/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/211026.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 26, 2021, Vol. 25, No. 298 Headlines 3052 BRIGHTON: Files Amended Plan; Confirmation Hearing December 7 37 CALUMET STREET: Nov. 30 Hearing on Disclosure Statement 37 VENTURES: Updates Unsecureds' Claims Pay Details ABC CARPET: Persian Rug Merchants Sole Bidder for Business ADVANCED DRAINAGE: S&P Alters Outlook to Pos., Affirms 'BB-' ICR ALL SAINTS EPISCOPAL: Seeks Chapter 11 Bankruptcy Protection ALLEGANY COLLEGE: S&P Affirms 'BB+' Rating on 2014 Revenue Bonds AMBICA M&J: Lenders to Take Control as Bankruptcy Sale Collapses AYRO INC: Amends ByLaws to Change Quorum Requirement B N EMPIRE: Seeks Approval to Hire Latham as Bankruptcy Counsel BLOCK COMMUNICATIONS: S&P Upgrades ICR to 'BB', Outlook Stable BOY SCOUTS: District Court Won't Hear PI Claim Estimation CAPITOL CLOSET: Case Summary & 14 Unsecured Creditors CCMW LLC: Claims Will be Paid from Property Sale Proceeds CCMW LLC: Nov. 30 Plan & Disclosure Hearing Set CFN ENTERPRISES: Obtains $250K Loan CHESTER J. MARINE: Russell Marine Directed to Pay $86,000 CHINA FISHERY: Liquidators Say Plans Patently Unconfirmable CHOATES G. CONTRACTING: Unsecureds to Recover 100% in 5 Years DECK SUPPLY: Court Confirms Subchapter V Plan DK INTERNATIONAL: Taps Shraiberg, Landau & Page as Legal Counsel EAGLECLAW MIDSTREAM: S&P Places 'B' ICR on CreditWatch Positive EASTSIDE DISTILLING: Signs Agreement to Sell 2.5M Preferred Shares ELECTROMEDICAL TECHNOLOGIES: Gets $750K Loan from Mast Hill, Talos ENVIVA PARTNERS: C-Corp Conversion No Impact on Moody's B3 CFR EZTOPELIZ LLC: To Seek Plan Confirmation on Dec. 9 FLOAT HORIZEN: Unsecureds to Get No Less Than 22% in Plan FORTEM RESOURCES: Seeks to Hire Clark Wilson as Special Counsel FORTEM RESOURCES: Taps Fox Rothschild as Bankruptcy Counsel FORTEM RESOURCES: Taps Michael Waldkirch & Co. as Accountant FRASIER MEADOWS: Fitch Rates $35MM 2023 Bonds 'BB+' GAIA INTERACTIVE: Cash Collateral Deal OK'd Thru Jan 2022 GIRARDI & KEESE: Trustee Searches for Money to Pay Off Debt GRAY TELEVISION: Moody's Gives Ba2 Rating on New $1.5BB Term Loan GREGORY NATHAN: Unsecured Creditors to Recover 12.49% in 4 Years GROM SOCIAL: Increases Convertible Debt Financing to $10.4 Million H-CYTE INC: Five Investors Purchase $750K New Notes HI DEF MACHINING: Amends Plan to Settle Issues with First Financial I.C.S. CUSTOMS: Case Summary & 20 Largest Unsecured Creditors IMERYS TALC: Court Rejects 15,719 Talc Claimant Votes JOHNSON & JOHNSON: Loses 1st Round in Bankruptcy Court JOHNSON & JOHNSON: Reports Better Than Expected Q3 Profit JONATHON PEIRSOL: Court Wants Trial on Fraudulent Transfer Issue JONES SODA: Signs Definitive Agreement to Acquire Canada's Pinestar KATERRA INC: Amends Plan to Add Sales and Use Tax Reserve KNOW LABS: All 5 Proposals Passed at Annual Meeting KUMTOR GOLD: NY Bankruptcy Court Okays $8 Million Chapter 11 Loan LATAM AIRLINES: Committee Says Shareholders Plan on Wrong Track LATAM: Two Creditor Groups Oppose Bankruptcy Plan Postponement LTL MANAGEMENT: No Stay for Appeal in Strobel Baby Powder Suit LUMEE LLC: Unsecureds Will Get 24.4% of Claims in Liquidating Plan MATT'S SMALL ENGINE: Dec. 15 Plan Confirmation Hearing Set MJ AUTO CENTER: Unsecureds Will Get 100% of Claims in Plan NATIONAL TRACTOR: Unsecureds Will Get 5% of Claims in 60 Months NEONODE INC: Launches $14 Million Registered Direct Offering NEUBASE THERAPEUTICS: Chief Business Officer to Quit Next Month NEXTPLAY TECHNOLOGIES: Incurs $9.4-Mil. Net Loss in Second Quarter NEXUS BUYER: Moody's Cuts CFR to B3 & Rates New 2nd Lien Loan Caa2 NINETY-FIVE MADISON: Seeks to Hire Cushman & Wakefield as Broker NS8 INC: Ex-Legal Chief Ask Court to Access $11 Million D&O Funds OFS INTERNATIONAL: Creditors Won't Support Chapter 11 Disclosure OMNIQ CORP: Gets $7.8M Purchase Order From U.S. Food Distributor OZOP ENERGY: Awarded Contract from EV-Powered Aircraft Company OZOP ENERGY: Completes Pearl Harbor 1 MW Power Supply Modification OZOP ENERGY: Unveils New Products for Commercial Aerospace Sector PACIFIC THOMAS: Denial of COO's Bid for Disqualification Affirmed PCDM PROPERTIES: Dec. 7 Plan & Disclosure Hearing Set PHOENIX OF ALBANY: Albany County Says Plan Disclosures Inadequate PINNEY INC: Future Income & Vehicle Sales to Fund Plan PLUS THERAPEUTICS: Incurs $3.7 Million Net Loss in Third Quarter PURDUE PHARMA: Connecticut Vows to Fight for Justice PURDUE PHARMA: District Court Denies UST Bid to Stay Plan Order REAGOR-DYKES MOTORS: Suit v. LGT Remanded to State Court RECON MEDICAL: Taps Edmond "Buddy" Miller as Special Counsel REMLIW INC: Nov. 17 Disclosure Statement Hearing Set REPLICEL LIFE: Files Notice of Arbitration Against Shiseido Company RESOURCES LIMITED: Unsecureds Will Get 10% of Claims in 60 Months RIOT BLOCKCHAIN: Developing 200MW Immersion-Cooled Bitcoin Mine SANUWAVE HEALTH: Incurs $30.9 Million Net Loss in 2020 SEAFOOD JUNKIE: Manzo Lobster Owner Files for Chapter 11 Bankruptcy SEAWIND DEVELOPMENT: Taps Sullivan Hazeltine as Legal Counsel SOUTHERN ROCK: Dec. 9 Disclosure Statement Hearing Set SOUTHERN ROCK: Unsecureds to Recover 10% via Quarterly Payments STAGE STORES: Hilco Marketing Brands Bought by Bealls SUMMIT FAMILY: Casa Bonita IP Rights Could Double Price TELIGENT INC: Seeks to Hire Raymond James as Investment Banker TELIGENT INC: Taps Epiq as Administrative Advisor TELIGENT INC: Taps Portage Point Partners as Restructuring Advisor TELIGENT INC: Taps Young Conaway Stargatt as Legal Counsel TESLA INC: S&P Upgrades ICR to 'BB+', Outlook Positive USA GYMNASTICS: Abuse Survivors Agree to $400M Settlement WB SUPPLY: Unsecureds' Recovery "Unknown" in Liquidating Plan WESLEY WOODS: Fitch Assigns BB+ IDR, Outlook Stable WEWORK COMPANIES: Fitch Raises LongTerm IDR to 'CCC+' WINDSTREAM HOLDINGS: Zayo In Talks to Buy Uniti, Windstream XLMEDICA INC: Unsecured Creditors to Recover 43.49% in 60 Months YOUFIT HEALTH: To Spend $20-Mil. to Rebrand After Bankruptcy ZAREPHATH ACADEMY: Continued Operations to Plan Fund [^] Large Companies with Insolvent Balance Sheet ********* 3052 BRIGHTON: Files Amended Plan; Confirmation Hearing December 7 ------------------------------------------------------------------ Secured creditors, 3052 Brighton 1st Street II LLC and 3052 Brighton 1st Street LLC (the "Mezz Lender" and together with 3052 Brighton 1st Street II LLC, collectively the "Proponents") submitted Modified Third Amended Disclosure Statement for the Proponents' Modified Third Amended Plan of Liquidation for 3052 Brighton First, LLC dated October 19, 2021. The Bankruptcy Court has scheduled Dec. 7, 2021 at 11:00 a.m. as the combined hearing to consider approval of this Disclosure Statement and Confirmation of the Plan. All ballots must be received prior to November 30, 2021 at 5:00 P.M. The Plan provides for the reorganization of the Debtor by liquidating the Debtor's sole asset, which is the Property, in order to generate proceeds to pay Allowed Claims of the Debtor's estate as more fully described herein and in the Plan. The Proponents intend to sell the Property in order to obtain its highest and best price, in accordance with applicable provisions of the Bankruptcy Code. The closing of the Sale shall take place following the Auction. The winning bidder at the auction (the "Successful Bidder") shall take title to the Property free and clear of all liens, claims and encumbrances pursuant to Sections 363(f) and 1123(a)(5) of the Bankruptcy Code, except that: * at the Successful Bidder's discretion, the Successful Bidder may take the Property subject to one or more of the Proponents' mortgages; * the Successful Bidder shall take the Property subject to Allowed Class 6 (Class Action Plaintiff) Claims. In addition, on the Effective Date of the Plan, the Successful Bidder shall have to intervene and substitute itself in place and stead of the Debtor so as to prosecute the defense in the State Court Class Action Case on behalf of the Debtor and the Debtor's estate and may appear in lieu of the Debtor itself in such litigation, which may be through the Debtor's existing counsel. The Proponents shall be permitted to bid up to the full amount of their credit, although they will have no obligation to do so. Like in the prior iteration of the Plan, each holder of an Allowed Class 5 General Unsecured Claim will receive on account of such claim a pro rata distribution of Available Cash after all payments to Class 1 Claims, the Class 2 Claim, the Class 3 Claim, and the Class 4 Claims, Statutory Fees and Administrative Claims, with simple interest at the Federal Judgment Rate per annum from the Petition Date, with principal being paid in full prior to any payments being made on account of such interest. The Plan will be funded by monies made available from the Sale of the Property; however, the Proponents may advance certain funds if the Sale proceeds are insufficient to make all payments required under the Plan. A full-text copy of the Modified Third Amended Disclosure Statement dated October 19, 2021, is available at https://bit.ly/2ZqNkuJ from PacerMonitor.com at no charge. Attorneys for 3052 Brighton 1st Street II LLC & 3052 Brighton 1st Street LLC: Jerold C. Feuerstein, Esq. Daniel N. Zinman, Esq. Stuart L. Kossar, Esq. KRISS & FEUERSTEIN LLP 360 Lexington Avenue, Suite 1200 New York, NY 10017 Tel: (212) 661-2900 About 3052 Brighton First 3052 Brighton First, LLC, is a New York Limited Liability Company having an address of 4403 15th Avenue, Brooklyn, New York 11219. Its business consists of ownership and operating of the Property located at 3052/3062 Brighton 1st Street, Brooklyn, New York 11235 (Block: 8669, Lot: 18). 3052 Brighton First, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-40794) on Feb. 6, 2020. Bruce Weiner, Esq., is the Debtor's counsel. 37 CALUMET STREET: Nov. 30 Hearing on Disclosure Statement ---------------------------------------------------------- A hearing will be held on Nov. 30, 2021 at 10:30 a.m. before the Honorable Judge Frank J. Bailey, Courtroom 1, J.W. McCormack Post Office & Court House, 5 Post Office Square, 12th Floor, Boston, MA 02109−3945 to consider the Disclosure Statement filed by Debtor 37 Calumet Street LLC, and Motion to Approve Disclosure Statement. The objection/response deadline will be on November 22, 2021 4:30 P.M. As reported in the TCR, 37 Calumet Street filed with the U.S. Bankruptcy Court for the Eastern District of Massachusetts a Plan of Reorganization and Disclosure Statement dated October 18, 2021. The Class III unsecured creditors will be impaired and paid a dividend of 1% upon confirmation. Patricia Hounsell will retain her 100% membership interest in the Debtor and will not be impaired. The Debtor will retain the Real Estate and will pay the obligations due under this Plan from the present and future rental income. A full-text copy of the Disclosure Statement dated Oct. 18, 2021, is available at https://bit.ly/2Xz7B0i from PacerMonitor.com at no charge. About 37 Calumet Street 37 Calumet Street LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-12253) on Nov. 19, 2020. The petition was signed by Patricia Hounsell, its manager. At the time of filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Frank J. Bailey oversees the case. Gary W. Cruickshank, Esq., serves as the Debtor's counsel. 37 VENTURES: Updates Unsecureds' Claims Pay Details --------------------------------------------------- 37 Ventures, LLC and Larada Sciences, Inc., submitted a Second Amended Disclosure Statement to accompany Second Amended Joint Plan of Reorganization dated October 19, 2021. Secured claims are claims secured by liens on property of the Estates. Both Alignment and Knight & Bishop have asserted secured claims. Knight & Bishop's alleged secured claim against 37 Ventures is disputed and unless the dispute is resolved consensually, 37 Ventures will commence an adversary proceeding for a determination that Knight & Bishop's alleged lien is invalid, unenforceable and/or subject to avoidance under Code section 547. The only secured claim against Larada is asserted by Alignment. Larada has proposed to pay the Larada Quarterly Amount to its creditors, which essentially represents its net available cash to distribute to its creditors after payment of its operating expenses and maintaining a reasonable cash reserve on hand. Larada has proposed to divide the Larada Quarterly Amount, with 70% being paid to Alignment and 30% to its unsecured creditors. Larada submits that this 70/30 split is reasonable under the circumstances. Class 2(a) consists of all General Unsecured Claims Other Than Knight and Bishop's and Alignment's General Unsecured Claims with "$TBD" total amount of claims. In full and final satisfaction, settlement, release, and discharge of Allowed Class 2(a) Claims, creditors holding these claims will receive its Pro Rata share of the amounts paid pursuant to the Plan (shared Pro Rata with Knight and Bishop's Class 2 Claim and Alignment's Class 3 Claim against 37 Ventures). Allowed Class 2(a) Claims, including accrued but unpaid interest thereon, shall be fully due and payable on December 31, 2025, unless paid prior to that date from a Company Liquidity Event. Class 2(b) consists of the Knight and Bishop's General Unsecured Claim in the amount of $3.7 million. In full and final satisfaction, settlement, release, and discharge of Knight and Bishop's Allowed Class 2(b) Claim, Knight and Bishop shall receive distributions under one of the two options described in subsections (i) and (ii) depending on whether Hawk timely pays the Hawk Contribution19, as contemplated in Section 5.7(a)(1) of the Plan. In addition, any 37 Ventures Pre-Confirmation Distributions shall be credited as a distribution pursuant to this provision. Knight and Bishop is not obligated, and has not agreed to, provide a release to Hawk in exchange for the Hawk Contribution. If necessary to ensure timely payment of all amounts it owes under the Plan, Reorganized Larada shall, on or before December 31, 2028: (1) obtain a loan in an amount necessary to pay its creditor claims in full ("Plan Loan"), or if such a Plan Loan cannot be obtained, (2) sell all or substantially all of the assets used by Larada in the conduct of its business operations (upon consummation of such a transaction, a "Larada Asset Sale Liquidity Event"). The proceeds of a Plan Loan or a Larada Asset Sale Liquidity Event shall be paid (a) to Alignment, for credit to the remaining balance of its secured claim, (or if applicable to 37 Ventures upon the existence of the 37 Ventures Subrogation Claim) for credit to the secured portion thereof, (b) next to Class 5 and Class 6 General Unsecured Creditors of Larada on a Pro Rata Basis, including Alignment on account of its Unsecured Claim (or if applicable to Reorganized 37 Ventures on account of the unsecured portion of the 37 Ventures Subrogation Claim), (c) next to Subdebt Holders, on a Pro Rata basis unless their claims have been Desubordinated, in which case, they shall share Pro Rata with Class 5 and Class 6 General Unsecured Creditors, and (d) finally to holders of Interests in Larada pursuant to their respective rights and interests. Larada shall obtain this Court's advance approval of any transaction that would result in a Plan Loan or a Larada Asset Sale Liquidity Event; with notice and an opportunity to be heard on any application for such approval being first given to the then holders of Claims against Larada. A full-text copy of the Second Amended Disclosure Statement dated Oct. 19, 2021, is available at https://bit.ly/3C8c0Xf from PacerMonitor.com at no charge. Counsel for Debtor 37 Ventures, LLC: Gary E. Klausner, Esq. Eve H. Karasik, Esq. Jeffrey S. Kwong, Esq. Levene, Neale, Bender, Yoo & Brill L.L.P. 10250 Constellation Blvd., Ste. 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: gek@lnbyb.com ehk@lnbyb.com jsk@lnbyb.com Counsel for Debtor Larada Sciences, Inc.: George Hofmann, Esq. Cohne Kinghorn, P.C. 111 East Broadway, 11th Floor Salt Lake City, UT 84111 Telephone: (801) 363-4300 - and - Derrick Talerico, Esq. David B. Zolkin, Esq. Zolkin Talerico LLP 12121 Wilshire Blvd., Suite 1120 Los Angeles, CA 90025 Telephone: (424) 500-8551 Facsimile: (424) 500-8951 Email: dtalerico@ztlegal.com dzolkin@ztlegal.com About 37 Ventures 37 Ventures, LLC, a company based in Thousand Oaks, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10261) on March 18, 2021. Its affiliate, Larada Sciences, Inc., a Utah-based company that owns and operates clinics dedicated to head lice prevention and treatment, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 21-10269) on March 19, 2021. The cases are jointly administered under Case No. 21-10261. Judge Deborah J. Saltzman oversees the cases. In their petitions, 37 Ventures and Larada Sciences disclosed assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Levene Neale Bender Yoo & Brill, LLP serves as 37 Ventures' legal counsel. Larada Sciences tapped Cohne Kinghorn, PC as bankruptcy counsel, Zolkin Talerico LLP as local counsel, and Rocky Mountain Advisory, LLC as financial advisor. ABC CARPET: Persian Rug Merchants Sole Bidder for Business ---------------------------------------------------------- Lisa Fickenscher of NY Post reports that after dozens of prospective buyers kicked the tires at bankrupt ABC Carpet & Home, the iconic New York City retailer is being sold to a consortium of investors that deal in Persian rugs. A Friday, October 22, 2021, auction was canceled because the little-known investment consortium -- which was also the "stalking horse" bidder in a court-administered auction -- submitted the only offer to acquire the family-owned business, according to court documents. Paulette Cole, whose family has operated the 125-year-old store -- long known for its designer furniture, pricey carpets and expensive knickknacks --- has a minority stake in the new owner, an investment fund called 888 Capital Partners LLP, court papers say. The fund is, in turn, controlled by Regal Investments LLC, according to court filings. Sources tell The Post that the firms are run by Iranian rug merchants. A spokeswoman for ABC, however, disputed this characterization, calling 888 Capital Partners "a consortium of investors with multi-generational experience in home goods and consumer products." "888 Capital Partners plans to continue ABC carpet and home's legacy as a premier destination for home goods of all kinds," the ABC spokeswoman said. "Their vision includes offering a broad selection of merchandise featuring home furnishings, lighting, linens, tableware and other items in addition to carpeting." Some insiders have speculated that ABC Carpet, which has a flagship at 888 Broadway and an outlet store in Brooklyn, might return to its roots selling mostly rugs. "These Persian rug merchants are primarily interested in the rug business, and that's most likely what attracted them to the business in the first place instead of all the other stuff ABC sells like one-of-a-kind stemware," bankruptcy attorney Ken Rosen told The Post. ABC's buyers couldn't be reached. 888 Capital Partners became a lender to the flailing retailer in early August, agreeing to advance ABC $5.7 million in cash to keep the lights on. The terms of its bid stipulate that it would forgive the bankruptcy loan and some $8.7 million of pre-bankruptcy debt in exchange for ownership of the business should it have the winning bid, according to court papers. Earlier this October 2021, the retailer's bankruptcy counsel, Oscar Pinkas of Greenberg Traurig, said at a court hearing that there had been "considerable" interest in acquiring the Big Apple business and that the investment advisor, B. Riley had been in touch with "100 interested parties." ABC Carpet had lagged other retailers for years in setting up a robust online business. But when the pandemic hit, it was especially vulnerable because its merchandise lends itself to in-store shopping. It has relied heavily on wealthy clientele and tourists who had abandoned the city last year. The Post had previously reported that private equity firm, Windsong Global and Burch Creative Capital -- led by Chris Burch, who co-founded Tory Burch LLC -- were interested buyers along with the rug merchants. In September 2021, ABC Carpet began liquidating its pricey inventory, which is going for as much as 50 percent off, including its rugs, according to its website. But the deepest discounts have yet to begun. "As we transition, we are saying goodbye to some of our beloved collections," it's website says. A $2,280 "Diamond Orchid" ring is now selling for $1,499 while a vintage 10 X 15 foot Turkish rug that previously cost $15,000 is now listed at $10,850 and vintage French chandelier has been reduced to $1,760 from $2,200. About ABC Carpet & Home A.B.C. Carpet & Home, Inc., is a New York-based seller of luxury home goods. The company traces its roots to the late 1800s, when Austrian immigrant Samuel Weinrib started the business from a pushcart on Manhattan's Lower East Side. His great-granddaughter Paulette Cole helped build its red-brick building on Broadway into a high-end destination for designers and decorators and their affluent clients. A.B.C. Carpet Co. Inc., along with two affiliates, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11591) on Sept. 8, 2021. It listed assets of up to $50 million and as much as $100 million of liabilities in its petition. The Debtors tapped GREENBERG TRAURIG, LLP as counsel; and B. RILEY SECURITIES, INC., as financial advisor. BANKRUPTCY MANAGEMENT SOLUTIONS, INC. (STRETTO) is the claims agent. ADVANCED DRAINAGE: S&P Alters Outlook to Pos., Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Hillard, Ohio-based Advanced Drainage Systems Inc. to positive from stable and affirmed its 'BB-' issuer credit rating on the company. At the same time, S&P revised its recovery rating on the company's secured term loan to '1' from '2' and raised the issue-level rating on the loan to 'BB+' from 'BB'. S&P also revised the recovery rating on its unsecured debt to '5' from '6' and raised the issue-level rating on the debt to 'B+' from 'B'. S&P said, "We expect debt to EBITDA of 2x-3x over the next 12 months, compared with our previous expectations of 3x-4x. We expect Advanced Drainage to continue to benefit from the strength in its end markets, especially for residential construction (40% of revenue), as well as pockets of nonresidential construction (45% of revenue) that are growing, such as warehousing. As a result, we expect EBITDA to increase 10%-15% in fiscal 2022, with debt to EBITDA remaining on the lower end of the 2x-3x range, which is a full turn better than our previous expectations of 3x-4x. The company's debt balance declined about 30% in fiscal 2021 (March year-end) because the company repaid about $329 million of balance sheet debt, which included a $207 million repayment on its term loan facility, the $100 million outstanding on its $350 million revolving credit facility, and about $1.5 million of equipment financing. "We expect higher input costs to weaken EBITDA margin in fiscal 2022, but believe margins will remain above average. We expect EBITDA margin to be about 100-200 basis points lower than in fiscal 2021 but to remain above average in the 27%-28% range. The decline reflects higher materials cost, especially for key raw materials such as virgin high-density polyethylene (HDPE) and polypropylene (PP) resins, with materials costs comprising about 40% of cost of goods sold. The margin compression also reflects higher freight and logistics costs, as well as more expensive and scarce labor. The company has been able to mitigate some of the impact of higher costs through several price increases, but there are lags between rising costs and price implementation. In addition, raw material and labor scarcity has further pushed costs up. The company continues to work to reduce its use of virgin resins by incorporating more recyclized resins, which are lower cost, as well as to use other strategies to reduce costs such as streamlining manufacturing processes and inventory management. "Our assessment of Advanced Drainage's competitive position is based on its position as a small but leading provider in niche markets and exposure to cyclical end markets that is not fully offset by above-average margins. The company is a small but leading provider in the niche thermoplastic corrugated pipes and related water management industry. The company's onsite wastewater and storm water business (Infiltrator) increased its position as a leader in the on-site septic market, as well as its presence in new residential construction. We base our assessment of the company's competitive position on its exposure to narrow, fragmented, and cyclical construction markets focused on site development and wastewater management, with approximately 60% of sales tied to piping. Although the remaining sales are concentrated in complementary products such as water management systems, drainage solutions, and septic systems, which provide some diversity, the end markets and general growth drivers of each are all closely tied. The company is also highly exposed to cyclical construction markets, with approximately 92% of sales tied to the nonresidential, residential, and infrastructure construction markets. "The positive outlook reflects our view that Advanced Drainage's credit metrics will remain favorable, with debt to EBITDA at the lower end of the 2x-3x range over the next 12 months, supported by strong earnings and low debt." S&P could raise its rating over the next 12 months if: -- Debt leverage were sustained below 3x even if the company pursued acquisitions or shareholder rewards, such as share repurchases and dividends; and -- The company maintained positive discretionary cash flows. S&P could revise its outlook back to stable if debt to EBITDA increased above 3x, which could occur if: -- Adoption rates stalled or declined and costs increased faster than expected and the company were unable to offset them with price increases such that EBITDA declined 35%-38% from S&P's base case forecast; and -- The company pursued a more aggressive financial policy than S&P anticipated, such as debt-financed shareholder rewards or acquisitions higher than we have incorporated into its forecast. ALL SAINTS EPISCOPAL: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------------ George Conger of Angelican.ink reports that the All Saints Episcopal Church Fort Worth files Chapter 11 Bankruptcy petition. The board of directors of All Saints Episcopal Church in Fort Worth, a Texas not for profit corporation, has filed a petition under Chapter 11 of the US bankruptcy code seeking to shield the church's assets from seizure by its creditor, the Episcopal (Anglican) Diocese of Fort Worth. The petition filed on October 21, 2021 in the US Bankruptcy Court for the Northern District of Texas was authorized by the corporations directors, or vestry, on Monday, October 18, 2021, and was signed on its behalf by the rector, the Rev. Christopher Jambor. A petition in bankruptcy, when filed with the court, provides an automatic stay that temporarily prohibits creditors from initiating or continuing any collection activities against the debtor. All Saints Episcopal Church was involved in extensive litigation with its former diocese, and was ultimately unsuccessful in the state courts in keeping its property. About All Saints Episcopal Church All Saints Episcopal Church is a parish in The Episcopal Church in North Texas, a Diocese in The Episcopal Church. All Saints Episcopal Church sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-42461) on Oct. 20, 2021. In the petition signed by Christopher N. Jambor, rector, chairman, and president, All Saints Episcopal Church estimated assets of between $1 million and $10 million and estimated liabilities of between $1 million and $10 million. Patrick J. Neligan, Jr., Esq., of NELIGAN LLP, is the Debtor's counsel. ALLEGANY COLLEGE: S&P Affirms 'BB+' Rating on 2014 Revenue Bonds ---------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' long-term rating on Maryland Economic Development Corp. (MEDCO)'s series 2014 student housing revenue refunding bonds, issued for Allegany College Housing LLC (ACH). ACH is a not-for-profit corporation organized for the sole purpose of constructing student housing for the Allegany College of Maryland (ACM). "The outlook revision to stable is due to ACH's ability to consistently produce solid debt service coverage of 1.7x and 1.4x in fiscal 2021 and fiscal 2020, respectively," said S&P Global Ratings credit analyst Sean Wiley. The college achieved this despite the pressure of the pandemic as the college has stepped in to subsidize almost all rooms that were not filled, and we anticipate that support from the college will not diminish. This has allowed the project to maintain solid reserve levels. AMBICA M&J: Lenders to Take Control as Bankruptcy Sale Collapses ---------------------------------------------------------------- Robin K. Cooper, writing for Albany Business Review, reports that Niral Patel will walk away from the Comfort Inn & Suites and a Florida lender will take control of the Wilton hotel and a neighboring Golden Corral restaurant that the family has operated for 20 years. The decision came after Patel scrambled to amend his property improvement plan and franchise agreement with Choice Hotels fast enough to satisfy a new lender and repurchase the Comfort Inn in federal bankruptcy court before the Oct. 6 deadline. Federal Bankruptcy Court Judge Robert Littlefield Jr. approved the sale of the 85-room hotel, the restaurant, furniture, equipment and franchise agreements for $8,275,000 on July 28. "Closing on it without details ironed out, frankly, is like rolling the dice, especially with that much money on the line," Patel said Friday, October 22, 2021. The estate's largest creditor, SDI Matto JV Holdco LLC of Florida, was the backup bidder for the property and businesses and is expected to complete the purchase of the hotel, restaurant and real estate in the next few weeks. SDI has selected Hostmark Hospitality Group, a Chicago firm that operates 400 hotels and 200 restaurants and bars, to manage the Comfort Inn. By the time the property improvement plan was revised, Patel did not have enough time to lineup estimates and construction schedules for upgrades required to maintain his hotel franchise. "I couldn't reasonably commit to those things without knowing how long it is going to take and what it is going to cost me. ... Emotionally, it is probably something I will never be able to reconcile," Patel said, referring to the decision to walk away from a hotel that he and his parents built in 2001. Patel and his bankruptcy attorney, Justin Heller, managing partner of Nolan Heller Kauffman LLP in Albany, asked the court to push back the closing deadline until Nov. 5 but withdrew that request. Multiple parties were concerned that a short extension still might not provide enough time to finalize the purchase. An extension would have cost Patel more than $100,000 in additional nonrefundable payments. In the end, Patel said it made the most sense to walk away. Since the start of the pandemic, Patel has been working to find a way to reopen Golden Corral restaurants that he operates between Queensbury, Wilton, Colonie, Syracuse, Poughkeepsie and Atlantic City. All of those locations were forced to close to curb the spread of Covid-19 and Patel just now has begun to reopen them, one at a time. Financial struggles between the Comfort Inn and its primary lender were resolved about two years ago. But Patel had difficulties paying his lender when occupancy declined at the start of the pandemic, Heller has said. Patel ended up filing for Chapter 11 bankruptcy protection in January to prevent a receiver from stepping in. Shortly after that, the case was converted to a Chapter 7 liquidation and control was handed over to a bankruptcy trustee who asked Patel to continue managing the property. The hotel and restaurant owner also ran into problems with Adirondack Trust Co. The bank sued Patel and his mother in state Supreme Court in Saratoga County in October 2020, accusing them of improperly using some of the nearly $2 million in Paycheck Protection Program funds that were awarded due to impacts of the pandemic. Patel denies that any fraud has occurred. He filed a countersuit against the bank. This month, Patel also filed a complaint with the state Department of Financial Services over what he describes as an "unlawful freezing" of his federal Paycheck Protection Program funds by the bank. The bank has denied any wrongdoing. "Mr. Patel's claims about inaccurate statements and records are reckless and entirely false. We look forward to the opportunity to refute them," Adirondack Trust chief executive Charles V. Wait Jr. wrote in an emailed response regarding Patel's complaint. Now, Patel is focused on reopening his remaining Golden Corral restaurants and helping to ensure a smooth transition of hotel control to Hostmark and lender SDI. "I will make sure it is not an adversarial transfer," Patel said. He agreed to continue managing the hotel until SDI completes the purchase. The transaction is expected to close within 14 days after the bankruptcy court judge approves bankruptcy trustee Christian Dribusch's proposed sale order. Patel expects to gradually begin handing off some management to Hostmark staff as early as next week. The prospective new owner, SDI Matto JV Holdco LLC, will purchase the hotel, restaurant and associated 7 acres on Old Gick Road in Wilton with an $8 million credit bid and $200,000 in cash, according to bankruptcy court documents. One of the most difficult parts, Patel said, is leaving hotel employees who worked with him through all of the challenges over the past 18 months. "The employees there have been incredible," Patel said. "They trusted me. These people stuck with me in a time when it was impossible to get employees and it was impossible to recruit because my reputation had been damaged." About Ambica M&J Two Ambica M&J Two LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)), which owns property that's occupied by the Comfort Inn & Suites Hotel and Golden Corral restaurant at 17 Old Gick Road, Saratoga Springs, New York. Maha Laxmi II Corp. is the entity that controls the 87-room Comfort Inn. Jagdamba II Corp. controls the Golden Corral. The three entities are owned by mother-and-son team Nirmala Patel and Niral Patel. To stop a receiver from taking control of the hotel and restaurant, Ambica M&J Two LLC, Jagdamba II Corp., and Maha Laxmi II Corp. sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 21-10014 to 21-10016) on Jan. 11, 2021. The petitions were signed by Niral Patel, secretary. Ambica M&J Two estimated assets and liabilities of $1 million to $10 million. Jagdamba II Corp. estimated assets of $500,000 to $1 million and liabilities of $10 million to $50 million. Maha Laxmi II Corp. estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Hon. Robert E. Littlefield Jr. is the case judge. NOLAN HELLER KAUFFMAN LLP, led by Justin A. Heller, is serving as the Debtors' counsel. AYRO INC: Amends ByLaws to Change Quorum Requirement ---------------------------------------------------- The board of directors of AYRO, Inc. approved the second amendment to the amended and restated bylaws, which was effective as of Oct. 19, 2021. The Second Amendment amends and restates Article II, Section 2.6 of the Company's existing amended and restated bylaws in its entirety to lower the number of holders of the shares entitled to vote at a meeting of stockholders constituting a quorum, in person or by proxy, from a majority to one-third. Specifically, the restated Section 2.6 states that "The holders of one-third of the voting power of the stock issued, outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, the holders of one-third of the voting power of the then-issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange." The previous Section 2.6 stated, in its relevant section, that "The holders of a majority of the voting power of the stock issued, outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, a majority of the voting power of the then-issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange." About AYRO Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com -- engineers and manufactures purpose-built electric vehicles to enable sustainable fleets. With rapid, customizable deployments that meet specific buyer needs, AYRO's agile EVs are an eco-friendly microdistribution alternative to gasoline vehicles. Ayro reported a net loss of $10.76 million for the year ended Dec. 31, 2020, compared to a net loss of $8.66 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $94.23 million in total assets, $5.20 million in total liabilities, and $89.03 million in total stockholders' equity. B N EMPIRE: Seeks Approval to Hire Latham as Bankruptcy Counsel --------------------------------------------------------------- B N Empire, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Latham, Luna, Eden & Beudine, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor as to its rights and duties in its bankruptcy case; b. preparing pleadings and other documents, including a plan of reorganization; and c. taking other necessary actions incident to the proper preservation and administration of the Debtor's estate. The firm's standard rates range from $575 per hour for attorneys and $105 per hour for junior professionals. Latham received a retainer in the amount of $10,000. As disclosed in court filings, Latham does not represent interests adverse to the Debtor and its estate. The firm can be reached through: Justin M. Luna, Esq. Latham, Luna, Eden & Beudine, LLP 201 S. Orange Avenue, Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathlamluna.com bknotice l@lathamluna.com About B N Empire LLC B N Empire, LLC, which owns a shopping center in Temple Terrace, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 21-04509) on Aug. 30, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Rajesh Bahl, manager, signed the petition. Judge Roberta A. Colton oversees the case. The Law Firm of M. Vincent Pazienza, P.A. and Latham, Luna, Eden & Beudine, LLP represent the Debtor as legal counsel. Hoffman, Larin & Agnetti, P.A. represents Elizon DB Transfer Agent, LLC, secured creditor. BLOCK COMMUNICATIONS: S&P Upgrades ICR to 'BB', Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised all ratings one notch, including its issuer credit rating on U.S. cable and telecommunications provider Block Communications Inc., to 'BB', as debt-to EBITDA (3.2x for the LTM ended June 30, 2021) is comfortably below its upgrade trigger of 4.25x. S&P said, "The stable outlook reflects our view that debt to EBITDA will remain below 4.25x despite the potential for bolt-on acquisitions, but the lack of a clear maximum leverage target limits further ratings upside over the next year. "The upgrade reflects our view that the recent improvement in the company's credit metrics will be sustained. We expect the company's cable segment (about 65% sales and 90% EBITDA) to continue to increase earnings at about 5%-7% for the next two to three years, driven by predictable demand for high-speed internet. Although the company's publishing segment is still unprofitable, losses have been significantly reduced as the number of print days was cut to two in early 2021. Therefore, given a lower cost structure, we expect only a modest $5 million-$10 million drag on EBITDA over the next two years compared with losses of $20 million-$30 million per year from 2017-2020. We believe these factors will result in continued improvement in FOCF for the foreseeable future and a greater ability to deleverage with mid—single-digit consolidated EBITDA growth. "We believe rural markets are reaching an inflection point that presents opportunities for cable providers like Block. We believe there is still room for substantial cable subscriber growth in non-fiber markets (which we estimate will still account for the majority of homes in Block's footprint by 2025 despite increasing fiber builds). These markets have historically been underpenetrated because of below-average income levels and less data usage than consumers in more urban markets. We believe shifting consumer habits increasingly favor the trade-off for faster, more expensive internet offered by the incumbent cable provider rather than slower but cheaper copper-based internet service offered by the local phone company (ILEC)." Increasing fiber buildouts could limit Block's market share gains from telecommunications operators' digital subscriber line (DSL) customers in certain markets. S&P expects fiber buildouts over existing copper wire would mostly allow the ILEC to maintain its existing market share and protect its current subscriber base rather than take significant share away from Block. This is because fiber-based internet speeds are similar to speeds offered by cable, as Block has invested in its network in recent years. However, any increase in competition will certainly limit subscriber growth opportunities and could result in heightened pricing pressure. S&P said, "Still, we expect that fiber markets will constitute less than 50% of Block's footprint five years from now, resulting in overall high-speed data penetration rates approaching 55% by the end of 2025 from about 46% today, driven by growth in non-fiber markets. "We view fixed wireless competition as a manageable risk. We believe consumer behavior plays to cable's strength, as exponentially rising data usage requires fast, reliable internet connections. However, Verizon management recently increased its target addressable market for fixed wireless broadband service to 50 million homes by 2025, up from previous guidance of 30 million following the purchase of C-band spectrum licenses (with a goal of at least 20% penetration). T-Mobile targets 7 million-8 million customers by 2025 while AT&T will not be aggressively deploying fixed wireless." While the updated strategy from Verizon poses incremental risk to cable, S&P continues to view fixed wireless as a manageable risk to cable for the following reasons: -- Fixed wireless may be an inefficient allocation of spectrum resources. There is a clear trade-off between speeds offered to customers and the number of customers that can be served per cell site and the more lucrative business model is in mobile applications, which can be monetized at a substantially higher rate per bit. To the extent a wireless carrier is spectrum constrained, a single residential customer could crowd out the traffic of many mobile customers. This could confine fixed wireless to niche locations, such as an outer suburb with good spectrum resources but lower mobile demand. -- Fixed wireless speeds may not be sufficient, particularly for T-Mobile, which is offering speeds of 35-115 megabits per second. S&P believes that five years from now, this may be limited to primarily taking share from DSL customers. -- Fixed wireless service may not be as reliable, particularly for Verizon, which is using a higher-frequency spectrum that may face interference from trees, hills, etc. S&P said, "We expect debt to EBITDA to remain below 4.25x despite the potential for acquisitions. Although Block does not operate with a clear leverage target, we view the potential for significant releveraging as low. We believe it's possible that the company could pursue acquisitions in telecom and cable, but most targets are relatively small. In fact, the company has not made a meaningful acquisition since 2014, when it bought MaxxSouth for about $200 million and Line systems for about $50 million. "Given the recent deleveraging and earnings growth potential, we believe it would take an acquisition of over $400 million to push leverage above 4.25x, which we view as a low probability. "The stable outlook reflects our view that the company has built ample cushion into the rating to accommodate most leveraging acquisition scenarios we can envision, such that we believe debt to EBITDA will be sustained below 4.25x over the next year. "We could lower the rating if S&P Global Ratings-adjusted debt to EBITDA were to rise above 4x on a sustained basis. We believe this would most likely occur from a shift to a more aggressive financial policy that would lead to a large debt-financed acquisition (more than $400 million) or shareholder return (more than $300 million). "It is unlikely that we would raise our rating on Block over the next year unless it committed to maintaining leverage below 3.25x on a sustained basis." BOY SCOUTS: District Court Won't Hear PI Claim Estimation --------------------------------------------------------- The United States District Court for the District of Delaware denied the motion by the Future Claimants' Representative, the Official Committee of Tort Claimants, and the Coalition of Abused Scouts for Justice seeking an order withdrawing the reference of a contested matter pending in the Boy Scouts of America Chapter 11 cases, involving the estimation of certain personal injury tort claims. The Motion for Leave criticizes the terms of the then-proposed plan of reorganization -- including the amount of funding for the proposed settlement trust and protections afforded to third parties -- and argues that, after a year of stalled negotiations, an estimation proceeding is necessary to "move the process forward" and "make meaningful progress toward compensating the survivors." Following briefing and discovery, the Bankruptcy Court took the Estimation Motion under advisement at the May 19, 2021 hearing. It appears that no ruling on the Estimation Motion has yet issued; rather, in the past few months, the Bankruptcy Court has overseen significant progress in the chapter 11 cases, including its appointment of a panel of mediators and referral of certain matters to mandatory mediation; BSA's proposal of a restructuring support agreement; ongoing mediation efforts, "involving at least thirty-four (34) Mediation Parties" including "in-person mediation sessions on August 3-5, 18-20 and 23-24," and continuing mediation sessions "held by videoconference and telephone on a near-daily basis," which have resulted in significant settlements with insurers and an agreement in principle among BSA, the FCR and the Coalition, and other key constituencies "on settlement terms that will result in an additional $1.037 billion of cash contributions to the Settlement Trust, in addition to the contributions of up to approximately $820 million that will be made by the Debtors and Local Councils." According to the Mediators' Sixth Report, filed on September 14, 2021, they "do not consider the Mediation to be closed," "the [M]ediation remains ongoing," and "the Mediators believe that it will likely lead to further settlements that maximize the value of the estates for the benefit of creditors." These efforts have resulted in extensive revisions to the proposed plan, including a fifth amended version and amended disclosure statement. On September 30, 2021, the Bankruptcy Court entered an order approving the amended disclosure statement and scheduling a plan confirmation hearing for January 24, 2022. In light of these developments, the District Court pointed out that it is unclear at this stage whether the relief sought in the Estimation Motion would help or hinder the hard fought progress that parties have made to date through their diligent mediation efforts. But even assuming that the relief sought in the Estimation Motion would move the reorganization forward, the District Court must deny the Motion for Leave to withdraw the Estimation Motion because that matter is properly before the Bankruptcy Court and the Movant has failed to demonstrate cause for permissive withdrawal of the reference. According to the District Court, the Estimation Motion is a "core" proceeding under 28 U.S.C. Section 157(b)(2)(B) and falls outside the "non-core" exception for an estimation "for purposes of distribution." As such, the Bankruptcy Court can conduct any estimation it deems appropriate, and the reference need not be withdrawn. A full-text copy of the Memorandum dated Oct. 13, 2021, a full-text copy of which is available at https://tinyurl.com/ac6rs8u8 from Leagle.com. The case is FUTURE CLAIMANTS' REPRESENTATIVE, et al., Petitioners, v. BOY SCOUTS OF AMERICA and DELAWARE BSA, LLC, Respondents, Civil Action No. 21-392-RGA (D. Del.). 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. CAPITOL CLOSET: Case Summary & 14 Unsecured Creditors ----------------------------------------------------- Debtor: Capitol Closet Design, Inc. 8027 Leesburg Pike Suite 304 Vienna, VA 22182 Business Description: Capitol Closet Design, Inc. is privately held company in the custom closet construction business. Chapter 11 Petition Date: October 25, 2021 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 21-11781 Debtor's Counsel: John P. Forest, II, Esq. LAW OFFICE OF JOHN P. FOREST, II 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Tel: (703) 691-4940 Email: j.forest@stahlzelloe.com Total Assets as of October 25, 2021: $311,442 Total Liabilities as of October 25, 2021: $1,415,004 The petition was signed by Larry Nordseth as president. A copy of the Debtor's list of 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UGL6RBA/Capitol_Closet_Design_Inc__vaebke-21-11781__0006.