug. 5, 2022, Morgan C. Frank was appointed to the board of directors of the Issuer to serve as Chair. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1417663/000091957423000267/d9911150_13d-a.htm About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shock wave technology company using a patented system of noninvasive, high-energy, acoustic shock waves for regenerative medicine and other applications. The Company's initial focus is regenerative medicine utilizing noninvasive, acoustic shock waves to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. SANUWAVE reported a net loss of $27.26 million for the year ended Dec. 31, 2021, compared to a net loss of $30.94 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $20.11 million in total assets, $52.96 million in total liabilities, and a total stockholders' deficit of $32.85 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 13, 2022, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations and the occurrence of the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SAVAGE ENTERPRISES: S&P Alters Outlook to Stable, Affirms BB- ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on agribusiness and industrial transportation services provider Savage Enterprises LLC to stable from negative and affirmed all of its ratings, including our 'BB-' issuer credit rating. The stable outlook reflects S&P's expectation that the company will maintain leverage near its 2.5x target, while periodically increasing it above 3x for capex (such as constructing its soybean crush plant) or mergers and acquisitions (M&A) as will be the case in 2024 prior to completing the construction of its soybean crush plant. The company continues to reduce leverage in line with our expectations for broad-based EBITDA growth and lower seasonal working capital borrowings. Savage's debt to EBITDA declined to 3.2x for the 12-months ended Sept. 30, 2022, from its seasonal high of 4x as of the 12-months ended March 31, 2022, due--in part--to its sell-down of the high-cost grain inventories it built up in the spring. The company's year-to-date EBITDA increased by 14% year over year because of growth in its agribusiness segment and its industrial, transportation, and environmental services businesses, which offset declines in engineering services. S&P said, "We continue to expect its EBITDA expansion will moderate closer to 4%-6% for the full year because the fourth quarter will be more difficult than it was last year. Still, with further working capital declines by fiscal year-end 2022 and a more muted seasonal working capital outlook in agribusiness next year, we expect the company to steadily reduce its leverage well below 3x over the next year, excluding the divestures, (our S&P Global Ratings-adjusted leverage ratio--which is approximately 0.5x below the company's ratio--includes our standard debt adjustments for operating leases and also nets a discounted portion of its adjusted readily marketable grain trading inventories [ARMI] in the merchandising arm of its agribusiness segment)." The company's financial policies support S&P's stable outlook. S&P said, "We do not expect Savage's plan to build a new soybean processing plant over the next two years will materially increase its leverage in fiscal year 2023 because it we estimate that proceeds from asset sales will fund a meaningful portion of the capital investments. We believe this decision demonstrates the company's commitment to its long-term leverage target of 2.5x. Although there will likely be a funding shortfall to complete the project in 2024, when we estimate its leverage will peak at about 3.5x, leverage, we anticipate its leverage will be closer to 3.0x on a pro forma basis after incorporating a full year of EBITDA contributions from the plant. The company's balanced approach to funding its growth investments, with a combination of asset sale proceeds and moderate incremental debt, supports our existing issuer credit rating and stable outlook." Savage will have greater scale in agribusiness following the sale of its environmental services business. S&P said, "Although we viewed the company's recent build-up of its environmental services segment as diversifying its business away from the more-volatile grain merchandising and fossil fuel industrial services businesses, we do not believe its higher concentration in agribusiness following this divestment is a net negative to its overall scale and diversity. We estimate the pro forma business will still have a material 35% EBITDA exposure to various business services that are uncorrelated to agribusiness, including transportation, engineering, and industrial services. Moreover, the addition of soybean processing to its current agribusiness footprint (which comprises lower-margin flour milling and grain origination and merchandising) will likely result in higher margins and better growth rates, given the favorable industry outlook for oilseed processing (including soybeans) because of growing biofuel demand and tight industry-wide production capacity." Management has demonstrated its ability to restore the company's leverage to its target range and expand its EBITDA through periodic investments and divestments. The company has steadily grown its EBITDA over the past five years. It successfully integrated Bartlett (its agribusiness segment) in a transformational acquisition that closed in 2019, which caused its pro forma leverage to rise above 4x before steadily improving below 3x in the 24 months that culminated in the divestiture of its inland marine business (which it used the proceeds from to repay debt). Savage has also expanded its EBITDA at a compound annual rate of about 15% since acquiring Bartlett. S&P said, "The company did undertake a dividend recapitalization in 2021 that increased its pro forma leverage above 3.5x to buyout Bartlett's minority owners, which caused us to revise our outlook to negative. Still, Savage remains on track to reduce its leverage below 3.0x in the 18 months following the close of that transaction. At the same time, we estimate it has continued to increase its EBITDA at a healthy low double-digit percent rate, though this will likely moderate to a mid-single-digit percent rate following consecutive years of double-digit percent growth across its various businesses since the pandemic. Given management's staffing plans, with seasoned industry operators for its soybean investment and the favorable industry trends in that business, we believe the company will continue to grow its EBITDA, both organically and through bolt-on M&A, while periodically increasing its leverage above 3.0x prior to restoring it closer to 2.5x in the 6-18 months following any future investment outlays." S&P said, "The stable outlook reflects our expectation the company will maintain leverage near its 2.5x target while periodically increasing it above 3.0x for growth capex or M&A, which we forecast will be the case in 2024 when it completes the construction of its soybean crush plant." S&P could lower its ratings if the company either becomes more aggressive with its M&A and growth strategy or faces a significant unexpected earnings shortfall that causes it to sustain debt to EBITDA of more than 4x. This could occur if: -- The company fails to capture the planned EBITDA from its expansion, possibly due to a very pronounced cyclical downturn in soybean crush margins; -- The company pursues a debt-financed acquisition prior to completing the build out of its greenfield soybean crush facility scheduled for completion in 2024; or -- The company faces a significant (10%-20%) EBITDA decline in any of its businesses while incurring incremental debt to fund future growth investments. S&P could raise its ratings if the company continues to build scale across its business portfolio and improves its business risk profile while maintaining its current financial policy, including committing to reduce leverage closer to 2.5x following any acquisitions or other investment activity. SEMILEDS CORP: Extends Maturities of $3.2M Loans to January 2024 ---------------------------------------------------------------- On Jan. 8, 2019, SemiLeds Corporation entered into loan agreements with each of the Chairman and Chief Executive Officer and its largest shareholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of both 8%. All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the cancelled proposed sale of the Company's headquarters building pursuant to the agreement dated Dec. 15, 2015. The Company was initially required to repay the loans of $1.5 million on Jan. 14, 2021 and $1.7 million on Jan. 22, 2021. On Jan. 16, 2021, the maturity date of these loans was extended to Jan. 15, 2022, and on Jan. 14, 2022, the maturity date of these loans was further extended to Jan. 15, 2023. On Jan. 13, 2023, the maturity date of these loans was extended with same terms and interest rate for one more year to Jan. 15, 2024. About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs reported a net loss of $2.73 million for the year ended Aug. 31, 2022, compared to a net loss of $2.86 million for the year ended Aug. 31, 2021. As of Nov. 30, 2022, the Company had $15.57 million in total assets, $12.51 million in total liabilities, and $3.06 million in total equity. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 7, 2022, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. SILVERADO STREET: Case Summary & One Unsecured Creditor ------------------------------------------------------- Debtor: Silverado Street LLC 1299 Prospect Street, Suite 305 La Jolla, CA 92037 Business Description: The Debtor owns a 9,000 sq. feet single family residence located at 7724 Prospect Place, La Jolla, CA 92037 valued at $13 million. The Debtor is a tenant in common on an approximately 1150 acre undeveloped property located in Los Angeles County, valued at $5 million. Chapter 11 Petition Date: January 20, 2023 Court: United States Bankruptcy Court Southern District of California Case No.: 23-00108 Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Total Assets: $18,000,000 Total Liabilities: $10,638,073 The petition was signed by William J. Barkett as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GXXS7SI/Silverado_Street_LLC__casbke-23-00108__0001.0.pdf?mcid=tGE4TAMA Debtor's One Unsecured Creditor: Entity Nature of Claim Claim Amount Franchise Tax Board Taxes $6,000 Bankruptcy Section MS: A-340 PO Box 2952 Sacramento, CA 95812-2952 STIMWAVE TECHNOLOGIES: $124M Sale to Kennedy Lewis to Fund Plan --------------------------------------------------------------- Stimwave Technologies Incorporated and Stimwave LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Joint Plan of Liquidation dated December 12, 2022. Prior to the Petition Date, the Company was a rapidly-growing medical device manufacturer and provider of permanently implanted neurostimulation products that offered a treatment alternative to opioids for chronic pain patients. As of the Petition Date, the Debtors were borrowers under that certain Loan and Security Agreement dated May 13, 2019 (as amended, modified, or supplemented, the "Term Loan Agreement"), pursuant to which Kennedy Lewis Capital Partners Master Fund LP ("KLCPMF") was lender and Kennedy Lewis Investment Management, LLC ("KLIM" and together with KLCPMF, "Kennedy Lewis") was collateral agent. Immediately pre-petition, the Company exhausted all availability under the Term Loan Agreement with Kennedy Lewis. Consequently, the Company had to commence the Chapter 11 Cases to access needed liquidity to maintain operations and implement a value maximizing sale transaction. As of the Petition Date, the Debtors estimated that their liquidated unsecured trade debt was approximately $2.5 million. The Debtors had also accrued obligations to employees, consultants, and sales agents. The Debtors commenced the Chapter 11 Cases to address near term liquidity concerns and entered the Chapter 11 Cases with an executed purchase agreement (the "Stalking Horse Agreement") with an affiliate of Kennedy Lewis (the "Stalking Horse Bidder") to provide the business with the opportunity to thrive as a going concern to the benefit of the Debtors' stakeholders, employees, vendors and contractual counterparties. The Debtors received three Qualified Bids (as defined in the Bidding Procedures Motion) and commenced an auction on September 27, 2022 (the "Auction"). After a robust Auction consisting of multiple rounds of bidding, the Debtors, in consultation with the Committee, determined that the final bid submitted by the Stalking Horse Bidder was the successful bid. The purchase price was $124,250,000, comprised of a credit bid of $84,945,792 and cash consideration of $39,304,208. The Auction resulted in an increase of approximately $38,490,423 in value compared to the initial bid submitted by the Stalking Horse Bidder. On September 30, 2022, the Bankruptcy Court entered that certain Order (I) Approving the Sale of Debtors' Assets Free and Clear of Liens, Claims, Interests and Encumbrances; (II) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith and (III) Granting Related Relief (the "Sale Order"), thereby authorizing and approving the sale of substantially all the Debtors' assets (the "Sale") pursuant to that certain Amended and Restated Equity Interest and Asset Purchase Agreement, dated as of September 28, 2022, by and among SWT SPV LLC, as Buyer, and the Debtors, as Sellers (as amended, the "Asset Purchase Agreement"). The Sale closed on October 31, 2022. The Plan provides for (i) either (a) a Liquidating Trust Toggle pursuant to which a Liquidating Trust will be established in the event that Class 3 (General Unsecured Claims) is not paid in full, or (b) in the absence of the occurrence of the Liquidating Trust Toggle, the designation of a Plan Administrator who will have all powers and authorities set forth in the Plan. In the absence of the occurrence of the Liquidating Trust Toggle, the Debtors will designate a Plan Administrator to administer certain post-Effective Date responsibilities under the Plan. The Plan Administrator will be disclosed in the Plan Supplement, which the Debtors will file no later than seven days prior to the Plan Objection Deadline (as set forth in the Disclosure Statement Order). Pursuant to the Plan, in the event of the occurrence of the Liquidating Trust Toggle, Holders of Allowed General Unsecured Claims will receive a percentage of the Liquidating Trust Interests that equals such Holder's Allowed General Unsecured Claim when divided by the sum of all Allowed General Unsecured Claims plus all Disputed General Unsecured Claims. Pursuant to the Plan, additional Liquidating Trust Interests will be distributed to Holders of Allowed General Unsecured Claims if a Disputed General Unsecured Claim is subsequently Disallowed. If a Disputed General Unsecured Claim is subsequently Allowed, the Holder of such newly Allowed General Unsecured Claim shall receive its percentage of the Liquidating Trust Interests. Class 3 consists of all General Unsecured Claims. In the event of the occurrence of the Liquidating Trust Toggle, each Holder of an Allowed Class 3 Claim shall receive its Pro Rata share of the Liquidating Trust Interests in accordance with Article IV.C.3 of the Plan on account of such Holder's General Unsecured Claim(s) against the Debtors, which shall entitle such Holder to distributions from the Liquidating Trust as and to the extent set forth in the Plan and Liquidating Trust Agreement, and (ii) in the absence of the occurrence of the Liquidating Trust Toggle, each such Holder shall receive payment in full in Cash of the amount of such Holder's Allowed General Unsecured Claim either: (a) on the Effective Date, or as soon as reasonably practicable thereafter or (b) if the General Unsecured Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which such General Unsecured Claim is Allowed by Final Order, or as soon as reasonably practicable thereafter. Class 3 is (i) in the event of the occurrence of the Liquidating Trust Toggle, Impaired under the Plan, or (ii) in the absence of the occurrence of the Liquidating Trust Toggle, Unimpaired under the Plan. In the event of the occurrence of the Liquidating Trust Toggle, Holders of Allowed Claims in Class 3 are entitled to vote to accept or reject the Plan. In the absence of the occurrence of the Liquidating Trust Toggle, Holders of Allowed Claims in Class 3 are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. Class 4 consists of all SLLC Equity Interests. On the Effective Date, each SLLC Equity Interest shall be Reinstated, solely to the extent necessary to maintain the Debtors' corporate structure post-Effective Date, and shall be Unimpaired under the Plan. Class 5G consists