/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/211125.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 25, 2021, Vol. 25, No. 328 Headlines 2192 TEXAS PARKWAY: Gets OK to Hire Goldberg as Bankruptcy Counsel AA VARELA: Jan. 3, 2022 Plan & Disclosure Hearing Set ACER THERAPEUTICS: Incurs $3.3 Million Net Loss in Third Quarter ALTO MAIPO: Wins Cash Collateral Access AMADEUS THERAPY: Gets OK to Hire Harold E. Campbell as Counsel AMADO AMADO: Dec. 7 Plan & Disclosure Hearing Set ANI PHARMACEUTICALS: S&P Affirms 'B+' ICR, Outlook Positive ATHENAHEALTH INTERMEDIATE: S&P Places 'B' ICR on Watch Negative AVERY ASPHALT: Seeks Cash Collateral Access Thru Dec 31 AYRO INC: Incurs $12 Million Net Loss in Third Quarter BIOLASE INC: Cancels Special Meeting of Stockholders BLUE CHIP: Seeks to Hire C. Taylor Crockett as Legal Counsel BOTS INC: Posts $8 Million Net Loss in FY Ended April 30 BOULDER BOTANICAL: Seeks Cash Collateral Access BRAZOS ELECTRIC: Sues Some Gas Creditors Over $180 Mil. Gas Bills CAI INTERNATIONAL: S&P Hikes ICR to 'BB+' on Completed Acquisition CALIBRE ACADEMY: Fitch Affirms B- Rating on $14MM Education Bonds CARLSON TRAVEL: Fitch Withdraws 'D' Issuer Default Rating CATHOLIC HEALTH: S&P Lowers Revenue Bond Rating to 'BB+' CBL PROPERTIES: Shareholders Drop Dispute After Bankruptcy CDW LLC: Moody's Assigns Ba2 Rating to Senior Unsecured Notes CHIP'S SOUTHINGTON: Court Pegs Leasehold, FF&E at $828,850 CLINIGENCE HOLDINGS: Incurs $1.8 Million Net Loss in Third Quarter COBRA HOLDINGS: Moody's Affirms B3 CFR, Outlook Remains Stable COBRA HOLDINGS: S&P Raises First-Lien Term Loan Rating to 'B' CODE 3 SERVICES: Seeks Approval to Hire O2 CPA as Accountant COMAIR LTD: Foreign Rep Permitted to Conduct Discovery of Boeing CONCORD INC: Files Emergency Bid to Use Cash Collateral CONNACHT CORPORATION: Taps Thompson Law Group as Counsel COWEN INC: S&P Affirms 'BB-' ICR on Acquisition of Portico DOLPHIN ENTERTAINMENT: Posts $142K Net Income in Third Quarter DUNN PAPER: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative ECOARK HOLDINGS: John Cahill Quits as Director EHT US1 INC: Woods, Wu Held in Contempt of Injunction Order ESCALON MEDICAL: Posts $317K Net Income in First Quarter ESTILL SC: S&P Lowers 2016 Waterworks Rev. Bonds Rating to 'BB+' EYEPOINT PHARMACEUTICALS: Closes $115.4 Million Public Offering FIRSTENERGY CORP: Permitted to Oppose Vacated Class Certification FLOOR-TEX: Seeks Cash Collateral Access FLOREK & MORGAN: Case Summary & 10 Unsecured Creditors GALAXY NEXT: Incurs $386K Net Loss in First Quarter GCM GROSVENOR: Moody's Ups CFR to Ba2 & Alters Outlook to Stable GIGA-TRONICS INC: Gets $500K Loan From Digital Power GLAUKOM LLC: Taps Grove, Mueller and Swank as Accountant GREENPOINT ASSET: Taps Kopecky as Special Counsel GRUPO AEROMEXICO: Delta to Get 20% New Shares Under Plan HEALTHIER CHOICES: Incurs $1.1 Million Net Loss in Third Quarter IBIO INC: Incurs $9 Million Net Loss in First Quarter IDEANOMICS INC: Errors Found in Previously Issued Financial Stmts. INTELSAT SA: FFI Fund, 2 Others Join Secured Noteholders Group INTELSAT SA: Lawyers File Revised Reorganization Plan JOHNSON & JOHNSON: Pushes for Settlement Talks to Resolve Lawsuits LD HOLDINGS: S&P Affirms 'B+' ICR on Steady Operating Performance LE CENTRE: 11th Cir. Dismisses Jackson Appeal LECLAIRRYAN PLLC: Trustee, Ex-Partners Reach Partial Settlement LOMA LINDA: Fitch Affirms 'BB' IDR, Outlook Stable LTL MANAGEMENT: Talc Committee Hires Parkins Lee as Special Counsel MAIN STREET INVESTMENTS II: Taps Goldsmith & Guymon as Counsel NEW CREATION: Seeks to Hire Baumeister Denz as Legal Counsel NEW FORTRESS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable NORTHERN OIL: To Acquire Non-Operated Assets of Veritas Affiliates NOVABAY PHARMACEUTICALS: CEO Issues Letter to Stockholders NXT ENERGY: Incurs C$1.4 Million Net Loss in Third Quarter OCEAN POWER: Acquires Marine Advanced Robotics OCEANKEY (U.S.) II: Moody's Assigns 'B2' CFR, Outlook Stable OCEANKEY (US) II: S&P Assigns 'B' ICR, Stable Outlook OMNIQ CORP: To Acquire Additional 26% Stake in Dangot Computers ORGANIC POWER: Jan. 12, 2022 Plan Confirmation Hearing Set ORION ADVISOR: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable OUTLOOK THERAPEUTICS: Issues $10.2 Million Note to Streeterville PHUNWARE INC: Court Dismisses 'Wild Basin' Suit With Prejudice RAINTREE PROPERTIES: Seeks to Hire Cabot Christianson as Counsel RAM DISTRIBUTION: Jan. 13, 2022 Plan Confirmation Hearing Set RAYONIER ADVANCED: S&P Upgrades ICR to 'B' on Debt Reduction RE PALM SPRINGS: SRC's Appeal from Credit Bid Order Dismissed RENNOVA HEALTH: Posts $258.2 Million Net Loss in Third Quarter ROYALE ENERGY: Incurs $982K Net Loss in Third Quarter ROYALE ENERGY: Stockholders Elect Five Directors to Board RUSSEL METALS: S&P Upgrades ICR to 'BB+', Outlook Stable RYERSON HOLDING: Fitch Raises IDR to 'BB-', Outlook Stable SID BOYS: Seeks to Hire Rachel L. Kaylie, PC as Bankruptcy Counsel SONOMA PHARMACEUTICALS: Incurs $100K Net Loss in Second Quarter SPECTRUM LINK: Trustee Taps SulmeyerKupetz as Bankruptcy Counsel TEN OAKS FITNESS: Seeks to Hire Deborah Parlett Brown as Accountant TIMBER PHARMACEUTICALS: Incurs $3 Million Net Loss in 3rd Quarter TOUCHPOINT GROUP: Posts $691K Net Loss in Third Quarter UGI INT'L: Fitch Gives 'BB+(EXP)' on Upcoming EUR400MM Notes UNITED DISPENSER: Gets Interim OK to Hire Van Horn Law Group VERITAS FARMS: Incurs $1.4 Million Net Loss in Third Quarter YUNHONG CTI: Incurs $638K Net Loss in Third Quarter [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 2192 TEXAS PARKWAY: Gets OK to Hire Goldberg as Bankruptcy Counsel ------------------------------------------------------------------ 2192 Texas Parkway Partners, LLC received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Goldberg Weprin Finkel Goldstein, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) providing the Debtor with all necessary representation in connection with the case as well as the Debtor's responsibilities under the Bankruptcy Code; (b) representing the Debtor in all proceedings before the bankruptcy court and the Office of the U.S. Trustee; (c) preparing legal papers, including motions to obtain approval for debtor-in-possession financing and sales procedures; (d) rendering all other legal services required by the Debtor toward the goal of confirming a plan of reorganization. The firm's hourly rates are as follows: Partners $685 per hour Associates $275 - $500 per hour The Debtor paid $20,000 to the law firm as a retainer fee. Kevin Nash, Esq., a member of Goldberg, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 301-6944 Email: knash@gwfglaw.com About 2192 Texas Parkway Partners 2192 Texas Parkway Partners, LLC owns a commercial shopping center containing 17 retail stores located at 2192 Texas Parkway, Missouri City, Texas. 2192 Texas Parkway Partners filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-22563) on Oct. 4, 2021, listing as much as $10 million in both assets and liabilities. Judge Sean H. Lane oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP represents the Debtor as legal counsel. AA VARELA: Jan. 3, 2022 Plan & Disclosure Hearing Set ----------------------------------------------------- On Nov. 18, 2021, debtor AA Varela Properties LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement with respect to Chapter 11 Plan. On Nov. 22, 2021, Judge Jacob A. Brown conditionally approved the Disclosure Statement and ordered that: * Jan. 3, 2022, at 11:30 a.m. in 4th Floor Courtroom C, 300 North Hogan Street, Jacksonville, Florida is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. * Creditors and other parties in interest shall file with the court their written ballots accepting or rejecting the Plan no later than 14 days before the date of the Confirmation Hearing. * Any objections to Disclosure or Confirmation shall be filed and served 7 days before the date of the Confirmation Hearing. A copy of the order dated Nov. 22, 2021, is available at https://bit.ly/3nNI1ir from PacerMonitor.com at no charge. Counsel to Plan Proponent: Thomas C. Adam, Esq. Adam Law Group, P.A. 326 N. Broad St., Suite 208 Jacksonville, FL 32202 Tel: (904) 329-7249 Fax: (904) 615-6561 Email: tadam@adamlawgroup.com About AA Varela AA Varela Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-02049) on Aug. 23, 2021, listing as much as $50,000 in both assets and liabilities. Alvaro Varela, owner, signed the petition. The Debtor tapped Thomas Adam of Adam Law Group, P.A. as legal counsel. ACER THERAPEUTICS: Incurs $3.3 Million Net Loss in Third Quarter ---------------------------------------------------------------- Acer Therapeutics Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.27 million on zero revenue for the three months ended Sept. 30, 2021, compared to a net loss of $5.93 million on zero revenue for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $10.95 million on $900,000 of revenue compared to a net loss of $16.65 million on zero revenue for the nine months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $32.55 million in total assets, $30.39 million in total liabilities, and $2.16 million in total stockholders' equity. "This quarter was all about preparing regulatory filings to advance our pipeline products," said Chris Schelling, CEO and founder of Acer. "For ACER-001, we successfully submitted a 505(b)(2) NDA in August and received FDA's acceptance for filing and substantive review of our NDA in October, setting up a PDUFA target action date in June 2022. For ACER-801 and EDSIVO, our team has been working diligently to prepare INDs, with the goal to submit both to the FDA in Q4. Additionally, we further enhanced the value in the company through the issuance of a key formulation patent by the USPTO related to ACER-001 with an expiration date of 2036, and expansion of our leadership team with the recent addition of Alka Chawla, M.D., Vice President, Medical Director." Cash and cash equivalents were $14.2 million as of Sept. 30, 2021, compared to $5.8 million as of Dec. 31, 2020. Acer believes its cash and cash equivalents available as of Sept. 30, 2021, plus the $10.0 million Second Development Payment in two tranches following FDA acceptance for filing and review of an NDA for ACER-001 in a UCD per the Collaboration Agreement with Relief, will be sufficient to fund its currently anticipated operating and capital requirements into mid-2022, excluding support for planned ACER-801 and EDSIVO clinical trials. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1069308/000156459021057798/acer-10q_20210930.htm Acer Therapeutics Acer Therapeutics -- http://www.acertx.com-- is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs. Acer's pipeline includes four clinical-stage candidates: emetine hydrochloride for the treatment of patients with COVID-19; EDSIVO (celiprolol) for the treatment of vascular Ehlers-Danlos syndrome (vEDS) in patients with a confirmed type III collagen (COL3A1) mutation; ACER-001 (a taste-masked, immediate release formulation of sodium phenylbutyrate) for the treatment of various inborn errors of metabolism, including urea cycle disorders (UCDs) and Maple Syrup Urine Disease (MSUD); and osanetant for the treatment of induced Vasomotor Symptoms (iVMS) where Hormone Replacement Therapy (HRT) is likely contraindicated. Each of Acer's product candidates is believed to present a comparatively de-risked profile, having one or more of a favorable safety profile, clinical proof-of-concept data, mechanistic differentiation and/or accelerated paths for development through specific programs and procedures established by the FDA. Acer Therapeutics reported a net loss of $22.88 million for the year ended Dec. 31, 2020, compared to a net loss of $29.42 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $39.98 million in total assets, $32.21 million in total liabilities, and $7.78 million in total stockholders' equity. BDO USA, LLP, based in Boston, Massachusetts, issued a "going concern" qualification in its report dated March 1, 2021, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about the Company's ability to continue as a going concern. ALTO MAIPO: Wins Cash Collateral Access --------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized Alto Maipo Delaware LLC and its debtor-affiliates to use cash collateral on an interim basis in accordance with the budget. The Debtors have an immediate and critical need to use the Cash Collateral to operate their business, complete construction on their project, and effectuate a reorganization of their business, which will be used in accordance with the terms of the Court's Interim Order and consistent with the DIP Budget. The Debtors have submitted that their intended use of the Cash Collateral to complete construction on the Project and pay related fees and expenses associated with the administration of the Chapter 11 Cases will increase the Debtors' going concern value, and that, because the value of the Debtors' assets will only increase with the use of Cash Collateral, the Prepetition Secured Parties are adequately protected. The Debtors are the borrowers under a series of term loans, all of which are secured by pledges of certain assets of the Debtors and rank pari passu as between each other. The Prepetition Lenders include certain international development banks, local and international commercial banks, and syndicated lenders, including (a) the U.S. International Development Finance Corporation, (b) the Inter-American Development Bank, (c) Banco de Credito e Inversiones, (d) Itau Corpbanca SA. (c) DNB ASA, (f) Deutsche Bank AG, (g) UBS Group AG, (h) Moneda Asset Management, (i) Finepoint Capital, (j) Santana Capital Group, (k) Clover Capital, Ltd., and (I) Regera Sari. Certain of these Prepetition Term Loans are also subject to Swaps, held by the Swap Counterparties. Additionally, Alto Maipo and Strabag SpA are parties to an Amended and Restated Lump Sum Fixed Price Tunnel Complex Construction Contract, dated as of February 19, 2018. Pursuant to the Tunneling Construction Contract, among other things Strabag provided to the Alto Maipo, and the Alto Maipo remains obligated to Strabag for, $391.5 million in secured deferred supplier financing. The Swaps and the Supplier Deferred Payment are also secured by the Prepetition Collateral and rank pari passu with the Prepetition Term Loans. As adequate protection, the Prepetition Secured Parties and Agent will receive, pursuant to sections 361 and 363(e) of the Bankruptcy Code, adequate protection in the form of payment of the Prepetition Secured Parties' professional fees, including (1) reasonable and documented professional fees of each of (i) Norton Rose Fulbright US LLP, (ii) FTI Consulting, Inc., (iii) Asset Chile S.A., (iv) Landis Rath & Cobb LLP, and (v) Carey y Cia Ltda., and (2) $210,000 in respect of professional fees to Troutman Pepper Hamilton Sanders LLP in connection with the Chapter 11 Cases, subject to the aggregate budget amounts set forth in the DIP Budget and to reasonableness review as set forth in the Interim Order. The Prepetition Secured Parties and Agent are also granted replacement liens on unencumbered collateral acquired or obtained after the Petition Date (if any) other than the proceeds of the DIP Facility, limited to the extent of any diminution in value of the Prepetition Collateral as found and determined by the Court. The Debtors will pay all such reasonable fees and expenses within 10 business days of delivery of a monthly statement or invoice for such fees and expenses. As further adequate protection, the Prepetition Secured Parties are granted a superpriority claim, which claim will have priority over all administrative expense claims and all other unsecured claims against the Debtors or the Estates. A final hearing on the matter is scheduled for December 20, 2021, at 10 a.m. A copy of the order is available at https://bit.ly/30MvAKy from PacerMonitor.com. About Alto Maipo Alto Maipo owns the Alto Maipo Hydroelectric Project, outside Santiago, Chile, which is currently under construction. The project comprises two run-of-the-river plants with a combined installed capacity of 531 megawatts. The run-of-the-river project is a joint venture between US utility subsidiary AES Gener and Chilean mining company Antofagasta Minerals (AMSA). Alto Maipo Delaware LLC and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11507) on Nov. 17, 2021. In its filing, Alto Maipo Delaware LLC estimated liabilities between $1 billion and $10 billion and estimated assets between $1 billion and $10 billion. The cases are handled by Honorable Judge Karen B. Owens. Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, is the Debtors' counsel. AMADEUS THERAPY: Gets OK to Hire Harold E. Campbell as Counsel -------------------------------------------------------------- Amadeus Therapy, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to employ the Law Offices of Harold E. Campbell PC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding its powers and duties in the continued operation and management of its property; (b) resolving cash collateral and post-petition financing issues; (c) representing the Debtor in obtaining a confirmed plan of reorganization; (d) preparing legal papers; and (e) performing all other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Harold E. Campbell, Esq. $400 per hour Paralegal $85 per hour As disclosed in court filings, the Law Offices of Harold E. Campbell has no connection with creditors or other parties in interest in the Debtor's bankruptcy case. The firm can be reached through: Harold E. Campbell, Esq. Law Offices of Harold E. Campbell PC 910 West McDowell Phoenix, AZ 85007 Telephone: (480) 839-4828 Facsimile: (480) 897-1461 Email: heciii@haroldcampbell.com About Amadeus Therapy Inc. Amadeus Therapy, Inc. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns real properties in Avondale, Ariz., having a current value of $1.77 million. Amadeus Therapy filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-08245) on Nov. 4, 2021, listing $1.775 million in assets and $1.205 million in liabilities. Bridget O'Brien, president and director, signed the petition. Harold E. Campbell, Esq., at the Law Offices of Harold E. Campbell PC represents the Debtor as bankruptcy counsel. AMADO AMADO: Dec. 7 Plan & Disclosure Hearing Set ------------------------------------------------- On Nov. 19, 2021, debtor Amado Amado Salon & Body, Corp. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement and Plan of Reorganization under Subchapter V. On Nov. 22, 2021, Judge Mildred Caban Flores conditionally approved the Disclosure Statement and ordered that: * Dec. 2, 2021 is fixed as the last day for filing written acceptances or rejections of the plan of reorganization. * Dec. 3, 2021 is fixed as the last day to file an objection to the conditionally approved disclosure statement and to confirmation of the chapter 11 plan. * Nov. 30, 2021 is fixed as the last day to file objections to claims. * Dec. 3, 2021 is fixed as the last day for the trustee to file a statement of the estimated fees that will be incurred through the confirmation hearing. * Dec. 7, 2021, at 1:30 P.M. via Microsoft Teams is the hearing on final approval of the disclosure statement and confirmation of the Plan. A copy of the order dated Nov. 22, 2021, is available at https://bit.ly/3nNKzgv from PacerMonitor.com at no charge. Attorney for Debtor: Gloria M. Justiniano Irizarry USDC-PR-207603 Ensanche Martinez 8 Ramirez Silva St. Mayaguez, PR 00680 Tel: (787)222-9272 Fax 787-805-7350 Email: justinianolaw@gmail.com About Amado Amado Salon San Juan, P.R.-based Amado Amado Salon & Body Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 21-02630) on Aug. 31, 2021, disclosing up to $500,000 in assets and up to $10 million in liabilities. Amado Navarro Elizalde, president of Amado Amado Salon, signed the petition. Gloria Justiniano Irizarry, Esq., an attorney practicing in Mayaguez, P.R., and Kreston PR, LLC, serve as the Debtor's bankruptcy counsel and accountant, respectively. ANI PHARMACEUTICALS: S&P Affirms 'B+' ICR, Outlook Positive ----------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Baudette, Minn.-headquartered ANI Pharmaceuticals Inc. The outlook remains positive. At the same time, S&P affirmed its 'B+' issue-level rating on its outstanding first-lien credit facilities. S&P said, "Our positive outlook reflects our expectation that ANI will be able to successfully commercialize Cortrophin, and that it will be able to successfully integrate Novitium Pharma over the next 12 months, supporting sustainable organic growth and decent free cash flow generation. "Despite the approval of Cortrophin, and the recent $75 million of new equity raised, we view an upgrade to 'BB-' as premature.This assessment reflects the higher uncertainty regarding the market potential for Cortrophin, the delayed integration of Novitium Pharma, and ANI's recent performance. ANI has invested heavily in the approval of Cortrophin and continues to invest in its forthcoming commercialization. Over the last year, Cortrophin's chief competition, Mallinckrodt's Acthar Gel, has unexpectedly experienced revenue declines of about 25%, due at least in part to decreasing prescription volumes, which reduces the visibility around the size of the opportunity for Cortrophin. We expect ANI will need to invest significantly in market development to establish and strengthen Cortrophin's market position over the next two to three years. "Additionally, the delay in ANI's closing on the Novitium acquisition has in turn delayed the integration and the elevated operational risks associated with that initiative. We view the integration as particularly important for credit quality, as Novitium's R&D capabilities are needed by ANI to help offset the naturally eroding revenues both in the generic and branded pharma segments, supporting the company's ability to generate sustained organic growth. Finally, ANI has reported modest underperformance in recent quarters, with steeper-than-anticipated revenue declines in its branded portfolio and lower-than-expected growth in its CDMO business. "Despite these issues, our base case still projects the business will operate with leverage of about 3x by year-end 2022, as acquisitions and Novitium's new product launches offset contraction in the base generics business, and Cortrophin becomes available early in the first quarter of 2022." The Cortrophin approval strengthens ANI's business risk, despite an expected rise in product concentration and increase in operating expenses over the near term that could weigh on margins. Cortrophin, which competes with Mallinkrodt's Acthar gel, fits within ANI's strategy and product portfolio, which primarily consists of generic and off-patent branded drugs that face limited competition. S&P believes that a third competitor in the U.S. market is unlikely to materialize under current FDA regulations. That said, the launch of Cortrophin in the rare disease space is unprecedented by ANI and will require the launch of a new salesforce with little to no cross-selling opportunities with its existing product portfolio. S&P expects this to pressure margins in the near term. S&P said, "In addition, by 2023, we expect Cortrophin could account for over 25% of ANI's revenue and a larger proportion of EBITDA. Moreover, we expect the competitive dynamics with Mallinckrodt in terms of pricing and market share will significantly influence ANI's performance over the coming years, "We expect ANI to maintain S&P Global Ratings-adjusted gross debt to EBITDA of 3x-4x.Although free cash flow will be burdened in 2022 with one-time costs associated with the Cortrophin launch, we believe the company will have sufficient cash to support a moderate level of asset acquisitions ($30 million to $50 million). "We believe the acquisition of Novitium and approval of Cortrophin will support strong organic revenue growth reducing ANI's need for debt-funded acquisitions. Additionally, we view the company's use of equity to fund the launch of Cortrophin as supportive of its historically conservative financial policy of maintaining net leverage below 3x. "We continue to view ANI's business strength as significantly weaker than specialty and generic manufacturer peers such as Teva and Viatris and slightly riskier than Amneal and Glenmark.ANI has significantly less scale, weaker product and geographic diversification, and less experience developing and launching new products. These factors are only partially offset by the company's reasonably conservative financial policy. "Our positive outlook reflects our expectation for a relatively smooth integration of the Novitium acquisition and for a successful launch of Cortrophin, which will support sustained organic revenue growth and decent strong free cash flow generation, facilitating deleveraging. "We could consider a higher rating over the next 12 months once we have greater visibility of Cortrophin's potential and of ANI's ability to integrate Novitium. In this scenario, we would still expect adjusted debt to EBITDA of 3x-4x in 2022, with further deleveraging in 2023. "We could revise the outlook to stable if we view the competitive position of Cortrophin as meaningfully weaker than expected; for example, if the company is unable to recoup commercialization costs and gain substantial market share. In this scenario, the profitability of Cortrophin would not be sufficient to reduce leverage and we would expect adjusted debt to EBITDA to remain 3x-4x, on a sustained basis, potentially at the higher end of the range." ATHENAHEALTH INTERMEDIATE: S&P Places 'B' ICR on Watch Negative --------------------------------------------------------------- S&P Global Ratings placed all of its ratings on athenahealth Intermediate Holdings LLC, including its 'B' issuer credit rating and issue-level ratings, on CreditWatch with negative implications. S&P would expect to withdraw the issue-level ratings at their current level if debt is repaid as the new capital structure is established. S&P expects to resolve the CreditWatch placement once further details of the transaction and future financial policy are known. The existing private equity owners of athenahealth Intermediate Holdings LLC--Veritas Capital and Evergreen Coast Capital--have reached a definitive agreement to sell the company to Bain Capital and Hellman & Friedman for $17 billion. The CreditWatch placement follows Bain Capital and Hellman & Friedman's recent announcement that they were acquiring athenahealth for $17 billion. Leverage peaked at above 9x in 2020, reflecting disruption from the COVID-19 pandemic and costs to achieve synergies following the combination of Virence and athenahealth. However, the company's operating performance has been steadily improving since late 2020, resulting in leverage slightly below 7x on June 30, 2021, with free operating cash flow of about $250 million-$300 million in 2021, improving to over $300 million in 2022. S&P said, "Following the transaction, we believe adjusted leverage could be higher and cash flow lower than our current expectations due to increased interest expense. "We expect to resolve the CreditWatch placement once further details of the transaction and future financial policy are known. We could lower the rating if adjusted leverage and cash flow after the transaction are significantly weaker than we previously anticipated." AVERY ASPHALT: Seeks Cash Collateral Access Thru Dec 31 ------------------------------------------------------- Avery Asphalt, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral for the period from December 1 to December 31, 2021, pursuant to a budget, with a variance of 15%. The Debtor asserts that it needs to use cash collateral to permit the orderly continuation of its business operation; maintain business relationship with vendors, suppliers and customers; and make payroll and satisfy other working capital needs. Sunflower Bank, Greenline CDF Subfund XXIII LLC, and Nationwide Mutual Insurance Company each assert a valid, perfected security interests in substantially all of the Debtor's personal property. The Secured Parties claim an interest in Debtors' current cash and future receipts including but not limited to all the funds identified in the Budget. The Budget provides for a $7,000 "swap payment" and a $10,000 "adequate protection payment" to Sunflower. The Debtor will pay the December swap and adequate protection payments to Sunflower within three business days after the entry of the Order. The adequate protection payment will be applied by Sunflower to unpaid principal. The Debtor will also forward the proceeds from the sale of the Case backhoe -- less any costs of sale as set forth in the Order Granting Debtor's Motion to Sell Property of the Estate Pursuant to 11 U.S.C. section 363(b) and (f) -- within three business days of the Order. The proceeds from the sale of the Case backhoe to be paid to Sunflower are expected to be $14,000 and will be applied by Sunflower to unpaid principal. The Debtor will also timely pay any quarterly fees due the United States Trustee. As adequate protection, each of the Secured Parties will be granted replacement liens and security interest upon the Debtor's post-petition assets with the same priority and validity as Sunflower's, Greenline's, and Nationwide's pre-petition liens and security interests to the extent of the Debtor's post-petition use of cash on hand and the proceeds of Pre-Petition Personal Property, if any. To the extent that the Adequate Protection Liens prove to be insufficient, each of the Secured Parties, as may be applicable, will be granted superpriority administrative expense claims under section 507(b) of the Bankruptcy Code. A copy of the motion is available for free at https://bit.ly/3xmcvLB from PacerMonitor.com. About Avery Asphalt, Inc. Avery Asphalt, Inc. is the main operating company and installs, maintains, and improves roadways, parking lots, and other outdoor surfaces. Avery Equipment, LLC owns the equipment used in Avery Asphalt's business. Avery Holdings, LLC owns the real estate used in Avery Asphalt's business. LBLA Ventures, Inc. is the holding company for a non-operating Arizona asphalt company and 1401 S. 22nd Ave., LLC owns the real estate that was formerly used by Regional Pavement Maintenance of Arizona, Inc. in its business. Avery Asphalt and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on February 19, 2021. The bankruptcy was filed after a receiver was appointed for all the Debtors. The receivership hampered Avery Asphalt's ability to operate profitably. In the petition signed by CEO Aaron Avery, the Debtors disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Michael E. Romero oversees the case. David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. is the Debtor's counsel. AYRO INC: Incurs $12 Million Net Loss in Third Quarter ------------------------------------------------------ Ayro, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $12 million on $559,370 of revenue for the three months ended Sept. 30, 2021, compared to a net loss of $2.68 million on $388,654 of revenue for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $25.30 million on $1.87 million of revenue compared to a net loss of $6.01 million on $821,398 of revenue for the nine months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $85.08 million in total assets, $6.76 million in total liabilities, and $78.33 million in total stockholders' equity. Thomas M. Wittenschlaeger, AYRO's chief executive officer, stated, "The third quarter provided the opportunity to garner new customers for our 'Current' model with Club Car and recognize an increase in year-over-year revenue. Having recently joined AYRO and given our healthy balance sheet, including over $77 million in cash at quarter end, I believe now is the time for us to evaluate our strategy and operations to ensure we are headed down the path within the electric vehicle market that provides the most shareholder value. I look forward to working with the AYRO team and updating shareholders toward the end of the calendar year to discuss our plans moving into 2022 and beyond." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1086745/000149315221028617/form10q.htm 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. BIOLASE INC: Cancels Special Meeting of Stockholders ---------------------------------------------------- BIOLASE, Inc. canceled its special meeting of stockholders that was scheduled for Nov. 19, 2021 and withdrew from consideration by the stockholders of the company the proposals set forth in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on Oct. 8, 2021. About Biolase BIOLASE -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. BIOLASE's proprietary laser products incorporate approximately 271 patented and 40 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.83 million for the year ended Dec. 31, 2020, compared to a net loss of $17.85 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $61.25 million in total assets, $27.99 million in total liabilities, and $33.26 million in total stockholders' equity. BLUE CHIP: Seeks to Hire C. Taylor Crockett as Legal Counsel ------------------------------------------------------------ Blue Chip Hotels Assets Group Birmingham East, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire C. Taylor Crockett, P.C. to serve as legal counsel in its Chapter 11 case. Taylor Crockett will be paid an hourly fee of $425 and reimbursed for out-of-pocket expenses incurred. The firm will also receive a retainer in the amount of $20,000, plus $1,738 filing fee. As disclosed in court filings, C. Taylor Crockett is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: C. Taylor Crockett, Esq. C. Taylor Crockett, P.C. 2067 Columbiana Road Birmingham, AL 35216 Tel: (205) 978-3550 Email: taylor@taylorcrockett.com About Blue Chip Hotels Assets Group Birmingham East LLC Blue Chip Hotels Assets Group Birmingham East, LLC is part of the hotel and motel industry. The company is headquartered in Irondale, Ala. Blue Chip Hotels filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ala. Case No. 21-02685) on Nov. 6, 2021, listing as much as $10 million in both assets and liabilities. Nilesh Mehta, managing member of Blue Chip Hotels, signed the petition. Judge Tamara O. Mitchell presides over the case. C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C. represents the Debtor as legal counsel. BOTS INC: Posts $8 Million Net Loss in FY Ended April 30 -------------------------------------------------------- BOTS, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss attributable to controlling interest of $8.03 million on zero sales for the year ended April 30, 2021, compared to a net loss attributable to controlling interest of $3.88 million on $115 of sales for the year ended April 30, 2020. As of April 30, 2021, the Company had $6.79 million in total assets, $614,881 in total liabilities, and $6.17 million in total equity. The Company had cash available of $1,935 as of April 30, 2021. Based on its revenues, cash on hand and current monthly burn rate, the Company has enough cash to sustain operations for six months. Without the use of stock-based compensation and/or the raising of capital, the company projects it does not have enough capital to sustain operations for a period of approximately the next 12 months. The Company said that it has negative cash flow and there are no assurances it will generate a profit or obtain positive cash flow. The Company has a nominal working capital deficit, which raise substantial doubt about its 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/1525852/000147793221008327/bots_10k.htm About BOTS, Inc. BOTS, Inc. -- www.BOTS.org -- is in the process of transitioning into the blockchain and robotics automation industries. From 2015 through 2020 the Company was involved in multiple cannabis business entities. The Company has elected to discontinue all operations in the cannabis markets and focus on robotics- Blockchain-based solutions including decentralized finance applications, cybersecurity, crypto generation, mining, equipment repair, and extended warranties on Bitcoin mining equipment. BOULDER BOTANICAL: Seeks Cash Collateral Access ----------------------------------------------- Boulder Botanical & Bioscience Laboratories, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral to preserve its assets, maximize the value of the bankruptcy estate and afford the best opportunity to effectively reorganize up to and through the confirmation of a plan of reorganization. The entities that assert an interest in the Debtor's cash collateral are Frankens Investment Fund, LLC, Supreme Naturals LLC, Patrick Zuber, and EZ Core, Ltd. As a roadmap for effective reorganization, the Debtor offers a Projected Weekly Revenue, Expenses and Cash Flow for December 1 through December 31, 2021 and a Projected Monthly Revenue, Expenses and Cash Flow for December 1, 2021 through March 31, 2022. The Debtor realizes a consistent revenue stream, which adequately protects Frankens Investment Fund, LLC; Supreme Naturals LLC; Patrick Zuber; and EZ Core, Ltd. Therefore, the Debtor will adequately protect against the diminution in the value of the Creditor's security interest, as consideration for immediate and future use of Cash Collateral, by and through as follows: a. Grant a replacement lien and security interest against the Debtor's post-petition assets with the same priority and validity as each Secured Creditors' pre-petition security interest to the extent of the Debtor's post-petition use of the proceeds of the Cash Collateral; b. Comply with spending and operational controls including, but not limited to, maintaining adequate insurance coverage on personal property and expend Cash Collateral solely for ordinary business expenses; and c. Use Cash Collateral in accordance with the Operating Projections. The Court has set a hearing date for November 29, 2021 at 10:30 a.m. A copy of the motion is available at https://bit.ly/3FKm0ax from PacerMonitor.com. About Boulder Botanical Boulder Botanical & Bioscience Laboratories, Inc. filed a voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-15340) on Oct. 21, 2021, listing up to $500,000 in assets and up to $10 million in liabilities. Berken Cloyes PC serves as the Debtor's counsel. BRAZOS ELECTRIC: Sues Some Gas Creditors Over $180 Mil. Gas Bills ----------------------------------------------------------------- Jeremy Hill, of Bloomberg Newsm reports that Brazos Electric Power Cooperative sues gas creditors over 'exorbitant' bills. Brazos Electric Power Cooperative, the Texas power company rendered insolvent by Winter Storm Uri, is suing some of its creditors over $180 million of gas bills it says amount to price gouging. During the deadly winter storm in Texas earlier this year, demand for natural gas soared as energy suppliers rushed to deliver electricity to customers. Brazos claims it was forced to buy gas for as much as 35,000% more than it normally pays, according to court papers. "This kind of flagrant price-gouging of natural gas, which is critical to the generation of electricity at the Debtor's plants." About Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Before the severe cold weather that blanketed Texas with sub-freezing temperatures February 2021, Brazos Electric was in all respects a financially robust, stable company with a strong "A" to "A+" credit rating. But Brazos Electric Power Cooperative ended up in Chapter 11 bankruptcy in Texas after racking up an estimated $2.1 billion in charges from Electric Reliability Council of Texas (ERCOT) over seven days of the freeze. Brazos Electric filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the case. The Debtor tapped Norton Rose Fulbright US, LLP and O'Melveny & Myers LLP as bankruptcy counsel; Foley & Lardner LLP and Eversheds Sutherland US LLP as special counsel; Collet & Associates LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West & Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC serve as special litigation counsel and McKool Smith PC serves as special conflicts counsel. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's case on March 15, 2021. The committee is represented by the law firms of Porter Hedges, LLP and Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and Lazard Freres & Co. LLC serve as the committee's financial advisor and investment banker, respectively. CAI INTERNATIONAL: S&P Hikes ICR to 'BB+' on Completed Acquisition ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on marine cargo container lessor CAI International Inc. to 'BB+' from 'BB', and removed all of its ratings on the company from CreditWatch, where S&P placed them with positive implications on June 25, 2021. The outlook is stable. S&P also affirmed its 'BBB-' issue-level rating on subsidiary Container Applications Ltd.'s senior secured notes. The recovery rating on this debt remains '1'. S&P said, "Our rating on CAI now includes our assessment of the company as moderately strategic to its new parent Mitsubishi HC Capital Inc. (MHC).MHC (A-/Stable/--) is one of Japan's largest leasing companies, with a globally diversified business involved with many different transportation assets, including marine cargo containers, aircraft and aircraft engines, and railcars. The company owns another marine cargo container lessor, which we expect will be combined with CAI's at some point in the future. We assess CAI as moderately strategic to MHC, which results in a one-notch uplift from CAI's 'bb' stand-alone credit profile. "CAI's credit profile has improved in 2021 and we expect it to remain relatively consistent thereafter. We expect CAI to spend a record amount (at least $1 billion) to add to its container fleet in 2021 to meet strong demand. Part of the increase in capital spending has been driven by record high prices for new equipment. Yet despite the incremental debt (we expect close to $600 million additional) to finance capital spending, we expect certain of CAI's credit metrics to improve in 2021 and to remain relatively stable through at least 2022. The company has benefitted from higher rates on new leases (at longer than average lease terms). In addition, the company has reduced interest costs on debt it has refinanced since 2019 at much lower rates. We now expect EBIT interest coverage of more than 4x in 2021, declining to the mid-3x area in 2022 (compared with 2.1x in 2020); FFO to debt to remain relatively flat with 2020's 14.3%; and debt to capital in the high-60% area compared with 2020's 73%. "We expect CAI to continue to benefit from continued strong demand and capacity constraints, resulting in high utilization of its fleet.CAI's utilization and revenues increased in the first nine months of 2021. Beginning in July 2020, global trade began to recover significantly as consumers increased their spending (particularly through e-commerce) because they were forced to stay home. At the same time, there was a container shortage for a variety of reasons, including a reduction in production from the manufacturers in China, and congestion at ports globally. This tied up marine cargo containers, resulting in an inability to unload and return them to be re-filled with more goods. As a result, in the first nine months of 2021, CAI's revenues rose by 26% and utilization as of Sept. 30, 2021, was 99.6%. Marine cargo container dislocations benefit marine cargo container lessors, since incremental containers are needed to replace those still in transit or sitting on the ground at ports. Other secular trends that we believe will be positive for the marine cargo container lessors are stronger, more creditworthy shipping lines, and lessors' growing share of the global marine cargo container fleet as shipping lines increasingly lease containers and use capital for other purposes, such as buying container ships. "The stable outlook reflects our belief that CAI will maintain its credit metrics close to current levels, supported by its long lease terms and continued strong demand for marine cargo containers well into 2022. We forecast EBIT interest coverage of 3x-4x through 2022 (compared with 2.1x in 2020). We also expect FFO to debt to remain in the midteens percent area over this period (compared with 14% in 2020)." Although unlikely, S&P could lower the ratings over the next year if EBIT interest coverage falls below 1.7x and FFO to debt declines to below 13% on sustained basis. This could occur if: -- Global economic growth weakens significantly, causing demand to decline substantially and utilization and lease rates to decline; or -- Debt increases because of higher-than-expected capital spending or dividends to its new owner MHC. S&P could raise its ratings over the next year if EBIT interest coverage remained above 3.5x and FFO to debt was maintained above 13% on a sustained basis. This could occur if: -- Earnings increase more than expected because of stronger marine cargo container demand and lease rates; or -- The company materially reduces its debt levels. S&P could also raise ratings if it revised its assessment of the company to strategically important to its new owner MHC from the current assessment of moderately strategic. CALIBRE ACADEMY: Fitch Affirms B- Rating on $14MM Education Bonds ----------------------------------------------------------------- Fitch Ratings has affirmed the rating on the following revenue refunding bonds issued by the Industrial Development Authority of Pima County, AZ on behalf of Calibre Academy, AZ (fka Carden Traditional Schools) at 'B-': -- $14,715,000 education revenue refunding bonds (Carden Traditional Schools Project), series 2012. In addition, Fitch has affirmed Calibre Academy's Issuer Default Rating (IDR), reflecting the credit quality of the combined entity consisting of Calibre Academy and E-Institute Charter School, Inc. (EICS), at 'B-', The Rating Outlook is Negative. SECURITY SECURITY The bonds are an absolute and unconditional obligation of the borrower (Calibre) and the guarantor, EICS, payable from all legally available revenues, and further secured by a first lien on facilities owned by the borrower and a cash-funded debt service reserve sized to transaction maximum annual debt service (TMADS). There is an intercept mechanism in place directing monthly state funding disbursements to the trustee to cover debt service on the bonds before funds are released to the school for operations. The intercept mechanism does not add to the bonds' credit quality. In its analysis, Fitch considers both Calibre and EICS (the charter schools) as a combined entity, given the security structure and related party transactions between Calibre and EICS. Fitch has combined the financial statements of Calibre and EICS in its rating analysis. ANALYTICAL CONCLUSION The 'B-' IDR and revenue bond rating reflects the charter schools' enrollment volatility and expectation for financial performance to remain pressured in the near term, with very slim to negative operating margins. The 'b' financial profile assessment considers weaker revenue defensibility and midrange operating risk assessments. The Negative Outlook reflects concerns that enrollment volatility at both schools will continue to put pressure on cash flow available for debt service (CFADS) and leverage. As of fall 2021, preliminary student count at both schools show some positive momentum; however, evidence of further stabilization is necessary to revise the Rating Outlook. Furthermore, Fitch anticipates the schools will be challenged to meet the debt service coverage ratio (DSCR) financial covenant (pledged revenues at least equal to 1.0x debt service). The DSCRs in fiscal 2018, 2019, and 2020 were 1.04x, 1.03x, and 1.19, respectively, compared to 1.87x in fiscal 2017. A DSCR below 1.0x is considered an event of default under the indenture, which could result in acceleration of principal. KEY RATING DRIVERS Revenue Defensibility -- Weaker: The weaker revenue defensibility assessment reflects the volatile and declining enrollment trend at both Calibre and EICS. Operating Risk -- Midrange: Fitch believes that the charter schools have midrange flexibility to vary costs with enrollment shifts and expects, on a consolidated basis, fixed carrying costs for transactional maximum annual debt service and operating lease charges to remain high. Financial Profile -- 'b': On a combined basis, Fitch expects the charter schools' leverage metrics, including both debt and capitalized operating leases, to increase gradually. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Stabilization of enrollment at all schools; -- Sustained improvement in operating margins, debt service coverage ratios, and cash flow available for debt service. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A decline in enrollment and/or per-pupil funding that is more significant than what Fitch currently anticipates in its base case scenario, leading to lower annual free cash flow and coverage; -- Failure to manage budgetary pressures associated with enrollment declines would put downward pressure on the rating; -- A violation of the DSCR or combined days cash on hand financial covenants, without obtaining a waiver from bondholders, would trigger accelerated redemption provisions, likely leading to a bond default. 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 Calibre Academy serves grades K-8 in Surprise, AZ about 20 miles northwest of Phoenix. EICS, the financial guarantor for Calibre's rated debt, serves grades 9-12 and maintains six physical campuses in the greater Phoenix metro area and a virtual campus. The schools maintain separate financial statements; however, their governance structures are intertwined, since a single education management organization (EMO), Learning Matters Educational Group, Inc. (LMEG) manages both schools' financial operations and charter agreements. Therefore, Fitch analyzes the schools' key rating drivers on a consolidated basis. Both Calibre and EICS were initially authorized by the Arizona State Board for Charter Schools (ASBCS, the authorizer) with 15-year terms that expired in 2015. Both charters have been renewed for additional 20-year terms ending in 2035. Revenue Defensibility The weaker revenue defensibility is driven by a volatile enrollment history at both Calibre and EICS. Academic performance is above or on par with statewide and district averages. Typical of the charter school sector, revenue defensibility is limited by the inability to control pricing as the schools' main revenue source is derived from per pupil revenue from the state. Average Daily Membership (ADM), the primary determinant for revenues received from the state, had experienced a substantial decline at both Calibre and EICS prior to the 2022 academic year. Management attributes the decline in Calibre's ADM to increased competition from various local charter schools and families relocating due to employment opportunities. EICS had experienced positive ADM growth until fiscal 2016, but experienced significant declines until fall 2021. In the current academic year, student counts at both schools increased from the prior years, but remains below peak historical numbers. As of November 2021, Calibre's student count increased by approximately 3% to 441 and EICS's student count increased by 15% to 573. The large increase in EICS's student count reflects the Arizona Department of Education's approval of Arizona Online, which reduces the restrictions for independent study and online only students. Calibre Academy received an 'A' school letter grade on an A-F scale (defined as "Excellent" by the state) for academic year 2018-2019 according to Arizona's K-8 accountability system, which incorporates performance on AzMERIT, a statewide achievement assessment. This grade is primarily determined by student proficiency (30% of grade) and student growth (50%). Calibre's 2019 'A' letter grade was an improvement from the prior two years (2018: 'B'; 2017: 'C') and was above the grades received at the vast majority of local other public charter schools, which could help stem the school's enrollment declines. The state department of education classifies all of EICS campuses as alternative schools. Preliminary letter grades for 2019 are currently only available for the Union Hills and Metro schools, which received a 'C' and 'D', respectively. Prior to 2019, the state had not assigned letter grades to alternative schools due to the lack of accountability system criteria specific to alternative schools. In March 2020, the U.S. Department of Education granted waivers to all 50 states that allow states to bypass testing requirements included in The Every Student Succeeds Act for the 2019-2020 and 2020-2021 academic years. As a result, there were no statewide assessments administered in Arizona for those years. Over the longer term, Fitch expects per-pupil funding to grow at approximately the rate of inflation. Operating Risk Fitch considers the operating risk profile to be midrange, based on the charter schools' demonstrated ability to control expenditures during periods of enrollment volatility, offset by high fixed carrying costs. Calibre and EICS have well-identified cost drivers (primarily labor costs) with moderate potential volatility. Management benefits from a strong degree of control over its workforce, which is not governed by collective bargaining agreements and results in adequate expenditure flexibility despite high carrying costs. On a consolidated basis, fixed costs for TMADS and operating lease payments are high at approximately 25% of revenues. In addition, practical constraints limit the schools' ability to reduce teacher headcount, since doing so could impair academic performance, which could further reduce student demand and related revenue. Finally, management's ability to control salaries and use of state-provided classroom site funds to pay for base salary increases, performance pay, and certain other maintenance and operation purposes, supports the midrange operating risk assessment. Financial Profile Leverage is consistent with a 'b' assessment, given the weaker revenue defensibility and midrange operating risk assessment. Fitch's leverage metrics include the principal amount outstanding on the bonds and EICS's facility operating leases. Fitch capitalizes the operating lease charges using an 8x multiple to create a debt-equivalent figure. The 8x multiple reflects assets with a remaining useful life of 15 years in a 6% interest rate environment. Net debt to cash flow available for debt service (CFADS) has increased over the past four fiscal years to 13x in fiscal 2020 from 7x in fiscal 2016 as a result of shrinking operating margins. Adjusting for management fees, which are subordinate to debt service, net debt to CFADS is lower at approximately 7.3x in fiscal 2020. Fitch's base case assumes stable enrollment and inflationary growth in per-pupil state funding as well as variable expenditures. In this scenario, net debt to CFADS remains elevated and is consistent with a 'b' financial profile assessment throughout the scenario period. Given the low rating level, Fitch does not believe a rating case would provide additional insight into the risk of default. Fitch believes the margin of safety remains satisfactory for a 'B-' rating given the subordination of management fees to debt service. 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. CARLSON TRAVEL: Fitch Withdraws 'D' Issuer Default Rating --------------------------------------------------------- Fitch has withdrawn the 'D' Issuer Default Rating (IDR) and all legacy instrument ratings for Carlson Travel, Inc. (Carlson). The withdrawal follows the company's completed chapter 11 bankruptcy restructuring. As a result, Carlson no longer exists as a legal entity and all legacy debt was extinguished as part of the restructuring. KEY RATING DRIVERS Given the withdrawal, the Key Rating Drivers are no longer applicable. RATING SENSITIVITIES Given the withdrawal, the Rating Sensitivities are no longer applicable. 