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K3NER7Y/Capitol_Closet_Design_Inc__vaebke-21-11781__0001.0.pdf?mcid=tGE4TAMA CCMW LLC: Claims Will be Paid from Property Sale Proceeds --------------------------------------------------------- CCMW, LLC, filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a Disclosure Statement for Plan of Liquidation dated October 18, 2021. CCMW is a limited liability company organized in July 2009 and existing under the laws of the State of North Carolina, with its principal office located in Guilford County, North Carolina. Edward Regensburg is the sole member-manager of Debtor. CCMW asserts that its owns twenty-four condo units located at 1822-1832 North Elm Street, Greensboro, North Carolina ("Real Property"). This is a plan of liquidation. The Debtor shall sell the Real Property in a controlled fashion and at the highest value attainable, in order to maximize the return to the Estate. The Cash proceeds received from these efforts shall constitute and be added to Available Cash. Under the Plan certain claims shall be paid at the expiration of the Liquidation Sale Period and certain other claims shall be paid from Available Cash on the Distribution Date by the Distribution Agent and distributed in accordance with the Plan of Liquidation to creditors in the order and priority. CCMW seeks to engage Tracey G. Shrouder of 360 Realty pursuant to the terms and conditions of an Exclusive Right to Sell Listing Contract ("Listing Agreement"). The proposed listing price is $2,700,000.00 and the term of the Listing Agreement expires on September 30, 2022. The sale of the Real Property shall occur within the Liquidation Sale Period, unless otherwise modified by the Court upon request of the Debtor. The Real Property shall be listed for sale pursuant to the Listing Agreement, the term of which expires on September 30, 2022. If the property is not sold on or before September 30, 2022, the Debtor shall engage a reputable auction company to conduct an auction of the Real Property. The Real Property shall be at sold at auction and said auction sale shall close on or before November 30, 2022. Upon the sale of the Real Property the purchase price, less customary closing costs associated to include, nut not limited to, brokers commission, real property taxes and seller closing costs ("Net Sales Price"), shall be distributed at closing to the holders of Allowed Secured Claims. Any excess funds, after the payment of the Allowed Secured Claims from the Net Sale Proceeds, shall be paid to the Disbursing Agent at closing and added to the Available Cash then existing. The Disbursing Agent shall make a distribution of the Available Cash to the holders of remaining Allowed Claims in order of priority as follows: * Class I – Administrative Claims * Class VII – Settlement Agreement Claim of Peeples * Class VIII – General Unsecured Claims * Class IX – General Unsecured Claim of Davenport Class VIII consists of the claims of non-insider general unsecured claims, except Paula Davenport, which hold any claim against the Debtor. The Allowed Claims of Class VIII shall be paid from Available Cash, to the extent available, on Distribution Date, and shall be subordinate to the Allowed Claims of Class I through Class VII. It is estimated that the Allowed Class VIII Claims total $26,195.09. If Available Cash is insufficient to pay the Allowed Claims of Class VIII in full, the Allowed Claims shall be paid on a pro rata basis. This Class is impaired. Class IX consists of the unsecured claim of Paula Davenport. The Allowed Claim of Davenport shall be subordinate to the Allowed Claims of Class I through VIII and shall be in an amount equal to all Available Cash, after payment in full of all priority claims to the extent available, on the Distribution Date. The provisions of this Plan provide for the liquidation of the Debtor's most substantial and valuable asset, the Real Property, in order to satisfy its secured debt obligations and to create Available Cash to distribute to its remaining creditors in an effort to satisfy all claims in full. As of September 30, 2021 the Debtor holders $7,043.41 in its bank account, which represents net profit of the Debtor's operations. Post confirmation the bank account is estimated to increase by approximately $5,000.00 per month, on average. The Debtor shall have approximately ten months from the effective date of the Plan to sell the Real Property via private sale. Should a sale not be consummated on or before September 30, 2022, the Debtor shall employ the services of a reputable auction company to liquidate the Real Property through an auction, with the funds be dispersed pursuant to the terms of this Plan. A full-text copy of the Disclosure Statement dated October 18, 2021, is available at https://bit.ly/3DZDJd8 from PacerMonitor.com at no charge. Counsel for the Debtor: Samantha K. Brumbaugh, Esq. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP 100 South Elm Street, Suite 500 Greensboro, NC 27401 Telephone: (336) 274-4658 Facsimile: (336) 274-4540 About CCMW LLC Greensboro, N.C.-based CCMW, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 21-10395) on July 20, 2021. At the time of the filing, the Debtor had $1 million to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP and Lynn, Webb & Smith, PLLC serve as the Debtor's legal counsel and financial consultant, respectively. CCMW LLC: Nov. 30 Plan & Disclosure Hearing Set ----------------------------------------------- On Oct. 18, 2021, debtor CCMW, LLC filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a Disclosure Statement for Plan of Liquidation. On Oct. 19, 2021, Judge Benjamin A. Kahn conditionally approved the Disclosure Statement and ordered that: * Nov. 19, 2021 is fixed as the last date for filing and serving written objections to final approval of the Disclosure Statement. * Nov. 30, 2021 at 9:30 a.m. at the U.S. Bankruptcy Court, 101 South Edgeworth Street, 2nd Floor, Courtroom 1, Greensboro, North Carolina 27401 is the hearing on confirmation of the Plan and final approval of Disclosure Statement. * Nov. 19, 2021, is fixed as the last day for filing written acceptances or rejections of the Plan * Nov. 19, 2021, is fixed as the last day for filing and serving written objections to the confirmation of the Plan. A full-text copy of the order dated October 19, 2021, is available at https://bit.ly/3niQZ5T from PacerMonitor.com at no charge. Counsel for the Debtor: Samantha K. Brumbaugh, Esq. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP 100 South Elm Street, Suite 500 Greensboro, NC 27401 Telephone: (336) 274-4658 Facsimile: (336) 274-4540 About CCMW LLC Greensboro, N.C.-based CCMW, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 21-10395) on July 20, 2021. At the time of the filing, the Debtor had $1 million to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP and Lynn, Webb & Smith, PLLC serve as the Debtor's legal counsel and financial consultant, respectively. CFN ENTERPRISES: Obtains $250K Loan ----------------------------------- CFN Enterprises Inc. borrowed $250,000 from a lender and issued a promissory note for the repayment of the amount borrowed. The promissory note is unsecured, has a maturity date of Dec. 31, 2024 and all principal is due upon maturity. The amount borrowed accrues interest at 12% per annum and accrued interest is payable monthly commencing on Dec. 1, 2021. The promissory note contains customary events of default permitting acceleration of repayment for nonpayment of amounts due, a bankruptcy related proceeding, breach of representations or covenants, sale of substantially all assets, and change of control. About CFN CFN Enterprises Inc. owned and operated CAKE and getcake.com, a marketing technology company that provided a proprietary solution for advanced analytics, attribution and campaign optimization for digital marketers, and it sold this business on June 18, 2019. The Company contemporaneously acquired assets from Emerging Growth LLC related to its cannabis industry focused sponsored content and marketing business, or the CFN Business. Its initial ongoing operations will consist primarily of the CFN Business and the Company will continue to pursue strategic transactions and opportunities. The Company reported a net loss of $1.42 million in 2020. As of June 30, 2021, CFN had $708,521 in total assets, $2.57 million in total liabilities, and a total stockholders' deficit of $1.86 million. New York-based RBSM LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. CHESTER J. MARINE: Russell Marine Directed to Pay $86,000 --------------------------------------------------------- The United States Bankruptcy Court for the Eastern District of Louisiana ordered that the claim for breach of contract asserted by Russell Marine Towing, LLC, in its complaint captioned as, RUSSELL MARINE TOWING LLC, Plaintiff, v. CHESTER J. MARINE LLC, M/V CECILE A. FITCH Defendant, Adversary No. 20-1042 (Bankr. E.D. La.) is granted in part and denied in part and Russell Marine is entitled to an offset of $15,000, plus prejudgment interest against its liability to Chester J. Marine, LLC. The Court further ordered that the claims alleged in Chester J. Marine, LLC's Complaint captioned CHESTER J. MARINE, LLC, Plaintiff, v. RUSSELL MARINE TOWING, LLC Defendant, Adversary No. 20-1048 (Bankr. E.D. La.), are granted in part and denied in part, and Chester J. Marine is entitled to judgment against Russell Marine on its claims in the amount of $86,525, plus pre-judgment interest. This dispute centers on events that transpired over a few days in February 2020, resulting in Chester J. Marine suing Russell Marine for damages in state court for non-payment for two tows it performed. Chester Marine also placed liens on Russell Marine's customers' barges. Russell Marine then sued Chester Marine in federal court for damages, asserting one count for breach of contract and seeking damages associated with the two tows. Russell Marine also placed a lien on Chester Marine's tugboat and sole asset, the M/V CECILE A. FITCH. According to the Court, Russell Marine breached the maritime contract for the First Tow by failing to pay the amount due under the contract. But that amount must be offset by the damages that occurred to Barge SCF 16109 B while in the custody and control of Chester Marine. Russell Marine paid $15,000 for the repairs to the barge, so the total amount of damages owed by Russell Marine to Chester Marine for the First Tow after that offset is $20,909.01. The Court found that Chester Marine did not satisfy its evidentiary burden to obtain an award of lost profits. It presented no evidence indicating a "reasonable certainty" that its sole asset would have been able to work or earn profits had it not been arrested by Russell Marine. But as to the $36,000 in stand-by fees, even if those are not a foreseeable consequence of Russell Marine's repudiation of the Second Tow agreement, Russell Lawtum, principal of Russell Marine, certainly had notice of the "special circumstances from which such damages would flow" as he told Larry Fitch, the principal of Chester Marine, and his team to remain with the barges while he found a replacement tugboat to complete the Second Tow. Thus, for the Second Tow, the Court found that Russell Marine is liable to Chester Marine for the amount of $65,616, representing the amount of the invoice for partial performance and stand-by fees. A full-text copy of the Memorandum Opinion and Order dated Oct. 13, 2021, is available at https://tinyurl.com/pch27ysm from Leagle.com. About Chester J Marine Chester J. Marine, LLC, a provider of inland water freight transportation services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 20-11002) on June 4, 2020. At the time of the filing, the Debtor disclosed $1,004,125 in assets and $361,889 in liabilities. Judge Meredith S. Grabill oversees the case. The Debtor tapped Robert L. Marrero, LLC as its legal counsel. CHINA FISHERY: Liquidators Say Plans Patently Unconfirmable ----------------------------------------------------------- The liquidators of Alatir Limited, Europaco Limited, Metro Win Inc Limited, Pacific Andes Enterprises (BVI) Limited, Palanga Limited, PARD Trade Limited, Parkmond Limited, Perun Limited, Richtown Development Limited, Solar Fish Trading Limited and Zolotaya Orda Limited (collectively, the "Liquidation Companies") object to the China Fishery Group Limited (Cayman), et al.'s motion for approval of the Disclosure Statement explaining their Chapter 11 Plan. The Liquidation Companies and entities under their control timely filed multiple liquidated and unliquidated claims against the PAIH Debtors, the largest of which was asserted in a liquidated amount exceeding $1.3 billion (Claim No. 1644). No objection to these claims has been interposed in the more than four years since the claims were filed, and the claims accordingly are deemed allowed in accordance with section 502. Despite that fact, and without offering any evidence to refute the allegations in the claims or otherwise attempting to carry the Debtors' burden in objecting to them, the PAIH Plan provides without explanation that the Liquidation Companies' allowed claim against Nouvelle in an amount exceeding $1.3 billion will be reduced for purposes of the Plan to just over $6 million, a reduction of more than 99.5%. The Liquidation Companies point out that more than five years after the chapter 11 cases were first commenced, the Debtors have proposed two plans of liquidation for the holding companies and other "dormant, non-operating" entities that comprise the bulk of the estates. The first, the "PAIH Plan," seeks to effectuate the sale of certain non-debtor real estate owned by the Debtors' affiliates and use the sale proceeds to fund distributions. The second, the "CFGL/PARD Plan," proposes to fund distributions using the proceeds of a prior settlement relating to the Debtors' former operations in Peru. Both plans violate fundamental tenets of bankruptcy law relating to, among other things, the priority of claims and interests, and both plans are patently unconfirmable on their face. Liquidation Companies further point out that the circumstances of these cases -- and the provisions of the plans themselves -- evidence that neither plan was proposed with the requisite "honesty and good intentions" required for confirmation. Far from being proposed in good faith in order to reorganize the Debtors' affairs or effectuate an orderly liquidation, the plans appear to be designed wherever possible to siphon value away from creditors and into the hands of equity holders. Moreover, the plans seek to insulate a broad swath of insiders and related parties from any pre- and postpetition liability through expansive release and injunctive provisions, including nonconsensual releases of, among others, the Debtors' and their non-Debtor affiliates': predecessors, successors and assigns, subsidiaries, and Affiliates, and its and their current and former officers, directors, principals, shareholders and their Affiliates, members, managers, partners, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, and other professionals, and such persons' respective heirs, executors, estates, servants and nominees. The plans and disclosure statements contain virtually no disclosure regarding the specific parties or claims covered by the releases and no justification for the many parties included, including how (if at all) the releases are intended to affect hundreds of millions of dollars in claims the Liquidation Companies are currently pursuing against the Group's insiders and prepetition professionals. Creditors are accordingly left with little to no information on which to base their voting decisions aside from the ambiguous language of the release provisions themselves. According to Liquidation Companies, ample reasons exist to deny confirmation of the plans. But as each plan falls woefully short of meeting the thresholds for confirmation and is unconfirmable on its face as a matter of law, the motions to approve the disclosure statements and permit the solicitation of votes should be denied. Attorneys for the Liquidators of the Liquidation Companies: Douglas E. Deutsch Robert Johnson CLIFFORD CHANCE US LLP 31 West 52nd Street New York, NY 10019 Telephone: (212) 878-8000 Facsimile: (212) 878-8375 About China Fishery Group China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. In the petition signed by CEO Ng Puay Yee, China Fishery Group was estimated to have assets at $500 million to $1 billion and debt at $10 million to $50 million. The cases are assigned to Judge James L. Garrity Jr. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP, as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as special counsel. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CHOATES G. CONTRACTING: Unsecureds to Recover 100% in 5 Years ------------------------------------------------------------- Choates G. Contracting, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Reorganization dated October 19, 2021. The Debtor is a certified minority owned Real Estate Construction Company. The Debtor is a New Jersey Limited Liability Company 100% owned by Darrell Choates. In addition, the Debtor owns numerous piece of real estate which were acquired for the purpose of holding and renting. The Debtor seeks to repay unsecured creditors 100% of the amounts that they are owed over a period of up to 5 years. The Debtor's expectation is that creditors will in fact be paid off sooner than the full five years. Any allowed Class 9 General Unsecured Claims will receive 100% payment. The Debtor will fund this payment through a combination of sales of real estate parcels and income from future operations. Upon confirmation of the Plan, the Debtor and the Debtor's principal shall enter into a lease under which the Debtor's principal shall pay $5,000 per month to the Debtor as rent for use of 122 Danton Lane, Mullica Hill, New Jersey. The Debtor believes that the Sub-Chapter V Trustee shall remain involved in the case and act as the disbursing agent under the Plan, as the Debtor believes that this Plan will need to be confirmed under 11 U.S.C.§1191(b) [or even if confirmed consensually, one of the terms of the consent will be the continued involvement of the Sub-Chapter V Trustee.] The Debtor will pay from future earnings the following amounts to the Sub-Chapter V Trustee, for disbursement to creditors: * Year 1: $5,000 per month paid to the Sub-Chapter V Trustee; * Year 2: $10,000 per month paid to the Sub-Chapter V Trustee; * Years 3, 4, 5: $12,000 per month paid to the Sub-Chapter V Trustee; In addition, the Debtor proposes to sell the following pieces of real estate within 6 months of the entry of an order of confirmation: (a) 5300 Master Street, Philadelphia, PA; (b) 13 Riviera Drive, Pennsville, NJ; (c) 120 Peace Lane, Glassboro, NJ; and (d) 401 Cooper Landing Road, Suite C-4, Cherry Hill, NJ. The Debtor shall pay over 80% of the net proceeds from each of these sales to the SubChapter V Trustee for disbursement under the Chapter 11 Plan and retain 20% of the net proceeds for the payment of taxes and to fund operations. The payment arrearages with respect to secured obligations on the properties (for sale/refinance) will be paid at the time of the sale/refinance. The Debtor shall also sell 122 Danton Lane, Mullica Hill, New Jersey within one year of confirmation of the plan. Pending the sale, the Debtor shall maintain regular monthly mortgage payments to Mr. Cooper, the mortgagee on said property. Upon payment to the Sub-Chapter V Trustee sufficient to pay 100% to all unsecured creditors and claimants, the Debtor's Chapter 11 Plan shall be completed. It is projected that this will occur before the end of scheduled periodic payments. A full-text copy of the Second Amended Plan of Reorganization dated October 19, 2021, is available at https://bit.ly/3B972Ip from PacerMonitor.com at no charge. Debtor's Counsel: Daniel L. Reinganum McDowell Law, PC 46 W. Main Street Maple Shade, NJ 08052 About Choates G. Contracting Cherry Hill, N.J.-based Choates G. Contracting, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 21-13085) on April 15, 2021. Darrell Choates, managing member, signed the petition. In the petition, the Debtor disclosed total assets of $1,672,000 and total liabilities of $1,167,600. Judge Andrew B. Altenburg Jr. oversees the case. McDowell Law, PC is the Debtor's legal counsel. DECK SUPPLY: Court Confirms Subchapter V Plan --------------------------------------------- Judge Charles Novack has entered an order confirming the Plan of Deck Supply Warehouse, LLC. The Plan is modified to include distribution of $1.00 to the Class 3-B claim holder Deck Master Fine Decks Inc. payable within 10 days from the effective date of the Plan. The Compromise and Settlement Agreement entered into between the Debtor and Creditor Janet Alexander which was approved by the Court sets forth the treatment of the claim held by Janet Alexander under the Chapter 11 Plan. The intent and goal of the chapter 11 plan is to restructure the secured debt payments and pay a significant dividend to the unsecured creditors in an amount greater than what would be received in a chapter 7 liquidation. The Plan also allows the debtor to continue to operate so the goals of paying the secured creditors as well as the unsecured creditors can be effectuated. Non-priority unsecured creditors holding allowed claims will receive distributions, valued at approximately 40 cents on the dollar. A copy of the Subchapter V Plan for Small Business, filed Aug. 20, 2021, is available at https://tinyurl.com/jfatm86c Attorney for the Debtor: Brian A. Barboza, Esq. Law Offices of Brian A. Barboza 131-A Stony Circle, Suite 500 Santa Rosa, CA 95401 Telephone: (707) 527-8553 Facsimile: (707) 543-1304 About Deck Supply Warehouse Deck Supply Warehouse, LLC, is wholesaler of premium decking materials. Deck Supply filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 21-10266) on May 27, 2021. In the petition signed by Jeanette Leavens, managing member, the Debtor disclosed $569,116 in total assets and $1,518,068 in total liabilities as of May 26, 2021. Judge Charles Novack presides over the case. The Law Offices of Brian A. Barboza is the Debtor's counsel. DK INTERNATIONAL: Taps Shraiberg, Landau & Page as Legal Counsel ---------------------------------------------------------------- DK International Associates, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Shraiberg, Landau & Page, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor generally regarding matters of bankruptcy law in connection with its bankruptcy case; b. advising the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules pertaining to the administration of the case and U.S. Trustee Guidelines related to the daily operation of its business and administration of the estate; c. representing the Debtor in all proceedings before the court; d. preparing and reviewing legal documents; e. negotiating with creditors, preparing and seeking confirmation of a plan of reorganization and related documents, and assisting the Debtor with the implementation of the plan; and f. performing all other legal services for the Debtor. The firm's hourly rates are as follows: Bradley S. Shraiberg $600 per hour Patrick Dorsey $450 per hour Joshua Lanphear $350 per hour Legal Assistants $275 per hour The Debtor's principals, Daryl and Katherine Soderman, provided the firm with a $3,500 retainer. Bradley Shraiberg, Esq., attorney at Shraiberg, disclosed in a court filing that his firm neither holds nor represents interests adverse to the Debtor's estate. The firm can be reached through: Bradley S. Shraiberg, Esq. Joshua Lanphear, Esq. Shraiberg, Landau & Page, P.A. 2385 NW Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: 561-443-0800 Fax: 561-998-0047 Email: bss@slp.law jlanphear@slp.law About DK International Associates Inc. DK International Associates, Inc.'s line of business includes manufacturing fabricated structural metal and steel. It is based in Fort Lauderdale, Fla. DK International Associates filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-20035) on Oct. 19, 2021, listing up to $500,000 in assets and up to $10 million in liabilities. Daryl Soderman, president of DK International, signed the petition. Judge Scott M. Grossman presides over the case. Bradley S. Shraiberg, Esq., at Shraiberg, Landau & Page, P.A. represents the Debtor as legal counsel. EAGLECLAW MIDSTREAM: S&P Places 'B' ICR on CreditWatch Positive --------------------------------------------------------------- S&P Global Ratings placed EagleClaw Midstream Ventures LLC 'B' issuer credit rating and 'B' issue-level rating on CreditWatch with positive implications. S&P also placed BCP Raptor II LLC 'B-' issuer credit rating and 'B-' issue-level rating on CreditWatch with positive implications. BCP Raptor HoldCo, the parent company of EagleClaw Midstream Ventures LLC and BCP Raptor II LLC, is merging with Altus Midstream Co. (NR) as announced on Oct. 21, 2021. The all-stock business combination creates one of the largest Delaware Basin integrated midstream energy companies. S&P Global Ratings expects the transaction to close in the first quarter of 2022. The pro forma Altus Midstream Co. will significantly increase scale in the Delaware Basin with midstream gathering and processing and long-haul pipeline transportation capabilities, representing approximately 65% and 35% of 2022 estimated EBITDA, respectively. S&P forecasts the pro forma entity could achieve an adjusted EBITDA base in the $800 million area with adjusted debt to EBITDA in the 4x-4.5x range in 2022. The CreditWatch with positive implications reflects the likelihood that S&P will raise its ratings on EagleClaw Midstream Ventures LLC and BCP Raptor II LLC multiple notches at merger transaction close to align with the pro forma entity. S&P expects to resolve the CreditWatch placement at or near the transaction closing. EASTSIDE DISTILLING: Signs Agreement to Sell 2.5M Preferred Shares ------------------------------------------------------------------ Eastside Distilling, Inc., has entered into a securities purchase agreement for a private placement offering with Crater Lake Private Limited. Geoffrey Gwin, chief financial officer commented, "We are excited about this partnership with Crater Lake Private Limited. This investment gets us closer to finalizing the financing of the initial phase of our three-year growth plan." The Company has entered into a definitive agreement with Crater Lake Private Limited to issue and sell to Crater Lake up to 2.5 million shares of the Company's Series B Preferred Stock, $0.0001 par value per share, at a purchase price of $1.00 per Preferred Share. The Preferred Shares are convertible into shares of the Company's common stock, par value $0.0001 per share pursuant to the terms and conditions set forth in the Certificate of Designation of Series and Determination of Rights and Preferences of its Series B Preferred Stock with an initial conversion price of $3.10. In connection with the purchase of the Preferred Shares, Crater Lake shall receive a warrant to purchase up to 116,666 shares of common stock at an exercise price equal to $3.75. The Company anticipates that the private offering will close on or before Oct. 29, 2021. In addition, the Company has sold 718,000 of shares of common stock pursuant to an "at-the-market" offering previously announced on Sept. 10, 2021, bringing the total common shares outstanding to 14,087,028 as of Oct. 25, 2021. Kelvin Seetoh, managing director of Crater Lake Private Limited commented, "Over the past year, management has made significant improvements to the overall business. Accomplishments include integration and alignment of their business structure, fixing the balance sheet, and building a talented team of industry professionals." Mr. Seetoh continued, "We believe our investment will allow Eastside to accelerate the three-year strategic plan. The business is underappreciated and with the proper support and investment, the Company has the potential to be worth multiples of its current market valuation. We look forward to supporting the Company as it builds its twin engines of canning and spirits." The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 30 days of the closing to register the resale of the shares of common stock issued in the private placement. About Eastside Distilling Headquartered in Portland, Oregon, Eastside Distilling, Inc. -- www.eastsidedistilling.com -- manufactures, acquires, blends, bottles, imports, exports, markets, and sells a wide variety of alcoholic beverages under recognized brands. Eastside Distilling reported a net loss of $9.86 million for the year ended Dec. 31, 2020, compared to a net loss of $16.91 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $27.20 million in total assets, $18.52 million in total liabilities, and $8.68 million in total stockholders' equity. ELECTROMEDICAL TECHNOLOGIES: Gets $750K Loan from Mast Hill, Talos ------------------------------------------------------------------ Electromedical Technologies, Inc. entered into two financing contracts: one with Mast Hill Fund, L.P., in the principal amount of $500,000; and another with Talos Victory Fund, LLC, in the principal amount of $250,000. No material relationship exists between the Company or its affiliates and Mast Hill and Talos, other than in respect of the respective financing contracts. The Mast Hill Agreement In exchange for a convertible promissory note, Mast Hill agreed to lend the Company $500,000 with 10% interest per annum, less $50,000 OID. The maturity date of the promissory note is Oct. 13, 2022. There is no pre-payment penalty associated with the convertible promissory note, and no registration rights connected to the shares issuable under conversion of the note. The conversion price is fixed at $0.06, subject to adjustment should the Company take certain actions, including entering into another financing or selling common stock at a price below the fixed price. In that event, Mast Hill's conversion price would be reduced to equal the lower price. The Company is not required to issue additional shares to Mast Hill in the event an adjustment to the fixed price occurs. As additional consideration for the financing, the Company issued Mast Hill a 5-year warrant to purchase 4,166,666 shares of common stock at a fixed price of $0.12 per share, subject to price adjustments for certain actions, including dilutive issuances. The warrant does not provide for registration rights. The Talos Agreement In exchange for a convertible promissory note, Talos agreed to lend the Company $250,000 with 10% interest per annum, less $25,000 OID. The maturity date of the promissory note is Oct. 13, 2022. There is no pre-payment penalty associated with the convertible promissory note, and no registration rights connected to the shares issuable under conversion of the note. The conversion price is fixed at $0.06, subject to adjustment should the Company take certain actions, including entering into another financing or selling common stock at a price below the fixed price. In that event, Talos' conversion price would be reduced to equal the lower price. The Company is not required to issue additional shares to Talos in the event an adjustment to the fixed price occurs. As additional consideration for the financing, the Company issued Talos a 5-year warrant to purchase 2,083,333 shares of common stock at a fixed price of $0.12 per share, subject to price adjustments for certain actions, including dilutive issuances. The warrant does not provide for registration rights. Amendment to Certificate of Incorporation (b) On October 14, 2021, the board of directors approved a resolution to amend the Company's Certificate of Incorporation to: (1) increase the Company's authorized shares to two hundred and fifty-one million and one shares of capital stock, including: two hundred and fifty million shares designated as "Common Stock," with a par value of $0.00001 per share; one million shares designated as "Series A Preferred Shares," par value $0.00001 per share; and one share designated as "Series B Preferred Shares," par value $0.00001 per share. Concurrently, and pursuant to Section 2.11 of the Company's By-Laws, shareholders holding a majority of the votes eligible to be cast approved by written consent the proposed amendments to the Company's Certificate of Incorporation. The amendments were filed with the Delaware Secretary of State and recorded on Oct. 14, 2021. Designation of the Series B Preferred Shares modifies the voting rights of stockholders by granting the holder of the Series B Preferred Shares a voting preference on any matter coming before a vote of the security holders, equal to the number of issued and authorized shares, plus one hundred thousand votes, it being the intention of the Company that the holder of the Series B Preferred Shares have effective voting control of the Corporation on a fully diluted basis. The Company has not issued the Series B Preferred Shares as of the date of this filing. Cancels Warrants Issued to Vista On Sept. 30, 2021, the Company entered into a warrant cancellation agreement with Vista Capital Investments, LLC. Previously, on June 4, 2020, the Company issued to Vista a warrant as part of a convertible note financing. The warrant initially provided Vista with the right, until June 4, 2023, to purchase 250,000 shares of the Company's common stock at a fixed price of $1.00 per share, subject to variable price adjustments for dilutive issuances which, subsequent to the issuance of the warrant, reduced the current exercise price to $0.025 per share, and concurrently materially increased the number of warrant shares. In exchange for the cancellation of the warrant, the Company agreed to issue Vista one million shares of restricted stock in reliance on Section 4.2 of the Securities Act. On Oct. 5, 2021, the Company entered into a warrant cancellation and forfeiture agreement with Jefferson Street Capital, LLC. Previously, on Dec. 1, 2020, the Company issued to Jefferson a warrant as part of a convertible note financing. The warrant initially provided Jefferson with the right, until Dec. 1, 2023, to purchase 135,000 shares of the Company's common stock at a fixed price of $1.50 per share, subject to variable price adjustments for dilutive issuances which, subsequent to the issuance of the warrant, reduced the current exercise price to $0.025 per share, and concurrently materially increased the number of warrant shares. Prior to the date of the warrant cancellation, Jefferson exercised warrant conversions and the Company issued 3,281,871 shares of common stock. Jefferson's cancellation of the remainder of the warrant was conditioned upon the Company's closing of financing equal to $750,000, which it accomplished on Oct. 15, 2021. As of Oct. 20, 2021, the Company's debentures issued to YA II PN, Ltd. have been fully converted and satisfied. Previously, on Feb. 8, 2021, the Company issued and sold to Yorkville three convertible debentures in the aggregate principal amount of $1,000,000. Further, the Company issued Yorkville a warrant to purchase 2,500,000 common shares, until Feb. 8, 2026, at a fixed price of $0.40 per share, subject to variable price adjustments for dilutive issuances which, subsequent to the issuance of the warrant, reduced the current exercise price to $0.025 per share, and possibly increasing the number of warrant shares. The Company and Yorkville agreed to an adjusted price of $0.025 pursuant to the terms of the warrant and confirmed that no additional shares of common stock would be issued subject to the price adjustment. About Electromedical Technologies Scottsdale, AZ-based Electromedical Technologies, Inc. is a bioelectronics manufacturing and marketing company. The Company offers U.S. Food and Drug Administration (FDA) cleared medical devices for pain management. Bioelectronics is a developing field of "electronic" medicine, which uses electrical impulses over the body's neural circuitry to try to alleviate pain, without drugs. Electromedical reported a net loss of $3.87 million for the year ended Dec. 31, 2020, compared to a net loss of $1.74 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $1.44 million in total assets, $2.91 million in total liabilities, and a total stockholders' deficit of $1.47 million. San Diego, California-based dbbmckennon, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company has suffered recurring losses from operations and has a negative working capital balance, which raises substantial doubt about its ability to continue as a going concern. ENVIVA PARTNERS: C-Corp Conversion No Impact on Moody's B3 CFR -------------------------------------------------------------- Moody's Investors Service stated Enviva Partners, LP's (Enviva Partners) Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, B1 rating on the senior unsecured notes due 2026, SGL-3 Speculative Grade Liquidity Rating (SGL) and stable outlook remain unchanged by the announcement on October 15th that it plans to convert from a master limited partnership (MLP) to a C-Corporation (C-Corp) structure and be renamed Enviva Inc. Enviva Partners also announced a merger with its general partner (GP), Enviva Holdings, LP (Holdings) in which the company acquired all of the ownership interests in Enviva Holdings and eliminated the incentive distribution rights (IDRs). Enviva Partners financed the $870 million acquisition of Holdings and associated IDRs with equity issuance of 16 million common units to its financial sponsor, Riverstone Holdings LLC, that will be exchanged on a 1-1 basis for shares of Enviva Inc. upon successful conversion, which is anticipated to take effect as of December 31, 2021. Holdings also repaid its $325 million outstanding term loan with cash on hand prior to the transaction. Moody's views the announcement as a credit positive since it improves the company's corporate governance and will reduce the incentive to maximize distributions. The MLP structure and associated IDRs create a conflict between the general partner and other stakeholders including creditors and common unit holders of Enviva Partners, LP. Under the MLP structure, the GP exercises control despite having a minor economic interest and thus may not always serve the best interests of other stakeholders. Furthermore, the board of directors is appointed by the GP and are not required to have a majority of independent directors. The transition to a C-Corp more closely aligns the interests of stakeholders as Enviva will now be required to have an independent board of directors and shareholders will have the ability to elect board members and vote on important proposals. Moreover, the move to a C-Corp will eliminate the IDRs, increase cash flow available to Enviva and lead to a more conservative dividend policy. The MLP structure along with the IDRs created an incentive for the GP to maximize dividends even if it was not in the long-term interest of all stakeholders, especially since the GP controlled a minority ownership stake. The additional cash flow should enable Enviva to internally fund capex, thereby reducing dependence on access to the capital markets. However, Moody's expects Enviva's credit metrics to remain consistent with Moody's previous forecasts as Enviva will incur modest additional SG&A expenses because of the consolidation. In addition, although the debt at Holdings was not a direct obligation of Enviva, the repayment of the term loan reduces leverage on a consolidated basis and now simplifies the debt capital structure. EZTOPELIZ LLC: To Seek Plan Confirmation on Dec. 9 -------------------------------------------------- Judge Karen S. Jennemann has entered an order conditionally approving the Disclosure Statement of Eztopeliz, LLC. A hearing by video via ZOOM will be held on Dec. 9, 2021 at 1:00 p.m. in Courtroom A, Sixth Floor, of the United States Bankruptcy Court, 400 West Washington Street, Orlando, Florida, to consider the Disclosure Statement and any objections, and conduct a confirmation hearing on the Plan. Any party objecting to the Disclosure Statement or confirmation of the Plan shall file its objection no later than 7 days before the date of the Confirmation Hearing. Creditors and other parties in interest shall file with the clerk their written acceptances or rejections of the plan no later than 7 days before the date of the Confirmation Hearing. The Debtor's counsel shall file a ballot tabulation no later than 2 days before the date of the Confirmation Hearing. About Eztopeliz LLC Eztopeliz, LLC, a company in Titusville, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-03674) on Aug. 12, 2021, disclosing up to $10 million in assets and up to $50 million in liabilities. Jeffrey C. Unnerstall, the Debtor's manager, signed the petition. Judge Karen S. Jennemann oversees the case. Nardella & Nardella, PLLC, is the Debtor's legal counsel. FLOAT HORIZEN: Unsecureds to Get No Less Than 22% in Plan --------------------------------------------------------- Float Horizen LLC submitted an Amended and Restated Chapter 11 Plan. The Proponent seeks to accomplish payments under the Plan through its income as a float spa. The Effective Date of the proposed Plan is 45 days after confirmation. With respect to Class 4 General unsecured claims, the Debtor will pay $250 per month for a period of no less than 60 months. Creditors in this class shall receive their pro rata distribution under the Plan and no less than 22% of the allowed amount of their claim. Class 4 is impaired. The Plan will be funded from income of the Debtor as a float spa. Counsel to the Debtor: Steven L. Lefkovitz 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com A copy of the Plan dated October 20, 2021, is available at https://bit.ly/3C5vbAV from PacerMonitor.com. About Float Horizen Float Horizen, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 20-04478) on Oct. 6, 2020. In the petition signed by Robin Ritter, chief manager. The Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Randal S. Mashburn oversees the case. Lefkovitz & Lefkovitz, PLLC, is the Debtor's counsel. Pinnacle Bank, as Lender, is represented by: Matthew R. Murphy, Esq. David M. Smythe, Esq. Smythe Huff & Hayden, PC 1222 16th Avenue South, Suite 301 Nashville, TN 37212 E-mail: mmurphy@smythehuff.com FORTEM RESOURCES: Seeks to Hire Clark Wilson as Special Counsel --------------------------------------------------------------- Fortem Resources Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Clark Wilson, LLP as its special counsel. The firm's services include: a. providing legal services to assist in the removal of the cease trade orders imposed by the Alberta Securities Commission, and to maintain compliance with Alberta Securities Commission regulations throughout the pendency of the Chapter 11 Case; b. representing the Debtor in corporate, securities, restructuring, insolvency, and bankruptcy matters that may be required in British Columbia, and Alberta, Canada in general; and c. providing other legal services. The firm's hourly rates are as follows: Partners CAD$570 per hour Associates CAD$360 per hour Paralegals CAD$275 per hour Clerks CAD$130 per hour Cam McTavish, Esq., the primary attorney who will be providing the services, will bill at the rate of CAD$570 per hour. As disclosed in court filings, Clark Wilson is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cam McTavish, Esq. Clark Wilson, LLP 885 W. Georgia St., Suite 900 Vancouver, BC V6C 3H1, Canada Phone: +1 604-687-5700/604-891-7731 Email: cmctavish@cwilson.com About Fortem Resources Fortem Resources (TSXV:FTM, OTCQB:FTMR) is a Las Vegas-based company engaged in the acquisition, exploration and development of oil and gas properties. Fortem Resources filed a petition for Chapter 11 protection (Bankr. D. Nev. Case No. 21-14823) on Oct. 6, 2021, listing as much as $10 million in both assets and liabilities. Marc A. Bruner, chief executive officer of Fortem Resources, signed the petition. Judge Natalie M. Cox oversees the case. Brett A. Axelrod, Esq., at Fox Rothschild, LLP and Clark Wilson, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. FORTEM RESOURCES: Taps Fox Rothschild as Bankruptcy Counsel ----------------------------------------------------------- Fortem Resources Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Fox Rothschild, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor regarding its rights and obligations and the performance of its duties during the administration of its bankruptcy case; b. attending meetings and negotiations with other parties in interest; c. taking all necessary actions to protect and preserve the Debtor's estate including the prosecution of actions, the defense of any actions taken against the Debtor, negotiations concerning all litigation in which the Debtor is involved, and the filing of objections to claims against the estate which are believed to be inaccurate; d. seeking confirmation of a plan of reorganization and attending court hearings related thereto; e. representing the Debtor in all proceedings before the bankruptcy court or other courts of jurisdiction in connection with the case; f. assisting the Debtor in developing legal positions and strategies with respect to all facets of its Chapter 11 proceeding; g. preparing legal documents; and h. performing all other necessary legal services. The firm's standard hourly rates are as follows: Partners $310 to $1,525 per hour Counsel $245 to $850 per hour Associates $240 to $585 per hour Legal Assistants/Paralegals $105 to $445 per hour The principal attorneys and paraprofessionals proposed to represent the Debtor are: Brett A. Axelrod Partner $855 per hour Audrey Noll Counsel $730 per hour Nicholas A. Koffroth Associate $535 per hour Zachary Williams Associate $315 per hour Patricia M. Chlum Paralegal $330 per hour As disclosed in court filings, Fox Rothschild is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Fox Rothschild can be reached through: Brett A. Axelrod, Esq. Fox Rothschild, LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 Telephone: (702) 262-6899 Facsimile: (702) 597-5503 Email: baxelrod@foxrothschild.com About Fortem Resources Fortem Resources (TSXV:FTM, OTCQB:FTMR) is a Las Vegas-based company engaged in the acquisition, exploration and development of oil and gas properties. Fortem Resources filed a petition for Chapter 11 protection (Bankr. D. Nev. Case No. 21-14823) on Oct. 6, 2021, listing as much as $10 million in both assets and liabilities. Marc A. Bruner, chief executive officer of Fortem Resources, signed the petition. Judge Natalie M. Cox oversees the case. Brett A. Axelrod, Esq., at Fox Rothschild, LLP and Clark Wilson, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. FORTEM RESOURCES: Taps Michael Waldkirch & Co. as Accountant ------------------------------------------------------------ Fortem Resources Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Michael Waldkirch & Company, Inc. as its accountant. The firm's services include: a. providing all necessary bookkeeping services; b. assisting the Debtor with compiling financial statements for the year ended Feb. 28, 2021; c. assisting with compiling financial statements for the period ended Oct. 4, 2021; d. assisting with compiling monthly financial statements for periods after Oct. 4, 2021; e. preparing Form 1120 U.S. corporate tax returns and Canadian corporate tax returns for all outstanding periods; f. preparing monthly operating reports; and g. providing other services. Waldkirch will bill CAD$80 to CAD$300 per hour for accounting services and will seek reimbursement for out-of-pocket expenses. As disclosed in court filings, Waldkirch is a "disinterested person" as that term is defined in Bankruptcy Code Section 101(14). The firm can be reached through: Michael Waldkirch, BA, CPA, CGA Michael Waldkirch & Company Inc. 67 East 5th Ave. Vancouver, BC V5T 1G7 Phone: 604-273-6955 Fax: 604-273-1497 Email: info@waldkirch.ca About Fortem Resources Las Vegas-based Fortem Resources (TSXV:FTM, OTCQB:FTMR) is engaged in the acquisition, exploration, and development of oil and gas properties. Fortem Resources sought Chapter 11 protection (Bankr. D. Nev. Case No. 21-14823) on Oct. 6, 2021, listing as much as $10 million in both assets and liabilities. Marc A. Bruner, chief executive officer of Fortem Resources, signed the petition. The case is handled by Judge Natalie M. Cox. Brett A. Axelrod, Esq., at Fox Rothschild, LLP and Michael Waldkirch & Company Inc. are the Debtor's legal counsel and accountant, respectively. FRASIER MEADOWS: Fitch Rates $35MM 2023 Bonds 'BB+' --------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to the following Colorado Health Facilities Authority refunding revenue bonds expected to be issued on behalf of Frasier Meadows Manor, Inc. (Frasier): -- $35 million series 2023 senior living refunding revenue bonds. The series 2023 bonds will be issued as fixed rate. Bond proceeds will be used to refund the series 2017B bonds and pay cost of issuance. The series 2023 bonds have an expected forward delivery date on or about Feb. 15, 2023 and are expected to price the week of Nov. 8, 2021. In conjunction with the issuance of Series 2023, Frasier intends to implement a master debt service reserve fund (DSRF) for the series 2023 bonds. The Rating Outlook is Stable. SECURITY Payment on the bonds is secured by a gross revenue pledge and first mortgage lien on the Frasier bonds. ANALYTICAL CONCLUSION The 'BB+' rating primarily reflects Frasier's strong revenue defensibility balanced against weak operating risk. Frasier's excess cash flow generation has funded extensive capital projects and should continue to fund future construction, resulting in Frasier's liquidity profile remaining flat throughout Fitch's forward-looking scenario analysis. Frasier's business profile is solid, characterized by strong revenue defensibility as an established operator. Weak operating risk reflects Frasier's consistent history of operations and extensive capital improvements. The rating incorporates expectations for elevated future capex but not for significant additional debt. The 'BB+' rating assumes net entrance fee receipts and net operating revenue will continue to increase from the additional 98 expansion independent living units (ILUs). KEY RATING DRIVERS Revenue Defensibility: 'a' Single Site LPC with Strong Demand and Pricing Characteristics Frasier is a single-site provider with limited competition. Substantial barriers to entry prevent additional life plan communities (LPCs) from entering the Boulder service area. Frasier's robust demand contributes to Fitch's strong revenue defensibility assessment. Utilization has been consistently strong, albeit weaker during the coronavirus pandemic. Frasier has a history of regular fee increases, and weighted-average entrance fees are substantially below prevailing housing prices in the market. Operating Risk: 'bb' Large Capital Projects, Stable Core Operations Fitch's assessment of Frasier's operating risk is based on its demonstrated track record of consistent cost management and its predominantly Type B contract mix. It's average age of plant is favorably low, and capital spending has been high over the past several years. Future capital spending is expected to be elevated given management's plans to renovate the healthcare center and potentially add ILUs. Fitch believes Frasier can absorb the elevated planned capex at its current rating level assuming no material increase in debt. Financial Profile: 'bb' Stable Liquidity and Elevated Leverage As of YE 2020, Frasier had unrestricted cash-to-adjusted debt of about 36%. Given Frasier's strong revenue defensibility and planned capex, Fitch expects Frasier's liquidity metrics to remain consistent with historical averages and the 'BB+' rating, despite the recent economic and operational volatility resulting from the pandemic. Asymmetric Additional Risk Considerations No asymmetric risk considerations were relevant to the rating determination. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Continued balance sheet accretion such that cash-to-adjusted debt levels are expected to improve and be sustained at levels approaching 70%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Frasier's financial profile remains stable through Fitch's stress case scenario. However, liquidity remains flat, indicating additional debt such that cash-to-adjusted debt falls below 30%, which could pressure the rating; -- The rating could be pressured if operating performance deteriorates substantially such that revenue-only maximum annual debt service (MADS) coverage falls below 0.0x or if the net operating margin falls below 11%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE Established in 1956, Frasier owns and operates a single-site life plan community with 298 ILUs, 19 assisted living units, 19 memory care units (MCUs) and 54 skilled nursing facility (SNF) beds on a 20-acre campus in Boulder, CO. Frasier currently offers a Type B modified-fee-for-service contract, with 50% refundable or nonrefundable entrance fee residency agreements. Nonrefundable entrance fees are approximately 25% lower than refundable entrance fees. All agreements provide a modest discount for healthcare benefits as well as 30 free healthcare days per ILU per year in a semiprivate room. Entrance fees for ILUs range from $59,000-$782,000. Monthly service fees range from $1,719-$5,047. Since opening in 1960, Frasier has undergone several renovation and expansion projects. The most recently executed project added 98 ILUs, opened in January of 2020 and filled within the first six months despite pandemic pressures. In addition, there have been ongoing reconfigurations and renovations as part of Frasier's flood recovery efforts. Management actively maintains the campus with ongoing capital projects. Plans to renovate the healthcare center are in development. Revenue Defensibility Frasier is a single-site provider in a minimally competitive service area. Fitch views Frasier's robust demand as contributing to strong revenue defensibility. Favorably, demand withstood sector-wide downward pressure through the pandemic. Utilization in the ILUs has been above 92% since 2017. ALUs and SNFs also show good utilization, with occupancy above 90% since 2017. MCU utilization has fluctuated from approximately 76%-100% over the past several years. Frasier has demonstrated stable occupancy over the past several years. Despite the global pandemic in 2020, occupancy remained good in the ILUs, at 92% with a waitlist of 360. In January 2020, Frasier opened its 98-ILU expansion. It filled ahead of schedule, with 89 move-ins in the first six months of the year. With strong demand for its services, Frasier planned to expand its healthcare center in 2020. These plans were halted to protect residents and staff from coronavirus exposure. While Frasier still intends to undergo healthcare renovations, the initial plan is being altered to incorporate enhancements based on Frasier's pandemic experience and possibly add more ILUs. The service area in Boulder is strong. It is an affluent city with a growing population and rising housing prices. Median household income levels are well above the national average. According to Zillow.com, property values in Boulder are well above the national average and have grown by 6.3% in the last year. With the typical home value around $844,000 and the highest entrance fee of $782,000, Frasier has strong price flexibility. Operating Risk Frasier offers Type B contracts which require upfront entrance and ongoing monthly fees. This contract includes moderate actuarial risk and future service liability risk. Frasier has a history of consistent cost management, with a four-year average operating ratio of 108.2%, net operating margin (NOM) of negative 3.2% and NOM-adjusted of 18%. Core operating performance has remained relatively stable in 2020, with an operating ratio of 113% and NOM of 3.8% through the six months ended Dec. 31, 2020. Frasier's capex averaged about 684% of depreciation over the prior four years and is expected to remain elevated over the next few years. Average age of plant is low at 6.9 years. Management planned to renovate the healthcare center in 2020 but postponed construction in order to reevaluate the plan and incorporate insights gained from their successful infection containment and mitigation during the pandemic. Additional ILUs are under consideration as well. Frasier's capital-related metrics are soft, with revenue-only MADS coverage of 0.1x and debt-to-net available of 38.0x in 2020. MADS represented an elevated 28% of 2020 revenues. Frasier is heavily reliant on turnover entrance fees for timely payment of debt service. This indicates additional debt may pressure Frasier's rating. Financial Profile Fitch expects Frasier's key leverage metrics to remain consistent with a 'BB+' rating throughout the current downward economic and business cycle. As of YE 2020, Frasier had unrestricted cash of approximately $47.4 million. This represented about 36% of total adjusted debt, which includes approximately $131.7 million of long-term debt. Liquidity has remained relatively stable yoy ranging from 31%-36% cash-to-debt between 2018 and 2020. Through Fitch's new baseline scenario, Fitch expects Frasier will see improvement in MADS coverage while liquidity remains near current levels. Liquidity growth is suppressed in the scenario due to elevated planned capex. Fitch's baseline scenario assumes both a significant economic stress to reflect equity volatility and a business cycle stress to reflect pressure on net entrance fees during the pandemic in year one, followed by a sharp increase in MADS coverage through year five. Despite the stress, Frasier maintains cash-to-adjusted debt levels that are consistent with the 'BB+' rating throughout Fitch's baseline forward-looking scenario and remains resilient in Fitch's stress case scenario, which assumes an even deeper economic and business cycle stress that persists until 2022. MADS coverage increases from 0.5x in year one of the baseline scenario (equivalent to calendar-year 2020; it was at 0.4x as of June 30, 2020), and steadily increases to 2.0x as revenue and net entrance fees receipts increase from the 98 ILU expansion that opened in January of 2020. Frasier had 595 days cash on hand as of June 30, 2020, resulting in a liquidity profile assessment that is neutral to the rating. 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. GAIA INTERACTIVE: Cash Collateral Deal OK'd Thru Jan 2022 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California has approved the stipulation Gaia Interactive, Inc. entered into with its secured creditor, Cathay Bank, authorizing the Debtor to use cash collateral through January 16, 2022. The Debtor is authorized to use Cathay Bank's cash collateral pursuant to the terms and conditions contained in the Stipulation and the budget. In exchange for cash collateral access, the Debtor will pay Cathay Bank $3,750 every Monday, for the preceding week, by wire transfer as adequate protection for its interest in the cash collateral. Cathay Bank is also granted a post-petition lien on all of the Debtor's assets, to the same extent of Cathay Bank's valid and perfected security interest in its pre-petition collateral. Cathay Bank will be allowed an administrative priority claim to the extent the replacement lien is insufficient to cover Cathay's adequate protection claims. Cathay's Post-Petition Replacement Lien and administrative priority claim will not extend to claims for relief arising under the Bankruptcy Code (including claims arising under 11 U.S.C. section 506(c), 544, 545, 547, 548, and 549 thereof). The Post-Petition Replacement Lien and administrative priority claim will be subordinated only to: -- the compensation and expense reimbursement of a subsequently appointed chapter 7 trustee; -- the compensation of the Subchapter V Trustee appointed in the case; and -- to the extent of the pre-petition retainer in the amount of $183,163.09 paid to the Debtor's counsel, Binder & Malter LLP, and the pre-petition retainer in the amount of $25,000 paid to BPM LLP, and up to $5,600 for PAI Accountancy, LLP, the proposed tax accountant of the Debtor (as a flat fee for the payment of the Debtor's 2020 income tax returns). Cathay will retain its rights as a creditor of Derek Liu regarding any and all transfers of assets Mr. Liu has made; Mr. Liu will retain all of his rights and defenses. Cathay may apply for an order requesting relief from the automatic stay upon 14 calendar days' written notice to the Debtor, its counsel, a Trustee if any, the U.S. Trustee, the 20 largest unsecured creditors and other persons or entities who have requested notice in the bankruptcy case. Cathay may request that the Court shorten such time for cause at Cathay's sole discretion. A continued hearing on the matter is scheduled for January 11, 2022 at 2 p.m. in the event the Debtor and Cathay are not able to agree upon terms for a further extension of the Budget for the time period after January 16. A copy of the order is available for free at https://bit.ly/3B18ahg from PacerMonitor.com. About Gaia Interactive, Inc. Gaia Interactive, Inc. -- doing business under several names such as Gaia Online; Gaia Online, LLC; Ravel Labs LLC and Unrave -- owns and operates online communities platform in Santa Clara, California. The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 21-50660) on May 12, 2021, in the U.S. Bankruptcy Court for the Northern District of California. The petition was signed by CEO James Cao. As of the Petition Date, the Debtor has $567,616 in total assets and $8,193,464 in total liabilities. Judge Stephen L. Johnson oversees the case. Binder & Malter, LLP represents the Debtor as counsel. Monique D. Jewett-Brewster, Esq., at Hopkins & Carley, A Law Corporation, represents Cathay Bank. GIRARDI & KEESE: Trustee Searches for Money to Pay Off Debt ----------------------------------------------------------- Brandon Lowrey of Law360 reports that since Thomas V. Girardi's powerful plaintiffs firm went belly up in December amid allegations of theft and fraud, bankruptcy trustees have been searching for money to pay off more than $100 million in debt. Their hunt has taken them through a complicated and poorly documented web of bank accounts, properties and high-value lawsuits. It has caused clashes with Girardi's estranged wife, singer and "Real Housewives of Beverly Hills" star Erika Girardi, and raised questions about what had been going on at the firm. 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 Facsimile: (310) 640-0200 GRAY TELEVISION: Moody's Gives Ba2 Rating on New $1.5BB Term Loan ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Gray Television, Inc.'s proposed $1.5 billion term loan and $500 million revolver. Gray's B1 corporate family rating, B1-PD probability of default rating, the Ba2 rating on the company's existing senior secured debt and the B3 rating on the company's senior unsecured notes remain unchanged. The speculative grade liquidity rating is also unchanged at SGL-1. The outlook is stable. The new term loan will be used alongside around $1.125 billion of new unsecured debt to finance the acquisition of Meredith Local Media Group which is expected to close in Q4 2021. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in Q4 2021. Assignments: Issuer: Gray Television, Inc. Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba2 (LGD2) Senior Secured Term Loan, Assigned Ba2 (LGD2) RATINGS RATIONALE Following the close of the transaction, Gray will own television stations in 113 designated market areas (DMAs) and will reach 36% percent of US television households, including the number-one ranked television station in 79 DMAs and the first and/or second highest ranked television station in 101 of its DMAs (Comscore's 2020 average all-day ratings). Moody's expects that the transaction will be immediately free cash flow accretive and that the expected $55 million of synergies are easily attainable with a low cost to achieve. The B1 CFR reflects Gray's long standing commitment to a prudent financial policy as well as Moody's expectations that, absent voluntary debt payment, leverage (Moody's adjusted on a 2-year average basis) will remain around 5.3x-5.5x pro-forma for the Meredith acquisition and that of Quincy Media, Inc. which closed in August. Gray's B1 rating reflects the company's exposure to the inherently volatile TV advertising market with around 50% of the company's revenues coming from core (excl. political) TV advertising which declined materially in 2020 as a result of the impact from the COVID-19 pandemic on the economy. The other half of the company's revenue are derived through retransmission fees which have grown as a result of rate increases but are also be subject to increased pressure from cord cutting which Moody's expect could accelerate in the future. Gray's B1 rating also reflects the company's large and improved scale as reflected in a quasi-national footprint of its network of broadcast stations as well as the strong market position of these stations in their DMAs. Gray's rating is also supported by the company's strong cash flow generation with over $500 million generated in 2020 despite the COVID-19 disruption. The rating incorporates Moody's expectation that following the Quincy and Meredith acquisitions, Gray will not engage in large M&A. The stable outlook reflects Moody's expectations that while the Meredith acquisition will cause a temporary increase in leverage, Gray will continue to generate meaningful free cash flow and a prudent and leverage conscious financial policy. The stable outlook also reflects Moody's expectations that the company will maintain a very good liquidity profile in 2021 and beyond. Gray has a very good liquidity profile as reflected in the SGL-1 rating. At the end of September 2021, the company had $322 million of cash on hand. The company also has a fully undrawn (and not expected to be drawn on) revolving credit facility which will be upsized to $500 million concurrently with the new Term Loan D raise. In addition, Moody's expects Gray to continue to generate material free cash flow, even under assumptions of continued secular pressures on advertising and MVPD subscriber attrition. Gray also has the option to pay in kind the dividend on its $650 million preferred shares (8% cash rate, 8.5% PIK) to conserve cash. If it were to draw on its revolver, the company would have to comply with a first lien senior secured net leverage ratio covenant of 4.5x stepping down to 4.25x on the second anniversary post closing. Moody's expects Gray to maintain ample headroom under the covenant in the coming quarters. The instrument ratings reflect the probability of default of the company, as reflected in the B1-PD Probability of Default Rating, an average expected family recovery rate of 50% at default given the mix of secured and unsecured debt in the capital structure, and the particular instruments' ranking in the capital structure. The Ba2 (LGD2) rating on the company's senior secured credit facilities reflects their first priority ranking above the company's senior notes, which are rated B3 (LGD5). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the ongoing disruption caused by the COVID-19 pandemic, upwards movement on the rating is currently limited until visibility over the recovery of the TV advertising market is established. Upwards pressure would also require the company to maintain leverage (Moody's adjusted on a two year basis) below 4.5x on a sustained basis while also maintaining its strong free cash flow generation. Downward pressure on the ratings could ensue should Gray's leverage trends above 5.5x on a sustained basis as a result of weak performance or more aggressive financial policies or should liquidity or covenant compliance weaken. Headquartered in Atlanta, GA, Gray Television, Inc. is a television broadcast company that currently owns and operates television stations across 101 markets that reach approximately 25% of US television households. Gray operates the number 1 or 2 ranked stations in about 91% of its markets. Meredith is a diversified media company with magazine publishing, brand licensing, and television broadcasting operations. The company currently operates two business segments, National Media (NMG), and Local Media (LMG). The National Media segment includes national consumer media brands delivered via multiple media platforms including print magazines and digital and mobile media, brand licensing activities, database-related activities, and business-to-business marketing products and services. Meredith's Local Media Group portfolio includes 17 television stations reaching 11 percent of U.S. households and 30 million viewers. Meredith's portfolio is concentrated in large, fast-growing markets, with seven stations in the nation's Top 25 markets, including Atlanta, Phoenix, St. Louis, and Portland, and 13 stations in the Top 50. In the last twelve months ended March 31 2021, Meredith generated revenue of around $3 billion. The principal methodology used in these ratings was Media published in June 2021. GREGORY NATHAN: Unsecured Creditors to Recover 12.49% in 4 Years ---------------------------------------------------------------- The Gregory Nathan Gould Co., LLC, submitted a Second Amended Plan of Reorganization dated October 19, 2021. The Debtor filed its original plan in April 2021 in which it indicated that it might obtain a new physical location in New Albany, Ohio. After filing the amended Plan in August 2021, the Debtor consulted with the Trustee who raised various concerns about confirmation of the Plan, the main one being the commitment period of three years. After discussion, the Debtor agreed to add a fourth year to the commitment period of the Plan to provide a higher recovery to unsecured creditors. This second amended Plan incorporates that change. As of the Petition Date, Mr. Gregory N. Gould was receiving a salary of $90,000 per year for his role as Executive Director. His responsibilities include accounting, billing, sales, training, hiring, human resources, information technology, strategic development, and teacher development. Since the pandemic and the closure of the studio, the time Mr. Gould has had to spend on the company operations has expanded because of the changing business climate and the need to adjust to new business realities. During this case, Mr. Gould has handled all administrative aspects of the chapter 11 process, and he has personally handled all matters related to the opening of the new Studio. Notwithstanding the additional time Mr. Gould has needed to spend on the business operations, he has reduced his salary in the Plan to $48,000 for the first year, and $75,000 for the second year, $80,000 for the third year, and $85,000 for the fourth year to help facilitate Plan payments. Notwithstanding the foregoing, Mr. Gould has agreed that his salary will only be increased to the extent that the Debtor is able to make its Plan payments. Class 2 consists of the Secured Claim of The Huntington National Bank. Its claim will be amortized and paid in full over 10 years at 5.25% interest. This Class shall be paid $1,500.35 per month for 10 years. To the extent that the Debtor seeks to sell any of the FF&E during the course of the Plan, it may do so in accordance with the pre-petition loan documents entered into between the Debtor and Huntington. The Debtor will remit the monthly payments directly to Huntington regardless of whether the Plan is confirmed on a consensual or nonconsensual basis. Class 4 is the class for general unsecured claims. General unsecured claims are not secured by property of the estate and are not entitled to priority. The Debtor calculates that there are $608,932.20 in Class 4 claims. The Debtor (or the Trustee if the confirmation is nonconsensual) will pay those amounts to Class 4 creditors in quarterly installments over a four-year period (twelve total quarters), with the first payment being made on the First Distribution Date. Plan Year Projected Disposable Income Year 1 $13,240.00 Year 2 $12,056.25 Year 3 $22,654.52 Year 4 $28,091.77 This treatment will pay a total of $76,042.08 to unsecured creditors over the four-year commitment period. That will result in a distribution of approximately 12.49%. If there is any shortfall, Mr. Gould has agreed but is not obligated to commit funds to the Debtor. Payments to be made under this Plan will be made from the funds of the Debtor existing as of the Effective Date, as well as funds generated after the Effective Date from operations of the Debtor's business. Funds may also be available from the Debtor's pursuit of any avoidance actions available to it under Chapter 5 of the Bankruptcy Code, should the Debtor choose to pursue any such claims. However, the Debtor does not believe there are any such avoidance actions and therefore does not anticipate any revenue from those sources. On a post-confirmation basis, the Debtor will fund its Plan payments through revenues derived from its music lesson operations. Mr. Gould will continue to manage the Debtor. In the event of any shortfall in revenue such that the Debtor cannot make a payment (even after using funds from its emergency savings), Mr. Gould has agreed to cover such shortfall. Distributions under the Plan will be made by the Debtor if the plan is confirmed on a consensual basis (meaning all classes vote to accept the plan). If the plan is not confirmed on a consensual basis, the distributions will be completed by the Trustee. Notwithstanding the foregoing, the Debtor will directly make all payments to Huntington. A full-text copy of the Second Amended Plan of Reorganization dated October 19, 2021, is available at https://bit.ly/3vCLXoB from PacerMonitor.com at no charge. Counsel for the Debtor: Richard K. Stovall, Esq. James A. Coutinho, Esq. Matthew M. Zofchak, Esq. Allen Stovall Neuman & Ashton LLP 17 South High Street, Suite 1220 Columbus, OH 43215 Telephone: (614) 221-8500 Facsimile: (614) 221-5988 Email: stovall@ASNAlaw.com coutinho@ASNAlaw.com zofchak@ASNAlaw.com About The Gregory Nathan Gould The Gregory Nathan Gould Co., LLC, filed a second Chapter 11 bankruptcy petition (Bankr. S.D. Ohio Case No. 21-50172) on Jan. 20, 2021. The Debtor's first petition was filed (Bankr. S.D. Ohio Case No. 19-52361) on April 12, 2019, listing under $1 million in both assets and liabilities. Judge C. Kathryn Preston oversees the case. Allen Stovall Neuman Fisher & Ashton LLP serves as the Debtor's legal counsel. GROM SOCIAL: Increases Convertible Debt Financing to $10.4 Million ------------------------------------------------------------------ Grom Social Enterprises, Inc. has entered into Amended Purchase Agreement with L1 Capital Global Opportunities Master Fund increasing a convertible debt financing to $10,400,000. On Sept. 14, 2021, Grom Social entered into a Securities Purchase Agreement with L1 Capital Global Opportunities Master Fund pursuant to which it sold (i) a $4,400,000 principal amount 10% Original Issue Discount Senior Secured Convertible Note, due March 13, 2023 and, (ii) a five year warrant to purchase 813,278 shares of common stock at an exercise price of $4.20 per share in exchange for consideration of $3,960,000. The Original Note is convertible into common stock at a rate of $4.20 per share into 1,047,619 shares and, is repayable in 16 equal monthly installments by payment of cash, or, at the discretion of the Company and if the below Equity Conditions are met, by issuance of shares at a price of 95% of the VWAP prior to the respective monthly redemption dates (with a floor of $1.92) multiplied by 102% of the amount due on such date. In the event that the ten-day VWAP drops below $1.92 the Company will have the right to pay in stock at said VWAP with any shortfall paid in cash. The Conversion Price may be adjusted in the event of dilutive issuances but in no event to less than $0.54. In addition, under the Original Note terms, the Investor had the right to accelerate up to 3 of the monthly payments. The Company's right to make monthly payments in stock in lieu of cash is conditioned on certain conditions. The Equity Conditions required to be met in order to redeem the Original Note with stock in lieu of a monthly cash payment, among other conditions set forth therein, include without limitation, that a registration statement be in effect with respect to the resale of the shares issuable upon conversion or redemption of the Original Note (or, that an exemption under Rule 144 is available), and that the average daily trading volume of the Company's common stock would have to be at least $250,000 immediately prior to the date of the monthly redemption. On Oct. 20, 2021, certain of these Equity Conditions were amended slightly to accommodate a possible larger Second Tranche of the offering. The Purchase Agreement also contemplated an additional investment by the Investor of an additional $1,500,000 note and warrants to purchase approximately 277,000 shares (presuming current market prices) of common stock at identical terms to the Original Note and Warrant, subject to and upon receipt of, shareholder approval and effectiveness of a registration statement covering the resale of the shares issuable under the Original Note and Warrant issued in the First Tranche closing. On Oct. 20, 2021, the Company and L1 Capital entered into the Amended and Restated Purchase Agreement pursuant to which the Second Tranche investment amount was increased from $1,500,000 to up to $6,000,000. In the event that the conditions to closing the Second Tranche investment are satisfied the Company intends on issuing (i) a $6,000,000 principal amount note identical to the Original Note but due 18 months from the closing of the Second Tranche and, (ii) a warrant exercisable for five years to purchase 1,041,194 at an exercise price of $4.20 per share for consideration of $5,400,000. The closing of the additional investment in the Second Tranche closing is subject to a registration statement being declared effective by the SEC covering the shares issuable upon conversion or redemption of the Original Note and Warrants, shareholder consent being obtained as required by Nasdaq Rule 5635(d), and a limitation on the principal amount of notes that may be issued to no more than 30% of the Company's market capitalization as reported by Bloomberg L.P., which requirement may be waived by the Investor. The conversion and redemption terms as well as all other material terms of the Second Tranche Note, and exercise price of terms of the warrants to be issued in the Second Tranche are identical in all other material respects as the originally issued note and warrants, except for the amendments. Amended 1st Tranche Note As of Oct. 20, 2021 and as part of the Amended Purchase Agreement terms, the Original Note was amended so as to require 16 monthly installments of $280,500 per month, commencing on the date that the SEC declares a registration statement with respect to such shares effective, with all remaining amounts due on March 14, 2023. In addition, the Amended Original Note provides that, in the event that the Second Tranche closes, the Equity Conditions required to be satisfied in order for the Company to elect to make monthly note payments by issuance of common stock in lieu of cash (and in addition to the requirement that a registration statement is in effect or an exemption exists) the average trading volume of the Company's common stock must be at least $550,000 (increased from $250,000) during the five trading days prior to the respective monthly redemption. Other terms of the Original Note as previously disclosed remain in full force and effect. In addition, if the Second Tranche is closed upon, the Investor will have the right to accelerate up to six of the monthly payments as opposed to just three. About Grom Social Boca Raton, Florida-based Grom Social Enterprises, Inc. -- www.gromsocial.com -- is a media, technology and entertainment company focused on delivering content to children under the age of 13 years in a safe secure Children's Online Privacy Protection Act ("COPPA") compliant platform that can be monitored by parents or guardians. The Company operates its business through the following four wholly-owned subsidiaries: Grom Social, Inc., TD Holdings Limited, Grom Educational Services, Inc., and Grom Nutritional Services, Inc. Grom Social reported a net loss of $5.74 million for the year ended Dec. 31, 2020, compared to a net loss of $4.59 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $17.51 million in total assets, $6.77 million in total liabilities, and $10.74 million in total stockholders' equity. BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 13, 2021, citing that the Company has incurred significant operating losses since inception and has a working capital deficit which raises substantial doubt about its ability to continue as a going concern. H-CYTE INC: Five Investors Purchase $750K New Notes --------------------------------------------------- H-Cyte, Inc. entered into the Second Closing Bring Down Agreement whereby the five investors who had entered into a Note Purchase Agreement on April 1, 2021 purchased new notes in the company in the aggregate principal amount of $750,000. The notes are due and payable on March 31, 2022 and bear interest at an annual rate of 8%. The notes are convertible into shares of common stock at a discount of 20% to the price paid for such new securities in the next financing that meets the definition of a qualified financing as defined in the Note Purchase Agreement. The notes are secured by all of the assets of H-Cyte under a security agreement with the holders. The lead investor of the Note Purchase Agreement, FWHC Bridge, LLC, advanced $437,000 of the total amount to H-Cyte. FWHC is an affiliated entity of FWHC, LLC, which is a principal stockholder of H-Cyte. An additional affiliate of FWHC LLC advanced an additional $7,500. About H-CYTE Inc. Headquartered in Tampa, Florida, H-CYTE -- http://www.HCYTE.com-- is a hybrid-biopharmaceutical company dedicated to developing and delivering new treatments for patients with chronic respiratory and pulmonary disorders. H-Cyte reported a net loss of $6.46 million for the year ended Dec. 31, 2020, compared to a net loss of $29.81 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $1.98 million in total assets, $5.63 million in total liabilities, and a total stockholders' deficit of $3.65 million. Tampa, Florida-based Frazier & Deeter, LLC, issued a "going concern" qualification in its report dated March 25, 2021, citing that the Company has negative working capital, has an accumulated deficit, has a history of significant operating losses, and has a history of negative operating cash flow. These factors raise substantial doubt about the Company's ability to continue as a going concern. HI DEF MACHINING: Amends Plan to Settle Issues with First Financial ------------------------------------------------------------------- Hi Def Machining, LLC submitted a Fourth Amended Plan of Reorganization for Small Business dated October 19, 2021. This Fourth Amended Plan aims to settle on certain points of disagreement with First Financial Bank, including interest rate and default terms. To further provide clarity as to the PPP Loan sought and received by the owner of the Debtor in his individual capacity. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $5,000. The final Plan payment is expected to be paid on December 2025. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 2.73 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Secured Claim of First Financial Bank. Class 1 is partially secured in the amount of $80,900. The Class 1 Claim shall be allowed in the amount of $80,900 with interest accruing at approximately 5.25%. The Debtor shall make 12 payments of $710 per month beginning in December 2020. Thereafter, payment shall increase to $1,500.00 per month on November 20, 2021. Upon full satisfaction of all Administrative Claims, the Debtor shall increase its payment to the Class 1 Claim to $1,575.00 until paid in full. The Class 1 Claim shall be paid in full within 60 months of the Effective Date. Debtor shall submit monthly financial disclosures to First Financial Bank, including projected versus actual use of cash collateral reports, accounts receivable reports, and a work in progress report. The first reports shall be due November 20, 2021, with all subsequent reports due on the 20th day of each month thereafter until the Class 1 Claim is paid in full. This Plan of Reorganization proposes to pay creditors of Hi Def Machining, LLC from future income. A full-text copy of the Fourth Amended Plan of Reorganization dated October 19, 2021, is available at https://bit.ly/3m7e6ko from PacerMonitor.com at no charge. Attorney for the Debtor: James F. Guilfoyle, Esq. Guilfoyle Law Office, LLP 229 West Spring Street New Albany, IN 47150 Telephone: (502) 208-9704 Email: james@guilfoylebankruptcy.com About Hi Def Machining Hi Def Machining, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 20-90573) on May 15, 2020, listing under $1 million in both assets and liabilities. The petition was signed by Sean Alderman, Debtor's chief executive officer (CEO). Judge Andrea K. Mccord oversees the case. Guilfoyle Law Office, LLP is Debtor's legal counsel. I.C.S. CUSTOMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: I.C.S. Customs Service Inc. d/b/a ICS Worldwide 1099 Morse Ave. Elk Grove Village, IL 60007 Business Description: Founded in 1989, I.C.S. Customs Service Inc. is a full-service customs broker with headquarters in Chicago, Illinois. The Company offers a full range of customs brokerage and freight forwarding services to customers throughout Europe, Asia, and North America. Chapter 11 Petition Date: Court: United States Bankruptcy Court Northern District of Illinois Case No.: 21-12153 Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Scott R. Clar, Esq. CRANE, SIMON, CLAR & GOODMAN Suite 3950 135 South LaSalle Street Chicago, IL 60603-4297 Tel: 312-641-6777 Fax: 312-641-7114 Email: sclar@cranesimon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by William Sharpe as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G7WAUYA/ICS_Customs_Service_Inc__ilnbke-21-12153__0001.0.pdf?mcid=tGE4TAMA IMERYS TALC: Court Rejects 15,719 Talc Claimant Votes ----------------------------------------------------- The United States Bankruptcy Court for the District of Delaware addressed motions presented over the last several months with respect to the voting on the Ninth Amended Plan of Reorganization of Imerys Talc America, Inc., and its debtor-affiliates. The Court: (i) granted Arnold & Man LLP's Motion to Disregard with respect to Trammel P.C.'s votes -- its 1670 votes will remain votes to reject the Plan; (ii) granted Williams Hart Boundas Easterby LLP's motion seeking permission to change their respective votes pursuant to Bankruptcy Rule 3018 -- its 493 votes will be changed to reflect votes to accept the Plan; (iii) denied Bevan & Associates' Rule 3018 Motion and deeming withdrawn its original Master Ballot -- its 15,719 votes will not be counted as a vote for or against the Plan; and (iv) declared as moot Johnson & Johnson's Motion to Designate with respect to Trammel and Bevan & Associates and denying with respect to Williams Hart. According to the Court, the Solicitation Procedures contain multiple provisions in which the term Voting Deadline is qualified by the granting of an extension, but the presumption provision contains no such qualification. The Court said it will not re-write the Solicitation Procedures to expand the presumption provision especially where it appears the presumption may be in derogation of the very rule it references. As importantly, there is nothing in the Order or the Solicitation Procedures that excuses the filing of a Rule 3018 Motion, the Court pointed out. Even assuming a presumption is permissible, the presumption must be applied in the context of an actual controversy. Under the Bankruptcy Rules, a change of vote is initiated by the filing of a Rule 3018 motion. While supporters of the vote changes argue that the Solicitation Procedures imply such a motion is unnecessary, given the atypical creation of the presumption, the Court said it will not entertain the waiver of the requirement to file a Rule 3018 motion by implication. The Court also pointed out it received little evidence with respect to the votes cast by Trammel, which only came in peripherally through the testimony of Mr. Boundas, a named partner in Williams Hart. Boundas' testimony as well as undisputed representations in the submissions are that Trammel originally cast a timely ballot rejecting the Plan, was given a one-day extension it did not request (but, was requested for it by Mr. Boundas) and then subsequently changed its vote to accept within the extended deadline. Because Trammel did not file a Rule 3018 motion, did not file an opposition to the Motion to Disregard nor present any evidence of its own, the Court has no evidence as to why Trammel changed its vote. Thus, the Court said it will not permit the vote change. As to Bevan's Rule 3018 Motion, the Debtors argue that the Court should focus on the Rule 3018 standard and grant the motion because there was no improper motive underlying the vote change. The Court said the Debtors' argument, in essence, is that it should ignore the evidence regarding the questionable nature of the Bevan & Associates Master Ballot and just grant the motion. "This thinking is misguided. While no case cited for the Rule 3018 standard appears to include a requirement that the underlying claim be valid, that is hardly surprising. Application of Rule 3018 presupposes that the vote movant seeks to change is supported by a valid claim against the debtor," the Court said. The Debtors also argue that the issue of how to handle the Bevan & Associates Master Ballot should be reserved for confirmation. Upon questioning, however, counsel candidly admitted that the same arguments would be raised at that time. "Delaying decision on a motion is sometimes attractive, but it is not appropriate here. This issue has been pending for several months, parties-in-interest engaged in discovery and a full evidentiary hearing was held. The immediacy of the confirmation hearing counsels in favor of, not against, resolution. Given the magnitude of its vote, all parties-in-interest need to know the outcome of the Bevan & Associates Rule 3018 Motion. While Debtors are free to address additional voting issues, as appropriate, if they choose, this matter is ripe for decision," the Court held. Given the evidence, the Court held that the only fair result is to use its discretion to exclude any vote by Bevan & Associates. The Court said it will not permit Bevan & Associates to change its votes and accept the Plan, but neither will it permit its Master Ballot to be counted as votes to reject the Plan. The Master Ballot will be considered withdrawn. "While I do not make this move lightly, in ruling on this request, I cannot -- and will not -- ignore how the Master Ballot was generated," the Court said. "Finally, before concluding my discussion on this motion, I feel compelled to observe my disagreement with Mr. Bevan's apparent strongly-held belief that that his clients cannot make a decision in their best interest when it comes to voting on a plan. I agree that plans of reorganization, including the Imerys Plan, are complicated documents. But, it is counsel's job to make the plan understandable and (if counsel is not empowered to vote for the client) to provide advice on whether to accept or reject the plan. This is the second time this year in a mass tort case that counsel has suggested that these types of cases are too complicated for individuals to comprehend. To paraphrase my previous response: 'I don't buy it,' " the Court held. A full-text copy of the Opinion dated Oct. 13, 2021, is available at https://tinyurl.com/2j2htdch from Leagle.com. About Imerys Talc America Imerys Talc America, Inc. and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling and distributing talc. Its talc operations include talc mines, plants and distribution facilities located in Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, Calif., and Roswell, Ga. Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as their legal counsel, Alvarez & Marsal North America, LLC as financial advisor, and CohnReznick LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of tort claimants in the Debtors' Chapter 11 cases. The tort claimants' committee is represented by Robinson & Cole, LLP. JOHNSON & JOHNSON: Loses 1st Round in Bankruptcy Court ------------------------------------------------------ Steven Church, of Bloomberg News, reports that a federal judge ruled Johnson & Johnson can't immediately halt lawsuits claiming the company's baby powder hurt tens of thousands of women. U.S. Bankruptcy Judge Craig Whitley sided with lawyers for more than 38,000 people who have sued J&J, claiming one of the company's most recognized products caused cancer and other health problems. The ruling, over whether the lawsuits can continue during bankruptcy proceedings, is just the opening move in what is likely to be a long court fight. About Johnson & Johnson Johnson & Johnson (J&J) is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. J&J is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. Johnson & Johnson had worldwide sales of $82.6 billion during calendar year 2020. About LTL Management LTL Management LLC is a newly formed subsidiary of Johnson & Johnson. LTL was formed to manage and defend thousands of talc-related claims and to oversee the operations of its subsidiary, Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA /MYLICON and ROGAINE products. LTL Management LLC filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The Hon. J. Craig Whitley is the case judge. The Debtor tapped JONES DAY as counsel, RAYBURN COOPER & DURHAM, P.A., as co-counsel; BATES WHITE, LLC, as financial consultant; and ALIXPARTNERS, LLP, as restructuring advisor. KING & SPALDING LLP and SHOOK, HARDY & BACON L.L.P., serve as special counsel, and McCARTER & ENGLISH, LLP is the litigation consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. The Debtor was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. JOHNSON & JOHNSON: Reports Better Than Expected Q3 Profit --------------------------------------------------------- IAm Newswire reports that on Tuesday, October 19, 2021, Johnson & Johnson exceeded Wall Street's profit expectations but revenue missed forecasts for its third quarter. However, this report has been overshadowed by criticism about its handling of the opioid crisis and the development of a comparatively less effective Covid vaccine under outgoing CEO Alex Gorsky. Third Quarter Figures The pharma giant sold $502 million of its Covid-19 vaccine over the quarter, bringing in revenue of $23.34 billion that came below the expected $23.72 billion. However, adjusted earnings per share exceeded the expected $2.35 as they amounted to $2.60. The better-than-expected profit was bolstered by higher sales in consumer health, pharmaceutical, and medical devices units. The consumer unit, which makes products such as Neutrogena face wash and dental wash Listerine, brought in $3.7 billion to the revenue table, which translates to a 5.3% increase from a year earlier. The pharmaceutical business is behind the single-shot Covid vaccine 13.8% YoY as it generated $12.9 billion in revenue. The medical device unit that was hit hard by the pandemic that forced hospitals to postpone non-essential surgeries generated $6.6 billion, which translates to an 8% increase. Chief Financial Officer Joseph Wolk told CNBC the revenue miss is owed to this unit and the Covid vaccine as the company experienced "fluctuations in elective procedures with the delta variant." The Booster Permit and A "Mix and Match" Approach On Wednesday, October 20, 2021, The US Food and Drug Administration authorized booster doses of Johnson& Johnson's and Moderna Inc's MRNA -3.84% (Get Free Alerts for MRNA) Covid-19 vaccines with a mix and match approach of any of three authorized vaccines used as a booster. But it left in place a complex formula for who should get boosters and when, so officials can simplify the framework as more safety data is gathered. The FDA already approved emergency use authorization for a half dose of Moderna's vaccine as a booster for those who have been fully vaccinated at least six months ago, who are at least 65, who are at least 18 and at high risk of severe Covid-19 complications or have frequent institutional or occupational exposure to the virus. It also authorized booster doses of Johnson & Johnson's vaccine for anyone 18 and older who got that vaccine at least two months ago. Pfizer Inc PFE +0.77% already received the authorization for its booster shots for those vaccinated at least six months ago, with the same restrictions as those for Moderna's vaccine: those 65 and older and those with a higher risk of severe disease. The Costly Baby Powder Controversy Although cited as an "unrelenting assault by greedy lawyers", 40,000 lawsuits made Johnson & Johnson hope to resort to bankruptcy to dispose of the claim its baby powder products caused cancer. Its subsidiary that was created to hold the liabilities from the litigation announced last week it was filing for Chapter 11 protection. The critics called the move "an unconscionable abuse of the legal system." Although the company has denied its signature Johnson's Baby Powder and other talc-based products contained asbestos and cancer-causing chemicals, as alleged by tens of thousands of plaintiffs, it stopped selling Baby Powder in the United States and Canada last May and has put in 2 billion into a settlement fund to pay the talc claims. According to a court filing, the company has spent nearly $1 billion defending itself. Outlook J&J maintained its Covid vaccine sales outlook for the year at $2.5 billion. Moreover, it increased its full-year earnings guidance in the range between $9.77 per share and $9.82 per share, up from its previous estimates of $9.60 to $9.70 per share. Revenue is expected to be in the range from $94.1 billion to $94.6 billion, also up from a previously guided range of $93.8 billion and $94.6 billion. Takeaway In a press release, CEO Alex Gorsky summarized the financial results stating that they reflect solid performance across the company, fueled by robust above-market results in Pharmaceuticals, ongoing recovery in Medical Devices, and strong growth in Consumer Health. About Johnson & Johnson Johnson & Johnson (J&J) is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. J&J is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. Johnson & Johnson had worldwide sales of $82.6 billion during calendar year 2020. About LTL Management LTL Management LLC is a newly formed subsidiary of Johnson & Johnson. LTL was formed to manage and defend thousands of talc-related claims and to oversee the operations of its subsidiary, Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA /MYLICON and ROGAINE products. LTL Management LLC filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The Hon. J. Craig Whitley is the case judge. The Debtor tapped JONES DAY as counsel, RAYBURN COOPER & DURHAM, P.A., as co-counsel; BATES WHITE, LLC, as financial consultant; and ALIXPARTNERS, LLP, as restructuring advisor. KING & SPALDING LLP and SHOOK, HARDY & BACON L.L.P., serve as special counsel, and McCARTER & ENGLISH, LLP is the litigation consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. The Debtor was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. JONATHON PEIRSOL: Court Wants Trial on Fraudulent Transfer Issue ---------------------------------------------------------------- Wayne Klein, the plan administrator in J & J Chemical, Inc.'s Chapter 11 case, commenced several adversary proceedings including one against Jonathan Peirsol, who was the President of Chemical prior to the bankruptcy filing. The complaint alleged that, in addition to running Chemical, Mr. Peirsol was also personally engaged in providing tax preparation services to clients that were performed in such a manner as to prompt an investigation into his conduct and affairs by the Idaho Attorney General. Pursuant to a voluntary agreement to settle the resulting claims of improper conduct brought by the Attorney General, Mr. Peirsol personally agreed to pay $80,000 in restitution, plus a $25 service fee, to the Attorney General's Office. Mr. Peirsol used funds from Chemical's bank account, rather than his own funds, to pay that obligation. The complaint alleged that Chemical received no reasonably equivalent value for the transfer of its money; that the transfer was made with the intent to hinder, delay, or defraud Chemical's creditors; that it was made while Chemical was insolvent; and that, therefore, it was a fraudulent transfer avoidable and recoverable by the Plan Administrator exercising the powers granted to him by the Bankruptcy Code and the confirmed plan under Sections 548(a) and 550. After Chemical filed for bankruptcy protection, Mr. Klein recovered $20,000 from the Attorney General's Office for the benefit of Chemical's creditors. On August 16, 2019, Mr. Peirsol filed an individual chapter 11 bankruptcy petition, which was later converted to chapter 7. Mr. Klein then commenced the adversary proceeding against Mr. Peirsol asserting claims founded upon the same transactions as those described in the Chemical Adversary Proceeding. In a Memorandum of Decision dated October 13, 2021, a full-text copy of which is available at https://tinyurl.com/fvuydfj5 from Leagle.com, the United States Bankruptcy Court for the District of Idaho partially granting and partially denying Mr. Klein's motion for partial summary judgment. The Court held that the issue preclusion applies to the issue of actual fraud. Moreover, while preclusion does not apply to the issue of whether Mr. Peirsol received the transfers from Chemical, the undisputed evidence before the Court establishes this fact. Therefore, Mr. Klein's motion for partial summary judgment will be granted on these two issues. The Court added that the judgment entered in the prior adversary proceeding did not preclusively decide whether Mr. Peirsol had fraudulent intent when he received the transfers from Chemical, and he specifically disputes that fact in this proceeding. Accordingly, because this material fact remains in dispute, Mr. Klein's motion for partial summary judgment is denied on this issue. The adversary proceeding is WAYNE KLEIN, Plaintiff, v. JONATHON PEIRSOL, Defendant, Adv. Proceeding No. 20-8060-JDP (D. Idaho). Rhett Miller, Esq., PARSONS, SMITH, STONE, LOVELAND & SHIRLEY, Burley, Idaho, Attorney for Plaintiff. Matthew Bennett, Esq., FOLEY FREEMAN, Boise, Idaho, Attorney for Defendant. About Jonathon Peirsol Jonathon Peirsol filed a Chapter 11 Petition (Bankr. D. Id. Case No. 19-40782) on August 16, 2019. He is represented by Aaron J. Tolson, Esq. About J & J Chemical J & J Chemical, Inc., of Blackfoot, Idaho, is a commercial laundry repair and maintenance company. The Debtor filed for Chapter 11 protection (Bankr. D. Idaho Case No. 17-40037) on Jan. 19, 2017, estimating assets and liabilities of less than $500,000. The Debtor was represented by Brent T. Robinson of Robinson & Tribe. The case is assigned to Judge Jim D. Pappas. Wayne Klein was appointed as Chapter 11 trustee for the Debtor. The trustee hired Cosho Humphrey, LLP as his bankruptcy counsel. JONES SODA: Signs Definitive Agreement to Acquire Canada's Pinestar ------------------------------------------------------------------- Jones