/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230217.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, February 17, 2023, Vol. 27, No. 47 Headlines 1325 ATLANTIC: Hearing on Exclusivity Extension Set for Feb. 21 99 CENTS: S&P Cuts ICR to 'SD' on Deferral of Preferred Dividends A T MABRY: Unsecured Creditors Will Get 100% of Claims in Plan ADD 2 CART: Unsecureds to Get Share of Income for 3 Years AEMETIS INC: Grantham Mayo Has 5.83% Stake as of Dec. 31 AEMETIS INC: Inks 2nd Waiver, Amendment to Protair-X Deal AGILE THERAPEUTICS: Lind Global Has 9.9% Stake as of Dec. 31 APOLLO ENDOSURGERY: Citigroup Entities Report 6% Equity Stake ARCHDIOCESE OF NEW ORLEANS: Sean Oliver Out as Committee Member ARMATA PHARMACEUTICALS: Registers 21.3M Shares for Possible Resale ARSENAL INTERMEDIATE: Seeks to Hire Wyse as Restructuring Advisor ARSENAL INTERMEDIATE: Seeks to Tap Kroll as Administrative Advisor ARSENAL INTERMEDIATE: Seeks to Tap Polsinelli as Special Counsel ASPIRA WOMEN'S: Signs $12.5 Million Sales Agreement With Cantor ATG LABORATORIES: U.S. Trustee Unable to Appoint Committee AUSPICIOUS INC: U.S. Trustee Unable to Appoint Committee AUTO MONEY NORTH: Hires L.W. Cooper Jr. as Special Counsel AUTUMN CAB: Taps Law Offices of Alla Kachan as Bankruptcy Counsel AUTUMN CAB: Taps Wisdom Professional Services as Accountant AVAYA HOLDINGS: S&P Downgrades ICR to 'D' on Bankruptcy Filing AVENTIS SYSTEMS: Seeks to Hire Small Herrin as Bankruptcy Counsel AVENTIV TECHNOLOGIES: Taps FTI's Axton as New Interim CFO BALTIMORE HOTEL: S&P Affirms 'CCC+' Sr. Debt Rating, Outlook Pos. BANTEC INC: Delays Filing of Quarterly Report on Form 10-Q BAUSCH HEALTH: GoldenTree Asset Has 5.4% Stake as of Nov. 3 BED BATH: Places Canada Business in Court-Supervised Protection BELLRING BRANDS: S&P Upgrades ICR to 'B+', Outlook Stable BEN-BELLA TRANS: Taps Law Offices of Alla Kachan as Counsel BEN-BELLA TRANS: Taps Wisdom Professional Services as Accountant BOY SCOUTS: Chapter 11 Releases Are Not Justified, Say Claimants CAMBER ENERGY: Renaissance Tech Has 1.12% Stake as of Dec. 30 CANOO INC: Vanguard Group Has 6.66% Stake as of Dec. 30 CARPENTER TECHNOLOGY: S&P Lowers ICR to 'BB' on Delayed Recovery CHASE CUSTOM: Case Summary & 20 Largest Unsecured Creditors CITIUS PHARMACEUTICALS: Posts $3.6 Million Net Loss in 1st Quarter COMEDYMX LLC: Available Cash & Continued Operations to Fund Plan COMMUNITY HEALTH: Eversept Partners, 2 Others Report 6.7% Stake COMMUNITY HEALTH: Launches Investigation over Security Breach CORE SCIENTIFIC: Ends Restructuring Support Deal with Bondholders CORTAVO INC: Seeks to Hire Small Herrin as Bankruptcy Counsel CROWN SUBSEA: S&P Raises ICR to 'B+' on Sustainably Lower Leverage DARALI INC: Seeks to Hire Patino King as Bankruptcy Counsel DAWN ACQUISITIONS: S&P Lowers Secured Debt Rating to 'CCC' DELPHI BEHAVIORAL: Gets OK to Tap Epiq as Claims and Noticing Agent DELPHI BEHAVIORAL: Seeks to Hire Berger Singerman as Counsel DENTAL EXPRESSION: U.S. Trustee Unable to Appoint Committee DIAMOND SPORTS: S&P Lowers ICR to 'D' on Missed Interest Payments ENDO INTERNATIONAL: Hearing on Exclusivity Bid Set for March 2 ENTSORGA WEST VIRGINIA: Files for Chapter 11 to Sell Waste Facility ENTSORGA WEST: Seeks to Hire Johns & Associates as Counsel FAITH BRIDGE: Seeks to Hire Kasen & Kasen as Bankruptcy Counsel FENIX GROUP: Seeks to Hire Peli Tax Services as Bookkeeper FORMA BRANDS: Ariana Grande OK'd to Buy Beauty Line Out of Ch. 11 FTX GROUP: House Republicans, DOJ Probe Arrest of SBF FTX GROUP: Wants PACs and Politicians to Return Donations GA REAL ESTATE: Gets OK to Hire Shaddai Investments as Broker GALLERIA WEST: U.S. Trustee Unable to Appoint Committee GATOR HOLDCO: S&P Rates $50MM Incremental 1st-Lien Term Loan 'B-' GIRARDI & KEESE: Tom's Son-in-Law Pleads Not Guilty of Theft Case HERMANOS GONZALES: SARE Files for Chapter 11 Bankruptcy IEH AUTO PARTS: U.S. Trustee Appoints Creditors' Committee INDEPENDENT PET: Proposes Sale to PSP of 20 Store Locations INDEPENDENT PET: U.S. Trustee Appoints Creditors' Committee INDIAN CANYON: Updates EMC's Bi-Weekly Fees; Files Amended Plan INDIE BREWING: Seeks to Hire Marton & Associates as Accountant INFOVINE INC: Unsecureds to Get Share of Income for 60 Months ISTANBUL REGO: Taps Law Offices of Alla Kachan as Counsel JENNY CRAIG: Works With Miller Buckfire as Debt Maturity Nears MARKAM TRANSPORT: Unsecureds to Get Share of Litigation Trust MEDAILLE UNIVERSITY: S&P Lowers 2018 Revenue Bonds Rating to 'BB-' MESA TERRACE: Seeks to Hire Vial Fotheringham as Special Counsel MILLER HOME: Gets OK to Hire Stuart J. Carr as Bankruptcy Counsel MURPHY CREEK: Secured Creditors Oppose Exclusivity Extension NABORS INDUSTRIES: Fitch Gives CCC Rating on Unsec. Notes Due 2029 NATIONAL MENTOR: S&P Affirms 'B-' ICR, Outlook Negative NOVABAY PHARMACEUTICALS: Hudson Bay, Sander Gerber Have 9.9% Stake PARLEE CYCLES: Seeks to Hire Madoff & Khoury as Bankruptcy Counsel PARLEE CYCLES: Starts Subchapter V Bankruptcy Case PARTY CITY: A&G to Auction 12 Leases as Part of Restructuring PCL PROPERTIES: Voluntary Chapter 11 Case Summary PG&E CORP: Class Members Urge Court to Toss 'Backdoor Deal' PURE BIOSCIENCE: All Three Proposals Passed at Annual Meeting REAL TRAVEL: U.S. Trustee Unable to Appoint Committee RED HAT: Seeks to Hire William S. Gannon as Bankruptcy Counsel RESHAPE LIFESCIENCES: Closes Upsized $10.2M Public Offering RISING TIDE: Prospect Capital Marks $23M Loan at 51% Off RIVERBED TECHNOLOGY: Skips Cash Loan Payments Amid Lender Talks RODA LLC: Seeks to Hire Vanden Bos & Chapman as Legal Counsel ROWAN PROPERTIES: S&P Affirms 'B' Rating on 2015A Revenue Bonds SANOTECH 360: Seeks to Hire Forshey & Prostok as Legal Counsel SANOTECH 360: Seeks to Tap SSG Advisors as Investment Banker SAVESOLAR CORPORATION: Taps Whiteford, Taylor & Preston as Counsel STANADYNE LLC: Case Summary & 20 Largest Unsecured Creditors STARNET LLC: SARE Seeks Chapter 11 Bankruptcy STRATEGIC MATERIALS: Prospect Capital Marks $7.3M Loan at 24% Off STRATEGIC MATERIALS: Prospect Capital Marks $7M Loan at 31% Off TAMA DEVELOPMENT: Commences Subchapter V Case TANDEM REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors TMS INTERNATIONAL: S&P Affirms 'B+' ICR, Outlook Stable TROIKA MEDIA: Kevin James VanBeek Reports 12.4% Equity Stake TUESDAY MORNING: Wins Interim Approval of DIP Loans U.S. SILICA: Dimensional Fund Reports 5.2% Stake as of Dec. 30 UGI ENERGY: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable UNITED SPORTING: Prospect Capital Marks $144M Loan at 84% Off US REALM POWDER: Taps James Latimer of Speyside as Consultant VACATION CONSULTING: U.S. Trustee Unable to Appoint Committee VECTOR GROUP: Capital Research Has 5.4% Stake as of Dec. 30 VECTOR GROUP: Renaissance Tech Has 4.45% Stake as of Dec. 30 VERISTAR LLC: Seeks to Hire EmergeLaw PLLC as Bankruptcy Counsel WAKASA LLC: Unsecured Creditors Will Get 100% of Claims in Plan WEBER INC: WSP Investment Holds 41.9% of Class A Shares WESTERN GLOBAL: S&P Cuts ICR to 'CCC' on Tight Liquidity WILLIAM HOLDINGS: Gets OK to Hire Hilco Real Estate as Broker WYNN RESORTS: Capital International Has 5.4% Stake as of Dec. 30 ZEN RESTORATION: Hearing on Exclusivity Extension Set for Feb. 28 [] BOOK REVIEW: Transnational Mergers and Acquisitions ********* 1325 ATLANTIC: Hearing on Exclusivity Extension Set for Feb. 21 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on Feb. 21 to consider the motion filed by 1325 Atlantic Realty, LLC to extend the time it can keep exclusive control of its bankruptcy case. The court earlier issued a bridge order extending the exclusive period to Feb. 21. 1325 Atlantic Realty has sought to extend the exclusive period to file a bankruptcy plan and solicit votes on the plan to June 13 and Aug. 10, respectively. The company will use the extension to resolve two separate lawsuits involving Brooklyn Hospitality Group, LLC and Tristate Fencing Corp. The lawsuits are two of the major causes of 1325 Atlantic Realty's bankruptcy filing and resolution of both is critical to the company's efforts to reorganize, according to its attorney, Tracy Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP. About 1325 Atlantic Realty 1325 Atlantic Realty, LLC, a company in Lakewood, N.J., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40277) on Feb. 16, 2022, with up to $50 million in assets and up to $10 million in liabilities. Esther Green, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. Klestadt Winters Jureller Southard & Stevens, LLP and Levine & Associates, P.C. serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. 99 CENTS: S&P Cuts ICR to 'SD' on Deferral of Preferred Dividends ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on California-based dollar-store chain 99 Cents Only Stores LLC to 'SD' (selective default) from 'CCC+'. S&P's 'B-' issue-level rating on 99 Cents Only Stores' $350 million secured notes is unchanged. S&P said, "We view the temporary deferral of about $5 million cash dividend on the company's preferred stock as a selective default. This dividends deferral was with the consent of preferred stockholders and follows a delay in the company's turnaround initiatives and a persistent free cash flow deficit. In our view, the company has been unable to reap the potential benefits of its deep discount business model during a low economic cycle where other retailers have benefited from consumer trade down. In addition, the company's capital structure requires periodic dividend payments even during periods of liquidity constraint. As a result, we revised our assessment of management and governance to weak from fair. "We expect cash burn to continue over the intermediate term. The company has used asset monetization as a source of liquidity, which we view as not sustainable in the long term. As a result, we revised our liquidity subscore to weak. "Our issue-level rating on the company's debt is unaffected by this temporary deferral. We will likely reassess the issuer credit rating on the company to the 'CCC' category once the current situation is resolved." ESG credit indicators: E2, S2, G5 The company has continued to underperform S&P's expectations with a slower-than-anticipated turnaround. Governance factors are now a very negative consideration in its credit rating analysis because recent performance indicates that management has not been successful in the execution of its strategic initiatives. In addition, the company has a complex capital structure that potentially creates misalignment between shareholders, significantly increasing financial risk. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Governance structure -- Risk management, culture, and oversight A T MABRY: Unsecured Creditors Will Get 100% of Claims in Plan -------------------------------------------------------------- A T Mabry, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Plan of Reorganization for Small Business dated February 13, 2023. The Debtor is a Subchapter S corporation organized in the Commonwealth of Virginia on October 21, 1987. The Debtor hauls municipal refuse using specialized trailers as a subcontractor for businesses that have the primary contracts with said municipalities. Debtor did not have sufficient cash flow to remain current with the short term unsecured debt, and was uncertain how to proceed with surrendering collateral on secured loans. Creditor collection actions beginning in October 2022 resulted in the total disruption of the Debtor's cash flow and halting its operation. This bankruptcy was filed to stay creditor collection actions and to allow the Debtor to resume operations, surrender collateral to secured creditors, and generate funds sufficient to pay allowed unsecured claims a 100% dividend of their claims. Operations resumed in January 2023. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of at least $ 2,000.00 per month in Year 1, $2,500.00 per month in Year 2, and $3,000.00 per month in Years 3, 4, and 5. The final Plan payment is expected to be paid on April 30, 2028. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations and sales proceeds of assets no longer required to operate its business. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Secured Claim #2 of BMO Harris Bank, NA. The Class 1 claim unimpaired. Proof of Claim #2 will be paid by the Debtor resuming regular monthly installments, pursuant to its contract, on the first due date after the effective date of the Plan. Any arrears existing as of the effective date will be paid pro-rata after administrative claims have been paid in full. Class 2 consists of the Secured claims of BMO Harris Bank, NA (Claim #1), Hanmi Bank and Stearns Bank. Class 2 claims are unimpaired as the claimants will be paid in full from the surrender and sale of the collateral. These claims are over secured. Class 3 consists of the UCC-1 Secured claims of Fundamental Capital, LLC and Dedicated Financial GBC. Class 3 claims will be paid 100% of their allowed claims (without interest) in pro-rata installments after administrative and Class 1 and 2 claims are paid. Class 4 consists of Unsecured Non-Priority Claims. Class 4 claims will be paid 100% of their allowed claims (without interest) in pro-rata installments over the remaining Plan term all other classes of claims have been paid. This Class is impaired. This Plan will be funded from monthly disposable income of the Debtor and the sales proceeds of 3 tractor / trucks owned by a third part. A full-text copy of the Plan of Reorganization dated February 13, 2023 is available at https://bit.ly/3lH4Jdz from PacerMonitor.com at no charge. Debtor's Counsel: Brett Alexander Zwerdling, Esq. Zwerdling, Oppleman, Adams & Gayle 5020 Monument Avenue Richmond, VA 23230 Phone: (804) 355-5719 Fax (804) 355-1597 Email: bzwerdling@zandolaw.com About A T Mabry Inc. A T Mabry, Inc., hauls municipal refuse using specialized trailers as a subcontractor for businesses that have the primary contracts with municipalities. A T Mabry, Inc., sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 22-33248) on Nov. 14, 2022, with $100,001 to $500,000 in both assets and liabilities. Brett Alexander Zwerdling, Esq., at Zwerdling, Oppleman & Adams, is the Debtor's counsel. ADD 2 CART: Unsecureds to Get Share of Income for 3 Years --------------------------------------------------------- Add 2 Cart, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Final Plan of Reorganization dated February 13, 2023. Add 2 Cart started business as a drop shipping company, which process involved listing items for sale on Amazon for its clientele (who are suppliers and retailers), and then accepting orders and shipping the products directly to the end purchaser. Due to recent changes in Amazon's governing drop shipping policy, Add 2 Cart was forced to revamp its business model, moving to a fulfillment by Amazon or FBA model. Under this revamped business model, Add 2 Cart bought products from wholesalers and retailers, stored the products in the Debtor's warehouse where items were repackaged and labeled, and then shipped purchased products to Amazon who then ships directly to the end user. Unfortunately, the Debtor's revamped business model following Amazon's policy change resulting in increased overhead which Debtor could not sustain. The Debtor filed the instant case to preserve the value of its business operations, reject burdensome contracts which are no longer profitable, and restructure its debt obligations and business structure. Class 1 consists of the Allowed Secured Claim of Bank United N.A. Bank United's Class 1 Claim is secured by a lien on substantially all the assets of Add 2 Cart, LLC (the "Add 2 Cart Collateral"). In full satisfaction of its Class 1 Allowed Claim, Bank United shall retain its lien on the Add 2 Cart Collateral, and shall receive payment of its Allowed Class 1 Claim, minus any payments received after the Petition Date (if any), in equal monthly payments based on a amortization schedule of 60 months at 7.50% interest. Upon receipt of payment of its Allowed Class 1 Claim in full, Bank United shall file, or cause the filing of, a release or termination of any lien or UCC filing pertaining to the Add 2 Cart Collateral. Class 1 is Impaired. Class 2 consists of all Allowed General Unsecured Claims against the Debtor. In full satisfaction of their Allowed Class 2 General Unsecured Claims, Holders of Class 2 Claims shall receive annual pro rata distributions of the Debtor's actual Disposable Income over a term of 3 years from the Effective Date after Administrative Claims, Priority Claims are satisfied in full. In addition to the receipt of Debtor's actual Disposable Income, Class 2 Claimholders shall receive a pro rata share of the net proceeds recovered from all Causes of Action after payment of professional fees and costs associated with such collection efforts, and after Administrative Claims, Priority Claims are paid in full. The maximum Distribution to Class 2 Claimholders shall be equal to the total amount of all Allowed Class 2 General Unsecured Claims. Class 2 is Impaired. Class 3 consists of all equity interests in Add 2 Cart, LLC. Class 3 Interest Holders shall retain their respective Interests in Add 2 Cart, LLC in the same proportions such Interest were held as of the Petition Date (i.e., 100% Interest to Matthew M. Roberts). Class 3 is Unimpaired. The Plan contemplates the Debtor will continue to manage and operate its business in the ordinary course, but with restructured debt obligations and reduced operating expenses. It is anticipated that the revenue from ordinary course business and collection of outstanding accounts receivable will be sufficient to make the Plan Payments and satisfy all Allowed Claims in full. A full-text copy of the Plan of Reorganization dated February 13, 2023 is available at https://bit.ly/3lxtVD6 from PacerMonitor.com at no charge. Attorneys for the Debtor: Daniel A. Velasquez, Esq. Latham Luna Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com About Add 2 Cart, LLC Add 2 Cart, LLC, started business as a drop shipping company. Add 2 Cart filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-03790) on Oct. 21, 2022, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LATHAM LUNA EDEN & BEAUDINE LLP. AEMETIS INC: Grantham Mayo Has 5.83% Stake as of Dec. 31 -------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Grantham, Mayo, Van Otterloo & Co. LLC disclosed that as of Dec. 31, 2022, it beneficially owns 2,043,443 shares of common stock of Aemetis Inc., representing 5.83% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/5n87afhx About Aemetis Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." As of September 30, 2022, the Company had $198.8 million in total assets, $183.1 million in total current liabilities, $200.6 million in total long-term liabilities, and total stockholders' deficit of $184.9 million. The Company noted in its quarterly report for the period ended September 30, 2022, that as a result of negative capital and negative operating results, and collateralization of substantially all of the company assets, it has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. In order to meet its obligations during the next 12 months, the company said it will need to either refinance the company's debt or receive the continued cooperation of its senior lender. This dependence on the senior lender raises substantial doubt about the company's ability to continue as a going concern. AEMETIS INC: Inks 2nd Waiver, Amendment to Protair-X Deal --------------------------------------------------------- Aemetis Biogas LLC, and Protair-X Americas, as purchaser, have entered into a Second Waiver and Amendment to Series A Preferred Unit Purchase Agreement with Third Eye Capital Corporation, an Ontario corporation, as agent for the purchaser, amending that certain Series A Preferred Unit Purchase Agreement, dated Dec. 20, 2018, by and among the parties. Pursuant to the Amendment, the Agent and Purchaser agreed to waive Aemetis' non-compliance with the requirement that all outstanding Series A Preferred Units of Aemetis be redeemed by Dec. 31, 2022, for $116.0 million. Additionally, the Amendment amended the Full Redemption Provision such that Aemetis shall redeem all outstanding Series A Preferred Units of Aemetis by paying to the purchaser, in immediately available funds, an aggregate amount equal to $125.0 million, on or before 2:00 p.m. EST on May 31, 2023. Should the Final Redemption Price not be paid by the Final Redemption Date, Aemetis agrees to execute and be bound by a credit agreement in the form attached to the Amendment with the Agent and Purchaser, effective June 1, 2023. About Aemetis Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $47.15 million for the year ended Dec. 31, 2021, compared to a net loss of $36.66 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $178.45 million in total assets, $60.36 million in total current liabilities, $240.80 million in total long-term liabilities, and a total stockholders' deficit of $122.71 million. AGILE THERAPEUTICS: Lind Global Has 9.9% Stake as of Dec. 31 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Lind Global Fund II LP disclosed that as of Dec. 31, 2022, it beneficially owns 4,459,759 shares of common stock of Agile Therapeutics, Inc., representing 9.9% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/tshyyjxy About Agile Therapeutics Inc. Agile Therapeutics, Inc. is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. As of September 30, 2022, the Company had $18.4 million in total assets, $12.2 million in total liabilities, and $6.3 million in total stockholders' equity. In its quarterly report for the period ended September 30, 2022, the Company indicated that management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern through the 12 months following the date on which this Quarterly Report on Form 10-Q is filed. The Company noted it has generated losses since inception, used substantial cash in operations, and anticipates it will continue to incur net losses for the foreseeable future. The Company's future success depends on its ability to obtain additional capital or implement various strategic alternatives, and there can be no assurance that any financing can be realized by the Company, or if realized, what the terms of any such financing may be, or that any amount that the Company is able to raise will be adequate. If the Company is unable to obtain funds when needed or on acceptable terms, the Company then will be unable to continue the commercialization of Twirla, and be required to cut operating costs, and forego future development and other opportunities. APOLLO ENDOSURGERY: Citigroup Entities Report 6% Equity Stake ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities reported beneficial ownership of 2,485,457 shares of common stock of Apollo Endosurgery, Inc., as of Dec. 31, 2022, representing 6 percent of the shares outstanding: * Citigroup Global Markets Inc. * Citigroup Financial Products Inc. * Citigroup Global Markets Holdings Inc. * Citigroup Inc. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1251769/000114036123005820/brhc10046826_sc13g.htm About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $24.68 million for the year ended Dec. 31, 2021, a net loss of $22.61 million for the year ended Dec. 31, 2020, and a net loss of $27.43 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $116.03 million in total assets, $73.72 million in total liabilities, and $42.31 million in total stockholders' equity. ARCHDIOCESE OF NEW ORLEANS: Sean Oliver Out as Committee Member --------------------------------------------------------------- David Asbach, Acting U.S. Trustee for Region 5, disclosed in a court filing that these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 case of The Roman Catholic Church of the Archdiocese of New Orleans: 1. Patricia Moody c/o Brittany R. Wolf-Freedman Gainsburgh, Benjamin, David, Meunier & Warshauer, LLC Energy Centre 1100 Poydras Street, Suite 2800 New Orleans, LA 70163 Phone: 504-522-2304 Fax: 504-528-9973 Email: bwolf@gainsben.com 2. George Coulon c/o Damon J. Baldone, Esq. Damon J. Baldone & Associates 162 New Orleans Blvd. Houma, LA 70364 Phone: 985-868-3427 Fax: 985-872-2319 Email: dbaldone@hotmail.com 3. Michael Robinson c/o Frank E. Lamothe, III Lamothe Law Firm 400 Poydras Street, Suite 1760 New Orleans, LA 70130 Phone: 504-704-1414 Fax: 504-262-0945 Email: felamothe@lamothefirm.com kschubert@lamothefirm.com 4. John Aleman c/o Andrew Van Arsdale AVA Law Group, Inc. 2718 Montana Avenue, Suite 222 Billings, MT 59101 Phone: 800-777-4141 Fax: 619-374-2705 Email: andrew@avalaw.com Sean Oliver, who is represented by the Law Offices of Frank D'Amico, Jr., was previously identified as member of the creditors committee. His name no longer appears in the new notice. About The Roman Catholic Church of the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans -- https://www.nolacatholic.org/ -- is a non-profit religious corporation incorporated under the laws of the State of Louisiana. Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano & Company, Inc., is the claims agent. The U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on May 20, 2020. The committee is represented by the law firms of Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. ARMATA PHARMACEUTICALS: Registers 21.3M Shares for Possible Resale ------------------------------------------------------------------ Armata Pharmaceuticals, Inc. has filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer and resale, from time to time, by certain selling stockholders of up to 21,315,790 shares of the Company's Common Stock, par value $0.01 per share issuable upon conversion of a portion or all of the outstanding principal amount of, and any accrued and unpaid interest on, a loan made to the Company pursuant to the secured convertible credit and security agreement, dated January 10, 2023, with the selling shareholder, as lender. Up to 57,460,496 shares of Common Stock, assuming conversion of a portion or all of the principal amount of, and any accrued and unpaid interest on, the Loan at the Optional Conversion Price, the closing price of the Company's common stock on January 9, 2023, which is $1.52. The selling shareholder is Innoviva Strategic Opportunities LLC. The Company is registering the offer and sale of the Common Stock held by the Selling Stockholders to satisfy the registration rights they were granted pursuant to a registration rights agreement entered into on Feb. 9, 2023 in connection with the securities purchase agreement. While the Company will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders, it will receive proceeds from the exercise of any Warrants for cash. The registration of shares of Common Stock covered by this prospectus does not mean that the Selling Stockholders will offer or sell any such shares. The Selling Stockholders may sell shares of Common Stock covered by this prospectus in a number of different ways and at varying prices. A full-text copy of the prospectus is available for free at https://tinyurl.com/yckp3wc5 About Armata Pharmaceuticals Marina del Rey, CA-based Armata is a clinical-stage biotechnology company focused on the development of pathogen-specific bacteriophage therapeutics for the treatment of antibiotic-resistant and difficult-to-treat bacterial infections using its proprietary bacteriophage-based technology. Armata is developing and advancing a broad pipeline of natural and synthetic phage candidates, including clinical candidates for Pseudomonas aeruginosa, Staphylococcus aureus, and other pathogens. In addition, in collaboration with Merck, known as MSD outside of the United States and Canada, Armata is developing proprietary synthetic phage candidates to target an undisclosed infectious disease agent. Armata is committed to advancing phage with drug development expertise that spans bench to clinic including in-house phage specific GMP manufacturing. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 17, 2022, citing that the Company has suffered recurring losses and negative cash flows from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of Sept. 30, 2022, the Company had unrestricted cash and cash equivalents of $25.4 million. Considering its current cash resources, management believes the Company's existing resources will be sufficient to fund its planned operations into the first quarter of 2023. For the foreseeable future, the Company's ability to continue its operations is dependent upon its ability to obtain additional capital. As of Sept. 30, 2022, the Company had $92.88 million in total assets, $47.30 million in total liabilities, and $45.58 million in total stockholders' equity. ARSENAL INTERMEDIATE: Seeks to Hire Wyse as Restructuring Advisor ----------------------------------------------------------------- Arsenal Intermediate Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Wyse Advisors LLC to provide interim management services and designate Michael Wyse as their chief restructuring officer (CRO). Wyse Advisors will render these services: (a) direct the day-to-day management of the Debtors' restructuring sale, liquidation, or wind-down related efforts; (b) manage cash forecasting and liquidity management procedures in connection with the restructuring; (c) market the Debtors' assets; (d) perform such other services as may be reasonably requested or directed by the manager from time to time; and (e) take any and all actions necessary to fulfill its responsibilities. Prior to the petition date, Wyse Advisors received total payments of $43,780.97 from the Debtors. Wyse Advisors will receive a monthly fee of $40,000 for its services. In addition, the firm will seek reimbursement for expenses incurred. Michael Wyse, a managing member at Wyse Advisors, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Wyse Wyse Advisors LLC 51 JFK Parkway Short Hills, NJ 07078 About Arsenal Intermediate Holdings Arsenal Intermediate Holdings, LLC was founded in 2006 as an independent captive management and alternative-risk manager. It provides broad customer solutions in risk management for captive insurance companies and various other insurance entities through its office location in Alabama. Arsenal Intermediate Holdings and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10097) on Jan. 26, 2023, listing up to $500,000 in assets and up to $10 million in liabilities. Michael Wyse, chief restructuring officer, signed the petition. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Polsinelli PC as special regulatory counsel; and Wyse Advisors LLC to provide chief restructuring officer and additional personnel. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent and administrative advisor. ARSENAL INTERMEDIATE: Seeks to Tap Kroll as Administrative Advisor ------------------------------------------------------------------ Arsenal Intermediate Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kroll Restructuring Administration LLC as administrative advisor. The Debtors require an administrative advisor to: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and other administrative services. Prior to the petition date, Kroll received $20,000 from the Debtors for actual and/or estimated prepetition fees and expenses. The hourly rates of Polsinelli's counsel and staff are as follows: Analyst $30 - $60 Technology Consultant $35 - $110 Consultant/Senior Consultant $65 - $195 Director $175 - $245 Solicitation Consultant $220 Director of Solicitation $245 In addition, the firm will seek reimbursement for expenses incurred. Benjamin Steele, a managing director at Kroll Restructuring Administration, disclosed in a court filing that the firm is a "disinterested person" as defined in 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 About Arsenal Intermediate Holdings Arsenal Intermediate Holdings, LLC was founded in 2006 as an independent captive management and alternative-risk manager. It provides broad customer solutions in risk management for captive insurance companies and various other insurance entities through its office location in Alabama. Arsenal Intermediate Holdings and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10097) on Jan. 26, 2023, listing up to $500,000 in assets and up to $10 million in liabilities. Michael Wyse, chief restructuring officer, signed the petition. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Polsinelli PC as special regulatory counsel; and Wyse Advisors LLC to provide chief restructuring officer and additional personnel. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent and administrative advisor. ARSENAL INTERMEDIATE: Seeks to Tap Polsinelli as Special Counsel ---------------------------------------------------------------- Arsenal Intermediate Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Polsinelli PC as special regulatory counsel. The Debtors require a special counsel to assist with matters that may arise during the course of the Chapter 11 cases including providing advice and reviewing documentation in connection with requests from the Department of Labor, along with any related investigations or proceedings with respect to any and all benefit programs for which the Debtors may have any responsibility, liability, or obligation. Prior to the petition date, the Debtors paid Polsinelli a total retainer of $425,000. The hourly rates of Polsinelli's counsel and staff are as follows: Attorneys $500 - $950 Paralegals and Analysts $250 - $600 In addition, the firm will seek reimbursement for expenses incurred. Adrienne Frazior, Esq., a shareholder at Polsinelli, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adrienne Frazior, Esq. Polsinelli PC 2950 N. Harwood, Suite 2100 Dallas, TX 75201 Telephone: (214) 397-0030 Facsimile: (214) 397-0033 Email: afrazior@polsinelli.com About Arsenal Intermediate Holdings Arsenal Intermediate Holdings, LLC was founded in 2006 as an independent captive management and alternative-risk manager. It provides broad customer solutions in risk management for captive insurance companies and various other insurance entities through its office location in Alabama. Arsenal Intermediate Holdings and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10097) on Jan. 26, 2023, listing up to $500,000 in assets and up to $10 million in liabilities. Michael Wyse, chief restructuring officer, signed the petition. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Polsinelli PC as special regulatory counsel; and Wyse Advisors LLC to provide chief restructuring officer and additional personnel. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent and administrative advisor. ASPIRA WOMEN'S: Signs $12.5 Million Sales Agreement With Cantor --------------------------------------------------------------- Aspira Women's Health, Inc. entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., as agent, pursuant to which the Company may offer and sell, from time to time, through Cantor, shares of the Company's common stock, par value $0.001 per share, having an aggregate offering price of up to $12.5 million. The Placement Shares will be issued and sold pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333-252267), as previously filed with, and declared effective by, the Securities and Exchange Commission. The Company filed a prospectus supplement, dated Feb. 10, 2023, with the Securities and Exchange Commission in connection with the offer and sale of the Placement Shares. Under the Sales Agreement, Cantor may sell the Placement Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Company's common stock or to or through a market maker or in privately negotiated transactions. From time to time, the Company may instruct Cantor not to sell the Placement Shares if the sales cannot be effected at or above the price designated by the Company. The Company is not obligated to make any sales of the Placement Shares under the Sales Agreement. The offering of the Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Placement Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Cantor or us, as permitted therein. The Sales Agreement contains customary representations, warranties and agreements by the Company, and customary indemnification and contribution rights and obligations of the parties. The Company will pay Cantor a commission rate of 3.0% of the aggregate gross proceeds from each sale of Placement Shares. The Company will also reimburse Cantor for certain specified expenses in connection with entering into the Sales Agreement. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's health with the discovery, development and commercialization of innovative testing options and bio-analytical solutions that help physicians assess risk, optimize patient management and improve gynecologic health outcomes for women. OVA1 plus combines its FDA-cleared products OVA1 and OVERA to detect risk of ovarian malignancy in women with adnexal masses. ASPiRA GenetiXSM testing offers both targeted and comprehensive genetic testing options with a gynecologic focus. With over 10 years of expertise in ovarian cancer risk assessment ASPIRA has expertise in cutting-edge research to inform its next generation of products. Its focus is on delivering products that allow healthcare providers to stratify risk, facilitate early detection and optimize treatment plans. Aspira Women's reported a net loss of $31.66 million for the year ended Dec. 31, 2021, a net loss of $17.91 million for the year ended Dec. 31, 2020, a net loss of $15.24 million for the year ended Dec. 31, 2019, and a net loss of $11.37 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $23.94 million in total assets, $12.76 million in total liabilities, and $11.18 million in total stockholders' equity. ATG LABORATORIES: 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 ATG Laboratories Corp., according to court dockets. About ATG Laboratories Corp. ATG Laboratories Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10244) on Jan. 12, 2023, with as much as $100,000 in both assets and liabilities. Judge Erik P. Kimball oversees the case. The Law Office of Mark S. Roher, P.A. is the Debtor's counsel. AUSPICIOUS INC: 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 Auspicious, Inc., according to court dockets. About Auspicious Inc. Auspicious Inc. is located in 700 Beville Road Daytona Beach, Fla. Auspicious previously sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-05968) on Sept. 7, 2016. Upon the motion of the Debtor, the case was dismissed on Feb. 13, 2017. On Jan. 17, 2023, Auspicious again filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00164). In the petition filed by Auspicious President Michael Lawler, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Grace E. Robson oversees the case. Ronald Cutler, Esq., at Ronald Cutler, PA in Daytona Beach, Fla., is the Debtor's legal counsel. AUTO MONEY NORTH: Hires L.W. Cooper Jr. as Special Counsel ---------------------------------------------------------- Auto Money North, LLC received approval from the U.S. Bankruptcy Court for the District of South Carolina to employ The Law Office of L.W. Cooper Jr., LLC as special counsel. The Debtor needs the firm's legal assistance in connection with a case against the United States Small Business Administration related to the forgiveness of the Debtor's pre-bankruptcy Paycheck Protection Program loan. The firm will also provide general corporate and tax matters as requested by the Debtor. The firm will be paid at these rates: Lindsey Cooper, Jr., Attorney/Partner $295 per hour Nicholas P. Tierney, Attorney/Partner $295 per hour Linsay Boyce, Associate Attorney $225 per hour Dustin Pitts, Associate Attorney $225 per hour Erica Olivier, Enrolled Agent $225 per hour Katie Grundl, Paralegal $150 per hour Lindsey Cooper Jr., Esq., a partner at The Law Office of L.W. Cooper Jr., 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: Lindsey W. Cooper Jr., Esq. The Law Office of L.W. Cooper Jr. 36 Broad St. Charleston, SC 29401 Tel: (843) 375-6622 Fax: (843) 375-6623 About Auto Money North Auto Money North, LLC is a limited liability company that makes loans secured by motor vehicles, commonly known as "title loans." It is a supervised lender that is overseen by the South Carolina Department of Consumer Finance and South Carolina Board of Financial Institutions, whose lending activities are regulated and audited by South Carolina. It operates 16 stores and has 47 employees as of Dec. 2, 2022. Auto Money North sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-03309) on Dec. 2, 2022, with up to $10 million in assets and up to $1 million in liabilities. Jeremy Blackburn, Auto Money North officer, signed the petition. Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd, P.A. and Markham Law Firm, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. AUTUMN CAB: Taps Law Offices of Alla Kachan as Bankruptcy Counsel ----------------------------------------------------------------- Autumn Cab, Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Alla Kachan, PC. The Debtor requires legal counsel to: (a) assist in administering the Debtor's Chapter 11 case; (b) make such motions or take such actions as may be appropriate or necessary under the Bankruptcy Code; (c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deems appropriate; (d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiate with creditors in formulating a plan of reorganization; (f) draft and implement the Debtor's plan of reorganization; and (g) render such additional services as the Debtor may require in this case. The firm will be paid at these rates: Attorney $475 per hour Clerks and Paraprofessionals $250 per hour In addition, the firm will receive reimbursement for expenses incurred. The Debtor paid the firm an initial retainer of $3,000. Alla Kachan, Esq., a member of the Kachan Law Office, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Autumn Cab Autumn Cab, Corp. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42981) on Nov. 30, 2022, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC as bankruptcy counsel and Wisdom Professional Services, Inc. as accountant. AUTUMN CAB: Taps Wisdom Professional Services as Accountant ----------------------------------------------------------- Autumn Cab, Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Wisdom Professional Services, Inc. as its accountant. The Debtor requires an accountant to gather and verify information necessary to compile and prepare its monthly operating reports. The firm will be paid at the rate of $125 per report. Michael Shtarkman, a certified public accountant at Wisdom Professional Services, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Shtarkman, CPA Wisdom Professional Services, Inc. 626 Sheepshead Bay Road, Suite 640 Brooklyn, NY 11224 Telephone: (718) 554-6672 Facsimile: (718) 954-8994 Email: michael@shtarkmancpa.com About Autumn Cab Autumn Cab, Corp. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42981) on Nov. 30, 2022, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC as bankruptcy counsel and Wisdom Professional Services, Inc. as accountant. AVAYA HOLDINGS: S&P Downgrades ICR to 'D' on Bankruptcy Filing -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Avaya Holdings Corp. to 'D' from 'CC', its issue-level rating on its senior secured debt to 'D' from 'CC', and its issue-level rating on its senior unsecured notes to 'D' from 'C'. S&P's '3' recovery rating on the secured notes and '6' recovery rating on the unsecured notes are unchanged. The downgrade follows Avaya's Chapter 11 bankruptcy filing. The company filed a voluntary petition for a Chapter 11 reorganization in the U.S. Bankruptcy Court for the District of Texas on Feb. 14, 2023. The filing is part of Avaya's plan to implement an RSA that it expects will reduce its total debt. S&P also understands the company has received debtor-in-possession financing commitments that will allow it to continue operating while under bankruptcy protection. Assuming all goes as planned, Avaya expects to complete the proceedings in 60-90 days. Avaya is a provider of unified communications (UC) and call center (CC) solutions and related services to global enterprises. Its portfolio includes software, hardware, professional and support services, and cloud services. Its UC solutions (majority of revenue) help companies increase employee productivity, improve customer service, and reduce costs by integrating multiple forms of communications, including telephony, email, instant messaging, and video. Its key products include an internet protocol (IP) telephony management platform, user-interface software applications, and endpoints (e.g., phones and conferencing equipment). Its competitors in the UC market include larger companies (e.g., Cisco and Microsoft), primarily at the enterprise level, and pure-play vendors (e.g., Five9, 8X8, NICE, Twilio, RingCentral) in the small- and mid-size business segment. ESG credit indicators: E-2, S-2, G-4 AVENTIS SYSTEMS: Seeks to Hire Small Herrin as Bankruptcy Counsel ----------------------------------------------------------------- Aventis Systems, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Small Herrin, LLP as its counsel. The firm will render these services: (a) prepare schedules, statement of financial affairs, pleadings and applications in this case; (b) conduct examinations incidental to administration of this case; (c) develop the relationship of the Debtor to the claims of creditors; (d) advise the Debtor of its rights, duties, and obligations; (e) consult with the Debtor and represent it with respect to a Chapter 11 plan; (f) represent the Debtor in litigation that is currently pending or that may be brought at a later date; and (g) take any and all other necessary action incident to the proper preservation and administration of the Debtor's bankruptcy estate. Small Herrin received a retainer of $28,738 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Gus H. Small $550 Anna M. Humnicky $400 Brent W. Herrin $400 Benjamin S. Klehr $375 Paralegals & Law Clerk $100 - $200 Anna Humnicky, Esq., a partner at Small Herrin, 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: Anna Humnicky, Esq. Small Herrin LLP 100 Galleria Parkway, Suite 350 Atlanta, GA 30339 Telephone: (770) 783-1800 Email: ahumnicky@smallherrin.com About Aventis Systems Aventis Systems, Inc. offers custom IT solutions to build and operate complete physical and virtual infrastructures. The comprehensive solutions include refurbished and new hardware, system and application software, and an array of in-depth managed services including infrastructure consultation, cloud hosting and migration, virtualization deployment, data and disaster recovery, security consultation, hardware relocation, and equipment buyback. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-51162) on February 6, 2023. In the petition signed by Hessam Lamei, CEO, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Anna Humnicky, Esq., at Small Herrin, LLP, represents the Debtor as legal counsel. AVENTIV TECHNOLOGIES: Taps FTI's Axton as New Interim CFO --------------------------------------------------------- Reshmi Basu of Bloomberg News reports that Aventiv Technologies LLC, a prison phone operator backed by Tom Gores's Platinum Equity, has named a new interim chief financial officer, according to people with knowledge of the matter. Tensie Axton takes over as Aventiv's interim CFO effective immediately, said the people, who asked not to be identified because the matter is private. She replaces Geoff Boyd, who is retiring, according to the people. Axton is a senior managing director at FTI Consulting. She most recently served as CFO of Neighbors Health, where she helped restructure the company and sell its assets through bankruptcy, according to FTI. About Aventiv Technologies Carrollton, Texas-based Aventiv Technologies LLC is a diversified technology company that provides innovative solutions to customers in the corrections and government services sectors. Aventiv is the parent company to Securus Technologies and AllPaid, leading providers of innovative products and services. On the Web: http://www.aventiv.com/ BALTIMORE HOTEL: S&P Affirms 'CCC+' Sr. Debt Rating, Outlook Pos. ----------------------------------------------------------------- S&P Global Ratings completed its review of the issue-level rating on Baltimore Hotel Corp.'s (BHC) senior debt and affirmed its 'CCC+' rating under the revised criteria. The outlook remains positive. On Dec. 14, 2022, S&P Global Ratings published its revised criteria for rating project finance transactions, "General Project Finance Rating Methodology" and "Sector-Specific Project Finance Rating Methodology". BHC owns Hilton Baltimore, which is close to the Baltimore Convention Center (BCC) and has been operated by Hilton Worldwide since August 2008. It is a 757-room convention center hotel in downtown Baltimore's Inner Harbor area, overlooking the Camden Yards baseball park and connected to BCC by a pedestrian bridge. The hotel has meeting rooms, a 37,000-sqare-foot ballroom, and a 567-space, four-story parking garage with two subterranean levels. The hotel's net revenues and pledged city tax revenues secure the bonds. City revenues include a $7 million annual guarantee funded through a second lien on the citywide hotel occupancy tax revenue; a pledge of site-specific hotel occupancy tax revenue, which will vary based on the project's occupancy; and the tax increment payment, which is equal to the hotel's property tax payment. S&P said, "The affirmation follows the completion of our review of the issue-level rating on BHC's senior debt under our revised project finance rating methodology. The hotel reported revenue per available room (RevPAR) of $100, recovering 84% from pre-COVID-19 pandemic level. The project drew $3.7 million from its debt service reserve to pay its debt service in March 2022. Its September debt service was made in full from operating cash flow. We expect that the project's reserves (about $17.8 million including debt service and furniture, fixtures and equipment reserves) is sufficient to cover another 12 months of debt service ($16.8 million). As such, our 'CCC+' rating on BHC's senior debt reflects our view that the project's liquidity risk is mitigated in the near term, but concern is not lifted regarding long-term recovery. "The positive outlook reflects our view that if the hotel's RevPAR and operating margin continue to improve in the first quarter of 2023 as it did during 2022, generating positive cash flow sufficient to cover operating expense and debt service without the use of reserves and additional city contribution for first quarter of 2023, we may upgrade the senior secured bond. "We could raise the rating if the hotel's RevPAR and operating margin continue to recover, leading to strong positive net cash flow to cover March debt service without additional funding from the City of Baltimore and the need to use reserve accounts. "We could lower the rating at least one notch if the hotel incurs monthly cash deficits and its operating and/or administrative expenses become unpaid again, causing a covenant breach and potential event of default within the next 12 months." BANTEC INC: Delays Filing of Quarterly Report on Form 10-Q ---------------------------------------------------------- Bantec Inc. has informed the Securities and Exchange Commission that it is unable to timely file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the quarterly period ended Dec. 31, 2022. The Company said it was unable to compile the necessary financial Information required to prepare a complete filing. Thus, the Company would be unable to file the quarterly report in a timely manner without unreasonable effort or expense. The Company expects to file within the extension period. About Bantec Inc. Bantec, Inc., a product and service company, through its subsidiaries and divisions, sells drones and related products manufactured by third parties to various parties, including facility managers, engineers, maintenance managers, purchasing managers and contract officers who work for hospitals, universities, manufacturers, commercial businesses, local and state governments and the US Government. The Company also offers technical services related to drone utilization. As of Sept. 30, 2022, the Company had $738,946 in total assets, $16.63 million in total liabilities, $685,440 in temporary equity, and a total stockholders' deficit of $16.58 million. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 12, 2023, citing that the Company has a net loss and cash used in operations of $2,673,346 and $1,644,132 respectively, in fiscal 2022, and has a working capital deficit, stockholders' deficit and accumulated deficit of $15,800,583, $16,578,533 and $35,630,186, respectively at Sept. 30, 2022. These matters raise substantial doubt about the Company's ability to continue as a going concern. BAUSCH HEALTH: GoldenTree Asset Has 5.4% Stake as of Nov. 3 ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, GoldenTree Asset Management LP disclosed that as of Nov. 31, 2022, it beneficially owns 19,421,054 shares of common stock of Bausch Health Companies Inc., representing 5.4% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/43z27tye About Bausch Health Companies Inc. Bausch Health Companies Inc develops drugs for unmet medical needs in central nervous system disorders, eye health and gastrointestinal diseases, as well as contact lenses, intra ocular lenses, ophthalmic surgical Bausch equipment, and aesthetic devices. In October 2022, the Company completed a debt exchange that resulted in a reduction in unsecured debt of approximately $5.4 billion, with first-lien secured debt of Bausch Health rising by $1.8 billion and new second lien debt of Bausch Health of $352 million. Fitch Ratings downgraded Bausch Health Companies' and Bausch Health America's issuer default ratings to 'RD' from 'C' and upgraded the IDRs to 'CCC' following completion of the distressed exchange. Bausch Health's 'CCC' IDRs reflect Fitch's view that there is substantial credit risk and default is a real possibility despite the debt reduction achieved in the exchange and the lack of debt maturities until late 2025. A material portion of cash flows derived from XIFAXAN are at-risk and default and refinancing risk would increase further should Bausch Health advance its separation of Bausch + Lomb (BLCO) and/or before a favorable resolution of XIFAXAN, according to Fitch. Moody's Investors Service also downgraded certain ratings of Bausch Health, including the senior secured first lien rating to Caa1 from B3 and the senior unsecured rating to Ca from Caa3. At the same time, Moody's affirmed Bausch Health's Caa2 Corporate Family Rating, Caa3 senior secured second lien rating, and Caa3-PD Probability of Default Rating. Moody's views the debt exchange transaction as a distressed exchange, which is an event of default under Moody's definition. Moody's said the downgrades of Bausch Health's senior secured first lien rating to Caa1 from B3 and senior unsecured rating to Ca from Caa3 reflect the capital structure shift following the debt exchange, which weakens coverage for both secured and unsecured lenders. Meanwhile, S&P Global Ratings raised its issuer credit rating on Bausch Health to 'CCC+' from 'SD'. The outlook is stable. S&P said, "We assigned our 'B-' issue-level rating to the new first-lien notes and 'CCC' issue-level rating to the new second-lien notes. The recovery ratings are '2' (70% to 90%; rounded estimate: 80%) and '5' (10% to 30%; rounded estimate: 10%), respectively. "We lowered our issue-level ratings on BHC's existing secured debt to 'B-' from 'B' to reflect the increased proportion of secured debt in the capital structure. We raised our issue-level ratings on the existing unsecured debt to 'CCC' from 'D'. "The stable outlook reflects our expectation for mid-single-digit percentage revenue growth and stable EBITDA margins over the next 12 months, supporting FOCF of over $1 billion. It also reflects our expectation for sufficient liquidity to cover all fixed costs for at least the next several years, despite our view that the capital structure may be unsustainable over the longer term." As of September 30, 2022, the Company had $26.3 billion in total assets and $25.9 billion in total liabilities. BED BATH: Places Canada Business in Court-Supervised Protection --------------------------------------------------------------- Eliza Ronalds-Hannon of Bloomberg News reports that Bed Bath & Beyond Inc. placed its Canadian operations into court-supervised creditor protection Friday, February 10, 2023, with plans to wind down its business in the country, according to court filings. The move to file under Canada's Companies' Creditors Arrangement Act comes days after the Union, New Jersey-based retailer's US operations narrowly avoided bankruptcy with a surprise last-minute fundraising effort. The agreement struck with lenders as part of the February 7, 2023 operations, which include 65 stores and 1,425 full- and part-time employees, according to the filing. 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 12 months. BELLRING BRANDS: S&P Upgrades ICR to 'B+', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based BellRing Brands Inc. to 'B+' from 'B'. S&P said, "Concurrently, we raised our issue-level ratings on BellRing's senior secured credit facilities to 'B+' from 'B'. The recovery rating remains '3', reflecting our estimate of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. "The stable outlook on BellRing reflects our expectation that it will continue its rapid growth trajectory, improve cash flow, and maintain its financial policies and leverage." The upgrade reflects BellRing's strong operating performance and lower leverage. During the first fiscal quarter (ended Dec. 31, 2022), BellRing's revenues increased 18.3%, driven by 15.4% price mix improvements, and volume increased 2.9%, demonstrating resilient demand despite extraordinary price increases. S&P Global Ratings-adjusted EBITDA rose 16.7% during the last 12 months ended Dec. 31 compared with the same prior-year period. This resulted in net leverage of 3.6x, an improvement from 4.1x for the 12 months ended March 31, 2022, after its spin-off from Post Holdings. Volumes at Premier Protein, which makes up about 81% of the company's fiscal 2022 sales, increased 4.9% in the first fiscal quarter driven by higher ready-to-drink shake production, after four quarters of declines. Retail consumption for the category remained strong with Premier Protein's shake consumption up 15% during the quarter. While Premier Protein's household penetration remained below 2021 levels due to a smaller product assortment, higher prices, and reduced promotions, the brand continues to lead the category's household penetration and buy rates. Volumes for Dymatize, which constituted about 15% of fiscal 2022 sales, declined 19% while consumption increased 30% during the quarter. S&P believes the decline was driven by lower volumes from discontinued products and deloading from specialty and international channel retailers, which we do not expect to continue. BellRing expanded EBITDA margins by 350 basis points to 23.4% during the first fiscal quarter due to higher pricing and lapping high costs associated with supply chain disruptions in fiscal 2022. S&P said, "We expect demand for the company's shakes and powders to remain robust in fiscal 2023, with continued high consumption rates and increased capacity, resulting in greater than 15% revenue growth for the company in fiscal 2023. We believe profitability will benefit from higher pricing and the lapping of separation costs incurred in fiscal 2022, partially offset by higher protein costs, packaging costs, and increased marketing expenses. We forecast S&P Global Ratings-adjusted debt to EBITDA will be about 3.1x for the fiscal year ending Sept. 30, 2023. BellRing could employ a more acquisitive growth strategy, with temporary increases in leverage for debt-funded acquisitions. However, we expect the company will maintain leverage within or below its publicly stated target range of 3x-4x. We expect BellRing to continue to reinvest into the business to expand distribution and market share, while making opportunistic share repurchases." Capacity expansion and lower ingredient costs should support strong volume and profitability growth in fiscal 2024. S&P said, "We expect low-double-digit percentage increase in production volumes in fiscal 2023 over fiscal 2022. We also expect incremental new capacity additions of about 20% to come online at the end of fiscal 2023, which should benefit volumes in fiscal 2024. We forecast that higher supply will reignite demand for Premier Protein ready-to-drink shakes, further boosted by the company's efforts to ramp up marketing and increase stock-keeping units and total distribution points. We expect high-single-digit percentage revenue growth in 2024. Prices for BellRing's two key ingredient inputs, milk and whey protein, have declined significantly from their peak in 2022. There is a six- to nine-month lag from when commodity costs are reflected in the company's cost of goods sold. We expect gross margins in fiscal 2024 to increase toward the company's long-term goal of 32%-34% from 31% in fiscal 2021 and 2022. This should provide incremental flexibility to increase marketing spending as it eliminates production constraints, supporting long-term profitability." The company's strong brands in expanding categories and asset-light model supports strong cash flow generation and downside protection. BellRing holds a strong market position in the convenient nutrition category with Premier Protein holding about 8.4% dollar market share, according to IRI. S&P said, "We expect the category to expand at an 8% annualized rate over the next five years. It has benefited from American consumers prioritizing healthy food, including higher-protein products, and increased snacking and on-the-go meals. BellRing's sales are concentrated with the Premier Protein and Dymatize brand names, which leaves it vulnerable to reputational damage or changing consumer tastes and preferences. We believe events such as the loss of its major customer or a product recall in the Premier Protein ready-to-drink portfolio could be highly detrimental. Its top two customers, Costco and Walmart (which includes Sam's Club), accounted for more than 60% of sales in fiscal 2022. BellRing is diversifying its channel mix with further expansion into food, drug, and mass (27% of fiscal 2022 revenues) and e-commerce (11%). We expect high growth from both segments over the next 12-24 months. We believe favorable trends in the convenient nutrition category will continue as well, however the space is fragmented and highly competitive, which could result in pricing pressure." The asset-light business model, whereby all of its production is outsourced, limits BellRing's fixed overhead expenses and capital expenditure (capex), providing greater flexibility and downside protection if demand is soft. The company's marketing budget is a significant portion of operating expenses, but it has been effective and is necessary to communicating to its consumers and positioning its brands favorably in the category. S&P said, "We expect BellRing to continue to invest heavily in its brands and increase household penetration rates. Working capital use has been higher than normal in fiscal 2022, due to building inventory for its Dymatize powders and raw materials for Premier Protein. We expect more normal working capital in fiscal 2023 as ready-to-drink shake inventory growth is largely offset by reductions in powder and raw material inventories. We forecast BellRing will generate at least $150 million of free operating cash flow (FOCF) over the next 12 months." The stable outlook on BellRing reflects S&P's expectation that it will continue to increase top-line revenue and EBITDA over the next year while maintaining its financial policies and managing current leverage. S&P could lower its rating on BellRing if it believes it will sustain leverage above 4x. This could occur if: -- Demand for Premier Protein shakes wanes because of increased competition from existing or new entrants in its categories; -- Inflationary pressures erode profitability and cash flow; -- The company loses one of its largest customers; or -- It makes large, debt-financed acquisitions or shareholder returns. S&P could raise its rating on BellRing if the company reduces its business concentration by further diversifying away from the club channel or into other products and categories, while managing its high growth and profitability, and maintains leverage below 3x. This could occur if the company: -- Continues to expand distribution and gain market share, and the business shows continued momentum with organic revenue growth in the low-teens percentages and solid profitability and FOCF conversion; and -- Commits to and demonstrates a more conservative financial policy and committed to maintain leverage below 3x even after incorporating potential acquisitions and share repurchases. BEN-BELLA TRANS: Taps Law Offices of Alla Kachan as Counsel ----------------------------------------------------------- Ben-Bella Trans, Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Alla Kachan, PC as its legal counsel. The Debtor requires legal counsel to: (a) assist in administering the Debtor's Chapter 11 case; (b) make such motions or take such actions as may be appropriate or necessary under the Bankruptcy Code; (c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deems appropriate; (d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiate with creditors in formulating a plan of reorganization; (f) draft and implement the Debtor's plan of reorganization; and (g) render such additional services as the Debtor may require in this case. The firm will be paid at these rates: Attorney $475 per hour Clerks and Paraprofessionals $250 per hour In addition, the firm will receive reimbursement for expenses incurred. The Debtor paid the firm an initial retainer of $3,000. Alla Kachan, Esq., a member of the Kachan Law Office, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Ben-Bella Trans Corp. Ben-Bella Trans, Corp. operates in the taxi and limousine service industry. The company is based in Brooklyn, N.Y. Ben-Bella Trans filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-42979) on Nov. 30, 2022, with $660,000 in assets and $1,351,871 in liabilities. Ben-Bella Trans President Benyamin Kinkov signed the petition. Judge Nancy Hershey Lord oversees the case. The Law Offices of Alla Kachan, PC and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. BEN-BELLA TRANS: Taps Wisdom Professional Services as Accountant ---------------------------------------------------------------- Ben-Bella Trans, Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Wisdom Professional Services, Inc. as its accountant. The Debtor requires an accountant to gather and verify information necessary to compile and prepare its monthly operating reports. The firm will be paid at the rate of $125 per report. Michael Shtarkman, a certified public accountant at Wisdom Professional Services, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Shtarkman, CPA Wisdom Professional Services, Inc. 626 Sheepshead Bay Road, Suite 640 Brooklyn, NY 11224 Telephone: (718) 554-6672 Facsimile: (718) 954-8994 Email: michael@shtarkmancpa.com About Ben-Bella Trans Corp. Ben-Bella Trans, Corp. operates in the taxi and limousine service industry. The company is based in Brooklyn, N.Y. Ben-Bella Trans filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-42979) on Nov. 30, 2022, with $660,000 in assets and $1,351,871 in liabilities. Ben-Bella Trans President Benyamin Kinkov signed the petition. Judge Nancy Hershey Lord oversees the case. The Law Offices of Alla Kachan, PC and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. BOY SCOUTS: Chapter 11 Releases Are Not Justified, Say Claimants ---------------------------------------------------------------- Vince Sullivan of Law360 reports that sex abuse claimants appealing the Boy Scouts of America's Chapter 11 plan told a Delaware federal judge Friday, February 10, 2023, that the release of claims against non-debtor third-parties should not have been approved because abuse survivors didn't have their claims paid in full. In September 2022, U.S. Bankruptcy Judge Laurie Selber Silverstein approved the Boy Scouts' Chapter 11 Plan and $2.46 billion sex abuse settlement after winning support from Boy Scouts' largest insurers and 86% of the abuse victims who voted in the youth organization's bankruptcy case. But the Plan has been challenged by appeals from minority factions of insurers and abuse victims. More than a dozen insurers have filed appeals challenging the Boy Scouts of America's sex abuse settlement, arguing that bogus abuse claims helped rig the deal against them. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. CAMBER ENERGY: Renaissance Tech Has 1.12% Stake as of Dec. 30 ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Renaissance Technologies LLC disclosed that as of Dec. 30, 2022, it beneficially owns 198,213 shares of common stock of Camber Energy Inc., representing 1.12% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/5ddvs2h8 About Camber Energy Based in Houston, Texas, Camber Energy, Inc. -- http://www.camber.energy-- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. As of September 30, 2022, the Company had $37.5 million in total assets, $70.6 million in total liabilities, and a total stockholders' deficit of $33.1 million. As of September 30, 2022, the Company has a working capital deficiency of approximately $34.8 million. The largest component of current liabilities creating this working capital deficiency is a derivative liability of $32.7 million. In its quarterly report for the period ended September 30, 2022, the Company said its management believes it will be able to continue to leverage the expertise and relationships of its operational and technical teams to enhance existing assets and identify new development and acquisition opportunities in order to improve the Company's financial position. The Company may have the ability, if it can raise additional capital, to acquire new assets in a separate division from existing subsidiaries. Nonetheless, recent oil and gas price volatility as a result of geopolitical conditions and the global COVID-19 pandemic have already had and may continue to have a negative impact on the Company's financial position and results of operations. Negative impacts could include but are not limited to: The Company's ability to sell our oil and gas production, reduction in the selling price of the Company's oil and gas, failure of a counterparty to make required hedge payments, possible disruption of production as a result of worker illness or mandated production shutdowns, the Company's ability to maintain compliance with loan covenants or refinance existing indebtedness, and access to new capital and financing. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern, Camber Energy said. The Company's ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management believes the Company will be able to continue to develop new opportunities and will be able to obtain additional funds through debt or equity financings to facilitate its development strategy; however, there is no assurance of additional funding being available. CANOO INC: Vanguard Group Has 6.66% Stake as of Dec. 30 ------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 30, 2022, it beneficially owns 22,964,694 shares of common stock of Canoo Inc., representing 6.66 percent of the shares outstanding. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1750153/000110465923015550/tv0504-canooinc.htm About Canoo Torrance, California-based Canoo Inc. -- www.canoo.com -- is a mobility technology company with a mission to bring electric vehicles to everyone and provide connected services that improve the vehicle ownership experience. The Company is developing a technology platform that it believes will enable the Company to rapidly innovate and bring new products, addressing multiple use cases, to market faster than its competition and at lower cost. Canoo reported a net loss and comprehensive loss of $346.77 million in 2021 following a net loss and comprehensive loss of $86.69 million in 2020. For the nine months ended Sept. 30, 2022, the Company reported a net loss and comprehensive loss of $407.46 million. As of Sept. 30, 2022, the Company had $444.78 million in total assets, $216.91 million in total liabilities, and $227.87 million in total stockholders' equity. "We require substantial additional capital to develop our EVs and services and fund our operations for the foreseeable future. We will also require capital to identify and commit resources to investigate new areas of demand. Until we can generate sufficient revenue from vehicle sales, we are financing our operations through access to private and public equity offerings and debt financings. Management believes substantial doubt exists about the Company's ability to continue as a going concern for twelve months from the date of issuance of the financial statements included in this Quarterly Report on Form 10-Q," Canoo stated in its Form 10-Q filed with the Securities and Exchange Commission on Nov. 9, 2022. CARPENTER TECHNOLOGY: S&P Lowers ICR to 'BB' on Delayed Recovery ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Carpenter Technology Corp. to 'BB' from 'BB+'. At the same time, S&P lowered its issue-level rating on the company's unsecured notes to 'BB' from 'BB+'. S&P's '3' recovery rating on the notes remains unchanged. The stable outlook reflects S&P's expectation that Carpenter's aerospace business will continue to recover, supported by its robust backlogs, which will cause its leverage to improve to the 3x-4x range over the next 12 months. The slow pace of the recovery in Carpenter's profit, cash flow, and credit metrics highlights its heavy reliance on the aerospace industry and challenging competitive position as a small player in this market. The company is a small supplier of critical performance aerospace products with stringent quality qualifications to a highly competitive industry with a consolidated end-use customer base. This reduces its pricing power and leads it to maintain margins that are weaker than those of some of its stronger peers. The aerospace industry accounted for over half of Carpenter's revenue in 2019 (prior to the pandemic). Given the effects of the pandemic on the aerospace industry, this exposure led to material disruptions in its operational performance and deteriorating credit metrics over the last two fiscal years (ended June 30). Due to the high fixed-cost nature of the company's operations, the weakness in its volumes has pressured its margins and earnings. In addition, due to its smaller size, Carpenter has faced a challenging road to recovery, including still-elevated leverage metrics. The company experienced a more sustained and steeper decline in its EBITDA in calendar years 2020 and 2021 than most of its peers. Carpenter's EBITDA declined by 90% peak-to-trough during the two years of the pandemic. This compares with EBITDA declines of 40% at Howmet and 40% at ATI, which was supported by the company's divestment of its stainless steel division. Currently, Carpenter's profitability remains well below its 2019 levels, with EBITDA margins of about 10.0% as of the 12 months ended Dec. 31, 2022, which compares with 16.5% for the same period in 2019. Unlike Carpenter, Howmet and ATI have already broadly returned their profitability to pre-pandemic levels or higher over the last 12 months. Over the longer term, S&P believes the effects of the pandemic on the commercial aerospace industry could permanently undermine the competitive positions of smaller players, such as Carpenter, because it will likely take a long time for the capacity shortages prevalent before the pandemic to recur. The company's credit metrics are improving, though it will take some time for it to return its earnings and ratios to pre-pandemic levels despite the broader industry recovery. S&P said, "Carpenter's leverage is still elevated but we expect its debt to EBITDA will trend below 4x over the next couple of quarters. The momentum in the company's earnings recovery is illustrated by its backlog, which has increased by 107% compared with the same period a year ago. As such, we anticipate its volumes will expand incrementally over the next couple of quarters, which will support a return to positive free operating cash flow (FOCF) generation in fiscal year 2024 (ended June 2024) as its working capital requirements ease. We expect Carpenter will generate about $250 million of EBITDA in fiscal year 2023 and positive FOCF of about $50 million-$100 million over the subsequent 12 months. The company generated EBITDA of $206 million for the 12 months ended Dec. 31, 2022, which compares with negative $4 million for the same period a year ago. Carpenter has been successful in pushing though price increases in its transactional sales and has raised prices as its contracts come up for renewal, which leads us to anticipate its margin will modestly increase to 12%-13% over the next 12 months from 7% in fiscal year 2022." The volume of global air travel continues to recover despite the threat of a recession. S&P said, "This reflects the pent-up demand for air travel, which we believe could slow--but not reverse--in the event of a recession. The aerospace original equipment manufacturers (OEMs) are ramping-up their production rates toward pre-pandemic levels, which is supporting the demand for Carpenter's aerospace products. That said, the demand for narrowbody planes, which are used mostly on domestic or intraregional routes, has recovered faster than the demand for widebody planes used mostly on longer international routes. We anticipate Carpenter will benefit as the demand for widebodies gradually recovers because the metal content on these aircraft is higher, which will likely improve its product mix and profitability. However, in our view, the company's recovery faces some risk from operational challenges as it ramps up its production, such as supply chain bottlenecks and labor constraints. Carpenter's other key end markets, such as medical and automotive, continue to perform well. We also anticipate a modest recovery in U.S. auto sales to 14.7 million units in 2023 from 13.7 million in 2022. The demand for titanium products in the medical end markets will likely also continue to improve as the volume of elective medical procedures recovers and its customers increase their inventory levels to meet the demand." The stable outlook reflects S&P's expectation that Carpenter's aerospace business will continue to recover, supported by its robust backlogs, which will cause its leverage to improve below 4x by the end of fiscal year 2023 year (ending June 2023) and remain between 3x and 4x over the subsequent 12 months. S&P could lower its ratings on Carpenter if its leverage remains above 4x. This could occur if: -- The recovery in its revenue and earnings stalls due to more challenging conditions in the aerospace market; and -- The company generates sustained negative FOCF due to higher-than-anticipated working capital investment or weak profitability. S&P could raise its ratings on Carpenter if it sustains leverage of less than 3x. This could occur if: -- It improves its earnings and profitability above pre-pandemic levels for a sustained period; and -- It reduces its absolute debt. ESG credit indicators: E-2, S-2, G-2 ESG factors are an overall neutral consideration in S&P's credit rating analysis of Carpenter. The company is a producer of specialty alloy-based materials and process solutions for critical applications in sectors like the aerospace and defense sector. Carpenter's production process uses a high share of secondary scrap metals and its melting operations include electric arc furnaces, which are less carbon intensive than blast furnace production methods. CHASE CUSTOM: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Chase Custom Homes & Finance, Inc. 290 Bridgton Road Westbrook ME 04092 Business Description: The Debtor is part of the residential building construction industry. Chapter 11 Petition Date: February 15, 2023 Court: United States Bankruptcy Court District of Maine Case No.: 23-20032 Debtor's Counsel: Sam Anderson, Esq. BERNSTEIN SHUR SAWYER & NELSON, P.A. 100 Middle Street P.O. Box 9729 Portland, ME 04101 Tel: 207-774-1200 Email: sanderson@bernsteinshur.com Debtor's Accountant & Financial Advisor: PURDY, POWERS & COMPANY, P.A. Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Terina Chase as authorized party. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZOKW2AY/Chase_Custom_Homes__Finance_Inc__mebke-23-20032__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature Claim Claim Amount ------ ------------ ------------ 1. Androscoggin Savings Bank Money Loaned $5,965,521 Robert Westhoven, Loan Officer 30 Lisbon Street, P.O. Box 1407 Lewiston, ME, 04243 c/o Randy Creswell, Creswell Law Tel: 207-358-1010 Email: rcreswell@creswelllaw.com 2. Machias Savings Bank Money Loaned $2,805,170 P.O. Box 318 Machias, ME, 04654 Jeremy Fischer, Drummond Woodsum Tel: 207-253-0569 Email: jfischer@dwmlaw.com 3. Skowhegan Savings Bank Money Loaned $2,298,713 PO Box 250 Skowhegan, ME, 04976 Steve Thomas, Sr. VP Commercial Loans Tel: 207-474-9511 Email: Sthomas@skowhegansavings.com 4. Bangor Savings Bank Money Loaned $2,012,194 c/o Laura Huddy, Sr. VP P.O. Box 930 Bangor, ME, 04402 Michael Hahn, Esq., Pearce, Down & Burns Tel: 207-541-2785 Email: Michael.Hahn@bangor.com 5. M&T Bank Money Loaned $1,512,981 350 Fore Street Portland, ME, 04101 Aaron Burns, Esq. Tel: 207-822-9900 Email: aburns@pearcedow.com 6. Gorham Savings Bank Money Loaned $1,116,207 Karl Suchecki, - Executive VP 10 Wenworth Drive Gorham, ME, 04038 Andrew Sparks, Esq., Drummond & Drummond Tel: 207-775-7338 Email: asparks@ddlaw.com 7. Norway Savings Bank Money Loaned $129,037 261 Main Street PO Box 347 Norway, ME, 04268 Kelly McDonald, Esq., Murray Plumb & Murray Tel: 207-523-8219 Email: kmcdonald@mpmlaw.com 8. Hancock Lumber Trade Debt $52,728 1267 Poland Spring Road Casco, ME, 04015 Cindy Gaudin Tel: 207-627-2110 9. Libby O'Brien Kingsley & Trade Debt $13,607 Champion, LLC 62 Portland Road Suite 17 Kennebunk, ME, 04043 Tel: 207-985-1815 10. Alside Supply Center Trade Debt $7,395 88 Walch Drive Portland, ME, 04103 Tel: 207-415-2459 11. Terradyn Consultants, LLC Trade Debt $6,396 41 Campus Drive, Suite 101 New Gloucester, ME, 04260 Tel: 207-926-5111 12. Preti, Flaherty, Trade Debt $4,140 Beliveau, Pachios & Haley P.O. BOX 9546 Portland, ME, 04112 Tel: 207-791-3000 13. MCC LLC Trade Debt $4,000 36 Curtis Farm Road Buxton, ME, 04093 Tel: (207) 391-0540 14. Camden National Bank Trade Debt $3,408 2 Elm Street PO Box 310 Camden, ME, 04843 Tel: 207-230-5958 15. Mount Vernon Fire Trade Debt $3,246 Insurance Company 1190 Devon Park Drive P.O. Box 6700 Wayne, PA, 19087 Tel: 888-523-5545 16. Rolling Brook Trade Debt $3,040 Homeowners Association 936 Roosevent Trail Suite 4 Windham, ME, 04062 Dawn D. Dyer, Esq. Tel: 207 893-8100 17. Sebago Signworks Trade Debt $2,136 206 Ossipee Trail Limington, ME, 04049 Tel: 207-793-4440 18. Cunningham Security Systems Trade Debt $1,704 10 Princes Point Road Yarmouth, ME, 04096 Tel: 207-846-3350 19. Central Maine Power Trade Debt $1,631 83 Edison Drive Augusta, ME, 04336 Tel: 800-686-4044 20. Pine Tree Waste Inc. Trade Debt $1,358 PO BOX 1372 Williston, VT, 05495 Tel: 888-485-1469 CITIUS PHARMACEUTICALS: Posts $3.6 Million Net Loss in 1st Quarter ------------------------------------------------------------------ Citius Pharmaceuticals, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.59 million on $0 of revenues for the three months ended Dec. 31, 2022, compared to a net loss of $9.22 million on $0 of revenues for the three months ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $111.70 million in total assets, $10.67 million in total liabilities, and $101.03 million in total equity. As of Dec. 31, 2022, the Company had $36.9 million in cash and cash equivalents. As of Dec. 31, 2022, the Company had 146,211,130 common shares outstanding. The Company estimates that its available cash resources will be sufficient to fund its operations through February 2024. "As we entered 2023, Citius continued to build momentum across the pipeline. Our Mino-Lok Phase 3 trial is actively enrolling patients in the U.S. and India. We believe the recent uptick in recruitment at clinical sites will aid in completing the trial this year. Regarding our I/ONTAK (E7777) BLA, we anticipate the FDA's decision in late July. Accordingly, we remain focused on ensuring that our regulatory, commercial and manufacturing activities are positioned to support a successful launch, if approved. Moreover, our team has worked diligently to align resources to support the Phase 2b Halo-Lido trial as it nears completion," stated Leonard Mazur, Chairman and CEO of Citius. "In addition to the progress we are making on the clinical front, we continue to strengthen our corporate infrastructure. On February 7, 2023, shareholders approved the nomination of Dennis McGrath to our Board of Directors. We are very fortunate to have a seasoned leader of Dennis's caliber join our Board. His deep public company, financial and strategic expertise will help guide our path forward. Dennis assumes the Board position formerly held by Dr. William Kane. Since March 2014, Dr. Kane has shared his expertise and insights as a valued member of our Board. We are grateful for his contributions and support through the years. With multiple value-creating catalysts anticipated this year, I look forward to updating shareholders as we work to achieve these milestones," concluded Mazur. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1506251/000121390023010315/f10q1222_citiuspharma.htm About Citius Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com-- is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting unmet needs with a focus on anti-infectives, cancer care and unique prescription products. Citius Pharmaceuticals reported a net loss of $33.64 million for the year ended Sept. 30, 2022, a net loss of $23.05 million on zero revenue for the year ended Sept. 30, 2021, a net loss of $17.55 million for the year ended Sept. 30, 2020, a net loss of $15.56 million for the year ended Sept. 30, 2019, a net loss of $12.54 million for the year ended Sept. 30, 2018, and a net loss of $10.38 million for the year ended Sept. 30, 2017. As of June 30, 2022, the Company had $120.31 million in total assets, $9.98 million in total liabilities, and $110.33 million in total equity. COMEDYMX LLC: Available Cash & Continued Operations to Fund Plan ---------------------------------------------------------------- ComedyMX, LLC and ComedyMX, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Subchapter V Plan of Reorganization dated February 13, 2023. The Debtors' business primarily consists of making classic television content, including cartoons, available to the public on various streaming platforms, such as YouTube. CMX LLC was and continues to be the operating entity that derives revenue based on viewership of advertisements on the streaming platforms. The precipitating cause of the Debtors' bankruptcy filings relates to longstanding litigation commenced against the Debtors by BBP in 2020 in the California District Court (the "BBP Litigation"). The mounting costs of operating its business while defending the BBP Litigation, negatively impacted the Debtors' cash flow and ability to operate profitably. While its cash position was somewhat ameliorated by the liquidity afforded from the PPP and SBA loans, eventually it became apparent that the Debtors could not keep up with the BBP Litigation and its costs and the Debtors determined in their best business judgment to seek the protections afforded them by the Bankruptcy Code. Under the Plan, the estates of the Debtors will be substantively consolidated. Upon Confirmation, CMX LLC, the operating debtor entity will become the owner of all of the assets of CMX Inc. and CMX LLC and CMX LLC's available cash as of the Effective Date, gross income after the Confirmation Date and Disposable Income for a period of up to five years will be utilized to fund expenditures necessary for the continuation, preservation and/or operation of CMX LLC's business and creditor payments under this Plan. After payment is made in full to Administrative Claims including Professional Fees, CMX LLC's Disposable Income will be devoted to the payment of Allowed Priority Tax and Unsecured Claims of the Debtors' Creditors for a period of up to five years. CMX Inc. will be dissolved and all of its shares canceled as soon as is reasonably practicable after the Confirmation Date. The Plan provides for full payment of Administrative Expenses and Priority Tax Claims and projects payment over the Plan Payout Period to holders of Allowed General Unsecured Claims. Class 2 consists of General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a different treatment, each holder of an Allowed General Unsecured Claim shall receive in full and final satisfaction, settlement, discharge, and release of and in exchange for such Allowed General Unsecured Claim, pro rata distributions made in quarterly installments from CMX LLC's actual Disposable Income for such quarter, commencing after all Administrative Claims and Priority Tax Claims have been paid in full. Such quarterly payments shall continue until the Plan Payout Period has expired. The allowed unsecured claims total $273,253.67 - $3,918,105.67. Class 3 consists of Intercompany Claims. On the Effective Date all Intercompany Claims and other intercompany liabilities, whether arising prior to or after the Petition Date, shall be deemed canceled, extinguished and of no further force and effect. Class 4 consists of Equity Interests in CMX LLC. CMX LLC will continue to be 100% owned by Edward Heldman. In full and final satisfaction, settlement, discharge and release of any and all Claims or Causes of Action against the Debtors or their estates, existing equity holders of CMX LLC shall be entitled to maintain their existing Equity Interests. Class 5 consists of Equity Interests in CMX Inc. On the Effective Date, all Equity Interests in CMX Inc. shall be deemed canceled, extinguished and of no further force or effect, and the Holders of Equity Interests in CMX Inc. shall not be entitled to receive or retain any property or distribution on account of such Equity Interest. The Plan will be funded by the Cash on hand on the Confirmation Date and the proceeds realized from the continued operations of CMX LLC after the Confirmation Date. Upon Confirmation of the Plan, all property of the Debtors, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, and any Causes of Action, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to CMX LLC. A full-text copy of the Subchapter V Plan dated February 13, 2023 is available at https://bit.ly/3YCuRon from PacerMonitor.com at no charge. Debtors' Counsel: Sandford L. Frey, Esq. Leech Tishman Fuscaldo & Lampl 200 S. Los Robles Avenue, Suite 300 Pasadena, CA 91101 Telephone: (626) 796-4000 Facsimile: (626) 795-6321 Email: sfrey@leechtishman.com About ComedyMX ComedyMX, LLC operates the business of making classic cartoons available to the public on various platforms such as YouTube, under the name Cartoon Classics. ComedyMX and its affiliate, ComedyMX Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11181) on Nov. 14, 2022. In the petition signed by Edward Heldman, president and chief executive officer, ComedyMX, LLC disclosed up to $500,000 in assets and up to $1 million in liabilities while ComedyMX Inc. disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Craig T. Goldblatt oversees the cases. Leech Tishman Fuscaldo & Lampl and Fennemore Craig, P.C. serve as the Debtors' bankruptcy counsel and special counsel, respectively. COMMUNITY HEALTH: Eversept Partners, 2 Others Report 6.7% Stake --------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Community Health Systems, Inc. as of Jan. 31, 2023: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Eversept Partners, L.P. 9,015,629 6.7% Eversept GP, LLC 7,146,780 5.3% Eversept Global Healthcare Fund, L.P. 7,146,780 5.3% Eversept 1 LLC 9,015,629 6.7% Kamran Moghtaderi 9,015,629 6.7% As of the close of business on Feb. 2, 2023, Eversept and its controlling persons are the beneficial owners of 6.7% of the outstanding Shares, based on 134,716,179 shares of Common Stock of the Issuer outstanding as of Oct. 20, 2022, as reported in the Issuer's Form 10-Q filed on Oct. 27, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1108109/000101905623000117/community_13ga1.htm About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net-- is a healthcare company whose affiliates provide healthcare services, developing and operating healthcare delivery systems in 47 distinct markets across 16 states. The Company's subsidiaries own or lease 79 affiliated hospitals with approximately 13,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." As of Sept. 30, 2022, the Company had $14.91 billion in total assets, $16.09 billion in total liabilities, $516 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.69 billion. * * * As reported by the TCR on Dec. 29, 2020, S&P Global Ratings raised its issuer credit rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). S&P said, "The stable outlook reflects our view that the company has reduced its debt and improved its operations and cash flow such that its debt is now more manageable; however, we believe risks to the long-term sustainability of the capital structure remain, especially given ongoing uncertainty stemming from the coronavirus pandemic." COMMUNITY HEALTH: Launches Investigation over Security Breach ------------------------------------------------------------- Community Health Systems Inc. disclosed in its Form 8-K Report filed with the Securities and Exchange Commission on February 13, 2023, that the Company experienced security incident resulting to unauthorized data disclosure. Community Health Systems said it was recently notified by Fortra, LLC, a third party vendor, that Fortra had experienced a security incident that resulted in the unauthorized disclosure of Community Health Systems' data. Fortra is a cybersecurity firm that contracts with Company affiliates to provide a secure file transfer software called GoAnywhere. As a result of the security breach experienced by Fortra, Protected Health Information, as defined by the Health Insurance Portability and Accountability Act, and "Personal Information" of certain patients of the Company's affiliates were exposed by Fortra's attacker. Upon receiving notification of the security breach, the Company promptly launched an investigation, including to determine whether any Company information systems were affected, whether there was any impact to ongoing operations, and whether and to what extent PHI or PI had been unlawfully accessed by the attacker. While that investigation is still ongoing, the Company believes that the Fortra breach has not had any impact on any of the Company's information systems and that there has not been any material interruption of the Company's business operations, including the delivery of patient care. With regard to the PHI and PI compromised by the Fortra breach, the Company currently estimates that approximately one million individuals may have been affected by this attack. The Company will ensure that appropriate notification is provided to any individuals affected by this attack, as well as to regulatory agencies as required by federal and state law. The Company will also be offering identity theft protection services to individuals affected by this attack. The Company carries cyber/privacy liability insurance to protect it against certain losses related to matters of this nature. However, the Company may have incurred, and may incur in the future, expenses and losses related to this incident that are not covered by insurance. While the Company is continuing to measure the impact, including certain remediation expenses and other potential liabilities, the Company does not currently believe this incident will have a material adverse effect on its business, operations, or financial results. About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net-- is a healthcare company whose affiliates provide healthcare services, developing and operating healthcare delivery systems in 47 distinct markets across 16 states. The Company's subsidiaries own or lease 79 affiliated hospitals with approximately 13,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." As of Sept. 30, 2022, the Company had $14.91 billion in total assets, $16.09 billion in total liabilities, $516 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.69 billion. * * * In November 2022, Egan-Jones Ratings Company retained its 'CCC+' foreign currency senior unsecured ratings on debt issued by Community Health Systems Inc. EJR also retained its 'B' rating on commercial paper issued by the Company. CORE SCIENTIFIC: Ends Restructuring Support Deal with Bondholders ----------------------------------------------------------------- Core Scientific Inc. ended a Restructuring Support Agreement with creditors effective February 9, 2023, according to a recent Form 8-K Report filed with the Securities and Exchange Commission. On December 22, 2022, Core Scientific Inc. and its debtor-affiliates entered into a Restructuring Support Agreement with the so-called Consenting Creditors (as defined in the RSA), pursuant to which, among other things and subject to certain conditions, the Consenting Creditors agreed to vote in favor of a joint plan of reorganization of the Debtors under the Bankruptcy Code, the key terms of which were set forth in the RSA, and the Debtors agreed to pursue confirmation and consummation of the Plan. On February 9, 2023, the Debtors delivered written notice to the Consenting Creditors notifying the parties that the Debtors exercised their right to terminate the RSA, effective that day. As a result of the delivery of the RSA Termination Notice, the Consenting Creditors are no longer obligated to vote in favor of the Plan and the Debtors are no longer obligated to pursue confirmation and consummation of the Plan. The Debtors entered into the RSA with certain holders of (x) Convertible Notes and/or (y) DIP Commitments or loans under the DIP Facility. The RSA, the accompanying restructuring term sheet, and Plan contemplated, among other things: * At emergence, (i) the refinancing of the DIP Facility with third-party exit financing for an amount not to exceed the sum of (a) 112% of the then-outstanding principal amount of the DIP Facility on the Effective Date, and (b) interest, fees, and other amounts arising thereunder or payable pursuant thereto (and in any event an amount sufficient to repay the DIP Facility in full, in cash) or (ii) the rolling of the DIP Facility into 4-year exit term loan facility on the same terms and the issuance of warrants to the DIP lenders for up to 30% of the New Common Shares, subject to dilution by the Management Incentive Plan and warrants issued to holders of general unsecured claims and existing equityholders. * The equitization of the Convertible Notes in exchange for 97% of the New Common Shares, subject to dilution by the Management Incentive Plan, the warrants issued in connection with the rolling of the DIP Facility and the warrants issued to holders of general unsecured claims and existing equityholders; * The issuance of up to $75 million in New Second Lien Notes to certain holders of Convertible Notes at their option; * The issuance of Miner Equipment Takeback Debt to holders of Miner Equipment Financing Claims (for the secured portion of their claims); * The reinstatement of secured Non-Miner Financing Claims; and * Meaningful recoveries to holders of General Unsecured Claims and existing equity in the form of New Common Shares and warrants exercisable as certain enterprise values are achieved. The RSA Agreement also contemplated these milestones with respect to the chapter 11 cases: * No later than 5 days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; * No later than 35 days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order; * No later than 75 days after the Petition Date, the Company shall have filed with the Bankruptcy Court the Plan and the Disclosure Statement; * No later than 150 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order (subject to extension in accordance with the Restructuring Support Agreement); and * No later than 165 days after the Petition Date (subject to extension in accordance with the Restructuring Support Agreement), the Plan Effective Date shall have occurred. The Consenting Creditors are represented by: Kris Hansen, Esq. Sayan Bhattacharyya, Esq. Paul Hastings LLP 200 Park Avenue New York, NY 10166 E-mail: krishansen@paulhastings.com sayanbhattacharyya@paulhastings.com About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific Inc. and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-90340) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge David R. Jones oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. CORTAVO INC: Seeks to Hire Small Herrin as Bankruptcy Counsel ------------------------------------------------------------- Cortavo, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Small Herrin, LLP as its counsel. The firm will render these services: (a) prepare schedules, statement of financial affairs, pleadings and applications in this case; (b) conduct examinations incidental to administration of this case; (c) develop the relationship of the Debtor to the claims of creditors; (d) advise the Debtor of its rights, duties, and obligations; (e) consult with the Debtor and represent it with respect to a Chapter 11 plan; (f) represent the Debtor in litigation that is currently pending or that may be brought at a later date; and (g) take any and all other necessary action incident to the proper preservation and administration of the Debtor's bankruptcy estate. Small Herrin received a retainer of $6,738 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Gus H. Small $550 Anna M. Humnicky $400 Brent W. Herrin $400 Benjamin S. Klehr $375 Paralegals & Law Clerk $100 - $200 Anna M. Humnicky, Esq., a partner at Small Herrin, 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: Anna Humnicky, Esq. Small Herrin LLP 100 Galleria Parkway, Suite 350 Atlanta, GA 30339 Telephone: (770) 783-1800 Email: ahumnicky@smallherrin.com About Cortavo Inc. Cortavo Inc. filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 23-51165) on Feb. 6, 2023, with up to $1 million in assets and up to $10 million in liabilities. Hesam Lamei, chief financial officer, signed the petition. Anna Humnicky, Esq., at Small Herrin LLP serves as the Debtor's legal counsel. CROWN SUBSEA: S&P Raises ICR to 'B+' on Sustainably Lower Leverage ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Crown Subsea Communications Holding Inc. (SubCom) to 'B+' from 'B' and its issue-level rating on its $730 million term loan facility and $100 million revolving line of credit to 'B+' from 'B'. S&P's '3' (rounded estimate: 60%) recovery rating on the instruments is unchanged. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '3' recovery rating to the proposed $470 million incremental term loan. Our '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery of principal in the event of a payment default. "The stable outlook reflects our expectation that SubCom's EBITDA and cash flows will increase steadily, limiting the need for additional debt except to fund periodic sponsor dividends. We forecast S&P Global Ratings-adjusted debt to EBITDA of about 3.7x as of year-end 2023, improving to about the mid-3x area in 2024." The higher rating reflects S&P's expectation the company will continue to benefit from the strong secular trends driving sustained growth in its business. S&P said, "We believe SubCom's leading market share positions it to benefit from the strong demand for deep sea cables driven by increased internet adoption in new regions, the shift to cloud computing, rising online media consumption, and the proliferation of data centers. In addition, we think the company's growing backlog, high-quality customer base (including major internet content providers [ICPs]), and improved profitability will further support a favorable operating performance. Therefore, we now have a more favorable view of the company's business risk prospects. "However, we see its customer and project concentration as a key risk. In the first quarter of 2023, SubCom's backlog grew to about $3.8 billion. Although its current backlog provides greater visibility into the company's revenue growth over the next three years, we think its execution risk is elevated. SubCom will need to successfully execute on its projects to realize the expected margins on its backlog and meet its financial targets." SubCom demonstrated strong performance in 2022, driven by continued demand for long-haul new cable from ICPs as well as higher marine trade revenue. The significant increase in its backlog provides revenue visibility for about 40 months. As the company executes on its robust backlog and its customers maintain their capital spending, S&P expects its revenue will increase by the mid- to high-teens percent area in 2023. S&P said, "SubCom's revenue could be exposed to some earnings volatility given the fixed-price nature of its contracts. In addition, we believe its EBITDA margins would be affected if it faces unanticipated project costs or experiences project execution delays. However, we expect the company's EBITDA margins will remain well above its peer averages over the next couple of years. In our base case, we anticipate its S&P Global Ratings-adjusted EBITDA margins will be in low-20% area through 2024, versus 23% in 2022, reflecting the shift in its project mix. As it starts to wind down older projects, we expect the company's margins will slightly improve, reflecting the benefit of its price increases. "We believe SubCom's leverage tolerance is less aggressive than that of other financial sponsored owned entities. "We think the company's financial sponsor Cerberus Capital Management will continue to be supportive and maintain a relatively benign financial policy. The company has demonstrated disciplined deleveraging after having fully paid down the term loan from the Cerberus acquisition and $145 million of its $730 million term loan using excess cash. Our base-case scenario assumes its leverage will be about 3.7x pro forma for the transaction in 2023 and decrease toward the mid-3x area in 2024. We see this as a differentiator relative to other financial sponsor-owned companies, whose financial policies we believe likely preclude sustained leverage reduction and typically operate with high leverage tolerances. "Our rating reflects that we do not expect any future transaction will cause the company's S&P Global Ratings-adjusted leverage to rise above 5.0x. If SubCom pursues a transaction that materially increases its leverage we may lower the rating, though we think this is unlikely given its track record. "We expect SubCom will generate strong free operating cash flow (FOCF) despite the proposed dividend recapitalization. "We assume the company will benefit from significant working capital inflows of over $300 million in 2023 due to its active projects reaching billing milestones, which--together with its strong earnings--will lead to strong FOCF generation. Following the significant expansion in the company's backlog, we expect it will increase its capital expenditure (capex) in 2023, to expand its capacity, but reduce its growth capex in the following years. We expect SubCom will build cash over time to help execute on its contracts and provide it with flexibility as its large contracts roll off. We also expect it will balance any additional debt-funded dividend recapitalizations with maintaining relatively conservative credit metrics. "The stable outlook reflects our expectation that SubCom's EBITDA and cash flows will grow steadily, limiting the need to additional debt. We forecast S&P Global Ratings-adjusted debt to EBITDA of about 3.7x as of year-end 2023, improving to about the mid-3x area in 2024, and FOCF to debt exceeding 10% over the next couple of years." S&P could lower its ratings on SubCom if: -- Its S&P Global Ratings-adjusted debt to EBITDA approaches 5x; or -- S&P expects its FOCF to debt will fall below 10% on a sustained basis. This could occur if the company encounters unforeseen execution issues on a large project, its EBITDA margins decrease materially beyond S&P's expectations, or it undertakes a debt-funded dividend distribution. S&P could raise its ratings on SubCom if: -- The company successfully executes its large contracts and maintains its win rates to mitigate its customer and project concentration risks; or -- S&P gains greater visibility into the sponsor's holding period, which dissipates the uncertainty around potentially aggressive financial policy decisions; and -- The company maintains debt to EBITDA of well below 4x and FOCF to debt of above 15% on a sustained basis. ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance is a moderately negative consideration in our credit rating analysis of SubCom, as is the case 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 its controlling owners. This also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." DARALI INC: Seeks to Hire Patino King as Bankruptcy Counsel ----------------------------------------------------------- Darali, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Patino King, LLC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) prepare the necessary schedules and plan; and (c) perform any and all other legal services for the Debtor which may be necessary herein. Patrick Patino, Esq., an attorney at Patino King, will be billed at his hourly rate of $300, plus expenses. Mr. Patino 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: Patrick M. Patino, Esq. Patino King, LLC 13815 FNB Parkway, Suite 440 Omaha, NE 68154-2584 Telephone: (402) 401-4050 Email: patrick@patinoking.com About Darali Inc. Darali Inc., doing business as Kremer Funeral Home, provides funeral and cremation services. Darali Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 23-80062) on Jan. 30, 2022, with $1 million and $10 million in both assets and liabilities. Donald L. Swanson has been appointed as Subchapter V trustee. Judge Thomas L. Saladino oversees the case. Patrick M. Patino, Esq., at Patino King, LLC serves as the Debtor's counsel. DAWN ACQUISITIONS: S&P Lowers Secured Debt Rating to 'CCC' ---------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Dawn Acquisitions LLC's secured debt to 'CCC', in-line with its issuer credit rating on the company, from 'B-' and revised the recovery rating on the debt to '3' from '1'. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. S&P said, "We lowered the rating to reflect ownership's decision to move multiple unprofitable data centers (three owned properties and 15 leased facilities) outside of the credit group to an affiliate of Dawn, where they will be managed independently by a shared parent company. There is no downstream parent guarantee from the shared parent company to Dawn. As such, Dawn's creditors will no longer have recourse to any recovery value from the transitioned assets. "We believe that most of the value that ownership transitioned out of the restricted group reflects the real estate associated with the three owned properties. Therefore, we revised our recovery expectations to reflect a roughly 20%-25% reduction in owned square footage because only six owned and five leased sites remain in the credit group. "Our 'CCC' issuer credit rating on Dawn Acquisitions LLC is unchanged. Although we believe this transaction improves the company's liquidity position and credit metrics by removing site-level EBITDA losses of about $25 million-$30 million, we believe it may still be reliant on Brookfield for ongoing investment support. We project EBITDA of about $25 million-$35 million in 2023, which falls short of the company's interest expense of about $40 million per year. Dawn also has capital spending requirements that vary depending on its expansion activity, though we estimate maintenance capital expenditure of about $10 million-$20 million per year. The company also has a $50 million revolver ($17 million drawn as of Sept. 30, 2022) that is due in December 2023. The revolver contains a springing covenant of 8x first-lien leverage that is triggered if Dawn's borrowings exceed $17.5 million, which could limit its access to the facility in the coming months. Furthermore, we believe the company could face challenges in refinancing the facility given the tight conditions in the credit markets and our expectation its debt to EBITDA will likely exceed 10x in 2023." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- The '3' recovery rating on Dawn's $50 million revolver and $550 million term loan reflects our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The issue-level rating is 'CCC'. -- The valuation of about $420 million is primarily based on the value of Dawn's owned properties given the underlying value of the real estate. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring in the first half of 2024 due to a disruption in its operations and constrained liquidity because its cash flow generation is insufficient to cover its fixed-charge requirements while its other sources of capital dry up. -- S&P assumes the $50 million revolver is 85% drawn at default with the proceeds used to fund cash flow shortfalls. -- S&P said, "We used an income capitalization valuation approach for the owned data centers. We estimate emergence net operating income (NOI) of about $46 million for owned properties, which represents about a 5% reduction from current levels. We applied a 10.35% capitalization rate, which reflects the inherent business risks of these facilities given the competitive markets they operate in. This is offset by the strong secular tailwinds in the industry as well as the retentive value of the underlying real estate assets." -- S&P said, "We use an EBITDA multiple approach for the remaining 5 leased facilities, consistent with our approach for other leased data center properties. Assuming further stress and allocation of corporate overhead, EBITDA is minimal." -- All estimated debt claims at default include six months of prepetition interest. Simplified waterfall -- Gross recovery value: $419 million -- Net recovery value for waterfall after administrative expenses (5%): $398 million -- Estimated senior secured claims outstanding at default: $586 million --Recovery expectations for senior secured debt: 50%-70% (rounded estimate: 65%) DELPHI BEHAVIORAL: Gets OK to Tap Epiq as Claims and Noticing Agent ------------------------------------------------------------------- Delphi Behavioral Health Group, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Epiq Corporate Restructuring, LLC as notice, claims and solicitation agent. Epiq will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. The hourly rates of Epiq's professionals are as follows: IT/Programming $53 – $73 Case Managers/Consultants/ Directors/Vice Presidents $70 – $165 Solicitation Consultant $180 Executive Vice President, Solicitation $185 In addition, Epiq will seek reimbursement for expenses incurred. Brian Hunt, a director of Consulting Services at Epiq, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Hunt Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Telephone: (917) 359-4553 Email: bhunt@epiqglobal.com About Delphi Behavioral Health Group Delphi Behavioral Health Group, LLC and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-10945) on February 6, 2023. In the petition signed by Edward A. Phillips, interim chief executive officer, the Debtors disclosed up to $10 million in assets and up to $10 million in liabilities. Delphi Behavioral Health Group provides a range of inpatient and outpatient behavioral healthcare services in the substance use disorder, addiction and mental health treatment space. Headquartered in Fort Lauderdale, Florida, Delphi and its affiliates operated 12 clinical facilities and two recovery residences prior to the Petition Date, throughout California, Florida, Maryland, Massachusetts and New Jersey. The levels of care provided at the clinical facilities range from inpatient and residential to outpatient (partial hospitalization), intensive outpatient programming and outpatient programming. Judge Peter D. Russin oversees the case. The Debtors tapped Berger Singerman LLP as legal counsel, Getzler Henrich and Associates as restructuring services provider, and Epiq Corporate Restructuring, LLC as notice and claims agent. Brightwood Loan Services, LLC, the Administrative Agent for the Prepetition Lenders and the Administrative Agent for the DIP Lenders, is represented by King & Spalding LLP. DELPHI BEHAVIORAL: Seeks to Hire Berger Singerman as Counsel ------------------------------------------------------------ Delphi Behavioral Health Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Berger Singerman LLP as counsel. The firm will render these services: (a) advise the Debtors with respect to their powers and duties in the continued management of their business operations; (b) advise the Debtors with respect to their responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of these Chapter 11 cases; (d) protect the interests of the Debtors in all matters pending before the court; and (e) represent the Debtors in negotiations with their creditors and in the preparation of a plan. Prior to the petition date, Berger Singerman received the sum of $834,092 from the Debtors, along with the $100,000 initial retainer. The hourly rates of the firm's counsel and staff are as follows: Attorneys $395 - $800 Associate Attorneys $395 - $575 Legal assistants and Paralegals $85 - $295 In addition, the firm will seek reimbursement for expenses incurred. The firm also provided following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did Berger Singerman agree to any variations from, or alternatives to, Berger Singerman's standard billing arrangements for this engagement? Answer: No, except that in the course of Berger Singerman's prepetition representation of the Debtors, Berger Singerman has offered the Debtors courtesy discounts in its discretion in respect of certain monthly invoices and Berger Singerman waived certain fees and costs due to it in connection with its prepetition services. The rate structure provided by Berger Singerman is appropriate and comparable to (a) the rates that Berger Singerman charges for non-bankruptcy representations and (b) the rates of other comparably skilled professionals. Question: Do any of the Berger Singerman professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. Question: If Berger Singerman has represented the Debtors in the 12 months prepetition, disclose Berger Singerman's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Berger Singerman's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Berger Singerman's current hourly rates for services rendered on behalf of the Debtors are set forth above. These rates have been used since January 1 of this year. During the prior calendar year, Berger Singerman used the following rates for services rendered on behalf of the Debtors: attorneys range from $395 - $800 per hour; and law clerks or paralegals range from $85 - $295 per hour. Question: Have the Debtors approved Berger Singerman's budget and staffing plan and, if so, for what budget period? Answer: Yes. Berger Singerman has provided the Debtors with a prospective budget and staffing plan setting forth the types of timekeepers, numbers thereof, and applicable hourly rates it expects during the Chapter 11 cases, which have been approved by the Debtors. The budget and staffing plan cover the period from the petition date to April 28, 2023. Paul Steven Singerman, Esq., a member at Berger Singerman, 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: Paul Steven Singerman, Esq. Berger Singerman LLP 1450 Brickell Avenue, Ste. 1900 Miami, FL 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 Email: singerman@bergersingerman.com About Delphi Behavioral Health Group Delphi Behavioral Health Group, LLC and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-10945) on February 6, 2023. In the petition signed by Edward A. Phillips, interim chief executive officer, the Debtors disclosed up to $10 million in assets and up to $10 million in liabilities. Delphi Behavioral Health Group provides a range of inpatient and outpatient behavioral healthcare services in the substance use disorder, addiction and mental health treatment space. Headquartered in Fort Lauderdale, Florida, Delphi and its affiliates operated 12 clinical facilities and two recovery residences prior to the Petition Date, throughout California, Florida, Maryland, Massachusetts and New Jersey. The levels of care provided at the clinical facilities range from inpatient and residential to outpatient (partial hospitalization), intensive outpatient programming and outpatient programming. Judge Peter D. Russin oversees the case. The Debtors tapped Berger Singerman LLP as legal counsel, Getzler Henrich and Associates as restructuring services provider, and Epiq Corporate Restructuring, LLC as notice and claims agent. Brightwood Loan Services, LLC, the Administrative Agent for the Prepetition Lenders and the Administrative Agent for the DIP Lenders, is represented by King & Spalding LLP. DENTAL EXPRESSION: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee for Region 8 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dental Expression, PLLC. About Dental Expression Dental Expression, PLLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-20354) on Jan. 20, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Jennie D. Latta oversees the case. Law Office of John E. Dunlap represents the Debtor as counsel. DIAMOND SPORTS: S&P Lowers ICR to 'D' on Missed Interest Payments ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit ratings on Diamond Sports Holdings LLC and subsidiary DSG to 'D' from 'CCC-'. At the same time, S&P lowered its issue-level ratings on DSG's senior secured second-lien notes to 'D' from 'CCC-' and senior unsecured notes to 'D' from 'C'. The company's senior secured third-lien notes are unrated. DSG announced that it will not make the approximately $140 million in interest payments on its 5.375% senior secured second-lien notes due in 2026 ($3 billion outstanding), 5.375% senior secured third-lien notes due in 2026 ($10 million outstanding), and 6.625% senior unsecured notes due in 2027 ($1.7 billion outstanding) scheduled to be paid on Feb. 15. S&P does not expect the company to make its interest payments within the 30-day grace period to preserve financial flexibility. DSG is discussing strategic alternatives with creditors and other key stakeholders, which S&P believes will likely result in a comprehensive debt restructuring or bankruptcy filing. ENDO INTERNATIONAL: Hearing on Exclusivity Bid Set for March 2 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on March 2 to consider the motion filed by Endo International plc and its affiliates to extend the time they can keep exclusive control of their bankruptcy cases. The motion seeks to extend the exclusive periods for the companies to file a Chapter 11 plan and solicit votes on the plan to June 12 and Aug. 11, respectively. The extension is necessary because there are contingencies that must be resolved before a bankruptcy plan is filed, according to the companies' attorney, Paul Leake, Esq., at Skadden Arps Slate Meagher & Flom, LLP. Mr. Leake said the companies cannot formulate a plan until an auction of their assets occur. The companies asked the court in November last year to approve the bidding process for the sale of substantially all of their assets. Pursuant to the bidding process, the companies are scheduled to conduct an auction on Aug. 15. "Once the results of the sale process are known, the [companies] will be in a position to formulate and further negotiate a resolution to these Chapter 11 cases," Mr. Leake said. The exclusivity extension drew opposition from various groups, including the official committees representing opioid claimants and unsecured creditors, which criticized the companies' lack of intent to pursue a reorganization plan. The committees pressed the court to either shorten the exclusive period or to end it now so others can file a competing plan. Meanwhile, the ad hoc first lien group defended the companies' bid to keep exclusive control, citing the size and complexity of their bankruptcy cases and "disastrous consequences" that may result from the termination of exclusivity. About Endo International plc Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On August 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases are pending before Judge James L. Garrity, Jr. The Debtors have put up a Web site dedicated to its restructuring: http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. Roger Frankel, the legal representative for future claimants in these Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels, and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 2, 2022. The committee tapped Kramer Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC as investment banker; and Dundon Advisers, LLC and Berkeley Research Group, LLC as financial advisors. Meanwhile, the official committee representing the Debtors' opioid claimants tapped Cooley, LLP as bankruptcy counsel; Akin Gump Strauss Hauer & Feld, LLP as special counsel; Province, LLC as financial advisor; and Jefferies, LLC as investment banker. David M. Klauder, Esq., the court-appointed fee examiner, is represented by Bielli & Klauder, LLC. ENTSORGA WEST VIRGINIA: Files for Chapter 11 to Sell Waste Facility ------------------------------------------------------------------- Entsorga West Virginia LLC filed for chapter 11 protection in the Northern District of West Virginia. The Debtor is a West Virginia LLC, formed in 2010, which commenced operations in 2019. The Debtor is a Waste Management provider who converts portions of municipal solid waste ("MSW") more commonly known as trash or garbage, into a safe, combustible product called solid recovered fuel ("SRF") used in furnaces and kilns for commercial manufacturers. The Debtor's primary business location is at 119 Recovery Way, Martinsburg, West Virginia, a property the Debtor leases from the Berkeley County Solid Waste Authority. The current cash shortage is primarily due to the losses resulting from the commissioning of the faculty of its operation, the lack of developed customers for its product, and losses relating to fires at the facility, including those that damaged equipment resulting in a cessation of the Debtor's operations in early 2022. Despite the cessation of operations, the Debtor is required by its Permit issued by the West Virginia Department of Environment Protection ("WVDEP"), West Virginia State law and regulations, as well as contractually bound by its agreement with the AUthority to continuously monitor the facility. Additionally, the Debtor is subject to a WVDEP ORder and mandated to take certain actions, including but not limited to removal of MSW to prevent fires, institute controls in the Facility to deter the site from becoming a vector for disease, and taking other actions to protect the health of the local community by preventing the spread of health hazards from the Facility. The Debtor has suffered two fires in the last year, including a fire on July 25, 2022, that damaged part of the equipment used at the Facility and again on Oct. 24, 2022. The fires experienced by the Debtor are customary in situations where MSW is stored because of the mixed nature of MSW. Prior to the Chapter 11 filing, the Debtor entered into an agreement with Apple Valley on or around July 29, 2022, that was later memorialized by the Business Service Agreement for Apple Valley to provide the necessary services for the Debtor and maintain compliance of the State law. Apple Valley is a West Virginia LLC formed in 2020 that commenced operation at its facility in 2019 and is in the business of charging MSW carting firms for MSW deposited at the facility for recovery of recyclable resources and the conversion of the remaining MSW into a solid recovered fuel that is sold to cement kilns and others as a replacement fuel for coal. The Debtor owes $1,775,52 to Apple Valley for prepetition services. As of the Petition Date, Apple Valley has provided critical services for the Debtor and maintained the Debtor's compliance with West Virginia law. The cost of mining the Facility in compliance with the Debtor's Permit and WVDEP Order is $19,577 per week. The Debtor has been unable to make payments to Apple Valley for the services it has rendered repetition. Despite the lack of payment, the Debtor and Apple Valley have continued to work together to secure and maintain necessary safety standards for the Facility. The Debtor has filed with the Bankruptcy Court a motion to assume the BSA between the Debtor and Apple Valley. The Debtor contemplates an orderly liquidation by way of an 11 U.S.C. Sec. 363 motion to sell the Facility free and clear of liens and encumbrances to be advanced by the Debtor. According to court filings, Entsorga estimates between $10 million and $50 million in debt owed to 50 to 99 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 14, 2023 at 10:00 a.m. in the Old Historic Courthouse in Martinsburg. About Entsorga West Virginia Entsorga West Virginia LLC is a recycling center in West Virginia. Entsorga West Virginia LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00046) on Feb. 6, 2023. In the petition filed by Brian C. Essman, as managing member, the Debtor reports total assets of $7,337,352 and total liabilities of $37,808,554. The case is overseen by Honorable Bankruptcy Judge David L. Bissett. Debtor's Counsel: Brian R. Blickenstaff, Esq. TURNER & JOHNS, PLLC 808 Greenbrier Street Charleston, WV 25311 Tel: 304-720-2300 Fax: 304-720-2311 E-mail: bblickenstaff@turnerjohns.com ENTSORGA WEST: Seeks to Hire Johns & Associates as Counsel ---------------------------------------------------------- Entsorga West Virginia, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Johns & Associates PLLC as its bankruptcy counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties in the management of its business; (b) prepare legal papers; and (c) perform all other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Brian R. Blickenstaff $400 Joseph T. Johns $300 Paralegal $100 The firm received an initial retainer of $75,000 from a third party, Renovare Environmental, Inc. Brian Blickenstaff, Esq., an attorney at Johns & Associates, 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: Brian R. Blickenstaff, Esq. Johns & Associates, PLLC 808 Greenbrier Street Charleston, WV 25311 Telephone: (304) 720-2300 Facsimile: (304) 720-2311 Email: bblickenstaff@johnswvlaw.com About Entsorga West Virginia Entsorga West Virginia, LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. W. Va. Case No. 23-00046) on Feb. 6, 2023. In the petition signed by Brian C. Essman, managing member, the Debtor disclosed up to $7,337,352 in total assets and up to $37,808,554 in total liabilities. Judge David L. Bissett oversees the case. Brian R. Blickenstaff, Esq., at Johns & Associates, PLLC serves as the Debtor's legal counsel. FAITH BRIDGE: Seeks to Hire Kasen & Kasen as Bankruptcy Counsel --------------------------------------------------------------- Faith Bridge, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Kasen & Kasen, PC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties under the Bankruptcy Code; (b) negotiate with creditors of the Debtor, prepare a plan of reorganization, and take the necessary legal steps to consummate a plan; (c) prepare legal documents; (d) appear before this court to protect the interests of the Debtor and its estate, and represent the Debtor in all matters pending before this court; and (e) perform all other legal services for the Debtor that may be necessary herein. The hourly rates of the firm's attorneys are as follows: Michael J. Kasen, Esq. $450 David A. Kasen, Esq. $500 Francine S. Kasen, Esq. $350 Jenny R. Kasen, Esq. $450 Michael Kasen, Esq., an attorney at Kasen & Kasen, disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Kasen, Esq. Kasen & Kasen, PC 115 Broadway, 5th Floor New York, NY 10006 Telephone: (646) 397-6226 Facsimile: (646) 786-3611 Email: mkasen@kasenlaw.com About Faith Bridge Faith Bridge, Inc., a publisher of Christian Planner line of organizer products, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70198) on Jan. 19, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Victor Delacruz, president, signed the petition. Judge Robert E. Grossman oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, PC serves as the Debtor's counsel. FENIX GROUP: Seeks to Hire Peli Tax Services as Bookkeeper ---------------------------------------------------------- Fenix Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Peli Tax Services, LLC as its bookkeeper. The firm's services include preparing financial reports, correcting errors, closing years 2019, 2020, 2021, posting expenses and deposits, and reconciling bank and credit card accounts for years 2021 and 2022. The bookkeeper charges a flat fee of $24,000 for the services. Elizabeth Nganga, a member at Peli Tax Services, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Elizabeth Nganga Peli Tax Services, LLC P.O. Box 895 Maricopa, AZ 85139 Telephone: (877) 400-1452 Email: info@pelitax.com About Fenix Group 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. Fenix Group sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00155) on Jan. 11, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Ron Tilley, a Fenix Group member and manager, signed the petition. Judge Madeleine C. Wanslee oversees the case. D. Lamar Hawkins, Esq., at Guidant Law, PLC represents the Debtor as legal counsel. FORMA BRANDS: Ariana Grande OK'd to Buy Beauty Line Out of Ch. 11 ----------------------------------------------------------------- Evan Ochsner and James Nani of Bloomberg Law report that Ariana Grande secured a judge's approval to buy assets tied to her r.e.m. beauty line from bankrupt makeup company Forma Brands LLC. AGREM BTY LLC, a corporate affiliate of Grande, will pay $15 million to acquire the assets, which includes inventory, sale orders and social media accounts. Judge Karen Owens of the US Bankruptcy Court for the District of Delaware signed off on the deal during a court hearing on Wednesday. The pop singer entered into a licensing and endorsement deal with Forma Brands, which is the parent company of cosmetics retailer Morphe LLC. About FORMA Brands FORMA Brands -- https://www.FORMABrands.com/ -- is a builder of beauty brands anchored in innovative and high-quality products, marketing and operations. Each brand showcases differentiated products and a unique story, addressing different segments of the beauty market, while embracing many forms of beauty. The Company's products are sold through the top beauty retailers worldwide, including Ulta Beauty, Sephora, Mecca, Douglas, Selfridges, and Target. Forma Brands LLC, its parent FB Debt Financing Guarantor, LLC (f/k/a Morphe Debt Financing Guarantor, LLC), and several affiliates sought Chapter 11 protection in Delaware on Jan. 11 and 12, 2023. The lead case is in re FB Debt Financing Guarantor, LLC (Bankr. D. Del. Case No. 23-10025). The Debtors estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped ROPES & GRAY LLP as general bankruptcy counsel; BAYARD, P.A. as Delaware counsel; and CONFIGURE PARTNERS, LLC as investment banker. ANKURA CONSULTING GROUP, LLC, is the CRO provider and financial advisor. KROLL, LLC, is the claims agent. FTX GROUP: House Republicans, DOJ Probe Arrest of SBF ----------------------------------------------------- Austin Weinstein of Bloomberg News reports that two top Republican members of the US House Financial Services Committee are examining the Securities and Exchange Commission's communications with the Justice Department on the arrest of former FTX CEO Sam Bankman-Fried. Chairman Patrick McHenry and Representative Bill Huizenga, who leads the panel's oversight and investigations subcommittee, sent a letter to SEC Chair Gary Gensler on Friday, Feb. 10, 2023, asking him for records related to complaints filed against Bankman-Fried. The Republicans said they're looking into the timing of the government's allegations. They're also asking for the communications between SEC officials and the Justice Department, among other records. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX GROUP: Wants PACs and Politicians to Return Donations --------------------------------------------------------- Jacquelyn Melinek of Join TechCrunch+ reports that FTX and its affiliated debtors have sent confidential letters asking politicians, PACs and other recipients of funds to return donations made by the crypto exchange once valued at $32 billion. The recipients are being asked to return donations -- or potentially face repercussions -- to the now-bankrupt exchange, according to a Sunday statement from FTX. The group, self-dubbed "FTX Debtors," did not disclose which parties were involved, but said letters were sent to recipients that received payments from FTX debtors or the exchange's former CEO, Sam Bankman-Fried, among others. The statement requested funds to be returned by February 28, 2023 and shared a "special email account" for recipients to return funds to. Even if the recipient used the funds to make payments or donations to third parties -- including charities -- it doesn't prevent them from having to return it, according to the statement. This announcement follows public requests from FTX in late December for recipients to return funds voluntarily. "To the extent such payments are not returned voluntarily, the FTX Debtors reserve the right to commence actions before the Bankruptcy Court to require the return of such payments, with interest accruing from the date any action is commenced," it said in the statement. In mid-January, FTX debtors identified $1.7 billion of cash and $3.5 billion of crypto assets and $3 million of securities, according to a company statement. This totals about $5.5 billion in liquid assets, which FTX's new CEO, John Jay Ray III, referred to as a "herculean"effort to assess the firm’s financial position. In the past, Ray, who took over after the exchange filed for Chapter 11 bankruptcy, has previously stated that donations from FTX should be recovered. Ray has also said there's a possibility for the exchange to restart and that "everything is on the table." A public spreadsheet by OpenSecrets, a nonprofit monitoring money in politics, tracked over $84 million in donations to political candidates and organizations between Bankman-Fried, former FTX co-CEO Ryan Salame and FTX's former engineering head, Nishad Singh. Before the exchange's demise, Bankman-Fried was well known for his support of the U.S. Democratic Party and was one of the largest donors in the runup to the 2020 presidential election and the 2022 midterms. The biggest single recipient was Protect Our Future, a PAC that aims to "help elect candidates who will be champions for pandemic prevention." The group got $28 million from Bankman-Fried, according to OpenSecret. He also contributed donations to Democratic Senators Debbie Stabenow, Kirsten Gillibrand, Maggie Hassan and Cory Booker, as well as Republican Senators John Boozman, Lisa Murkowski and Susan Collins. The majority of Bankman-Fried's donations were traced to Democrats, but he also claimed in an interview with reporter Tiffany Fong that he donated "about the same amount" to the Republican Party as well. "That was not generally known," he added. "All my Republication donations were dark," Bankman-Fried said in the interview two months ago, explaining that the donations were not publicly disclosed through official filings. "The reason was not for regulatory reasons, it was because reporters freak the fuck out if you donate to Republicans. They're all super liberal and I didn’t want to have that fight." As the deadline to return funds is just weeks away, candidates and political groups may surface in response to the request. Whether those donations are returned has yet to be determined, and this may be just one step in a prolonged, lengthy legal case for FTX to claw back funds. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GA REAL ESTATE: Gets OK to Hire Shaddai Investments as Broker ------------------------------------------------------------- GA Real Estate Acquisitions, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Shaddai Investments Real Estate, LLC as its real estate broker. The firm will render these services: (a) list and market the Debtor's residential real property for sale; (b) identify potential buyers; (c) assist with related sale negotiations; and (d) assist the Debtor to close a sale. The firm will receive a commission of 6 percent of the final sales price at closing. Stanley Love, a real estate broker at Shaddai Investments Real Estate, 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: Stanley Love Shaddai Investments Real Estate, LLC 2161 Caneridge Dr. Marietta, GA 30064 Telephone: (404) 867-4883 Email: stanleylove@mail.com About GA Real Estate Acquisitions GA Real Estate Acquisitions, LLC owns and leases out several residential real properties in the Atlanta Metro area and in Macon, Georgia. The Debtor is in the business of purchasing, renovating, and leasing or selling the renovated properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-55886) on August 1, 2022. In the petition signed by Carmenlita Trimble, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lisa Ritchey Craig oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the Debtor's counsel. GALLERIA WEST: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Galleria West Loop Investments, LLC. About Galleria West Loop Investments Galleria West Loop Investments, LLC is primarily engaged in renting and leasing real estate properties. The company is based in Austin, Texas. Judge Craig A. Gargotta oversees the case. Galleria West Loop Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 23-50027) on Jan. 3, 2023, with $10 million to $50 million in both assets and liabilities. Ron Satija, Esq., at Hayward PLLC is the Debtor's legal counsel. GATOR HOLDCO: S&P Rates $50MM Incremental 1st-Lien Term Loan 'B-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level and '3' recovery ratings to Gator Holdco (UK) Ltd. subsidiary, Aptean Inc.'s non-fungible $50 million incremental first-lien term loan. Aptean, an enterprise resource planning (ERP) and supply chain solutions provider, will use the loan to acquire a beverages ERP solutions provider and add cash to the balance sheet. Aptean Inc. is the borrower. Aptean has been aggressive with its financial policy, completing multiple acquisitions in 2022. Historically, the company has acquired businesses with low levels of reported EBITDA to extract synergies and incurred acquisition, restructuring and integration costs, which leads to higher starting leverage. S&P said, "Aptean also uses preferred equity for acquisitions, which we treat as debt for analytical purposes because it is callable and has a high payment-in-kind (PIK) margin. This creates an incentive for redemption in our view, potentially using the proceeds from new debt. However, the preferred equity does not affect our view of Aptean's credit quality because it is subordinated to the company's debt and does not require cash payments. We believe that Aptean's starting leverage for this transaction will be above 14x, inclusive of the preferred equity, and above 12x, without the preferred equity." However, S&P believes that many of Aptean's acquisition, restructuring or integration costs are nonrecurring and would roll off if it stopped completing acquisitions. Those one-time costs rolling off and expected synergies, will likely increase its EBITDA margins such that leverage improves to the mid-11x area or low-9x area (without the preferred equity) in 2023. Even in a higher interest rate environment, Aptean's improved EBITDA margins will likely help it generate more than $20 million of unadjusted free operating cash flow in 2023. Issue Ratings--Recovery Analysis Key analytical factors -- S&P assigned the non-fungible $50 million incremental first-lien term loan a 'B-' issue-level rating and a '3' recovery rating. The 'B-' rating on the current first-lien term loan ('3' recovery rating) and 'CCC' rating on the second-lien term loan ('6' recovery rating) are unchanged. -- S&P's simulated default scenario assumes a default in 2025 after EBITDA significantly declines due to a tougher macroeconomic environment, intense competition, or large restructuring costs from poor merger and acquisition integration. These factors weaken revenue and cash flow and contribute to a default. -- S&P values the company as a going concern because it believes this approach would yield higher value for creditors, due to the company's leading brand and technology. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence after recovery adjustment: $142 million EBITDA multiple: 6x -- Revolving credit facility: 85% drawn at default -- First-lien delayed draw term loan: 100% drawn at default Simplified waterfall -- Net enterprise value (after 5% administrative costs): $809 million -- Valuation split (obligor/nonobligors): 75%/25% -- Value available for first-lien claims: $787 million -- Secured first-lien debt: $1.3 billion --Recovery expectations: 50%-70% (rounded estimate: 55%) -- Value available for second-lien claims: $22 million -- Secured second-lien debt: $274 million --Recovery expectations: 10%-30% (rounded estimate: 5%) Note: All debt amounts include six months of prepetition interest. GIRARDI & KEESE: Tom's Son-in-Law Pleads Not Guilty of Theft Case ----------------------------------------------------------------- Lauraann Wood of Law360 reports that Tom Girardi's son-in-law and former employee pled not guilty Friday in Illinois federal court to charges that he helped steal millions from clients of the once-celebrated but now-defunct Girardi Keese. Tom Girardi and attorney David Lira, 62, his son-in-law, and firm CFO Christopher Kamon face eight charges of wire fraud and four counts of criminal contempt of court in Chicago. Mr. Girardi and Kamon, 49, are charged in Los Angeles with wire fraud for embezzling more than $15 million from clients, prosecutors said. All of the men have pleaded not guilty to the array of charges against them. Lira and Girardi were released on bond. Kamon has been held as a flight risk since December. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 Telephone: (310) 640-1200 HERMANOS GONZALES: SARE Files for Chapter 11 Bankruptcy ------------------------------------------------------- Hermanos Gonzales Holdings LLC filed for chapter 11 protection in the Southern District of Texas. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor filed a balance sheet with the Petition wherein a single property is identified and valued at $2,880,000. The U.S. Trustee sought an order dismissing the Debtor's case pursuant to Sec. 1112(b)(1) or, in the alternative, an order requiring Debtor to amend its Petition to exclude the subchapter V selection pursuant to Sec. 1182(1). According to the U.S. Trustee, by definition, a debtor cannot be both a single asset real estate debtor and a small business debtor that elects to proceed under subchapter V of chapter 11 of the Bankruptcy Code -- these options contained in a voluntary bankruptcy petition are mutually exclusive. On Feb. 15, 2023, the Debtor, a small business debtor, filed an amended petition to remove its Subchapter V selection. According to court filings, Hermanos Gonzales estimates $1 million to $10 million in debt to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 14, 2023, at 9:00 AM at US Trustee Houston Teleconference. Proofs of claim are due by April 17, 2023. About Hermanos Gonzales Holdings Hermanos Gonzales Holdings LLC is a Single Asset Real Estate as defined in 11 U.S.C. Section 101 (51B). Hermanos Gonzales Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30405) on Feb. 6, 2023. In the petition filed by Robert Gonzales, as managing member, the Debtor reports estimated assets between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Marvin Isgur. Marcellous S. McZeal, Esq., at GREALISHMCZEAL PC, is the Debtor's counsel. IEH AUTO PARTS: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of IEH Auto Parts Holding, LLC and its affiliates. The committee members are: 1. DRiV Automotive, Inc. c/o Matt Hulteen 15701 Technology Dr. Northville, MI 48168 Phone: 248-345-4602 Email: matt.hulteen@driv.com 2. Highline Warren c/o Anestis Derakis 4500 Malone Rd., Ste. 1 Memphis, TN 38118 Phone: 630-544-4456 Email: anestis.derakis@highlinewarren.com 3. Standard Motor Products c/o Darcey Keene 1801 Waters Ridge Dr. Lewisville, TX 75057 Phone: 972-316-8110 Email: darcey.keene@4s.com 4. Interstate Batteries, Inc. c/o Heather Catelotti 14221 N. Dallas Pkwy, Ste. 1000 Dallas, TX 75254 Phone: 972-948-3247 Email: heather.catelotti@ibsa.com 5. YBM Industries Co Limited c/o Ken Hu, Sales Director No. 1166 South West Lake Road Economic and Technological Development Zone Ma'Anshan, Anhui Province, China Phone: +86 135-8585-6856 Email: ken@ybmindustries.com 6. Axalta Coating Systems, LLC c/o Amit Shah 50 Applied Bank Blvd., Ste. 300 Glen Mills, PA 19342 Phone: 215-255-4366 Email: a.shah@axalta.com 7. Dorman Products c/o Lauren Miller 3400 East Walnut St. Colmar, PA 18915 Phone: 215-712-5504 Email: lmiller1@dormanproducts.