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. ISSUER PROFILE Carlson Travel, Inc. was a travel management company, competing with peer American Express Global Business Travel. CATHOLIC HEALTH: S&P Lowers Revenue Bond Rating to 'BB+' -------------------------------------------------------- S&P Global Ratings lowered its long-term rating on Buffalo and Erie County Industrial Land Development Corp., and Dormitory Authority of the State of New York's revenue bonds issued for Catholic Health System (CHS) and its subsidiaries to 'BB+' from 'BBB'. In addition, S&P Global Ratings assigned its 'BB+' rating to Niagara Area Development Corp.'s $65 million tax-exempt multi-modal revenue bonds series 2022, issued for CHS. The outlook is negative. "The downgrade reflects CHS' very large operating losses during the past several years that have been exacerbated by the COVID-19 pandemic," said S&P Global Ratings credit analyst Anne Cosgrove. "We view the rating action driven by social risks under our Environmental, Social and Governance (ESG) credit factors," added Ms. Cosgrove. In addition, we expect an even larger operating loss for fiscal 2021 as a result of increased human capital social risks, given the recent strike that likely will have a significant negative impact on operations, with an estimated $50 million of higher expenses as well as lost revenues. This has also pressured liquidity and we expect unrestricted reserves will be closer to 75 days' cash on hand over the outlook period. We believe that the debt service coverage ratio will fall below 1x, and will require a consultant call-in following 2021 fiscal results. We expect CHS will have less liquidity cushion; this is on top of its already elevated leveraged balance sheet. "The negative outlook reflects significant uncertainty over the outlook period, our expectation for further losses, albeit reduced, and lower liquidity. Future rating actions will hinge on CHS' ability to meet or exceed budget expectations. "We view CHS' environmental risk as in line with that of peers. We view social human capital risk as higher than that of peers, given the high percentage of unionized employees (42%) that has resulted in prolonged union contract negotiations, contributing to deterioration in operating performance. In addition, we believe the COVID-19 pandemic exposes the entire sector to additional social risks that, though improving given widespread vaccine distribution, remain a threat and a point of uncertainty, including staffing shortages and higher temporary employee costs. We also analyzed CHS' governance risk and determined it is higher than the sector in light of ongoing risks associated with the system's significantly underfunded defined-benefit pension plan, which could pressure operations. "We could lower the rating if operating performance does not improve in fiscal 2022 or if CHS violates its debt service coverage covenant in fiscal 2022. In addition, we could lower the rating if liquidity is not held close to 75 days, given limited cushion at the current rating. "We could revise the outlook back to stable if there is sustained operational improvement and cash flow contributing to stronger coverage and improved liquidity." CBL PROPERTIES: Shareholders Drop Dispute After Bankruptcy ---------------------------------------------------------- Jennifer Bennett of Bloomberg Law reports that CBL & Associates Properties Inc. is free of allegations its leadership made misleading statements about an expensive legal fight involving overbilling after a federal judge in Delaware signed off on a joint voluntary dismissal stipulation Tuesday. Shareholders sued the real estate investment trust—which owns more than 100 properties, including several malls—for allegedly failing to disclose details on a case accusing it of padding tenants' electricity bills. The parties agreed to drop the derivative suit following CBL's bankruptcy filing, they told the U.S. District Court for the District of Delaware. About CBL Properties Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL's portfolio is comprised of 105 properties totaling 63.9 million square feet across 24 states, including 63 highâ€‘quality enclosed, outlet and open-air retail centers and seven properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. On the Web: http://www.cblproperties.com/ CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Tex. Lead Case No. 20-35226). In their restructuring, the Debtors tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC, was the claims agent. * * * CBL & Associates Properties in early August 2021 won approval of its reorganization plan that cut $1 billion in debt, mainly by handing ownership to bondholders. Under the plan, bondholders will get 89 percent of the new CBL and existing shareholders will get 11 percent. CDW LLC: Moody's Assigns Ba2 Rating to Senior Unsecured Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the proposed senior unsecured notes to be issued by CDW LLC, a wholly-owned subsidiary of CDW Corporation. CDW's Ba1 Corporate Family Rating, stable outlook, and all other ratings are unchanged. Net proceeds from the new notes will be used primarily to fund the acquisition of Sirius Computer Solutions, Inc. and pay related expenses. Issuer: CDW LLC Gtd Senior Unsecured Notes, Assigned Ba2 (LGD5) Last month, CDW announced its plans to acquire Sirius for $2.5 billion in cash. The acquisition is subject to HSR clearance and is expected to close in December 2021. RATINGS RATIONALE The debt-funded acquisition of Sirius enhances CDW's scale and expands services and solutions offerings related to hybrid infrastructure, security, as well as cloud and managed services. Sirius will increase revenues generated by CDW's services portfolio to an estimated $1.3 billion from the current $0.9 billion. The transaction is credit negative, however, given the increase in leverage from the issuance of new notes to fund the transaction. Despite higher leverage, there is no impact to the Ba1 Corporate Family Rating (CFR) of CDW or stable outlook because Moody's expects credit metrics, including adjusted debt to EBITDA, will approach pre-transaction levels by the end of 2022. Pro forma for this transaction, debt to EBITDA will be elevated to the mid-3x range (Moody's adjusted), which approaches Moody's 3.5x downgrade trigger. Adjusted free cash flow to debt will decrease but remain in the low to mid-teens percentage range. Moody's expects the majority of free cash flow will be applied to debt reduction consistent with CDW's unchanged target for 2.5x -- 3.0x net leverage (roughly 2.9x -- 3.4x Moody's adjusted). CDW has a good track record for debt repayment after a leveraging acquisition and has generally been disciplined with its financial policies. CDW also committed to restoring credit metrics to pre-transaction levels, so Moody's does not expect additional debt financed acquisitions or sizable share buybacks in 2022. In contrast, CDW repurchased over $900 million of common shares with excess cash over the past several months, and Moody's expects additional share buybacks for the remainder of 2021. Ratings benefit from good revenue diversification across five market segments and CDW's track record of revenue growth since 2009 with expanding free cash flow. As a leading multi-brand provider of IT solutions with a history of good execution, CDW has favorable prospects for continued market share gains due to its scale, extensive product offering, and broad market access relative to smaller value-added resellers of IT products. For LTM ended September 2021, net revenues increased 12% to $20.2 billion reflecting good growth in four out of CDW's five segments. The Government segment suffered double digit percentage revenue declines due to delays in several large federal contracts and tougher comparisons to last year which benefited from the US census and other device programs. Moody's expects CDW will benefit from continued good demand for cybersecurity, infrastructure modernization, hybrid and cloud solutions, and digital transformation initiatives. Adjusted operating margins reached a record high of 7% for LTM September 2021, and Moody's expects margins will remain at this improved level given Sirius contributes even higher adjusted operating margins and the potential for cost synergies. Nevertheless, CDW is exposed to high vendor concentration among its major suppliers, the more volatile spending patterns of small and medium-sized businesses (SMB), as well as budgetary risks of the public sector, each of which can heighten the volatility of technology cycles. CDW issues debt at its wholly-owned subsidiary CDW LLC, which holds all material assets and conducts all business activities and operations. The rating for the new senior unsecured notes (Ba2 LGD5) is one notch below the CFR reflecting the notes' position behind the existing asset-based revolver (unrated - $1.6 billion) and senior secured term loan ($1.4 billion). CDW is in the process of refinancing the existing secured credit facility with unsecured debt instruments in similar amounts. Assuming the refinancing is completed as proposed, the new notes would become pari passu with the new unsecured credit facilities. As a result, the new notes would be upgraded to Ba1 which matches the Ba1 CFR as unsecured debt instruments would represent the preponderance of outstanding debt capital. Leading up to the Sirius acquisition, CDW had a good track record for maintaining financial leverage within its public target range and adjusted free cash flow to debt in the mid teen percentage range or better, despite growing dividends. CDW historically adhered to its disciplined financial policies which include maintaining net leverage ratios between 2.5x and 3.0x (as defined). CDW is publicly traded with its two largest shareholder, Vanguard and Blackrock, each owning roughly 7% to 12% of common shares, followed by other investment management companies holding less than 5% or less. Good governance is supported by a board of directors with nine of the company's ten board seats being held by independent directors. CDW's Speculative Grade Liquidity (SGL) Rating of SGL-1 reflects very good liquidity supported by roughly $200 million of cash, more than $1 billion of revolver availability, the absence of significant near-term debt maturities, and expectations for more than $700 million of free cash flow annually despite growing quarterly dividends. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that CDW will grow its top line and adjusted EBITDA in the low to mid-single digit percentage range over the next year reflecting continued good demand for IT offerings and Moody's macroeconomic forecast for 4.3% - 4.8% GDP growth in the US, UK, and Canada in 2022. Despite the negative impact of supply constraints, Moody's expects overall solid performance across most of the company's five industry verticals. Moody's expects CDW will be successful integrating Sirius as planned given targeted cost synergies are expected to provide a reasonable 30 basis points of margin improvement. The stable outlook also reflects Moody's expectation that CDW will prioritize debt reduction over shareholder payouts to improve adjusted leverage to the company's target range by the end of 2022. Ratings could be upgraded if the integration of Sirius progresses as planned, CDW demonstrates continued revenue and free cash flow growth with stable to improving adjusted operating margins. The company would also need to adhere to conservative financial policies including total adjusted debt to EBITDA being sustained below 2.5x and adjusted free cash flow to debt above 20%. Ratings could be downgraded if CDW experiences loss of customers/market share, or pricing pressures due to increasing competition or a weak economic environment resulting in erosion of margin, interest coverage, or adjusted free cash flow. Adjusted debt to EBITDA being sustained above 3.5x could also lead to a downgrade. Based in Vernon Hills, IL, CDW is a leading IT products and solutions provider to business, government, education, and healthcare customers in the U.S., UK, and Canada. Moody's expects net revenue will exceed $23 billion over the next year pro forma for the acquisition of Sirius. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. CHIP'S SOUTHINGTON: Court Pegs Leasehold, FF&E at $828,850 ---------------------------------------------------------- Chip's Southington, LLC, filed its Second Amended Chapter 11 Plan on September 30, 2021. Under the Plan, M&T Bank, the Debtor's primary secured lender, is classified as the sole claimant in Class 1; the bank asserts a claim for $1,199,033.89. The Plan bifurcates M&T's Claim into: -- an $880,000 secured claim, representing, according to the Debtor, the value of M&T's lien reduced to the fair market value of the collateral it is secured by; and -- a $319,000 deficiency general unsecured prepetition claim for the amount of the debt exceeding that value. With regard to the secured portion of M&T's Claim, the Plan proposes to pay M&T $6,631 per month commencing as of April 28, 2022. In the time between the Effective Date and April 2022, the Plan defers the payment of interest, principal, and other payments, and provides that such amounts will not be paid until maturity of the loan. The Plan provides that the balance of the M&T secured claim, including the deferred payments from the Effective Date to April 2022, would be paid on the fifth anniversary of the Effective Date. With regard to the unsecured portion of M&T's Claim, the Plan proposes that it be treated as a Class 2 unsecured claim. Under the Plan, General Unsecured Creditors (Class 2) will receive an aggregate 10% distribution over five years commencing on the first anniversary of the Effective Date. M&T objected to the Plan, and more specifically, to its treatment thereunder. The gravamen of M&T's Objection centers around the Debtor's valuation of its Collateral, which in turn, affects the amount of M&T's secured claim and its treatment under the Plan. The Debtor has valued its leasehold interest in its ground lease at $531,000 and its furniture, fixtures, and equipment ("FF&E") at $260,000, for an aggregate value of $791,000. M&T, on the other hand, argues that the leasehold interest is valued between $1.25 million and $3.1 million, and that the FF&E is valued at $297,850. In addition to the valuation of the leasehold and FF&E, the parties also disagree on the value of, and M&T's entitlement to, certain other assets of the Debtor, including its Intercompany Receivables, its Employee Retention Tax Credits ("ERTC"), and a Business Interruption Claim ("BI Claim"). The United States Bankruptcy Court for the District of Connecticut, Hartford Division, found that the value of the Debtor's leasehold interest is $531,000 as advanced by the Debtor, and that the value of the FF&E is $297,850 as advanced by M&T. At trial, both the Debtor and M&T Bank offered appraisals prepared by a licensed appraiser to establish an opinion as to the fair market value of the Debtor's Leasehold Interest and the Debtor's FF&E. No objections were advanced regarding the expert qualifications of either appraiser. The parties do not have serious disagreements about the disparity between each appraiser's opinion of the replacement value for the FF&E because the numbers were very close. The main point of contention between the Debtor and M&T involves the replacement value of the Leasehold Interest. In its supplemental brief, the Debtor argues that M&T's Leasehold Interest appraisal evidence should be disregarded by the Court because (1) a cost approach cannot establish the fair market value of the Property and (2) M&T's appraiser's income approach valuation did not adjust comparable rents for differences between properties and applied a discount rate "untethered to reality." Specifically, the Debtor argued that the cost approach used by M&T's appraiser only identifies the cost to rebuild an existing structure, not the fair market value of the property in its current condition. M&T argued that only its appraiser valued the true replacement cost of the Debtor's Leasehold Interest in its Ground Lease because the Debtor's appraiser provided a value predicated on M&T foreclosing the Mortgage on the Ground Lease and subletting the Property to a new tenant. After a full and deliberative examination of the trial record and the referenced appraisal reports, and in the exercise of its discretion over the appropriate valuation methodology and its assessment that the current challenges to the hospitality/restaurant industry call for a higher discount rate, this Court finds that the Appraisal from John W. Nitz of John W. Nitz & Associates, LLC, on the Leasehold Interest is more credible and consistent with recognized appraisal methodologies for a leasehold estate. The Court finds that Mr. Nitz's opinion is also more reflective of the risks and significant market uncertainties that are inherent in such restaurant operations and the real estate market that fulfills the need for a competitive physical location. The Court has disregarded the hypothetical valuation scenarios contained in the Appraisal of M&T Bank's appraiser, Edward DeCapua of Cushman & Wakefield, because they do not reflect the true replacement value of the Debtor's Leasehold Interest in its Ground Lease, the Court said. Furthermore, the Court does not agree with M&T Bank that the value of the Leasehold Interest in August 2021 could somehow be equal to its pre-pandemic value. Additional evidence admitted at trial showed that M&T had appraised the Debtor's Leasehold Interest in February 2020 at a value of $1.4 million, right before the onset of the COVID-19 pandemic. It does not follow that the value of the Leasehold Interest remained at $1.4 million throughout the pandemic, as suggested by Mr. DeCapua. At trial, the Court took judicial notice of generally known facts regarding COVID-19, including reports from the Connecticut Restaurant Association that the prognosis for the industry was uncertain and that, as of August 2021, at least 600 restaurants had failed in Connecticut. The local restaurant industry, by virtue of its current failure rates, demonstrates increased vacancies in such properties and calls for a risk adjustment consistent with revenue losses and escalating costs of goods and labor. In the Court's opinion, as to the furniture, fixtures, and equipment (FF&E) valuations, the opinions of each respective appraiser were so negligibly at variance at to constitute an adjustment error. The appraisal of David Koller of Cushman & Wakefield, however, contains the indicia of more discernment, more reliable detail of the items, and references to the markets for new and used FF&E. The Court accordingly weighs that testimony more heavily and concludes that, in light of its thoroughness and above-referenced attributes, C&W advances a credible and sustainable fair market valuation of $297,850 for the FF&E. Accordingly, the Court finds, for purposes of confirmation of the Debtor's Plan, that the fair market values are $531,000 for the Debtor's Leasehold Interest and $297,850 for the Debtor's FF&E, for an aggregate value of $828,850. The lowest threshold amount for the secured portion of M&T's Claim is therefore $828,850. In Segment 2 of this trial, the Court will determine the value, if any, of additional Collateral securing M&T's Claim, which includes the Debtor's interests in the payroll tax refund arising from the ERTC, the proceeds of the BI Claim, and the Intercompany Receivables. A full-text copy of the post-trial memorandum of decision dated November 13, 2021, is available at https://tinyurl.com/yppb9482 from Leagle.com. About Chip's Southington Southington, Conn.