Soda announced that in connection with the proposed transactions outlined in the previously announced non-binding term sheet dated July 14, 2021, among the company, Pinestar Gold Inc. and SOL Global Investments Corp., the company has entered into a definitive arrangement agreement with Pinestar pursuant to which the company agreed to acquire all of the issued and outstanding shares of Pinestar on the basis of one common share of Jones for each common share of Pinestar (on a post-Consolidation basis) by way of a plan of arrangement under the Business Corporations Act (British Columbia). In connection with the Arrangement, Pinestar agreed to complete an offering expected to be for subscription receipts for minimum aggregate gross proceeds of US$8,000,000, at a price per Subscription Receipt equal to US$0.50. The Arrangement Agreement provides that each Subscription Receipt will automatically convert into one Pinestar Share and one new common share purchase warrant of Pinestar, which will then be immediately exchanged for, or adjusted into, Jones Shares and share purchase special warrants of Jones in accordance with a 1:1 exchange ratio as part of the Arrangement. Jones intends to use the proceeds of the Concurrent Offering to expand Jones' business to the production and sale of cannabis-containing beverages, edibles and related products. "By entering into the Arrangement Agreement with Pinestar, Jones has taken a significant step towards the development of the Company's planned Cannabis-infused beverages and edibles business line," said Mark Murray, president and chief executive officer of Jones. "We are excited about the opportunity to work with certain large shareholders of Pinestar, and we are confident that they will provide Jones with the resources and expertise necessary to help the Company successfully complete its planned expansion into the cannabis sector," added Mr. Murray. The issuance of the Jones Shares to the holders of Pinestar Shares (including Pinestar Shares to be received upon the exercise of Subscription Receipts) in the Arrangement are intended to be exempt from the registration requirements under the United States Securities Act of 1933, as amended pursuant to Section 3(a)(10) of the U.S. Securities Act. Arrangement Details Pursuant to the terms of the Arrangement Agreement, after Pinestar completes a consolidation of the Pinestar Shares whereby 10.031 pre-consolidated Pinestar Shares are consolidated for one consolidated Pinestar Share, all 4,000,000 Pinestar Shares outstanding following the Consolidation will be exchanged for Jones Shares based on the Exchange Ratio. Additionally, the exercise price of, and the number of Pinestar Shares issuable pursuant to, 16,800,000 existing common share purchase warrants of Pinestar shall be adjusted in accordance with their terms to account for the Consolidation, resulting in an aggregate of approximately 1,674,808 post-Consolidated Pinestar Warrants, subject to rounding, each exercisable for the purchase of one post-Consolidation Pinestar Share at a price of Cdn$0.06 per share. As part of the Arrangement, an aggregate of 700,000 post-Consolidation Pinestar Warrants will be transferred to Jones for no consideration (and subsequently cancelled), and the obligations in respect of each remaining post-Consolidated Pinestar Warrant will be assumed by Jones and each such remaining post-Consolidated Pinestar Warrant will become exercisable into one Jones Share at a price of Cdn$0.06 per share. The Arrangement Agreement also provides that upon the closing of the Arrangement, the board of directors of Jones will consist of the Jamie Colbourne (the current Chair of the Company's board of directors), Mark Murray (the Company's current Chief Executive Officer), Clive Sirkin, Paul Norman, Alex Spiro and an additional director to be determined by the Company. The Arrangement will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is subject to a number of conditions being satisfied or waived by one or both of Jones and Pinestar at or prior to closing of the Arrangement, including approval of the Arrangement by Pinestar's shareholders, completion of the Consolidation, the surrender of the 700,000 post-Consolidation Pinestar Warrants discussed above, and the receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature, including completion of the Concurrent Offering, and the conditional approval of the listing of the Jones Shares on the Canadian Securities Exchange by the CSE. It is expected that the special meeting of Pinestar's shareholders to approve the proposed Arrangement will be held in December 2021 and, if approved at such meeting, and all other conditions have been met, it is expected that the Arrangement would close shortly thereafter. The Arrangement Agreement includes customary provisions, including non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. A termination fee of US$200,000 may be payable by either party in the case of certain terminating events. Further information regarding the Arrangement and the Concurrent Offering will be contained in a management information circular to be prepared by Pinestar and mailed to the shareholders of Pinestar in connection with the special meeting of shareholders to be held by Pinestar to consider the Arrangement and related matters. All shareholders of Pinestar are urged to read the information circular once available, as it will contain important additional information concerning the Arrangement. Concurrent Financing The Subscription Receipts to be issued by Pinestar in the Concurrent Offering will be offered and sold in both Canada and the United States on a private placement basis pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable Canadian prospectus requirements. Pursuant to the terms of the Arrangement Agreement, each Subscription Receipt issued in the Concurrent Offering will automatically convert, without further action on the part of the holder thereof or payment of additional consideration therefor, into one post-Consolidation Pinestar Share and one Pinestar special share purchase warrant. As part of the Arrangement, such post-Consolidation Pinestar Shares will be immediately exchanged for Jones Shares based on the Exchange Ratio and the Special Warrants will be adopted by Jones and become exercisable into Jones Shares at a price of US$0.625 per share for a period of 24 months from the date of issuance, conditional upon Jones increasing its authorized capital to an amount to cover the Jones Shares issuable pursuant to all of the outstanding Special Warrants as well as the other Jones Shares issuable pursuant to the then outstanding convertible/exercisable securities of Jones. The aggregate gross proceeds of the Concurrent Offering, less 50% of any applicable fees and the expenses of any agents, will be subject to escrow pending the closing of the Arrangement or the termination of the Arrangement Agreement. All of the securities issued in the Concurrent Offering will be subject to a statutory four-month hold period in accordance with Canadian securities legislation, or until such securities are exchanged or adjusted pursuant to the Arrangement. It is expected that the Jones Shares issued at the completion of the Arrangement in exchange for the post-Consolidation Pinestar Shares issuable upon conversion of the Subscription Receipts shall not be subject to a restricted period (as such term is defined under National Instrument 45-102 – Resale Restrictions). Board Recommendations and Voting Support The Arrangement has been unanimously approved by the board of directors of each of Jones and Pinestar. The board of directors of Pinestar has determined that the Arrangement is fair to the shareholders of Pinestar and is in the best interests of Pinestar and recommends that Pinestar's shareholders vote in favor of the Arrangement. Shareholders, holding in aggregate 91.71% of the issued and outstanding Pinestar Shares have entered into voting support agreements agreeing to vote all of their Pinestar Shares in favor of the Arrangement. Evans & Evans, Inc. has provided a fairness opinion to the board of directors of Jones that, as of Oct. 19, 2021, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be paid by Jones to the securityholders of Pinestar under the Arrangement is fair, from a financial point of view, to Jones. Amuka Capital Corp. has provided a fairness opinion to the board of directors of Pinestar that, as of Oct. 19, 2021, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be paid by Jones to the securityholders of Pinestar under the Arrangement is fair, from a financial point of view, to Pinestar. Advisors and Counsel Evans & Evans, Inc. is acting as financial advisor Jones, Fasken Martineau DuMoulin LLP is acting as Canadian legal counsel to Jones, and Sheppard Mullin Richter & Hampton LLP is acting as United States legal counsel to Jones. Amuka Capital Corp. is acting as financial advisor Pinestar, Garfinkle Biderman LLP is acting as Canadian legal counsel to Pinestar, and Nauth LPC is acting as United States legal counsel to Pinestar. About Jones Soda Headquartered in Seattle, WA, Jones Soda Co. -- www.jonessoda.com -- develops, produces, markets and distributes premium beverages primarily in the United States and Canada through its network of independent distributors and directly to its national and regional retail accounts. The Company also sells products in select international markets. The Company's products are sold in grocery stores, convenience and gas stores, on fountain in restaurants, "up and down the street" in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well as through its national accounts with several large retailers. Jones Soda reported a net loss of $3 million for the year ended Dec. 31, 2020, compared to a net loss of $2.78 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $8.21 million in total assets, $3.72 million in total liabilities, and $4.49 million in total shareholders' equity. Seattle, Washington-based BDO USA, LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 24, 2021, citing that the Company has suffered recurring losses from operations and has negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. KATERRA INC: Amends Plan to Add Sales and Use Tax Reserve --------------------------------------------------------- Katerra Inc., et al., submitted an Amended Joint Chapter 11 Plan dated October 19, 2021. The Amended Joint Plan added this paragraph: "The Plan Administrator shall establish and fund the Sales and Use Tax Reserve on the Effective Date and shall use the funds therein solely to pay any outstanding sales and use taxes in accordance with applicable law. Any amounts remaining in the Sales and Use Tax Reserve after payment of all outstanding sales and use tax obligations shall revert to the Wind-Down Debtors. The amount to be funded into the Sales and Use Tax Reserve on the Effective Date shall be the full amount determined by the Debtors to be outstanding for sales and use taxes immediately prior to the Effective Date, plus amounts for additional interest or penalties, if any, that may accrue prior to an estimated payment date for any sales and use taxes that are owed. For the avoidance of doubt, the Wind-Down Debtors shall satisfy any and all sales and use tax obligations that may be owed by the Debtors or Wind-Down Debtors, without regard to whether adequate amounts are set aside in the Sales and Use Tax Reserve." "Sales and Use Tax Reserve" means a reserve established by the Plan Administrator to satisfy outstanding sales and use taxes, if any. Wind-Down Debtors On the Effective Date, any non-Cash Estate assets remaining shall vest in the Wind-Down Debtors for the purpose of liquidating the Estates and Consummating the Plan, on the condition that the Wind Down Debtors comply with the terms of the Plan, including the making of all payments and distributions to creditors provided for in the Plan or any other order of the Bankruptcy Court. If the Wind-Down Debtors default in performing under the provisions of the Plan and the Chapter 11 Cases are converted to chapter 7, all property vested in each Wind-Down Debtor and all subsequently acquired property owned as of or after the conversion date shall revest and constitute property of the bankruptcy Estates in the Chapter 7 Cases. The Amended Joint Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Allowed general unsecured claims are projected to total $800 million to $1.6 billion. Each holder of an allowed general unsecured claim will receive its pro rata share of the General Unsecured Claims Recovery until paid in full. * Each Allowed Existing Interest shall be canceled, released, and extinguished, and will be of no further force or effect and no Holder of Existing Interests shall be entitled to any recovery or distribution under the Plan on account of such Existing Interests. The Plan Administrator and/or Wind-Down Debtors will fund distributions under the Plan with (i) Cash held on the Effective Date by or for the benefit of the Debtors or Wind-Down Debtors, (ii) any remaining Sale Transaction Cash Proceeds after giving effect to the Wind Down process contemplated by the Plan, and (iii) the proceeds of any other non-Cash assets held by the Wind Down Debtors. Co-Counsel to the Debtors: Matthew D. Cavenaugh JACKSON WALKER LLP Jennifer F. Wertz J. Machir Stull 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com mstull@jw.com Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. Christine A. Okike, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: joshua.sussberg@kirkland.com christine.okike@kirkland.com - and - Joshua M. Altman 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: josh.altman@kirkland.com About Katerra Inc. Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded, American technology-driven offsite construction company. Katerra was founded in 2015 by Michael Marks, former chief executive officer of Flextronics and former Tesla interim CEO, along with Fritz Wolff, the executive chairman of The Wolff Co. It offers technology-driven design, manufacturing, and assembly solution for bathroom pods, door and window, furniture, and modular utility systems. Katerra and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-31861) on June 6, 2021. In its petition, Katerra disclosed assets of between $500 million and $1 billion and liabilities of between $1 billion and $10 billion. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Alvarez & Marsal North America, LLC as financial and restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk LLC is the claims and noticing agent. The official committee of unsecured creditors tapped Fox Rothschild, LLP, as counsel; and FTI Consulting, Inc., as financial advisor. Weil, Gotshal & Manges LLP is counsel for SB Investment Advisers (UK) Limited, DIP lender. * * * Katerra in early August 2021 won court approval to sell factories in Washington state and California for a total of $71 million. Blue Varsity LLC, a wholly-owned subsidiary of Mercer International Inc., purchased Katerra's cross-laminated timber factory in Spokane, Wash. Volumetric Building Companies, a Philadelphia based construction company, agreed to buy Katerra's two-year-old factory in Tracy, Calif. KNOW LABS: All 5 Proposals Passed at Annual Meeting --------------------------------------------------- Know Labs, Inc. held its 2021 Annual Meeting of Stockholders at which the stockholders: (1) elected five nominees to serve on the Board of Directors until the 2022 Annual Meeting of Stockholders; (2) approved an amendment to the company's Articles of Incorporation to increase the authorized shares of common stock from 100,000,000 to 200,000,000 shares; (3) approved and authorized that the company's current Bylaws, as amended to date, be amended, restated, and replaced in its entirety by the Second Amended and Restated Bylaws; (4) approved and adopted the 2021 Equity Incentive Plan; and (5) approved and ratified the appointment of BPM, LLP of Walnut Creek, CA as the company's independent registered public accounting firm for the fiscal year ending Sept. 30, 2020 and 2021. About Know Labs Know Labs, Inc., was incorporated under the laws of the State of Nevada in 1998. Since 2007, the Company has been focused primarily on research and development of proprietary technologies which can be used to authenticate and diagnose a wide variety of organic and non-organic substances and materials. The Company's Common Stock trades on the OTCQB Exchange under the symbol "KNWN." Know Labs reported a net loss of $13.56 million for the year ended Sept. 30, 2020, compared to a net loss of $7.61 million for the year ended Sept. 30, 2019. As of June 30, 2021, the Company had $14.03 million in total assets, $7.82 million in total current liabilities, $205,633 in total non-current liabilities, and $6 million in total stockholders' equity. BPM LLP, in Walnut Creek, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 29, 2020, citing that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. KUMTOR GOLD: NY Bankruptcy Court Okays $8 Million Chapter 11 Loan ----------------------------------------------------------------- 24KG reports that the the Bankruptcy Court for the Eastern District of New York approved an $8 million Chapter 11 loan for Kumtor Gold Company — a Centerra subsidiary — after restricting the ways in which the lender could enforce its liens on the debtor's assets in the Kyrgyz Republic, which is seeking to have the bankruptcy tossed after seizing Kumtor gold mine. Law360 reports. The Centerra's attorney Pauline K. Morgan said during a hearing Thursday, Oct. 21, 2021, that the debtor-in-possession financing was needed for Kumtor Gold Company to pay the costs of running its bankruptcy case, because the government of Kyrgyzstan had seized most of the company's assets. U.S. Bankruptcy Judge Lisa G. Beckerman said that since Kumtor Gold Company filed for bankruptcy in June 2021, she has tried to thread a delicate needle in giving the company relief it has requested while also not implicating Kumtor Gold Company's assets in Kyrgyzstan, which are the subject of an international arbitration proceeding over their rightful ownership. The court's specific concern was that the DIP lenders -- subsidiaries of Centerra Gold Inc. -- were being given a lien on all of the debtor's assets and if Kumtor Gold Company defaults on the package, the lender would be able to enforce those liens on the operational assets of the company located in Kyrgyzstan. Judge Beckerman agreed to approve the DIP order with the caveat that no lien enforcement actions can occur in the Kyrgyz Republic unless the bankruptcy court denies Kyrgyzstan's motion to dismiss the case. A hearing on the motion to dismiss is scheduled for early February 2021. Kumtor Gold Company, the Centerra subsidiary that operated the gold mine before the government seized it, filed for Chapter 11 bankruptcy protection in New York court in June, just days after mine operations were taken over by Kyrgyz government-appointed managers. Last month, Judge Beckerman denied a motion from Kumtor Gold Company seeking $1 million per day in sanctions against the Kyrgyz government for its actions in adopting laws concerning the corporate ownership of the mine and making statements about the status of future contracts between the government and Kumtor Gold Company. About Kumtor Gold Inc. Centerra Gold Inc. is a Canadian mining company that owns and operates the Kumtor Gold Mine in the Kyrgyz Republic. Centerra placed subsidiaries, Kumtor Gold Co and Kumtor Operating Co., into Chapter 11 bankruptcy in the U.S. following nationalization of the miner's Kumtor gold mine by the Kyrgyz Republic, a former Soviet republic. Kumtor Gold Company CSJC and Kumtor Operating Company CSJC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 21-11051 to 21-11052) on May 31, 2021. Kumtor Gold was estimated to have $1 billion to $10 billion in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Lisa G. Beckerman is the case judge. SULLIVAN & CROMWELL LLP, led by James L. Bromley, is the Debtor's counsel. STIKEMAN ELLIOT LLP is the co-counsel. LATAM AIRLINES: Committee Says Shareholders Plan on Wrong Track --------------------------------------------------------------- Rick Archer of Law360 reports that the unsecured creditors committee in the LATAM Airlines Group Chapter 11 bankruptcy case says the South American air carrier's insistence on providing benefits for major shareholders is sending it down a dead end in its restructuring process. In a statement filed Thursday, October 21, 2021, in response to a request by LATAM for one last monthlong extension of its deadline to file a Chapter 11 plan, the committee said the reason one had not emerged for 17 months was largely the company's "insistence on having a plan that is acceptable primarily to its majority shareholders. "The Debtors have had the privilege of nearly seventeen months of exclusivity, yet they have not reached any consensual plan that is acceptable to their creditors or compliant with the Bankruptcy Code. The Committee believes that the Debtors' process has not resulted in more progress toward a confirmable plan due in large part to the Debtors' insistence on having a plan that is acceptable primarily to its majority shareholders and its failure to engage in a broad marketing initiative for exit financing. Unless the Debtors change course, the Committee doubts that the additional time the Debtors request will be used productively to advance these cases," the Committee said in court filings. "To address these increasingly pressing concerns, the Committee has requested that the Debtors expand their marketing process for their exit financing needs in consultation with the Committee, and to agree to commence mediation on (1) the structure and content of a Chapter 11 Plan that may be confirmed with or without the consent of the majority shareholders, and (2) the validity and value of the purported intercompany claims. The Debtors have refused both requests. Unfortunately, unless proactive steps are taken to address these issues, the Committee believes that an extension of exclusivity will not advance the progress of these cases." About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LATAM: Two Creditor Groups Oppose Bankruptcy Plan Postponement -------------------------------------------------------------- Market Research Telecast reports that two groups of creditors of the Chilean airline LATAM, the largest in Latin America, presented in a court in New York their objections to the request of the airline to extend for the fifth time and until the Nov. 26, 2021 its deadline to submit its reorganization plan to get out of bankruptcy. They are Parent ad hoc Claimant Group, LATAM's largest group of unsecured creditors with more than $4 billion in claims and approximately $740 million in bonds, and LATAM's Official Committee of Unsecured Creditors. In a brief presented to Judge James Garrity, Parent ad hoc Claimant Group opposes an extension if it is not accompanied by an order from the judge obliging the parties to mediation in certain matters that have prevented LATAM from proposing to date an exit plan from Chapter 11 of the United States Bankruptcy Law. "Despite the efforts and commitment of some parties over the last month, it has become very clear that the parties are in fundamental disagreement on key legal issues," the group said before underlining that a new extension on them terms that the above "will not help the case move forward." Thus, this group, which supported the fourth extension for the presentation of the plan, asks the judge to appoint a mediator who "can help advance the negotiations underway." "In the absence of a mediator, there is no reason to believe that the latest request from the debtors (Latam) for an extension of exclusivity will produce more progress than the previous ones," they underline before writing in bold that the "debtors are still far from having a consensual and confirmable plan to present to the Court." For its part, the Official Committee of Unsecured Creditors mentions its "growing concerns." "The Committee remains deeply concerned that a further extension could be used simply to pressure creditors to adhere to a plan that rewards shareholders who run out of money on account of their equity stakes at expense of unsecured creditors," reads the brief presented to the judge by this second group. LATAM requested on October 14 a new extension, the fifth, to extend until Nov. 26, 2021 the deadline to present its reorganization plan and on which the judge who is handling his case in New York will have to rule in the last week of October 2021. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LTL MANAGEMENT: No Stay for Appeal in Strobel Baby Powder Suit --------------------------------------------------------------- The Court of Appeals of California, Fourth District, Division Four, refused to stay the appeals case captioned JO ANN STROBEL, Plaintiff and Appellant, v. JOHNSON & JOHNSON et al., Defendants and Respondents, No. A159609 (Cal. App.), holding that the debtor in the bankruptcy proceeding at issue is LTL Management LLC -- not Johnson & Johnson -- and because LTL is not a party to the appeal, the appeal does not qualify as a "judicial . . . proceeding against the debtor." Before his death, Doug Strobel sued Johnson & Johnson and Johnson & Johnson Consumer Inc. for damages under product liability, negligence and fraud theories, alleging that continuous exposure to asbestos in J&J's Baby Powder, a product he used regularly for some 60 years, was a substantial contributing cause of his mesothelioma. Mr. Strobel's wife, Jo Ann, a co-plaintiff who substituted in as the sole appellant after his death, seeks recovery for loss of consortium. Although a merger of JJCI and LTL has apparently taken place under Texas law, this appeal may continue against JJCI at least until a successful motion is made to substitute LTL as a party, the Court said. No such motion has been made. When, and if, LTL is substituted as a party in the proceedings on remand, a question may arise as to whether the automatic stay in LTL's bankruptcy stays the entire case, including any further litigation against Johnson & Johnson, but that question is not yet ripe for decision, the Court pointed out. A full-text copy of the Order dated October 21, 2021, is available at https://tinyurl.com/4xpchdvf from Leagle.com. Brayton Purcell, Gilbert L. Purcell, Richard M. Grant, Steven J. Patti, Christine A. Renken, for Plaintiff and Appellant. King & Spalding, Paul R. Johnson, Esq. -- pjohnson@kslaw.com -- Alexander G. Calfo, Esq. -- acalfo@kslaw.com -- Susan V. Vargas, Esq. -- svargas@kslaw.com -- Stacy L. Foster, Esq. -- stacy.foster@kslaw.com -- Orrick Herrington & Sutcliffe, Robert M. Loeb, Esq. -- rloeb@orrick.com -- pro hac vice, Nathan Dullum, Esq. -- ndullum@orrick.com -- for Defendants and Respondents. About LTL Management LTL Management LLC is a newly formed subsidiary of Johnson & Johnson (J&J) to manage and defend thousands of talc-related claims and oversee the operations of its subsidiary, Royalty A&M, which owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA /MYLICON and ROGAINE products. J&J is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. LTL Management filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The Debtor was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. J. Craig Whitley is the case judge. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A. as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC is the claims agent. LUMEE LLC: Unsecureds Will Get 24.4% of Claims in Liquidating Plan ------------------------------------------------------------------ LuMee LLC, filed with the U.S. Bankruptcy Court for the District of Utah a Disclosure Statement for Chapter 11 Plan of Liquidation dated October 19, 2021. LuMee was an industry-leading designer, marketer, and distributor of lighted mobile phone cases and accessories. LuMee's flagship product was its line of premium lighted phone cases. After a full review of its options, LuMee determined that a Chapter 11 liquidation was in the best interest of LuMee and its creditors and, on June 28, 2019, it filed a petition for relief under Chapter 11, title 11 of the United States Code. After the Petition Date, LuMee sought and obtained Court approval to run an auction and sale process for the sale of substantially all of its assets. After a competitive auction supported by a stalking horse bidder, the Court on August 28, 2019 approved the sale of most of LuMee's assets to Case-Mate, Inc. ("Case-Mate" and the "Case-Mate Sale"). Under the Case-Mate Sale, Case-Mate purchased most of LuMee's assets including all of LuMee's intellectual property and tangible personal property related to the operation of LuMee's business for the price of $500,000. After satisfaction of certain secured claims and the compromise of certain administrative claims, LuMee's remaining assets consisted of a small amount of cash and certain causes of action under applicable law and the Bankruptcy Code. The Plan's purpose is to place LuMee's remaining assets into a Liquidating Trust for the benefit of the Debtor's creditors. The Liquidating Trust will pursue the remaining causes of action and distribute the Debtor's assets to creditors according to the waterfall of priorities in the Bankruptcy Code and applicable law. The Debtor listed in its Schedules general Unsecured Claims totaling approximately $4,632,784.58 million (some of which were listed as disputed and/or contingent, including approximately $750,000 to Windy Place LLC and $1,024,413.07 to Products of Tomorrow, Inc.). Further, according to the Court's Claims Register as of January 11, 2021, proofs of claim asserting general unsecured claims totaling $3,154,274.67 have been filed in the Case. The Debtor believes it has valid objections to portions or all of the claims by Windy Place Inc., PayPal, Inc., and possibly other Claims. The purpose of the Plan is to establish an efficient mechanism for promptly and efficiently (a) completing the liquidation of the remaining assets of the Debtor's Estate in an orderly fashion, (b) evaluating claims against the Estate and pursuing objections to claims where appropriate, and (c) distributing the net funds of the Estate to creditors holding allowed claims. The Plan will treat claims as follows: * Class 2 consists of the secured claim of WO-C2FO SPV, LLC. WO-C2FO SPV, LLC is impaired. WO-C2FO SPV, LLC has received in full satisfaction of its Secured Claim $232,788.40 pursuant to the Sale Order, and it shall receive no further distribution of any kind. Further, all liens of WO-C2FO SPV, LLC are deemed and are hereby cancelled, withdrawn, satisfied, and void, and it will have no interest or Claim against the Debtor. WO-C2FO SPV, LLC will receive no further distribution under the Plan. * Class 3 consists of the secured claim of PayPal Capital. The Debtor believes that PayPal Capital's claim has been paid or satisfied in full and expects to enter into a stipulation to that effect or to file an objection to the Claim. If, however, PayPal Capital has an Allowed Claim, PayPal Capital is unimpaired under the Plan. In full satisfaction of its liens, if any, and claims PayPal Capital will be paid in full and therefore not entitled to vote to accept or reject the Plan and is deemed to have accepted the Plan. * Class 4 consists of all Allowed General Unsecured Claims against the Debtor. Class 4 is impaired under the Plan. In full satisfaction of their Claims, the Liquidating Trustee shall pay holders of Allowed Class 4 Claims their Pro Rata share (subject to the Disputed Claims Reserve) as funds become available in the Distribution Account, subject to the Liquidating Trustee's discretion. When the bankruptcy case is closed with the entry of the final decree, the Liquidating Trustee shall distribute the net amount available in the Distribution Account pro rata to Holders of Allowed Class 4 Claims. * Class 5 consists of all Equity Interests in the Debtor. Holders of Equity Interests are not entitled to vote on the Plan because all such interests will be cancelled under the Plan and all such holders are deemed to reject the Plan. The Plan of Liquidation Cash Analysis projects allowed general unsecured claims of $2.762 million and an estimated recovery of 24.4% for unsecured claims. Under the Plan, the Liquidating Trustee will administer the Liquidating Trust for the benefit of the Estate's creditors, with such administration to include liquidating the remaining assets (primarily, the Causes of Action), reviewing and objecting to claims, and distributing available funds to holders of Allowed Claims. The Plan meets the feasibility requirement because there already are sufficient funds in the Estate to pay all Allowed Claims in Class 1, to pay Class 2 Claim pursuant to the terms of the of the Case-Mate Sale Order (which funds have already been paid under the Case-Mate Sale Order), make payment in full to Class 3 secured claimant (if Allowed), and to make Pro Rata distributions to holders of Allowed Class 4 Claims. The Liquidating Trustee will attempt to maximize the Pro Rata distributions to be made to holders of such Allowed General Unsecured Claims. A full-text copy of the Disclosure Statement dated October 19, 2021, is available at https://bit.ly/3B3anbL from PacerMonitor.com at no charge. Attorneys for Debtor LuMee LLC: Brian M. Rothschild Darren Neilson PARSONS BEHLE & LATIMER 201 South Main Street, Suite 1800 Salt Lake City, Utah 84111 Telephone: 801.532.1234 Facsimile: 801.536.6111 E-mail: BRothschild@parsonsbehle.com DNeilson@parsonsbehle.com ecf@parsonsbehle.com About LuMee LLC LuMee LLC -- https://www.lumee.com/ -- designs, manufactures and sells illuminated smart phone cases and other mobile accessories. LuMee filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28, 2019. In the petition signed by Angela Shoemake, president and chief operating officer, the Debtor was estimated to have $100,000 to $500,000 in assets and $4.2 million in liabilities. The case is assigned to Judge William T. Thurman. Brian M. Rothschild, Esq., at Parsons Behle & Latimer, is the Debtor's counsel. MATT'S SMALL ENGINE: Dec. 15 Plan Confirmation Hearing Set ---------------------------------------------------------- On June 22, 2021, debtor Matt's Small Engine Repair LLC filed with the U.S. Bankruptcy Court for the Northern District of Florida a disclosure statement. On Oct. 21, 2021, Judge Karen K. Specie conditionally approved the disclosure statement and ordered that: * Dec. 8, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement, and is fixed as the last day for filing acceptances or rejections of the plan. * Dec. 15, 2021, at 1:30 p.m. via Video Zoom Conference is the confirmation hearing. * Objections to confirmation shall be filed and served 7 days before the confirmation hearing date. A copy of the order dated Oct. 21, 2021, is available at https://bit.ly/3pyQ43N from PacerMonitor.com at no charge. About Matt's Small Engine Repair Matt's Small Engine Repair, LLC, is a Florida corporation limited liability company owned by its managing member and founder, Matthew Roberts, along with his wife, Casey Roberts. Matt's Small Engine Repair filed Chapter 11 petition (Bankr. N.D. Fla. Case No. 21-40220) on June 22, 2021. At the time of the filing, the Debtor had between $100,001 and $500,000 in both assets and liabilities. The Debtor is represented by the Law Office of Allen Turnage, P.A. MJ AUTO CENTER: Unsecureds Will Get 100% of Claims in Plan ---------------------------------------------------------- MJ Auto Center, LLC, filed with the U.S. Bankruptcy Court for the Western District of Tennessee a Disclosure Statement in support of Plan of Reorganization. The purpose of the Plan is to restructure the Debtor's obligations so that it can be satisfied in full over time by the Debtor's cash flow from the operation of the business. The Debtor believes that the reorganization contemplated by the Plan is in its best interest and the best interest of all the Debtor's creditors. If the Plan is not confirmed, the Debtor believes that it will be forced to liquidate under Chapter 7 of the Bankruptcy Code. In that event, the Debtor believes that creditors would realize a less favorable distribution of value, or no value at all, for their Claims. The Plan will treat claims as follows: * Claim 1 consists of the Allowed Secured Claim of Simmons Bank. Simmons Bank shall have an Allowed Secured Claim in the sum of $254,767 in the amount due as of September 20, 2021, with an interest rate of 6 percent and a monthly payment of $1,889. * Claim 2 consists of the Allowed Secured Claim of the Shelby County Trustee. The Shelby County Trustee will have an Allowed Secured Claim in the sum of $4,701.66 with an interest rate of 18 percent (18%) and a monthly payment of $107.24. * Claim 3 consists of the Allowed Secured Claim of the Shelby County Trustee. The Shelby County Trustee will have an Allowed Secured Claim in the sum of $731.06 with an interest rate of 18 percent (18%) and a monthly payment of $21.48. * Claim 4 consists of the Allowed Secured Claim of the City of Memphis. The City of Memphis will have an Allowed Secured Claim in the sum of $3,753 with an interest rate of 18 percent (18%) with a payment of $110.24. * Claim 5 consists of the Allowed Secured Claim of the City of Memphis. The City of Memphis will have an Allowed Secured Claim in the sum of $808.27 with an interest rate of 18 percent (18%) with a payment of $23.74. * Claim 6 consists of the Allowed Secured Claim of Mercedes Financial. Mercedes Financial shall have an Allowed Secured Claim of $45,000 with an interest rate of 6 percent and a monthly payment of $745.78. * Claim 7 consists of the Unsecured claim of Bridge Capital. Bridge Capital shall have an Allowed Unsecured Claim in the amount of $61,697 with a zero percent (0%) interest rate and a monthly payment of $516.40. Class 7 shall be paid 100% of the Claim. * Claim 8 consists of the Claim of Equity Holder. The Equity Holder, Jamal Abukhalil, is owed money for unpaid wages as well as loans. The Equity Holder waives his claim in exchange for retaining ownership in the Debtor. * Claim 9 consists of the Disputed Claim of the Department of Treasury. The Department of Treasury has filed a Proof of Claim for delinquent 941 employee taxes. The Debtor disputes the Proof of Claim as they are estimates. The Debtor is currently researching the Proof of Claim. In the event the Debtor owes the Department of Treasury, they will be treated as a priority creditor in the Plan. * Claim 10 consists of the Disputed Claim of the Tennessee Department of Revenue. The Tennessee Department of Revenue has filed a Proof of Claim for delinquent sales taxes. The Debtor disputes the amount due to the fact that they are estimates. If it is determined the Debtor owes the Tennessee Department of Revenue, they will be treated as a priority creditor in the plan. The Plan will be funded by the Reorganized Debtor's (a) cash on hand and monthly income. A full-text copy of the Disclosure Statement dated October 19, 2021, is available at https://bit.ly/3G9aW7T from PacerMonitor.com at no charge. The Debtor is represented by: John E. Dunlap The Law Office of John E. Dunlap 3340 Poplar, Suite 320 Memphis, TN 38111 Tel: (901) 320-1603 Fax: (901) 320-6914 E-mail: jdunlap00@gmail.com About MJ Auto Center MJ Auto Center, LLC, filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 21-23000) on Sept. 15, 2021. The Debtor is represented by John Dunlap, Esq. of LAW OFFICE OF JOHN E. DUNLAP. NATIONAL TRACTOR: Unsecureds Will Get 5% of Claims in 60 Months --------------------------------------------------------------- National Tractor Parts, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a First Amended Subchapter V Plan of Reorganization dated October 19, 2021. Debtor is the seller of heavy equipment and diesel engine parts which it operates from its facilities located at 12127A Galena Road in Plano, IL. As of filing, the debtor owned the real estate where its business is located. The Debtor has per Court order sold and leased back its real estate. The debtor experienced a decline in sales in 2014 when it lost its major customer, Caterpillar, Inc. The Debtor has determined that its best course of action is to sell the real estate where it is located to partially satisfy the obligation secured of First Midwest Bank and reducing its debt service. The Debtor has completed the sale of its real estate property with net proceeds being paid to First Midwest Bank. The Debtor, as part of the sale transaction, has leased the property back from the buyer with a rental obligation of $7, 000.00/monthly plus taxes and insurance. The remaining obligation to First Midwest and other creditors will be paid via revenues from the continued operations of the Debtor. The debtor will liquidate some of its non-essential assets to provide additional funding for its Plan and to provide a lump-sum to First Midwest in the amount of $50,000. The Debtor asserts that this plan will provide all creditors with a greater return than if the debtor ceased operations and is liquidated under Chapter 7. The Debtor's financial projections show that the Debtor will have projected disposable income in the amount of $2,000 per month. The final plan payment is expected to be paid on Dec. 31, 2026. The Plan of Reorganization proposes to pay creditors of the Debtor from cash flow generated by its business operations. The Plan provides for 2 classes of secured claims; 1 class of unsecured claims; and 1 class of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 5 cents on the dollar. The Plan also provides for the payment of administrative claims over a period of 36 months. The Plan will treat claims as follows: * Class 1 consists of Administrative Claims. Payable in full without interest over a period of 36 months with an estimated payment of $416 per month. Estimated sum of Administrative Claims is $15,000. * Class 2 consists of the claim of First Midwest Bank. Payment of mortgage claim from sale of real estate has been completed. Balance of Secured portion of loan will be via lump sum of $50,000 from sale of nonessential equipment and machinery or, alternatively by direct payment from nondebtor guarantors. Payment will be made on or before 3/1/22. Balance after secured portion (approximately $338,000) shall be paid as Class 5 claim. * Class 3 consists of the claim of First National Bank of Ottawa. Claim 3 is wholly unsecured under 11 U.S.C. Sec. 506 of the Bankruptcy Code. As such, it will be paid pursuant to the treatment specified in Class 5. FNBO will retain its lien on non-debtor third party collateral, lien on Debtor collateral will be released. * Class 4 consists of the Secured Claims of Ecapital. Ecapital shall have a secured claim up to the value of its collateral ($9,768.10). Balance of Ecapital claim shall be unsecured. Debtor abandons its interest, if any, in Covia Receivable to Ecapital. Secured portion shall be paid over 3 years at 5% via monthly payments of $292.76. * Class 5 consists of General unsecured creditors, including wholly unsecured portion of merchant cash advance, lenders, FNBO, and SBA and avoided secured claim of Steel Tracks, Inc. Unsecured creditors shall receive approximately 5% of claims, pro rata over 60 months at a rate of $2,000 per month commencing in January 2022. Total unsecured payment is $120,000 pro rata to all unsecured claims. * Class 6 consists of Equity Security Holders of the Debtor. Equity security holders shall retain their interest in the Debtor. The Plan will be funded by the continued operations of the Debtor and income derived from operations of the Debtor. Charles Gunier is the Debtor and is responsible for overseeing the operations of the Debtor. Charles Gunier shall remain President of the Debtor and remain responsible for the operations of the Debtor after Plan Confirmation. Should the plan be confirmed under Sec. 1191(b), Charles Gunier shall be responsible for making plan payments. Unsecured creditor payments will be made on a Quarterly basis commencing at end of that Quarter 2022. If the case is confirmed under Sec. 1191(b), the trustee shall make plan payments from funds to be tendered by debtor to trustee. A full-text copy of the First Amended Plan of Reorganization dated October 19, 2021, is available at https://bit.ly/2XKKkc0 from PacerMonitor.com at no charge. About National Tractor Parts National Tractor Parts, Inc. -- https://www.ntparts.com/ -- is a family-owned business in the heavy equipment parts industry. National Tractor Parts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-20833) on November 30, 2020. In the petition signed by Charles H. Gunier Jr., president, the Debtor disclosed up to $1,844,491 in assets and up to $3,098,844 in liabilities. Judge David D. Cleary oversees the case. Richard G. Larsen, Esq., at Springer Brown, LLC, is the Debtor's counsel. NEONODE INC: Launches $14 Million Registered Direct Offering ------------------------------------------------------------ Neonode Inc. has agreed to place with certain Swedish and European investors 1,808,000 shares of its common stock at a purchase price of $7.75 per share in a registered direct offering. The company plans to use the net proceeds from the offering for continued investments in sales and marketing to create greater awareness and drive demand for contactless touch and Neonode's Touch Sensor Modules, for supporting the expected growth of the company's Touch Sensor Module production volumes, and for general corporate and working capital purposes. Pareto Securities is acting as sole placement agent for the offering. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- develops user interface and optical interactive touch and gesture solutions. Its patented technology offers multiple features including the ability to sense an object's size, depth, velocity, pressure, and proximity to any type of surface. Neonode reported a net loss attributable to the Company of $5.6 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $11.86 million in total assets, $3.54 million in total liabilities, and $8.32 million in total stockholders' equity. NEUBASE THERAPEUTICS: Chief Business Officer to Quit Next Month --------------------------------------------------------------- Kia Motesharei, the chief business and strategy officer of NeuBase Therapeutics, Inc., notified the company of his intent to resign effective Nov. 5, 2021. Dr. Motesharei's resignation is not a result of any disagreement with the company on any matter relating to the company's policies or procedures, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About NeuBase Therapeutics NeuBase Therapeutics, Inc. -- http://www.neubasetherapeutics.com-- is a biotechnology company focused on developing next generation therapies to treat rare genetic diseases and cancers caused by mutant genes. The Company's modular peptide-nucleic acid antisense oligo platform which outputs "anti-gene" candidate therapies is designed to combine the specificity of genetic sequence-based target recognition with a modularity that enables use of various in vivo delivery technologies to enable broad and also selective tissue distribution capabilities. Neubase Therapeutics reported a net loss of $17.38 million for the year ended Sept. 30, 2020, compared to a net loss of $26.13 million for the year ended Sept. 30, 2019. As of June 30, 2021, the Company had $69.32 million in total assets, $9.04 million in total liabilities, and $60.28 million in total stockholders' equity. NEXTPLAY TECHNOLOGIES: Incurs $9.4-Mil. Net Loss in Second Quarter ------------------------------------------------------------------ NextPlay Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $9.41 million on $2.65 million of total revenues for the three months ended Aug. 31, 2021, compared to a net loss of $435,142 on zero revenue for the three months ended Aug. 30, 2020. For the six months ended Aug. 31, 2021, the Company reported a net loss of $9.99 million on $2.65 million of total revenues compared to a net loss of $553,552 on zero revenue for the same period during the prior year. As of Aug. 31, 2021, the Company had $103.77 million in total assets, $33.32 million in total liabilities, and $70.44 million in total stockholders' equity. On Aug. 31, 2021, the Company had $8,944,775 of cash on-hand which was an increase of $8,499,855 from $444,920 on Feb. 28, 2021. The increase in cash on hand was mainly attributed to the business acquisition activity where there was a increase of $13,251,410 in investing activities, offset by cash used for operating activities of $3,059,601. As of Aug. 31, 2021, the Company had total current liabilities of $30,740,500, were mainly attributed to the reverse acquisition as well as the business combination of the IFEB and Reinhart TV and Zappware. The total liabilities consists of the Secured Notes owed to Streeterville Capital LLC of $8,415,782, short-term loans for $3,069,066 for Reinhart Zappware, an increase of accounts payable and accrued expense of $5,847,026, accrued payroll of $896,102 and accrued interest from notes of $710,486 due to the reverse acquisition and business combination of IFEB and Reinhart Zappware. Deferred revenue increased $898,088 from $0 as of Aug. 31, 2020. IFEB increased other current liabilities in the amount of $11,269,465 due to customer deposit. As of Aug. 31, 2021, the Company had working capital of $6.5 million and a total accumulated deficit of $10.4 million. Cash used in operating activities was $3,629,273 for the six months ended Aug. 31, 2021, compared to $569,672 of cash used in operating activities during the six months ended Aug. 31, 2020. The decrease was mainly due to an increase unbilled receivable of $4,760,457, and increase of loans receivable of $1,572,298, and other current liabilities of $105,284, which were offset mainly by accounts receivable of $4,749,175 which are mainly due to the reverse acquisition and the new entities being consolidated in the quarter. Net cash used in investing activities increased to $12,293,699 for the quarter ended Aug. 31, 2021, as compared to net cash provided by investing activities of $957,711 for six months ended Aug. 31, 2020. The increase can be attributed mainly to the effects of the business combination as part of the reverse acquisition in the amount of $9,323,686 and $4,200,006 which represents the cash from the business combination with NextPlay and IFEB, respectively. Net cash used for financing activities was $24,075 for the six months ended Aug. 31, 2021, compared to $1,625,318 for the six months ended Aug. 31, 2020. The decrease was primarily due to payment on promissory notes, related parties in the amount of $1,303,613 and stock repurchase of $771,456, offset by proceeds from promissory notes related parties in the amount of $2,264,149. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1372183/000158069521000311/nxtp-10q_083121.htm About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) is a technology solutions company offering gaming, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. For more information about NextPlay Technologies, visit www.nextplaytechnologies.com and follow us on Twitter @NextPlayTech and LinkedIn. Monaker Group reported a net loss of $16.51 million for the year ended Feb. 28, 2021, compared to a net loss of $9.45 million for the year ended Feb. 29, 2020. As of Feb. 28, 2021, the Company had $25.99 million in total assets, $6.83 million in total liabilities, and $19.16 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 7, 2021, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NEXUS BUYER: Moody's Cuts CFR to B3 & Rates New 2nd Lien Loan Caa2 ------------------------------------------------------------------ Moody's Investors Service downgraded Nexus Buyer LLC's (IntraFi) Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. The first lien senior secured credit facility rating of B2 was affirmed. The new second lien term loan was rated Caa2. The rating outlook remains stable. The action follows IntraFi's announcement of a $540 million new second lien term loan issuance with proceeds to be used for a shareholder distribution and a change of control payment to certain employees. "Moody's adjusted total leverage pro forma for the transaction is 8.9x, with resulting pro forma free cash flow to debt of 2.7%" said Peter Krukovsky, Moody's Senior Analyst. "This second dividend recapitalization targeting a much higher pro forma leverage level is indicative of a financial strategy of maximizing financial leverage which is likely to be sustained over time." The following rating actions were taken: Downgrades: Issuer: Nexus Buyer LLC (IntraFi) Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Affirmations: Issuer: Nexus Buyer LLC (IntraFi) Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) Assignments: Issuer: Nexus Buyer LLC (IntraFi) Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: Nexus Buyer LLC (IntraFi) Outlook, Remains Stable RATINGS RATIONALE IntraFi operates the leading deposit allocation network serving approximately 3,000 financial institutions in the United States. IntraFi's credit profile is constrained by small business scale and very high financial leverage of 8.9x following the pending second dividend recapitalization, and potential for continued releveraging over time by the sponsor. The company benefits from a leadership position in deposit allocation services supported by entry barriers, as well as from the meaningful scale economies in its network business. IntraFi does not take credit risk and does not take possession of customer funds. IntraFi's customer value proposition has resulted in strong organic growth in recent years, and scale economies and network effects result in high profit margins. While regulatory changes or increased competition may present potential risks over time, recent regulatory developments have been favorable and competing networks have not been able to gain meaningful scale to date. The pandemic has resulted in an acceleration in revenue growth for IntraFi, as bank deposit balances increased due to shift of asset allocation away from risk assets and increased saving rates. The company grew revenues 29% in 2020, followed by projected growth of 8% in 2021 as deposit balances have remained high. In 2022, there is a possibility that reduced public health risks and higher interest rates may result in a shift of asset allocation away from bank deposits. However, IntraFi's growth will be supported by continued new customer additions and core integrations. Moody's projects revenue growth in the high single digits in 2022, which is lower than IntraFi's growth pre-pandemic in the teens. SG&A investment will reduce EBITDA growth but profitability will remain very strong. The very high financial leverage following the recapitalization results in free cash flow to debt ratio in the low single digits, despite the solid cash flow generation characteristics of the business. Cash flow generation is also constrained by the LLC tax distribution of 53% of pretax earnings. Moody's expects IntraFi to continue to operate at very high leverage levels over time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation of sustained revenue and EBITDA growth in the high single digits, and limited free cash flow generation due to very high leverage and high tax distributions over the next 12-18 months. The ratings could be upgraded if IntraFi generates consistent organic revenue growth and strong profit margins, and if Moody's adjusted total leverage is sustained below 7.0x. The ratings could be downgraded if IntraFi's revenue declines, profitability declines materially, if free cash flow declines to a breakeven level, or if leverage increases from current levels or liquidity weakens. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. With net revenues of $271 million for the last twelve months ended August 2021, IntraFi operates the leading deposit allocation network serving approximately 3,000 financial institutions in the United States. NINETY-FIVE MADISON: Seeks to Hire Cushman & Wakefield as Broker ---------------------------------------------------------------- Ninety-Five Madison Company, LP seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Cushman & Wakefield, Inc. as mortgage broker to solicit and secure a commitment for a financing of its property. The Debtor is facing lack of liquidity and needs to get financing to implement its proposed Chapter 11 plan, which provides for payment in full of its creditors. The financing will be secured by the Debtor's interest in a commercial building located at 95 Madison Ave., N.Y. Pursuant to its engagement agreement with the Debtor, Cushman & Wakefield will get a commission equal to 1 percent of the amount of a financing offer that closes. This advisory fee must be paid to the firm immediately upon such closing. In the alternative, the firm will receive a fee not to exceed $30,000 in the event the Debtor obtains and accepts financing by a private source that does not, in the regular course of business, fund real estate. This fee will be prorated by the total number of months worked, with one-third of the fee earned for each month worked following the execution of the engagement agreement. Upon the acceptance of a financing offer, if any, during the refinancing agreement term, Cushman & Wakefield is entitled to an advisory fee in an amount equal to three-quarters of one percent (0.75%) of the amount of such refinancing. This advisory refinancing fee must be paid by the Debtor immediately upon the closing of the refinancing. As disclosed in court filings, Cushman & Wakefield is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Toby Dodd Cushman & Wakefield, Inc. 1290 Avenue of the Americas New York, NY 10104-6178 Office: +1 (212) 389-6737 About Ninety-Five Madison Company Ninety-Five Madison Company, L.P. filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-10529) on May 22, 2021, listing up to $100 million in assets and up to $10 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Glenn Agre Bergman & Fuentes, LLP as legal counsel, replacing Windels, Marx, Lane & Mittendorf, LLP. The Debtor filed its proposed Chapter 11 plan of reorganization on Sept. 12, 2021, which provides for payment in full of its creditors. NS8 INC: Ex-Legal Chief Ask Court to Access $11 Million D&O Funds ----------------------------------------------------------------- Leslie Pappas of Law360 reports that the former chief legal officer of cybersecurity company NS8 Inc., which went bankrupt after its CEO was charged with fraud, asked a Delaware bankruptcy court Thursday, Oct. 21, 2021, to access up to $11 million in company insurance policies to defend himself against claims he contributed to the company's collapse. Eric Kay, who also co-founded the Las Vegas-based cyber fraud firm, has incurred legal expenses because of accusations made public during the company's Chapter 11 bankruptcy, his brief said. Kay says he is innocent of any wrongdoing. About NS8 Inc. Las Vegas-based NS8 Inc. is a developer of a comprehensive fraud prevention platform that combines behavioral analytics, real-time scoring, and global monitoring to help businesses minimize risk. On the Web: https://www.ns8.com/ NS8 sought Chapter 11 protection (Bankr. D. Del. Case No. 20-12702) on Oct. 27, 2020. The petition was signed by Daniel P. Wikel, the chief restructuring officer. The Debtor was estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities at the time of the filing. The Hon. Christopher S. Sontchi is the case judge. The Debtor tapped Blank Rome LLP and Cooley LLP as its legal counsel, and FTI Consulting Inc. as its financial advisor. Stretto is the claims agent. * * * The company changed its name to Cyber Litigation after it sold substantially all of its assets to Codium Software LLC in December 2020. OFS INTERNATIONAL: Creditors Won't Support Chapter 11 Disclosure ---------------------------------------------------------------- Nathan Hale of Law360 reports that OFS International's official committee of unsecured creditors has told a Texas bankruptcy judge it won't support the oilfield services outfit's reorganization plan without more information about proposed contributions from the debtor's largest equity holder to let him retain his stake in the company. In an objection filed late Thursday, October 21, 2021, to OFS' motion for conditional approval of its Chapter 11 disclosure statement and solicitation of approval of its reorganization plan, the committee said that it does not object to Konstantin Semerikov retaining ownership of a reorganized OFSI Holding LLC and its subsidiaries. About OFS International OFS International providers of oil and gas production/processing equipment and services, with their headquarters in Houston, Texas and operations in the Permian, Barnett and Marcellus regions. It provides field services, inspections, couplings, threading and accessories to the oil and gas industry. OFS International and affiliates, OFSI Holding LLC and Threading and Precision Manufacturing LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-31784) on May 31, 2021. In the petition signed by chief financial officer Alexey Ratnikov, OFS estimated assets of between $10 million and $50 million and estimated liabilities of between $50 million and $100 million. The cases are handled by Honorable Judge David R. Jones. The Debtors' attorneys are Joshua W. Wolfshohl, Aaron J. Power, and Megan Young-John of PORTER HEDGES LLP. BMC GROUP, Inc., is the Debtors' claims agent. OMNIQ CORP: Gets $7.8M Purchase Order From U.S. Food Distributor ---------------------------------------------------------------- OMNIQ Corp has received approximately a $7.8 million purchase agreement from one of the largest food distributors in the U.S. and North America for the supply of mobile computerized IoT equipment designed to collect, identify, track and trace assets as well as share and connect as part of the supply chain system of the customer. Since February 2021, omniQ has now received over $13 million in orders from the same leading food distributor. The new project will roll out across distribution centers in the US and Canada, starting in December and continuing into the first half of 2022 OMINQ's multi-billion-dollar loyal customer continues to invest in automation and efficiencies implementing newest technologies in the supply chain operations as food distribution requires the highest standards of freshness, accuracy and care. The distinctive customer supplies food and related products to more than 100,000 customers including Healthcare entities, educational facilities, restaurants, hotels, convenience stores, cruise ships, amusement parks, stadiums, recreation centers and more. Shai Lustgarten, president and chief executive officer at Quest, commented, "This $7.8 million new order follows a $6.1 million contract we received in Q1 2021 from the same customer. Repeat business is a strong vote of confidence in OmniQ's total IoT solutions, demonstrates the strength of our customer base and the advantages of our business model. The greater scope of this new project is also a terrific example of how we grow "deeper and wider" with our customers. Pursuant to this contract, we took complete responsibility over every aspect of the project: depot management, support, even the warranty, together with new device analytics management software." Mr. Lustgarten added, "Our portfolio of mobility products, ranging from voice-picking headsets to barcode scanners, enables smarter decision-making through effective data collection and analysis. We look forward to continuing our relationship with top tier customers like this one and many others, as we strengthen our offering with advanced AI-based technologies and machine-vision solutions." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp. reported a net loss attributable to common stockholders of $11.31 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $5.31 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $35.86 million in total assets, $44.50 million in total liabilities, and a total stockholders' deficit of $8.64 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. OZOP ENERGY: Awarded Contract from EV-Powered Aircraft Company -------------------------------------------------------------- Ozop Energy Solutions.'s wholly owned subsidiary, Power Conversion Technologies, Inc., has received an order from an electric commercial aircraft company for a solid-state 100KW power supply and a large 100KW load bank. PCTI spent many hours working with the company to ensure all specifications of the products would fit their application. This unit is one of three to be delivered over the next year. "I am so proud of the PCTI organization as we are expanding our portfolio and reaching into a new market space. On the customer front our team worked for numerous hours designing and engineering the solution with the customer, to accommodate this new application for the aerospace industry," said Bill Yargeau president PCTI. The EV-powered aviation company is developing a zero-emission aircraft for the commercial industry. Their current project is around a single-aisle electric aircraft designed to travel short distances. They are currently testing their latest model and are looking to have an EV-powered aircraft supporting commercial airline travel around 2030. "EV-powered aircraft will be a huge contributor to improving the environment and reducing climate change by the next decade, and it will happen thanks to technology from PCTI," said Brian Conway, CEO of Ozop Energy Solutions. "PCTI provides critical components to help deliver green solutions to the aerospace sector." About Ozop Energy Solutions Ozop Energy Solutions (http://ozopenergy.com)invents, designs, develops, manufactures, and distributes ultra-high-power chargers, inverters, and power supplies for a wide variety of applications in the defense, heavy industrial, aircraft ground support, maritime and other sectors. The Company's strategy focuses on capturing a significant share of the rapidly growing renewable energy market as a provider of assets and infrastructure needed to store energy. OZOP Energy reported a net loss of $20.48 million for the year ended Dec. 31, 2020, compared to a net loss of $571,595 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $9.42 million in total assets, $54.07 million in total liabilities, and a total stockholders' deficit of $44.65 million. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that as of Dec. 31, 2020, the Company had an accumulated deficit of $21,793,375 and a working capital deficit of $4,604,189. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. OZOP ENERGY: Completes Pearl Harbor 1 MW Power Supply Modification ------------------------------------------------------------------ Ozop Energy Solutions.'s wholly owned subsidiary, Power Conversion Technologies, Inc. (PCTI), has completed the modifications and commissioning of the 1 MW power supply that will be used in a classified nuclear propulsion application of the U.S. Navy. PCTI finalized the Pearl Harbors modifications over the past couple weeks. PCTI and the Pearl Harbor team have been putting the power supply through its trials at the United States Naval base. At the end of this period PCTI received the "thumbs up" from the Pearl Harbor team as the power supply completed the testing requirements. As the testing is now done, the Company looks forward to the power supply to go into service in January of 2022. "I just would like to express how proud I am of the PCTI team from the modifications through the commissioning," said Bill Yargeau, President of PCTI. "We are grateful that the US Navy has placed such a high level of trust in PCTI to develop and now modify the power supply to support their multi-billion-dollar equipment." About Ozop Energy Solutions Ozop Energy Solutions (http://ozopenergy.com)invents, designs, develops, manufactures, and distributes ultra-high-power chargers, inverters, and power supplies for a wide variety of applications in the defense, heavy industrial, aircraft ground support, maritime and other sectors. The Company's strategy focuses on capturing a significant share of the rapidly growing renewable energy market as a provider of assets and infrastructure needed to store energy. OZOP Energy reported a net loss of $20.48 million for the year ended Dec. 31, 2020, compared to a net loss of $571,595 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $9.42 million in total assets, $54.07 million in total liabilities, and a total stockholders' deficit of $44.65 million. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that as of Dec. 31, 2020, the Company had an accumulated deficit of $21,793,375 and a working capital deficit of $4,604,189. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. OZOP ENERGY: Unveils New Products for Commercial Aerospace Sector ----------------------------------------------------------------- Ozop Energy Solutions announced that its wholly owned subsidiary, Power Conversion Technologies, Inc., will parlay its 30 years of experience producing ground power units (GPUs) for the military aerospace market and expand into the business and civil aerospace sectors. PCTI has successfully engineered solutions for military customers since 1991 and will now bring its experience to the commercial aerospace industry. "PCTI has been a leading GPU provider for decades in one critical sector, and it's time for us to expand into new markets for business and civil aviation," said Bill Yargeau, president of PCTI. "There has been notable growth in these markets due to a rebounding tourism industry and growing consumer spending power in Asia. A travel rebound means more flights with faster turnaround times, which translates to a higher need for GPUs to keep airports running." According to SR Analysis, the GPU market is showing a global compound annual growth rate of 3.4%, going from $625.2 million in 2019 to an anticipated $952.6 million in 2027. This market value is divided between fixed and mobile applications, both of which PCTI already make as customized products today. "PCTI's GPUs will also address two of the civil and business aerospace market's key challenges: an inadequate charging infrastructure and a lack of trained staff," said Yargeau. "Most GPUs are complex and expensive to maintain throughout their lifecycle. Maintenance and repair add additional costs, which causes airlines to purchase fewer new units or buy refurbished units, which causes more expenses and can lead to equipment and infrastructure damage. PCTI counters these challenges by providing a more robust product along with pre and post services with customer purchases." PCTI has reviewed their military surplus and history of products, providing a standardized portfolio in support of the commercial aerospace market. They have developed a comprehensive program to roll out their initial products into this market. The sales team has already started educating and training the agents/distributors on the product and the benefits they bring to the market. This will be completed over the next couple of weeks. PCTI will continuously review this market space and add new products where appropriate. About Ozop Energy Solutions Ozop Energy Solutions (http://ozopenergy.com)invents, designs, develops, manufactures, and distributes ultra-high-power chargers, inverters, and power supplies for a wide variety of applications in the defense, heavy industrial, aircraft ground support, maritime and other sectors. The Company's strategy focuses on capturing a significant share of the rapidly growing renewable energy market as a provider of assets and infrastructure needed to store energy. OZOP Energy reported a net loss of $20.48 million for the year ended Dec. 31, 2020, compared to a net loss of $571,595 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $9.42 million in total assets, $54.07 million in total liabilities, and a total stockholders' deficit of $44.65 million. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that as of Dec. 31, 2020, the Company had an accumulated deficit of $21,793,375 and a working capital deficit of $4,604,189. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. PACIFIC THOMAS: Denial of COO's Bid for Disqualification Affirmed ----------------------------------------------------------------- The United States District Court for the Northern District of California affirmed the bankruptcy court's orders denying Randall Whitney's motion for disqualification and motion in limine. On April 11, 2013, Kyle Everett, as trustee for the bankruptcy estate of Pacific Thomas Corporation, commenced an adversary proceeding against Whitney, the Chief Operating Officer of the Debtor, as well as against PTV and Jill Worsley, the Chief Operating Officer of PTV. In the complaint, the Trustee sought the following relief: (1) a declaration that certain lease agreements between the Debtor and PTV were "null and void" and that a "Management Agreement" between the Debtor and PTV was "effective;" (2) an accounting as to "the income generated by" and "the expenses incurred in connection with" the Debtor's self-storage business; (3) an order requiring the defendants to "turn over" any property of the Debtor in their possession; and (4) an injunction prohibiting defendants from interfering with the Trustee's "accessing" and "taking possession of" the Debtor's business location ("the Premises"), from interfering with "any of the tenants or lessees of the Premises," and from "withholding any assets, rents, books, and records relating to Premises." In April 2014, the bankruptcy court conducted a trial on the Trustee's claims against PTV, and subsequently issued a decision and entered judgment thereon. Specifically, the bankruptcy court found the Trustee was entitled to (1) a declaratory judgment that the leases between the Debtor and PTV were "signed but never effectuated" and that the Debtor and PTV "operated under the Management Agreement," (2) a monetary judgment against PTV in the amount of $566,685, and (3) a permanent injunction requiring all defendants, including Whitney, to, inter alia, turn over to the Trustee any rents they later obtained, provide access to the Premises and the Debtor's records, and not interfere with the Trustee's management of the Premises. On March 27, 2018, the U.S. Circuit Court for the Ninth Circuit vacated the judgment to the extent it was challenged on appeal, and remanded the matter for further proceedings on the issues of the validity of the leases between the Debtor and PTV and the amount of the turnover award entered against PTV. Thereafter, the bankruptcy court conducted a bifurcated trial. In the first phase, the bankruptcy court considered whether the lease agreements between the Debtor and PTV were valid, and found "PTV and [the Debtor] mutually rescinded" the leases, i.e., the leases did not govern the relationship between PTV and the Debtor. In the second phase, the bankruptcy court considered the amount PTV owed to the Trustee, and found the Trustee established his entitlement to a monetary award in the amount of $224,608, which amount PTV was entitled to "offset" by "its allowed management fee of $109,225." A judgment consistent with those findings was entered May 28, 2019. Whitney, proceeding pro se, challenges two decisions made by the bankruptcy court during the course of the retrial, at which time he likewise proceeded pro se. First, Whitney argues the bankruptcy court erred in denying a motion for disqualification and, second, Whitney argues the bankruptcy court erred in finding Whitney lacked standing to bring a motion in limine to challenge the admissibility of evidence the Trustee had indicated he would offer in the second phase of the bifurcated trial. The Court considers Whitney's arguments in turn. The District Court found that Whitney offered no evidence to even suggest the bankruptcy judge engaged in any type of ex parte communication with the Trustee or his counsel. The District Court thus understood Whitney to have relied on the theoretical possibility that such communication could have occurred. In the absence of something more than speculation, however, the District Court found that there was no abuse of discretion in the bankruptcy court's determination that its attendance at the conference did not warrant disqualification. Whitney points to nothing said or done by the bankruptcy court, either while on the bench or in a written order, that can be characterized as evidencing deep-seated favoritism or unequivocal antagonism. The orders Whitney characterizes as evidence of "bias or prejudice" merely set forth determinations of fact and/or law with which Whitney disagrees, and "the recusal statute was never intended to enable a discontented litigant to oust a judge because of adverse rulings," the District Court pointed out. As to the motion in limine, the sole issue before the bankruptcy court in the second phase was the amount, if any, PTV owed the Trustee. Consequently, Whitney lacked standing to challenge the admissibility of evidence the Trustee sought to introduce to support the Trustee's claim against PTV, the District Court said. The only party with standing to object to such evidence was PTV, and, indeed, PTV, through its counsel, did make a motion in limine similar to that made by Whitney, which motion the bankruptcy court addressed on its merits. A full-text copy of the Decision dated Oct. 13, 2021, is available at https://tinyurl.com/etkzbuet from Leagle.com. The appeals case is KYLE EVERETT, Chapter 11 Trustee, Plaintiff, v. RANDALL WHITNEY, et al., Defendants, Case No. 19-cv-03385-MMC (N.D. Calif.). About Pacific Thomas Corporation Based in Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. Pacific Thomas Corporation is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii-based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne-Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, its COO and secretary. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. Kyle Everett has been named as Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposed to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PCDM PROPERTIES: Dec. 7 Plan & Disclosure Hearing Set ----------------------------------------------------- On Oct. 18, 2021, debtor PCDM Properties, LLC, filed with the U.S. Bankruptcy Court for the Western District of Louisiana a disclosure statement with respect to a plan. On Oct. 21, 2021, Judge John W. Kolwe conditionally approved the disclosure statement and ordered that: * Nov. 30, 2021 is fixed as the last day for filing written acceptances or rejections of the plan. * Dec. 7, 2021 at 2:30 pm at 800 Lafayette Street, 3rd Floor, Courtroom Five, Lafayette, Louisiana is fixed for the hearing on final approval of the disclosure (if a written objection has been timely filed) and for the hearing on confirmation of the plan. * Nov. 30, 2021 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. A copy of the order dated October 21, 2021, is available at https://bit.ly/3pyQ43N from PacerMonitor.com at no charge. Attorney for PCDM Properties: DAVID PATRICK KEATING THE KEATING FIRM, APLC P.O. Box 3426 Lafayette, LA 70502 Phone: (337) 233-0300 Email: rick@dmsfirm.com About PCDM Properties PCDM Properties, LLC, file its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21 50212) on April 13, 2021. At the time of filing, the Debtor disclosed $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. The Keating Firm, APLC, serves as the Debtor's legal counsel. PHOENIX OF ALBANY: Albany County Says Plan Disclosures Inadequate ----------------------------------------------------------------- Albany County submitted an objection to The Phoenix of Albany, LLC's Disclosure Statement dated September 8, 2021, alleges as follows: The Albany County points out that the Debtor's Disclosure Statement makes the conclusory statement that its business plan has "two principal phases". The first phase states the Debtor is to stabilize and restore the Property. The Debtor contends that it has all but secured investors to fund the necessary expenses for the stabilization and renovation of the Debtor's real estate. The Debtor's Disclosure Statement is fundamentally flawed because it fails to identify its investors and fails to offer any information that a hypothetical "investor" would desire as required by Sec. 1125. The Albany County further points out that the second phase of the Debtor's business plan is the leasing of the renovated space to "one or more restaurant operators, to relocate Mr. Blum's other business operations to the Property, for which low-cost raw space is needed; and ultimately to create a major arts venue, where up to 700 under-represented artists and craftspeople can inexpensively exhibit their work the Debtor's prospective investors have additional plans for the protection of the property". The second phase of Debtor's business plan is similarly flawed with conclusory statements that fail to identify the prospective tenants, the terms of the proposed leases, and the other business operations of Mr. Blum. Albany County asserts that it should be further noted that Debtor discloses that the City of Albany has a claim of $78,800 for various building code violations. While the Debtor disputes this claim, a Decision and Order was entered April 2, 2021, which found numerous structural and hazardous conditions at the Debtor's property. The Debtor's Disclosure Statement fails to disclose these conditions or its plan to remediate the structural defects of the Property. Attorneys for the County of Albany: Peter A. Pastore, Esq. O'CONNELL AND ARONOWITZ, P.C. 54 State Street, 9th Floor Albany NY 12207 Tel: (518) 462-5601 E-mail: papastore@oalaw.com About Phoenix of Albany The Phoenix of Albany, LLC, is a limited liability company organized under the laws of the State of New York. Its sole member is Evan Blum. It owns real property and improvements at 143 Montgomery Street and adjacent lots in Albany, New York, commonly known as the "Central Warehouse". Phoenix owns no other assets and is not currently conducting any business. Phoenix of Albany filed a voluntary Chapter 11 petition (Bankr. N.D.N.Y. Case No. 21-10584) on June 10, 2021. The Hon. Robert E Littlefield Jr. is the case judge. NOLAN HELLER KAUFFMAN LLP is the Debtor's counsel. PINNEY INC: Future Income & Vehicle Sales to Fund Plan ------------------------------------------------------ Pinney, Inc., filed with the U.S. Bankruptcy Court for the Western District of Washington a Small Business Plan of Reorganization dated October 19, 2021. Pinney Inc DBA Full Throttle Auto Sales and Full Throttle Auto Service is a Washington for-profit corporation. The Debtor rents out a space with Prime Storage and Maxi-Space. Debtor is owned by 50% by Steven C. Pinney and 50% by Parichat T. Pinney who are a marital community. The Debtor and creditor Automotive Finance Corporation ("AFC") the secured lender has come to the mutual agreement with the debtor to allow for the sale of assets pursuant to 11 U.S.C. §363(f) post confirmation. Other secured lenders have not consented, but are unsecured and would receive nothing in Chapter 7 liquidation. Therefore, the debtor intends to file a motion with the Court to sell its assets free and clear of liens pursuant to 363(f). AFC has a first position UCC-1 against all of the debtor's assets and the debtor has a right to sell the assets free and clear of liens. The Debtor has found a purchaser, Ryan Gunther, to purchase the assets of the Debtor and lease back the assets for the Debtor's general use. The purchase price offered by Mr. Gunther for all the assets of the Debtor is $10,000, which, the Debtor asserts is the approximate liquidation value of all of the assets of the Debtor's estate. At the end of the lease the Lessee shall be entitled possession of the equipment on the first day of the lease term. At the expiration of the Lease terms, Lessee shall have the right to purchase the equipment for its then fair market value. AFC believes the liquidation value of the Debtor's estate assets to be worth $17,500. The Debtor has come to an agreement that AFC will receive at least $17,500 for the assets of the Debtor's bankruptcy estate. AFC is to be given $12,500.00 within 3 business days of the order confirming the plan and the remaining $5,000 shall be paid to the within 45 days of entry of the order confirming the plan. The third Party purchaser, Ryan Gunther, is independent from the Debtor and is going to purchase the equipment assets listed on debtor's schedules A/B line 41. The purchase price for these assets will be $10,000. Pinney Inc's financial projections shows that the Debtor will have projected disposable income for the proposed 60 months of plan payments of $650.00 a month. This Plan of Reorganization proposes to pay creditors of Pinney Inc Auto from future income, sales of vehicles and operating the business. The Plan will treat claims as follows: * Class 1 consists of the Unsecured Claim of Automotive Finance Corporation ("AFC"), Claim No. 6. AFC filed 4/01/2021 in the total amount of $123,335.66. At the time of this claim filed, this was a partially secured claim. The claim is secured by the assets of Pinney Inc which the debtor valued by the Debtor at $10,500. The Debtor liquidated the one vehicle listed in the Debtor's schedule post-bankruptcy filing in the ordinary course of business. AFC and the Debtor have a dispute regarding the valuation to the assets and AFC security interest rights. AFC and the Debtor have negotiated, compromised and settled all disputes to regarding the value of the assets and AFC's secured interest by way of an agreed payment from the debtor in the amount of $17,500. The claim will be paid pro rata. * Class 2 consists of the Unsecured Claim of Nextgear ("NG"), Claim No.7. Nextgear filed on 04/05/2021 in the total amount of $80,100.98. At the time of the filing of this claim, it was fully secured as described in its claim. However, since Debtor anticipates that there will be no assets to attach to, this claim will be treated as unsecured. This claim will be paid pro rata. * Class 3 Unsecured Claim of Floor Xpress Claim No.9. Floor Xpress filed on 04/08/2021 in the total amount of $21,016.22 At the time of the filing of this claim, it was fully secured as described in its claim. However, since Debtor anticipates that there will be no assets to attach to, this claim will be treated as unsecured. This claim will be paid pro rata. * Class 4 consists of Creditors with allowed, unsecured, non-priority claims of more than $2,000. All creditors with allowed, unsecured, non-priority claims of equal or more than $2,000 allowed under 11 U.S.C. § 502 who do not choose treatment under Class 4. To date, $9,212.37 is the total amount of claims for this class. This claim will be paid pro rata. * Class 5 consists of Creditors with allowed, unsecured, non-priority claims of $2,000 or less. All creditors with allowed, unsecured, non-priority claims of less than $2,000 allowed under 11 U.S.C. § 502, including any creditor holding a claim of more than $2,000 that elects treatment under Class 5. This claim will be paid pro rata. The major source of the Debtor's income is from selling vehicles. The plan is predicated upon income as set forth in the projections. Debtor believes the projections are reasonable. Additionally, it is anticipated that the Debtor will sell any number of the vehicles over the course of the next one to five years and will take the proceeds and use that to significantly pay down the debts. The Debtor also receives income from fixing and servicing vehicles. The Debtor terminated its one w2 employee, who was a service technician. Debtor is in the process of hiring a new technician and that technician will be a w2 employee. and the rest of the employees are 1099. A full-text copy of the Plan of Reorganization dated October 19, 2021, is available at https://bit.ly/3py16X1 from PacerMonitor.com at no charge. Debtor's Counsel: David C. Smith, Esq. Law Offices of David C. Smith, PLLC Tacoma, WA 98402 Tel: (253)272-4777 Fax: (253)461-8888 Email: david@davidsmithlaw.com About Pinney Inc. Pinney Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-40300) on Feb. 22, 2021, disclosing total assets of up to $50,000 and total liabilities of up to $500,000. The Law Offices Of David Smith, PLLC, represents the Debtor as legal counsel. PLUS THERAPEUTICS: Incurs $3.7 Million Net Loss in Third Quarter ---------------------------------------------------------------- Plus Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.72 million on zero development revenues for the three months ended Sept. 30, 2021, compared to a net loss of $1.73 million on zero development revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $9.24 million on zero development revenues compared to a net loss of $4.65 million on $303,000 of development revenues for the same period a year ago. As of Sept. 30, 2021, the Company had $24.75 million in total assets, $9.99 million in total liabilities, and $14.76 million in total stockholders' equity. The Company had an accumulated deficit of $442.8 million as of Sept. 30, 2021. Additionally, the Company used net cash of $7.7 million to fund its operating activities for the nine months ended Sept. 30, 2021. The Company said these factors raise substantial doubt about its ability to continue as a going concern. "The Company continues to seek additional capital through strategic transactions and from other financing alternatives. Without additional capital, the Company's current working capital will not provide adequate funding to make debt repayments or support its research and product development activities at their current levels. If sufficient capital is not raised, the Company will at a minimum need to significantly reduce or curtail its research and development and other operations, and this would negatively affect its ability to achieve corporate growth goals," Plus Therapeutics stated. Management Commentary "In the third quarter, we made meaningful progress executing our strategy to develop novel radiotherapeutics for rare and central nervous system cancers," said Marc H. Hedrick M.D., president and chief executive officer of Plus Therapeutics. "We increased the ReSPECT-GBM trial dose by 40%, were accepted to present an update of the ReSPECT-GBM trial data at the 2021 Society for Neuro-Oncology Annual Meeting in November, received clearance from the U.S. Food and Drug Administration for our Investigational New Drug application for leptomeningeal metastases, entered into an additional agreement for the production of our radiopharmaceutical products, and strengthened our leadership team with the appointment of a highly experienced Chief Medical Officer with decades of radiopharmaceutical development experience." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1095981/000156459021051432/pstv-10q_20210930.htm About Plus Therapeutics Headquartered in Austin, Texas, Plus Therapeutics, Inc. -- http://www.plustherapeutics.com-- is a clinical-stage pharmaceutical company focused on the discovery, development, and manufacturing scale up of complex and innovative treatments for patients battling cancer and other life-threatening diseases. Plus Therapeutics reported a net loss of $8.24 million for the year ended Dec. 31, 2020, compared to a net loss of $10.89 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $20.83 million in total assets, $8.89 million in total liabilities, and $11.94 million in total stockholders' equity. BDO USA, LLP, in San Diego, Calif., the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 22, 2021, citing that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. PURDUE PHARMA: Connecticut Vows to Fight for Justice ---------------------------------------------------- Paul Schott, writing for Stamford Advocate, reports that Connecticut is not backing down in its opposition to a judge's approval last September 2021 of OxyContin maker Purdue Pharma's settlement plan, while the Stamford-based company is still at least about two months from emerging from bankruptcy. The state now has an appeal before Judge Colleen McMahon in the U.S. District Court for the Southern District of New York. The appeal reflects its objection to Judge Robert Drain's Sept. 1, 2021 confirmation in bankruptcy court of Purdue's settlement framework, which would resolve several thousand lawsuits alleging the firm fueled the opioid crisis with deceptive OxyContin marketing and ultimately dissolve the company. "We cannot allow our bankruptcy laws to be abused and misused as a loophole for the rich and powerful to avoid justice and accountability," Connecticut Attorney General William Tong said in a statement in response to an inquiry from Hearst Connecticut Media about the status of the appeal. "When I speak to the parents who have lost their children, the people who will spend the rest of their lifetimes in recovery fighting addiction, they do not tell me to settle. They tell me to continue fighting for justice, and that's what I have promised to do." While its appeal is being heard, Connecticut is seeking to halt the implementation of Purdue’s settlement plan. A hearing for its motion to stay Drain's confirmation order is scheduled for Nov. 9, 2021 in bankruptcy court. Last third week of October 2021, McMahon rejected a similar request from the U.S. Trustee, which has represented the U.S. Department of Justice in Purdue's bankruptcy proceedings. She conditioned her decision on Purdue agreeing that it would not attempt to argue that appeals of Drain’s confirmation order were "equitably moot," or essentially too late to stop the implementation of the settlement plan. "Every day of delay caused by the appeals is a day that billions of dollars sit idly in bank accounts not being disbursed to the communities and victims who desperately need these funds to address and abate the opioid crisis," Purdue said in a statement. Purdue values its settlement plan at more than $10 billion. The plan’s implementation would see the company dissolved and its assets transferred into a new public-benefit company, Knoa Pharma, focused on using its resources to abate the national opioid crisis. No assets have been transferred yet. Meanwhile, "less than $7 million out of several billion dollars is being distributed to the Creditor Trusts, the Master Disbursement Trust and TopCo (a holding company for Knoa Pharma) for purely administrative advance set-up work so that distributions can be made as soon as possible after the effective date," Purdue added in the statement. The earliest that Purdue could emerge from bankruptcy would be mid-December 2021, "depending on court proceedings and decisions," according to the company. Purdue filed for Chapter 11 protection in September 2019. Concerted opposition Tong's opposition to the settlement plan focuses largely on a requirement for the Sackler family members who own Purdue to be released from the pending lawsuits, as well as potential opioid-related claims. The plan also provides releases for many other parties, including Sackler family members not directly involved in the company. The liability shields are a condition of the Sacklers' agreement to contribute about $4.3 billion in cash to the settlement. The Sacklers, whose family net worth was estimated last year by Forbes to total nearly $11 billion, did not personally file for bankruptcy. McMahon, the U.S. District Court judge, has indicated that she plans to focus on the legal protections for the Sacklers in assessing appeals of Drain's approval of the settlement framework. "That's the big dog here," McMahon said in an Oct. 12, 2021 hearing. "That presents a pure question of law." While Tong has lambasted the releases, their scope would not be unlimited. They would not prohibit potential criminal prosecution. Last November 2020, Purdue as a company pleaded guilty to three criminal charges of conspiring to defraud the government and violate anti-kickback law. No individuals, however, were charged in connection with that plea. Coinciding with Purdue's settlement last year with the Department of Justice, the Sacklers involved with Purdue agreed to a separate $225 million settlement with DOJ to resolve allegations of marketing and financial misconduct. The Sacklers did not admit any wrongdoing as part of that agreement, and they have also denied the allegations of malfeasance leveled against them in Connecticut's lawsuit and many other complaints filed against Purdue. In addition to Connecticut, several other parties have also appealed Drain's approval of the settlement plan. Other opponents include the U.S. Trustee, Maryland, Washington state and the District of Columbia. "While the appeals might create a more just settlement, it would be a settlement that would be farther off," said Robert Bird, a professor of business law at the University of Connecticut. "It would take more time. That's a concern that the beneficiaries (of the settlement plan) and courts might have, formally or informally, as the appeals wind their way through the courts." Dissatisfaction with the outcome of Purdue's bankruptcy has also prompted efforts to reform bankruptcy law. Sen. Richard Blumenthal, D-Connecticut, is advancing legislation in Congress that seeks to prohibit the types of legal protections that the settlement plan provides to the Sacklers. Blumenthal, who sued Purdue when he served as state attorney general, said that "I strongly support Attorney General Tong's appeal of the Purdue settlement plan which fails to provide adequate compensation for victims of Purdue Pharma and fails to hold the Sackler family accountable for their egregious, unconscionable actions and their disregard for hundreds of thousands of families who lost loved ones to opioid addiction." Separate from the Purdue case, Connecticut is set to receive in the coming years an approximately $300 million share of a $26 billion national settlement with the country's three largest pharmaceutical distributors and drugmaker Johnson & Johnson. Those funds will help support programs to combat an unrelenting epidemic that last 2020 resulted in 1,273 people in Connecticut dying from opioid-related overdoses, up 13 percent from 2019. "The distributors' settlement will bring around $300 million to Connecticut over the next 18 years to fight the opioid epidemic and billions of dollars to communities nationwide," Tong said. "No amount of money will ever bring back those lost to this tragedy, but these funds can be deployed right away to begin to turn the tide on this epidemic." About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. PURDUE PHARMA: District Court Denies UST Bid to Stay Plan Order --------------------------------------------------------------- The United States District Court for the Southern District of York denied without prejudice the U.S. Trustee's motion for an emergency stay pending his appeals from two orders of the United States Bankruptcy Court for the Southern District of New York: the Advance Order and the Bankruptcy Court's September 1 oral ruling confirming the the bankruptcy exit plan. On September 1, 2021, the Bankruptcy Court rendered an oral ruling, stating it would confirm the proposed plan for Purdue provided certain changes were made to it. Purdue filed the final version of its plan the next day. While narrowing certain language, the Plan still contained broad Non-Debtor Releases in Section 10.7(b), as well as broad definitions of "Releasing Parties," and "Shareholder Released Parties" all of which remains the subject of significant objections by the U.S. Trustee and certain claimants (and which are now the subject of these appeals before the District Court). On September 15, 2021, Judge Robert Drain entered an Order (I) Authorizing the Debtors to Fund Establishment of the Creditor Trusts, the Master Disbursement Trust and Topco, (II) Directing Prime Clerk LLC to Release Certain Protected Information and (III) Granting Related Relief (the "Advance Order"). The Advance Order authorizes Purdue to take certain preliminary steps before the Effective Date, so that aspects of the Plan can be implemented on the Effective Date. Purdue has represented to the Bankruptcy Court and to the District Court that approximately $6.9 million in funds will be spent pursuant to the Advance Order for things such as setting up (but not funding) the eight trusts for which the Plan makes provision, building technology to analyze and process claims, providing accounting and legal services, and compensating the TopCo managers and the trustees of the various Plan trusts. The Advanced Order also authorizes disclosure of PI Data -- including names and social security numbers -- to the Proposed PI Trustee and others. The Advance Order was effective "upon its entry." Counsel for the Debtors advised the District Court at the October 12 hearing that much of this $6.9 million had already been expended prior to the entry of the TRO. On September 17, 2021, Judge Drain confirmed the Debtors' Twelfth Amended Joint Chapter 11 Plan of Reorganization. The Debtors conceded at oral argument on October 12 the existence of sufficiently serious questions going to the merits to make them a fair ground for litigation and focused their attack on the balance of hardship and the purported failure of the U.S. Trustee to show irreparable injury at a time when the Effective Date of the Plan was almost two months in the future at the earliest. The District Court held that "the balance of hardship question is thorny" but accepted the representations of Debtors and their allies that it is imperative to do whatever can be done now so that, if confirmation of the Plan is upheld on appeal, the Estate can begin dealing with claims and desperately needed remediation measures promptly. The Appellants for their part raise important questions under the Constitution, the Bankruptcy Code and Second Circuit law and the importance of having those issues considered and decided on appeal cannot be understated. For appellants and their allies to lose that right would indeed