of all Existing Common Interests. On the Effective Date or as soon as reasonably practicable thereafter, all Existing Common Interests shall be cancelled, released, and extinguished. Holders of Existing Common Interests shall not receive any distribution or retain any property pursuant to the Plan on account of such Existing Common Interests. Class 5G is Impaired under the Plan. Class 7 consists of all Intercompany Claims. On the Effective Date or as soon as reasonably practicable thereafter, all Intercompany Claims shall be cancelled, released, and extinguished. Holders of Intercompany Claims shall not receive any distribution or retain any property pursuant to the Plan on account of such Intercompany Claims. Class 7 is Impaired under the Plan. Entry of the Confirmation Order shall constitute approval, pursuant to section 105(a) of the Bankruptcy Code, as of the Effective Date, of the deemed consolidation of the Debtors for all purposes related to the Plan, including voting, confirmation, distributions, and Claim determinations. On or before the Effective Date, the Liquidating Trust Agreement shall be executed, and all other necessary steps shall be taken to establish the Liquidating Trust to hold the Liquidating Trust Interests, which shall be for the benefit of the Liquidating Trust Beneficiaries. Counsel to the Debtors: GIBSON, DUNN & CRUTCHER LLP Robert A. Klyman, Esq. Michael G. Farag, Esq. 333 South Grand Avenue Los Angeles, California 90071-3197 Tel: (213) 229-7000 Fax: (213) 229-7520 Email: rklyman@gibsondunn.com mfarag@gibsondunn.com Matthew J. Williams, Esq. 200 Park Avenue New York, New York 10166-0193 Tel: (212) 351-4000 Fax: (212) 351-4035 Email: mjwilliams@gibsondunn.com YOUNG CONAWAY STARGATT & TAYLOR, LLP Michael R. Nestor, Esq. Andrew L. Magaziner, Esq. Elizabeth S. Justison, Esq. Jared W. Kochenash, Esq. Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com amagaziner@ycst.com ejustison@ycst.com jkochenash@ycst.com About Stimwave Stimwave Technologies Incorporated and Stimwave LLC manufacture, distribute, and provide ongoing support for implantable, minimally invasive neurostimulators, which are used as a treatment for chronic intractable pain. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. LeaD Case No. 22-10541) on June 15, 2022. In the petition signed by Aure Bruneau, as manager, the Debtors disclosed up to $100 million in assets and up to $50 million in liabilities. Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and Crutcher LLP serve as the Debtors' legal counsel. The Debtors also tapped Honigman LLP and Jones Day as special counsel; Riverson RTS, LLC as financial advisor; and GLC Advisors and Co., LLC and GLCA Securities, LLC as investment bankers. Kroll Restructuring Administration is the Debtors' administrative advisor and notice, claims, solicitation and balloting agent. On July 6, 2022, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in these cases. Culhane Meadows, PLLC and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. STRUCTURAL TECHNOLOGY: Gets OK to Hire Guidant Law as Counsel ------------------------------------------------------------- Structural Technology Custom Homes LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Guidant Law, PLC, as its bankruptcy counsel. Guidant Law will render these services: (a) advise the Debtor with respect to all legal matters in connection with the continued operation of its business; (b) reject executory contracts; (c) make new contracts; (d) prepare pleadings and applications; (e) develop the relationship of the status of the Debtor to the claims of creditors; (f) advise the Debtor of its rights, duties and obligations in this Chapter 11 case; (g) take all necessary action incident to the proper preservation and administration of the bankruptcy estate; and (h) advise the Debtor in the formulation and presentation of a plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code. The hourly rates of the firm's counsel and staff are as follows: Gary Michael Smith, Attorney $400 J. Phillip Glassrock, Attorney $430 Sam Saks, Attorney $415 D. Lamar Hawkins, Attorney $475 Scott T. Jensen, Attorney $425 Eric Faas, Associate Attorney $375 JoAnn Falgout, Associate Attorney $350 Senior Paralegal $150 Paralegal $125 Clerk 1 $100 Clerk 2 $90 Clerk 3 $80 D. Lamar Hawkins, Esq., an attorney at Guidant Law, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: D. Lamar Hawkins, Esq. JoAnn Falgout, Esq. Guidant Law PLC 402 E. Southern Ave. Tempe, AZ 85282 Telephone: (602) 888-9229 Facsimile: (480) 725-0087 Email: lamar@guidant.law joann.falgout@guidant.law About Structural Technology Custom Homes Structural Technology is a home repair company serving Mesa, AZ and the surrounding areas. Structural Technology Custom Homes LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00080) on Jan. 6, 2023. The petition was signed by Joseph Rubanow as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. D. Lamar Hawkins, Esq. at GUIDANT LAW, PLC represents the Debtor as counsel. TANDEM REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Tandem Real Estate Holdings LLC 3553 West Chester Pike Newtown Square, PA 19073 Chapter 11 Petition Date: January 19, 2023 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 23-10176 Judge: Hon. Ashely M. Chan Debtor's Counsel: David B. Smith, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road Suite 300 Malvern, PA 19355 Tel: 610-407-7215 Fax: 610-407-7218 Email: dsmith@skhlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ra-Tah Johnson as sole member of manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DRSRMXI/Tandem_Real_Estate_Holdings_LLC__paebke-23-10176__0001.0.pdf?mcid=tGE4TAMA TENTRR INC: Seeks to Hire The Rosner Law Group as Local Counsel --------------------------------------------------------------- Tentrr, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ The Rosner Law Group LLC as its Delaware bankruptcy counsel. The firm will render these services: (a) advise the Debtor regarding local rules, practice and procedures, and on how to accomplish its goals in connection with the prosecution of its Subchapter V case; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare legal papers; (d) assist the Debtor regarding any transaction for the sale, merger, joint venture or strategic investment; (e) assist lead counsel regarding preparing and negotiating the Debtor's Subchapter V plan and all related documents, and pursuing confirmation of such plan; and (f) perform other necessary legal services and provide other necessary legal advice to the Debtor in connection with the Subchapter V case. The firm received a retainer of $12,000 from the Debtor. The hourly rates of the firm's counsel are as follows: Frederick B. Rosner, Esq. $375 Scott J. Leonhardt, Esq. $375 Jason A. Gibson, Esq. $375 Zhao (Ruby) Liu, Esq. $375 In addition, the firm will seek reimbursement for expenses incurred. Jason Gibson, Esq., an attorney at The Rosner Law Group, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason A. Gibson, Esq. The Rosner Law Group, LLC 824 N. Market Street, Suite 810 Wilmington, DE 19801 Telephone: (302) 777-111 Email: gibson@teamrosner.com About Tentrr Inc. Tentrr Inc. -- https://www.tentrr.com/ -- offers places to camp in the U.S. It provides tent camps and fully set up campsites for camping on private land or state parks. Tentrr filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10000) on Jan. 2, 2023. In the petition filed by its chief executive officer, Anand Subramanian, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. David M. Klauder has been appointed as Subchapter V trustee. The Debtor tapped Mayerson and Hartheimer, PLLC as bankruptcy counsel; The Rosner Law Group LLC as local counsel; and Omni Agent Solutions, Inc. as notice, claims, solicitation and administrative agent. TENTRR INC: Taps Mayerson and Hartheimer as Bankruptcy Counsel -------------------------------------------------------------- Tentrr, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Mayerson and Hartheimer, PLLC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor regarding local rules, practice, and procedures, and on how to accomplish its goals in connection with the prosecution of its Subchapter V case; (b) advise the Debtor with respect to its powers and duties in the continued management and the operation of its business; (c) attend meetings