-based Chip's Southington LLC is a privately owned restaurant founded in 1966. It conducts business under the name Chip's Family Restaurant. Chip's Southington filed a Chapter 11 petition (Bankr. D. Conn. Case No. 20-21458) on Dec. 29, 2020. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge James J. Tancredi presides over the case. Green & Sklarz LLC is the Debtor's bankruptcy counsel. The Debtor tapped the law firms of DanaherLagnese, PC, Kanner & Whiteley, LLC and Sweeney Merrigan Law, LLP as its special counsel. George Purtill is the Debtor's Subchapter V Trustee. CLINIGENCE HOLDINGS: Incurs $1.8 Million Net Loss in Third Quarter ------------------------------------------------------------------ Clinigence Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.80 million on $5.57 million of sales for the three months ended Sept. 30, 2021, compared to net income of $1.76 million on $350,032 of sales for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $9.07 million on $12.87 million of sales compared to net income of $860,730 on $1.19 million of sales for the same period during the prior year. As of Sept. 30, 2021, the Company had $83.27 million in total assets, $9.33 million in total liabilities, and $73.94 million in total stockholders' equity. The Company has an accumulated deficit of $27,305,852 at September 30, 2021. This factor, among others, raise substantial doubt about the ability of the Company to continue as a going concern for the next twelve months from the date that the financial statements are issued. Management's plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company's ability to continue as a going concern, is dependent upon the ability to attain funding to secure additional resources to generate sufficient revenues and increased margin, which without these represent the principal conditions that raise substantial doubt about the Company's ability to continue as a going concern. As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to negatively impact operations. Other financial impact could occur though such potential impact is unknown at this time. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to the Company's facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact the Company's operations, financial condition and demand for its goods and services but its overall ability to react timely to mitigate the impact of this event. Also, it may hamper the Company's efforts to comply with its filing obligations with the Securities and Exchange Commission. The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next twelve months. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of a private placement of equity and debt instruments. In connection with the Company's business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations," the Company stated. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1479681/000160706221000537/clnh093021form10q.htm About Clinigence Holdings Clinigence Holdings -- http://www.clinigencehealth.com-- is a healthcare information technology company providing an advanced, cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually unlimited insights into patient populations. Clinigence reported a net loss of $5.65 million in 2020 following a net loss of $7.12 million in 2019. As of June 30, 2021, the Company had $77.36 million in total assets, $10.09 million in total liabilities, and $67.26 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COBRA HOLDINGS: Moody's Affirms B3 CFR, Outlook Remains Stable -------------------------------------------------------------- Moody's Investors Service affirmed Cobra Holdings, Inc.'s ratings, including the issuer's B3 corporate family rating and B3-PD probability of default rating. Concurrently, Moody's affirmed the B2 rating on Cobra's senior secured first lien credit facility (term loan to be upsized to $550 million) and the Caa2 rating on the company's senior secured second lien term loan (to be upsized to $205 million). The rating action follows the recently announced acquisitions of Investment Metrics ("IM") and Compliance Solutions Strategies ("CSS") in transactions which will be partially debt funded and nearly double total borrowings to nearly $770mn (Moody's adjusted) [1]. The ratings outlook is stable. Moody's considers these sizable and leveraging acquisitions in rapid succession to Clearlake Capital Group, L.P.'s ("Clearlake") July 2021 purchase of a majority stake in Cobra to be demonstrative of a high tolerance for aggressive financial strategies, presenting governance risk. However, the affirmation of the ratings also reflects the stability of company's business, good growth prospects and adequate liquidity. The following ratings/assessments are affected by the action: Ratings Affirmed: Issuer: Cobra Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Bank Credit Facilites, Affirmed B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD5 from LGD6) Outlook Actions: Issuer: Cobra Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Cobra's (d/b/a Confluence Technologies, Inc., ("Confluence")) B3 CFR is principally constrained by the Company's concentrated private equity ownership structure and tolerance for incremental debt-financed acquisitions and shareholder distributions which are indicative of an aggressive financial strategy that could constrain deleveraging efforts. Pro forma trailing leverage remains very high at approximately 9.5x (Moody's adjusted for operating leases, 10x excluding EBITDA addbacks for changes in deferred revenue and commissions). Cobra's credit profile is also negatively impacted by the company's limited scale as well as industry concentration in a very competitive end market comprised primarily of software providers for asset managers and servicers in the financial sector. The acquisitions of IM and CSS, which will significantly augment Cobra's revenue base, carry material integration challenges and potential business disruptions could result in weaker than expected financial performance over the next 12-18 months. These risks are partially offset by Cobra's established market niche, large subscriber base including blue-chip relationships with high retention rates, and a highly predictable recurring revenue model as a provider of SaaS based and licensed software solutions to the financial services sector. The company's credit quality also benefits from Cobra' strong profitability margins and expectations of improving free cash flow generation. The first lien bank debt facility is rated one notch above the CFR given its senior ranking in the capital structure relative to the company's second lien loan which provides first loss support. The B2 rating on the first lien debt reflects an LGD3 loss assessment, while the Caa2 rating on the second lien loan reflects an LGD5 loss assessment. The instrument ratings reflect the B3-PD PDR and an average recovery of approximately 50% in Moody's assumed default scenario, in the aggregate, across all creditors. Cobra's adequate liquidity reflects the company's modest pro forma cash balance and Moody's expectation of free cash flow approximating 3% of total debt over the next 12 months. Cobra's liquidity is also bolstered by an undrawn $40 million revolving credit facility. The company's term loans are not subject to financial covenants, but the revolving credit facility has a springing covenant based on a maximum net first lien leverage ratio of 9x which the company should be in compliance with over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if Cobra maintains consistent revenue and EBITDA growth while adopting and adhering to a more conservative financial policy which prioritizes debt reduction such that debt to EBITDA (Moody's adjusted) is sustained below 6.5x and annual free cash flow is sustained above 5% of debt. The rating could be downgraded if Cobra experiences a weakening competitive position, diminished liquidity, incurs free cash flow deficits, or the company maintains aggressive financial policies that prevent meaningful debt reduction and deleveraging. The principal methodology used in these ratings was Software Industry published in August 2018. Cobra, which is principally owned by Clearlake and TA Associates Management, L.P. ("TA"), provides, primarily through a SaaS-based sales model, performance reporting, analytics, regulatory reporting, risk, and data solutions to capital markets clients. Pro forma for recent acquisitions, Moody's forecasts that the company will generate sales of approximately $255 million in 2022. COBRA HOLDINGS: S&P Raises First-Lien Term Loan Rating to 'B' ------------------------------------------------------------- S&P Global Ratings raised the issue-level rating to 'B' from 'B-' on Pittsburgh-based Cobra Holdings Inc.'s (d/b/a Confluence) first-lien term loan and revised the recovery rating to '2' from '3'. The '2' recovery rating reflects its expectation of substantial (70% to 90%: estimate: 70%) recovery prospects for lenders in a default scenario. S&P's issue-level rating on the second-lien term loan remains 'CCC', with a '6' recovery rating. The 'B-' issuer credit rating and stable outlook remain unchanged. The company is a provider of performance reporting, regulatory, risk, and data software solutions and is acquiring two targets: Investment Metrics LLC (IM) and Compliance Solutions Strategies (CSS). The company will finance the transactions primarily with $260 million of incremental first-lien term loan, $100 million of second-lien term loan, preferred equity, and common equity from existing sponsor Clearlake Capital Group L.P. S&P said, "Despite the transaction extending our initial deleveraging trajectory, we view the acquisitions of IM and CSS as strengthening Confluence's business by improving its scale while enhancing its investment reporting, research, and regulatory solutions. IM and CSS are niche providers within the financial technology sector and benefit from high revenue visibility and cost synergy potential. For the recent quarter, the targets reported high recurring revenues and gross retention rates in excess of 97%. Following the integration and realization of cost synergies, we believe the cross-selling opportunity may accelerate organic revenue growth prospects and we expect it to be accretive to adjusted EBITDA margins by 2023. We believe consistent organic revenue growth compounded with an achievable cost-savings plan will drive strong improvements in adjusted EBITDA margin and free operating cash flow (FOCF) to debt of 5%-8%. "The stable outlook reflects our expectation for adjusted leverage to remain above 10x during the next year (8x excluding preferred shares). However, we expect a smooth integration and realization of cost synergies ultimately improving adjusted EBITDA margins and cash flow generation." Recovery Rating Analysis Key analytical factors: -- Pro forma for the transaction company's debt capitalization consists of an undrawn $40 million revolver due 2026, $550 million senior secured term loan B due 2028, and $205 million second-lien term loan due 2029. -- In S&P's hypothetical default scenario, we assume large contract losses due to intensified competition, industry consolidation, and/or mishandling of customer migrations spiking attrition. -- S&P values Confluence as a going concern and use a 7x multiple of our projected EBITDA. Simulated default assumptions: -- Simulated year of default: 2023 -- EBITDA at emergence: About $69 million -- EBITDA multiple: 7x -- Guarantor/nonguarantor split: 80%/20% Simplified waterfall: -- Gross enterprise value: About $481 million -- Net enterprise value (after 5% administrative costs): About $457 million -- First-lien debt claims: About $595 million --Recovery expectation: 70%-90% (rounded estimate: 70%) -- Second-lien debt claims: About $214 million --Recovery expectation: 0%-10% (rounded estimate: 5%) CODE 3 SERVICES: Seeks Approval to Hire O2 CPA as Accountant ------------------------------------------------------------ Code 3 Service, LLC seeks approval from the U.S. Bankruptcy Code for the District of New Mexico to employ O2 CPA Consulting Group to provide accounting services, including tax return preparation. O2 CPA's hourly rates for its services range from $375 to $100. The firm received the sum of $5,000 as retainer. As disclosed in court filings, O2 CPA does not represent interests adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Bruce F. Malott, CPA, CFF O2 CPA Consulting Group 901 3rd St. NW, Suite A Albuquerque, NM 87102 Phone: +1 505-715-5510 About Code 3 Service LLC Code 3 Service, LLC filed its voluntary petition for Chapter 11 protection (Bankr. D. N.M. Case No. 21-11160) on Oct. 12, 2021, listing as much as $1 million in both assets and liabilities. Judge David T. Thuma presides over the case. Michael K. Daniels, Esq., a practicing attorney in Albuquerque, N.M., and O2 CPA Consulting Group serve as the Debtor's bankruptcy counsel and accountant, respectively. COMAIR LTD: Foreign Rep Permitted to Conduct Discovery of Boeing ---------------------------------------------------------------- At the behest of Richard A. Ferguson, in his capacity as the Business Rescue Practitioner and foreign representative of Comair Limited, the United States Bankruptcy Court for the Southern District of New York authorized him to conduct discovery of The Boeing Company pursuant to section 1521 of the Bankruptcy Code and Rules 2004 and 9016 of the Federal Rules of Bankruptcy Procedure. The Court found that the Foreign Representative has established grounds under section 1521(a)(4) to conduct discovery of Boeing relating to causes of action that Comair may hold against Boeing and the extent of Comair's potential monetary recovery from Boeing. The Foreign Representative says the requested discovery is necessary to facilitate his efforts to assess the viability, strength, and magnitude of potential causes of action against Boeing and the likelihood and extent of a monetary recovery. He contends that given the potential magnitude of damages, the outcome of his investigation could have a significant impact on whether there remains "any reasonable prospect of the company being rescued" -- one of his ongoing statutory duties under the Companies Act. Thus, he maintains that the requested discovery would enable him to fulfill his statutory duties under South African law. Boeing argues it is not a party to Comair's chapter 15 case and has not appeared or filed a claim in the South African Proceeding. Boeing says that by its terms, the Rescue Plan does not anticipate the resolution of any claims against it or the distribution to creditors of any litigation proceeds that theoretically might result, and that the Debtor anticipates suing it separately, independent of its restructuring and at some unidentified time in the future. The Foreign Representative asserts, and the Court agrees, that the fact that Comair has not commenced litigation against Boeing in South Africa and is not seeking assistance to conduct discovery in litigation properly commenced in a foreign proceeding is not a bar to the relief under section 1521(a)(4). The Court says the statutory provision does not require that there be pending litigation. Boeing is correct that courts have ordered chapter 15 discovery in aid of a foreign representative's efforts to liquidate claims, and where the foreign representative could not obtain the debtor's books and records it required to assure an economic and expeditious administration of the debtor's estate, and that the discovery that the Foreign Representative is seeking falls outside of those parameters. However, the Court said, that does not bar the Foreign Representative from obtaining the relief he is seeking in the Motion. As the Foreign Representative notes, the requested discovery of Boeing is necessary to facilitate his efforts to assess the viability of potential causes of action against Boeing and the extent of potential monetary recovery from Boeing. Relief under section 1521(a)(4) is available to foreign representatives investigating potential causes of action irrespective of how any future litigation proceeds might be used. The Court finds that the discovery sought by the Foreign Representative concerning Comair's potential claims against Boeing will assist him to "effectuate the purpose" of Chapter 15. A full-text copy of the memorandum decision and order dated November 14, 2021, is available at https://tinyurl.com/kf764b83 from Leagle.com. John A. Pintarelli, Esq., Anne C. Lefever, Esq., and Dania Slim, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York, represent the Foreign Representatives of Comair Limited (in Business Rescue). Kirkland & Ellis LLP's David R. Seligman, Esq. -- david.seligman@kirkland.com -- Susan D. Golden, Esq. -- susan.golden@kirkland.com -- Michael B. Slade, Esq. -- michael.slade@kirkland.com -- represent The Boeing Company. About Comair Ltd. Comair Limited is an airline based in South Africa that operates scheduled services on domestic routes as a British Airways franchisee. It also operates as a low-cost carrier under its own kulula.com brand. The struggling airline was forced to halt all activities in March 2020 after a countrywide lockdown was imposed to curb the spread of coronavirus. Burning cash, Comair was forced to seek bankruptcy protection in May. In September 2020, the administrators of the restructuring process presented a plan that provides that former board members and executives of Comair would inject fresh equity into the company. The approved rescue plan also entails 600 million rand in fresh loans from its lenders, a deferred payment of 800 million rand and delisting from the Johannesburg Stock Exchange (JSE). Comair resumed kulula and British Airways flights in December 2020. Comair Limited filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 21-10298) on Feb. 16, 2021, to seek U.S. recognition of its Business Rescue proceedings in South Africa. Pillsbury Winthrop Shaw Pittman LLP is the U.S. counsel. CONCORD INC: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- Concord, Inc. asks the U.S. Bankruptcy Court for the Northern District of Georgia for authority to use cash collateral