be irreparable -- not to mention inequitable. Thus, the District Court concluded that the Movants have tipped the balance of hardship decidedly in their favor. However, after hearing argument, and "coming to understand both what is being done pursuant to the Advance Order and when the earliest possible Effective Date falls," the District Court agreed with the Debtors that the Movant's speculation about the possibility of an equitable mootness ruling from the Second Circuit5 does not (yet) rise to the level of irreparable injury. "Unless someone is lying to me, the only steps being taken pursuant to the Advance Order are preliminary and administrative or ministerial. No step is proposed that would commence consummation of the Plan itself, much less result in a transfer or all or substantially all of the property proposed to be transferred, assumption by anyone of anything, or (most important) the commencement of distributions under the Plan. The expenditures contemplated by the Advance Order -- amounting to at most $6.9 million -- are represented to be one one thousandth of one percent of the Bankruptcy Estate's assets, which is no way could qualify (equitably or otherwise) as substantial consummation," the District Court held. A full-text copy of the Memorandum and Order dated Oct. 13, 2021, is available at https://tinyurl.com/4mw4wsp9 from Leagle.com. The appeals cases are WILLIAM K. HARRINGTON, UNITED STATES TRUSTEE, Appellant, v. PURDUE PHARMA L.P., et al., Appellees, Nos. 21 cv 7969 (CM), 21 cv 7966 (CM)(S.D.N.Y.). About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. REAGOR-DYKES MOTORS: Suit v. LGT Remanded to State Court -------------------------------------------------------- The United States Bankruptcy Court for the Northern District of Texas, Lubbock Division, remanded to the state court the case captioned DENNIS FAULKNER, Trustee of the Creditors Trust, Plaintiff, v. LANE GORMAN TRUBITT, LLC, LEE ANN COLLINS, COLLIN KANELAKOS, and PATRICK REILLY, Defendants, Adversary No. 21-05002 (Bankr. N.D. Tex.). Dennis Faulkner, Trustee of the Creditors Trust, sued Lane Gorman Trubitt, LLC, Lee Ann Collins, Collin Kanelakos, and Patrick Reilly in the 298th District Court of Dallas County, Texas. The LGT Defendants, on January 19, 2021, filed their Notice of Removal removing the suit from the state court to the United States Bankruptcy Court for the Northern District of Texas, Lubbock Division. The Trustee then filed his motion asking the Court to remand this action back to the Dallas state court, arguing that the adversary proceeding concerns only state law claims for breach of contract, negligence, and gross negligence and thus should, and indeed must, be remanded back to state court. The Bankruptcy Court lacks jurisdiction, the Trustee argues; and even if the Bankruptcy Court does have jurisdiction, it must or should abstain from the suit. The LGT Defendants contend that the suit is sufficiently related to the Reagor-Dykes bankruptcy cases to warrant the removal and the Bankruptcy Court's retention of the adversary proceeding. The Reagor-Dykes plan was confirmed in July 2020, and the Trustee filed suit against the LGT Defendants in December 2020 in state court. Bankruptcy subject matter jurisdiction is created and granted to federal district courts by 28 U.S.C. Section 1334. According to the Bankruptcy Court, the statute does not expressly limit bankruptcy jurisdiction after confirmation of a bankruptcy plan. However, in Bank of La. v. Craig's Stores of Tex., Inc. (In re Craig's Stores of Tex., Inc.), 266 F.3d 388, 390-91 (5th Cir. 2001), the Fifth Circuit adopted a more exacting theory for post-confirmation jurisdiction, recognizing that the broad "related-to" category of bankruptcy jurisdiction diminishes after confirmation of a bankruptcy plan. Simply put, this is because, after confirmation of a plan, the bankruptcy estate ceases to exist. The Fifth Circuit, in In re Craig's Stores, stated that after plan confirmation, "related-to" bankruptcy jurisdiction ceases to exist for matters other than those "pertaining to the implementation or execution of the plan." In Newby v. Enron Corp., the Fifth Circuit narrowly interpreted the Craig's Stores decision and identified three factors in the case that were critical to determining if bankruptcy jurisdiction existed post-confirmation. Lower courts in the Fifth Circuit have broadly construed the "pertains-to-the-implementation-or-execution-of-a-plan" jurisdictional test laid out in Craig's Stores and recognized that Craig's Stores was based on narrow and specific facts. In determining if post-confirmation bankruptcy jurisdiction exists over a civil proceeding, courts have examined the three factors identified by the Fifth Circuit in the subsequent In re Enron Corp. decision, which are whether: (1) the claims primarily arise from pre-confirmation or post-confirmation relations between the parties; (2) any claims or antagonisms were pending between the parties on the date of plan confirmation; and (3) any facts or law deriving from the bankruptcy are necessary to the claims. According to the Bankruptcy Court, the claims in this action relate to the activities of the LGT Defendants prior to confirmation, specifically with respect to activities that allegedly led to the actual bankruptcy itself. The first factor thus weighs in favor of jurisdiction. Because there was not litigation pending prior to plan confirmation, there is not a clear test to determine whether there were antagonisms pending before confirmation, the Bankruptcy Court said. Bankruptcy courts in Texas, though, have found that where the claims are based on pre-petition conduct and the cause of action appears to have accrued before the bankruptcy, the antagonism factor is satisfied. For the third factor, the Bankruptcy Court resolved all facts or law deriving from the bankruptcy by its ruling on the issues raised by the LGT Defendants' defensive claims of set-off and recoupment. The substantive causes of action all arose before the bankruptcy was filed and are solely governed by state law. Still, any net recoveries made by the Trustee on these claims affect distributions to creditors under the confirmed plan. The suit satisfies two factors of the three-factor test from In re Enron Corp. in favor of related-to jurisdiction, and the Court concluded it has related-to jurisdiction over this proceeding. In the event that mandatory abstention is not satisfied, the Trustee has also requested, in the alternative, for remand based on permissive abstention. Additionally, the Trustee seeks remand of this suit to state court based on equitable remand under 28 U.S.C. Section 1452(b). For this request, the Bankruptcy Court determined there are at least seven factors that weigh in favor of remand. This lawsuit should not have an effect or lack of effect on the efficient administration of the estate if the Court remands (there is no longer a bankruptcy estate to administer, and a liquidating plan has been confirmed). State law issues govern the action. There is a related proceeding that was commenced in state court, i.e., the suit that was originally filed by the Trustee in Dallas County, Texas. There is no federal jurisdiction over the suit other than bankruptcy jurisdiction under 28 U.S.C. Section 1334. There are no core matters that could be severed from the state law claims because there are no core matters in the suit. There is a right to a jury trial in this action, and, without consent of the Trustee, the jury trial would have to be heard by the District Court since there are no core issues. Last, comity weighs in favor of abstention and remand as the suit concerns only state law issues and deference is accorded to the state court to decide state law issues. According to the Bankruptcy Court, the one factor that weighs in favor of retaining the action is its relatedness to the main bankruptcy case. But this alone is not sufficient. A full-text copy of the Memorandum Opinion dated Oct. 13, 2021, is available at https://tinyurl.com/3utdj257 from Leagle.com. About Reagor-Dykes Motors Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a dealer of automobiles headquartered in Lubbock, Texas. The Company offers new and used vehicles, automobile parts, and other related accessories, as well as car financing, leasing, repair, and maintenance services. Some of its new vehicles include brands like Ford, Toyota, GMC, Cadillac, Chevrolet and Buick. Reagor-Dykes Motors, LP, based in Lubbock, TX, and its debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 18-50214) on Aug. 1, 2018. In its petition, the Debtors were estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Bart Reagor, managing member of Reagor Auto Mall I, LLC, general manager and Rick Dykes, managing member of Reagor Auto Mall I, LLC, general partner. The Hon. Robert L. Jones presides over the case. David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., serves as bankruptcy counsel. BlackBriar Advisors LLC is serving as CRO for the Debtor. RECON MEDICAL: Taps Edmond "Buddy" Miller as Special Counsel ------------------------------------------------------------ Recon Medical, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ the Law Office of Edmond "Buddy" Miller as its special counsel. The Debtor needs legal assistance in a litigation involving Composite Resources, Inc., which is pending in the U.S. District Court for the District of Nevada. The principal attorney anticipated to work on this matter is Edmond Miller, Jr. Esq., whose standard rate for this matter is $300 per hour. As disclosed in court filings, Edmond "Buddy" Miller is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Miller can be reached at: Edmond Miller, Esq. Law Office of Edmond "Buddy" Miller 6490 S. McCarran Blvd. Bldg. C, Suite 26 Reno, NV 89509 Tel: (775) 828-9898 Fax: (775) 828-9893 About Recon Medical Recon Medical, LLC -- https://reconmedical.com/ -- is a retailer of lightweight medical devices and supplies, including Gen 4 Tourniquet, Bleed KitsTM, WoundClotTM soluble hemostatic gauze, and various related supplies. Its business is mainly comprised of online sales through its website, and on its Amazon.com "storefront." Recon Medical was formed on Dec. 1, 2015, and is managed by Derek Parsons and John Rood. It is headquartered at 1872 Buenaventura Blvd., Unit 1, Redding, Calif. Recon Medical filed a petition for Chapter 11 protection (Bankr. D. Nev. Case No. 21-14382) on Sept. 3, 2021, listing as much as $500,000 in both assets and liabilities. Derek Parsons, chief executive officer, signed the petition. Judge Natalie M. Cox oversees the case. Larson and Zirzow, LLC is the Debtor's bankruptcy counsel. Denko & Bustamante, LLP, the Law Offices of Perry R. Clark, and the Law Office of Edmond "Buddy" Miller serve as special counsel. REMLIW INC: Nov. 17 Disclosure Statement Hearing Set ---------------------------------------------------- Judge Edward A. Godoy has entered an order within which Nov. 17, 2021 at 1:30 p.m., via Microsoft Teams is the hearing on approval of the Disclosure Statement of Remliw Inc. and Monte Idilio Inc. In addition, objections to the form and content of the Disclosure Statement should be in writing and filed with the court and served upon parties in interest 14 days prior to the hearing. A copy of the order dated Oct. 21, 2021, is available at https://bit.ly/3vFJtFY from PacerMonitor.com at no charge. About Remliw, Inc. Remliw Inc. is a privately held company, which owns a motel located at Carr 639 Km 2.1 Arecibo, Puerto Rico. Remliw Inc. filed a voluntary Chapter 11 petition (Bankr. D.P.R. Case No. 19-01179) on March 2, 2019. In the petition signed by Wilmer Tacoronte Negron, administrator, the Debtor disclosed $2,776,090 in total liabilities. Damaris Quinones Vargas, Esq., at LCDA Damaris Quinones, is the Debtor's counsel. REPLICEL LIFE: Files Notice of Arbitration Against Shiseido Company ------------------------------------------------------------------- RepliCel Life Sciences Inc. has retained Aceris Law LLC, a law firm specialized in international arbitration, to pursue the resolution of its disagreement with Shiseido Company Limited. The Company further announced that its legal counsel has now filed a Notice of Arbitration and provided a copy to Shiseido in accordance with the International Center for Dispute Resolution (ICDR) Rules, which are the arbitration rules that govern all disagreements between the parties. The dispute between Shiseido and RepliCel is related to a license for Asia, acquired by Shiseido, to RepliCel's cell therapy technology for androgenetic alopecia, which is the leading cause of male and female pattern hair loss. In accordance with the ICDR rules, once an arbitrator is selected and the parties have filed their claims and responses, the arbitrator will accept evidence and arguments in support of a ruling on whether or not either party materially breached the license agreement and what relief should be awarded as a result of the ruling including enforcement of the license agreement, return of the license, and/or payment of damages including the equivalent of all reasonably expected future milestone and royalty payments. Legal counsel for RepliCel issued several demand letters to Shiseido to comply with the terms of its license agreement which RepliCel alleges Shiseido has now breached which, if not cured, could result in the return of the license to RepliCel for re-licensing to other partners in Asia. About Replicel RepliCel is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic conditions affecting what the Company believes is approximately one in three people in industrialized nations, including aging/sun-damaged skin, pattern baldness, and chronic tendon degeneration. These conditions, often associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function. These cell therapy product candidates are based on RepliCel's innovative technology, utilizing cell populations isolated from a patient's healthy hair follicles. Vancouver, British Columbia-based BDO Canada LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated April 30, 2021, citing that the Company has accumulated losses of $38,158,327 since its inception and incurred a loss of $1,580,285 during the year ended Dec. 31, 2020. These events or conditions, along with other matters, indicate that a material uncertainty exists that may cast substantial doubt about its ability to continue as a going concern. RESOURCES LIMITED: Unsecureds Will Get 10% of Claims in 60 Months ----------------------------------------------------------------- Resources Limited, LLC, filed with the U.S. Bankruptcy Court for the Southern District of West Virginia an Amended Small Business Plan of Reorganization. Resources Limited has been operating in the Central West Virginia coal fields since 2003. David Huffman, the Debtor's President and organizer has worked in mining industry for 40 years. He holds certification as a mine operator with the West Virginia Department of Environmental Protection and the United States Department of Interior Office of Surface Mining and Reclamation (OSMR). Since filing its petition for relief on April 19, 2021, Debtor has been able to work out an arrangement with OSMR to pay the past due AML Fees. This allowed OSMR to remove Debtor from permit block list and reinstate Debtor's mining permits with both state and federal authorities to good standing. This Plan of Reorganization proposes to pay creditors of the Debtor from the cash flow from Debtor's mining operations. This Plan provides for one class of secured claims, one class of priority unsecured claims and one class of general unsecured claims. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at $0.10 on the dollar. This Plan also provides for the payment of administrative and priority claims to the extent permitted by the Code in 60 installments. There are currently two separate cases pending between Debtor and New Trinity Coal Inc.: In Resources Limited LLC v New Trinity Coal Inc., on appeal to the WEST VIRGINIA SUPREME COURT OF APPEALS, the issue pending before the Court is whether the Fayette County Circuit Court abused its discretion in refusing to set aside a default judgement. If the Court finds that the Circuit Court improperly refused to set aside the default judgement, then it is anticipated that the case would be returned to the lower court for trial. It is further anticipated that should the matter go to trial; it would be removed from state court to the Bankruptcy Court for consideration. A ruling in favor of the Debtor would vacate any purported judgement lien asserted by NTCI and any claim asserted by NTCI would be considered unsecured and treated as a Class 4. claim described in Sections V (d) infra. Resources Limited LLC v New Trinity Coal Inc., is an adversary proceeding currently pending before the US Bankruptcy Court (SD WV). In this matter Debtor asserts that NTCI failed to properly perfect its security interest and as a consequence, if it is awarded an approved claim, such claim would be considered unsecured and again treated as a Class 4 claim described in Sections V (d) infra. Should Debtor prevail in either of the two cases it is likely that any approved claim held by NTCI would be treated as an unsecured claim under Section V (d). Should Debtor fail to prevail in both cases it is likely that any approved claim held by NTCI would be treated as an secured claim under Section V (b) (i). Treatment of Claims and Interests Class 2 includes the Secured Claim of New Trinity Coal Inc., if and to the extent allowed by this Court after considering the results of the pending litigation. The NTCI Proof of Claim reflects a claim of $1,271,216.29 as of the Petition Date, plus interest from the Petition Date through the Confirmation Date at the rate set forth in the court documents underlying this Claim, as more fully set forth in Claim No. 2. Debtor does not believe that NCTI is fully secure based of the current FMV of the Huffman Trucking equipment. Debtor estimates that the total value of such equipment is $562,000. Debtor has engaged the services of a professional equipment appraiser to confirm its estimate. Class 2 includes the Secured Claim of Cramer Security & Investigations, Inc. (Cramer). The Cramer Proof of Claim reflects a claim secured by judgement lien of $82,034.23 as of the Petition Date, plus interest from the Petition Date through the Confirmation Date at the rate set forth in the court documents underlying this Claim, as more fully set forth in Claim No. 4; Debtor proposes monthly payments in the amount of $1,510.79 per month throughout the course of the plan, which is sufficient to cover the secured portion of Cramer's claim. Class 3 Unsecured Priority Creditors: * West Virginia State Tax Department is a secured creditor with a valid lien on debtor's property as reflected in Claim # 3. Debtor proposes monthly payments in the amount of $6,854.02 per month throughout the course of the plan, which is sufficient to cover the secured portion of Claim #3 in the amount $372,167.07. Debtor reserves the right to pay such claim in full within 30 days of confirmation of this Plan. * Debtor will pay Claim #1 of Internal Revenue Service of $1,428.21 in full within 30 days of confirmation of this Plan. * The claim of the US Office of Surface Mining Reclamation which Debtor included on Schedule E of its petition in the amount of $14,581.48 has been satisfied. The outstanding debt caused Debtor to be permit blocked. The claim of the US Office of Surface Mining Reclamation was satisfied in order to allow Debtor to proceed with its mining projects. Class 4 consists of Unsecured Creditors. Unsecured general claims will be paid a total of 10% of their claim over 60 months without interest payable in equal quarterly payments. * Currently, the only scheduled Unsecured Nonpriority Creditor with a scheduled claim is Huffman Trucking Inc. Huffman Trucking is affiliated with Debtor through common ownership and is considered an insider. * It is conceivable that depending on the decision of the West Virginia Supreme Court of Appeals the claim of New Trinity Coal Inc. could be treated as a Class 4 claim. Debtor will commence Plan payments on the first day of the 2nd calendar month that follows the effective date of the plan. It will fund the plan payments from its cash flow occurring in the ordinary course of its business. After confirmation of the plan, the Debtor will regularly communicate with the Subchapter V Trustee regarding the plan payments and provide her proof of payment on a monthly basis. The Debtor will take into consideration any recommendations of the SubchapterV Trustee to assist the debtor in complying with the terms of the plan. A full-text copy of the Amended Plan of Reorganization dated October 19, 2021, is available at https://bit.ly/30WbD4f from PacerMonitor.com at no charge. Counsel for the Debtor: John F. Leaberry, Esq. Leaberry Law Firm, PLLC 167 Patrick Street Lewisburg, WV 24901 Telephone: (304) 645-2025 Facsimile: (888) 469-6631 Email: leaberry01@yahoo.com About Resources Limited Summersville, Wyo.-based Resources Limited, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 21-20089) on April 19, 2021. David Huffman, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of $1 million to $10 million. Judge B. McKay Mignault oversees the case. The Debtor tapped Leaberry Law Firm, PLLC as legal counsel and Steptoe & Johnson, PLLC as special counsel. RIOT BLOCKCHAIN: Developing 200MW Immersion-Cooled Bitcoin Mine --------------------------------------------------------------- Riot Blockchain, Inc. said it is developing a 200 megawatts of immersion-cooling technology at its Whinstone facility, which to the Company's knowledge is the Bitcoin mining industry's first industrial-scale immersion-cooled deployment of Bitcoin mining hardware. The development of 200MW of immersion-cooling at industrial-scale is a direct result of the Company's focus on Bitcoin mining infrastructure development, led by Riot's leadership team at Whinstone. "After months of research and development, utilizing partnerships across industries, Riot is proud to be a pioneer in the use of cutting-edge immersion-cooling technology at an unprecedented scale," said Jason Les, CEO of Riot. "By leveraging technology, industry-leading low power costs, and economies of scale, Riot intends to continue driving operating and capital efficiencies for its self-mining business and its institutional clients. Due to these efficiencies, we anticipate observing an increase in the Company's hash rate and productivity through 2022, without having to rely solely on purchasing additional ASICs." Riot to Integrate Immersion-Cooling at Whinstone Of the previously announced 400 MW expansion of Whinstone, 200 MW of the infrastructure is committed to utilizing immersion-cooling technology in Bitcoin mining. This development covers two of the buildings under construction and is expected to host approximately 46,000 S19 Antminers from Riot's already-purchased miner fleet. * Immersion-cooling is an enhanced cooling technique, as compared to standard air-cooling of miners. * Two of the four buildings currently under development at Whinstone are devoted to utilizing immersion-cooling technology, which represents 200 MW of immersion-cooled Bitcoin mining capacity. * Combined, the two immersion-cooled buildings are expected to host approximately 46,000 S19 series Antminer ASICs. * Immersion-cooling technology has never been previously deployed in Bitcoin mining at this scale, to the Company's knowledge. * Primary operational benefits of immersion-cooling include prolonging machine life and reducing maintenance requirements, which facilitates enhancements to ASIC productivity. * Initial deployment of ASICs in the immersion-cooled buildings is expected to commence by the 4th quarter of 2021. Process of Immersion-Cooling Immersion-cooling is a technique where Bitcoin mining ASICs are submerged in a specialized fluid, which is circulated to keep the ASICs' integrated circuits operating at lower temperatures. The heat generated by the ASICs is absorbed by the fluid, and the heated fluid is pumped and circulated to assist in dissipating the heat via a secondary heat exchanger. The cooled fluid is then pumped back through the immersion tank. Benefits of Immersion-Cooling When immersion-cooled, ASICs operate in a more stable environment, allowing them to run at higher productivity rates. Based on industry data and the Company's own preliminary immersion-cooling test results, an estimated 25% increase in hash rate is expected, with an estimated potential to increase ASIC performance by as much as 50%. Riot expects to have more robust test results from the Company's pilot by the end of Q1 2022. If successful, Riot will be able to leverage its infrastructure development capabilities to increase its Bitcoin mining hash rate without relying solely on purchasing additional mining equipment, resulting in increased operating efficiencies, and thus, capital efficiencies. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. The Company is expanding and upgrading its mining operations by securing the most energy efficient miners currently available. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility operates out of upstate New York, under a co-location hosting agreement with Coinmint. Riot Blockchain reported a net loss of $12.67 million for the year ended Dec. 31, 2020, compared to a net loss of $20.30 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $906.37 million in total assets, $192.21 million in total liabilities, and $714.16 million in total stockholders' equity. SANUWAVE HEALTH: Incurs $30.9 Million Net Loss in 2020 ------------------------------------------------------ SANUWAVE Health, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $30.94 million on $4.06 million of total revenues for the year ended Dec. 31, 2020, compared to a net loss of $10.43 million on $1.03 million of total revenues for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $23.03 million in total assets, $36.75 million in total liabilities, and a total stockholders' deficit of $13.72 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Oct. 21, 2021, citing that the Company has violated its debt covenants, incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1417663/000114036121035116/brhc10029287_10k.htm About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shock wave technology company using a patented system of noninvasive, high-energy, acoustic shock waves for regenerative medicine and other applications. The Company's initial focus is regenerative medicine utilizing noninvasive, acoustic shock waves to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. SEAFOOD JUNKIE: Manzo Lobster Owner Files for Chapter 11 Bankruptcy ------------------------------------------------------------------- Lily O'Neill of BusinessDen reports that Denver seafood restaurant, Manzo Lobster & Oyster Bar, hasn't had it easy since opening in September 2020. Like much of the food industry, the seafood restaurant at 500 E. 19th St. in Uptown has seen a slowdown in traffic as a result of the pandemic and is struggling with staffing shortages. A month after opening, the business was sued by the former tenant in its space. And in the fourth week of October 2021, the restaurant owned by Richard Manzo filed for Chapter 11 bankruptcy -- in large part to stop ongoing litigation. "Both the litigation and slowdown in business led to the perfect storm," said Jamie Buechler with Buechler Law Office, who is representing the restaurant in bankruptcy proceedings. "The restaurant needed this bankruptcy to survive these cold winter months. But once the weather turns in the spring and the patio is able to open, the hope is people will be coming out again in droves." According to the filing, Manzo Lobster & Oyster Bar — technically Seafood Junkie LLC — owes $258,009 to about 20 creditors and has assets worth $57,500. The restaurant said it had gross revenue of $208,354 in 2020. As of the Oct. 14 filing date, the company's 2021 revenue was $1.1 million. Companies use Chapter 11 bankruptcy protection to reorganize and keep the business alive, paying creditors over time. The lawsuit against the restaurant was filed in October 2020 by Marg’s Taco Bistro, which alleged the restaurant failed to pay $30,000 for the transfer of a liquor license after the two entered into an asset purchase agreement in 2019. Manzo Lobster & Oyster Bar filed Chapter 11 bankruptcy under the new subchapter V, which was introduced last March and is an abbreviated version of the usual process that's designed for small businesses. Companies that filed under subchapter V can force creditors to accept court-approved repayment plans of three to five years. "There is one secure creditor, Webbank, which from what I understand is a factoring company and the debtor was factoring its credit cards," Buechler said. "That agreement has now stopped, but they're still owed money and have a lien on some of the debtor's accounts in cash. We filed a motion to be able to use that cash in order to pay the ordinary expense of the business. "The bankruptcy court approved our cash collateral order, and, notably, the debtor was able to get the consent of the secure creditor for that use of cash collateral," Buechler said. "That will allow us to continue to operate and use the receivables while we’re in bankruptcy to pay debts, pay employees, pay rent and ultimately form the basis of a plan of reorganization." Buechler said the restaurant "spent hundreds of thousands of dollars" fixing up its unit before opening. Its rotating menu features fresh seafood delivered on planes daily, including oysters from both coasts, wild Tasmanian ocean trout and ahi tuna poke. The kitchen also has a 2,500-gallon, marine biologist-designed lobster tank that keeps shellfish fresh for more than two weeks. Prior to opening Manzo Lobster & Oyster Bar, Manzo tested his concept out with the Lobster Bliss food truck. Before that, he worked for the Den Corner restaurant group, which owns Sushi Den, Izakaya Den and Ototo in Platt Park. "Now, it's really a function of how much cash can the business generate over time to use a portion of that to pay creditors," Buechler said. "And we're hoping that now that the economy is turning around, people will start coming out to eat more and they can build this business back up." About Seafood Junkie Seafood Junkie LLC, dba as Manzo Lobster & Oyster Bar, is a modern American Seafood Restaurant & Oyster Bar bringing the freshest, most sustainable seafood to the Mile High City. Seafood Junkie, LLC filed a petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-5217) on Oct. 14, 2021, listing up to $100,000 in assets and up to $500,000 in liabilities. Richard Manzo, member of Seafood Junkie, signed the petition. Judge Thomas B. Mcnamara oversees the case. The Debtor tapped Buechler Law Office, LLC as legal counsel. SEAWIND DEVELOPMENT: Taps Sullivan Hazeltine as Legal Counsel ------------------------------------------------------------- Seawind Development Corp. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Sullivan Hazeltine Allinson, LLC to serve as legal counsel in their Chapter 11 cases. The firm's services include: (a) advising the Debtors of their rights, powers and duties while operating and managing their business and property under Chapter 11 of the Bankruptcy Code; (b) preparing legal documents and reviewing financial reports; (c) advising the Debtors concerning, and preparing responses to, legal papers that may be filed by other parties in their bankruptcy cases; (d) advising the Debtors with respect to, and assisting in the negotiation and documentation of, financing agreements and related transactions; (e) reviewing the nature and validity of liens asserted against the Debtors' property and advising the Debtors concerning the enforceability of such liens; (f) advising the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; (g) advising and assisting the Debtors in connection with any potential asset sales and property dispositions; (h) advising the Debtors concerning executory contract and unexpired lease assumption, assignment or rejection; (i) advising the Debtors in connection with formulating, negotiating, and filing or amending a plan of reorganization and related transactional documents; (j) assisting the Debtors in reviewing, estimating, objecting to, and resolving claims asserted against the Debtors' estates; (k) commencing and conducting litigation necessary and appropriate to assert rights held by the Debtors, protect assets of the Debtors' estates, or otherwise further the goal of completing the Debtors' successful reorganization; and (l) providing non-bankruptcy related services to the extent requested by the Debtors. The firm's hourly rates are as follows: William D. Sullivan, Member $450 per hour William A. Hazeltine, Member $425 per hour Elihu E. Allinson, III, Member $375 per hour Heidi M. Coleman, Paralegal $175 per hour Sullivan received a retainer in the amount of $15,000. As disclosed in court filings, Sullivan is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William D. Sullivan, Esq. Sullivan Hazeltine Allinson, LLC 919 N Market St. Wilmington, DE 19801 Phone: +1 302-428-8191 Email: bsullivan@sha-llc.com About Seawind Development Seawind Development Corp. is a manufacturer of aerospace products and parts in Kimberton, Pa. Seawind Development filed a petition for Chapter 11 protection on June 8, 2021, while its affiliates, Seawind LLC and Seawind Inc., sought Chapter 11 protection on July 8, 2021 (Bankr. D. Del. Lead Case No. 21-10910). At the time of the filing, Seawind Development disclosed total assets of up to $1 million and total liabilities of up to $10 million. Judge Kate J. Stickles oversees the cases. William D. Sullivan, Esq., at Sullivan Hazeltine Allinson, LLC is the Debtors' legal counsel. SOUTHERN ROCK: Dec. 9 Disclosure Statement Hearing Set ------------------------------------------------------ On Oct. 19, 2021, debtor Southern Rock & Lime, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida a disclosure statement and a plan. On Oct. 21, 2021, Judge Karen K. Specie ordered that: * Dec. 9, 2021, at 2:00 p.m. is the hearing to consider the approval of the disclosure statement. * Dec. 2, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement. A copy of the order dated Oct. 21, 2021, is available at https://bit.ly/2Zmirre from PacerMonitor.com at no charge. Counsel for the Debtor-In-Possession: Byron Wright III, Esq. Bruner Wright, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: rbruner@brunerwright.com About Southern Rock & Lime Southern Rock & Lime, Inc. filed for Chapter 11 protection (Bankr. N.D. Fla. Case No. 21-50021) on Feb. 24, 2021. James E. Clemons, Jr., president, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Karen K. Specie oversees the case. Bruner Wright, PA, and Professional Management Systems, Inc., serve as the Debtor's legal counsel and accountant, respectively. SOUTHERN ROCK: Unsecureds to Recover 10% via Quarterly Payments --------------------------------------------------------------- Southern Rock & Lime, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida a Disclosure Statement with respect to Chapter 11 Plan of Reorganization dated October 19, 2021. The Debtor is a corporation registered in the State of Alabama, and he Debtor's business primarily involves acting as a prime or subcontractor in contracts with state governments, counties, and municipalities for the construction of major roadways, parking lots, etc. The Debtor is a mining company that also dredges for sand to recycle and generate material that is used in the constructions of roadways. The Debtor filed this case in an attempt to reorganize its business affairs. Due to COVID-19, payments from FEMA and local governments were not being processed as fast as they traditionally were which has led to some cash flow problems. The Debtor intends on retaining most of its equipment in an effort to capitalize on the current contracts it has and to retain employees and continue operations. The following are the classes set forth in the Plan, and the proposed treatment that they will receive under the Plan: * Class Number 2 consists of the claim of CCB Community Bank in the amount of $742,237.08. CCB Community Bank is a secured creditor that is secured by various real and personal property owned either by the Debtor and/or other non-debtor entities. The Debtor and CCB reached an agreement in this case which is memorialized in the Motion for Approval of Compromise and Settlement filed on July 21, 2021 (the "CCB Settlement Motion,"), and approved by the Court on August 19, 2021 (the "CCB Settlement Order,"). CCB will be paid in full pursuant to the terms of the agreement. * Class Number 3 consists of the claim of John Deere Financial in the amount of $1,128,915.94. John Deere Financial is a secured creditor that is secured by personal property owned by the Debtor. The Debtor and Deere reached an agreement in this case which is memorialized in the Motion for Approval of Compromise and Settlement filed on July 21, 2021 (the "Deere Settlement Motion,"), and approved by the Court on August 19, 2021 (the "Deere Settlement Order,"). Deere will be paid in full pursuant to the terms of the agreement. * Class Number 4 consists of the claim of SMA II LP I, LLC in the amount of $99,486.71. SMA II LP I, LLC is a secured creditor that is secured by a 2017 Terex Power Screen Chieftan 1700 owned by the Debtor. The Debtor and SMA reached an agreement in this case which is memorialized in the Agreed Order Denying SMA II LP I, LLC's Motion for Relief from Stay or Alternatively for Adequate Protection Payments and Granting Adequate Protection entered on July 26, 2021 (the "SMA Order,"). SMA will be paid in full pursuant to the terms of the agreement. * Class Number 5 consists of claims of TCF National Bank in the amount of $77,799.20. TCF National Bank is a secured creditor that is secured by a 2008 Terex Power Screen Crusher, Premiertrak 400 owned by the Debtor. The Debtor will pay TCF in full in 60 months with 4.5% interest as set forth in the Plan. * Class Number 6 consists of the claims of the U.S. Small Business Administration in the amount of $153,744.86. U.S. Small Business Administration ("SBA") is a secured creditor that is secured by personal property owned by the Debtor. The Debtor will pay the SBA in full with 3.75% interest in accordance with the prepetition agreement, which matures in the year 2050. Monthly payments shall be $731 per month as required under the prepetition agreement, and the Debtor shall cure any prepetition delinquencies as set forth in the Plan. Class Number 7 consists of General Unsecured Claims. The general unsecured claims in Class 7 shall receive a ten percent dividend in quarterly payments. The first payment will be due on or before September 30, 2022, and will continue to become due on or before the last day of each calendar quarter thereafter, with the last payment being due on or before December 31, 2026. Debtor shall have a 30 day cure period for the payments. The total claims of each general unsecured creditor in Class 7 include: * Tractor & Equipment Company, Inc.: $15,356.52 * Internal Revenue Service: $5.17 * Cal-Tech Testing, Inc.: $10,431.75 * Key Parts & Machinery Co., Inc.: $12,568.70 * Holland Pump Company: $20,236.03 * Airgas USA: $9,338.58 * United Rentals: $120,353.57 * CCB Community Bank: $22,766.82 * State of Alabama – Department of Revenue: $1,933.84 * State of Florida – Department of Revenue: $2,051.10 * Roller Industries: $19,908.84 * Flint Equipment Company: $13,408.00 The equity security holders James E. Clemons, Jr. and Craig Thomas will waive distributions under the Plan as additional new value consideration to retain their equity interests. Payments and distributions under the Plan will be funded by the income generated from the operation of Debtor's business. A full-text copy of the Disclosure Statement dated October 19, 2021, is available at https://bit.ly/3E6Kw4L from PacerMonitor.com at no charge. Counsel for the Debtor-In-Possession: Byron Wright III, Esq. Bruner Wright, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: rbruner@brunerwright.com About Southern Rock & Lime Southern Rock & Lime, Inc., filed for Chapter 11 protection (Bankr. N.D. Fla. Case No. 21-50021) on Feb. 24, 2021. James E. Clemons, Jr., president, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Karen K. Specie oversees the case. Bruner Wright, PA, and Professional Management Systems, Inc. serve as the Debtor's legal counsel and accountant, respectively. STAGE STORES: Hilco Marketing Brands Bought by Bealls ----------------------------------------------------- Hilco Streambank is soliciting offers for the retail store banners, private label brands and associated domain names, utilized by Gordmans(R), Peebles(R), Goody's(R), and Palais Royal(R) department stores. The brands were acquired over a 90-year period and owned by Stage Stores until 2020, at which point Stage Stores sold them to Bealls Inc. as part of a bankruptcy sale. Gordmans was an off-price retailer, offering a varied assortment of top trends, brand-name apparel, and stylish home decor at value prices, creating a treasure-hunt environment for thrift-seeking customers. Peebles, Goody's, and Palais Royal were well-known for offering customers trend-right, moderately priced, name-brand and private label apparel, accessories, cosmetics, footwear, and home goods for the entire family. "These brands have a high level of customer awareness, with a 90-year history serving customers in the Central and Eastern United States," commented Hilco Streambank Senior Vice President Richelle Kalnit. "The stores were beloved members of their communities, with Gordmans having more than 285 stores in mid-sized Midwest markets, and Peebles and Goody's approaching 200 retail stores in small towns and rural markets. This is an opportunity to reconnect with customers seeking familiar brands that cater to them." Interested parties should contact Hilco Streambank directly using the contact information provided below. David Peress Executive Vice President dperess@hilcoglobal.com 617.642.1909 Richelle Kalnit Senior Vice President rkalnit@hilcoglobal.com 212.993.7214 Kevin Wang kwang@hilcoglobal.com About Hilco Streambank Hilco Streambank is a market leading advisory firm specializing in intellectual property disposition and valuation. Having completed numerous transactions including sales in publicly reported transactions, private transactions, and online sales through IPv4.Global, Hilco Streambank has established itself as the premier intermediary in the consumer brand, internet and telecom communities. Hilco Streambank is part of Northbrook, Illinois based Hilco Global, the world's leading authority on maximizing the value of business assets by delivering valuation, monetization and advisory solutions to an international marketplace. Hilco Global operates more than twenty specialized business units offering services that include asset valuation and appraisal, retail and industrial inventory acquisition and disposition, real estate and strategic capital equity investments. About Stage Stores Stage Stores, Inc. (SSI) and its affiliates -- http://www.stagestoresinc.com/-- are apparel, accessories, cosmetics, footwear, and home goods retailers that operate department stores under the Bealls, Goody's, Palais Royal, Peebles, and Stage brands and off-price stores under the Gordmans brand. Stage Stores operates approximately 700 stores across 42 states. Stage's department stores predominately serve small towns and rural communities, and its off-price stores are mostly located in mid-sized Midwest markets. Stage Stores, Inc. and affiliate Specialty Retailers, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32564) on May 10, 2020. The Company disclosed $1,713,713,000 of total assets and $1,010,210,000 of total debt as of Nov. 2, 2019. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; PJ Solomon, L.P., is investment banker; Berkeley Research Group, LLC as restructuring advisor; and A&G Realty Partners, LLC as real estate consultant. Gordon Brothers Retail Partners, LLC, will manage the Company's inventory clearance sales. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases tapped Cooley LLP and Cole Schotz P.C. as co-counsels and Province, Inc. as financial advisor. SUMMIT FAMILY: Casa Bonita IP Rights Could Double Price ------------------------------------------------------- On September 23, Trey Parker and Matt Stone, the Coloradans who created South Park, struck a deal to buy world-famous Casa Bonita for $3.1 million. But court documents indicate that when the intellectual property rights are taken into account, the actual amount the pair will pay for the 52,000-square-foot eatertainment palace could be much higher. "I would say $4 million," Andrew Novick, a superfan and the founder of Save Casa Bonita, a group that had been working with a private investor to buy the restaurant, estimates as the cost of the Casa Bonita intellectual property rights, which are separate from the restaurant's assets. According to Novick's calculations, the entire purchase would be closer to $7 million -- and that doesn't include the building itself, which belongs to the owner of the shopping mall where it sits at 6715 West Colfax Avenue in Lakewood. Unlike the $3.1 million figure, which is mentioned in court documents, the total amount of the purchase is not publicly accessible. The South Park creators came to an agreement for the intellectual property of Casa Bonita outside the jurisdiction of the U.S. Bankruptcy Court for the District of Colorado, according to a motion submitted by a lawyer representing Summit Family Restaurants, the bankrupt company that currently owns Casa Bonita, on September 27, 2021. The agreement is "not subject to the jurisdiction of this Court," the motion reads, citing the fact that the intellectual property agreement does not involve Summit Family Restaurants and is instead a deal between Casa Bonita Denver Inc. and The Beautiful House LLC., a company connected to Parker and Stone. About Summit Family Restaurants Scottsdale, Ariz.