and negotiations with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the Subchapter V case; (d) take all necessary action to protect and preserve the Debtor's estate; (e) prepare legal papers; (f) prepare and negotiate on the Debtor's behalf its Chapter 11 plan, disclosure statement (if any), and all related documents, and pursue confirmation of such plan; (g) perform other necessary legal services and provide other necessary legal advice to the Debtor in connection with the Subchapter V case; and (h) appear before the bankruptcy court, any appellate court and at meetings of the U.S. Trustee. The firm received a retainer of $97,575 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Partners $650 Other Attorneys $300 - $450 Paralegals $150 In addition, the firm will seek reimbursement for expenses incurred. David Hartheimer, Esq., an attorney at Mayerson and Hartheimer, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David H. Hartheimer, Esq. Mayerson and Hartheimer, PLLC 845 3rd Ave., 11th Floor New York, NY 10022 Telephone: (646) 778-4382 Facsimile: (501) 423-8672 Email: David@mhlaw-ny.com About Tentrr Inc. Tentrr Inc. -- https://www.tentrr.com/ -- offers places to camp in the U.S. It provides tent camps and fully set up campsites for camping on private land or state parks. Tentrr filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10000) on Jan. 2, 2023. In the petition filed by its chief executive officer, Anand Subramanian, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. David M. Klauder has been appointed as Subchapter V trustee. The Debtor tapped Mayerson and Hartheimer, PLLC as bankruptcy counsel; The Rosner Law Group LLC as local counsel; and Omni Agent Solutions, Inc. as notice, claims, solicitation and administrative agent. TENTRR INC: Taps Omni Agent Solutions as Administrative Agent ------------------------------------------------------------- Tentrr, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Omni Agent Solutions, Inc. as administrative agent. The Debtor requires an administrative agent to: (a) assist with the preparation of the Debtor's schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; and (b) provide such other noticing, solicitation, balloting and other administrative services. Omni received a retainer of $5,000 from the Debtor. The hourly rates of the firm's professionals are as follows: Analyst $40 - $65 Consultants $70 - $170 Senior Consultants $175 - $220 Solicitation and Securities Services $225 Technology/Programming $85 - $155 In addition, the firm will seek reimbursement for expenses incurred. Paul Deutch, executive vice president of Omni, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul H. Deutch Omni Agent Solutions, Inc. 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Telephone: (212) 302-3580 Facsimile: (212) 302-3820 Email: paul@omniagnt.com About Tentrr Inc. Tentrr Inc. -- https://www.tentrr.com/ -- offers places to camp in the U.S. It provides tent camps and fully set up campsites for camping on private land or state parks. Tentrr filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10000) on Jan. 2, 2023. In the petition filed by its chief executive officer, Anand Subramanian, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. David M. Klauder has been appointed as Subchapter V trustee. The Debtor tapped Mayerson and Hartheimer, PLLC as bankruptcy counsel; The Rosner Law Group LLC as local counsel; and Omni Agent Solutions, Inc. as notice, claims, solicitation and administrative agent. TRANS-LUX CORP: Gabelli Equity Has 11.9% Stake as of Dec. 31 ------------------------------------------------------------ Gabelli Equity Series Funds, Inc. - The Gabelli Small Cap Growth Fund disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 1,600,000 shares of common stock of Trans-Lux Corporation, representing 11.9 percent of the shares outstanding. The percentage is based on 13,446,276 shares outstanding as reported in the Issuer's most recently filed Form 10-Q for the quarterly period ended Sept. 30, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/99106/000080724923000004/tlx13g_11.htm About Trans-Lux Headquartered in New York, New York, Trans-Lux Corporation -- http://www.trans-lux.com-- designs and manufactures TL Vision digital video displays for the financial, sports and entertainment, gaming, education, government, and commercial markets. With a comprehensive offering of LED Large Screen Systems, LCD Flat Panel Displays, Data Walls and scoreboards (marketed under Fair-Play by Trans-Lux), Trans-Lux delivers comprehensive video display solutions for any size venue's indoor and outdoor display needs. Trans-Lux reported a net loss of $4.97 million for the 12 months ended Dec. 31, 2021, compared to a net loss of $4.84 million for the 12 months ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $11.83 million in total assets, $22.36 million in total liabilities, and a total stockholders' deficit of $10.53 million. New Haven, CT-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRANSOCEAN LTD: Unit Launches Private Offering of $1.175BB Notes ---------------------------------------------------------------- Transocean Ltd. announced that Transocean Inc., its wholly-owned subsidiary, has commenced an offering of U.S. $1.175 billion aggregate principal amount of senior secured notes due 2030 to eligible purchasers pursuant to Rule 144A/Regulation S. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Transocean Ltd. In addition, the Notes will be guaranteed on a senior secured basis by certain of Transocean Inc.'s subsidiaries that guarantee the existing (i) 7.75% Senior Secured Notes due 2024 issued by Transocean Phoenix 2 Limited, (ii) 5.875% Senior Secured Notes due 2024 issued by Transocean Guardian Limited, (iii) 6.25% Senior Secured Notes due 2024 issued by Transocean Proteus Limited and (iv) 6.125% Senior Secured Notes due 2025 issued by Transocean Pontus Limited, in each case, up to a secured guarantee cap equal to the principal amount of such notes being refinanced (together with any applicable premium, fees and expenses). Accordingly, Transocean Inc.'s subsidiaries that guarantee the Thalassa Notes, the Guardian Notes, the Proteus Notes and the Pontus Notes, will be subject to a Secured Limited Guarantee Cap on the Notes equal to $247 million, $320 million, $256 million and $352 million, respectively. The Notes will also be secured by a lien on Deepwater Thalassa, Deepwater Proteus, Transocean Enabler, Transocean Encourage and Deepwater Pontus and certain other assets related to the Collateral Rigs, up to the applicable Secured Limited Guarantee Cap. On Jan. 17, 2023, each of the issuers of the Existing Secured Notes exercised its right to optionally redeem all of its applicable series of the Existing Secured Notes at the applicable redemption price for such series, which redemptions are conditioned upon and subject to the consummation of the offering. The redemptions are currently expected to be consummated on Feb. 16, 2023, assuming the satisfaction by such date of the conditions thereto. The timing of pricing and terms of the Notes are subject to market conditions and other factors. All of the net proceeds from the offering will be used to fund the redemption of all of the outstanding Existing Secured Notes, subject to the satisfaction of the conditions precedent thereto. Transocean Inc. will transfer a portion of the net proceeds from the offering, together with cash on hand to the extent required to complete such redemptions, to each applicable subsidiary issuer of the respective series of Existing Secured Notes, and each such issuer will apply such proceeds to consummate such redemption, subject to the satisfaction of the conditions precedent thereto. The Notes and the guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act and no application has or will be made to admit the securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean reported a net loss of $591 million for the year ended Dec. 31, 2021, a net loss of $568 million for the year ended Dec. 31, 2020, and a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $20.62 billion in total assets, $1.50 billion in total current liabilities, $7.88 billion in total long-term liabilities, and $11.23 billion in total equity. * * * As reported by the TCR on Oct. 18, 2022, S&P Global Ratings raised the issuer credit rating on