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About IEH Auto Parts Holding IEH Auto Parts Holding LLC -- https://autoplusap.com/ -- distributes automotive products. It offers equipment, tools, accessories, paint, and related products in the automotive aftermarket. Auto Plus serves customers in the United States. IEH Auto Parts Holding and its affiliates filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90054) on Feb. 1, 2023. In the petition filed by John Michael Neyrey, as chief executive officer, the Debtors reported assets and liabilities between $100 million and $500 million. Judge Christopher M. Lopez oversees the cases. The Debtors are represented by Veronica Ann Polnick, Esq., at Jackson Walker, LLP. INDEPENDENT PET: Proposes Sale to PSP of 20 Store Locations ----------------------------------------------------------- Independent Pet Partners Holdings, LLC, et al., ask the Bankruptcy Court to approve the private sale of certain of the Debtors' assets, including 20 store leases, pursuant to a Letter of Intent by and between the Debtors and PSP Stores, LLC (d/b/a Pet Supplies Plus), the buyer. The Debtors retained Houlihan Lokey, Inc., in September 2022 as the Debtors' financial advisor and investment banker to assist the Debtors as they explored various strategic alternatives. As a result of Houlihan's efforts to market and sell the Debtors' assets, the Debtors have secured a stalking horse credit bid for 66 of their stores in Colorado, Minnesota, Illinois, Wisconsin, and Kansas under the Kriser's and Chuck and Don’s banners (collectively, the "Go-Forward Business"), and certain of the Debtors' assets required to run the Go-Forward Business, for which the Debtors have sought approval by separate motion. By order dated Feb. 8, 2023, the Court scheduled a hearing to consider the Debtors' motion seeking to establish certain bidding procedures in connection with the proposed sale of the Go-Forward Business for Feb. 21, 2023. For the 93 store locations not included in the Go-Forward Business (such stores, the "Remaining Locations"), with Court authority, the Debtors have initiated going-out-of-business sales in an effort to liquidate existing inventory and, at the conclusion of those sales, the Debtors anticipate seeking authority from the Court to reject applicable leases to avoid the incurrence of rent and related obligations that would otherwise be triggered as of March 1, 2023, with respect to the Remaining Locations. At the same time, however, to ensure that the Debtors maximize value for stakeholders and, in turn, minimize the scope of potential general unsecured claims asserted against the estates, the Debtors and their advisors have continued their efforts to solicit interest in the operating assets at the Remaining Locations, both with respect to governing real property leases and related inventory and assets, from potential buyers and assignees. Specifically, Houlihan, working with Berkeley Research Group ("BRG") and the Debtors' management team, have engaged in ongoing discussions with third parties who have put forward viable proposals with respect to the Remaining Locations. In the course of these efforts, Buyer has entered into a Letter of Intent and is working on an expedited basis to finalize a Purchase Agreement providing for the assignment of 20 leases (comprised of 20 Leases of real property) and the purchase of the other Designated Assets, which include the inventory and furniture, fixtures, and equipment associated with certain of the Remaining Locations identified in the term sheet attached to the Letter of Intent. The Debtors and Buyer executed the Letter of Intent on Feb. 11, 2023, and the Debtors received a non-refundable deposit from Buyer on Feb. 13, 2023, with respect to a transaction involving the acquisition of the Debtors' Designated Assets, subject to (a) negotiating and executing a mutually acceptable asset purchase agreement (i.e., the Purchase Agreement); (b) obtaining all necessary approvals of Buyer, the Debtors, and the Debtors' secured lender group; (c) Buyer and the Debtors' obtaining all other necessary governmental, regulatory, Bankruptcy Court, and third-party consents and/or approvals for the potential transaction; and (d) the satisfaction or waiver by Buyer and the Debtors of any other conditions of closing included in the Purchase Documents. Given the ongoing going-out-of-business sales at the Remaining Locations, including those which constitute the Designated Assets, the Debtors determined, in their business judgment, that to offset any risk attendant to terminating the going-out-of-business sales at such locations, a non-refundable deposit was appropriate under the circumstances. Moreover, because the Debtors need to close the sale prior to March 1, 2023, to avoid incurring rental obligations that would otherwise arise under the governing leases that the Debtors would otherwise reject as of no later than February 28, 2023, the Debtors are requesting that the Court consider this motion on an expedited basis for the benefit of all stakeholders. The Purchase Agreement is expected to be finalized shortly. As soon as it is finalized, and prior to the hearing on this Motion, the Debtors intend to file the executed Purchase Agreement, supplement the record, and provide additional disclosures in compliance with Local Rule 6004-1 with respect thereto. The Letter of Intent contemplates that Buyer will acquire the following Designated Assets: the Debtors' inventory at the Stores; the furniture, fixtures, and equipment associated with the Stores; and assumption and assignment of the Leases for the following 20 store locations (collectively, the "Stores"): Store Location -------------- Loyal Companion North Windham, Maine Loyal Companion Portland, Maine Loyal Companion Saco, Maine Loyal Companion Sanford, Maine Loyal Companion Scarborough, Maine Loyal Companion South Portland, Maine Loyal Companion Bethesda, Maryland Loyal Companion Rockville, Maryland Loyal Companion Acton, Massachusetts Loyal Companion Bedford, Massachusetts Loyal Companion Beverly, Massachusetts Loyal Companion Concord, Massachusetts Loyal Companion Littleton, Massachusetts Loyal Companion Medway, Massachusetts Loyal Companion Stoneham, Massachusetts Loyal Companion Sudbury, Massachusetts Loyal Companion Salem, New Hampshire Loyal Companion Stratham, New Hampshire Loyal Companion Arlington, Virginia Loyal Companion Vienna, Virginia The consideration to be paid for the Designated Assets shall be (a) 200% of the cost of the Debtors’ inventory in the Stores as of the Closing Date, plus (b) $2,000,000, plus (c) assumption of all liabilities, including cure costs, in connection with the Store Leases. The Buyer is not an insider of the Debtors. * * * Jeff Montgomery of Law360 reports that pet care retailer Independent Pet Partners Holdings LLC's plans for a high-speed run through Chapter 11 in Delaware hit a speed bump Tuesday during its first bankruptcy court hearing, with the judge flagging a proposed shortening of time for creditor challenges of lender claims. About Independent Pet Partners Independent Pet Partners offers a one-stop pet experience with healthy, high-quality food products and treats and a range of pet services, including grooming, self-wash, pet parent education, and veterinary services. The Debtors also sell goods through their e-commerce platform with each of the Debtors' banners having its own standalone website. The Debtors operated under four unique regional banners: Chuck and Don's, Kriser's Natural Pet, Loyal Companion, and Natural Pawz. Independent Pet Partners Holdings, LLC and various affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10153) on Feb. 5, 2023. In the petition signed by Stephen Coulombe, co-chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. The Debtors tapped McDonald Hopkins, LLC as general counsel, Young Conaway Stargatt and Taylor, LLP as co-counsel, Berkeley Research Group, LLC as co-chief restructuring officer, Houlihan Lokey Capital, Inc. as financial advisor and investment banker, and Omni Agent Solutions as notice, claims, and balloting agent. CION Investment Corporation; Main Street Capital Corporation; MCS Income Fund, Inc.; Newstone Capital Partners III, L.P; Newstone Capital Partners III-A, L.P.; and Newstone Capital Partners III-B, L.P., as DIP Lenders and Prepetition Lenders, are represented by: Shmuel Vasser, Esq. Stephen Wolpert, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 E-mail: shmuel.vasser@dechert.com stephen.wolpert@dechert.com Co-counsel to the DIP Lenders and Prepetition Lenders: Russell Silberglied, Esq. Brendan Schlauch, Esq. Richards, Layton & Finger, P.A. P.O. Box 551 Wilmington, DE 19899 E-mail: silberglied@rlf.com schlauch@rlf.com Acquiom Agency Services, LLC, as administrative and collateral agent under the DIP facility and as Prepetition ABL Agent, and Prepetition Priming Agent, is represented by: Alex Cota, Esq. Daniel Ginsberg, Esq. Paul Hastings, LLP 200 Park Avenue New York, NY 10166 E-mail: alexcota@paulhastings.com danielginsberg@paulhastings.com Counsel to Wilmington Trust, National Association, as Prepetition DDTL Agent: Chad Pearlman, Esq. Arnold & Porter Kaye Scholer LLP 250 West 55th Street New York, NY 10019-9710 E-mail: Chad.Pearlman@arnoldporter.com INDEPENDENT PET: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Independent Pet Partners Holdings, LLC and its affiliates. The committee members are: 1. ServiceChannel.com, Inc. Attn: Brian Chase 6200 Stoneridge Mall Road, Suite 450 Email: legal@servicechannel.com 2. Kliger-Weiss Infosystems, Inc. Attn: Joseph J. Muccio 2200 Northern Blvd., Suite 102 Greenvale, NY 11548 Email: jmuccio@kwi.com 3. Regency Centers, L.P. Attn: Ernst Bell, Esq. One Independent Drive, Suite 114 Jacksonville, FL 32202 Email: ernstbell@regencycenters.com 4. Boss Pet Products, Inc. Attn: Diana DeSmit 1221 Page Street Kewanne, IL 61443 Email: ddesmit@bosspetedge.com 5. Westley Robinson c/o Mahoney Law Group, APC 249 E. Ocean Boulevard, Suite 814 Long Beach, CA 90802 Email: balem@mahoney-law.net kmahoney@mahoney law.net Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Independent Pet Partners Holdings Independent Pet Partners Holdings, LLC and various affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10153) on February 5, 2023. In the petition signed by Stephen Coulombe, co-chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Independent Pet Partners offers a one-stop pet experience with healthy, high-quality food products and treats and a range of pet services, including grooming, self-wash, pet parent education, and veterinary services. The Debtors also sell goods through their e-commerce platform with each of the Debtors' banners having its own standalone website. As of the Petition Date, the Debtors operated under four unique regional banners: Chuck and Don's, Kriser's Natural Pet, Loyal Companion, and Natural Pawz. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped McDonald Hopkins, LLC as general counsel, Young Conaway Stargatt and Taylor, LLP as co-counsel, Berkeley Research Group, LLC as co-chief restructuring officer, Houlihan Lokey Capital, Inc. as financial advisor and investment banker, and Omni Agent Solutions as notice, claims, and balloting agent. CION Investment Corporation; Main Street Capital Corporation; MCS Income Fund, Inc.; Newstone Capital Partners III, L.P; Newstone Capital Partners III-A, L.P.; and Newstone Capital Partners III-B, L.P., as DIP Lenders and Prepetition Lenders, are represented by Dechert LLP. Co-counsel to the DIP Lenders and Prepetition Lenders is Richards, Layton & Finger, P.A. Acquiom Agency Services, LLC, as administrative and collateral agent under the DIP facility and as Prepetition ABL Agent, and Prepetition Priming Agent, is represented by Paul Hastings, LLP. Wilmington Trust, National Association, as Prepetition DDTL Agent, is represented by Arnold & Porter Kaye Scholer LLP. INDIAN CANYON: Updates EMC's Bi-Weekly Fees; Files Amended Plan --------------------------------------------------------------- Indian Canyon & 18th Property Owners Association submitted an Amended Plan of Reorganization for Small Business dated February 13, 2023. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. Non-priority unsecured creditors shall be paid post-petition interest at the federal judgment rate. The allowed unsecured claims total $981,755.22. The Debtor shall continue to be engaged in the collection of parcel owner dues and the payment of common area expenses, including water and electrical services. It is the Debtor's intent for EcoMaster Corporation ("EMC") shall continue to assist in managing the Debtor by providing property management and accounting services for Debtor by way of assisting in the collection of monthly dues and paying the common area expense. Debtor and EMC estimate that EMC's bi-weekly fees will average between $4,661.00 and $5,576.00. EMC will invoice the Debtor bi-weekly, and the Debtor will pay EMC from funds on hand in the Debtor in Possession accounts, and the Debtor will pay EMC from funds on hand in the Debtor in Possession accounts. As of this date, no opposition to the EMC Motion has been filed or received. Assuming the Plan has been confirmed, General unsecured claims shall be paid annually commencing on December 31, 2023 through the last payment on either December 31, 2025 or December 31, 2027. In the event of a default, Debtor's non-exempt assets shall be liquidated and distributed in satisfaction of remaining Plan obligations. If the Plan is consensually confirmed under 11 U.S.C. section 1191(a), the Plan term shall be five years with unsecured creditors receiving 100% of their claims over the Plan term. If the Plan is non-consensually confirmed under 11 U.S.C. section 1191(b), the Plan shall be three years with unsecured creditors receiving 100% of their claims over the Plan term. A full-text copy of the Liquidating Plan dated February 13, 2023 is available at https://bit.ly/3Zf0sg3 from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Douglas A. Plazak, Esq. Reid & Hellyer APC 3685 Main Street, Suite 300 Riverside, CA 92501 Telephone: (951) 682-1771 Facsimile: (951) 686-2415 Email: dplazak@rhlaw.com About Indian Canyon & 18th Property Owners Association Indian Canyon & 18th Property Owners Association filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (C.D. Cal. Case No. 22-13378) on Sept. 6, 2022, with between $1 million and $10 million in assets and between $500,000 and $1 million in liabilities. Arturo Cisneros has been appointed as Subchapter V trustee. Judge Scott H. Yun oversees the case. The Debtor tapped Douglas A. Plazak, Esq., at Reid & Hellyer as bankruptcy counsel and Dinsmore & Shohl, LLP as litigation counsel. INDIE BREWING: Seeks to Hire Marton & Associates as Accountant -------------------------------------------------------------- Indie Brewing, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Marton & Associates as accountants. The Debtor requires accountants to prepare its 2022 Federal and State Limited Company (LLC) income tax returns. Marton & Associates will receive a flat fee of $5,000 plus of out-of-pocket expenses. David Marton, the principal of Marton & Associates, 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: David P. Marton, CPA Marton & Associates 30200 Agoura Road, Suite 250 Agoura Hills, CA 91301 Telephone: (818) 699-6511 Facsimile: (818) 699-6522 About Indie Brewing Indie Brewing LLC -- https://indiebrewco.com/ -- is a California-based brewing company. Indie Brewing sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 22-12633) on May 10, 2022. In the petition filed by Kevin M. O'Malley, member, Indie Brewing estimated between $500,000 and $1 million in both assets and liabilities. Judge Ernest M. Robles oversees the case. The Debtor tapped Michael S. Kogan, Esq., at Kogan Law Firm, APC as counsel and Marton & Associates as accountant. INFOVINE INC: Unsecureds to Get Share of Income for 60 Months ------------------------------------------------------------- InfoVine, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization for Small Business dated February 13, 2023. The Debtor is a targeted direct marketing company that provides organizations with a full range of print and digital media to inform, educate and inspire both existing and prospective customers. The Debtor values its assets at approximately $1,236,915.36, in the aggregate. Except for the cash, the assets are subject to the liens and encumbrances of various lenders. InfoVine has debts of approximately $3.9 million. This Plan of Reorganization proposes to pay Debtor's creditors from the cash flow generated in the ordinary course of the Debtor's business after confirmation. Class 23 consists of all other non-priority unsecured claims allowed under § 502 of the Code. The Debtor believes the aggregate amount of Class 17 claims is approximately $2.6 million. This class includes the following creditors: * Academy Bank, NA was listed in Schedule D at docket 43. Academy did not file a claim and cannot be identified by the Debtor. * Bank of the West was listed in Schedule D at docket 43. Bank of the West did not file a claim and cannot be identified by the Debtor. * Connext Financial was listed in Schedule D at docket 43. Connext Financial did not file a claim and cannot be identified by the Debtor. * TCF was listed in Schedule D at docket 43. TCF did not file a claim and cannot be identified by the Debtor. * Huntington National Bank was listed in Schedule D at docket 43. Huntington National Bank did not file a claim and cannot be identified by the Debtor. * Wells Fargo Equipment Finance was listed in Schedule D at docket 43. Wells Fargo Equipment Finance did not file a claim and cannot be identified by the Debtor. InfoVine will pay the projected disposable income for 60 months following the Effective Date to creditors in this class with allowed claims. InfoVine may pay such amounts calendar quarterly starting with the first full calendar quarter after the Effective Date. In month 60, InfoVine will make a final distribution to the class 23 creditors of $45,000. Class 24 consists of the equity security holders of the Debtor. The equity holders will retain the interest in the Debtor. A full-text copy of the Plan of Reorganization dated February 13, 2023 is available at https://bit.ly/3jWtn9D from PacerMonitor.com at no charge. Attorney for the Debtor: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About InfoVine Founded in 1999, InfoVine provides direct mail operations for both for-profit and non-profit organizations. InfoVine filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33393) on Nov. 15, 2022. In the petition filed by Lorena Igesias, as president and CEO, the Debtor reported assets and liabilities between $1 million and $10 million each. Judge Jeffrey P. Norman oversees the case. Brendon D Singh has been appointed as Subchapter V trustee. The Debtor is represented by Reese W Baker, Esq., at Baker & Associates. ISTANBUL REGO: Taps Law Offices of Alla Kachan as Counsel --------------------------------------------------------- Istanbul Rego Park, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Alla Kachan, PC. The Debtor requires legal counsel to: (a) assist in administering the Debtor's Chapter 11 case; (b) make such motions or take such actions as may be appropriate or necessary under the Bankruptcy Code; (c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deems appropriate; (d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiate with creditors in formulating a plan of reorganization; (f) draft and implement the Debtor's plan of reorganization; and (g) render such additional services as the Debtor may require in this case. The firm will be paid at these rates: Attorney $475 per hour Clerks and Paraprofessionals $250 per hour In addition, the firm will receive reimbursement for expenses incurred. The Debtor paid the firm an initial retainer of $3,000. Alla Kachan, Esq., a member of the Kachan Law Office, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Istanbul Rego Park Istanbul Rego Park, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-43000) on Dec. 2, 2022, with as much as $1 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by the Law Offices of Alla Kachan, PC. JENNY CRAIG: Works With Miller Buckfire as Debt Maturity Nears -------------------------------------------------------------- Reshmi Basu and Rachel Butt pf Bloomberg News report that Jenny Craig Inc. is working with restructuring adviser Miller Buckfire & Co to help the weight-loss company deal with looming debt maturities that are clouding its performance, according to people with knowledge of the situation. The HIG Capital-backed company has a first-lien term loan due in October 2024, filings of CION Investment Corp. show. CION, which held around $11.8 million of the loan, marked its stake at around 80% of par value in the third quarter. Brightwood Capital Advisors is also a lender, said the people, who asked not to be named discussing private information. About Jenny Craig Based in Carlsbad, California, Jenny Craig, Inc., often known simply as Jenny Craig, is an American weight loss, weight management, and nutrition company. The company has more than 700 weight management centers in Australia, the United States, Canada, and New Zealand. On the Web: http://jennycraig.com/ MARKAM TRANSPORT: Unsecureds to Get Share of Litigation Trust ------------------------------------------------------------- Markam Transport, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Subchapter V Plan of Liquidation dated February 13, 2023. The Debtor was established in 2010 to operate an over-the-road trucking business using tractors and trailers leased from Leasing, its then-affiliate. As of September 14, 2022, the Debtor had approximately 14 tractors, 14 trailers, and 5 stingers and flips. Of the fourteen tractors, 7 are in need of new engines or have been repaired and are subject to mechanic's liens for the repair costs. Prior to the Petition Date, the Debtor sold two trailers for $70,000 each, which were listed on TruckPaper.com for $74,0000, retiring its obligation to Bank Capital. The Debtor continues to liquidate its business from its main location as well as its leased yard space located at 25421 Sherwood, Warren, Michigan 48091 (the "Yard"). The Debtor filed for bankruptcy protection under Subchapter V of Chapter 11 of the United States Code on November 14, 2022 after the Macomb County Circuit Court, State of Michigan, entered an order requiring Debtor to turn over the Huntington Equipment Collateral to Huntington. The purpose of this Case to effectuate a value maximizing liquidation. Since the Petition Date, the Debtor has continued to liquidate its assets for the benefit of the estate and all parties-in-interest. Class VI consists of Holders of Allowed Unsecured Claims. The members of this Class VI shall receive a Pro Rata distribution of their Allowed Unsecured Claims from the corpus of the Litigation Trust in accordance with the Litigation Trust after all payments required hereunder to Creditors in Groups I and II and Class I. This Class VI is Impaired. The Litigation Trust shall be established for the benefit of Creditors in Group I, Group II, and Classes I, III, IV, and VI. The Litigation Trust shall be effective as of the later of (i) the Effective Date or (ii) or the date on which a fully executed copy of the Litigation Trust is filed with this Court. The corpus of the Litigation Trust shall be comprised of all Cash and Causes of Action that have not been or will not be released prior to the Effective Date or as provided in this Plan. Class VII consists of all Allowed Interests. The members of Class VII shall not receive any distribution whatsoever and their Interests shall be cancelled as of the Effective Date of the Plan. Notwithstanding the forgoing cancellation of the Interests, the Reorganized Debtor shall continue to exist after the cancellation, for the purposes of selling the remaining equipment and cooperating with the Litigation Trust to (a) implement and effectuate the distribution of assets in accordance with the priorities set forth in this Plan and (b) assist with the prosecution of any Causes of Action. The Debtor reasonably believes that ongoing operations as contemplated by this Plan shall be sufficient to fund Debtor's operations while liquidating its business. Any funds received by the Reorganized Debtor, after liquidating expenses and in excess of $10,000, at the end of each month will be promptly transferred to the Litigation Trust on a monthly basis. A full-text copy of the Liquidating Plan dated February 13, 2023 is available at https://bit.ly/3YZ85Xs from PacerMonitor.com at no charge. Attorneys for Debtor: Joseph K. Grekin, Esq. John J. Stockdale, Jr., Esq. Schafer and Weiner, PLLC 40950 Woodward Avenue, Ste. 100 Bloomfield Hills, MI 48304 Telephone: (248) 540-3340 Email: jstockdale@schaferandweiner.com About Markam Transport Markam Transport, Inc., is a company in Grosse Pointe, Mich., which operates in the general freight trucking industry. Markam Transport sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48936) on Nov. 14, 2022, with up to $10 million in both assets and liabilities. Andrew Mark Donatiello, president of Markam Transport, signed the petition. Schafer and Weiner, PLLC, serves as the Debtor's legal counsel. MEDAILLE UNIVERSITY: S&P Lowers 2018 Revenue Bonds Rating to 'BB-' ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on Buffalo & Erie County Industrial Land Development Corp., N.Y.'s $9.2 million series 2018 revenue bonds, issued for Medaille University, to 'BB-' from 'BB'. The outlook is negative. "The downgrade and negative outlook reflect our view of ongoing governance risks due to instability in key management positions and a noncompliance warning issued by the university's accreditor," said S&P Global Ratings credit analyst Vicky Stavropoulos. "The downgrade and negative outlook also reflect Medaille's trend of enrollment declines and weakened balance sheet, particularly related to cash and investments over the past few years and increase in long-term debt due to $18.5 million in operating lease liabilities associated with Phase II of its sports complex that have deteriorated balance sheet metrics relative to debt." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Governance structure MESA TERRACE: Seeks to Hire Vial Fotheringham as Special Counsel ---------------------------------------------------------------- Mesa Terrace Condominium Association seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Vial Fotheringham, LLP as special counsel. The Debtor needs the firm's legal assistance in connection with a pending litigation and various Homeowners Association issues. The firm will charge $100 to $150 per hour for paralegal services, and $350 per hour for the services of its attorneys. As disclosed in court filings, Vial Fotheringham is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christina Morgan Vial Fotheringham, LLP 2266 S. Dobson Rd, Suite 100 Mesa, AZ 85202 Tel: (480) 448-1334 Fax: 480-269-9851 Email: arizona@vf-law.com About Mesa Terrace Condominium Association Mesa Terrace Condominium Association filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-04590) on July 14, 2022, with up to $1 million in both assets and liabilities. Michael W. Carmel has been appointed as Subchapter V trustee. Judge Brenda Moody Whinery oversees the case. D. Lamar Hawkins, Esq., at Guidant Law, PLC and Vial Fotheringham, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. MILLER HOME: Gets OK to Hire Stuart J. Carr as Bankruptcy Counsel ----------------------------------------------------------------- Miller Home Repair Remodeling & Design, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Stuart Carr, Esq., an attorney practicing in Aurora, Colo., as its counsel. Mr. Carr will render these services: (a) advise the Debtor with respect to its powers and duties; (b) aid the Debtor in the development of a Chapter 11 plan of reorganization; (c) file the necessary petitions, pleadings, reports, and action that may be required in the continued administration of the Debtor's property; (d) take necessary actions to enjoin and stay until a final decree herein the continuation of pending proceedings and to enjoin and stay until a final decree herein the commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. Section 362; (e) perform all other legal services for the Debtor as may be necessary herein; and (f) coordinate the administration of this estate with counsel to individual debtor Walter Kevin Miller if Mr. Miller elects file a petition under Title 11. Mr. Carr's current hourly rate is $185 per hour with the likelihood that such rate will increase to $200 per hour effective August 1, 2023. Mr. Carr, together with his prospective co-counsel Jan L. Hammerman, was paid the amount of $5,000 prior to the petition. The attorney disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Stuart J. Carr, Esq. Stuart J. Carr, PC 2851 S. Parker Rd., Suite 710 Aurora, CO 80014 Telephone: (303) 369-1915 Email: stuartjcarr@hotmail.com About Miller Home Repair Remodeling & Design Miller Home Repair Remodeling & Design, LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10347) on Feb. 1, 2023, listing up to $50,000 in assets and up to $1 million in liabilities. Stuart J. Carr, Esq., serves as the Debtor's counsel. MURPHY CREEK: Secured Creditors Oppose Exclusivity Extension ------------------------------------------------------------ Murphy Creek Estates Funding, LLC and two other secured creditors of Murphy Creek Estates, LLC have urged a bankruptcy court to end the company's exclusive control of its Chapter 11 case now. In filings with the U.S. Bankruptcy Court for the District of Colorado, Lance Henry, Esq., one of the attorneys for the secured creditors, argued it is unlikely Murphy Creek will be able to file a feasible plan of reorganization. Last month, Murphy Creek requested an extension of its exclusive periods to file a bankruptcy plan and solicit votes on the plan to May 17 and July 17, respectively. The company said it will use the extension to negotiate with potential buyers for its real properties to replace its sale contract with DFH Mandarin, LLC before filing a plan. "[Murphy Creek] could and should have known months ago that its contract with DFH Mandarin, LLC was dead," Mr. Henry said. "With no income and no employees, it would be infeasible for [Murphy Creek] to perform the obligations necessary to close on any sale of its two properties." The attorney said the secured creditors are prepared to file their own plan if the court denies the extension, one that pays administrative claims and unsecured creditors in full. About Murphy Creek Estates Murphy Creek Estates, LLC, a company in Greenwood Village, Colo., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-13594) on Sept. 19, 2022, with up to $10 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. The Debtor is represented by Bonnie Bell Bond, Esq., at the Law Office of Bonnie Bell Bond. NABORS INDUSTRIES: Fitch Gives CCC Rating on Unsec. Notes Due 2029 ------------------------------------------------------------------ Fitch Ratings has assigned a 'CCC'/'RR6' rating to Nabors Industries, Inc.'s (Nabors) proposed unsecured convertible notes due 2029. Nabors intends to use the proceeds from the notes to redeem all of the outstanding 9.00% senior priority guaranteed notes (SPGN) due 2025. Any excess proceeds will be used for general corporate purposes which may include additional debt repayment. Nabors' 'B-' Issuer Default Rating reflects the improving U.S. drilling environment which should enhance EBITDA and FCF generation in 2023, stronger credit metrics, continued gross debt reduction, proactive management of the maturity profile and adequate liquidity profile. These factors are partially offset by the company's large note maturities starting in 2026-2028, which Fitch expects will likely need to be refinanced through capital markets. A potential decline in rig activity and dayrates could deteriorate cash flow and limit near-term gross debt reduction. Furthermore, the company's complicated capital structure and current high interest rate environment could limit refinancing options. KEY RATING DRIVERS Favorable Convertible Note Issuance: Fitch views the company's proposed convertible note issuance favorably given the low coupon which should improve interest expense and long-dated maturity in 2029. Nabors is also proactively addressing its near-term maturity wall as proceeds are expected to be used to fully redeem the 9.00% SPGN notes due February 2025. The company will have approximately $475 million of 2025 maturities remaining which Fitch believe the majority will be repaid with FCF. Fitch also expects improved recovery for the company's priority guaranteed notes (PGN), following successful redemption of the 9.00% SPGN notes, which could result in a positive recovery rating action on the priority guaranteed notes. Improving U.S. Activity, Utilization: Fitch expects Nabors' U.S. drilling segment will improve through 2023 as the company was able to re-price the majority of its existing contracts at leading-edge dayrates in 2022. Nabors' U.S. lower 48 (L48) quarterly average rig count improved to 95 in 4Q22 from an average of 92 in 3Q22, and the company's gross margins improved to over $14,500 in 4Q22, which should persist through 2023, as dayrates have increased into the $30,000 range. Nabors forecasts L48 quarterly average rig count to increase by approximately one rig in 1Q23 and to improve to over 100 in 2023, as the demand for incremental super-spec rigs remains strong, given current market tightness. Fitch believes Nabors' U.S. segment will be the primary driver of stronger EBITDA and FCF generation in 2023, despite inflationary cost pressures. Stronger FCF Generation: Fitch's base case forecasts positive FCF generation of over $300 million for Nabors in 2023, which could improve and continue into 2024 if current favorable industry dynamics persist. Nabors forecasts capex of approximately $490 million for 2023, including approximately $180 million supporting the Saudi Aramco joint venture (JV) newbuild program. The JV deployed its first newbuild program startup rig in early July 2022 and the second in December 2022. Management expects the newbuild program will generate five rigs annually, with each rig contributing approximately $10 million of annual EBITDA. Fitch expects FCF will improve alongside rig count and utilization rate increases, but capex may increase, and higher dayrates may be required to bring idled rigs back to service, particularly after the company reaches 111 rigs in L48. Fitch expects management will prioritize FCF first toward reduction of the 2023 notes and then toward the 2024 exchangeable notes and 2025 senior unsecured notes. Fitch forecasts improvements in leverage as activity increases and FCF is allocated toward gross debt reduction, which should help the company address its maturity profile and maintain access to capital markets. Medium-Term Refinance Risk: Fitch believes there is medium-term refinance risk, given the company's large note maturities starting in 2025-2028. The company does have options to address its near-term maturities, including the 2025 senior notes, through a combination of FCF generation, common equity issuance and accessing the debt capital markets, given capacity at the SPGN and PGN levels. Fitch believes the company will generate enough FCF to repay all of the 2023 and 2024 notes with cash on hand and a majority of the 2025 notes. This will leave the company with approximately two years of runway to address the remainder of the 2025 and 2026 notes, which Fitch believes is enough time to generate meaningful FCF and position the company to refinance or pay down the maturities in 2026-2028, especially if the company starts receiving distributions from the JV. Negative trends in the drilling environment and a reduction in expected FCF generation, combined with the complicated capital structure, could present difficulty accessing capital markets to refinance debt in the medium term. Debt Reduction Continues: Nabors continues to reduce its absolute debt load, which has improved gross leverage. The company reduced its total outstanding notes balance by approximately $220 million through 3Q22, and reduction is expected to continue into 2023 as FCF proceeds are applied toward the 2023, 2024 and 2025 notes. Fitch forecasts debt/EBITDA will reach 2.5x in 2023 and could improve thereafter if strong market conditions persist. International Segment Stability, Limited Access: Nabors' international drilling segment exhibited resilience through the cycle, but a considerable portion of international EBITDA is generated through the Saudi Aramco JV, from which Nabors has a limited ability to extract cash in the near term. Double-digit EBITDA growth is expected for the JV as newbuilds are deployed, and Fitch believes the JV will reach its FCF inflection point in 2024. Fitch believes Nabors could receive distributions from the JV in 2025, although the timing and magnitude of distributions remains uncertain. International segment average rig count steadily improved to 76 rigs in 4Q22 from 71 in 4Q21 but did not experience as significant a decline in rig activity during 2020 compared with the U.S. segment. International margins have historically been slightly higher than U.S. margins, and the longer term of the contracts provide for more certainty on future utilization. Daily rig margin remained relatively resilient overall and has increased to $14,902 in 4Q22, up slightly from $14,589 in 3Q22. DERIVATION SUMMARY Fitch compares Nabors with Precision Drilling Corporation (B+/Stable), which is also an onshore driller with exposure to the U.S. and Canadian markets. It is estimated that Nabors has the third-largest market share in the U.S. at approximately 12%, compared with Precision at 8%. Nabors' gross margins in the U.S. are higher than Precision's margins, which are aided by its offshore and Alaskan rig fleet, which operate at significantly higher margins. Precision has the highest market share in Canada, while Nabors' Canadian assets were sold in July 2021 for approximately $94 million. Nabors has a significant international presence, which typically has longer-term contracts, partially negating the volatility of the U.S. market. Precision has stronger credit metrics and a more extended maturity profile than Nabors, while the liquidity profiles are relatively similar. Both companies are expected to generate FCF over their respective forecast periods and use cash to reduce debt. KEY ASSUMPTIONS - WTI oil price of $81/bbl in 2023, $62/bbl in 2024 and $50/bbl in 2025 and thereafter; - Henry Hub natural gas price of $5.00/mcf in 2023, $4.00/mcf in 2024, $3.00/mcf in 2025 and $2.75/mcf thereafter; - Double-digit revenue and EBITDA growth in 2023 followed by high single-digit growth thereafter; - Capex of $490 million in 2023 with growth-linked increases thereafter; - FCF is expected to be positive with the expectation that FCF proceeds will be used to reduce gross debt. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Proactive management of the maturity profile that reduces medium-term refinance risks; - Positive FCF generation with proceeds applied to reduce of total gross debt toward $2.0 billion; - Mid-cycle debt/EBITDA below 3.5x on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Inability to reduce gross debt and proactively manage the maturity schedule leading to heightened refinance risks; - Inability to access the revolving credit facility or other material reductions in liquidity; - Mid-cycle debt/EBITDA greater than 4.5x on a sustained basis. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Cash attributable to Nabors at 4Q22 was approximately $148 million which is net of approximately $303 million the Saudi Aramco JV and not available to Nabors. The company also had full availability under its $350 million secured revolving credit facility which also includes an accordion feature for an additional $100 million of commitments, subject to lender approval. The revolver matures in January 2026, but is subject to springing maturity dates if certain issues of the company's 2023, 2024 and 2025 notes remain outstanding before their respective maturity dates. The facility is also subject to financial covenants including minimum interest coverage of 1.875x in 3Q22 which tightens to 2.75x by 2Q24 and a requirement that certain guarantors own a minimum of 90% of the consolidated PP&E of the company. Fitch believes Nabors will be able to address its near-term maturities to avoid a springing maturity on the revolver and forecasts the company to remain within covenants in the base case. KEY RECOVERY RATING ASSUMPTIONS - The recovery analysis assumes Nabors would be reorganized as a going-concern in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim. Going-Concern Approach Nabors' going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The going-concern EBITDA assumption for commodity sensitive issuers at a cyclical peak reflects the industry's move from top of the cycle commodity prices to mid-cycle conditions and intensifying competitive dynamics. The going-concern EBITDA assumption equals EBITDA estimated for 2025, which represents the emergence from a prolonged commodity price decline. Fitch assumes WTI oil prices of $42/bbl in 2023, $32/bbl in 2024, $42/bbl in 2025 and $45/bbl for the long term. The going-concern EBITDA assumption reflects a loss of customers and lower margins, as E&P companies cut rigs and pressure oil service firms to reduce operating costs. The EBITDA assumption also incorporates the structural weakness outside of the Saudi Aramco JV and overall high rig supply, but improving demand. The assumption reflects corrective measures taken in the reorganization to offset adverse conditions that triggered default, such as cost-cutting and optimal deployment of assets. An enterprise value multiple of 4.0x EBITDA is applied to going-concern EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: The historical bankruptcy case study exit multiples for peer energy oilfield service companies have a wide range with a median of 6.1x. The oil field service sub-sector ranges from 2.2x to 42.5x due to the more volatile nature of EBITDA swings in a downturn. Fitch used a multiple of 4.0x to estimate a value for Nabors because of concerns of a downturn with a longer duration, a high mix of international rigs that are not easily mobilized and continued capital investment to remain competitive with peers to maintain high quality and technologically advanced rigs for operators. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch assigns a liquidation value to each rig based on management discussions, comparable market transaction values, and upgrades and new build cost estimates. Different values were applied to top of the line super spec rigs, lower-value super spec rigs, non-super spec rigs, and higher value international rigs. The secured credit facility is assumed to be fully drawn upon default and is super senior in the waterfall. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' for the secured credit facility, a recovery of 'RR2' for the SPGN notes, which are subordinated to the secured credit facility, and a recovery of 'RR5' for the PGN notes, which are subordinated to the SPGN notes. The senior unsecured notes result in a recovery of 'RR6'. ISSUER PROFILE Nabors is one of the largest drilling contractors in the world with operations in both the U.S. and International markets. Nabors also owns a Drilling Solutions business that offers specialized drilling technologies that enhance drilling performance and wellbore placement. 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 ----------- ------ -------- Nabors Industries, Inc. senior unsecured LT CCC New Rating RR6 NATIONAL MENTOR: S&P Affirms 'B-' ICR, Outlook Negative ------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on, including its 'B-' issuer credit rating. The outlook is negative. The negative outlook reflects the risk that Sevita's EBITDA is weaker than expected, likely due to higher wages and restructuring expenses, causing S&P to expect persistent cash flow deficits through 2023 and into 2024. S&P said, "We expect Sevita to generate free cash flow in the second half of 2023 and 2024, as operating results improve and restructuring and acquisition related expenses decline. The company is dealing with rising wages (due to a tight labor market, requiring the heightened use of overtime and contract staffing) and elevated expenses related to recent acquisitions and restructuring. This resulted in contracted EBITDA and about a $90 million cash flow deficit in 2022, compared to our prior expectations of essentially flat cash flow. However, we expect the hiring front will improve in 2023 from a softening labor market, lessening the need for overtime and contract labor. We expect Sevita's volume to increase as its staffing improves, given the high demand for its services. We believe integration expenses will continue to roll off since the company has mostly paused acquisitions and one-time COVID-19-related expenses will materially decline. Moreover, some rate increases will take effect in 2023, improving both margins and ability to hire staff. These trends will help Sevita to generate positive free cash flow in the second half of 2023, and we expect this to continue in 2024." The negative outlook reflects the risk that volatile operating costs, higher interest expense, and working capital outflows could lead to wider cash flow deficits and reduced liquidity through 2023. Sevita missed EBITDA expectations in recent years because it was forced to increase use of expensive overtime and contract labor to meet required staffing levels in its facilities. The company also could not fulfill demand due to staffing shortages. There is risk that labor force participation could remain low in 2023 and that Sevita has to continue to increase wages in order to attract talent, ahead of State rate increase, or use more costly agency staff and overtime. This could burden EBITDA and perpetuate cash flow deficits. States may also continue to push service providers like Sevita to pass rate increase to caregivers, providing limited benefit to Sevita beyond the potential for better hiring and volume to capture economies of scale. S&P said, "Lastly, interest rates could exceed our expectations and stay high for longer, which in combination with other factors could induce cash flow deficits. If one or more of these risk factors come to fruition, Sevita's liquidity could be pressured, and we could view the capital structure as unsustainable." Sevita's improved liquidity position, while sufficient for its near-term needs, leaves little flexibility for operational missteps. The company has entered into a sale-and-leaseback on its vehicle program as well as obtaining a new accounts receivable facility (lower interest rate than its revolver) to pay off its revolver balance. This has increased liquidity to about $188 million—most of the revolver balance, about $25 million accounts receivable facility, and minimal cash--at the end of December 2022 (first quarter of 2023). S&P said, "We expect, in our base case, that Sevita has full access to its revolving credit facility. Sevita has an 8.5x springing net first-lien leverage covenant on its revolver, triggered when the company draws on more than 35% of the commitment. We expect it will remain in compliance with headroom of at least 15%. As of Sept. 30, 2022, covenant leverage was 7.1x, with about $130 million availability under its revolving credit facility. Sevita's revolver matures in 2026 and first lien term loan in 2028, so we believe the company can improve its cash flow generation ahead of refinancing. The company also has mandatory annual amortization of about $18 million. That said, Sevita has minimal cash on hand, and liquidity could be constrained if the company's cash flow deficits persist longer than expected, consuming availability under the revolver." S&P said, "Our view of Sevita's business reflects its narrow focus in the highly fragmented behavioral health and developmental disability-related services, with a concentration in Medicaid reimbursement. Community Support Services is by far its largest segment (about 65%-70% net revenues), in which Sevita holds a low-single-digit percent share in a highly fragmented market with little service differentiation among the players. Although the company operates with a somewhat diverse payer mix by state, with the top five representing less than 50% of total revenues, it generates about 85%-90% of its revenues from government payers (primarily Medicaid) and 10%-15% from nongovernment. Medicaid typically reimburses at a lower rate than other payers, and rate increases can be delayed due to state budgetary constraints. The company's concentration in Medicaid and low margins leave little room for fluctuation in expenses. "Partly offsetting some of these risks, we believe demand for Sevita's services will remain high since it is the largest provider in the country with a track record of doing business across various states. The company has better economies of scale relative to many of its competitors, which are often local, independent providers. Furthermore, we expect labor market conditions will improve for low-skilled caregivers over time as the labor market softens amid the expected economic downturn in 2023. "The negative rating outlook reflects the risk that Sevita's free cash flow deficits will persist longer than expected, further weakening its liquidity position and increasing the likelihood that the capital structure is unsustainable." S&P could lower its rating on Sevita if there is no significant improvement in cash flow generation in 2023, leading to: -- A further weakening of liquidity to less than $120 million; or -- S&P's view that the capital structure is unsustainable. S&P could revise its outlook to stable if: -- Cash flow deficits significantly improve or reverse; and -- S&P expects free cash flow will comfortably cover fixed charges, including annual debt amortization. ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Sevita. 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 the generally finite holding periods and a focus on maximizing shareholder returns." NOVABAY PHARMACEUTICALS: Hudson Bay, Sander Gerber Have 9.9% Stake ------------------------------------------------------------------ Hudson Bay Capital Management LP and Sander Gerber disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2022, they beneficially own 225,909 shares of Common Stock of NovaBay Pharmaceuticals, Inc., issuable upon exercise of warrants and/or conversion of shares of convertible preferred stock, representing 9.99 percent of the Shares outstanding. The percentage was calculated based upon 2,035,444 shares of Common Stock outstanding as of Dec. 22, 2022, as reported in the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on Dec. 30, 2022. Pursuant to the terms of the Securities, the Reporting Persons cannot exercise or convert such Securities if the Reporting Persons would beneficially own, after such exercise or conversion, more than 9.99% of the outstanding shares of Common Stock. The percentage and the number of shares of Common Stock for each Reporting Person give effect to the 9.99% Blocker. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1389545/000139382523000133/nby_13ga.htm About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- develops and sells scientifically created and clinically proven eyecare and skincare products. NovaBay's leading product, Avenova Antimicrobial Lid & Lash Solution, is often prescribed by eyecare professionals for blepharitis and dry-eye disease and is also available directly to eyecare consumers through online distribution channels such as Amazon. DERMAdoctor offers more than 30 OTC dermatologist-developed skincare products through the DERMAdoctor website, well-known traditional and digital beauty retailers, and international distributors. NovaBay also manufactures and sells effective, yet gentle and non-irritating wound care products. Novabay reported a net loss and comprehensive loss of $5.82 million for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $11.04 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $22.37 million in total assets, $8.59 million in total liabilities, and $13.78 million in total stockholders' equity. PARLEE CYCLES: Seeks to Hire Madoff & Khoury as Bankruptcy Counsel ------------------------------------------------------------------ Parlee Cycles, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Madoff & Khoury LLP to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Partners $415 – $450 Associates $315 Paralegals $160 Administrative Staff $160 The firm received a retainer in this case in the amount of $29,640.50, of which, $7,902.50.00 was drawn for prepetition services. David Madoff, Esq., a partner at Madoff & Khoury, 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: David B. Madoff, Esq. Madoff & Khoury LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Telephone: (508) 543-0040 Facsimile: (508) 543-0020 Email: alston@mandkllp.com About Parlee Cycles Parlee Cycles, Inc. was founded in 2000 by its principal, Bob Parlee. Parlee Cycles, a manufacturer of high-performance bikes located in Beverly, Massachusetts, pioneered a unique process to create the first fully customizable carbon-fiber road racing frames. Parlee prides itself on leading the industry with breakthrough designs and innovations to improve the ride quality and performance of road bicycles. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banker. D. Mass. Case No. 23-10161) on February 6, 2023. In the petition signed by Robert K. Parlee, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Christopher J. Panos oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP represents the Debtor as legal counsel. PARLEE CYCLES: Starts Subchapter V Bankruptcy Case -------------------------------------------------- Parlee Cycles Inc. filed for chapter 11 protection in the District of Massachusetts. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor was founded in 2000 by its principal, Bob Parlee. Parlee Cycles, a manufacturer of high-performance bikes located in Beverly, Massachusetts, pioneered a unique process to create the first fully customizable carbon-fiber road racing frames. Parlee prides itself on leading the industry with breakthrough designs and innovations to improve the ride quality and performance of road bicycles. The Debtor has three secured creditors asserting liens on substantially all of its assets, which are, in order of priority: (a) Bank Gloucester, which is currently owed approximately $876,711; (b) Mass Growth Capital Corp., which is owed approximately $52,631; and (c) the U.S. Small Business Association, which is owed$2,060,000 in connection with an EIDL loan obtained during the Covid pandemic. The Debtor believes that a portion of the SBA debt may be underscored. The Debtor's only other secured creditor is Beneficial/New Lane Finance (formerly Encore Leasing), which is owed approximately $2,600, secured by a cutting machine used to cut carbon fiber. The Debtor has approximately $1.2 million in general unsecured debt (not including the SBA unsecured portion), comprised primarily of vendor/trade debt. In addition, the Debtor has approximately $125,000 in obligations to customers for deposits on bicycles and other merchandise, a large portion of which is entitled to priority under Section 507(a)(7) of the Code. The Debtor anticipates filing a plan that proposes to deliver such creditors the merchandise they ordered. In 2021, the Debtor had sales of approximately $4.7 million, but sustained losses of approximately $250,000. In 2022, the Debtor's sales decreased dramatically to approximately $3.6 million, but sustained losses of $523,000. The Debtor attributes the loss in sales, and the subsequent need for this Chapter 11, to a series of events related primarily to the supply-chain crisis brought on by Covid. In 2021 and 2022, the Debtor had open orders of approximately $2 million, most of which it could not fill because vendors, who were primarily in Asia, could not deliver the materials that the Debtor needed to manufacture the bikes. By the time the materials were delivered, the sales disappeared. The Debtor believes that, by reducing and restructuring its debt under Chapter 11, it will return to profitability. According to court filings, Parlee Cycles estimates $1 million to $10 million in debt to 50 to 99 creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 15, 2023 at 2:00 p.m. About Parlee Cycles Parlee Cycles, Inc., was founded in 2000 by its principal, Bob Parlee. Parlee Cycles, a manufacturer of high-performance bikes located in Beverly, Massachusetts, pioneered a unique process to create the first fully customizable carbon-fiber road racing frames. Parlee prides itself on leading the industry with breakthrough designs and innovations to improve the ride quality and performance of road bicycles. Parlee Cycles sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banker. D. Mass. Case No. 23-10161) on Feb. 6, 2023. In the petition signed by Robert K. Parlee, president, the Debtor disclosed up to $10 million in both assets and liabilities. David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtor's legal counsel. PARTY CITY: A&G to Auction 12 Leases as Part of Restructuring ------------------------------------------------------------- A&G Real Estate Partners, in its capacity as real estate advisor to Party City Holdco Inc. (PCHI), on Feb. 16 announced plans to auction 12 Party City leases in seven states -- the first tranche to become available as part of PCHI's expedited financial restructuring. "Given the high cost of new construction in today's marketplace, the lack of new development, and the strong attributes of many of these Party City locations, we expect good interest from local and regional tenants who see this as an opportunity to open in a fully built-out retail box and begin doing business within three months," said Andy Graiser, Co-President of A&G. The New York-based real estate advisory and services firm will be auctioning additional leases in the weeks ahead, with the total number depending on the outcome of ongoing negotiations between A&G and Party City landlords. A&G's role also includes advising on lease portfolio strategy as Party City looks to strengthen its financial position by reducing its debt and optimizing its capital structure and liquidity. The restructuring is expected to be completed in the second quarter of 2023. Marc Ehle, Party City's EVP of Enterprise Operations, added, "Our work on our lease portfolio is moving very quickly, with a plan for us to exit locations that do not meet the key financial metrics required for our go-forward fleet." The initial leases being offered are located in: * New York (Manhattan, The Bronx, Buffalo, Irondequoit) * Missouri (St. Joseph, Belton) * Michigan (Ft. Gratiot, Benton Harbor) * Oklahoma (Lawton) * Oregon (Corvallis) * Mississippi (Jackson) * West Virginia (Martinsburg) The 12 stores range in size from 9,000 to 28,000 square feet. Some are freestanding, while others are in power centers, strips, or city street locations. "This size range remains hot, which is part of why this is such a great opportunity for retailers to take a Party City lease and expand into hard-to-penetrate markets, centers, and regions," said A&G Senior Managing Director Mike Matlat. "We have a wide variety of users who have begun showing interest, including gyms, dollar stores, local retail operators, furniture users, local specialty retailers, and non-retail users such as medical," added A&G Managing Director Alexandra Graiser. For additional details, including auction deadlines and remaining lease terms for individual locations, contact Mike Matlat, (631) 465-9508, mike@agrep.com, or Alexandra Graiser, (631) 465-9514, alexandra@agrep.com. Media Contacts: At Jaffe Communications, Elisa Krantz, (908) 789-0700, 353972@email4pr.com. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. On Jan. 17, 2023, Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90005). Party City Holdco disclosed total assets of $2,869,248,000 against total debt of $3,022,960,000 as of Sept. 30, 2022. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as legal counsels; Moelis & Company, LLC as investment banker; A&G Realty Partners as real estate consultant; and AlixPartners, LLP as restructuring advisor. David Orlofsky, managing director at AlixPartners, serves as the Debtors' chief restructuring officer. Kroll Restructuring Administration, LLC is the claims, noticing and solicitation agent. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. PCL PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: PCL Properties, LLC 305 E. Seneca Street Oswego NY 13126 Business Description: The operation of the Debtor is limited to leasing of storage space, commerical space and vacant land. Chapter 11 Petition Date: February 16, 2023 Court: United States Bankruptcy Court Northern District of New York Case No.: 23-30066 Debtor's Counsel: Dirk Oudemool, Esq. DIRK J. OUDEMOOL, ESQ. 333 E. Onondaga St Suite 600 Syracuse NY 13202 Tel: (315) 474-7447 Email: dirkj5640@outlook.com Total Assets: $6,132,011 Total Liabilities: $5,493,290 The petition was signed by Jeff Holbrook as sole member. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QY7QJ3Q/PCL_Properties_LLC__nynbke-23-30066__0001.0.pdf?mcid=tGE4TAMA PG&E CORP: Class Members Urge Court to Toss 'Backdoor Deal' ----------------------------------------------------------- Nearly 700 members of a proposed class suing the PG&E Corp. for allegedly defrauding investors by causing wildfires have urged a federal judge in San Jose, California, not to approve a settlement negotiated by the class representative, calling the bid a "backdoor deal" that will undermine the bankruptcy claims process. The nearly 700 unnamed members of the putative class who are represented by Rolnick Kramer Sadighi LLP are asking the U.S. District Court for the Northern District of California to intervene in the action for the purpose of opposing the announced intention of putative class representative Public Employees Retirement Association of New Mexico ("PERA") to move for (i) dissolution of the Court's order to stay the securities class action pending resolution of the bankruptcy proceedings in the United States Bankruptcy Court for the Northern District of California titled In re PG&E Corporation, et al., No. 19-30088, and/or (ii) preliminary approval to settle the class action. The Movants seek to disrupt a coordinated tactic by PERA, defendants PG&E Corporation and Pacific Gas and Electric Company (together, "PG&E"), and the PG&E director and officer defendants named in the Action to dispose of this Action without the participation of, or consent from, the Movants by performing an end-run around Court-ordered alternative dispute resolution ("ADR") procedures that were insisted upon by PG&E in the Bankruptcy, ordered by the Bankruptcy Court, and which this Court agreed are "in the interest of efficiency." The Bankruptcy Court twice refused PERA's requests to certify a class for the purpose of resolving claims in the Bankruptcy in lieu of the ADR procedures that would compel PG&E to address the plaintiffs' claims on an individual basis, explaining that unlike a class action resolution, the ADR procedures would "assur[e] some claimants will have an opportunity to recover some of their losses quickly and inexpensively." The District Court then stayed the Action sua sponte to allow the ADR procedures to play out, and to avoid proceeding on "a piecemeal basis." Hundreds (if not thousands) of Putative Class members relied on those court orders, and in good faith retained separate counsel of their choice, filed individual claims against PG&E's estate, and pursued those claims in the Bankruptcy. According to the Movants, but rather than engage in good-faith negotiations with those Putative Class members as mandated by the Bankruptcy Court, PG&E now apparently favors a backdoor deal with PERA that will completely upset the ongoing Bankruptcy claims process, impose significant delay, and complicate what would otherwise be a simple, one-track process for resolution of the Bankruptcy claims. "Prejudice and confusion would result from even preliminary approval of a proposed settlement between PERA and the Individual Defendants that would grant a release of all claims against PG&E, including the proofs of claim filed in the Bankruptcy. Such a settlement would render the Bankruptcy claimants' considerable efforts moot and would also necessarily create a two-track resolution process that would be extremely difficult and burdensome to administer, in which hundreds of overlapping claimants in the Bankruptcy and the class action would have to select one of the two settlement vehicles, and give rise to a risk of double recovery. Both this Court and the Bankruptcy Court have found that the ADR procedures are the superior and most efficient method of adjudicating these claims. A motion for preliminary approval of a settlement on a class basis would act as a de facto reconsideration motion of both Courts' prior determinations, which should not be permitted and certainly should not serve as a justification for lifting the Court-imposed stay on the Action," Lawrence M. Rolnick, counsel for the Movants, explained in court filings. "Even if the Court were to consider a motion for preliminary approval, the Court should permit the Movants to submit a timely opposition prior to rendering any decision. A settlement that is the product of this apparent collusion between PERA and the Defendants is not entitled to a presumption of fairness or reasonableness, and the Movants' claims in the Action are substantial, totaling approximately $2.7 billion and accounting for over one quarter of all claims filed in the Bankruptcy against PG&E, representing an interest that is far larger than PERA's in the Action. PERA has no authority to negotiate those claims away, and the proposed settlement will fail many if not all the requirements of Rule 23." The Unnamed Putative Class Members assert they are entitled to intervene in this context as a matter of right. Intervening prior to the filing of a preliminary approval motion will ensure that the Movants can timely oppose any proposed settlement before preliminary approval is granted. Moreover, the Movants seek to prevent PG&E from attempting to up-end the claims resolution process ongoing in the Bankruptcy Court. The case is In Re PG&E Corporation Securities Litigation, N.D. Cal., Case No. 3:18-cv-03509. Attorneys for the Movant Plaintiffs: ROLNICK KRAMER SADIGHI LLP Lawrence M. Rolnick lrolnick@rksllp.com Marc B. Kramer mkramer@rksllp.com Michael J. Hampson mhampson@rksllp.com Jeffrey A. Ritholtz jritholtz@rksllp.com Frank T.M. Catalina fcatalina@rksllp.com 1251 Avenue of the Americas New York, NY 10020 Telephone: (212) 597-2800 Facsimile: (212) 597-2801 - and - ST. JAMES LAW, P.C. Michael St. James 22 Battery Street, Suite 810 San Francisco, California 94111 Tel: (415) 391-7566 Fax: (415) 391-7568 michael@stjames-law.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, faced extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility faced an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served as PG&E's legal counsel, Lazard as its investment banker and AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk LLC served as the claims and noticing agent. PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Morrison & Foerster LLP served as the Debtors' special regulatory counsel. Munger Tolles & Olson LLP also served as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. * * * PG&E Corporation and Pacific Gas and Electric Company announced July 1, 2020, their emergence from Chapter 11, successfully completing the restructuring process and implementing PG&E's Plan of Reorganization that the Bankruptcy Court confirmed on June 20, 2020. For the benefit of fire victims, the Plan provided for a Fire Victim Trust, which was funded with an oft-stated value of $13.5 billion, to be half in cash and half in new company PG&E common stock. The $6.75 billion in cash was paid. With respect to the stock consideration, 478 million shares of PG&E stock were delivered to the Fire Victim Trust in accordance with an agreed-to formula under the Plan. PURE BIOSCIENCE: All Three Proposals Passed at Annual Meeting ------------------------------------------------------------- Pure Bioscience, Inc. held its Annual Meeting of Stockholders at which the stockholders: (a) elected Tom Y. Lee, CPA, Ivan Chen, Tom Myers, Kristin A. Taylor, David M. Rendall, Robert Bartlett, and Bernard Blotner as directors to hold office until next year's Annual Meeting of Stockholders and until their respective successors are elected and qualified; (b) ratified the appointment of Weinberg & Company, P.A., with the approval of 99.87% of the votes cast, as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2023; and (c) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers. About PURE Bioscience Inc. PURE Bioscience, Inc. -- www.purebio.com -- is focused on developing and commercializing its proprietary antimicrobial products primarily in the food safety arena. The Company provides solutions to combat the health and environmental challenges of pathogen and hygienic control. Its technology platform is based on patented, stabilized ionic silver, and its initial products contain silver dihydrogen citrate, better known as SDC. PURE is headquartered in Rancho Cucamonga, California (San Bernardino metropolitan area). PURE Bioscience reported a net loss of $3.49 million for the year ended July 31, 2022, compared to a net loss of $2.32 million for the year ended July 31, 2021. As of Oct. 31, 2022, the Company had $3.70 million in total assets, $699,000 in total liabilities, and $3 million in total stockholders' equity. Los Angeles, California-based Weinberg and Company, P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Oct. 28, 2022, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. REAL TRAVEL: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 13, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Real Travel, LLC, according to court dockets. About Real Travel Real Travel, LLC, a company in Springfield, Mo., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-60007) on Jan. 9, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Cynthia A. Norton oversees the case. David E. Schroeder, Esq., at David Schroeder Law Offices, P.C. is the Debtor's counsel. RED HAT: Seeks to Hire William S. Gannon as Bankruptcy Counsel -------------------------------------------------------------- Red Hat Realty, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ William S. Gannon, PLLC as bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its businesses and properties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest, respond to creditor inquiries, and advise and consult on the conduct of the case; (c) negotiate and prepare on behalf of the Debtor a plan or plans of reorganization, and all related documents, and prosecute the plan or plans through the confirmation process; (d) represent the Debtor in connection with any adversary proceedings or automatic stay litigation that may be commenced in the proceedings and any other action necessary to protect and preserve the Debtor's estates; (e) advise the Debtor in connection with any sale of assets; (f) represent and advise the Debtor regarding post-confirmation operations and consummation of a plan or plans of reorganization; (g) appear before this court, any appellate courts, and the U.S. Trustee and protect the interests of the Debtor before such courts and the U.S. Trustee; (h) prepare legal papers; and (i) perform all other necessary legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: William S. Gannon, Esq. $525 Beth E. Venuti, Paralegal $175 Jeanne Arquette-Koehler, Office Administrator $120 William Gannon, Esq., disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William S. Gannon, Esq. William S. Gannon, PLLC 740 Chestnut Street Manchester NH 03104 Telephone: (603) 621-0833 Facsimile: (603) 621-0830 Email: bgannon@gannonlawfirm.com About Red Hat Realty Red Hat Realty, LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 23-10040) on Jan. 30, 2023. In the petition signed by Daniel O. Plourde, manager and sole member, the Debtor reported $328,700 in total assets and $4,122,989 in total liabilities. William S. Gannon, PLLC serves as the Debtor's counsel. RESHAPE LIFESCIENCES: Closes Upsized $10.2M Public Offering ----------------------------------------------------------- ReShape Lifesciences Inc. announced the closing of its upsized underwritten public offering of 1,275,000 units, with each unit consisting of one share of its common stock, or one pre-funded warrant to purchase one share of its common stock, and one warrant to purchase one and one-half shares of its common stock. Each unit was sold at a public offering price of $8.00. The warrants in the units are immediately exercisable at a price of $8.00 per share and expire five years from the date of issuance. Alternatively, each warrant will become exercisable for 0.75 shares of common stock under the cashless exercise provision included in the common warrants rather than the 1.5 shares of common stock under the cash exercise provision. The shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants were only purchasable together in this offering, but were issued separately and immediately separable upon issuance. Gross proceeds, before deducting underwriting discounts and commissions and estimated offering expenses, are approximately $10.2 million. The company intends to use the net proceeds of this offering to continue implementation of its growth strategies, for working capital and general corporate purposes. ReShape also granted the underwriters an option to purchase an additional 191,250 shares of common stock and/or additional warrants to purchase up to 286,875 shares of common stock, to cover over-allotments, of which Maxim Group LLC has exercised its option to purchase additional warrants to purchase 286,875 shares of common stock. Maxim Group LLC acted as sole book-running manager in connection with this offering. The securities were offered pursuant to a registration statement on Form S-1, as amended (File No. 333-269207), which was declared effective by the Securities and Exchange Commission on Feb. 3, 2023, and an additional registration statement filed with the SEC on Feb. 3, 2023, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The offering was made only by means of a prospectus which is a part of the effective registration statement. A copy of the final prospectus relating to the offering has been filed with the SEC and may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745. About ReShape Lifesciences ReShape Lifesciences Inc. (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. ReShape reported a net loss of $61.93 million for the year ended Dec. 31, 2021, a net loss of $21.63 million for the year ended Dec. 31, 2020, and a net loss of $23.67 million for the year ended Dec. 21, 2019. As of Sept. 30, 2022, the Company had $28.46 million in total assets, $7.51 million in total liabilities, and $20.94 million in total stockholders' equity. RISING TIDE: Prospect Capital Marks $23M Loan at 51% Off -------------------------------------------------------- Prospect Capital Corporation has marked its $23,000,000 loan extended to Rising Tide Holdings, Inc. to market at $11,233,000 or 49% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Prospect Capital's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. Prospect Capital is a participant in a Second Lien Term Loan to Rising Tide Holdings, Inc. The loan accrues interest at a rate of 12.98% (3ML+ 8.25%) per annum. The loan matures on June 01, 2029. Prospect Capital is a financial services company that primarily lends to and invests in middle market privately-held companies. Prospect is a closed-end investment company incorporated in Maryland. Prospect has elected to be regulated as a business development company under the Investment Company Act of 1940. As a BDC, Prospect has elected to be treated as a regulated investment company, under Subchapter M of the Internal Revenue Code of 1986. Prospect was organized on April 13, 2004, and was funded in an initial public offering completed on July 27, 2004. Rising Tide Holdings, Inc. is a specialty marine aftermarket retailer. Rising Tide is controlled by investment funds affiliated with L Catterton following a leveraged buyout in May 2021. RIVERBED TECHNOLOGY: Skips Cash Loan Payments Amid Lender Talks --------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that Riverbed Technology Inc. skipped a cash interest payment on its loan earlier this week as the company struggles with liquidity, according to people with knowledge of the matter. The information technology company's term loan has cash and in-kind interest payment components. The firm elected to pay the interest in kind, which raises the debt balance of the loan, but entered a grace period after skipping the cash portion, according to the people. Some of lenders to the closely held, San Francisco-based company have been holding confidential talks with the firm as its liquidity issues mounted, said the people, who asked not to be identified. About Riverbed Technology Riverbed Technology, Inc., provides software solutions. The Company offers application performance monitoring, cloud migration, network performance monitoring, and security solutions. Riverbed Technology serves customers globally. RODA LLC: Seeks to Hire Vanden Bos & Chapman as Legal Counsel ------------------------------------------------------------- Roda, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Vanden Bos & Chapman, LLP as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the operation of its business; (b) institute such adversary proceedings as are necessary in the case; (c) represent the Debtor generally in the proceedings and to propose on behalf of Debtor necessary legal papers; and (d) perform all other legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Ann K. Chapman, Managing Partner $475 Douglas R. Ricks, Partner $425 Christopher N. Coyle, Partner $415 Colleen A. Lowry, Associate $375 Certified Bankruptcy Assistants $260 Legal Assistants $145 Douglas Ricks, Esq., a partner at Vanden Bos & Chapman, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas R. Ricks, Esq Vanden Bos & Chapman, LLP 319 SW Washington St., Ste. 520 Portland, OR 97204 Telephone: (503) 241-4869 Facsimile: (503) 241-3731 Email: doug@vbcattorneys.com About Roda LLC Roda, LLC is an Oregon limited liability company headquartered in Washington County, Oregon. It is a holding company of certain real property and a structure that houses an ice arena open to the general public and, additionally, offers commercial office space located at 20407 SW Borchers Dr., Sherwood, Washington County. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-30250) on February 6, 2023. In the petition signed by Roy MacMillan, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Teresa H. Pearson oversees the case. Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP, represents the Debtor as legal counsel. ROWAN PROPERTIES: S&P Affirms 'B' Rating on 2015A Revenue Bonds --------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B' rating on New Jersey Economic Development Authority's series 2015A tax-exempt student housing revenue bonds, issued for Provident Group--Rowan Properties LLC. "The revised outlook and affirmed rating reflect the improved occupancy in fall 2022, which returned to near pre-pandemic levels, as well as the projected improvement in debt service coverage to 1.15x for fiscal 2022," said S&P Global Ratings credit analyst Steven Sather. Due to the lowered occupancy during the pandemic, the project drew on its debt service reserve fund (DSRF) for the past five debt service payments, most recently in January 2023. Management expects an additional draw on July 1, 2023, to continue to pay debt service in full and on time, despite the projected 1.15x debt service coverage (DSC) for fiscal 2022. Management reports that the continued DSRF draws are the result of timing of the debt service payments and that the bond fund used to pay debt service can only be funded at certain amounts (typically one-twelfth of principal and one-sixth of interest per month) and cannot be pre-funded. As a result, S&P expects additional draws on the debt service reserve fund for the short to medium term. A lower rating is possible if DSC is not equal to or greater than the 1.2x covenant in fiscal 2023, occupancy is not sustained near current levels, or the full replenishment of the DSRF takes longer than anticipated. Given the low levels and anticipated additional draws on the debt service reserves, a higher rating is not likely in the near term. However, over the longer term, a higher rating would be predicated on whether the project maintains occupancy and the DSC exceeds the covenant requirement and can be sustained while the DSRF is fully replenished and maintained. SANOTECH 360: Seeks to Hire Forshey & Prostok as Legal Counsel -------------------------------------------------------------- SanoTech 360, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Forshey & Prostok, LLP as its legal counsel. The firm will provide these services: (a) advise the Debtor of its rights, powers and duties in the continued operation and management of its business and assets; (b) advise the Debtor concerning, and assist in the negotiation and documentation of, agreements, debt restructurings, and related transactions; (c) review the nature and validity of liens asserted against the property of the Debtor and advise concerning the enforceability of such liens; (d) advise the Debtor concerning the actions that they might take to collect and to recover property for the benefit of the Debtor's estate; (e) prepare legal documents; (f) advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this Chapter 11 case; (g) counsel the Debtor in connection with the formulation, negotiation, and promulgation of one or more plans of reorganization and related documents; and (h) perform all other necessary legal services for and on behalf of the Debtor. The firm received a total retainer of $30,000 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: J. Robert Forshey $675 Lynda Lankford $525 Other Firm Attorneys $325 - $600 Paralegals/Legal Assistants $175 - $255 In addition, the firm will seek reimbursement for expenses incurred. J. Robert Forshey, Esq., an attorney at Forshey & Prostok, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Robert Forshey, Esq. Lynda L. Lankford, Esq. Forshey & Prostok LLP 777 Main St., Suite 1550 Fort Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 Email: bforshey@forsheyprostok.com llankford@forsheyprostok.com About SanoTech 360 SanoTech 360, LLC manufactures high-quality, advanced electrostatic sprayers designed to apply disinfectant more efficiently than conventional methods. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40261) on January 29, 2023. In the petition signed by George R. Robertson, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. The Debtor tapped J. Robert Forshey, Esq., at Forshey & Prostok, LLP as legal counsel and SSG Advisors, LLC as investment bankers. SANOTECH 360: Seeks to Tap SSG Advisors as Investment Banker ------------------------------------------------------------ SanoTech 360, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ SSG Advisors, LLC as investment banker. SSG will provide these services: (I) Sale. (a) prepare an information memorandum describing SanoTech, its historical performance and prospects; (b) assist the Debtor in compiling a data room of any necessary and appropriate documents related to the sale; (c) assist the Debtor in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Debtor; (d) coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum; (e) assist the Debtor in coordinating site visits for interested buyers and work with the management team to develop appropriate presentations for such visits; (f) solicit competitive offers from potential buyers; (g) advise and assist the Debtor in structuring the sale and negotiating the transaction agreements; and (h) otherwise assist the Debtor and its other professionals, as necessary, through closing on a best-efforts basis. (II) Financing. (a) prepare an information memorandum describing the Debtor, its historical performance, and prospects; (b) assist the Debtor in compiling a data room of any necessary and appropriate documents related to the financing; (c) assist the Debtor in developing a list of suitable potential lenders and investors who will be contacted on a discreet and confidential basis after approval by the Debtor; (d) coordinate the execution of confidentiality agreements for potential lenders and investors wishing to review the information memorandum; (e) assist the Debtor in coordinating site visits for interested lenders and investors and working with the management team to develop appropriate presentations for such visits; (f) solicit competitive offers from potential lenders and investors; (g) advise and assist the Debtor in structuring a financing and negotiating the lending agreements; and (h) otherwise assist the Debtor, its attorneys, and accountants, as necessary, through closing on a best-efforts basis. (III) Restructuring. (a) assist the Debtor in the negotiation with various stakeholders. SSG will be compensated as follows: (a) an initial fee of $20,000; (b) a monthly fee of $20,000; (c) a sale fee equal to the greater of (i) 6 percent (6%) of the Total Consideration, or (ii) $600,000; (d) a financing fee equal to the greater of (i) 6 percent (6%) of the committed financing, or (ii) $600,000; (e) a restructuring fee equal to $600,000; and (f) reimbursement for all their reasonable out-of-pocket expenses, not to exceed $10,000 unless agreed to in writing by the Debtor. Mark Chesen, a managing director at SSG Advisors, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Chesen SSG Advisors, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Telephone: (610) 940-5801 Email: mchesen@ssgca.com About SanoTech 360 SanoTech 360, LLC manufactures high-quality, advanced electrostatic sprayers designed to apply disinfectant more efficiently than conventional methods. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40261) on January 29, 2023. In the petition signed by George R. Robertson, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. The Debtor tapped J. Robert Forshey, Esq., at Forshey & Prostok, LLP as legal counsel and SSG Advisors, LLC as investment bankers. SAVESOLAR CORPORATION: Taps Whiteford, Taylor & Preston as Counsel ------------------------------------------------------------------ SaveSolar Corporation, Inc. and SaveSolar Alpha Holdco LLC seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ Whiteford, Taylor & Preston, LLP as counsel. The firm will render these services: (a) prepare legal papers; (b) counsel the Debtors with regard to their rights and obligations in the continued operation of their businesses and the management of their estates, and assist the Debtors with preparation and filing of monthly operating reports; (c) advise and represent the Debtors and prepare all necessary documents on behalf of the Debtors; (d) interact and communicate with the court's chambers and the court's clerk's office; (e) represent and advise the Debtors in negotiations with their lenders, other creditors, equity holders and other parties in interest; and (f) perform all other necessary or requested legal services in connection with these Chapter 11 cases. Prior to the petition date, the Debtors were indebted to the firm for fees and costs in excess of $250,000. The firm will waive and release all claims on account of unpaid prepetition fees and costs. The hourly rates of the firm's counsel and staff are as follows: Bradford F. Englander, Partner $780 Stephen E. Luttrell, Partner $540 Jae Won Ha, Associate $450 Kathleen G. McCruden, Paralegal $415 In addition, the firm will seek reimbursement for expenses incurred. Bradford Englander, Esq., a partner at Whiteford, Taylor & Preston, 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: Bradford F. Englander, Esq. Whiteford Taylor & Preston LLP 3190 Fairview Park Drive, Suite 800 Falls Church, VA 22042 Telephone: (703) 280-9081 Email: benglander@wtplaw.com About SaveSolar Corporation SaveSolar Corporation, Inc. and SaveSolar Alpha Holdco LLC filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00045) on Feb. 2, 2023. In the petitions signed by Karl Unterlechner, president, each Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. Bradford F. Englander, Esq., at Whiteford Taylor & Preston LLP serves as the Debtors' counsel. STANADYNE LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Stanadyne LLC 23-10207 405 White Street Jacksonville NC 28546 Pure Power Technologies, Inc. 23-10208 1410 Northpoint Blvd. Blythewood SC 29016 Stanadyne PPT Holdings, Inc. 23-10209 Stanadyne PPT Group Holdings, Inc. 23-10210 Business Description: Stanadyne is a global automotive technology offering engine-based fuel and air management systems. Stanadyne is a developer and manufacturer of fuel pumps and fuel injectors for diesel and gasoline engines. Chapter 11 Petition Date: February 16, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. John T. Dorsey Debtors' Co-General Bankruptcy Counsel: Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street, Rodney Square Wilmington, DE 19801-6108 Tel: (302) 571-6600 Email: amagaziner@ycst.com Debtors' Co-General Bankruptcy Counsel: HUGHES HUBBARD & REED LLP Debtors' Financial Advisor: KROLL, LLC Debtors' Claims, Noticing, and Balloting Agent and Administrative Advisor: KURTZMAN CARSON CONSULTANTS LLC Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by John Pinson as chief executive officer. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RNZIQCA/Stanadyne_LLC__debke-23-10207__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/RJF3TCI/Pure_Power_Technologies_Inc__debke-23-10208__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' Creditors Holding 20 Largest Unsecured Claims: Entity Nature of Claim Claim Amount 1. Cerberus Business Bank Loan Unknown Finance, LLC Unsecured 875 Third Avenue, Deficiency New York, NY 10022 Claim Daniel Wolf Tel: (212) 891-2121 Email: dwolf@cerberuscapital.com 2. Pension Benefit Guaranty Corp Pension Unknown 445 12th Street SW Washington, DC 20024-210 Carl H. Charlotin 445 12th Street SW Washington, D.C. 20024-2101 Tel: (202) 286-6320 Email: charlotin.carl@pbgc.gov 3. Ford Motor Company Core $9,328,887 1 American Rd., Dearborn, MI 48126-2701 Armeka Sullivan, Tel: 313-248-8898 Email: asulli12@ford.com 4. Corinth Core Center Core $4,735,192 Corinth, MS 38835-1560 Amy L. Barnes Email: Amy.Barnes@Navistar.com 5. Autocam Corporation Trade $1,062,113 4180 40th Street SE, Kentwood, MI 49512 Lindsay Gentz Tel: 616-541-8188, Email: lindsay.gentz@nninc.com 6. Kendrion (Shelby) Inc. Trade $1,015,138 1100 Airport Road, Shelby, NC 28150-3699 Annette Whaley, Tel: 704-482-9585 Email: Annette.Whaley@kendrion.com 7. Sensata Technologies Inc. Trade $677,882 529 Pleasant Street, Attleboro, MA 02703 Alejandro Pacheco Tel: 332-215-9708 Email: acctreceivables@sensata.com, apacheco@sensata.com 8. Standard Motor Core $632,390 Products, Inc. 93307 Nework Place, Chicago, IL 60673-1933 Tony Esposito Tel: 718-316-4748 Email: tony.esposito@smpcorp.com 9. Caterpillar Reman Powertrain Core $596,034 751 International Drive, Franklin, IN 46131 Melissa Dalymple Tel: 317- 346-3272 Email: Melissa.Dalrymple@cat.com 10. Navistar, Inc. Royalty $488,502 1111 Northshore Drive, Suite N-800, Knoxville, TN 37919 Tim Ryan Tel: 331-332-6222 Email: Timothy.Ryan@Navistar.com 11. Dieselcore Trade $443,325 21401 Park Row Drive, Katy, TX 77449 Tina McCall Tel: 713-849-5302 Email: accounting@dieselcore.com 12. Stewart EFI, LLC Trade $412,246 45 Old Waterbury Rd, Thomaston, CT 06787 Tina Adlerhurst, Tel: 860-283-8213 Email: TAdlerhurst@stewartefi.com 13. Electromags Trade $371,413 342-343 2nd Cross Street, Chennai, India 600096 V Swaminathan, Tel: +91 4424-540075 Email: sales@eapl.co.in 14. Vitesco Technologies GmbH Trade $319,536 12 SiemensstraBe, Regensburg, Germany 93055 Stella Otuju Tel: +49 91195262728, Email: Stella.Otuju@vitesco.com 15. Mianyang Fulin Precision Trade $286,620 Co., Ltd. No. 37, Fenghuang Middle Road, High-end Manufacturing Industrial Park, Mianyang, Sichuan, China 621000 Jane Liu Tel: +86-15182308961 Email: jane@fulinpm.com 16. Amisco SpA Trade $283,819 Via Piaggio 70, Paderno Dugnano (MI) 20037 Italy Erica Spreggiaro Tel: +39 02 9900181, Email: erica.spreggiaro@amisco.it 17. 3B Supply Trade $249,571 11470 Euclid Avenue, Suite 407, Cleveland, OH 44106 Tom Sedor Tel: 216-309-1388 Email: tom.sedor@3bsupply.com 18. Aerostar Manufacturing Trade $248,028 28275 Northline Road, Romulus, MI 48174 Brayden Hodges, Tel: 734-942-8408 Email: bhodges@aerostarmfg.com 19. Concept Packaging Group Trade $238,236 6 Nesbitt Drive, Inman, SC 29349 Susan Beck Tel: 864-253-4062 Email: susanb@concept-pkg.com 20. MSC Industrial Trade $235,909 Supply Co., Inc. 525 Harbour Place Drive, Davidson, NC 28036 Crystal Cabe Tel: 248-200-4810, Email: crystal.cabe@mscdirect.com STARNET LLC: SARE Seeks Chapter 11 Bankruptcy --------------------------------------------- Starnet LLC filed for chapter 11 protection in the Northern District of Texas. The Debtor disclosed $1,700,000 in assets against $1,118,534 in total liabilities in its schedules. The Debtor, a Single Asset Real Estate, owns the property at 2413 Brairwoood Cove, Cedar Hill, TX 75104, valued at $1,600,000. According to court filings, Starnet LLC estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 17, 2023 at 1:30 p.m. About Starnet LLC Starnet LLC is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). The Debtor is the owner in fee simple title of a real property located at 2413 Brairwoood Cove, Cedar Hill, TX 75104, valued at $1.6 million. Starnet LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-30210) on Feb. 6, 2023. In the petition filed by Paul Faure, as managing member, the Debtor reports total assets of $1,700,000 and total liabilities of $1,118,534. Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: 972-991-5591 Fax: 972-991-5788 E-mail: eric@ealpc.com STRATEGIC MATERIALS: Prospect Capital Marks $7.3M Loan at 24% Off ----------------------------------------------------------------- Prospect Capital Corporation has marked its $7,332,000 loan extended to Strategic Materials Holding Corp to market at $5,550,000 or 76% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Prospect Capital’s Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. Prospect Capital is a participant in a First Lien Term Loan to Strategic Materials Holding Corp. The loan accrues interest at a rate of 8.19% (3ML+ 3.75%) per annum. The loan matures on November 1, 2024. Prospect Capital is a financial services company that primarily lends to and invests in middle market privately-held companies. Prospect is a closed-end investment company incorporated in Maryland. Prospect has elected to be regulated as a business development company under the Investment Company Act of 1940. As a BDC, Prospect has elected to be treated as a regulated investment company, under Subchapter M of the Internal Revenue Code of 1986. Prospect was organized on April 13, 2004, and was funded in an initial public offering completed on July 27, 2004. Strategic Materials processes recycled glass and plastic for use in a wide array of products. STRATEGIC MATERIALS: Prospect Capital Marks $7M Loan at 31% Off --------------------------------------------------------------- Prospect Capital Corporation has marked its $7,000,000 loan extended to Strategic Materials Holding Corp to market at $4,864,000 or 69% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Prospect Capital's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. Prospect Capital is a participant in a Second Lien Term Loan to Strategic Materials Holding Corp. The loan accrues interest at a rate of 12.19% (3ML+ 7.75%) per annum. The loan matures on November 1, 2025. Prospect Capital is a financial services company that primarily lends to and invests in middle market privately-held companies. Prospect is a closed-end investment company incorporated in Maryland. Prospect has elected to be regulated as a business development company under the Investment Company Act of 1940. As a BDC, Prospect has elected to be treated as a regulated investment company, under Subchapter M of the Internal Revenue Code of 1986. Prospect was organized on April 13, 2004, and was funded in an initial public offering completed on July 27, 2004. Strategic Materials processes recycled glass and plastic for use in a wide array of products. TAMA DEVELOPMENT: Commences Subchapter V Case --------------------------------------------- Tama Development Inc. filed for chapter 11 protection in the Western District of Texas. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. According to court filings, Tama Development estimates $1 million to $10 million in debt to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 8, 2022 at 1:00 p.m. in Room Telephonically on telephone conference line: (866)909-2905 (participant passcode: 5519921#). About Tama Development Tama Development Inc. is a company specializing in the nationwide distribution of crop baling solutions in the USA. Tama Development Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50114) on Feb. 6, 2023. In the petition filed by Dwayne Thompson, as president, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Michael M. Parker. the Debtor tapped Allen M. DeBard, Esq., at LANGLEY & BANACK, INC., as counsel. TANDEM REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Tandem Real Estate Holdings LLC 3553 West Chester Pike, Suite 311 Newtown Square, PA 19073 Business Description: The Debtor owns various commercial, residential units, and parking lot located in Chester, PA having a total value of $4.71 million. Chapter 11 Petition Date: February 16, 2023 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 23-10461 Judge: Hon. Ashely M. Chan Debtor's Counsel: Nicholas M. Engel, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road Suite 300 Malvern, PA 19355 Tel: 610-407-7215 Fax: 610-407-7218 Email: nengel@skhlaw.com Total Assets: $4,775,530 Total Liabilities: $3,896,942 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/7YP4VXI/Tandem_Real_Estate_Holdings_LLC__paebke-23-10461__0001.0.pdf?mcid=tGE4TAMA TMS INTERNATIONAL: S&P Affirms 'B+' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on TMS International Corp. At the same time, S&P assigned its 'BB-' issue-level rating and '2' recovery rating to its proposed $450 million term loan due in 2030. The stable outlook reflects S&P's view that TMS will maintain S&P Global Ratings-adjusted debt to EBITDA of 4x-5x despite inflationary pressures, supported by robust steel market conditions and increased earnings from recent acquisitions. S&P said. "We expect TMS's debt to EBITDA to improve to 4x-5x over the next 12 months as cost pressures ease in 2023. Inflationary pressures have impaired TMS' profitability as contracts struggle to keep up with rapidly rising input costs. Because of this, we anticipate debt to EBITDA of above 5x in 2022. Cost pressure should begin to ease in 2023 as contracts begin to better reflect higher pricing as price escalators are applied on a lagged basis for key inputs such as fuel. TMS has successfully renegotiated fee increases in contracts that have come up for renewal over the last 12 months. While TMS' long-term service contracts have built-in price adjustments or escalators to pass on rising input costs, the pass-through often lags as contract adjustments occur on an annual or semi-annual basis. "We expect profitability to improve due to growing steel production this year. TMS links its contracts to customer steel volumes, so resilient steel demand this year should support higher volumes at TMS sites. This will drive better cost efficiencies. However, while TMS benefits from long-term contracts that provide good visibility, this link to steel output means its earnings are still tied to the cyclical demand for steel. TMS has shifted its customer site mix toward lower-cost electric arc furnace production sites compared with blast oxygen furnace producers. These sites are less likely to experience production declines when steel prices are low. This, combined with TMS' highly variable cost structure, will likely help mitigate some earnings volatility during future steel downturns. "TMS' proposed refinancing extends the company's maturity profile and supports its liquidity. After it refinances, the company's next maturity will be its asset-based loan (ABL) maturity in 2025. The proposed term loan will mature in 2030, and the existing senior notes are due in 2029. We anticipate the company will have a liquidity position of about $15 million and about $140 million available under its ABL. We expect TMS will have sufficient liquidity to fund capital spending of about $75 million in 2023, including $20 million-$25 million of growth capital. We expect TMS will have capacity to compete for new greenfield steel site contracts coming online over the next 12-24 months. "The stable outlook reflects our view that TMS will maintain S&P Global Ratings-adjusted debt to EBITDA of 4x-5x, despite inflationary pressures, due to robust steel market conditions and increased earnings from recent acquisitions." S&P could lower its rating on TMS over the next 12 months if its S&P Global Ratings-adjusted debt to EBITDA approaches 7x, and its EBITDA interest coverage falls below 2x on a sustained basis. This could occur if TMS: -- Undertakes a more aggressive financial policy than anticipated, including debt-funded shareholder returns or acquisitions; or -- Cannot pass on rising input costs such that its EBITDA margin declines below 6% and its revenue drops 20% for a sustained period. S&P could raise the rating if TMS significantly improves its size and geographic diversity while maintaining stable profitability and credit metrics. S&P would expect the company to: -- Maintain EBITDA margins of at least 10% and S&P Global Ratings-adjusted debt to EBITDA of under 4x; and -- Potentially use its free cash flow to expand its business or reduce its debt. ESG credit indicators: E-2, S-2, G-2 ESG factors are an overall neutral consideration in S&P's credit rating analysis of TMS. The company provides outsourced industrial services to steel mills in North America and internationally. As a provider of services to steel mills, its greenhouse gas emissions are lower than those of steel producers. However, TMS manages by-products of steel production. TROIKA MEDIA: Kevin James VanBeek Reports 12.4% Equity Stake ------------------------------------------------------------ Kevin James VanBeek disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Feb. 10, 2023, he directly and beneficially owned 8,381,656 shares of common stock of Troika Media Group, Inc., representing 12.4 percent of the shares outstanding. Andrea Lynn VanBeek also directly and beneficially owned 4,227,243 Common Shares, representing approximately 6.2% of the issued and outstanding shares of Common Stock. The percentage of the outstanding shares of Common Stock held by each Reporting Person is based on 67,813,116 shares of Common Stock issued and outstanding as of Nov. 11, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on Nov. 14, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1021096/000119312523032810/d414615dsc13g.htm 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. TUESDAY MORNING: Wins Interim Approval of DIP Loans --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas on Feb. 16, 2023, issued an interim order approving initial DIP Term Loans of $15 million for Tuesday Morning Corporation. On Feb. 10, 2023 and prior to commencement of the Chapter 11 Cases, the Debtors entered into a commitment letter with Invictus Special Situations Master I, L.P., as Backstop Lender, pursuant to which, and subject to the satisfaction of certain customary conditions, including the approval of the Bankruptcy Court, the Backstop Lender has agreed to provide super priority secured debtor-in-possession term loan facility of up to $51.5 million. In addition, on Feb. 10, 2023, the Backstop Lender made a bridge loan to the Company of approximately $3.1 million. On the Petition Date, the Debtors filed a motion with the Bankruptcy Court seeking entry of interim and final orders approving, among other things, (1) the Debtors' entry into a Senior Secured Super Priority Debtor-in-Possession Term Credit Agreement among the Debtors, Cantor Fitzgerald Securities, as administrative agent, for itself and for and on behalf of the other lenders party thereto and (2) the Debtors' use of cash collateral. Pursuant to the terms of the proposed DIP Term Loan Agreement, the DIP Facility would be composed of (1) $25 million in initial term loans, to be available immediately following the entry of an interim order approving the DIP Term Loan Agreement, (2) following entry of a final order approving the DIP Term Loan Agreement, $16.5 million in incremental term loans, and (3) $10 million of delayed draw term loans. The Debtors also proposed that the DIP Term Loan Agreement would provide that (1) each lender under the Credit Agreement, dated December 31, 2020, and as previously amended, among certain of the Debtors, the Pre-Petition Term Loan Lenders party thereto, and Alter Domus (US), LLC, as administrative agent and collateral agent, and (2) the holder of the junior secured convertible note -- FILO C Convertible Note -- issued by the Company, may elect to provide a pro rata portion of the DIP Facility. For each $1.61 million of commitments under the DIP Term Loan Agreement made by each Pre-Petition Term Loan Lender or Pre-Petition FILO C Lender, as the case may be, such lender would agree to forgive $1 million of loans under the Pre-Petition Term Loan Credit Agreement or Pre-Petition FILO C Convertible Note, as applicable, and would receive $1 million of roll-up loans under the DIP Term Loan Agreement. The maximum amount of Roll-Up Loans would be approximately $24.47 million with respect to the Pre-Petition Term Loan Lenders and approximately $7.74 million with respect to the Pre-Petition FILO C Lender. Pursuant to the Court's Interim Order, any further DIP Loans, including the Roll-Up Loans, are subject to approval of the Bankruptcy Court through a final order of the Bankruptcy Court. Under the terms of the interim order, proceeds of the Interim DIP Term Loans may be used to fund the Chapter 11 Cases, make certain other payments as provided in the DIP Term Loan Agreement, and to fund working capital of the Company. The DIP Credit Agreement will include conditions precedent, representations and warranties, affirmative and negative covenants, and events of default customary for financings of this type and size. The DIP Credit Agreement will require the Debtors to, among other things, comply with the terms of approved budgets and a maximum loan-to-value ratio, maintain certain minimum levels of eligible inventory, use commercially reasonable efforts to renegotiate the leases for the Company's distribution centers, and receive approval of a plan of reorganization or sale of substantially all assets of the Debtors through the Chapter 11 process by agreed upon deadlines. The DIP Credit Agreement will also require weekly cash sweeps and mandatory prepayment requirements from net proceeds received from casualty events, equity issuances or indebtedness or other extraordinary proceeds. New money DIP Loans under the DIP Credit Agreement would bear interest at a per annum rate of 12.75%. Following the occurrence of an event of default under the DIP Credit Agreement, the interest rate on outstanding borrowings would increase by 5.00%. The commitments of the lenders under the DIP Credit Agreement will terminate and outstanding borrowings under the DIP Loans will mature at the earliest of (i) August 15, 2023; (ii) the consummation of a sale of all or substantially all of the assets of the Debtors pursuant to Section 363 or Section 1129 of the Bankruptcy Code; (iii) the effective date of any plan of reorganization; or (iv) such other date on which the outstanding borrowings become due and payable, whether by acceleration or otherwise; or (v) the date on which the administrative agent delivers written notice to the Debtors of its election to accelerate the outstanding borrowings as a result of an event of default. Tuesday Morning, which filed for Chapter 22 bankruptcy, said the filing constitutes an event of default that accelerated the Company's obligations under: * the Credit Agreement, dated as of May 9, 2022 and as previously amended -- Pre-Petition ABL Credit Agreement -- among the Debtors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and 1903P Loan Agent, LLC, as documentation agent for the FILO B loans thereunder; * the Pre-Petition Term Loan Credit Agreement; and * the convertible notes issued pursuant to an Amended and Restated Note Purchase Agreement, dated as of September 20, 2022, among the Company, Tuesday Morning Inc., the purchasers named therein, and TASCR Ventures CA, LLC, as collateral agent. As of the Petition Date, the Company had outstanding obligations of (i) approximately $23.01 million -- including approximately $14.59 million in letters of credit -- under the Pre-Petition ABL Credit Agreement (which amounts do not include certain disputed amounts consisting of prepayment premiums and consent fees) (ii) approximately $24.47 million under the Pre-Petition Term Loan Credit Agreement, and (iii) approximately $21.18 million under the Convertible Notes. Each of the Pre-Petition ABL Credit Agreement, the Pre-Petition Term Loan Credit Agreement and the Convertible Notes provides that as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. The Company believes that any efforts to enforce such payment obligations under the Pre-Petition ABL Credit Agreement, the Pre-Petition Term Loan Credit Agreement and the Convertible Notes currently are stayed as a result of the filing of the Chapter 11 Cases, and the creditors' rights of enforcement with respect to the Pre-Petition ABL Credit Agreement, the Pre-Petition Term Loan Credit Agreement and the Convertible Notes are subject to the applicable provisions of the Bankruptcy Code and any Bankruptcy court orders impacting the stay. The Debtors also filed with the Bankruptcy Court a motion to establish procedures for the closure of approximately 260 of its store locations. The Company is not able to estimate at this time the amount, nature and timing of the charges that will be incurred as a result of these actions. About Tuesday Morning Dallas, Texas-based Tuesday Morning Corporation is an off-price retailer specializing in products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Tuesday Morning and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 23-90001) on Feb. 14, 2023. The Debtors said both assets and liabilities, on a consolidated basis, are between $100 million and $500 million. The Hon. Edward L. Morris presides over the case. Lawyers at Munsch Hardt Kopf & Harr, P.C., serve as counsel to the Debtors. The Debtors tapped Piper Sandler as investment banker; and Stretto, Inc., as claims and noticing agent. U.S. SILICA: Dimensional Fund Reports 5.2% Stake as of Dec. 30 -------------------------------------------------------------- Dimensional Fund Advisors LP disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 30, 2022, it beneficially owns 3,907,353 shares of common stock of US Silica Holdings Inc., representing 5.2 percent of the shares outstanding. Dimensional Fund, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts. In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/354204/000035420423001470/SEC13G_Filing.htm About U.S. Silica Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. -- http://www.ussilica.com-- is a global performance materials company and a producer of commercial silica used in a wide range of industrial applications and in the oil and gas industry. In addition, through its subsidiary EP Minerals, LLC, the Company produces products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $15.21 million. U.S. Silica reported a net loss of $34.32 million in 2021, a net loss of $115.12 million in 2020, a net loss of $329.75 million in 2019, and a net loss of $200.82 million in 2018. As of Sept. 30, 2022, the Company had $2.25 billion in total assets, $1.58 billion in total liabilities, and $668.50 million in total stockholders' equity. UGI ENERGY: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed UGI Energy Services, LLC's (ES) Long-Term Issuer Default Rating (IDR) at 'BB' with a Stable Rating Outlook. Fitch has also affirmed ES' existing senior secured term loan B at 'BB+'/'RR2' and assigned the new senior secured term loan B a 'BB+'/'RR2' rating. Proceeds from the new term loan B will be used to partially repay borrowings on the company's accounts receivable securitization facility, repay the existing term loan B and for general corporate purposes. The rating reflects favorable long-term counterparty risk with ES affiliate, UGI Utilities, Inc. (UGIU; A-/Stable) through long-term fee-based contracts, low leverage, and an integrated model using the company's long-life assets to support an energy marketing business. ES has recently benefitted from strong volumes moving through its midstream system, while rating concerns include volume risk in the company's midstream gathering and pipeline operations. KEY RATING DRIVERS Midstream Tailwinds Drive Low Leverage: Fitch calculates ES' LTM EBITDA leverage as of Sept. 30, 2022 at 2.0x. Natural gas prices spiked during FY22, spurring increased producer activities in the Marcellus and Utica basins. Fitch expects natural gas prices to decline in 2023 but remain higher than historical prices. Volumes are likely to remain relatively flat at these elevated levels in the near-to-medium term. The commodity marketing segment has also outperformed Fitch's prior expectations due to favorable natural gas storage pricing, although this uplift is unlikely to reoccur. LNG and power generation also posted solid margins that contributed to ES' strong performance, but contributions from the renewable natural gas (RNG) segment remained modest. Fitch forecasts ES will maintain leverage below 3.0x approaching 2.5x through FY25 and that parent UGI Corp (not rated) will maintain a supportive dividend policy. Upsized Term Loan B: ES made sizable acquisitions during the past year including UGI Moraine East, the remaining interest in Pennant Midstream, and several investments in RNG. Fitch expects ES to continue to invest in further growth. As of FY 22, ES' margin from fee-based activities was 84% and is not expected to change materially with the recent acquisitions. Pro forma 1Q23 LTM leverage is estimated at around 2.2x. Contract Renewal and Volume Risk: Midstream volumes in FY22 were stronger than Fitch's expectations due to increased producer activity driven by higher commodity prices. Volumes also benefitted from ES' acquisitions, which contributed to growth of the UGI Appalachia system. ES has minimum volume commitments (MVCs) and acreage dedications with a variety of counterparties that have begun to expire. Cash flows are partially supported by deficiency payments from MVCs with several oil and gas producers within the company's Marcellus and Utica basins. Recontracting is likely given the strong basin economics of ES' UGI Appalachia assets. If ES were unable to recontract with counterparties, cash flow assurance would decline as the company's volumes would be exposed to greater volatility from producer activities. Capital Spending to Increase: Fitch believes management will continue to look for incremental midstream investments in FY23 to supplement organic growth. ES is also active in growing its RNG segment to support UGI Corp's stated goal of 55% reduction in corporate wide Scope 1 carbon emissions by 2025 and plan to spend more than $1 billion on renewable energy solutions. While Fitch expects spending to increase in FY23 from recent levels, leverage is not expected rise higher than appropriate for a 'BB' rated midstream company. UGIU Provides Highly Assured Revenue: UGIU contributes a material amount to ES' gross margin. Most of the services provided by ES to UGIU, which are subject to regulatory review and approval, have been provided for many years. Almost all the gross margin from UGIU is under fee-based contracts that expire at or after September 2023. Fitch expects these take-or-pay contracts to be renewed on expiry, though the price may change based on past renewals. The contracts are subject to a least cost procurement review by UGIU's regulator. Fitch believes the take-or-pay payments from UGIU create strong cash flow for ES to withstand sector pressure and pursue opportunities. Marketing Segment Higher Risk: Fitch believes the energy marketing platform has a strong foundation. However, a group of marketing businesses have occasionally caused severe shocks at other companies, demonstrating the higher business risk. The segment requires tight execution and risk monitoring. Should execution fall short of past standards, the businesses may be vulnerable to a loss of market confidence, resulting in a fall in customers and collateral calls. In the absence of such problems, the marketing segment is complementary and provides ES with a competitive advantage. Its commercial and industrial customers have more predictable load profiles than retail customers. ES procures two energy types for these customers and has contracts for delivery services. Energy purchases and sales are well-matched as to payment types, variable or fixed price, and contract duration. Parent Subsidiary Linkage: There is a parent subsidiary relationship between ES and its owner UGI Corporation (UGI Corp; NR). UGI Corp. has a stronger standalone credit profile (SCP) than ES given the diversity of cash flow from UGI Corp.'s various subsidiaries and low levels of parent-only debt. As such, Fitch has followed the stronger parent path. Legal incentives are weak as there are no guarantees or cross default provisions. Strategic and Operational incentives are also weak as ES is not as materially important to UGI Corp's overall business compared to its other larger subsidiaries in terms of earnings contribution. ES issues its own debt, and there are no cash pooling arrangements. Due to the aforementioned weak incentives, Fitch rates ES on a standalone basis. DERIVATION SUMMARY ES' scale is an important indicator of its credit quality. EBITDA remains below the $500 million Fitch commonly uses as a boundary for IDRs of 'BBB-' and above for midstream producers despite the recent growth bolstered by ES' Midstream segment. NuStar Energy LP (BB-/Stable) is comparable with ES, as both companies have diverse business lines. NuStar is involved in the transportation, terminalling, storage, and marketing of petroleum products and is geographically more diversified with operations throughout the U.S. NuStar is larger than ES and consistently generates EBITDA of over $500 million, compared with ES' less than $400 million. Leverage is a key driver of the difference between the ratings. For NuStar, Fitch expects leverage between 5.4x-5.6x in 2022, approximately three full turns higher than ES' leverage at approximately 2.2x pro forma the new term loan B. Blue Racer Midstream, LLC (B+/Stable) is comparable with ES on the basis of a similar geographical position in the Appalachia basin, as well as having gathering and processing assets. However, ES has greater business-line diversity due to its marketing, storage and power-generation assets. ES' leverage is forecast to remain below 3.0x through FY25, lower than that of Blue Racer which is expected to be around 4.6x in 2022 and to fall and remain below 4.0x through 2024. The leverage partially accounts for Fitch's higher IDR for ES than for Blue Racer. Blue Racer's weaker counterparty exposures further differentiates it from ES' stronger credit profile. DT Midstream Inc (DTM; BB+/Stable) is larger than ES in both size and scale with about 1,000-mile system of gathering pipelines and 1,200 miles of pipeline assets that connect key markets in the Midwest U.S., Eastern Canada, Northeast U.S. and Gulf Coast regions to the Marcellus/Utica and Haynesville Basins. DTM's EBITDA is approximately two times greater than that of ES with very high cash flow assurance from MVCs and demand charges which lower volume risk. DTM's leverage is higher than ES' leverage and is expected to be below 4.0x over the new few years, but the larger size and scale as well as cash flow assurance account for the one notch rating difference. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - A Fitch price deck of Henry Hub natural gas prices of $5.00 per thousand cubic feet (mcf) in 2023, $4.00 in 2024, $3.00 in 2025; $2.75 in 2026 and over the long term and West Texas Intermediate (WTI) oil prices of $81 per barrel (bbl) in 2023, $62/bbl in 2024, and $50/bbl in 2025 and over the long-term; - Contract counterparties with minimum volume commitments or take-or-pay commitments perform under their obligations; - Contracts with UGIU recontracted under similar terms; - Modest growth in gross margin from the Midstream and RNG segments with expected incremental investment projects; - Dividend re-commencing in FY 2023 that makes up for lack of dividend in FY 2022, moderate dividends in FY 2024 and through forecast. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Increase in size and scale leading towards annual EBITDA exceeding $500 million a year. - Diversification outside of the Marcellus/Utica basins; - Significant margin contribution from RNG; - EBITDA leverage expected to be below 3.5x for a sustained period. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A decline in the credit quality of UGIU or sector-wide weakening in the credit quality for an array of non-affiliated shippers that provide long-term minimum volume commitments (or take-or-pay commitments). - EBITDA Leverage expected to be above 4.5x for a sustained period. - ES' energy marketing segment becoming unprofitable due to a failure to adhere to risk management policies. - Higher business risk due to increased gathering and processing; for example, ES begins taking title to commodities (receives a percentage of proceeds from natural gas processing) or if there is a significant increase in contracts without revenue assurance features, such as contracts that lack acreage dedication or minimum volume commitments. - A significant reduction in the demand for natural gas and its products driven by ESG concerns and policy. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: ES had approximately $62 million cash and cash equivalents and no borrowings and no letters of credit on its $260 million revolving credit facility (RCF) as of Sept. 30, 2022. ES has the option to utilize an accordion feature to upsize the RCF up to $325 million, which may be used for acquisitions, investments and general corporate purposes. The existing term loan B had $677 outstanding which is being refinanced. ES utilizes its $75 million-$150 million (amount varies seasonally) accounts receivable securitization facility for working capital needs. There were no outstanding trade receivables as of Sept. 30, 2022. Proceeds from the new term loan B are expected to be used to pay down a portion of the borrowings on the accounts receivable facility incurred during first quarter FY23. Proceeds from the new term loan B will be used to repay the existing term loan B and for general corporate purposes. ISSUER PROFILE UGI Energy Services, LLC (ES) is a diversified energy services company, involved in midstream transmission, LNG, storage, natural gas gathering and production, electricity (wholesale and retail), and renewable natural gas. The company is wholly owned by UGI Corporation. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch typically adjusts midstream energy companies' EBITDA to exclude equity in earnings of unconsolidated affiliates and includes cash distributions from unconsolidated affiliates. Fitch removes distributions to non-controlling interests from ES' EBITDA. 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. F Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- UGI Energy Services, LLC LT IDR BB Affirmed BB senior secured LT BB+ New Rating RR2 senior secured LT BB+ Affirmed RR2 BB+ UNITED SPORTING: Prospect Capital Marks $144M Loan at 84% Off ------------------------------------------------------------- Prospect Capital Corporation has marked its $144,692,000 loan extended to United Sporting Companies, Inc to market at $22,561,000 or 16% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Prospect Capital's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. Prospect Capital is a participant in a Second Lien Term Loan to United Sporting Companies, Inc. The loan accrues interest at a rate of 13.25% (1ML+ 11.00% plus 2.00% Payment In Kind) per annum. The loan matured on November 16, 2019, and is on non-accrual status as of December 31. Ellett Brothers, LLC, Evans Sports, Inc., Jerry's Sports, Inc., Simmons Gun Specialties, Inc., Bonitz Brothers, Inc., and Outdoor Sports Headquarters, Inc. are joint borrowers on the second lien term loan. United Sporting Companies is a parent guarantor of this debt investment, and is 100% owned by SportCo Holdings, Inc. In June 2019, USC filed for Chapter 11 bankruptcy and began liquidating its remaining assets. Prospect Capital is a financial services company that primarily lends to and invests in middle market privately-held companies. Prospect is a closed-end investment company incorporated in Maryland. Prospect has elected to be regulated as a business development company under the Investment Company Act of 1940. As a BDC, Prospect has elected to be treated as a regulated investment company, under Subchapter M of the Internal Revenue Code of 1986. Prospect was organized on April 13, 2004, and was funded in an initial public offering completed on July 27, 2004. United Sporting Companies, Inc. provided hunting and shooting sports products. US REALM POWDER: Taps James Latimer of Speyside as Consultant ------------------------------------------------------------- US Realm Powder River, LLC received approval from the U.S. Bankruptcy Court for the District of Wyoming to employ James Latimer, III of Speyside Partners as Chapter 11 plan consultant. The Debtor has executed a plan term sheet with key creditors, which outlines the terms of a consensual Chapter 11 plan of reorganization and which it expects to file with the court in the near future. Among the terms of the anticipated Chapter 11 plan is the appointment of a "monitor," whose role will be to monitor the reorganized Debtor's compliance with the plan for the benefit of creditors. Engagement of Mr. Latimer as the plan support consultant on a pre-confirmation basis will allow him to begin the process of reviewing the plan and its associated pleadings that will, in part, set forth the scope of duties of the monitor; assist with the final negotiations of the plan and its associated pleadings specifically as it relates to the monitor's duties post-confirmation of the plan; and prepare to begin work immediately post-confirmation of the plan. Mr. Latimer will be paid at the rate of $595 per hour. As disclosed in court filings, Mr. Latimer is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: James R. Latimer, III Speyside Partners 1910 Pacific Avenue, Suite 14183 Dallas, TX 75201 Tel: (888) 663-0009 Email: jlatimer@speysidepartners.com About US Realm Powder River US Realm Powder River, LLC, previously known as Moriah Powder River, LLC, is a privately held natural gas company with headquarters in Sheridan, Wyo., and operates in the Powder River Basin located in northeast Wyoming. US Realm Powder River filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 19-20699) on Oct. 31, 2019. Craig Camozzi, chief operating officer, signed the petition. In the petition, the Debtor disclosed $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Cathleen D. Parker oversees the case. Markus Williams Young & Zimmermann LLC and Hall & Evans, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. Mark J. Welch, a principal at Morris Anderson & Associates, Ltd., is the Debtor's chief restructuring officer. VACATION CONSULTING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The U.S. Trustee for Region 13, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Vacation Consulting Services, LLC, according to court dockets. About Vacation Consulting Services Vacation Consulting Services, LLC, a company in Springfield, Mo., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-60006) on Jan. 9, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Cynthia A. Norton oversees the case. David E. Schroeder, Esq., at David Schroeder Law Offices, P.C. is the Debtor's counsel. VECTOR GROUP: Capital Research Has 5.4% Stake as of Dec. 30 ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Capital Research Global Investors disclosed that as of Dec. 30, 2022, it beneficially owns 8,300,774 shares of common stock of Vector Group Ltd., representing 5.4% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/36pjrfs6 About Vector Group Ltd. Vector Group Ltd., founded in 1980 and headquartered in Miami, Florida, is a publicly traded holding company engaged primarily in the manufacturing and marketing of discount cigarettes in the United States. The company's key cigarette brands include Eagle 20's, Pyramid, Montego, Grand Prix, Liggett Select and Eve. The company also has a small real estate portfolio. In December 2021, the company spun off its Douglas Elliman real estate brokerage business into a standalone company. Moody's Investors Service has affirmed Vector Group Ltd.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. At the same time, Moody's affirmed the Ba3 ratings on the company's senior secured notes due 2029 and affirmed the Caa1 rating on the senior unsecured notes due 2026. Vector's SGL-1 speculative grade liquidity rating is unchanged. The outlook was changed to positive from stable. The rating affirmation and change in outlook reflects Moody's view that Vector's increasingly stable cash flow following the reduction of its dividend, improved market share, and very good liquidity, position Vector to continue to improve its balance sheet and operate the business with lower leverage. Moody's expects Vector to sustain adjusted debt to EBITDA around 4.0x over the next 12 to 18 months which is below the expected leverage level for its rating. Vector's market share increased to 5.1% for the last 12 months ending September 2022 up from 4% in 2021 as it captured significant share vacated by KT&G when it exited the U.S tobacco market at the end of 2021 and from consumers downtrading into Vector's discount and deep discount products in response to rising inflation. Moody's expects Vector to generate $60 to $80 million in annual free cash flow after dividends. Liquidity is very strong and Moody's sees balance sheet cash north of $200 million at year-end 2022 after the 4th quarter MSA prepayment. Nevertheless, concerns remain including the company's dividend which Moody's considers high relative to cash from operations especially when factoring that the tobacco industry is in secular decline and faces material regulatory hurdles that could disrupt Vector's operations including the FDA's proposed ban of menthol cigarettes and nicotine cap although Moody's expects both actions to take years to implement and for them to face significant legal challenges. Further, current market conditions have favored discount tobacco and Moody's looks towards continued stability in EBITDA and free cash flow as the economy improves, as well as a commitment to a somewhat derisked financial strategy and corporate structure before considering further positive rating actions. VECTOR GROUP: Renaissance Tech Has 4.45% Stake as of Dec. 30 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Renaissance Technologies LLC disclosed that as of Dec. 30, 2022, it beneficially owns 7,042,454 shares of common stock of Vector Group Ltd., representing 4.55% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/mt7svrba About Vector Group Ltd. Vector Group Ltd., founded in 1980 and headquartered in Miami, Florida, is a publicly traded holding company engaged primarily in the manufacturing and marketing of discount cigarettes in the United States. The company's key cigarette brands include Eagle 20's, Pyramid, Montego, Grand Prix, Liggett Select and Eve. The company also has a small real estate portfolio. In December 2021, the company spun off its Douglas Elliman real estate brokerage business into a standalone company. Moody's Investors Service has affirmed Vector Group Ltd.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. At the same time, Moody's affirmed the Ba3 ratings on the company's senior secured notes due 2029 and affirmed the Caa1 rating on the senior unsecured notes due 2026. Vector's SGL-1 speculative grade liquidity rating is unchanged. The outlook was changed to positive from stable. The rating affirmation and change in outlook reflects Moody's view that Vector's increasingly stable cash flow following the reduction of its dividend, improved market share, and very good liquidity, position Vector to continue to improve its balance sheet and operate the business with lower leverage. Moody's expects Vector to sustain adjusted debt to EBITDA around 4.0x over the next 12 to 18 months which is below the expected leverage level for its rating. Vector's market share increased to 5.1% for the last 12 months ending September 2022 up from 4% in 2021 as it captured significant share vacated by KT&G when it exited the U.S tobacco market at the end of 2021 and from consumers downtrading into Vector's discount and deep discount products in response to rising inflation. Moody's expects Vector to generate $60 to $80 million in annual free cash flow after dividends. Liquidity is very strong and Moody's sees balance sheet cash north of $200 million at year-end 2022 after the 4th quarter MSA prepayment. Nevertheless, concerns remain including the company's dividend which Moody's considers high relative to cash from operations especially when factoring that the tobacco industry is in secular decline and faces material regulatory hurdles that could disrupt Vector's operations including the FDA's proposed ban of menthol cigarettes and nicotine cap although Moody's expects both actions to take years to implement and for them to face significant legal challenges. Further, current market conditions have favored discount tobacco and Moody's looks towards continued stability in EBITDA and free cash flow as the economy improves, as well as a commitment to a somewhat derisked financial strategy and corporate structure before considering further positive rating actions. VERISTAR LLC: Seeks to Hire EmergeLaw PLLC as Bankruptcy Counsel ---------------------------------------------------------------- Veristar, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ EmergeLaw, PLLC as their counsel. EmergeLaw will render these legal services: (a) advise the Debtors with respect to their rights, powers, and duties in the management of their property; (b) investigate and, if necessary, institute legal action on behalf of the Debtors to collect and recover assets of the estates of the Debtors; (c) prepare all necessary pleadings, orders, and reports with respect to this proceeding and to render all other necessary or proper legal services; (d) assist and counsel the Debtors in the preparation, presentation, and confirmation of their plan; (e) represent the Debtors as may be necessary to protect their interests; and (f) perform all other legal services that may be necessary and appropriate in the general administration of the Debtors' estates. The hourly rates of the firm's counsel and staff are as follows: Partners $475 - $775 Associates and Contract Attorneys $225 - $375 Paralegals and Law Clerks $150 - $190 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a total of $55,214 in connection with its representation of the Debtors. Robert Gonzales, Esq., a partner at EmergeLaw, 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: Robert J. Gonzales, Esq. Nancy B. King, Esq. EmergeLaw, PLLC 4235 Hillsboro Pike, Suite 350 Nashville, TN 37215 Telephone: (615) 815-1535 Email: robert@emerge.law nancy@emerge.law About Veristar LLC Veristar provides legal services for a range of practice areas and industries. The Company offers discovery, specialized legal staffing, and veralocity services. Veristar LLC and its affiliates filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-00413) on Feb. 5, 2023. In the petitions signed by Ben Gardner, chief financial officer, Veristar listed $1,477,959 in total assets and $3,806,865 in total liabilities. Judge Marian F. Harrison oversees the cases. The Debtors tapped EmergeLaw, PLLC as counsel. WAKASA LLC: Unsecured Creditors Will Get 100% of Claims in Plan --------------------------------------------------------------- Wakasa LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization dated February 13, 2023. The Debtor was formed in 2015. The Debtor is a synthetic turf installation business with many residential customers. The Debtor was forced to file bankruptcy due to its inability to make the requisite daily payments of several high-interest loans and the aggressive collection efforts of merchant cash advance companies. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into seven classes of claims. These claimants will receive cash repayments over a period of time beginning on the Effective Date. Class 5 consists of Disputed Claims. These claims are impaired. An objection to these claims is pending before the Court. Should the Court sustain the Debtor's objections, these claims will be denied in their entirety and will not receive any plan payments. To the extent these claims are allowed as unsecured claims, the Debtor proposes to pay the claims as follows: * 5-1 Cedar Advance, LLC filed a secured claim in the amount of $94,600.00. The Debtor will pay the full amount of the claim at zero percent interest per annum over the next five years with the first monthly payment being due and payable on the 15th day of the first full calendar month following the Effective Date, unless this date falls on a weekend or federal holiday, in which case the payment will be due on the next business day. The monthly payment will be $1,576.66. * 5-2 ProVenture Capital Funding, LLC filed a secured claim in the amount of $30,945.95. The Debtor will pay the full amount of the claim at zero percent interest per annum over the next five years with the first monthly payment being due and payable on the 15th day of the first full calendar month following the Effective Date, unless this date falls on a weekend or federal holiday, in which case the payment will be due on the next business day. The monthly payment will be $515.76. * 5-3 Insta Capital Group, LLC filed a secured claim in the amount of $58,307.60. The Debtor will pay the full amount of the claim at zero percent interest per annum over the next five years with the first monthly payment being due and payable on the 15th day of the first full calendar month following the Effective Date, unless this date falls on a weekend or federal holiday, in which case the payment will be due on the next business day. The monthly payment will be $971.79. Class 6 consists of General Unsecured Claims. These claims are impaired. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next five years beginning on the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 4 years. Nothing prevents Debtor from making monthly or quarterly distributions, so long as 1/5 of the total distribution to the general allowed unsecured creditors are paid by each yearly anniversary of the confirmation date of the plan. Debtor will distribute up to $491,828.55 to the general allowed unsecured creditor pool over the 5-year term of the plan. The General Unsecured Claims will receive 100% of their allowed claims under this plan. Class 7 consists of Equity Interest Holders. The current owners will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 7 Claimants are not impaired under the Plan. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated February 13, 2023 is available at https://bit.ly/3k02q4I from PacerMonitor.com at no charge. Debtor's Counsel: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About Wakasa LLC Wakasa LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33323) on Nov. 4, 2022. In the petition signed by Stephen Clark, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Eduardo V. Rodriguez oversees the case. Robert C Lane, Esq., at The Lane Law Firm, is the Debtor's legal counsel. WEBER INC: WSP Investment Holds 41.9% of Class A Shares ------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, WSP Investment LLC disclosed that as of Dec. 31, 2022, it beneficially owns 38,799,020 shares of Class A common stock of Weber Inc., representing 41.9 percent of the Shares outstanding. The Amount consists of shares of Weber Inc.'s Class B common stock, par value $0.00001 per share. Holders of Class B Stock also hold an equal number of common units of Weber HoldCo LLC and are able to redeem such LLC Units for an equal number of shares of Weber Inc.'s Class A common stock, par value $0.001 per share. A holder's shares of Class B Stock are canceled on a one-to-one basis in connection with such a redemption. The 41.9 percent represents the percentage of Class A Stock deemed beneficially owned as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 13.4% of the voting power of Weber Inc.'s Class A Stock and Class B Stock collectively, based upon 53,747,199 shares of Class A Stock outstanding and 235,307,151 shares of Class B Stock outstanding as of Jan. 31, 2023 as reported in Weber Inc.'s Form 10-Q filed with the SEC on Feb. 9, 2023. Each holder of Class A Stock and Class B Stock is entitled to one vote per share on all matters submitted to Weber Inc.'s stockholders for a vote. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1857951/000119312523032598/d622922dsc13ga.htm About Weber Weber Inc., together with its affiliates, is an outdoor cooking company in the global outdoor cooking market. The Company's product portfolio includes traditional charcoal grills, gas grills, smokers, pellet and electric grills and recently our Weber Connect technology-enabled grills. Its full range of products are sold in 78 countries. Weber reported a net loss of $329.98 million for the year ended Sept. 30, 2022. As of Sept. 30, 2022, the Company had $1.44 billion in total assets, $1.86 billion in total liabilities, and a total deficit of $411.94 million. * * * As reported by the TCR on Dec. 23, 2022, S&P Global Ratings removed all ratings on U.S.-based Weber Inc. from CreditWatch, where S&P placed them with negative implications on July 29, 2022. At the same time, S&P affirmed all of its ratings on the company, including its 'CCC+' issuer credit rating. The outlook is negative. S&P said, "The negative outlook reflects our expectation that the company's operations will continue to be challenged with uncertain prospects for grill demand in a softening economy and risk of heightened inventory levels at the end of fiscal 2023. These factors could keep its capital structure unsustainable including leverage in the double-digit area." WESTERN GLOBAL: S&P Cuts ICR to 'CCC' on Tight Liquidity -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Western Global Airlines Inc. (WGA) to 'CCC' from 'B-' and its issue-level rating on its $400 million senior unsecured notes to 'CCC-' from 'CCC+'. S&P's '5' recovery rating on the notes is unchanged. The negative outlook reflects WGA's limited liquidity and covenant cushion, as well as the risk that its liquidity will weaken further amid softer demand and increased competition. S&P said, "We expect WGA's performance will be negatively affected by the challenging operating environment in 2023 and beyond due to weaker global macroeconomic conditions and increasing air cargo capacity. We expect the constraints limiting air cargo supply (that were present from 2020 through early-2022) will ease significantly over the next few quarters (with the process already underway since late-2022) as a gradual increase in international air travel leads to the return of more passenger widebody belly capacity. The industry will also likely see added capacity from new entrants and freighter conversions completed over the past two years, which are trends we believe will persist. "The demand for air cargo has also been cooling from very strong levels in 2022 due to weaker global macroeconomic conditions. We believe that the rate of growth in e-commerce related freight volumes will also likely moderate in 2023 amid weaker consumer spending and higher inventory levels. S&P Global economists forecast U.S. real GDP will decline by 0.1% in 2023, following a 1.8% expansion last year, while the pace of global GDP growth moderates to 2.5% in 2023 from 3.5% in 2022. "We generally view the air cargo industry as very competitive and believe WGA could face pricing pressure and volume declines during periods of sustained market weakness, given the relatively small scale of its operations and the short-term nature of its contracts. We also believe that WGA's older aircraft fleet makes it more susceptible to these risks because a moderating demand environment would likely lead to an increased focus on fuel efficiency." For instance, UPS recently announced plans to gradually retire its aging MD-11 freighters, which it will replace with younger, more fuel-efficient aircraft. The company's weak cash flow generation in 2022 has resulted in limited liquidity and a tight covenant cushion. WGA's financial performance in 2022, particularly in the first half, was significantly affected by staffing shortages and other operating disruptions. As one of the smaller cargo airline operators in the U.S., the company experienced higher levels of attrition as some of its employees shifted to other, larger airlines amid an industrywide pilot shortage. WGA's operating performance was also constrained by pandemic-related lockdowns in China in early 2022. The company reported substantial negative free operating cash flow (FOCF) for the nine months ended Sept. 30, 2022. This was due not only to the operational challenges it faced but also its high capital expenditure (capex) and working capital outflows during the year. As of Sept. 30, 2022, WGA had less than $30 million of cash and no availability under its revolver (this compares with a cash balance of over $50 million and full revolver availability as of Dec. 31, 2021). S&P said, "While we expect the company will generate modestly positive FOCF in 2023 (due to lower capex and an improved working capital position), we believe its limited liquidity cushion may be insufficient if its operating performance weakens for a few quarters. In particular, we believe weak cash generation in the first quarter of 2023 could leave WGA with a very low cash balance as of the end of the quarter because it has an interest payment of over $20 million (on its $400 million unsecured notes) due in February. "Given the company's relatively weak operating performance in 2022, we also don't believe it will maintain sufficient covenant headroom over the next few quarters. In May 2022, WGA amended its revolving credit facility and term loan agreement, to temporarily replace the fixed-charge covenant ratio test with a minimum EBITDA covenant through 2022, because its compliance with the fixed-charge covenant test was negatively affected by its high growth capex. However, given its weaker operating performance and high capital spending in 2022, we believe the company may need to secure an additional covenant waiver to remain compliant in early-2023 when the minimum fixed-charge coverage ratio covenant becomes effective again. "We believe continued liquidity constraints could lead the company to contemplate a debt restructuring over the next year. We believe WGA's limited liquidity cushion, along with the very high coupon on its unsecured notes and the significant discount to par at which the notes are trading, could cause it to undertake a debt restructuring that we would view as distressed. "We believe the company's access to additional sources of liquidity are limited to debt raises or asset sales. We also believe the significant discount at which its notes are trading indicates its relatively weak standing in the unsecured debt markets, which will likely limit its ability to raise additional debt." The negative outlook reflects WGA's limited liquidity and covenant cushion and the risk that its liquidity could weaken further because of softening demand and increased competition, which would potentially lead to the loss of some key customers. S&P could lower its ratings on WGA if it believes a default or distressed exchange appears virtually inevitable in the next six months. S&P could raise its ratings on WGA if its liquidity position and covenant cushion improve, supported by a stronger-than-expected operating performance or the receipt of proceeds from asset sales, such that S&P no longer believe a default, covenant breach, or distressed exchange is likely. ESG credit indicators: E-3, S-2, G-3 WILLIAM HOLDINGS: Gets OK to Hire Hilco Real Estate as Broker ------------------------------------------------------------- William Holdings, LLC received approval from the U.S. Bankruptcy Court for the Central District of California to employ Hilco Real Estate, LLC. The Debtor requires a real estate broker to market and sell its real property located at 6650 Emmet Terrance, Los Angeles. The firm will get a commission of 5 percent of the gross sales price. As disclosed in court filings, Hilco is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sarah Baker Hilco Trading, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel: +91 84750 91100 About William Holdings, LLC William Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-14708) on Aug. 29, 3033. In the petition filed by its chief executive order, Kameron Segal, the Debtor reported $10 million to $50 million in both assets and liabilities. Judge Deborah J. Saltzman oversees the case. The Debtor is represented by the Law Offices of Michael Jay Berger. WYNN RESORTS: Capital International Has 5.4% Stake as of Dec. 30 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Capital International Investors disclosed that as of Dec. 30, 2022, it beneficially owns 8,022,231 shares of common stock of Wynn Resorts, Ltd., representing 5.4% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/4xa9apab About Wynn Resorts Ltd. Wynn Resorts, Limited is an American publicly traded corporation based in Paradise, Nevada, that is a developer and operator of high-end hotels and casinos. In January 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts Ltd. EJR also maintained its B rating on commercial paper issued by the Company. Meanwhile, S&P Global Ratings affirmed its 'B+' issuer credit ratings on Wynn Resorts Ltd. and its subsidiaries and affirmed all issue-level ratings. S&P also removed its ratings on the company from CreditWatch, where S&P placed them with negative implications on July 7, 2022. S&P said, "The negative outlook reflects continued stress on Wynn's revenue and cash flow in Macao, our forecast for Macao's free operating cash flow to remain negative in the first half of 2023, and our expectation that leverage will remain above our 7x downgrade threshold at least over the next several quarters." This is because of the negative impact of COVID-19 on the company's operations in Macao over the past three years and some uncertainty as to how the recovery will unfold in an evolving public health environment following China's relaxation of COVID-19 policies. A more rapid easing of COVID-19 control measures in China than previously anticipated should support Macao's gross gaming revenue (GGR) recovery in 2023 and allow Wynn to reduce leverage below 7x by late 2023 to early 2024 on an EBITDA run-rate basis. ZEN RESTORATION: Hearing on Exclusivity Extension Set for Feb. 28 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on Feb. 28 to consider the motion filed by Zen Restoration, Inc. to extend the time it can keep exclusive control of its bankruptcy case. The motion seeks to extend the company's exclusive period to file a Chapter 11 plan of reorganization to April 19 and solicit votes on the plan to June 16. Zen will use the extension to examine claims filed against the company, object to those claims or negotiate with creditors to resolve their claims. Over 40 claims in the total amount of $13,874,284.91 have been filed against the company since the expiration of the bar date. There are very large tax claims from NYS Department of Taxation and from the Internal Revenue Service, which the company is trying to reconcile, according to court filings. About Zen Restoration Zen Restoration Inc. -- https://www.zengeneral.com/ -- is a full-service construction company in Brooklyn, N.Y., which specializes in restoration and repair of high-rise and residential buildings. Zen Restoration sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 22-40809) on April 19, 2022, with between $1 million and $10 million in assets and between $10 million and $50 million in liabilities. Bernard Sobus, president of Zen Restoration, signed the petition. Judge Nancy Hershey Lord oversees the case. Ronald D. Weiss, Esq., at Ronald D. Weiss, P.C. is the Debtor's legal counsel. [] BOOK REVIEW: Transnational Mergers and Acquisitions ------------------------------------------------------ Author: Sarkis J. Khoury Publisher: Beard Books Softcover: 292 pages List Price: $34.95 Order your personal copy today at http://is.gd/hl7cni Transnational Mergers and Acquisitions in the United States will appeal to a wide range of readers. Dr. Khoury's analysis is valuable for managers involved in transnational acquisitions, whether they are acquiring companies or being acquired themselves. At the same time, he provides a comprehensive and large-scale look at the industrial sector of the U.S. economy that proves very useful for policy makers even today. With its nearly 100 tables of data and numerous examples, Khoury provides a wealth of information for business historians and researchers as well. Until the late 1960s, we Americans were confident (some might say smug) in our belief that U.S. direct investment abroad would continue to grow as it had in the 1950s and 1960s, and that we would dominate the other large world economies in foreign investment for some time to come. And then came the 1970s, U.S. investment abroad stood at $78 billion, in contrast to only $13 billion in foreign investment in the U.S. In 1978, however, only eight years later, foreign investment in the U.S. had skyrocketed to nearly #41 billion, about half of it in acquisition of U.S. firms. Foreign acquisitions of U.S. companies grew from 20 in 1970 to 188 in 1978. The tables had turned an Americans were worried. Acquisitions in the banking and insurance sectors were increasing sharply, which in particular alarmed many analysts. Thus, when it was first published in 1980, this book met a growing need for analytical and empirical data on this rapidly increasing flow of foreign investment money into the U.S., much of it in acquisitions. Khoury answers many of the questions arising from the situation as it stood in 1980, many of which are applicable today: What are the motives for transnational acquisitions? How do foreign firms plans, evaluate, and negotiate mergers in the U.S.? What are the effects of these acquisitions on competition, money and capital markets; relative technological position; balance of payments and economic policy in the U.S.? To begin to answer these questions, Khoury researched foreign investment in the U.S. from 1790 to 1979. His historical review includes foreign firms' industry preferences, choice of location in the U.S., and methods for penetrating the U.S. market. He notes the importance of foreign investment to growth in the U.S., particularly until the early 20th century, and that prior to the 1970s, foreign investment had grown steadily throughout U.S. history, with lapses during and after the world wars. Khoury found that rates of return to foreign companies were not excessive. He determined that the effect on the U.S. economy was generally positive and concluded that restricting the inflow of direct and indirect foreign investment would hinder U.S. economic growth both in the short term and long term. Further, he found no compelling reason to restrict the activities of multinational corporations in the U.S. from a policy perspective. Khoury's research broke new ground and provided input for economic policy at just the right time. Sarkis J. Khoury holds a Ph.D. in International Finance from Wharton. He teaches finance and international finance at the University of California, Riverside, and serves as the Executive Director of International Programs at the Anderson Graduate School of Business. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***