-based Summit Family Restaurants Inc. owns and operates Denver restaurant Casa Bonita. The restaurant, which opened in 1974, shut its doors in March 2020, at the beginning of the COVID-19 pandemic. Summit's parent, Star Buffet, Inc., owns and operates restaurants in several western states, Oklahoma and Florida. It operates restaurants under the HomeTown Buffet, JB's Restaurants, BuddyFreddys, JJ North's Country Buffet, Holiday House, Casa Bonita, and North's Star Buffet names. Star Buffet's restaurants provide customers with a variety of fresh food at moderate prices. Summit Family Restaurants filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-02477) on April 6, 2021. The Debtor disclosed total assets of $3.682 million and total liabilities of $4.425 million as of March 31, 2021. On June 23, 2021, the Debtor's Chapter 11 proceeding was transferred to the U.S. Bankruptcy Court for the District of Colorado and was assigned a new case number (Case No. 21-13328). Judge Brenda K. Martin oversees the case. Kutner Brinen Dickey Riley, PC, serves as the Debtor's legal counsel. TELIGENT INC: Seeks to Hire Raymond James as Investment Banker -------------------------------------------------------------- Teligent, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Raymond James & Associates, Inc. as their investment banker. The firm's services include: a. assisting the Debtors in reviewing and analyzing their business, operations, properties and financial condition; b. assisting the Debtors in evaluating their debt capacity, including by advising the Debtors generally as to available financing and assisting in the determination of an appropriate capital structure; c. assisting the Debtors in evaluating potential transaction alternatives and strategies; d. assisting the Debtors in preparing documentation within Raymond James's area of expertise that is required in connection with a transaction; e. assisting the Debtors in identifying interested parties regarding one or more particular transactions; f. contacting interested parties which Raymond James, after consultation with the Debtors' management, believes meet certain industry, financial, and strategic criteria, and assisting the Debtors in negotiating and structuring a transaction; g. advising the Debtors as to potential business combination transactions; h. advising the Debtors on tactics and strategies for negotiating with holders of debt or other claims; i. advising the Debtors on the timing, nature and terms of any new securities, other considerations or other inducements to be offered to their stakeholders in connection with any restructuring transaction; and j. participating in the Debtors' board of directors meetings as determined by the Debtors to be appropriate, and, upon request, providing periodic status reports and advice to the board with respect to matters falling within the scope of Raymond James' retention. The firm will be paid as follows: a. Business Combination Transaction Fee. If, during the Term or during the Tail Period, any Business Combination Transaction closes, the Debtors shall pay Raymond James immediately and directly out of the proceeds at the Closing, as a cost of such Business Combination Transaction, a cash transaction fee based upon the Transaction Value in the Business Combination Transaction, pursuant to the following schedule: Transaction Value Transaction Fee Equal to or less than $1,580,000 (the Minimum Fee) $60,000,000 Greater than $60,000,000 Sum of (a) the Minimum Fee, plus and less than or equal to (b) 3 percent of the $70,000,000 incremental Transaction Value in excess of $60,000,000 and less than or equal to $70,000,000 (such sum, the Tier 2 Fee) Greater than $70,000,000 Sum of (a) Tier 2 Fee, plus and less than or equal to (b) 4.75 percent $90,000,000 of the incremental Transaction Value in excess of $70,000,000 and less than or equal to $90,000,000 (such sum, the Tier 3 Fee) Greater than $90,000,000 Sum of (a) Tier 3 Fee, plus (b) 5.25 percent of the incremental Transaction Value in excess of $90,000,000 b. Monthly Advisory Fee and Database Expense Amount. In accordance with the Engagement Letter, the Debtors paid Raymond James its first Advisory Fee of $100,000 on Sep. 20, 2021 and made its second Advisory Fee payment of $100,000 on Oct. 11, 2021. The Debtors will pay the Advisory Fee on the fifteenth business day of each month thereafter during the term of the engagement. All Advisory Fees received by Raymond James beginning with the second such Advisory Fee shall be credited in full against future Transaction Fees, including Alternative Transaction Fees. c. Financing Transaction Fee. If, during the Term or during the 12 months following any termination of the Agreement (Tail Period), any Financing Transaction closes, the Debtors shall pay Raymond James immediately and directly out of the proceeds of the placement, at Closing, of each Financing Transaction as a cost of sale of each Financing Transaction, a cash transaction fee (Financing Transaction Fee) equal to the sum of (A) the greater of (x) $100,000 and (y) one percent of the Proceeds of any Existing Lender DIP Financing, plus (B) 1.5 percent of the Proceeds of all first lien senior secured notes and bank debt raised (other than an Existing Lender DIP Financing), plus (C) 3 percent of the Proceeds of any second lien or junior debt capital raised (other than an Existing Lender DIP Financing), plus (D) 4 percent of the Proceeds of any convertible debt or other equity-linked securities sold by the Company, plus (E) 5 percent of the Proceeds of equity securities sold. d. Restructuring Transaction Fee. If, during the Term or during the Tail Period, a Restructuring Transaction closes, the Debtors shall pay Raymond James a cash transaction fee of $2,000,000 (Restructuring Transaction Fee). The Debtors shall pay the Restructuring Transaction Fee, as a cost of the Restructuring Transaction to Raymond James upon the earlier of (i) the Closing of each Restructuring Transaction or (ii) the date on which any amendment to or other changes in the instruments or terms pursuant to which any Existing Obligations were issued or entered into became effective. e. Alternative Transaction. Notwithstanding the foregoing, if in lieu of a Business Combination Transaction, the Debtors or their securityholders elect to consummate any other transaction or series or combination of transactions, in each case, outside of the Debtors' ordinary course of business with any Interested Party or Interested Party's securityholders or affiliates that does not constitute a Business Combination Transaction (but for avoidance of doubt, excluding any Financing Transaction or Restructuring Transaction), which shall consist of (A) the sale or transfer of less than a majority voting or economic interest in the securities (including preferred securities and debt) or (outside of the ordinary course of the Debtors' business) less than substantially all of the consolidated fair market value of the assets of the Debtors, and/or (B) a spin-off or split-off, a joint venture, a strategic alliance or partnership, or a licensing agreement or arrangement (Alternative Transaction), Raymond James will be paid an advisory fee of 2 percent of the Transaction Value from such Alternative transaction (Alternative Transaction Fee). Should one or more Alternative Transactions be agreed upon or close within the Term or the Tail Period that, together with the previously agreed-upon or closed Alternative Transaction, constitutes in the aggregate a Business Combination Transaction, an additional fee will be payable to the extent that the Business Combination Transaction Fee is greater than the previously paid Alternative Transaction Fee, provided, however, that in no event shall the total Alternative Transaction Fees be greater than the Business Combination Transaction Fee. f. Break-Up Amount. Additionally, if the Debtors or their securityholders enter into a Definitive Agreement regarding a Business Combination that is later terminated, and the Debtors or their securityholders receive a "break-up," "termination," or similar fee or payment including, without limitation, any judgment for damages or amount in settlement of any dispute as a result of such termination (but in all cases excluding any amount paid or payable for reimbursement of expenses), the Debtors shall pay Raymond James a cash fee (Break-up Amount) equal to 15 percent of all such amounts promptly upon receipt by the Debtors or their securityholders; provided, however, that in no event shall the Break-up Amount be greater than the Business Combination Transaction Fee applicable to the Business Combination Transaction had the Business Combination Transaction closed. g. Transaction Fee Crediting. Each Transaction Fee payable by the Company under the Agreement shall be reduced by 30 percent of the total amount of all previous Transaction Fees received by Raymond James under the Engagement Letter (Previous Transaction Fees), up to a maximum total credit of 50 percent of such Transaction Fee then payable. For the avoidance of doubt, Previous Transaction Fees shall be the Transaction Fees actually received by Raymond James (i.e., the net amount of Transaction Fees after crediting Monthly Advisory Fees and any previously credited Transaction Fees). h. Entitlement to Tail Period Transaction Fees. Raymond James shall not be entitled to a Transaction Fee for a Transaction consummated or entered into during the Tail Period if (i) Raymond James terminates the Agreement without Cause or (ii) Raymond James previously has been paid a Business Combination Transaction Fee or a Restructuring Transaction Fee. i. If a single Transaction constitutes any combination of a Financing Transaction, a Restructuring Transaction, and a Business Combination Transaction, then Raymond James shall only be paid the greatest of the applicable Financing Transaction Fee, Restructuring Transaction Fee or Business Combination Transaction Fee. Raymond James is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and does not hold or represent an interest materially adverse to the Debtors, according to court filings. The firm can be reached through: Geoffrey Richards Raymond James Financial, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Phone: 727-567-1000 Mobile: +1 212-885-1885 Email: geoffrey.richards@raymondjames.com About Teligent Inc. Teligent, Inc., a specialty generic pharmaceutical company, develops, manufactures, markets, and sells generic topical, branded generic, and generic injectable pharmaceutical products in the United States and Canada. The company was formerly known as IGI Laboratories, Inc. and changed its name to Teligent, Inc. in October 2015. Teligent, Inc. was founded in 1977 and is based in Buena, N.J. Teligent and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11332) on Oct. 14, 2021. The cases are handled by Judge Brendan Linehan Shannon. As of Aug. 31, 2021, Teligent had total assets of $85 million and total debt of $135.8 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and K&L Gates, LLP as legal counsel; Raymond James & Associates, Inc. as investment banker; and Portage Point Partners, LLC as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. TELIGENT INC: Taps Epiq as Administrative Advisor ------------------------------------------------- Teligent, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC as administrative advisor. The firm's services include: (a) assisting with, among other things, solicitation, balloting and tabulation of votes, preparing any related reports in support of confirmation of a Chapter 11 plan, and processing requests for documents; (b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) assisting with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) providing a confidential data room, if requested; and (e) managing and coordinating any distributions pursuant to the plan. Epiq will be paid a retainer in the amount of $25,000. The firm's hourly rates for claim administration are as follows: Clerical/Administrative Support $29.75 – $55.00 IT/Programming $55.25 – $75.25 Case Managers $75.25 – $140.25 Consultants/Directors/Vice Presidents $140.25 – $165.75 Solicitation Consultant $165.75 Executive Vice President, Solicitation $182.75 Executives No Charge As disclosed in court filings, Epiq 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 11th and 12th Floors New York, NY 10017 Phone: +1 212 225 9200 Email: bhunt@epiqglobal.com About Teligent Inc. Teligent, Inc., a specialty generic pharmaceutical company, develops, manufactures, markets, and sells generic topical, branded generic, and generic injectable pharmaceutical products in the United States and Canada. The company was formerly known as IGI Laboratories, Inc. and changed its name to Teligent, Inc. in October 2015. Teligent, Inc. was founded in 1977 and is based in Buena, N.J. Teligent and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11332) on Oct. 14, 2021. The cases are handled by Judge Brendan Linehan Shannon. As of Aug. 31, 2021, Teligent had total assets of $85 million and total debt of $135.8 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and K&L Gates, LLP as legal counsel; Raymond James & Associates, Inc. as investment banker; and Portage Point Partners, LLC as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. TELIGENT INC: Taps Portage Point Partners as Restructuring Advisor ------------------------------------------------------------------ Teligent, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Portage Point Partners, LLC to provide interim management and restructuring services to the Debtors, and designate Vladimir Kasparov as chief restructuring officer and Alyssa Lozynski as interim chief financial officer. The firm's services include: a. Assisting in evaluating or developing a short-term cash flow model and related liquidity management tools as requested by the Debtors for general corporate purposes or, as directed by the Debtors, by various constituents including, without limitation, employees, investors, customers, vendors and lenders in connection with negotiations with such constituents. b. Assisting in evaluating or developing a business plan and such other related forecasts and analyses, including profitability by product and customer and cash flow breakeven analysis, as requested by the Debtors for general corporate purposes or in connection with negotiations with their constituents. c. Assisting in preparing and implementing an end-to-end performance improvement or business transformation plan, as applicable. d. Assisting in evaluating or developing various strategic alternatives and financial analyses as requested by the Debtors for general corporate purposes or in connection with negotiations with their constituents. No company information shall be shared with constituents without the prior approval from the Debtors. d. Assisting in working and negotiating with constituents including, but not limited to, meeting with constituents, developing presentations and providing management with financial analytical assistance necessary to facilitate such negotiations. e. Assisting in developing and distributing, as and when approved by the Debtors, various other information that may be required by the Debtors or the constituents. f. Assisting in evaluating and implementing contingency planning related to a potential Chapter 11 proceeding. g. Assisting in obtaining and presenting information required by parties in interest related to a potential Chapter 11 proceeding including, without limitation, official committees and the bankruptcy court. h. Assisting in preparing other business or financial reporting related to a potential Chapter 11 proceeding including, but not limited to, development and execution of asset sales, disclosure statement and plan of reorganization. i. Assisting in responding to inquiries from the lenders and assisting them in reviewing any materials prepared. j. Assisting with such other matters as may be requested that fall within Portage's expertise and that are mutually agreeable. The firm's hourly rates are as follows: Managing Partner $915 per hour Senior Advisor $775 per hour Managing Director $735 - $775 per hour Director $615 - $670 per hour Vice President $515 - $595 per hour Associate $330 - $415 per hour Mr. Kasparov will charge $770 per hour for his services while Mrs. Lozynski will charge $625 per hour. As disclosed in court filings, Portage is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Vladimir Kasparov Alyssa Lozynski Portage Point Partners, LLC 300 North LaSalle, Suite 1420 Chicago, IL 60654 Phone: (312) 781-7520 Email: vkasparov@pppllc.com alozynski@pppllc.com About Teligent Inc. Teligent, Inc., a specialty generic pharmaceutical company, develops, manufactures, markets, and sells generic topical, branded generic, and generic injectable pharmaceutical products in the United States and Canada. The company was formerly known as IGI Laboratories, Inc. and changed its name to Teligent, Inc. in October 2015. Teligent, Inc. was founded in 1977 and is based in Buena, N.J. Teligent and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11332) on Oct. 14, 2021. The cases are handled by Judge Brendan Linehan Shannon. As of Aug. 31, 2021, Teligent had total assets of $85 million and total debt of $135.8 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and K&L Gates, LLP as legal counsel; Raymond James & Associates, Inc. as investment banker; and Portage Point Partners, LLC as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. TELIGENT INC: Taps Young Conaway Stargatt as Legal Counsel ---------------------------------------------------------- Teligent, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties in the continued operation of their business, management of their properties, and the potential sale of their assets; b. preparing documents in connection with and pursuing the sale of substantially all the Debtors' assets under Section 363 of the Bankruptcy Code, confirmation of a Chapter 11 plan, and approval of a disclosure statement; c. preparing legal papers and appearing in court; and d. performing all other necessary legal services. The firm's hourly rates are as follows: Michael R. Nestor $1,025 per hour Matthew B. Lunn $845 per hour Shane M. Reil $525 per hour S. Alexander Faris $485 per hour Betsy L. Feldman $465 per hour Joshua B. Brooks $400 per hour Andrew A. Mark $400 per hour Michelle E. Smith (paralegal) $310 per hour The Debtor paid a retainer fee in the amount of $150,000 to the firm. Matthew Lunn, Esq., a partner at Young Conaway, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Young Conaway disclosed that: a. The firm has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of its professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 cases; c. Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of June 18, 2020, and that the billing rates and material terms of the pre-bankruptcy engagement are the same as the rates and terms proposed by the firm; d. The Debtors will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post-petition period as appropriate. As disclosed in court filings, Young Conaway is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael R. Nestor, Esq. Matthew B. Lunn, Esq. Shane M. Reil, Esq. S. Alexander Faris, Esq. Betsy L. Feldman, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com mlunn@ycst.com sreil@ycst.com afaris@ycst.com bfeldman@ycst.com About Teligent Inc. Teligent, Inc., a specialty generic pharmaceutical company, develops, manufactures, markets, and sells generic topical, branded generic, and generic injectable pharmaceutical products in the United States and Canada. The company was formerly known as IGI Laboratories, Inc. and changed its name to Teligent, Inc. in October 2015. Teligent, Inc. was founded in 1977 and is based in Buena, N.J. Teligent and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11332) on Oct. 14, 2021. The cases are handled by Judge Brendan Linehan Shannon. As of Aug. 31, 2021, Teligent had total assets of $85 million and total debt of $135.8 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and K&L Gates, LLP as legal counsel; Raymond James & Associates, Inc. as investment banker; and Portage Point Partners, LLC as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. TESLA INC: S&P Upgrades ICR to 'BB+', Outlook Positive ------------------------------------------------------ S&P Global Ratings raised its issuer credit and issue-level ratings on Tesla Inc. to 'BB+'. The positive outlook reflects S&P's view that Tesla's free operating cash flow (FOCF) generation will remain positive more consistently, even as the company expands its global manufacturing footprint over the next 12 months. S&P said, "Despite near-term supply bottlenecks for the industry, we expect Tesla deliveries and earnings to remain strong over the next few quarters. Despite semiconductor shortages and other supply-related bottlenecks, Tesla appears to have minimized production disruption relative to most automakers. This is likely to support its strong revenue and earnings growth for 2021. Demand is backed by a higher backlog of orders, albeit with some delays in customer deliveries. The company has hit an annualized production run-rate of 1 million units at the end of the third quarter, which we believe is a key milestone. Our view also reflects outperformance of electric vehicles (EVs) so far this year globally, fueled by the regulatory push for lower-emission vehicles that is backed by subsidies in many markets, despite continuing concerns on the development of the charging infrastructure. "EBITDA margins for Tesla remained strong so far this year; we expect margins to remain steady in 2022, despite some mix shift towards lower-priced vehicles i.e., Model 3 and Y relative to the higher-priced Model S and X. Going forward, we expect that higher fixed-cost absorption and cost reduction will continue to be offset by weaker mix, higher operating expenses (including supply-chain related), lower regulatory credit revenue, and higher commodity costs. "The company continues to improve execution, become more efficient in production and make strides in its global expansion efforts. In our latest forecast, we expect Tesla to deliver more than 900,000 units in 2021, slightly over our prior forecasts (of about 850,000 units) with a substantial increase to 1.2 million-1.5 million units over the next 18 months. While the battery electric vehicle (BEV) market remains a sliver of total U.S. auto sales (under 3% of total light vehicles), Tesla's market share was almost over 65% in the first nine months of 2021. Its global market share in the twelve months ended June 30, 2021 was around 21%, including almost 15% in China (per EV-volumes.com). We expect further improvements in efficiency, cost, and technology as Tesla builds on lessons learned in its Fremont, Calif., factory, where S and X models continue to ramp up." The company reported progress at its Shanghai Gigafactory, where production continues to ramp up. Tesla is also building capacity for Model Y at its Berlin Gigafactory in Germany, one of its largest markets, where it expects to receive final permit approval before the end of 2021. Key risks going forward include access to supply as the company looks to raise cell capacity and complete its production ramp-up to meet demand. Stretching capacity at some of its facilities to meet strong demand over the next 2 years will introduce elevated execution risk and further test an already stressed industry supply chain. The evolution of Tesla's business hinges on it reaching its production targets, using its manufacturing capacity efficiently, and maintaining desired quality amid upcoming competitive pressures. To sustain its first-mover advantage and brand appeal, Tesla has to manage keeping its technological prowess while targeting more-affordable product rollouts. Based on current and upcoming model specifications, S&P believes Tesla has an advantage over competitors in battery and powertrain technology (as measured by motor efficiency and range). Given its brand excitement and location in Silicon Valley, S&P believes Tesla has attracted talented software engineers to advance the development of the concept of the "vehicle app." In this regard, Autopilot and full self-driving (FSD) technologies could become important competitive advantages as Tesla continues to make progress developing its FSD computer and remotely updatable artificial intelligence software. However, to sustain recent strong growth, hold its first-mover advantage, and maintain market share, the company has to expand its range of products and make EVs more affordable with regard to total cost of ownership, including insurance and service costs. The timing for its planned affordable EV for $25,000 will be an important consideration for our market share assumptions and for potential improvements in its competitive advantage beyond 2022. Furthermore, Tesla will need to contend with rising competition as global automakers are expected to launch about 40 new EV models by the end of 2022. These much larger players, such as Volkswagen and Toyota, and those traditionally focused on the luxury segment, such as BMW and Daimler, could be formidable competitors. This is because many of them have the capacity and the vertical integration capabilities to bridge the cost gap over time and also leverage their existing customer base and brand power to command pricing power. Tesla should manage expansion-related capital expenditures prudently to enable consistent positive FOCF and protect its strong liquidity. Equity share sales throughout 2020 boosted Tesla's liquidity and substantially curtailed the company's financial risk. The company's early settlement of $1.8 billion senior notes (due 2025) in its third quarter was another credit positive. We expect cash on the balance sheet to exceed $15 billion at the end of 2021. As a result, Tesla's net debt continues to be zero. With more cash on its balance sheet than total debt, the company appears easily able to fund its global expansion. Moreover, this cushion of cash will help the company navigate through the near-term supply bottlenecks. S&P still risk-adjust its assessment to incorporate significant future uncertainties, including a slower than expected rate of EV adoption and the coming fierce contest with a number of very capable global auto manufacturers. S&P said, "The positive outlook reflects our view that Tesla's FOCF generation will remain positive more consistently even as the company expands its manufacturing footprint around the world over the next 12 months. "We could consider an upgrade to investment grade if the company remains on a trajectory to sustain automotive EBITDA margins above 18% (excluding regulatory credits) as its Berlin and Austin production facilities come online. We would also expect Tesla to exceed 1.5 million units delivered by 2023 to avoid a meaningful loss in market share amid intensifying competition and aggressive launches by automakers globally, particularly in China and Europe. For an upgrade, we would also require Tesla to maintain strong liquidity and generate free cash flow to sales of over 2% on a sustained basis. "We could revise the outlook to stable if the company encountered problems expanding its manufacturing footprint, if demand for its electric vehicles did not match the newly installed capacity, or competition from traditional automakers drew customers away from buying Tesla's vehicles. Also, we could lower the ratings if FOCF is unlikely to exceed 2% of sales due to declining sales or the need to elevate capital expenditures beyond our current expectations." USA GYMNASTICS: Abuse Survivors Agree to $400M Settlement --------------------------------------------------------- Scott M. Reid of the Orange County Register reports that USA Gymnastics and a survivors' committee representing women who were sexually assaulted by former U.S. Olympic and national team physician Larry Nassar and Olympic and national team coaches have filed a proposed $400 million settlement agreement with the U.S. Bankruptcy Court Southern District of Indiana. In what both sides view as a major breakthrough in the nearly three-year bankruptcy case, USA Gymnastics and the survivors' agreement on the proposed $400,659,129 settlement as part of a reorganization plan follows a week of increasingly acrimonious discussions between USA Gymnastics and the U.S. Olympic and Paralympic Committee over the USOPC's financial responsibilities in the case. Recent discussions in the case have revealed an unlikely alliance between USA Gymnastics, the sport's Indianapolis-based national governing body, and the survivors' committee on one side, and the USOPC on the other. Attorneys for the USOPC proposed a $340 million settlement last week and then upped that to $360 million over the weekend, according to a source familiar with the case. "This is a last ditch effort by the survivor's committee to reach a fair and just settlement," John Manley, an attorney for more than 100 survivors, said of the court filing. He declined to discuss negotiations. "USA Gymnastics supports this and has acknowledged its responsibility," Manly continued. "But if the USOPC can’t see its way clear to agree to a fair and just settlement then all this has been a waste of time. And I don't expect them to. The USOPC under its leadership and its board has enabled people like Larry Nassar. The USOPC has repeatedly said it has no duty to protect athletes from predators like Larry Nassar. To put a fine point on it, they maintain they had no duty to protect Simone Biles from Larry Nassar." "That's something I would expect from Catholic bishops, not the premier athletic organization in the United States." Under the terms of the proposed agreement, former USA Gymnastics CEO Steve Penny, former U.S. Olympic and national team directors Bela and Martha Karolyi, former USA Gymnastics vice president Rhonda Faehn and the organization's former board chairman Paul Parilla, an Orange County attorney, would be released from further litigation related to the Nassar case. The agreement does not release former U.S. Olympic head coach Don Peters, SCATS, the Huntington Beach gymnastics club Peters helped make world famous, or former Olympic and national team coaches Steve and Beth Rybacki, or their Southern California club Charter Oaks. The settlement has yet to be fully funded according to court documents. Insurance carriers for USA Gymnastics, the USOPC and the Karolyis have so far committed to fund $292,332,331. "This report mischaracterizes the status of the mediation and violates the mediation process by disclosing information the court has ordered be kept confidential," the USOPC said in a statement to the Southern California News Group Thursday, October 21, 2021, night. "Since March of 2019, the USOPC has participated actively and consistently in the efforts to reach a resolution that compensates the survivors of Nassar’s abuse. Contrary to this report, we have offered to contribute substantial funds to such a resolution. This breach of the court order will not deter our efforts to reach fair settlement for all survivors." The USOPC reported $63.2 million in revenue in 2020 with $245.3 million in assets, according to filings with the Internal Revenue Service and other financial documents. USOPC CEO Sarah Hirshland received $882,434 in compensation in 2020 plus an additional $36,419 from related organizations. The USOPC paid $4.02 million last year in salaries to officers, executives and other key employees, according to IRS filings and financial records. Three USOPC employees were paid more than $500,000 in 2020, 10 more than $300,000. The organization also paid $40.2 million in employee salaries plus $6.3 million in pension contributions and other benefits. The USOPC also spent $6.3 million on legal fees in 2020, according to the documents. The filing also comes as the U.S. Senate considers a request by Olympic and World champion gymnasts Simone Biles, Maggie Nichols, McKayla Maroney and Aly Raisman that Congress dissolve the USOPC board of directors under the provisions of a new federal oversight law. Congress as early as November 1 could dissolve the USOPC board under the landmark Empowering Olympians and Paralympians and Amateur Athlete Act of 2020. The act places greater legal liability on the USOPC and the national governing bodies under its umbrella for sexual abuses by coaches, officials and employees in addition to providing Congress with mechanisms to dissolve the USOPC's board of directors and decertify NGBs. USA Gymnastics, facing hundreds of civil lawsuits from survivors who were sexually abused by Nassar as well as women who allege they were sexually abused by former Olympic team head coaches Peters and John Geddert, and being stripped of its national governing body status by the USOPC, filed for Chapter 11 proceedings in U.S. Bankruptcy Court in December 2018. The case, because of federal bankruptcy guidelines, placed a stay on legal proceedings against USA Gymnastics and steps by the U.S. Olympic and Paralympic Committee to decertify the national governing body. USA Gymnastics proposed a $217 million settlement with survivors as part of a reorganization plan filed with the bankruptcy court in early 2020. A disclosure statement filed with the court outlined a tiered pay-out plan where USA Gymnastics would pay $1.25 million to former Olympic and World Championships team members who were abused by Nassar but $82,550 to others. Attorneys for 512 of the 546 survivors who said they were sexually abused by Nassar and other USOPC and USA Gymnastics national team coaches and officials told SCNG in March 2020 that none of their clients would vote to accept the proposed settlement. The rejection was not just about the proposed financial settlement. Survivors, like Congress, are demanding USA Gymnastics and the USOPC turn over documents that will provide a fuller, if not complete, picture of who was aware, who enabled and who ignored and covered up abuse by Nassar and others such as former Olympic team coaches Peters and Geddert. USA Gymnastics and the survivors committee filed a reorganization plan with the bankruptcy court in August that proposed a $425 million settlement with the more than 500 survivors who allege they were sexually abused by Nassar, Peters, Geddert and others. While that plan had been approved by a survivors’ committee, only four of eight insurance providers have agreed to the proposal, leaving at least half of the settlement unfunded as currently presented, according to the filing. The 133-page proposal appeared to be designed to apply pressure on the USOPC to fund at least part of the settlement. SCNG has previously reported that the USOPC has maintained in a series of court filings that it has no legal obligation to protect Olympic athletes from sexual or physical abuse. USA Gymnastics had a longstanding policy prior to the Nassar scandal of not warning member gyms or parents of athletes of sexual misconduct allegations against coaches or other individuals, a longtime top aide to the organization's former CEO acknowledged in a previously undisclosed sworn deposition revealed by the SCNG in June 2021. Renee Jamison, the administrative assistant to former USA Gymnastics CEO Penny from 2005 to 2011 and later the organization’s director of administration and Olympic relations, also revealed in the deposition that employees were instructed by USA Gymnastics not to report sexual misconduct complaints to law enforcement or Child Protective Services – even though they were informed by the organization that they were mandated reporters. Instead, USA Gymnastics employees prior to 2015 were told to forward sexual misconduct complaints to attorneys representing the organization – first Jack Swarbrick, and later Scott Himsel, Jamison said. Swarbrick is currently the University of Notre Dame athletic director. The policy, Jamison said, was one of the reasons why Penny and USA Gymnastics did not notify Michigan State University officials about sexual assault allegations against Nassar when they were first brought to Penny's attention in June 2015. Michigan State officials said they did not become aware of allegations that Nassar had sexually assaulted Team USA members under the guise of medical treatment until the allegations were made public in September 2016. Top USOPC officials were aware of allegations that Nassar had sexually abused Nichols and other U.S. national team members in the summer of 2015 but took no action to report the abuse to law enforcement or discipline Nassar and continued to be briefed on efforts by Penny to conceal the allegations from the public and potential future victims. Nassar continued to sexually abuse new victims at Michigan State, where he was on the sports medicine staff, in the 16 months between when USA Gymnastics, the USOPC and the FBI were told of the allegations against him and when Nassar's abuse became public in September 2016. USOPC officials were also briefed on discussions between Penny and W. Jay Abbott, the special agent in charge of the FBI’s Indianapolis office, about Abbott receiving a top level security position with the USOPC. The Justice Department's Office of Inspector General recently determined that Abbott lied to DOJ investigators about applying for the USOPC post. The OIG investigation found that Abbott also lied to investigators about the initial steps he took in the days and weeks after he learned of allegations against Nassar in July 2015. Abbott retired from the FBI in January 2018. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING, LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. WB SUPPLY: Unsecureds' Recovery "Unknown" in Liquidating Plan ------------------------------------------------------------- WB Supply LLC submitted a First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated October 19, 2021. "Trust Funding" means Cash currently estimated in the approximately amount of $1.3 million to $1.6 million, inclusive of all reserves to be established under the Combined Plan and Disclosure Statement, to be provided by the Debtor to the Trust on the Effective Date to fund the administration of the Creditor Trust, pay all Trust Expenses and, thereafter, to fund Distributions to Holders of Allowed Claims in accordance with the terms of the Combined Plan and Disclosure Statement. The Debtor's Schedules reflect Priority Claims as of the Petition Date in the approximate amount of $731,000, and Priority Tax Claims filed in the approximate amount of $2.8 million. During the course of the Chapter 11 Case, pursuant to authority granted by the Bankruptcy Court, the Debtor has paid approximately $1,174,000 in undisputed Priority Tax Claims. Class 4 consists of Priority Claims with $0.00 estimated allowed claims, while Class 5 consists of General Unsecured Claims with $64 million estimated allowed claims. The estimated recovery for General Unsecured Claims is "unknown", according to the Amended Disclosure Statement. The Combined Plan and Disclosure Statement reflects substantial negotiations among the Debtor, the Committee, and Basin Holdings LLC and is predicated upon and incorporates the Basin Settlement between and among the Debtor, the Committee and Basin Holdings approved by the Bankruptcy Court on September 10, 2021. The Combined Plan and Disclosure Statement is a liquidating chapter 11 plan. The Combined Plan and Disclosure Statement provides, in summary, that upon the Effective Date: (i) all Creditor Trust Assets will be transferred to the Creditor Trust; and (ii) after completing all of its ordinary course business operations and fiduciary obligations, the Debtor will be dissolved. Thereafter, the Creditor Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Combined Plan and Disclosure Statement. Distributions of Litigation Proceeds from the Creditor Trust shall be made in the following order of priority in accordance with the Basin Settlement Stipulation: * First, the first $450,000 of each dollar otherwise distributable to Holders of Allowed Class 5 General Unsecured Claims shall be distributed (i) 50% to Holders of Allowed Class 5 General Unsecured Claims and (ii) 50% to the Holder of the Class 2.2 Claim (collectively, the "First Distribution"); and * Second, the next $1 million of each dollar otherwise distributable to Holders of Allowed Class 5 General Unsecured Claims shall be distributed (i) 90% to Holders of Allowed Class 5 General Unsecured Claims and (ii) 10% to the Holder of the Class 2.2 Claim (collectively, the "Second Distribution"); and * Third, any remaining Litigation Proceeds will be distributed to the Estate Portion of Litigation Proceeds. Each of the First Distribution and Second Distribution shall be made in Cash, without setoff or recoupment, and at the same time to (i) the Holder of the Class 2.2 Claim, and (ii) Holders of Allowed Class 5 Claims. A full-text copy of the First Amended Combined Disclosure and Plan dated October 19, 2021, is available at https://bit.ly/3pAkgMh from Stretto, the claims agent. Counsel for the Debtor: CHIPMAN BROWN CICERO & COLE, LLP William E. Chipman, Jr. Robert A. Weber Mark D. Olivere Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware 19801 Telephone: (302) 295-0191 Facsimile: (302) 295-0199 E-mail: chipman@chipmanbrown.com weber@chipmanbrown.com olivere@chipmanbrown.com About WB Supply WB Supply LLC is a privately held pipe and supply company based in Pampa, Texas. Founded in 1971, WB Supply has grown to more than a dozen locations in multiple states, including Texas, Oklahoma, and New Mexico. WB Supply sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10729) on April 20, 2021. At the time of filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Chipman Brown Cicero & Cole, LLP as its legal counsel, Great American Global Partners, LLC as liquidation agent, and EHI, LLC, a division of KBF CPAS LLP, as restructuring advisor. EHI President Edward Hostmann serves as the Debtors chief restructuring officer. Stretto is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors case on April 29, 2021. The committee is represented by William A. Hazeltine, Esq. WESLEY WOODS: Fitch Assigns BB+ IDR, Outlook Stable --------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to approximately $15.5 million series 2021 revenue bonds to be issued by the Residential Care Facilities Authority for the Elderly of Coweta County on behalf of Wesley Woods of Newnan-Peachtree City, Inc., GA (Wesley Woods). Fitch has also assigned an Issuer Default Rating (IDR) of 'BB+' to Wesley Woods. The Rating Outlook is Stable. Approximately $16.0 million of the proceeds from the series 2021 bonds will be used to refund Wesley Woods' outstanding series 2016A bonds (currently its only outstanding bonds). Remaining bond proceeds will be used to reimburse Wesley Woods for about $1 million in prior capex, fund a debt service reserve fund (DSRF) and pay the costs of issuance. The bonds are expected to price via negotiation on or about Nov. 10. SECURITY The bonds are secured by a first mortgage lien, a pledge of gross revenues and a DSRF. ANALYTICAL CONCLUSION The 'BB+' rating primarily reflects Wesley Woods' thin but resilient financial cushion and narrow operations, which renders it susceptible to operating pressure during the economic volatility assumed in Fitch's stress case scenario. A rating at the higher end of Fitch's 'BB' category is supported not only by its solid pro forma MADS coverage, but also by a strong market position and competitive advantage as the only life plan community (LPC) in its primary market area (PMA). In combination with its type-B contract mix, Wesley Woods' competitive positioning supports stable demand and solid operations, consistent with midrange assessments of its revenue defensibility and operating risk. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Single-Site LPC with Very Limited Competition Wesley Woods maintains a solid market position and competitive advantage as the only LPC in its PMA. Demand trends have been adequate with ILU occupancy averaging 89% in FY 2018-2020 (YE Aug. 31). Recent softness in ILU occupancy is attributable to the challenges of the coronavirus pandemic and Fitch expects recovery over the next year. Wesley Woods' PMA is characterized by favorable demographic and economic indicators, and its entrance and monthly service fees are highly affordable. Operating Risk: 'bbb' Midrange Operating Risk Wesley Woods' operating performance is solid and consistent with Fitch's expectations for a type-B LPC. Despite a somewhat high average age of plant, Fitch views Wesley Woods as having made adequate investments in its plant to maintain its demand profile and its pro-forma capital-related metrics are largely midrange. Wesley Woods only admits internal residents from the community to its skilled care units, and as such its healthcare payor mix is 100% private pay. Financial Profile: 'bb' Modest Financial Cushion Fitch's stress case scenario illustrates that Wesley Woods is susceptible to operating pressure during a period of economic volatility, given its limited cash cushion and narrow operations. Although its asset allocation is conservative, Wesley Woods' cash-to-adjusted debt remains below 45% throughout Fitch's stress case scenario. This is consistent with a 'bb' assessment of its financial profile, given Fitch's midrange assessments of Wesley Woods' revenue defensibility and operating risk. Asymmetric Additional Risk Considerations No asymmetric risk considerations are relevant to the rating. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Growth in Wesley Woods' liquidity position, with cash-to adjusted debt levels that approach sustained levels of 60% throughout Fitch's stress case scenario. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's rating is based upon expectations that Wesley Woods will improve its ILU occupancy from recent lows and continue to grow its unrestricted liquidity position. Any deviation from this expected trajectory would pressure the rating. -- Wesley Woods has no additional debt capacity at the current rating, given its very thin cash cushion. Any additional borrowing or other deterioration in its cash-to-adjusted debt or MADS coverage levels would pressure the rating. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE Organized in 1992, Wesley Woods is located on a 54-acre site in Newnan, Coweta County, Georgia. The community currently consists of 84 independent living units (ILUs), 16 ILU cottage apartments and a healthcare center comprised of 8 memory care units (MCUs), 37 assisted living units (ALUs) and 23 skilled nursing facility (SNF) beds. Wesley Woods' total operating revenues were approximately $9.2 million in FY20. Wesley Woods is a controlled affiliate of Wesley Woods Senior Living, Inc., a Georgia not-for-profit corporation, which acts as the controlling entity for certain affiliated entities, including the Foundation of Wesley Woods, Inc., Wesley Woods of Athens, Inc., Wesley Mountain Village, Inc., Wesley Woods Management Corporation, Inc. and Wesley Homes, Inc. Wesley Woods of Newnan-Peachtree City, Inc. is the only member of the obligated group. Revenue Defensibility Wesley Woods' ILU occupancy averaged an adequate 89% in FY 2018-2020. Due to the challenges of the coronavirus pandemic, its ILU occupancy dipped to 79% as of July 31, 2021, but Fitch expects this will recover and show improvement by Fitch's next review. Management is lobbying the State of Georgia legislature for a moratorium that would allow Wesley Woods to temporarily admit SNF patients from outside the community in an effort to shore up its operations and backfill vacated units while it builds back occupancy in its ILUs, which are currently its only source of referrals into the healthcare center. Wesley Woods' PMA encompasses Coweta, Fayette and Carroll counties in Georgia. However, over the last three fiscal years, approximately 73% of all new inquiries into Wesley Woods have originated from Newnan (Coweta County) and Peachtree City (Fayette County). Although it is relatively narrow, Wesley Woods' PMA demonstrates favorable demographic characteristics of population growth and median income levels that exceed state and national averages. Fitch believes this will support solid demand for Wesley Woods' services going forward. Wesley Woods has a significant competitive advantage as the only LPC in its PMA. There are a few rental communities in the market area, but Fitch does not believe they represent true competition for Wesley Woods' life plan business model. A market study conducted in June 2020 indicated a very low net market penetration rate of 3.7% (as compared to industry benchmarks of between 10% to 18%), further supporting Fitch's view that Wesley Woods faces little to no competition for prospective residents within its PMA. Wesley Woods offers a range of ILU types at various price points. Its weighted average entrance fee is about $187,000, highly affordable compared to housing values in both Newnan (average sale price of $282,809, according to Zillow) and Peachtree City ($412,810). Wesley Woods has a track record of annual increases to its monthly service fees that have ranged from 2.5% to 3.0% in each of the last six fiscal years, a further indication of its pricing flexibility. Operating Risk Wesley Woods is a type-B, modified fee-for-service LPC. Upon transfer to a higher level of care, residents pay the market rate for the enhanced level of care, less a $300 per month healthcare benefit for a maximum of 24 months. Fitch generally considers modified fee-for-service contracts to provide a strong ability for an LPC to absorb the cost escalation associated with providing higher levels of care to its residents. Fitch also views Wesley Woods' 100% private pay payor mix in its healthcare units as a credit strength, as the community has no exposure to governmental reimbursement risk. Wesley Woods offers three contract types: 90% refundable, 85% refundable and fully amortizing (non-refundable after 48 months). Under both refundable plans, Wesley Woods is not obligated to pay the refund until a new resident has occupied the unit. Approximately 90% of current residents have refundable contracts. Wesley Woods' operating performance is solid and consistent with Fitch's expectations for a type-B LPC. Its net operating margin (NOM) averaged a very strong 19.2% in FY 2018-2020, while its operating ratio and NOM-adjusted have trended more midrange, averaging 92.4% and 24.6%, respectively, over the same period. Wesley Woods' average age of plant is somewhat high at 14.4 years. However, its capex averaged about 63.0% of depreciation in FY 2018-2020, which Fitch believes is adequate for Wesley Woods to maintain its demand profile, in light of its lack of meaningful competition. Wesley Woods most recent largescale capital project has been the construction of 6 new ILU cottages (three duplexes), a project that it expects to continue, with the construction of four more cottages (two duplexes) and one single family cottage in fiscal 2022. Cottage construction is expected to be funded with new entrance fees collected on the units and to not begin until after a unit has been presold. As such, these projects do not represent fill-up risk and are not additive to Wesley Woods' operating risk. Other capex budgeted for fiscal 2022 includes routine maintenance items and refurbishment of existing ILUs and healthcare units. In February 2021, Wesley Woods completed a site study to add up to 60 brownstone type apartments. Fitch has not incorporated this project into the assessment of Wesley Woods' operating risk, as these plans are preliminary, and management has not yet developed a plan of finance. Wesley Woods estimates its pro forma MADS will be approximately $1.0 million following the series 2021 transaction, an approximately $250,000 savings off its current MADS. Wesley Woods' pro forma revenue-only MADS coverage averaged a strong 1.8x in FY 2018-2020, which is in line with Fitch's expectations for a type-B LPC. Its other capital-related metrics are more midrange, with average debt-to-net available of 6.7x and pro forma MADS representing an average of 11.7% of revenues in FY 2018-2020. Financial Profile As of FYE 2020, Wesley Woods had very thin unrestricted cash and investments of about $5.8 million, representing a modest 49.6% of its adjusted debt. Wesley Woods' adjusted debt includes the series 2016A bonds (which will be refunded by the series 2021 bonds) and a $1 million subordinate loan payable to Wesley Woods Senior Living, which Wesley Woods expects to fully repay over the next 6-12 months. Wesley Woods had no debt equivalents, 261 days cash on hand and 3.0x pro forma MADS coverage at FYE 2020. Fitch's calculation of Wesley Woods' adjusted debt does not incorporate any assumptions about the potential for a future borrowing to finance the brownstone project. Absent commensurate growth in its unrestricted cash position, Wesley Woods has no capacity for additional debt at the current rating. Fitch's forward-looking scenario analysis indicates Wesley Woods' key leverage metrics will show moderate growth, but remain largely consistent with its current financial profile throughout the current economic and business cycle, given Fitch's midrange revenue defensibility and operating risk assessments. Fitch's stress case scenario illustrates that despite a conservative, and therefore resilient, asset allocation, Wesley Woods is susceptible to operating pressure during a period of economic volatility. Cash-to-adjusted debt levels are sustained below 45% in the stress case scenario, consistent with a 'bb' assessment of Wesley Woods' financial profile. MADS coverage remains above 2.0x throughout the stress case scenario, supporting a rating in the higher end of Fitch's 'BB' rating category. Asymmetric Additional Risk Considerations No asymmetric risk considerations are relevant to the rating. Wesley Woods' debt mix is 100% fixed rate. The community's chief financial officer (CFO) has announced his retirement. The board is currently engaged in final rounds of interviews for his replacement. The outgoing CFO has been with Wesley Woods since 2009 and remains there as its controller, which Fitch believes will help ensure a smooth transition to new leadership. 