Switzerland-domiciled offshore drilling contractor Transocean Ltd. to 'CCC' from 'SD'. The upgrade reflects Transocean's enhanced liquidity runway. TRAPP TREE: Seeks Approval to Hire Barr Law as Bankruptcy Counsel ----------------------------------------------------------------- Trapp Tree Service LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Barr Law LLC as its bankruptcy counsel. The firm will render these services: a) assist and advise Debtor relative to the administration of this proceeding; b) advise Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business and property; c) represent the Debtor before the Bankruptcy Court and advise the Debtor on pending litigation, hearings, motions, and decisions of the Bankruptcy Court; d) review and advise the Debtor regarding applications, orders, and motions filed with the Bankruptcy Court by third parties in this proceeding; e) attend meetings conducted pursuant to section 341(a) of the Bankruptcy Code and represent Debtor at all examinations; f) communicate with creditors and other parties in interest; g) assist the Debtor in preparing all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; h) confer with other professionals retained by Debtor and other parties in interest; i) negotiate and prepare Debtor's chapter 11 plan, related disclosure statement, and all related agreements and documents and take any necessary actions on Debtor's behalf to obtain confirmation of the plan; and j) perform all other necessary legal services and provide all other necessary legal advice to Debtor in connection with this chapter 11 case. The firm will be paid at these hourly rates: Attorneys $200 to $ 250 Paralegals $20 to $40 Barr Law LLC is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, as disclosed in the court filings. The firm can be reached through: William J. Barr, Esq. Barr Law LLC 108 North Academy Street Kingstree, SC 29556 Phone: 843-355-5444 Email: barrlaw@ftc-i.net About Trapp Tree Service Trapp Tree Service LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 22-03307) in Dec. 2, 2022, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. William Joseph Barr, Esq. at the Barr Law LLC represents the Debtor as counsel. TROIKA MEDIA: Blue Torch Extends Limited Waiver Until Jan. 31 ------------------------------------------------------------- Troika Media Group, Inc. and Blue Torch Finance LLC, on Jan. 13, 2023, entered into a further limited waiver of certain events of default under the Financing Agreement dated March 21, 2022, by and among the Company, the lenders from time to time party thereto, and Blue Torch as collateral agent and administrative agent for the Lenders. The Limited Waiver will expire on Jan. 31, 2023, if not terminated earlier by Blue Torch. The Limited Waiver concerns events of default that relate to the Company's failure to satisfy certain financial and non-financial covenants under the Financing Agreement. "The Company is currently engaged in good faith negotiations with Blue Torch, as agent for the Lenders, to amend the Financing Agreement and cure the events of default, although we cannot assure you that we will be successful in doing so. If the Company is unsuccessful in renegotiating the Financing Agreement and curing the continuing events of default by the expiration of the Waiver Period, the Company intends to seek further Limited Waivers with Blue Torch, although we cannot assure you that Blue Torch would be willing to grant additional waivers," Troika Media stated in a Form 8-K filed with the Securities and Exchange Commission. About Troika Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com -- is a professional services company that architects and builds enterprise value in consumer facing brands to generate scalable performance driven revenue growth. The Company delivers three solutions pillars that: CREATE brands and experiences and CONNECT consumers through emerging technology products and ecosystems to deliver PERFORMANCE based measurable business outcomes. Troika Media reported a net loss of $38.69 million for the year ended June 30, 2022, a net loss of $16 million for the year ended June 30, 2021, and a net loss of $14.45 million for the year ended June 30, 2020. As of Sept. 30, 2022, the Company had $205.48 million in tot al assets, $192.07 million in total liabilities, and $13.41 million in total stockholders' equity. U.S. RADIOLOGY: S&P Alters Outlook to Stable, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Raleigh, N.C.-based U.S. Radiology Specialists Holdings LLC (USRS) to stable from positive. S&P affirmed the ratings, including 'B-' issue credit rating, and issue-level ratings. S&P said, "The stable outlook reflects our expectation of mid-high-single digit organic revenue growth over next 12 months, with no significant acquisitions. We expect operational performance and cash flow will continue to be burdened in 2023 by macroeconomic pressures including high interest rates, wage inflation and payer mix shift. However, we also believe the company has sufficient liquidity to cover its uses of cash. "The outlook revision reflects our expectation that cash flow will remain suppressed for the next several quarters, stemming from wage inflation and high interest expenses. USRS has been facing operational challenges that are hurting profitability in 2022 from softer volumes, a shift in payer mix more toward Medicare, higher labor costs, and one-time costs. Also, cash flow was burdened in 2022 by high working capital due to the delays in collections and ability to bill new claims to an informational technology (IT) cyber incident in December 2021 as well as higher interest expenses. Although the working capital situation has since improved, and about half of the nonrecurring expenses will disappear, we still expect only modest free cash flow in 2023 due to higher interest rates, wage inflation, and minimal acquisition activity. We expect adjusted leverage will remain in 7.5x-8.0x range. In addition, we believe liquidity will be sufficient to cover the uses and expect minimal outflows related to the cyber incident that occurred in Dec 2021. "Adverse reimbursement changes, combined with ongoing wage inflation may pressure EBITDA margin offset by declining one-time costs. We believe that USRS' revenue will be impacted by reimbursement rate cuts, specifically with return of sequestration, rate cut on Medicare physician fee schedule (MPFS) and PAYGO reduction. We expect the combination of the rate cuts with Medicare revenue exposure at about 23% of revenue offset by commercial rate increases, payer mix shift and higher labor costs will somewhat impact EBITDA. This estimate also includes the company's efforts to mitigate these including revising physicians' compensation as it is tied to company earnings and utilizing technology to centralize their intake process. In addition, we believe small commercial rate increases, new contracts and some volume shift to independent outpatient centers from hospital outpatient centers could drive some organic growth. "Our rating reflects USRS's small scale of operations in a fragmented market and narrow focus on radiology is somewhat offset by decent business diversity and presence in independent outpatient facilities. The rating is constrained by the company's small scale--$760 million revenue (including revenue from South Jersey acquisition) for the trailing 12 months (TTM) ended Sept. 30, 2022--and narrow focus on imaging and radiology services, risk of adverse reimbursement changes, and limited history under current ownership. USRS has a geographical concentration in only four states (Texas, North Carolina, Arizona, and Georgia, which contribute 75% of revenue). The company generates approximately 67% revenue from commercial payers and is largely in-network for 99% of its contracts. Most of its business is in outpatient settings (approximately 80%), which we view favorably as payers are billed globally (bundled professional and technical fee). This helps it negotiate higher rates with payers. The company also benefits from its positing operating both outpatient imaging centers and radiology physician services in an integrated manner in many of its markets, which we view positively compared to other competitors. "The stable outlook reflects our expectation for mid-single-digit organic growth over the next 12 months, supplemented with tuck-in acquisitions. We expect that the company's profitability and ultimately its cash flows will be burdened by increased labor costs and macroeconomic pressures including high interest rates in 2023. "We could lower the ratings if USRS's free cash flow deficit before growth capital expenditures (capex) increases and its liquidity weakens, likely due to continued operational issues driven by further adverse payer mix shift and increases in labor costs, and higher-than-expected increases in interest expense. We could also lower the rating if it pursues a more aggressive debt financed acquisition than we anticipate. "We could raise our rating if the company sustains free operating cash flow (FOCF) to debt at 3% and above in the coming years and adjusted leverage below 7.0x despite reimbursement pressures and merger and acquisition activity." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects generally finite holding periods and a focus on maximizing shareholder returns." US THRILLRIDES: Seeks to Tap Morgan & Morgan as Legal Counsel ------------------------------------------------------------- US Thrillrides, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Morgan & Morgan, P.A. as its additional counsel. The firm will represent the Debtor in the prosecution of claims against Intamin Amusement Rides Int. Corp. Est., International Amusements, Inc., and related entities for recovery of monies lost due to the misappropriation of the concept and lost business opportunity relating to the Emaar Entertainment project in Dubai, UAE. The firm will be compensated as follows: (a) 10 percent of the gross value of any recovery that occurs after the agreement is executed but before a lawsuit or arbitration in this case is filed; (b) 20 percent of the gross value of any recovery that occurs on or after the date a lawsuit or arbitration in this case is filed but prior to the first deposition in this case; (c) 30 percent of the gross value of any recovery that occurs on or after the date of the first deposition in this case but prior to the first day of a trial or arbitration hearing in this case; and (d) 35 percent of the gross value of any recovery that occurs on the date a trial or arbitration hearing in this case begins or any date thereafter. As disclosed in court filings, Morgan & Morgan does not represent interests adverse to the Debtor in the matters upon which the firm is to be employed. The firm can be reached through: Benjamin A. Webster, Esq. Morgan & Morgan, P.A. 20 N. Orange Avenue, 4th Floor Orlando, FL 32801 Phone: (407) 420-6928 Fax: (407) 245-3353 About US Thrillrides US Thrillrides, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04495) on Dec. 21, 2022, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP and Morgan & Morgan, P.A. serve as the Debtor's legal counsels. USA ROOFING: Seeks to Hire Baker & Associates as Legal Counsel -------------------------------------------------------------- USA Roofing Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Baker & Associates as its legal counsel. The firm's services include: a. analyzing the financial situation and rendering advice and assistance to the Debtor; b. advising the Debtor with respect to its duties c. preparing and filing of schedules of assets and liabilities, statements of affairs and legal papers; d. representing the Debtor at the first meeting of creditors and such other services as may be required during the course of its Chapter 11 proceedings; e. representing the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; f. preparing and filing a disclosure statement (if required) and Chapter 11 plan of reorganization; and g. assisting the Debtor in any matters related to its bankruptcy case. The firm received a retainer in the amount of $15,000. Baker & Associates is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Reese W. Baker Baker & Associates 950 Echo Lane, Ste 300 Houston, TX 77024 Phone: (713) 979-2279 Email: courtdocs@bakerassociates.net About USA Roofing Partners USA Roofing Partners, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33691) on Dec. 9, 2022, with up to $500,000 in assets and up to $10 million in liabilities. Kevin Jones, a partner at USA Roofing, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Reese W. Baker, Esq., at Baker & Associates as legal counsel and Calico Bookkeeping & Tax Service as accountant. USA ROOFING: Seeks to Hire Calico Bookkeeping as Accountant ----------------------------------------------------------- USA Roofing Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Calico Bookkeeping & Tax Service as its accountant. The Debtor requires an accountant to provide monthly payroll, accounting and financial services; prepare tax returns; and provide other services necessary to formulate its Chapter 11 plan. The Debtor proposes to pay Mary Callihan, a local tax preparer at Calico, an hourly fee of $50 or up to $500 per month for her services. Calico is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mary Callihan Calico Bookkeeping & Tax Service 23738 Daffodill Lane Porter, TX 77365 Phone: 832-527-2686 About USA Roofing Partners USA Roofing Partners, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33691) on Dec. 9, 2022, with up to $500,000 in assets and up to $10 million in liabilities. Kevin Jones, a partner at USA Roofing, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Reese W. Baker, Esq., at Baker & Associates as legal counsel and Calico Bookkeeping & Tax Service as accountant. VA TECHNOSOLUTIONS: Seeks to Hire Kiem Law as Bankruptcy Counsel ---------------------------------------------------------------- VA Technosolutions and Services, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Tarek Kiem, Esq. and Kiem Law PLLC as its bankruptcy counsel. The firm's services include: a. giving advice to the Debtor with respect to its powers and duties and the continued management of its business operations; b. advising the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. preparing legal documents; d. protecting the interest of the Debtor in all matters pending before the court; and e. representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The hourly rates charged by the firm for its services range from $100 to $250. The firm received a retainer of $16,738 from from the Debtor's managing member and president Victor M. Arias. Tarek Kiem, Esq., a partner at Kiem Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tarek K. Kiem, Esq. Kiem Law PLLC 8461 Lake Worth Road, Suite 114 Lake Worth, FL 33467 Phone: +1 (561) 600-0406 Email: tarek@kiemlaw.com About VA Technosolutions and Services VA Technosolutions and Services is a merchant wholesaler of professional and commercial Equipment and supplies. VA Technosolutions and Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10161) on Jan. 10, 2023. The petition was signed by Victor M. Arias as managing member/president. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Robert A. Mark presides over the case. Tarek K. Kiem, Esq. at KIEM LAW, PLLC represents the Debtor as counsel. VINTAGE FOOD: Unsecureds to Recover 10% via Quarterly Payments -------------------------------------------------------------- Vintage Food Services, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Plan of Reorganization dated January 17, 2023. Vintage is a full-service banquet facility offering three beautiful banquet rooms accommodating groups from 50 to 400. Vintage was organized in March 2007 for the purpose of acquiring an existing banquet hall's operations located in Fraser Michigan. ADJ Properties, LLC ("ADJ") was organized with the intent of purchasing the existing facility's real estate located at 31816 Utica Rd, Fraser Michigan ("31816 Utica Rd"). ALJ Properties, LLC ("ALJ") was organized for the purpose of purchasing the property located at 31490 Utica Rd, Fraser Michigan with the vision of constructing a wedding chapel to compliment the banquet facilities ("31490 Utica Rd"). The COVID-19 pandemic had a devastating impact on Vintage. Governor Whitmer's Executive Orders were particularly strict on bar and banquet operations, as the CDC determined that any establishment that offered indoor dining and bar service presented high risk of spreading COVID-19. The Debtor, ADJ, and ALJ made the prudent business decision to continue operations as debtors in possession and on October 16, 2022, Debtor commenced this voluntary case under Chapter 11, Subchapter V of the Bankruptcy Code. Also on October 16, 2022, ALJ and ADJ commenced separate voluntary Chapter 11 proceedings. This Plan of Reorganization proposes to pay the Debtor's creditors from the revenue generated by the Debtor's continued operations, and the identification and resolution of any Chapter 5 causes of action and ultimate sale of the Debtor's assets and the ADJ and ALJ real estate. The Plan provides for the distribution to creditors of the Debtor's disposable income over a period of 3 years. The Plan provides for full payment of administrative expenses, the secured claims of Huntington Bank, the SBA, and Financial Pacific. The Debtor's unsecured creditors, including the Debtor's trade creditors shall receive a distribution of 10% percent over the term of the Plan. The Debtor's Insiders and equity security holders will receive no recovery under this Plan. Debtor's sole shareholder shall retain his equity interest. Class V shall consist of the allowed General Unsecured Claims of Creditors of the Debtor, other than the claims of the Debtor's insiders, to the extent such exist, including the Debtor's trade creditors. On the Petition Date, Debtor's general unsecured claims totaled approximately $253,541.62. In addition, the Department of Treasury has a Class V unsecured claim for the unsecured penalties associated with the priority sales tax claims. The Debtor shall pay the allowed general unsecured claims a pro rata 10% distribution in 12 equal quarterly distributions beginning on the last business day of the first full calendar quarter after the confirmation date and continuing on the last business day of each consecutive calendar quarter until paid in full. The Class V Creditors shall be impaired. Class VI shall consist of the Debtor's sole shareholder, Anthony Jekielek equity claims. Jekielek shall retain its equity interest in the Debtor post confirmation. The Class VI claims shall be impaired. This Plan shall be funded through the operation of the Debtor's business and the proceeds of the Debtor's post-petition accounts receivable and in the event of the sale of the Debtor's operating assets and the ADJ and ALJ real estate, the proceeds therefrom shall be distributed first to the secured creditors and then to satisfy any remaining payments due to the priority unsecured creditors, and finally to the balance due on the distributions owed to the general unsecured creditors. A full-text copy of the Plan of Reorganization dated January 17, 2023 is available at https://bit.ly/3wkBb7o from PacerMonitor.com at no charge. Attorneys for Debtor: Lynn M. Brimer, Esq. Pamela S. Ritter, Esq. Anthony M. Cimini, Esq. Strobl Sharp, PLLC 300 East Long Lake Road, Suite 200 Bloomfield Hills, MI 48304-2376 Phone: (248) 540-2300 Fax: (248) 205-2786 E-Mail: lbrimer@strobllaw.com pritter@strobllaw.com acimini@strobllaw.com About Vintage Food Services Based in Fraser, Mich., Vintage Food Services, doing business as Vintage House, offers a complete suite of catering services for weddings, showers, corporate events, fundraisers, reunions, funeral luncheons, sports banquets, and bar/bat mitzvahz. Vintage Food Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48073) on Oct. 16, 2022, with between $500,000 and $1 million in assets and between $1 million and $10 million in liabilities. Anthony Jekielek, president of Vintage Food Services, signed the petition. Judge Thomas J. Tucker oversees the case. Lynn M. Brimer, Esq., at Strobl Sharp, PLLC serves as Vintage Food Services' legal counsel. Huntington Bank, secured creditor of Vintage Food Services, is represented by Lisa A. Hall, Esq., at Plunkett Cooney. VITAL PHARMACEUTICALS: Taps Sanchez Fischer as Special Counsel -------------------------------------------------------------- Vital Pharmaceuticals, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the law firm of Sanchez Fischer Levine, LLP as their special counsel. The firm will represent the Debtors in the 2019 litigation captioned Vital Pharmaceuticals, Inc. d/b/a Bang Energy v. Monster Beverage Corporation, et al., and in the 2022 litigation captioned Vital Pharmaceuticals, Inc. d/b/a VPX and as Bang Energy v. Monster Beverage Corporation, Monster Energy Company, and Rodney Cyril Sacks, Case No. 22-cv-61621-RKA. The firm's current hourly rates for attorneys range from $275 to $350 for associates and $395 to $600 for partners. SFL LLP's current hourly rates for paralegals and law school graduates holding juris doctorate degrees is $185, and its current hourly rates for law clerks and legal assistants are $125 and $100, respectively. The firm requested for a retainer in the amount of $25,000. As disclosed in court filings, Sanchez Fischer is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: David M. Levine, Esq. Sanchez Fischer Levine, LLP 1200 Brickell Avenue, Suite 750 Miami, Florida 33131 Phone: (305) 925-9947 Email: dlevine@sfl-law.com About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Huron Consulting Group, Inc. as CTO services provider; and Rothschild & Co US, Inc. as investment banker. Stretto, Inc. is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A. as local counsel; and Lincoln Partners Advisors, LLC as financial advisor. WINC INC: FedEx Steps Down as Committee Member ---------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that FedEx Corporate Services, Inc. resigned from the official committee of unsecured creditors in the Chapter 11 cases of Winc Inc. and its affiliates. The remaining members of the committee are: (1) Frederic Chaudiere Famille Chaudiere (SARL) Attn: Frederic Chaudiere A3G5, Route de Flassan 84570 (France) Mormoiron Phone: +33(0)68153136 Email: frederic@chateaupesquie.com (2) Ranch Canada de los Pinos Attn: Douglas Circle 17772 E. 17th St., Suite 107 Tustin, CA 92780 Phone: 714-630-0299 Fax: 714-630-2399 Email: doug@circlevision.com About Winc Inc. Winc, Inc. develops, produces and sells alcoholic beverages through wholesale and direct to consumer business channels in conjunction with winemakers, vineyards, distillers, and manufacturers, both domestically and internationally. Its products are available at retailers and restaurants throughout the United States. Winc and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Del Lead Case No. 22-11238) on Nov. 30, 2022. In the petition signed by its interim chief executive officer and president, Brian Smith, Winc disclosed up to $50,318,000 in assets and up to $36,751,000 in liabilities. Laurie Selber Silverstein oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as restructuring and bankruptcy counsel; RPA Advisors, LLC as financial advisor; and Canaccord Genuity Group Inc. as investment banker. Epiq Corporate Restructuring, LLC is the Debtors' notice, claims, solicitation and balloting agent, and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of A.M. Saccullo Legal, LLC and ArentFox Schiff, LLP. XTRA INC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The U.S. Trustee for Region 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of XTRA Incorporated. About XTRA Inc. Xtra Inc leases freight trailers on a short-term basis. The company offers its services throughout North America with offices in the United States. XTRA Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 22-20195) on Dec 19, 202, with $1 million to $10 million in both assets and liabilities. Nathan Phillips, owner, signed the petition. Judge B. Mckay Mignault oversees the case. The Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell & Riffee. YUNHONG CTI: Expects to Receive Notice of Compliance From Nasdaq ---------------------------------------------------------------- Yunhong CTI Ltd. disclosed in a Form 8-K filed with the Securities and Exchange Commission the closing bid price of the Company's common stock was $1.00 or higher for each consecutive trading session through the close of trading on Jan. 17, 2023, and the Company accordingly expects to receive notice of compliance from the The Nasdaq Capital Market Panel. The Company nonetheless intends to continue to work to help ensure continued compliance with the Minimum Bid Price Rule and all other applicable Nasdaq listing standards. As previously reported, on May 26, 2022, Yunhong CTI received a written deficiency notice from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the Company's common