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. WEWORK COMPANIES: Fitch Raises LongTerm IDR to 'CCC+' ----------------------------------------------------- Fitch Ratings has upgraded WeWork Companies LLC and WeWork Inc.'s Long-Term Issuer Default Ratings (LT IDRs) to 'CCC+' from 'CCC'. Fitch has also upgraded WeWork Companies LLC's senior unsecured notes to 'CCC-'/'RR6' from 'CC'/'RR6'. The upgrade reflects improvement in WeWork's financial position over the past year. The company rationalized its location portfolio with commercial landlords, preserving its reputation and reducing occupancy costs. The demand environment for workspaces also improved as employers returned to work and companies pursue increased flexibility. With equity proceeds, WeWork has sufficient liquidity to meet its cash needs under Fitch's base case scenario. Refinancing risk remains high but manageable to the extent capital market conditions remain reasonably favorable. Fitch balances these improvements in WeWork's business and financial profile with the still high degree of uncertainty surrounding the office market environment, COVID-19, and exogenous shocks. Should the office market remain depressed for an elongated period, WeWork would require additional liquidity sources. KEY RATING DRIVERS Liquidity and Funding Plan: Pro forma to the $333 million in trust proceeds plus the $150 million equity backstop from a wholly-owned subsidiary of Cushman & Wakefield, $800 million in PIPE investment, repayment of $350 million secured CP facility, $98 million in transaction expense and related employee payments as well as Fitch's estimated incremental 2H'21 FCF deficit, WeWork will exit 2021 with approximately $1.3 billion in wholly-owned cash. With the new $550 million senior secured SoftBank notes (replacing the undrawn $1.1 billion under the Senior Secured Note Purchase Agreement) WeWork will have approximately $1.85 billion in cash and secured financing commitments (having fully drawn the $2.2 billion SoftBank senior unsecured notes in 2021.) Successful Restructuring: While COVID-19 has severely impacted WeWork's business, delaying its attainment of breakeven profitability, the company successfully exited on amicable terms from over 150 full leases and amended 350 leases year to date. This addresses the meaningful portion of desks that were previously to be built out in locales where the company is no longer targeting expansion. Additionally, right-sizing its portfolio has led to a significant decrease in rent and tenancy costs. The company has reduced overhead expenses by $1.1 billion on a run-rate basis. To the extent WeWork's top-line continues to recover, the company will be better positioned to realize operating leverage, leading to attaining breakeven profitability in 2022. Flexible Workspace Demand Recovery: WeWork's occupancy rate has improved 15 percentage points from its 4Q'20 nadir of 45% (on a pro forma consolidated basis) to 3Q'21. Physical memberships increased 68k (physical desks declined 88k over the same period, reflecting restructuring). WeWork estimates occupancy was 64% at 3Q'21 when accounting for net desk sales of 30k, and projects physical occupancy reaching 74% by year end which would be just below the 75% attained in 4Q'19. Consolidated monthly revenue has increased each month since April and was the highest level for the year in September. Monthly new desk sales have increased on a double- and triple-digit percentage basis since March 2021. As companies pursue hybrid workplaces and re-evaluate their office strategies demand for flexible office space may increase to allow for lease-free contraction/expansion. Fitch expects recovered demand to drive WeWork's occupancy levels to the low- to mid-80% range over the next several years, which would be in line with the company's pre-pandemic occupancy levels. Recovery and Notching: Fitch's recovery analysis assumes that WeWork would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Under its recovery scenario, Fitch assumes 40% of domestic leases and 60% of non-domestic leases default together comprising approximately $19 billion of future remaining rental payments due. Guarantor and non-guarantor leases are approximately proportional to their estimated percentage of revenue. Assumed rejected operating lease claims totalling approximately $1.1 billion less cash security would be pari passu with the senior unsecured notes in addition claims under associated corporate guarantees and surety bonds. Fitch assumes WeWork has fully drawn the availability under its $2.2 billion senior unsecured notes and $550 million senior secured notes. Fitch also assumes $38 million of other loans as of June 30, 2021 are senior secured claims. Fitch estimates WeWork's going concern EBITDA by assuming the guarantor's 71% portion of an estimated normalized 33% location gross margin on $3 billion of revenue or approximately $750 million, reduced by an estimate of normalized, restructured overhead expense of approximately $200 million, reflecting a substantially smaller footprint of continuing operations. Fitch uses a 5x multiple, at the lower end of the 4x-7x range of emergence multiples observed in past restructurings, in reflection of the potential that WeWork's market position and brand is compromised permanently in distress and that the flexible workspace market experiences sustained structural demand declines due to long-term effects of COVID-19. Additionally, Fitch assumes a proportion of value after associated claims exists from JV locations approximately equal to $250 million (approximately $70 million GC EBITDA less a proportion of restructured overhead at a 4x multiple, discounted to the 5x applied to WeWork's domestic locations given a less established presence and weaker market position) is available, although reduced to a degree due to uncertainty over the business model. After assumption of a 10% administrative claim, the distribution of value yields a recovery ranked in the 'RR6' category for the rated senior unsecured notes. DERIVATION SUMMARY Fitch considers factors for highly speculative issuers in a relative fashion. WeWork's business model appears viable exiting the coronavirus pandemic having right sized its footprint and cost structure. FCF has remained consistently negative but has improved over the past year. However, the company's FCF outlook is subject to risks and uncertainties, particularly to the extent office demand is structurally weak over the medium term. WeWork's financial policy while supportive of providing needed liquidity may not be sufficient in the medium term to protect creditors. Fitch does not expect under its base case that WeWork will need to draw on SoftBank's senior secured facility although its existence along with the funds raised from outside investors supports a meaningful liquidity buffer. However, in a more elongated depressed office demand environment, Fitch does not believe WeWork's available liquidity is sufficient. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Approximately $2.6 billion in revenue in 2021 to reflect combined COVID-19 impact, mid-single digit percentage core leased ARPM decline, 135k decline in workstations, offset by an approximately 30 point increase in occupancy; -- Strong double-digit revenue growth in 2022 to reflect build out of COVID-delayed workstations, and low- to mid-single digit ARPPM and mid-single digit occupancy improvement to reflect modest normalization and return to work; high teens revenue growth thereafter; -- Negative location margin in 2021 improving to 2019 levels in 2022 and then normalizing around 30% in 2023 in reflection of occupancy and pricing trends plus exits of underperforming locations; -- Overhead expense as a percentage of revenue at approximately 30% in 2021 and improving to approximately 25% in 2021 and around 20% thereafter in reflection of run-rate restructuring and operating leverage; -- Approximately $200 million in gross capex in 2021 and $250 million to $400 million over '22-'24 based upon reduced location build out due to successful location exit and continued trends in tenant improvement allowance collections; -- No assumed draw of senior secured notes required under base case assumptions. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that WeWork would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated; -- Fitch has assumed a 10% administrative claim. Going Concern Approach -- WeWork's GC EBITDA is based on LTM June 30, 2021 operating EBITDA of approximately negative $1.1 billion, representing the estimated 71% share of consolidated operating EBITDA that guarantor subsidiaries represent; -- The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the valuation of the company; -- The GC EBITDA is approximately $250 million, above LTM EBITDA, to reflect the guarantor's 71% portion of an estimated normalized 33% location gross margin on $3 billion of revenue, adjusted for assumed location exits, or approximately $750 million, reduced by an estimate of normalized, restructured overhead expense of approximately $200 million. EV Multiple Approach An EV multiple of 5x is used to calculate a post-reorganization valuation. The estimate considered the following factors: -- The historical bankruptcy exit multiple for companies WeWork's sector ranged from 4x-7x, with a median reorganization multiple of 6x; -- Current EV multiples of public companies in the Business Services sector trade well above the historical reorganization range. The median forward EV multiple for this sector is about 10x. Historical multiples ranged from 6x-12x; -- WeWork does have unique characteristics that would allow for a higher multiple in its unique brand and stake in JVs; -- However, uncertainty surrounding WeWork's business model and the high degree of strategy and execution risk leads Fitch to utilize a recovery multiple that is below the sector median. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- FCF margin expected to be sustained neutral; -- (CFO-capex)/total debt with equity credit expected to be sustained at or above 1%; -- Total debt with equity credit to operating EBITDA expected to be sustained at or below 6.0x; -- FFO interest coverage expected to be sustained at or above 2.0x; -- Confidence in flexible office demand environment sustainability; -- Operational metrics including occupancy, ARPPM and desk adds that show evidence of consistency with Fitch's base case scenario. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Accelerating negative FCF margin; -- (CFO-capex)/total debt with equity credit expected to be sustained negative; -- Total debt with equity credit to operating EBITDA expected to be sustained at or above 7.0x; -- FFO interest coverage expected to be sustained at or below 1.0x -- Worsening of office demand environment, potentially structurally; -- Operational metrics including occupancy, ARPPM and desk adds that show evidence of consistency with Fitch's stress case scenario. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Near-Term Liquidity: WeWork had cash and cash equivalents of $844 million at June 30, 2021. $103 million of cash was held by the company's variable interest entities (VIEs). On a pro forma basis to the SPAC merger and related transactions, WeWork's liquidity availability totaled approximately $1.7 billion plus an available $550 million senior secured senior secured note commitment from SoftBank. Additionally, WeWork retains access to its uncommitted million LC-backed commercial paper facility, subject to Board and related approvals. Refinancing Risk: WeWork had $669 million of principal outstanding on its May 2025 senior notes, limiting its immediate refinancing risk. The $2.2 billion senior unsecured SoftBank notes also mature in 2025. WeWork's access to the $550 million senior secured SoftBank notes expires in 2023 and the company's LC facility matures in 2023, but SoftBank has agreed to extend its guarantee of the facility until 2024. WeWork remains subject to risk that it is unable to access markets to meet liquidity needs to the extent its funding requirements exceed the proposed financing. ESG CONSIDERATIONS WeWork Inc. has an ESG Relevance Score of '4' for Management Strategy due to ongoing challenges to implement a strategy to achieve sustainable profitability, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. WeWork Inc. has an ESG Relevance Score of '4' for Governance Structure due to SoftBank ownership concentration, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. WeWork Inc. has an ESG Relevance Score of '4' for Group Structure due to the complexity of its structure and related-party transactions with SoftBank, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Except for the matters discussed above, the highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit neutral or have only a minimal credit impact on the entities, either due to their nature or the way in which they are being managed by the entities. ISSUER PROFILE WeWork provides membership-based access to workspace and amenities. It had 575,000 memberships and 762 locations operating in 150 cities across 38 countries as of Sept. 30, 2021 excluding China, India, and Israel, which were deconsolidated and began operating as franchises. WINDSTREAM HOLDINGS: Zayo In Talks to Buy Uniti, Windstream ----------------------------------------------------------- Linda Hardesty of Fierce Telecom reports that Zayo Group and others are in discussions to possibly buy Uniti and its primary client Windstream, according to unnamed sources of the Wall Street Journal. The talks between Zayo and Uniti apparently began in June, at which time the parties were considering a price of $15 a share, or about $3.5 billion for Uniti. But the WSJ's sources say the talks are currently stalled over price. The deal involves a complicated nest of investment and private equity companies. The private company Zayo is owned by the investment firms Digital Bridge and EQT. Zayo went private in 2019 in an $8 billion deal. A research note from Wells Fargo analyst Eric Luebchow said this morning, "Neither company has commented, but we imagine Digital Bridge might have to come up from a $15 offer price to get a deal done." Windstream/Uniti ownership After its bankruptcy restructuring in September 2020, the private company Windstream is now owned by hedge fund Elliott Management and other former creditors. Elliott also has a stake in Uniti. Windstream and Uniti used to be combined, but they were split apart before Windstream’s bankruptcy. Now, Windstream makes payments of nearly $700 million per year to Uniti for fiber leases. According to the WSJ, Zayo's owners think it would be best to bring Uniti and Windstream back together. That way, Windstream wouldn't have to make the huge yearly lease payments to Uniti. And the combined company could focus more on the build-out of broadband. Fiber build-outs could potentially get a huge boost from the federal government if congress passes its infrastructure bill. Companies are preparing for a boom in broadband deployments. Wells Fargo's Luebchow said, "Zayo is perhaps best positioned of any private player to take Uniti private and combine it with Windstream, in our view. Zayo is the largest private fiber company in the U.S. and could extract substantial cost synergies from combining its network with Uniti's and Windstream's." Zayo has a relatively new CEO, Steve Smith, who's been with the company since October 2020. Smith said in August that he wants to grow the company. Zayo has about 126,000 miles of fiber, both dark fiber as well as lit fiber, running to thousands of buildings and data centers in North America and Europe. Recently, Zayo announced the final phase of construction on three new 100% underground, high-capacity, long haul, dark fiber routes connecting key markets across the country. The three new routes cover Atlanta, Georgia to Dallas, Texas; Denver, Colorado to Salt Lake City, Utah; and Eugene to Reedsport, Oregon. About Windstream Holdings Windstream Holdings, Inc., and its subsidiaries provide advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee tapped Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as its financial advisor, and Perella Weinberg Partners LP as investment banker. About Zayo Group Zayo Group, LLC provides bandwidth infrastructure solutions. The Company offers dark fiber, mobile infrastructure, wavelengths, private line, ethernet, carrier-neutral colocation, interconnection, and custom solutions to internet and wireless service providers, media enterprises, and other companies. Zayo Group operates worldwide.[BN] XLMEDICA INC: Unsecured Creditors to Recover 43.49% in 60 Months ---------------------------------------------------------------- XLmedica, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Chapter 11 Plan of Reorganization dated October 19, 2021. The Debtor is a medical supply distribution company. Anna Stahl is the CEO/President and sole shareholder. The Debtor filed for relief under Chapter 11 of the Bankruptcy Code on February 13, 2020. The Debtor has been defending itself in a trademark infringement lawsuit filed in Florida (Case No. 2:19-cv-00769-JES-NPM) brought by Ms. Stahl's former employer, Emcyte Corp. This case was filed in order to give the Debtor a breathing spell so that it can reorganize its financial affairs and resulting from the burden of the trademark infringement lawsuit. The Debtor is proposing a plan period of five years to pay its unsecured creditors as much as it can over that period. Pursuant to 11 U.S.C. §1191(c), when a class votes to not accept the Plan, the Court fixes the period from three years to a maximum of five years. Class 2(a) consists of general unsecured claims. The Debtor estimates that Class 2(a) general unsecured claims total approximately $186,257. The payment of Class 2(a) is contingent on the resolution of the claim in Class 2(b). If Class 2(b) does not obtain a monetary judgment(s) against the Debtor, then Class 2(a) will be paid $81,000 (estimated to pay 43.49% of each claim) over five-years, to be shared pro rata amongst the claimants on the following payment schedule: * $1,000 per month from months 1 through 24; * $1,250 per month from months 25 through 36; * $1,500 per month from months 37 through 48; * $2,000 per month from months 49 through 60; Payments will start on the first day of the first month following the Effective Date. If Class 2(b) does obtain a monetary judgment(s) against the Debtor, then Class 2(a) will be paid as follows: * The total claim amount of Class 2(b) will be added to the current Class 2(a) general unsecured claims which total approximately $186,257; * 30 days from the date of entry of a judgment(s) and the expiration of the appeals period, the Debtor will recalculate payments to Class 2(a) as of the effective date to include the Class 2(b) claims; * The Debtor will reduce the monthly payments to the Class 2(a) claimants accordingly; * If the recalculated payments make the Plan infeasible, the Debtor will file a motion to reopen to modify its Plan to address feasibility. Class 2(b) consists of the claim of EmCyte Corp. This claim is unliquidated, contingent, and disputed general unsecured claims subject disallowance pursuant to a claim objection. EmCyte filed a proof of claim of $200,000 on June 5, 2020. The claim is being litigated in federal and state court. As such, the Debtor filed its Objection to EmCyte Corp.'s Proof of Claim No. 1 on October 7, 2021; the hearing is set for November 10, 2021. Payment for Class 2(b) is contingent on whether the claimant obtains a monetary judgment(s) against the Debtor. If claimant obtains a monetary judgment(s), Class 2(b) will be paid as follows: * Claimants will be paid in Class 2(a) as a general unsecured claim pursuant to the treatment as stated in Class 2(a); * 30 days from the date of entry of a judgment(s) and the expiration of the appeals period, the Debtor will recalculate payments to Class 2(a) as of the effective date to include the Class 2(b) claims; * The Debtor will reduce the monthly payments to the Class 2(a) claimants accordingly; * If the recalculated payments make the Plan infeasible, the Debtor will file a motion to reopen to modify its Plan to address feasibility. The Plan proposes to pay unsecured creditors $81,000 over 60 months or 43.49% of their total unsecured claims. The unsecured creditors are therefore getting far more than they would receive in a Chapter 7 liquidation. The Debtor's owner will retain her ownership interest in the Debtor. The Debtor will fund the Plan from its business operations and the funds it has/will have accumulated in its DIP bank accounts. A full-text copy of the Plan of Reorganization dated October 19, 2021, is available at https://bit.ly/2ZpoEmv from PacerMonitor.com at no charge. Attorneys for Debtor: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 E-mail: roksana@RHMFirm.com matt@RHMFirm.com About XLmedica, Inc. XLmedica, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 20-11634) on Feb. 13, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Roksana D. Moradi-Brovia, Esq., at Resnik Hayes Moradi LLP. YOUFIT HEALTH: To Spend $20-Mil. to Rebrand After Bankruptcy ------------------------------------------------------------ Julian Quintana, writing for South Florida Business Journal, reports that YouFit Health Clubs spends $20 million to rebrand after bankruptcy proceedings and turbulent months. Deerfield Beach-based YouFit Health clubs will become YouFit Gyms as part of a $20 million rebrand in an effort to reignite the business following a turbulent 2020. The company will renovate 80 gyms across 10 states and add amenities to lure customers, including on-demand workouts from home and personalized nutrition programs through a partnership with San Francisco-based digital health company EatLove. YouFit officially enters its new chapter Oct. 25, 2021, following bankruptcy proceedings and a leadership shakeup that came with the Covid-19 health crisis. "The previous leadership did not treat our clients well during that Covid period, and we've got some work to do to earn back that trust," said Brian Vahaly, who was appointed CEO in February. "All I can ask is for them to give us another shot." In May 2020, the fitness chain was hit with a class action lawsuit by a Tampa patron over its venue closures. A month later, founder and CEO Rick Berts and his daughter decided to step down from the company, citing "philosophical differences." Berts launched YouFit in 2008 in St. Petersburg. YouFit wasn't the only fitness chain weighed down by the pandemic. It affected the performances of gyms including Gold's Gym International, 24 Hour Fitness and Cyc Fitness, which all filed for bankruptcy. In November, YouFit filed for Chapter 11 protection, as well. On Feb. 18, 2021 YouFit announced former professional tennis player and private equity expert Vahaly would lead the company as CEO and take it in a different direction. One of the first locations to sport the rebrand will be in Tampa. The pandemic, experts say, has permanently changed the fitness industry. Gyms lost billions of dollars and 17% of clubs closed down. About YouFit Health Clubs YouFit Health Clubs, LLC, and its affiliates -- https://www.youfit.com/ -- own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Honorable Mary F. Walrath is the case judge. The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel, FocalPoint Securities LLC as an investment banker, Red Banyan Group LLC as a communications consultant, and Hilco Real Estate LLC as a real estate advisor. Donlin Recano & Company Inc. is the claims agent. On November 18, 2020, the U.S. Trustee for Region 3 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Berger Singerman LLP and Pachulski Stang Ziehl & Jones LLP as its legal counsel, and Dundon Advisers LLC as its financial advisor. ZAREPHATH ACADEMY: Continued Operations to Plan Fund ---------------------------------------------------- Zarephath Academy Inc. and Apostolic Assemblies of Jesus Christ Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida a Joint Chapter 11 Plan of Reorganization dated October 19, 2021. Debtor Zarephath Academy Inc. ("ZAI") is a Christian based specialty school founded in 2006 by Bishop James Brant Jr. and his wife, Dr. Denise Brant. Apostolic Assemblies of Jesus Christ, Inc. ("AAJC") dates to 1996 and is the spiritual companion to ZAI. The 10th Street Property is owned by AAJC, and encumbered by secured and unsecured debt held by SMS Financial CP, LLC. The 10th Street Property is subject to a foreclosure proceeding currently pending in the Circuit Court, Fourth Judicial Circuit in and for Duval County, Florida, styled as SMS Financial CP, LLC v. Apostolic Assemblies of Jesus Christ, Inc.; Case No.: 16-2019-CA 001371. AAJC is confident that it will be able to secure a consensual resolution of the SMS debt via these Bankruptcy Cases. The Debtors propose the Plan for the resolution of the outstanding claims against and equity interests in the Debtors. The Plan will treat claims as follows: * Class 4 shall consist of the Secured Claim of SMS Financial, LLC. SMS Financial shall be allowed a Secured Claim in the amount of $625,000 to be paid with a down payment of $250,000 within 45 days of entry of the Confirmation Order and the remaining $375,000 to be paid in monthly payments of $7,162.94. The Debtors shall be responsible for making all required payments to Class 4, and such payments shall not be made via the Subchapter V Trustee. * Class 5 shall consist of the Secured Claim of General Sign. The allowed Class 5 Claim of General Sign shall be paid in accordance with the real estate purchase and sale agreement entered into between Apostolic Assemblies of Jesus Christ and General Sign, which provides for payments of $699.83 per month through December 2025. The Debtors shall be responsible for making all required payments to Class 5, and such payments shall not be made via the Subchapter V Trustee. * Class 6 shall consist of the Unsecured Claim of Regions Bank. Class 6 consists of a PPP loan from Regions Bank. It is anticipated the loan comprising this Claim will be forgiven and require no repayment. If any or all of the loan is not forgiven, the Plan will be amended to facilitate payments on the Allowed Class 6 Claim. * Class 7 shall consist of the Unsecured Claim of the Florida Department of Agriculture and Consumer Services. The Debtors shall continue to fund the settlement agreement entered into between Zarephath Academy Inc. in accordance with its terms. The Debtors shall be responsible for making all required payments to Class 7, and such payments shall not be made via the Subchapter V Trustee. * Class 8 shall consist of General Unsecured Claims. As of the date of this Plan the Debtors have no General Unsecured Claims. To the extent the Debtors have any General Unsecured Claims, such claims will be paid in full. * Class 9 shall consist of all Interests in the Debtors. Holders of Class 9 Interests will receive no distributions under the Plan. The Plan is premised upon the continued operations of the Debtors' operations, including most specifically the school, and (i) the receipt of grant money through the Emergency NonPublic Assistance School Program, and (ii) loans from affiliated churches. A full-text copy of the Joint Plan of Reorganization dated October 19, 2021, is available at https://bit.ly/3CbFeo4 from PacerMonitor.com at no charge. Attorney for Zarephath Academy, Inc. and Apostolic Assemblies: THE LAW OFFICES OF ERIC N. MCKAY Florida Bar No. 0010215 3948 3rd Street South, Suite 297 Jacksonville Beach, Florida, 32250-5847 (904) 651-8256 eric@ericmckaylaw.com About Zarephath Academy Zarephath Academy Inc. and Apostolic Assemblies of Jesus Christ Inc. filed voluntary petitions for Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 21-01792) on July 21, 2021, listing up to $1 million in assets and up to $10 million in liabilities. Jerry Brand, president, signed the petitions. Judge Roberta A. Colton oversees the cases. The Debtors tapped Eric N. McKay, Esq., at The Law Offices of Eric N. Mckay as legal counsel; Jessica Leonard of Legacy Financial Services and Business Solutions, LLC as bookkeeper and financial advisor; and Keith Johnson as accountant. 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(485.0) MCKESSON CORP MCK1EUR EZ 62,894.0 (38.0) (485.0) MCKESSON CORP MCK US 62,894.0 (38.0) (485.0) MCKESSON CORP MCK GZ 62,894.0 (38.0) (485.0) MCKESSON-BDR M1CK34 BZ 62,894.0 (38.0) (485.0) MEDIAALPHA INC-A MAX US 236.4 (79.2) 41.0 METAMATERIAL EXC MMAX CN 15.0 (1.6) 2.6 METAMATERIAL EXC CZQEUR EU 15.0 (1.6) 2.6 METROMILE INC MILE US 202.2 (57.0) - MIROMATRIX MEDIC MIRO US 67.1 63.4 64.3 MONEYGRAM INTERN 9M1N GR 4,473.0 (168.2) (18.4) MONEYGRAM INTERN 9M1N QT 4,473.0 (168.2) (18.4) MONEYGRAM INTERN MGIEUR EZ 4,473.0 (168.2) (18.4) MONEYGRAM INTERN MGI US 4,473.0 (168.2) (18.4) MONEYGRAM INTERN MGIEUR EU 4,473.0 (168.2) (18.4) MONEYGRAM INTERN 9M1N TH 4,473.0 (168.2) (18.4) MOTOROLA SOL-BDR M1SI34 BZ 11,131.0 (344.0) 1,476.0 MOTOROLA SOL-CED MSI AR 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MTLA GR 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MOT TE 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MSI US 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MTLA TH 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MTLA QT 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MSI1EUR EZ 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MOSI AV 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MSI1EUR EU 11,131.0 (344.0) 1,476.0 MOTOROLA SOLUTIO MTLA GZ 11,131.0 (344.0) 1,476.0 MSCI INC MSCI US 4,791.1 (367.8) 1,607.9 MSCI INC 3HM GR 4,791.1 (367.8) 1,607.9 MSCI INC 3HM GZ 4,791.1 (367.8) 1,607.9 MSCI INC MSCIEUR EZ 4,791.1 (367.8) 1,607.9 MSCI INC 3HM SW 4,791.1 (367.8) 1,607.9 MSCI INC MSCI* MM 4,791.1 (367.8) 1,607.9 MSCI INC 3HM QT 4,791.1 (367.8) 1,607.9 MSCI INC 3HM TH 4,791.1 (367.8) 1,607.9 MSCI INC MSCI PE 4,791.1 (367.8) 1,607.9 MSCI INC MSCI AV 4,791.1 (367.8) 1,607.9 MSCI INC MSCI-RM RM 4,791.1 (367.8) 1,607.9 MSCI INC-BDR M1SC34 BZ 4,791.1 (367.8) 1,607.9 NATHANS FAMOUS NATH US 114.0 (58.1) 85.0 NATHANS FAMOUS NFA GR 114.0 (58.1) 85.0 NATHANS FAMOUS NATHEUR EU 114.0 (58.1) 85.0 NATIONAL CINEMED NCMI US 851.0 (349.0) 122.1 NEIGHBOURLY PHAR NBLY CN 504.1 319.8 123.0 NEUROPACE INC NPCE US 147.0 88.7 138.8 NEW ENG RLTY-LP NEN US 290.2 (43.5) - NEXIMMUNE INC NEXI US 115.4 109.9 105.7 NEXIMMUNE INC 737 GR 115.4 109.9 105.7 NEXIMMUNE INC 737 TH 115.4 109.9 105.7 NEXIMMUNE INC NEXI1EUR EU 115.4 109.9 105.7 NEXIMMUNE INC 737 GZ 115.4 109.9 105.7 NOBLE CORP NE US 2,150.5 1,385.7 195.7 NOBLE ROCK ACQ-A NRAC US 243.3 223.0 1.6 NOBLE ROCK ACQUI NRACU US 243.3 223.0 1.6 NORTHERN OIL AND 4LT1 GR 1,091.8 (168.2) (161.2) NORTHERN OIL AND NOG US 1,091.8 (168.2) (161.2) NORTHERN OIL AND NOG1EUR EU 1,091.8 (168.2) (161.2) NORTHERN OIL AND 4LT1 TH 1,091.8 (168.2) (161.2) NORTHERN OIL AND 4LT1 GZ 1,091.8 (168.2) (161.2) NORTONLIFEL- BDR S1YM34 BZ 6,565.0 (497.0) (435.0) NORTONLIFELOCK I NLOK US 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYM TH 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYM GR 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYMC TE 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYM QT 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYM SW 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYMCEUR EZ 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYMC AV 6,565.0 (497.0) (435.0) NORTONLIFELOCK I NLOK* MM 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYMCEUR EU 6,565.0 (497.0) (435.0) NORTONLIFELOCK I SYM GZ 6,565.0 (497.0) (435.0) NORTONLIFELOCK I NLOK-RM RM 6,565.0 (497.0) (435.0) NRX PHARMACEUTIC NRXP US 18.5 (17.4) (16.9) NRX PHARMACEUTIC B1QB GR 18.5 (17.4) (16.9) NRX PHARMACEUTIC BRPAEUR EU 18.5 (17.4) (16.9) NRX PHARMACEUTIC BRPAEUR EZ 18.5 (17.4) (16.9) NRX PHARMACEUTIC B1QB GZ 18.5 (17.4) (16.9) NRX PHARMACEUTIC B1QB TH 18.5 (17.4) (16.9) NRX PHARMACEUTIC B1QB QT 18.5 (17.4) (16.9) NUTANIX INC - A NTNX US 2,277.5 (1,012.0) 634.4 NUTANIX INC - A NTNXEUR EZ 2,277.5 (1,012.0) 634.4 NUTANIX INC - A 0NU GZ 2,277.5 (1,012.0) 634.4 NUTANIX INC - A 0NU GR 2,277.5 (1,012.0) 634.4 NUTANIX INC - A NTNXEUR EU 2,277.5 (1,012.0) 634.4 NUTANIX INC - A 0NU TH 2,277.5 (1,012.0) 634.4 NUTANIX INC - A 0NU QT 2,277.5 (1,012.0) 634.4 OMEROS CORP OMER US 145.4 (246.3) 64.7 OMEROS CORP 3O8 GR 145.4 (246.3) 64.7 OMEROS CORP 3O8 TH 145.4 (246.3) 64.7 OMEROS CORP OMEREUR EU 145.4 (246.3) 64.7 OMEROS CORP 3O8 QT 145.4 (246.3) 64.7 OMEROS CORP 3O8 GZ 145.4 (246.3) 64.7 ONCOLOGY PHARMA ONPH US 0.043 (0.446) (0.446) ORACLE BDR ORCL34 BZ 122,924.0 (1,130.0) 24,046.0 ORACLE CO-CEDEAR ORCLC AR 122,924.0 (1,130.0) 24,046.0 ORACLE CO-CEDEAR ORCL AR 122,924.0 (1,130.0) 24,046.0 ORACLE CO-CEDEAR ORCLD AR 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCL* MM 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCL US 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORC GR 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORC TH 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCL TE 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCL SW 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCLEUR EU 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORC QT 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCLEUR EZ 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCL CI 122,924.0 (1,130.0) 24,046.0 ORACLE CORP 0R1Z LN 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCL AV 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCLUSD SW 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORC GZ 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCLCL CI 122,924.0 (1,130.0) 24,046.0 ORACLE CORP ORCL-RM RM 122,924.0 (1,130.0) 24,046.0 ORGANON & CO OGN US 10,908.0 (1,934.0) 936.0 ORGANON & CO 7XP TH 10,908.0 (1,934.0) 936.0 ORGANON & CO OGN-WEUR EU 10,908.0 (1,934.0) 936.0 ORGANON & CO 7XP GR 10,908.0 (1,934.0) 936.0 ORGANON & CO OGN* MM 10,908.0 (1,934.0) 936.0 ORGANON & CO 7XP GZ 10,908.0 (1,934.0) 936.0 ORGANON & CO 7XP QT 10,908.0 (1,934.0) 936.0 ORGANON & CO OGN-RM RM 10,908.0 (1,934.0) 936.0 ORTHO CLINCICAL OCDX US 3,304.2 375.5 389.8 ORTHO CLINCICAL OCDXEUR EU 3,304.2 375.5 389.8 ORTHO CLINCICAL 41V TH 3,304.2 375.5 389.8 OTIS WORLDWI OTIS US 10,857.0 (3,254.0) (35.0) OTIS WORLDWI 4PG GR 10,857.0 (3,254.0) (35.0) OTIS WORLDWI 4PG GZ 10,857.0 (3,254.0) (35.0) OTIS WORLDWI OTISEUR EU 10,857.0 (3,254.0) (35.0) OTIS WORLDWI OTISEUR EZ 10,857.0 (3,254.0) (35.0) OTIS WORLDWI OTIS* MM 10,857.0 (3,254.0) (35.0) OTIS WORLDWI 4PG TH 10,857.0 (3,254.0) (35.0) OTIS WORLDWI 4PG QT 10,857.0 (3,254.0) (35.0) OTIS WORLDWI OTIS AV 10,857.0 (3,254.0) (35.0) OTIS WORLDWI OTIS-RM RM 10,857.0 (3,254.0) (35.0) OTIS WORLDWI-BDR O1TI34 BZ 10,857.0 (3,254.0) (35.0) PANAMERA HOLDING PHCI US 0.00016 (0.15) (0.15) PAPA JOHN'S INTL PZZA US 855.7 (141.1) (54.2) PAPA JOHN'S INTL PP1 GR 855.7 (141.1) (54.2) PAPA JOHN'S INTL PP1 GZ 855.7 (141.1) (54.2) PAPA JOHN'S INTL PZZAEUR EU 855.7 (141.1) (54.2) PAPA JOHN'S INTL PP1 TH 855.7 (141.1) (54.2) PAPA JOHN'S INTL PZZAEUR EZ 855.7 (141.1) (54.2) PAPA JOHN'S INTL PP1 QT 855.7 (141.1) (54.2) PARATEK PHARMACE PRTK US 179.6 (99.3) 132.5 PARATEK PHARMACE N4CN GR 179.6 (99.3) 132.5 PARATEK PHARMACE N4CN TH 179.6 (99.3) 132.5 PARATEK PHARMACE N4CN GZ 179.6 (99.3) 132.5 PET VALU HOLDING PET CN 533.6 (152.2) 36.2 PHASEBIO PHARMAC PHAS US 100.6 (19.2) 72.3 PHASEBIO PHARMAC 2K4 GR 100.6 (19.2) 72.3 PHASEBIO PHARMAC 2K4 TH 100.6 (19.2) 72.3 PHASEBIO PHARMAC 2K4 QT 100.6 (19.2) 72.3 PHASEBIO PHARMAC PHASEUR EU 100.6 (19.2) 72.3 PHASEBIO PHARMAC 2K4 GZ 100.6 (19.2) 72.3 PHILIP MORRI-BDR PHMO34 BZ 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN 4I1 GR 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PM US 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PM1CHF EU 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PM1 TE 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN 4I1 TH 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PM1EUR EU 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PMI SW 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PMIZ EB 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PMIZ IX 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN 4I1 QT 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PM1CHF EZ 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PM1EUR EZ 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PM* MM 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN 0M8V LN 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PMOR AV 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN 4I1 GZ 41,589.0 (8,632.0) (31.0) PHILIP MORRIS IN PM-RM RM 41,589.0 (8,632.0) (31.0) PLANET FITNESS I P2LN34 BZ 1,899.6 (679.4) 446.2 PLANET FITNESS-A PLNT US 1,899.6 (679.4) 446.2 PLANET FITNESS-A 3PL TH 1,899.6 (679.4) 446.2 PLANET FITNESS-A 3PL GR 1,899.6 (679.4) 446.2 PLANET FITNESS-A PLNT1EUR EZ 1,899.6 (679.4) 446.2 PLANET FITNESS-A 3PL QT 1,899.6 (679.4) 446.2 PLANET FITNESS-A PLNT1EUR EU 1,899.6 (679.4) 446.2 PLANET FITNESS-A 3PL GZ 1,899.6 (679.4) 446.2 PLANTRONICS INC POLY US 2,135.1 (112.6) 207.9 PLANTRONICS INC PTM GR 2,135.1 (112.6) 207.9 PLANTRONICS INC PLTEUR EU 2,135.1 (112.6) 207.9 PLANTRONICS INC PTM GZ 2,135.1 (112.6) 207.9 PLANTRONICS INC PTM TH 2,135.1 (112.6) 207.9 PLANTRONICS INC PTM QT 2,135.1 (112.6) 207.9 PPD INC PPD US 6,749.1 (506.7) 501.2 QUALTRICS INT-A XM US 1,442.6 18.9 274.6 QUALTRICS INT-A 5DX0 QT 1,442.6 18.9 274.6 QUALTRICS INT-A 5DX0 GZ 1,442.6 18.9 274.6 QUALTRICS INT-A 5DX0 GR 1,442.6 18.9 274.6 QUALTRICS INT-A XM1EUR EU 1,442.6 18.9 274.6 QUALTRICS INT-A 5DX0 TH 1,442.6 18.9 274.6 QUANTUM CORP QNT2 GR 178.2 (112.9) (12.6) QUANTUM CORP QMCO US 178.2 (112.9) (12.6) QUANTUM CORP QTM1EUR EU 178.2 (112.9) (12.6) QUANTUM CORP QNT2 TH 178.2 (112.9) (12.6) RADIUS HEALTH IN RDUS US 192.9 (227.1) 102.8 RADIUS HEALTH IN 1R8 GR 192.9 (227.1) 102.8 RADIUS HEALTH IN 1R8 TH 192.9 (227.1) 102.8 RADIUS HEALTH IN 1R8 QT 192.9 (227.1) 102.8 RADIUS HEALTH IN RDUSEUR EU 192.9 (227.1) 102.8 RADIUS HEALTH IN RDUSEUR EZ 192.9 (227.1) 102.8 RAPID7 INC RPD US 1,240.3 (95.4) 343.6 RAPID7 INC R7D GR 1,240.3 (95.4) 343.6 RAPID7 INC R7D SW 1,240.3 (95.4) 343.6 RAPID7 INC R7D TH 1,240.3 (95.4) 343.6 RAPID7 INC RPDEUR EU 1,240.3 (95.4) 343.6 RAPID7 INC RPD* MM 1,240.3 (95.4) 343.6 RAPID7 INC R7D GZ 1,240.3 (95.4) 343.6 REVLON INC-A RVL1 GR 2,418.8 (2,020.0) 269.8 REVLON INC-A REV US 2,418.8 (2,020.0) 269.8 REVLON INC-A REV* MM 2,418.8 (2,020.0) 269.8 REVLON INC-A RVL1 TH 2,418.8 (2,020.0) 269.8 REVLON INC-A REVEUR EU 2,418.8 (2,020.0) 269.8 RIMINI STREET IN RMNI US 272.1 (77.1) (66.1) RIMINI STREET IN 0QH GR 272.1 (77.1) (66.1) RIMINI STREET IN RMNIEUR EU 272.1 (77.1) (66.1) RIMINI STREET IN 0QH QT 272.1 (77.1) (66.1) ROCKLEY PHOTONIC RKLY US 93.9 53.3 (2.0) RR DONNELLEY & S DLLN TH 3,000.9 (243.8) 502.7 RR DONNELLEY & S DLLN GR 3,000.9 (243.8) 502.7 RR DONNELLEY & S RRD US 3,000.9 (243.8) 502.7 RR DONNELLEY & S RRDEUR EU 3,000.9 (243.8) 502.7 RR DONNELLEY & S DLLN GZ 3,000.9 (243.8) 502.7 RYMAN HOSPITALIT 4RH GR 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT RHP US 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT 4RH TH 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT 4RH QT 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT RHPEUR EZ 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT RHPEUR EU 3,552.3 (25.8) (9.9) SABRE CORP SABR US 5,608.4 (159.8) 939.4 SABRE CORP 19S GR 5,608.4 (159.8) 939.4 SABRE CORP 19S TH 5,608.4 (159.8) 939.4 SABRE CORP SABREUR EZ 5,608.4 (159.8) 939.4 SABRE CORP 19S QT 5,608.4 (159.8) 939.4 SABRE CORP SABREUR EU 5,608.4 (159.8) 939.4 SABRE CORP 19S GZ 5,608.4 (159.8) 939.4 SBA COMM CORP 4SB GR 9,960.3 (4,824.6) (143.8) SBA COMM CORP SBAC US 9,960.3 (4,824.6) (143.8) SBA COMM CORP 4SB QT 9,960.3 (4,824.6) (143.8) SBA COMM CORP SBACEUR EU 9,960.3 (4,824.6) (143.8) SBA COMM CORP SBACEUR EZ 9,960.3 (4,824.6) (143.8) SBA COMM CORP 4SB TH 9,960.3 (4,824.6) (143.8) SBA COMM CORP SBAC* MM 9,960.3 (4,824.6) (143.8) SBA COMM CORP 4SB GZ 9,960.3 (4,824.6) (143.8) SBA COMMUN - BDR S1BA34 BZ 9,960.3 (4,824.6) (143.8) SCIENTIFIC GAMES TJW TH 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES TJW GZ 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES SGMS US 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES TJW GR 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES SGMS1EUR EZ 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES TJW QT 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES SGMS1EUR EU 7,762.0 (2,370.0) 1,237.0 SEAWORLD ENTERTA SEASEUR EU 2,786.7 (21.3) 243.7 SEAWORLD ENTERTA SEAS US 2,786.7 (21.3) 243.7 SEAWORLD ENTERTA W2L GR 2,786.7 (21.3) 243.7 SEAWORLD ENTERTA W2L TH 2,786.7 (21.3) 243.7 SELECTA BIOSCIEN SELB US 180.5 (4.2) 79.5 SELECTA BIOSCIEN 1S7 GR 180.5 (4.2) 79.5 SELECTA BIOSCIEN SELBEUR EU 180.5 (4.2) 79.5 SELECTA BIOSCIEN 1S7 TH 180.5 (4.2) 79.5 SELECTA BIOSCIEN 1S7 GZ 180.5 (4.2) 79.5 SENSEONICS HLDGS SENS US 235.1 (312.6) 159.2 SHARECARE INC SHCR US 437.2 86.8 16.3 SHELL MIDSTREAM SHLX US 2,327.0 (467.0) 352.0 SHOALS TECHNOL-A SHLS US 273.7 (34.7) 64.3 SIENTRA INC SIEN US 190.5 (30.9) 79.5 SIENTRA INC S0Z GR 190.5 (30.9) 79.5 SIENTRA INC SIEN3EUR EU 190.5 (30.9) 79.5 SINCLAIR BROAD-A SBGIEUR EZ 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBGI US 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBTA GR 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBTA TH 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBTA QT 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBGIEUR EU 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBTA GZ 12,780.0 (1,362.0) 1,621.0 SIRIUS XM HO-BDR SRXM34 BZ 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN SIRI US 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN RDO GR 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN RDO TH 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN RDO QT 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN SIRIEUR EZ 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN SIRI AV 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN SIRIEUR EU 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN RDO GZ 11,201.0 (2,515.0) (1,808.0) SIX FLAGS ENTERT 6FE GR 2,928.4 (617.2) (115.4) SIX FLAGS ENTERT SIX US 2,928.4 (617.2) (115.4) SIX FLAGS ENTERT 6FE QT 2,928.4 (617.2) (115.4) SIX FLAGS ENTERT 6FE TH 2,928.4 (617.2) (115.4) SIX FLAGS ENTERT SIXEUR EU 2,928.4 (617.2) (115.4) SKYWATER TECHNOL SKYT US 318.8 95.5 63.8 SLEEP NUMBER COR SL2 GR 854.5 (403.7) (659.1) SLEEP NUMBER COR SNBR US 854.5 (403.7) (659.1) SLEEP NUMBER COR SNBREUR EU 854.5 (403.7) (659.1) SLEEP NUMBER COR SL2 TH 854.5 (403.7) (659.1) SLEEP NUMBER COR SL2 QT 854.5 (403.7) (659.1) SLEEP NUMBER COR SL2 GZ 854.5 (403.7) (659.1) SOFTCHOICE CORP SFTC CN 558.3 49.7 (64.1) SOFTCHOICE CORP 90Q GR 558.3 49.7 (64.1) SOFTCHOICE CORP SFTCEUR EU 558.3 49.7 (64.1) SOFTCHOICE CORP 90Q GZ 558.3 49.7 (64.1) SOUTHWESTRN ENGY SW5 TH 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SW5 GR 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SWN US 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SW5 QT 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SWN1EUR EU 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SWN1EUR EZ 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SW5 GZ 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SWN-RM RM 5,394.0 (18.0) (1,351.0) SQUARESPACE -BDR S2QS34 BZ 867.2 (38.2) (77.3) SQUARESPACE IN-A SQSP US 867.2 (38.2) (77.3) SQUARESPACE IN-A 8DT GR 867.2 (38.2) (77.3) SQUARESPACE IN-A 8DT GZ 867.2 (38.2) (77.3) SQUARESPACE IN-A SQSPEUR EU 867.2 (38.2) (77.3) SQUARESPACE IN-A 8DT TH 867.2 (38.2) (77.3) SQUARESPACE IN-A 8DT QT 867.2 (38.2) (77.3) STAGWELL INC STGW US 1,587.2 (383.1) (137.2) STAGWELL INC 6IY GR 1,587.2 (383.1) (137.2) STAGWELL INC STGWEUR EU 1,587.2 (383.1) (137.2) STARBUCKS CORP SBUX* MM 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SRB GR 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SRB TH 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX US 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX SW 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SRB QT 29,476.8 (6,794.3) 131.9 STARBUCKS CORP USSBUX KZ 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUXEUR EZ 29,476.8 (6,794.3) 131.9 STARBUCKS CORP 0QZH LI 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX CI 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX AV 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUXEUR EU 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX TE 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX IM 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUXUSD SW 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SRB GZ 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX-RM RM 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUXCL CI 29,476.8 (6,794.3) 131.9 STARBUCKS-BDR SBUB34 BZ 29,476.8 (6,794.3) 131.9 STARBUCKS-CEDEAR SBUXD AR 29,476.8 (6,794.3) 131.9 STARBUCKS-CEDEAR SBUX AR 29,476.8 (6,794.3) 131.9 SWITCHBACK II CO SWBK/U US 317.3 287.3 0.5 SWITCHBACK II-A SWBK US 317.3 287.3 0.5 TASTEMAKER ACQ-A TMKR US 279.7 252.5 0.8 TASTEMAKER ACQUI TMKRU US 279.7 252.5 0.8 THUNDER BRIDGE C TBCPU US 415.0 389.1 (10.4) THUNDER BRIDGE C THCPU US 0.426 (0.006) (0.380) THUNDER BRIDGE-A TBCP US 415.0 389.1 (10.4) THUNDER BRIDGE-A THCP US 0.4261 (0.0062) (0.3799) TORRID HOLDINGS CURV US 662.5 (157.6) 30.6 TPB ACQUISITIN I TPBAU US 0.761 (0.040) (0.726) TRANSAT A.T. TRZ CN 1,928.5 (191.2) 150.9 TRANSDIGM - BDR T1DG34 BZ 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP TDG US 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP T7D GR 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP TDGEUR EU 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP T7D QT 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP TDGEUR EZ 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP TDG* MM 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP T7D TH 19,089.0 (3,132.0) 5,087.0 TRANSPHORM INC TGAN US 14.0 (31.0) (6.1) TRAVEL + LEISURE WD5A TH 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WD5A QT 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WYNEUR EU 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WD5A GR 6,639.0 (918.0) 653.0 TRAVEL + LEISURE TNL US 6,639.0 (918.0) 653.0 TRAVEL + LEISURE 0M1K LI 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WD5A GZ 6,639.0 (918.0) 653.0 TRISTAR ACQUISIT TRIS/U US 0.560 (0.096) (0.613) TRIUMPH GROUP TG7 GR 1,883.5 (826.2) 444.5 TRIUMPH GROUP TGI US 1,883.5 (826.2) 444.5 TRIUMPH GROUP TG7 TH 1,883.5 (826.2) 444.5 TRIUMPH GROUP TGIEUR EU 1,883.5 (826.2) 444.5 TRIUMPH GROUP TG7 GZ 1,883.5 (826.2) 444.5 TUPPERWARE BRAND TUP GR 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP US 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP QT 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP1EUR EZ 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP SW 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP TH 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP1EUR EU 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP GZ 1,194.4 (112.8) (341.6) UNISYS CORP USY1 TH 2,376.3 (263.8) 467.3 UNISYS CORP USY1 GR 2,376.3 (263.8) 467.3 UNISYS CORP UIS US 2,376.3 (263.8) 467.3 UNISYS CORP UIS1 SW 2,376.3 (263.8) 467.3 UNISYS CORP UISEUR EU 2,376.3 (263.8) 467.3 UNISYS CORP UISCHF EU 2,376.3 (263.8) 467.3 UNISYS CORP UISEUR EZ 2,376.3 (263.8) 467.3 UNISYS CORP UISCHF EZ 2,376.3 (263.8) 467.3 UNISYS CORP USY1 GZ 2,376.3 (263.8) 467.3 UNISYS CORP USY1 QT 2,376.3 (263.8) 467.3 UNITI GROUP INC 8XC GR 4,745.4 (2,133.4) - UNITI GROUP INC UNIT US 4,745.4 (2,133.4) - UNITI GROUP INC 8XC TH 4,745.4 (2,133.4) - UNITI GROUP INC 8XC GZ 4,745.4 (2,133.4) - VECTOR GROUP LTD VGR US 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGR GR 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGR QT 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGREUR EZ 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGR TH 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGREUR EU 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGR GZ 1,496.4 (592.0) 472.2 VENTYX BIOSCIENC VTYX US - - - VERA THERAPEUTIC VERA US 97.6 92.2 92.1 VERISIGN INC VRS TH 1,741.4 (1,417.8) 190.7 VERISIGN INC VRS GR 1,741.4 (1,417.8) 190.7 VERISIGN INC VRSN US 1,741.4 (1,417.8) 190.7 VERISIGN INC VRS QT 1,741.4 (1,417.8) 190.7 VERISIGN INC VRSNEUR EZ 1,741.4 (1,417.8) 190.7 VERISIGN INC VRSN* MM 1,741.4 (1,417.8) 190.7 VERISIGN INC VRSNEUR EU 1,741.4 (1,417.8) 190.7 VERISIGN INC VRS GZ 1,741.4 (1,417.8) 190.7 VERISIGN INC-BDR VRSN34 BZ 1,741.4 (1,417.8) 190.7 VERISIGN-CEDEAR VRSN AR 1,741.4 (1,417.8) 190.7 VINCO VENTURES I BBIG US 121.3 (27.5) 71.8 VIVINT SMART HOM VVNT US 2,973.8 (1,630.6) (327.2) W&T OFFSHORE INC UWV GR 1,139.0 (259.8) 57.4 W&T OFFSHORE INC WTI US 1,139.0 (259.8) 57.4 W&T OFFSHORE INC UWV TH 1,139.0 (259.8) 57.4 W&T OFFSHORE INC WTI1EUR EU 1,139.0 (259.8) 57.4 W&T OFFSHORE INC UWV GZ 1,139.0 (259.8) 57.4 WALDENCAST ACQ-A WALD US 346.3 301.9 1.0 WALDENCAST ACQUI WALDU US 346.3 301.9 1.0 WARRIOR TECHN-A WARR US 0.372 (0.036) (0.406) WARRIOR TECHNOLO WARR/U US 0.372 (0.036) (0.406) WAYFAIR INC- A W US 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A W* MM 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A 1WF GR 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A 1WF TH 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A WEUR EU 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A 1WF GZ 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A WEUR EZ 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A 1WF QT 4,681.2 (1,541.9) 908.2 WIDEOPENWEST INC WOW1EUR EZ 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WU5 TH 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WU5 GR 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WU5 QT 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WOW1EUR EU 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WOW US 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WU5 GZ 2,487.3 (184.2) (129.1) WINGSTOP INC WING US 234.3 (322.2) 33.1 WINGSTOP INC EWG GR 234.3 (322.2) 33.1 WINGSTOP INC WING1EUR EU 234.3 (322.2) 33.1 WINGSTOP INC EWG GZ 234.3 (322.2) 33.1 WINMARK CORP WINA US 55.0 (12.8) 33.6 WINMARK CORP GBZ GR 55.0 (12.8) 33.6 WM TECHNOLOGY IN MAPS US 326.3 (35.7) 83.1 WM TECHNOLOGY IN 833 GR 326.3 (35.7) 83.1 WM TECHNOLOGY IN SSPKEUR EU 326.3 (35.7) 83.1 WM TECHNOLOGY IN 833 TH 326.3 (35.7) 83.1 WM TECHNOLOGY IN 833 QT 326.3 (35.7) 83.1 WW INTERNATIONAL WW US 1,435.3 (537.9) 12.7 WW INTERNATIONAL WW6 GR 1,435.3 (537.9) 12.7 WW INTERNATIONAL WW6 TH 1,435.3 (537.9) 12.7 WW INTERNATIONAL WTWEUR EU 1,435.3 (537.9) 12.7 WW INTERNATIONAL WW6 QT 1,435.3 (537.9) 12.7 WW INTERNATIONAL WTWEUR EZ 1,435.3 (537.9) 12.7 WW INTERNATIONAL WTW AV 1,435.3 (537.9) 12.7 WW INTERNATIONAL WW6 GZ 1,435.3 (537.9) 12.7 WYNN RESORTS LTD WYR GR 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYR TH 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYNN* MM 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYNN US 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYR QT 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYNNEUR EZ 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYNNEUR EU 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYR GZ 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYNN-RM RM 13,022.7 (353.8) 676.8 WYNN RESORTS-BDR W1YN34 BZ 13,022.7 (353.8) 676.8 YELLOW CORP YEL GR 2,491.2 (286.4) 303.9 YELLOW CORP YEL1 TH 2,491.2 (286.4) 303.9 YELLOW CORP YELL US 2,491.2 (286.4) 303.9 YELLOW CORP YEL QT 2,491.2 (286.4) 303.9 YELLOW CORP YRCWEUR EU 2,491.2 (286.4) 303.9 YELLOW CORP YRCWEUR EZ 2,491.2 (286.4) 303.9 YELLOW CORP YEL GZ 2,491.2 (286.4) 303.9 YUM! BRANDS -BDR YUMR34 BZ 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR TH 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR GR 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUM US 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUMEUR EU 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR QT 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUM SW 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUMEUR EZ 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUM* MM 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUM AV 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR TE 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUMUSD SW 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR GZ 5,649.0 (7,893.0) (44.0) ZETA GLOBAL HO-A ZETA US 354.5 53.1 97.4 ********* 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., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. 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 ***