stock had failed to maintain a minimum closing bid price of $1.00 over the prior 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until Nov. 22, 2022, to regain compliance with the Minimum Bid Price Rule. Since that date, the Company actively monitored the closing bid price of its common stock and evaluated available options to regain compliance with the Minimum Bid Price Rule. On Nov. 23, 2022, the Company received a staff determination letter from Nasdaq stating that the Company had not regained compliance with the Minimum Bid Price Rule by the Compliance Date, and that, because the Company does not comply with the $5,000,000 stockholders equity initial listing requirement for The Nasdaq Capital Market, it was not eligible for a second 180 day compliance period. The Noncompliance Notice also stated that, unless the Company requests a timely appeal of this determination, the Company's securities would be scheduled for delisting and would be suspended at the opening of business on Dec. 2, 2022. The Company filed an appeal of Nasdaq's determination with the Nasdaq Hearings Panel, and explored alternatives for regaining compliance with the Minimum Bid Price Rule, including without limitation considering a reverse stock split with respect to the Company's common stock. On Jan. 5, 2023, the Company participated in a hearing with the Nasdaq Hearings Panel, at which it requested that the Company be granted additional time to regain compliance with the Minimum Bid Price Rule, citing, among other factors, the Company's recently improved stock price and willingness to implement measures to regain compliance. On Jan. 12, 2023, the Nasdaq Hearings Panel issued its decision in a letter stating, among other things, that if the closing bid price of the Company's common stock was $1.00 or higher for each consecutive trading session until the close of trading on Jan. 17, 2023, the Panel would find the Company in compliance with the Minimum Bid Price Rule. About Yunhong CTI Lake Barrington, Illinois-based Yunhong CTI Ltd. -- www.ctiindustries.com -- develops, produces, distributes and sells a number of consumer products throughout the United States and in over 30 other countries, and it produces film products for commercial and industrial uses in the United States. Many of the Company's products utilize flexible films and, for a number of years, it has been a leading developer of innovative products which employ flexible films including novelty balloons, pouches and films for commercial packaging applications. Yunhong CTI reported a net loss of $7.55 million for the 12 months ended Dec. 31, 2021, a net loss of $4.29 million for the 12 months ended Dec. 31, 2020, and a net loss of $8.07 million for the 12 months ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $16.31 million in total assets, $13.50 million in total liabilities, and $2.81 million in total stockholders' equity. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. [^] BOND PRICING: For the Week from Jan. 16 to 20, 2023 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AMC Entertainment Holdings Inc AMC 10.000 46.909 6/15/2026 AMC Entertainment Holdings Inc AMC 5.750 49.722 6/15/2025 AMC Entertainment Holdings Inc AMC 5.875 36.417 11/15/2026 AMC Entertainment Holdings Inc AMC 6.125 33.214 5/15/2027 AMC Entertainment Holdings Inc AMC 10.000 47.440 6/15/2026 AMC Entertainment Holdings Inc AMC 10.000 47.656 6/15/2026 Accelerate Diagnostics AXDX 2.500 91.593 3/15/2023 Air Methods Corp AIRM 8.000 4.850 5/15/2025 Air Methods Corp AIRM 8.000 4.162 5/15/2025 Audacy Capital Corp CBSR 6.500 18.690 05/01/2027 Audacy Capital Corp CBSR 6.750 18.437 3/31/2029 Audacy Capital Corp CBSR 6.750 18.274 3/31/2029 Avaya Inc AVYA 8.000 35.500 12/15/2027 BPZ Resources Inc BPZR 6.500 3.017 03/01/2049 Bed Bath & Beyond Inc BBBY 3.749 6.372 08/01/2024 Bed Bath & Beyond Inc BBBY 5.165 5.017 08/01/2044 Bed Bath & Beyond Inc BBBY 4.915 5.047 08/01/2034 Buckeye Partners LP BPL 6.375 85.012 1/22/2078 Carvana Co CVNA 5.625 45.045 10/01/2025 Carvana Co CVNA 5.625 45.454 10/01/2025 Charles Schwab Corp/The SCHW 2.650 99.994 1/25/2023 Clovis Oncology Inc CLVS 1.250 18.000 05/01/2025 Clovis Oncology Inc CLVS 4.500 19.875 08/01/2024 Clovis Oncology Inc CLVS 4.500 17.375 08/01/2024 Conagra Brands Inc CAG 3.200 99.987 1/25/2023 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 6.851 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 6.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.359 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.249 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.261 8/15/2026 Diebold Nixdorf Inc DBD 8.500 66.253 4/15/2024 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.250 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.097 1/15/2023 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Transfer LP ET 6.250 89.000 N/A Envision Healthcare EVHC 8.750 27.036 10/15/2026 Envision Healthcare EVHC 8.750 27.179 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 16.647 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 64.912 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 16.869 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 64.912 7/15/2023 Federal Home Loan Banks FHLB 0.500 99.781 1/24/2023 GNC Holdings Inc GNC 1.500 0.819 8/15/2020 General Electric Co GE 4.200 85.499 N/A Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Gossamer Bio Inc GOSS 5.000 31.769 06/01/2027 Lannett Co Inc LCI 7.750 26.958 4/15/2026 Lannett Co Inc LCI 4.500 14.330 10/01/2026 Lannett Co Inc LCI 7.750 25.347 4/15/2026 Lightning eMotors Inc ZEV 7.500 20.250 5/15/2024 MAI Holdings Inc MAIHLD 9.500 35.348 06/01/2023 MAI Holdings Inc MAIHLD 9.500 35.348 06/01/2023 MAI Holdings Inc MAIHLD 9.500 35.348 06/01/2023 MBIA Insurance Corp MBI 16.052 7.672 1/15/2033 MBIA Insurance Corp MBI 16.076 7.049 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 95.000 10/01/2023 Mashantucket Western Pequot Tribe MASHTU 7.350 42.000 07/01/2026 Morgan Stanley MS 0.529 99.920 1/25/2024 Morgan Stanley MS 3.444 98.835 1/28/2023 Morgan Stanley MS 1.800 75.136 8/27/2036 Morgan Stanley Finance MS 12.100 37.750 11/24/2023 National CineMedia LLC NATCIN 5.875 23.109 4/15/2028 National CineMedia LLC NATCIN 5.750 2.273 8/15/2026 National CineMedia LLC NATCIN 5.875 23.083 4/15/2028 Navient Corp NAVI 5.500 99.863 1/25/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings Inc PRTY 8.750 19.474 2/15/2026 Party City Holdings Inc PRTY 10.130 19.250 7/15/2025 Party City Holdings Inc PRTY 8.750 19.259 2/15/2026 Party City Holdings Inc PRTY 10.130 21.016 7/15/2025 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 40.979 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 41.002 5/15/2026 Renco Metals Inc RENCO 11.500 24.875 07/01/2003 RumbleON Inc RMBL 6.750 34.737 01/01/2025 Sears Holdings Corp SHLD 8.000 5.500 12/15/2019 Sears Holdings Corp SHLD 6.625 6.150 10/15/2018 Shift Technologies Inc SFT 4.750 11.000 5/15/2026 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 92.250 04/01/2023 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 93.000 04/01/2023 TMX Finance LLC / TitleMax Finance Corp TMXFIN 11.125 93.619 04/01/2023 Talen Energy Supply LLC TLN 6.500 44.250 06/01/2025 Talen Energy Supply LLC TLN 10.500 42.500 1/15/2026 Talen Energy Supply LLC TLN 10.500 43.747 1/15/2026 Talen Energy Supply LLC TLN 6.500 40.471 9/15/2024 Talen Energy Supply LLC TLN 6.500 40.471 9/15/2024 Talen Energy Supply LLC TLN 10.500 43.747 1/15/2026 TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019 Tricida Inc TCDA 3.500 11.250 5/15/2027 US Renal Care Inc USRENA 10.625 31.699 7/15/2027 US Renal Care Inc USRENA 10.625 30.114 7/15/2027 United Community Banks Inc/GA UCBI 4.500 97.125 1/30/2028 UpHealth Inc UPH 6.250 31.652 6/15/2026 WeWork Cos Inc WEWORK 7.875 47.862 05/01/2025 WeWork Cos Inc WEWORK 7.875 45.984 05/01/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 35.490 07/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 35.393 07/10/2025 Wesco Aircraft Holdings WAIR 8.500 48.250 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 25.001 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 49.500 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 25.001 11/15/2027 ********* 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. 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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 ***