on an interim basis pursuant to the budget. The Debtor previously had eight locations. One has closed and another has been sold. The Carlton's location that was sold resulted in net proceeds of $190,000. Iberiabank Corporation asserts a first priority security interest in all of the Debtor's property, including accounts receivable. The U.S. Small Business Administration and McKesson Corporation assert a second and third priority interest in Cash Collateral, respectively. On November 8, 2021, the Court entered an Order authorizing the use of $70,000 of the $190,000 to help fund payroll and necessary operating expenses of the Debtor. The Debtor is requesting an additional $50,000 in funds to make payroll on November 24, 2021. Sean Duffy, a business broker, is actively marketing all pharmacy locations, and Debtor is preparing an application to employ for Mr. Duffy. The Debtor proposes that First Horizon will continue to receive the same adequate protection as in the final cash collateral order: a replacement lien on all tangible and intangible personal property, to the extent and validity of those liens that existed pre-petition and payment, which can be waived at the discretion of First Horizon. A copy of the motion is available for free at https://bit.ly/3HKGFNm from PacerMonitor.com. About Concord Inc. Founded in Philadelphia in 1983, Concorde has distinguished itself as a leader in the provision and management of driver qualification file management, substance abuse programs, physical examinations, regulatory compliance consulting, occupational health and safety services, policy development and consulting, and employee background screening. Concord, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-52482) on March 26, 2021. At the time of the filing, the Debtor disclosed $1,000,001 to $10,000,000 in both assets and liabilities. Will B. Geer, Esq., at Wiggam & Geer, LLC, serves as the Debtor's counsel. CONNACHT CORPORATION: Taps Thompson Law Group as Counsel -------------------------------------------------------- Connacht Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Thompson Law Group, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. giving legal advice with respect to the Debtor's powers and duties; b. taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved and objection to claims filed against the estate; c. preparing legal papers; d. performing other legal services to assist the Debtor in its effort to reorganize. Thompson Law Group's attorneys will be paid at their normal hourly rate of $300. The rate for paralegal services is $90 per hour. The firm will also seek reimbursement for work-related expenses incurred. As disclosed in court filings, Thompson Law Group is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm may be reached at: Brian C. Thompson, Esq. Thompson Law Group, P.C. 125 Warrendale Bayne Road, Suite 200 Warrendale, PA 15086 Tel: (724) 799-8404 Fax: (724) 799-8409 Email: bthompson@thompsonattorney.com About Connacht Corporation Connacht Corporation, doing business as Colorize of Pittsburgh, owns and operates a paint and decorating store that services the Pittsburgh, Pa. market. Connacht Corporation filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Penn. Case 21-22467) on Nov. 14, 2021, listing up to $1 million in assets and up to $10 million in liabilities. Regis Flaherty, president of Connacht Corporation, signed the petition. Judge Thomas P. Agresti presides over the case. Brian C. Thompson, Esq., at Thompson Law Group, P.C. represents the Debtor as legal counsel. COWEN INC: S&P Affirms 'BB-' ICR on Acquisition of Portico ---------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit and senior secured debt ratings on Cowen Inc. The outlook remains stable. Cowen Inc. has announced it is acquiring Portico Capital Advisors, a boutique merger-and-acquisition advisory firm specializing in the software, data, and analytics sectors, which will modestly add to its scale and diversification. The acquisition of Portico adds some scale and diversification to Cowen's investment banking business, though it will not dramatically change the firm's business position. Portico, given its focus on advisory, does not carry a large balance sheet, but the transaction will generate goodwill and intangibles that will lower Cowen's RAC ratio to about 8.8%, from over 10% as of Sept. 30, 2021. That said, Cowen's strong performance so far in 2021 had improved the RAC ratio above our earlier expectations, and the acquisition will bring the ratio more in line with those expectations. S&P's ratings on Cowen continue to reflect its focused and growing institutional and investment banking franchise, fairly volatile revenue, adequate capitalization and liquidity, and weaker-than-peer funding. It also reflects the company's transition to being less focused on principal investing, which could be a more stable and better-capitalized business model. Cowen is a nonoperating holding company formed in 2009 that, through its mostly regulated brokerage subsidiaries, provides investment banking, securities brokerage, research, sales and trading, prime brokerage, global clearing, and investment management services. While Cowen's current strategy and business mix is focused and well-coordinated to support its institutional brokerage and investment banking efforts, this has come together only in the past two years, and Cowen does not yet have as long a track record as some of its better-rated peers, in S&P's view. The stable outlook reflects our expectations that Cowen will successfully integrate the acquisition and maintain adequate capitalization with a RAC ratio of at least 8%, an LCM of about 1x, and solid profitability as it monetizes some investments and moves to a less capital-intensive business model. Downside scenario Over the next 12 months, S&P could lower the ratings if: -- Cowen experiences weak profitability due to a downturn in business performance or write-down in assets; -- S&P expects the company's RAC ratio to fall below 7% on a sustained basis; or -- S&P expects it to maintain its LCM below 0.9x or liquidity otherwise deteriorates. Upside scenario Over the same horizon, S&P could raise its ratings if Cowen demonstrates sustained growth and stable revenue and profitability, and either: -- The firm maintains a RAC ratio sustainably above 10%; or -- S&P expects funding to improve, with an S&P Global Ratings gross stable funding ratio sustainably above 100%. DOLPHIN ENTERTAINMENT: Posts $142K Net Income in Third Quarter -------------------------------------------------------------- Dolphin Entertainment, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $141,651 on $9.40 million of total revenues for the three months ended Sept. 30, 2021, compared to a net loss of $137,630 on $5.53 million of total revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $3.78 million on $25.22 million of total revenues compared to a net loss of $1.01 million on $17.36 million of total revenues for the nine months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $54.13 million in total assets, $30.60 million in total liabilities, and $23.53 million in total stockholders' equity. The Company has suffered recurring losses and had an accumulated deficit of $101.8 million as of Sept. 30, 2021. "In this regard, management is planning to raise any necessary additional funds through additional issuances of our common stock, securities convertible into our common stock, debt securities, as well as available bank and non-bank financing, or a combination of such financing alternatives. There is no assurance that we will be successful in raising additional capital. Such issuances of additional shares of our common stock or securities convertible into our common stock would further dilute the equity interests of our existing shareholders, perhaps substantially. Our subsidiaries operate in industries that were adversely affected by the government mandated shelter-in-place, stay-at-home and work-from-home orders as a result of the novel coronavirus COVID-19. During 2021, we received $5.9 million of convertible notes payable. In addition, in the nine months ended September 30, 2021, we received notifications of the forgiveness of the PPP Loans of 42West, Dolphin, Viewpoint, Shore Fire and The Door which amounted to $2.8 million. In October 2021, we received notification of the forgiveness of the remaining outstanding PPP Loan in the amount of approximately $0.3 million. In addition, we have a substantial amount of debt. If we are not able to generate sufficient cash to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying digital or film productions, selling assets, restructuring or refinancing our indebtedness or seeking additional debt or equity capital or bankruptcy protection. We may not be able to execute any of these remedies on satisfactory terms or at all and our indebtedness may affect our ability to continue to operate as a going concern," the Company stated in the Report. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1282224/000155335021001067/dlpn_10q.htm About Dolphin Entertainment Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc. -- http://www.dolphinentertainment.com-- is an independent entertainment marketing and premium content development company. Through its subsidiaries, 42West LLC, The Door Marketing Group LLC and Shore Fire Media, Ltd, the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment, hospitality and music industries. Dolphin Entertainment reported a net loss of $1.94 million for the year ended Dec. 31, 2020, compared to a net loss of $2.33 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $50.99 million in total assets, $28.82 million in total liabilities, and $22.17 million in total stockholders' equity. Miami, Florida-based BDO USA, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations, and at Dec. 31, 2020, has an accumulated deficit, and a working capital deficit that raise substantial doubt about the Company's ability to continue as a going concern. DUNN PAPER: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating of Dunn Paper Holdings, Inc. to Caa1 from B3 and the probability of default rating to Caa1-PD from B3-PD. Moody's also downgraded the instrument ratings. The rating outlook changed to negative from stable. The downgrade reflects weak liquidity and credit metrics as higher pulp prices have negatively impacted the company's performance in the past twelve months. The downgrade also reflects refinancing risk and increasing risk of restructuring or a distressed debt exchange with both the revolver and the first lien term loan maturing in August 2022. Downgrades: Issuer: Dunn Paper Holdings, Inc. Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured First Lien Term Loan, Downgraded to Caa1 (LGD3) from B3 (LGD3) Senior Secured Second Lien Term Loan, Downgraded to Caa3 (LGD5) from Caa2 (LGD6) Senior Secured Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: Dunn Paper Holdings, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE The Caa1 CFR reflects weak credit metrics (debt/EBITDA of over 9x and EBITDA/Interest of under 1.5x in the twelve months ended September 2021, as adjusted by Moody's and not including management fees or other adjustments allowed by the company's credit agreement), negative free cash flow and weak liquidity. The CFR also reflects near-term refinancing risk and an increasing risk of debt restructuring or a distressed exchange. As a small non-integrated producer of specialty packaging paper and tissue products (the company only produces 20% of its pulp needs), Dunn Paper has been negatively impacted by price increases in pulp, its main raw material, and recycled fiber, such as sorted office papers. The company's announced price increases to non-indexed customers have lagged pulp price increases and have resulted in lower margins and negative free cash flow. The rating also reflects private equity ownership and the company's small scale and limited growth over the last five years due to competitive pressures in the machine-grazed segment and demand declines due to the pandemic. The credit profile benefits with the company's diversification to tissue (about 50% of sales), which allowed the company to mitigate the negative impact of the coronavirus pandemic on it machine-glazed volumes. The company's owner, Arbor Investments, contributed equity to avoid a covenant breach and a default in the third quarter just six months after amending the revolver to provide more headroom under the covenants. Although the company announced additional price increases, pulp prices began to decline and volume trends for both tissue and machine-glazed paper are positive, the company has little room for negative variance in operating performance. The company has engaged an advisor to help it with refinancing efforts. As a specialty paper manufacturer, Dunn Paper faces modest environmental and social risks. Moody's believes Dunn Paper has established expertise in complying with environmental and business risks and has incorporated procedures to address them in its operational planning and business models, including secondary fiber usage in paper, recycled tissue production and introduction of fluorocarbon-free paper. Moody's views Dunn Paper as having weak liquidity. The company had no cash as of September 30, 2021 and $14 million drawn on the $30 million revolver which matures in less than 12 months on August 26, 2022. Moody's projects that the company will generate limited free cash flow over the next 12 months. The first lien term loan also matures in August 2022 and the second lien term loan matures in August 2023. The company has no headroom under the 6.75x leverage covenant following the equity cure provided by the sponsor in the third quarter of 2021. The company needs to significantly improve its earnings to avoid breaching the covenant, which steps down 0.25x each quarter starting in March 31, 2022. The credit agreement allows for one cure right in two consecutive quarters. All assets are encumbered by secured credit facilities. Negative rating outlook reflects weak liquidity, little room for negative variance in operating performance and increasing risk of restructuring or a distressed exchange. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could stabilize the outlook and upgrade the rating, if the company refinances its capital structure and improves the maturity profile beyond the next few years. An outlook change and an upgrade would also depend on improved liquidity and credit metrics, specifically Debt/EBITDA below 6x and expectation of positive free cash flow. Moody's could downgrade the rating if the company fails to refinance its upcoming maturities or restructures its debt. The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. Headquartered in Alpharetta, GA, Dunn Paper manufactures a broad range of lightweight food packaging paper as well as absorbency and specialty tissue products. The company operates seven mills with annual capacity of 270,000 tonnes of specialty paper and tissue products. The company generated approximately $342 million of sales for the twelve months ended September 30, 2021. The company is privately owned (Arbor Investments acquired Dunn Paper in August 2016) and does not publicly disclose financial information. ECOARK HOLDINGS: John Cahill Quits as Director ---------------------------------------------- John Cahill resigned from the Board of Directors of Ecoark Holdings, Inc., on Nov. 12, 2021. There were no disagreements between Mr. Cahill and the company relating to his service as a director. On Nov. 12, 2021, the company appointed Emily L. Pataki as a member of the Board of Directors. There is no arrangement or understanding between Ms. Pataki, and any other persons pursuant to which Ms. Pataki was selected as a director. Effective Nov. 16, 2021, Ms. Pataki was granted 50,000 restricted stock units under the company's 2017 Omnibus Incentive Plan subject to continued service as a director and execution of the RSU Agreement. Ms. Pataki was also granted an annual stipend of $50,000 cash consideration vesting on the first business day of each quarter equal to one-fourth of the total stipend, or $12,500 per quarter. Payments will be prorated for mid-quarter service dates. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark Holdings reported a net loss of $20.89 million for the year ended March 31, 2021, compared to a net loss of $12.14 million for the year ended March 31, 2020. As of Sept. 30, 2021, the Company had $45.50 million in total assets, $21.73 million in total liabilities, and $23.77 million in total stockholders' equity. EHT US1 INC: Woods, Wu Held in Contempt of Injunction Order ----------------------------------------------------------- Urban Commons Queensway, LLC, commenced an adversary proceeding against Taylor Woods and Howard Wu to recover approximately $2.4 million, plus other damages, as a result of the Defendants' fraudulent scheme to obtain a PPP loan on behalf of Urban Commons Queensway, LLC ("UCQ"). The Plaintiff filed a Motion for Judgment of Civil Contempt Against the Defendants for Failure to Comply with the Preliminary Injunction. Subsequently, the United States Bankruptcy Court for the District of Delaware held that Messrs. Woods and Wu "are fraudsters" and concluded that the Defendants are in contempt of the PI Order. According to the Court, the Defendants fraudulently obtained a PPP loan on behalf of the Debtor without authority and absconded with the proceeds, leaving either the Debtor or the United States to pay back the lender. They were sued by the Debtor, and, after notice and a hearing, the Court entered summary judgment against them and their company and enjoined the Defendants from dissipating their assets. In addition, the Court ordered a detailed accounting. The Defendants, however, have not provided a sufficient accounting and have baldly stated they intend to dissipate their assets. The Court said it cannot countenance the Defendants' willful refusal to comply with its injunction to the detriment of the Debtor's creditors. Thus, the Court held the Defendants in contempt of the preliminary injunction. The Court will convene another hearing to consider what sanction to impose, including whether to place Messrs. Wu and Wood in custody. "The Court does not take this step lightly, but the actions of Defendants in derogation of a Court order entered after notice and a hearing leave no alternative," the Court said. A full-text copy of the Opinion dated November 15, 2021, is available at https://tinyurl.com/3mb56pxp from Leagle.com. The adversary proceeding is Urban Commons Queensway, LLC, Plaintiff, v. EHT Asset Management, LLC, Taylor Woods, and Howard Wu, Defendants, Adv. Pro. No. 21-50476 (CSS)(D. Del.). Cole Schotz, P.C. Seth Van Aalten, G. David Dean, Esq. -- ddean@coleschotz.com -- Justin R. Alberto, Esq. -- jalberto@coleschotz.com -- Wilmington, DE, and Paul Hastings LLP, Luc A. Despins, Esq. -- lucdespins@paulhastings.com -- Nicholas A. Basset, Esq. -- nicholasbassett@paulhastings.com -- G. Alexander Bongartz, Esq. -- alexbongartz@paulhastings.com -- New York, NY, Attorneys for Plaintiff Urban Common Queensway, LLC. Bodell Bove, LLC, Bruce W. McCullough, Esq. -- bmccullough@bodellbove.com -- Wilmington, DE, Attorney for Defendants EHT Asset Management, LLC, Taylor Woods, and Howard Wu. About Eagle Hospitality Group Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust and Eagle Hospitality Business Trust. Based in Singapore, Eagle H-REIT is established with the principal investment strategy of investing on a long-term basis in a diversified portfolio of income-producing real estate, which is used primarily for hospitality or hospitality-related purposes as well as real estate-related assets in connection with the foregoing, with an initial focus on the United States. EHT US1, Inc. and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1 estima ed $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their bankruptcy counsel, FTI Consulting Inc. as restructuring advisor, and Moelis & Company LLC as an investment banker. Rajah & Tann Singapore LLP and Walkers serve as Singapore Law counsel and Cayman Law counsel, respectively. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on Feb. 4, 2021. The committee tapped Kramer Levin Naftalis & Frankel, LLP as bankruptcy counsel, Morris James LLP as Delaware counsel, and Province, LLC as financial advisor. LVM Law Chambers LLC serves as the Debtor's Singapore law Conflicts counsel. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' Chapter 11 cases. Thomas D. Bielli, Esq., at Bielli & Klauder, LLC, is the fee examiner's legal counsel. ESCALON MEDICAL: Posts $317K Net Income in First Quarter -------------------------------------------------------- Escalon Medical Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $317,220 on $2.68 million of net revenues for the three months ended Sept. 30, 2021, compared to a net loss of $196,553 on $2.41 million of net revenues for the three months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $5.46 million in total assets, $3.68 million in total liabilities, and $1.78 million in total shareholders' equity. The Company's total cash on hand as of Sept. 30, 2021 was approximately $1,256,000 excluding restricted cash of approximately $256,000 compared to approximately 1,651,000 of cash on hand and restricted cash of $256,000 as of June 30, 2021. Approximately $48,000 was available under our line of credit as of Sept. 30, 2021. Escalon said that, "Because our operations have not historically generated sufficient revenues to enable profitability, we will continue to monitor costs and expenses closely and may need to raise additional capital in order to fund operations. We expect to continue to fund operations from cash on hand and through capital raising sources if possible and available, which may be dilutive to existing stockholders, through revenues from the licensing of our products, or through strategic alliances. Additionally, we may seek to sell additional equity or debt securities through one or more discrete transactions, or enter into a strategic alliance arrangement, but can provide no assurances that any such financing or strategic alliance arrangement will be available on acceptable terms, or at all. Moreover, the incurrence of indebtedness in connection with a debt financing would result in increased fixed obligations and could contain covenants that would restrict our operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/862668/000086266821000018/esmc-20210930.htm About Escalon Headquartered in Wayne, Pennsylvania, Escalon Medical Corp. operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices for ophthalmic applications. Escalon reported a net loss of $52,023 for the year ended June 30, 2021, compared to a net loss of $650,280 for the year ended June 30, 2020. As of June 30, 2021, the Company had $5.68 million in total assets, $4.22 million in total liabilities, and $1.46 million in total shareholders' equity. Marlton, New Jersey-based Friedman LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 27, 2021, citing that the Company's significant accumulated deficit and recurring losses from operations and negative cash flows from operating activities in prior years raise substantial doubt about the Company's ability to continue as a going concern. ESTILL SC: S&P Lowers 2016 Waterworks Rev. Bonds Rating to 'BB+' ---------------------------------------------------------------- S&P Global Ratings has lowered its long-term rating to 'BB+' from 'BBB' on Estill, S.C.'s existing 2016 waterworks and sewer revenue bonds. The outlook has been revised to developing from negative. "The downgrade and developing outlook reflect the destructive effects of a tornado that struck south of Estill in spring 2020, which we believe has had unquestionable implications on the creditworthiness of the issuer," said S&P Global Ratings credit analyst Alan Shabatay. The damage from this tornado included significant damage to a nearby Federal Correctional Institution (FCI Estill), which represented about 63% of total revenues in fiscal year-end 2020. In S&P's view, the impact from the tornado drives the rating change, and we treat the event as an environmental physical risk factor. The rating action also reflects the high degree of uncertainty surrounding the future operational and financial health of the utility system. The developing outlook reflects the uncertainty surrounding when Estill will return to its historical operating and financial performance. S&P expects the system will draw down on the Federal Emergency Management Agency (FEMA) funds in the medium term, until the prison is able to reopen and return to generating historical revenues. S&P said, "The rating action caused by the tornado is considered a physical risk under our environmental, social, and governance factors. We believe the utility system faces the potential for protracted disruptions in providing service and collecting revenues that support debt service, infrastructure damage, depletion of already marginal liquidity levels, and the need to increase rates to cover expenses, which could prove challenging due to Estill's well below-average income levels. "We could lower the rating further if the reopening of FCI Estill is delayed past the period in which FEMA funds are still available. If rates are not raised, and there are insufficient FEMA funds, causing the town to draw upon reserves, we would likely lower the rating further. "We could return the rating to the 'BBB' category if the system's financial performance stabilizes with positive operating margins, driven either by the prison reopening or by other revenue and expenditure actions." EYEPOINT PHARMACEUTICALS: Closes $115.4 Million Public Offering --------------------------------------------------------------- EyePoint Pharmaceuticals, Inc. has closed its underwritten public offering of 5,122,273 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase an additional 1,095,000 shares of common stock, and pre-funded warrants to purchase up to an aggregate of 3,272,727 shares of its common stock. The shares of common stock were sold at a public offering price of $13.75 per share, and the pre-funded warrants were sold at a purchase price of $13.74 per pre-funded warrant, for aggregate gross proceeds of approximately $115.4 million, before deducting underwriting discounts and commissions and other offering expenses payable by EyePoint. All of the securities were sold by EyePoint. Cowen and Guggenheim Securities acted as joint book-running managers for the offering. Cantor acted as passive book-running manager for the offering. EyePoint intends to use the net proceeds from the offering to advance EYP-1901 into and through Phase 2 clinical trials for wet AMD, DR, and RVO, as well as support its earlier stage pipeline development initiatives, and for general corporate purposes. The securities were offered by the Company pursuant to a shelf registration statement on Form S-3 (No. 333-258598) previously filed with the Securities and Exchange Commission (SEC) on Aug. 6, 2021 and declared effective by the SEC on Aug. 11, 2021. The securities were offered by means of a prospectus supplement and accompanying prospectus relating to the offering that form a part of the registration statement. A final prospectus supplement relating to and describing the terms of the offering was filed with the SEC on November 18, 2021 and is available on the SEC's website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by telephone at (833) 297-2926, or by email at PostSaleManualRequests@broadridge.com, Guggenheim Securities, LLC Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017 or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com, or Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Avenue, 4th floor, New York, NY 10022; Email: prospectus@cantor.com. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company currently has two commercial products: DEXYCU, the first approved intraocular product for the treatment of postoperative inflammation, and YUTIQ, a three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. EyePoint reported a net loss of $45.39 million for the year ended Dec. 31, 2020, compared to a net loss of $56.79 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $168.25 million in total assets, $75.50 million in total liabilities, and $92.75 million in total stockholders' equity. FIRSTENERGY CORP: Permitted to Oppose Vacated Class Certification ----------------------------------------------------------------- Humberto J. Rocha of Law360 reports that a federal judge vacated his class certification for Ohio ratepayers suing electric utility FirstEnergy Corp. over corruption claims, finding that he granted certification before the utility company had run out the clock on its chance to oppose the motion. In Ohio federal court Friday, November 19, 2021, U.S. District Judge Edmund A. Sargus Jr. voided his Nov. 9, 2021 decision to certify the class, saying he would reconsider the request once FirstEnergy has responded. "Nevertheless, this court endeavors, whenever possible, to decide issues on the merits," Judge Sargus wrote. About FirstEnergy Corp. FirstEnergy Corp. operates as a public utility holding company. The Company, through its subsidiaries, generates, transmits, and distributes electricity, as well as offers exploration, production, and distribution of natural gas. FirstEnergy provides energy management and other energy-related services. The company is based in Akron, Ohio. FLOOR-TEX: Seeks Cash Collateral Access --------------------------------------- Floor-Tex Commercial Flooring, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral. The Debtor requires the use of cash collateral to pay its necessary expenses of its business in the ordinary course. The Debtor's inability to timely pay the costs and expenses will result in immediate and irreparable harm to the estate. The creditors that purport or might hold deed of trust liens, security interests or encumbrances in inventory, accounts or other cash collateral are Advantage Platform Services, Commercial Credit, Commercial Funding, Financial Agent Services, Franklin Capital Group LLC, Fresh Funding Solutions LLC, Third Coast Bank SSB, Vox Funding, LLC, and Westwood Funding Solutions, LLC. The Debtor proposes to adequately protect the interests of the Cash Collateral Lenders in the collateral in a number of ways. The Debtor proposes to grant to the Cash Collateral Lenders post-petition replacement liens in the same assets of the Debtor that such entity had prior to the filing of the chapter 11 bankruptcy case. In addition, the Debtor will provide the Cash Collateral Lenders with information relating to projected revenues and expenses, actual revenue and expenses, and variances from the interim budget. A copy of the motion is available at https://bit.ly/2ZdJi8X from PacerMonitor.com. About Floor-Tex Commercial Flooring, LLC Floor-Tex Commercial Flooring, LLC specializes in residential and commercial flooring contracting. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-33751) on November 19, 2021. In the petition signed by Doris Springer, chief executive officer, the Debtor disclosed up to $10 million in assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Reese Baker, Esq., at Baker and Associates is the Debtor's counsel. FLOREK & MORGAN: Case Summary & 10 Unsecured Creditors ------------------------------------------------------ Debtor: Florek & Morgan, LLC 200 S. Hanley Rd., Ste. 1000 Saint Louis, MO 63105 Chapter 11 Petition Date: November 24, 2021 Court: United States Bankruptcy Court Eastern District of Missouri Case No.: 21-44308 Judge: Hon. Bonnie L. Clair Debtor's Counsel: Robert E. Eggmann, Esq. CARMODY MACDONALD P.C. 120 S. Central Ave., Suite 1800 Saint Louis, MO 63105 Tel: 314-854-8600 E-mail: ree@carmodymacdonald.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Florek as authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OFBONWA/Florek__Morgan_LLC__moebke-21-44308__0001.0.pdf?mcid=tGE4TAMA GALAXY NEXT: Incurs $386K Net Loss in First Quarter --------------------------------------------------- Galaxy Next Generation, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $386,027 on $1.68 million of revenues for the three months ended Sept. 30, 2021, compared to a net loss of $13.13 million on $1.18 million of revenues for the three months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $7.20 million in total assets, $7.89 million in total liabilities, and a total stockholders' deficit of $697,562. "Although our revenues generated from operations have become more sufficient in order to support our operational activities and at times may still need to be supplemented by the proceeds from the issuance of securities, including equity and debt issuances. At September 30, 2021, we had a working capital deficit of $2,810,008 and an accumulated deficit of $48,317,155...Our ability to continue as a going concern is dependent upon management's ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. If our revenues continue to be insufficient to support our operational activities, we intend to raise additional capital through the sale of equity securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to us on reasonable terms and ultimately generating sufficient revenue from operations. Management believes that its actions to secure additional funding will allow us to continue as a going concern. We currently do not have any committed sources of financing other than our line of credits, our Equity Purchase Agreement, and accounts receivable factoring agreement, each of which requires us to meet certain requirements to utilize. There can be no assurance that we will meet all or any of the requirements pursuant to our line of credit, our Equity Purchase Agreement, and accounts receivable factoring agreement, and therefore those financing options may be unavailable to us. There is no guarantee we will be successful in raising capital outside of our current sources, and if so, that we will be able to do so on favorable terms." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1127993/000109181821000146/gaxy10q0921.htm About Galaxy Next Generation Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. -- http://www.galaxynext.us-- is a manufacturer and distributor of interactive learning technologies and enhanced audio solutions. It develops both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy Next reported a net loss of $24.43 million for the year ended June 30, 2021, compared to a net loss of $14.03 million for the year ended June 30, 2020. As of June 30, 2021, the Company had $7.33 million in total assets, $8.76 million in total liabilities, and a total stockholders' deficit of $1.44 million. Indianapolis, Indiana-based Somerset CPAs PC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 16, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GCM GROSVENOR: Moody's Ups CFR to Ba2 & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service upgraded GCM Grosvenor Inc.'s (Grosvenor; NASDAQ: GCMG) corporate family rating to Ba2 from Ba3 and Probability of Default rating to Ba2-PD from Ba3-PD. Concurrently, Moody's upgraded the ratings on the company's senior secured credit facilities (issued by Grosvenor Capital Management Holdings, LLLP) to Ba2 from Ba3. The outlook was changed to stable from positive. Upgrades: Issuer: GCM Grosvenor, Inc. Corporate Family Rating, upgraded to Ba2 from Ba3; Probability of Default Rating, upgraded to Ba2-PD from Ba3-PD Issuer: Grosvenor Capital Management Holdings, LLLP $398 million senior secured first lien term loan due 2028, upgraded to Ba2 from Ba3 $50 million senior secured first lien revolving credit facility due 2026, upgraded to Ba2 from Ba3 Outlooks Actions: Issuer: GCM Grosvenor, Inc. Outlook, changed from positive to stable Issuer: Grosvenor Capital Management Holdings, LLLP Outlook, changed from positive to stable RATINGS RATIONALE The upgrade to Ba2 from Ba3 reflects strong growth in the company's fee-paying and contracted not-yet fee paying AUM, improved performance of the absolute return strategies business segment and the stabilization of the firm's overall effective fee rate. The combination of these three factors contributed to healthy management and performance fee revenue growth in 2021. The growth of Grosvenor's AUM base and the positive outlook for fundraising could improve the company's leverage ratio and expand its operating margins in 2022. The upgrade is also supported by the steady progress Grosvenor has made in diversifying its business as evidenced by the recent launch of its Insurance Solutions business and further expansion internationally. As of the end of Q3, the company has achieved three consecutive quarters of positive net inflows and average management fee rates have remained stable over the past year at 55bps and 66bps for the private and public markets businesses, respectively. Additionally, the firm's historically highly negative shareholder equity deficit has improved significantly since 2019 when it stood at a peak -$213.8 mm and now stands at -$49.8 mm. While leverage at 4.3x Debt-to-EBITDA (as calculated by Moody's) is above Moody's upgrade rating trigger of 3.5x Moody's expect leverage to be at or below that level in 2022 based on strong recent growth in management fee and performance fee revenues. The Ba2 rating reflects the firm's position as a leading alternative investment solutions provider with a diversified investment platform in both private and public markets and strong client relationships as demonstrated by its high AUM retention rate. Grosvenor's rating is constrained by high leverage which increased in Q2 2021 when it added-on to its term loan to finance the repurchase of carried interest assets, "Mosaic Assets". Moody's expect Grosvenor will deleverage over the next few quarters through earnings growth and continued debt paydowns. Grosvenor's roots lie in its long heritage as one of the pioneers in hedge fund of funds investing. In this context, the company benefits from more diversity in its investment platform than many of its alternative investment solutions provider peers whose franchises are concentrated in private market strategies. Nearly half of Grosvenor's AUM is in partially hedged investment strategies and the firm's absolute return staff has a core culture which appreciates the cyclicality of markets with an absolute return mindset. Should markets enter a period of extend risk aversion, the absolute return business that Grosvenor has may enable it to outperform its long-biased peers that are wholly focused on private, illiquid investments and is a characteristic that Moody's feel may hold more value now than at other times in the liquidity cycle. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings of Grosvenor could arise following; (1) annualized organic AUM growth of 2% or above, (2) improvement in AUM mix diversification, (3) improvement in pre-tax income margins to above 25%, or (4) leverage sustained below 3.5x (as measured by Moody's). Downward pressure on the ratings could arise following: (1) AUM replacement rate below 85%; (2) leverage (Debt/EBITDA) sustained above 5.0x; 3) pre-tax income margins below 15% or 4) an event that materially impacts the firm's brand name/reputation. Grosvenor is an alternative asset management company with close to $70 billion of AUM as of September 30, 2021. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. GIGA-TRONICS INC: Gets $500K Loan From Digital Power ---------------------------------------------------- Giga-tronics Incorporated borrowed $500,000 from Digital Power Lending, LLC, a California limited liability company and licensed California finance lender. The loan is evidenced by a secured promissory note dated as of Nov. 12, 2021, which provides, among other things, that the principal amount of the loan will bear interest at the rate of 10.0% per annum. Unless prepaid by the company, all principal and accrued interest under the loan is payable on Nov. 12, 2022 or, if earlier, upon the company's completion of an underwritten public offering. The company's obligations under the loan are secured by a pledge of all of its assets. The loan and Digital Power's security interest are subordinate to Giga-tronics' existing bank lending arrangement. About Giga-tronics Inc. Headquartered in Dublin, California, Giga-tronics is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- produces RADAR filters and Microwave Integrated Components for use in military defense applications as well as sophisticated RADAR and Electronic Warfare (RADAR/EW) test products primarily used in electronic warfare test & emulation applications. Giga-Tronics reported a net loss attributable to common shareholders of $407,000 for the year ended March 27, 2021, compared to a net loss attributable to common shareholders of $2.03 million for the year ended March 28, 2020. As of Sept. 25, 2021, the Company had $9.10 million in total assets, $3.76 million total liabilities, and $5.34 million in total shareholders' equity. GLAUKOM LLC: Taps Grove, Mueller and Swank as Accountant -------------------------------------------------------- Glaukom, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Grove, Mueller and Swank, P.C. as its accountant. The firm will assist the Debtor in all issues regarding bookkeeping, taxes and monthly reports as required under the Bankruptcy Code, and will assist in overseeing and managing financial and monthly reporting matters. Sandra Ryden, CPA, of Grove Mueller, will charge $190 per hour for her services. The accountant will also seek reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, Grove, Mueller and Swank and its employees neither hold nor represent any interest adverse to the estate. The firm can be reached through: Sandra Ryden, CPA Grove, Mueller and Swank, P.C. 475 Cottage St NE STE 200 Salem, OR 97301 Phone: 503-581-7788 Fax: 503-581-0152 Email: info@gmscpa.com About Glaukom LLC Glaukom, LLC is an ophthalmology practice located in Salt Lake City, Utah. Its services range from LASIK, cataract surgery, glaucoma management and surgery, to comprehensive, routine, and diabetic eye exams. Glaukom filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 21-24757) on Nov. 5, 2021, listing $547,603 in total asset and $1,015,696 in total liabilities as of Dec. 31, 2020. Gregory A. Christiansen, manager, signed the petition. Judge Joel T. Marker oversees the case. Diaz & Larsen and Grove, Mueller and Swank, P.C. serve as the Debtor's legal counsel and accountant, respectively. GREENPOINT ASSET: Taps Kopecky as Special Counsel ------------------------------------------------- Greenpoint Asset Management II, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire Kopecky Schumacher Rosenburg, LLC as its special counsel. The firm will represent the Debtor in securities litigation pending in the U.S. District Court for the Western District of Wisconsin captioned United States Securities and Exchange Commission v. Bluepoint Investment Counsel, LLC et al., Case No. 19-cv-809. The firm's hourly rates are as follows: Howard Rosenburg $600 per hour James Kopecky $350 per hour Kopecky will also seek reimbursement for actual and necessary expenses incurred. As disclosed in court filings, Kopecky neither holds nor represents any interest adverse to the Debtor or its estate, creditors and any other party in interest. The firm can be reached through: Howard Rosenburg, Esq. Kopecky Schumacher Rosenburg, LLC 120 N. LaSalle Street, Suite 2000 Chicago, IL 60602 Phone: 312-380-6631 Email: hrosenburg@ksrlaw.com About Greenpoint Asset Greenpoint Asset Management II, LLC filed a petition for Chapter 11 protection (Bankr. E.D. Wis. Case No. 21-25900) on Nov. 11, 2021. Michael G. Hull, manager, signed the petition. Jerome R. Kerkman, Esq., at Kerkman & Dunn and Kopecky Schumacher Rosenburg, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. GRUPO AEROMEXICO: Delta to Get 20% New Shares Under Plan -------------------------------------------------------- Jonathan Stempel of Reuters reports that Delta Air Lines will receive 20% of new shares of Aeromexico under the Mexican carrier's Chapter 11 bankruptcy restructuring plan, according to a U.S. court document filed late on Friday, November 19, 2021. "Delta shall receive 20.0% of all new shares issued under the Chapter 11 plan," the document said. "(Which shall represent 20.0% of the capital stock of reorganized gruop on the effective date (subject to the specified dilution)," it added. About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial advisor and investment banker. White & Case LLP, Cervantes Sainz S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors' special counsel. Epiq Corporate Restructuring, LLC, is the claims and administrative agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors on July 13, 2020. The committee is represented by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP. HEALTHIER CHOICES: Incurs $1.1 Million Net Loss in Third Quarter ---------------------------------------------------------------- Healthier Choices Management Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.05 million on $3.27 million of total net sales for the three months ended Sept. 30, 2021, compared to a net loss of $1.30 million on $3.35 million of total net sales for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $1.57 million on $10.12 million of total net sales compared to a net loss of $2.81 million on $10.69 million of total net sales for the same period a year ago. As of Sept. 30, 2021, the Company had $36.61 million in total assets, $4.91 million in total liabilities, and $31.70 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/844856/000084485621000097/form10q.htm About Healthier Choices Headquartered in Hollywood, Florida, Healthier Choices Management Corp. -- http://www.healthiercmc.com-- is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Healthier Choices reported a net loss of $3.72 million for the year ended Dec. 31, 2020, compared to a net loss of $2.80 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $13.99 million in total assets, $5.94 million in total liabilities, and $8.05 million in total stockholders' equity. IBIO INC: Incurs $9 Million Net Loss in First Quarter ----------------------------------------------------- iBio, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the Company of $8.94 million on $211,000 of revenues for the three months ended Sept. 30, 2021, compared to a net loss attributable to the Company of $7.53 million on $410,000 of revenues for the three months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $143.74 million in total assets, $43.21 million in total liabilities, and $100.53 million in total equity. iBio had $82.3 million in cash and cash equivalents and investments in debt securities as of Sept. 30, 2021. The Company used $9.3 million in cash during the quarter for operating activities and $5.1M for investing activities which included elements of the RubrYc transaction and for capital expenditures. Subsequent to the end of the first quarter of fiscal 2021, iBio used approximately $6.0 million in cash to help fund the purchase of its manufacturing facility in Bryan, Texas, and to secure full control of iBio CDMO, LLC, which holds the exclusive rights to manufacture using the FastPharming System in the United States. Taking into account potential long-term financing options, combined with the approximate 67% savings in facility-related cash requirements expected to be achieved through this transaction, the Company continues to believe that its current cash position is sufficient to fund its operations through Q3-FY23. If the Company cannot take advantage of the additional financial flexibility, and based on the Company's working capital on Sept. 30, 2021, management has concluded that there is sufficient liquidity to fund normal operations through at least Q2-FY23. "We are continuing to accelerate the execution of our growth strategy as we start our fiscal year 2022," said Tom Isett, Chairman & CEO of iBio. "Having only just launched our oncology initiative six months ago, we have already created six active programs, including the two new ones announced. In addition, we have advanced our novel COVID-19 vaccine candidate to pre-IND, while concurrently building out our vaccine platform with new drug delivery technology partnerships. We have also acquired our cGMP manufacturing facility and taken sole ownership of our CDMO subsidiary, along with the attendant rights to manufacture biologics using our FastPharming System in the United States. We are confident that our investments over the past year in talent, technology, and infrastructure will return value to patients and shareholders as we go forward." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1420720/000155837021015986/ibio-20210930x10q.htm About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics manufacturing company. Its FastPharming System combines vertical farming, automated hydroponics, and novel glycosylation technologies to rapidly deliver high-quality monoclonal antibodies, vaccines, bioinks and other proteins. iBio is developing proprietary products which include biopharmaceuticals for the treatment of cancers, as well as fibrotic and infectious diseases. The Company's subsidiary, iBio CDMO LLC, provides FastPharming Contract Development and Manufacturing Services along with Glycaneering Development Services for advanced recombinant protein design. iBio reported a net loss attributable to the company of $23.21 million for the year ended June 30, 2021, compared to a net loss attributable to the company of $16.44 million for the year ended June 30, 2020. As of June 30, 2021, the Company had $146.97 million in total assets, $38.40 million in total liabilities, and $108.57 million in total equity. IDEANOMICS INC: Errors Found in Previously Issued Financial Stmts. ------------------------------------------------------------------ Ideanomics, Inc. has determined that a restatement of its previously issued financial statements contained in its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2021 and June 30, 2021, respectively, would be required, to correct the revenue reported by its affiliate Timios Holding Corp., that provides title and agency services. The aggregate amount of the restatement is estimated to be approximately $5.3 million for the aforesaid fiscal quarters. The restatement is expected to impact revenues in the title and agency business. The impact of the restatement is estimated to lower gross revenues recorded in each of the fiscal quarters ended March 31, 2021 and June 30, 2021 by approximately $2.9 million and $2.4 million, respectively, with an offsetting reduction in cost of goods sold, without any change to its previously reported gross profit. The Company intends to file an amendment to its (i) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, originally filed with the Securities and Exchange Commission on May 17, 2021 and (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, originally filed with the SEC on Aug. 16, 2021 to amend and restate financial statements and other financial information. Accordingly, the Company's previously issued financial statements contained in its Quarterly Report on Form 10-Q for the period ended March 31, 2021 and Quarterly Report on Form 10-Q for the period ending June 30, 2021 should no longer be relied upon. The Company's management discussed these matters with the Company's accounting firm, BDO USA, LLP. The restatements are expected to have an impact on the financial statements for the fiscal quarter ended March 31, 2021 and for the fiscal quarter ended June 30, 2021, as previously filed, with changes reflected in the relevant financial statements, due to changes in accounting treatment of revenues. No changes due to the restatement are expected to have any impact on the Company's gross profit because revenues in the title and agency business will be lower by approximately $5.3 million with an offsetting reduction in cost of goods sold. About Ideanomics Ideanomics is a diversified solutions provider for electric mobility. The company provides turn-key vehicle, finance and leasing, and energy management services for commercial fleet operators. The Company is headquartered in New York, NY, with operations in the U.S., China, Ukraine, and Malaysia. Ideanomics reported a net loss of $106.04 million for the year ended Dec. 31, 2020, compared to a net loss of $96.83 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $698.05 million in total assets, $145.39 million in total liabilities, $1.26 million in convertible redeemable preferred stock, $7.72 million in redeemable non-controlling interest, and $543.68 million in total equity. INTELSAT SA: FFI Fund, 2 Others Join Secured Noteholders Group -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Wilmer Cutler Pickering Hale and Dorr LLP and Zemanian Law Group submitted a third amended verified statement to disclose an updated list of Ad Hoc Group of Secured Noteholders that they are representing in the Chapter 11 cases of Intelsat S.A., et al. In January 2021, certain members of the Ad Hoc Group retained Wilmer Cutler Pickering Hale and Dorr LLP to represent them in connection with the chapter 11 cases of the Debtors. Also in January 2021, certain members of the Ad Hoc Group retained Zemanian Law Group to serve as Virginia local counsel with respect to such matters. On Jan. 21, 2021, the Ad Hoc Group filed its first verified statement pursuant To Bankruptcy Rule 2019. On March 11, 2021, the Ad Hoc Group filed an Amended Verified Statement, reflecting that two additional members had joined the Ad Hoc Group, and additionally, that the disclosable economic interests in relation to the Debtors held or managed by certain members of the Ad Hoc Group had changed. On April 14, 2021, the Ad Hoc Group filed its Second Amended Verified Statement, reflecting the disclosable economic interests in relation to the Debtors held or managed by certain members of the Ad Hoc Group had changed. Since the filing of the Second Amended Statement, one member, VR Advisory Services, Ltd., has left the Ad Hoc Group, and three additional members, FFI Fund, Ltd., FYI Ltd. and Olifant Fund, Ltd., have joined the Ad Hoc Group. In addition, the disclosable economic interests in relation to the Debtors held or managed by certain members of the Ad Hoc Group have changed. Accordingly, pursuant to Bankruptcy Rule 2019, the Ad Hoc Group submits this Third Amended Statement. As of Nov. 23, 2021, members of the Ad Hoc Group and their disclosable economic interests are: Aristeia Capital LLC One Greenwich Plaza 3rd Floor Greenwich, CT 06830 * 2022 Jackson Secured Notes: $39,250,000.00 * 2024 Jackson Secured Notes: $11,925,000.00 Bardin Hill Investment Partners LP 299 Park Avenue 24th Floor New York, NY 10171 * 2022 Jackson Secured Notes: $66,127,000.00 FFI Fund, Ltd., FYI Ltd. and Olifant Fund, Ltd. 888 Boylston Street Suite 1500 Boston, MA 02199 * 2022 Jackson Secured Notes: $44,861000.00 * 2024 Jackson Secured Notes: $38,88,000.00 Citadel Advisors LLC 520 Madison Avenue, 17th Floor New York, NY 10022 * 2022 Jackson Secured Notes: $40,000,000.00 * 2024 Jackson Secured Notes: $51,700,000.00 * 2023 Intelsat 5.5% Notes: $3,000,000 * Jackson Term Loans: $22,729,362.00 HBK Services LLC 2300 North Field Street Suite 2200 Dallas, TX 75201 * 2022 Jackson Secured Notes: $98,257,000.00 * 2024 Jackson Secured Notes: $255,990,000.00 * DIP Loans: $2,775,000.00 * Jackson Term Loans: $140,753,267.00 Weiss Asset Management LP 222 Berkeley Street, 16th Floor Boston, MA 02116 * 2022 Jackson Secured Notes: $15,000,000.00 Counsel to the Ad Hoc Group of Secured Noteholders can be reached at: Philip D. Anker, Esq. Lauren R. Lifland, Esq. Salvatore M. Daniele, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007 Telephone: (212) 230-8800 Facsimile: (212) 230-8888 E-mail: philip.anker@wilmerhale.com lauren.lifland@wilmerhale.com sal.daniele@wilmerhale.com Benjamin W. Loveland, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 60 State Street Boston, MA 02109 Telephone: (617) 526-6641 Facsimile: (617) 526-5000 E-mail: benjamin.loveland@wilmerhale.com - and - Peter G. Zemanian, Esq. Paul A. Driscoll, Esq. ZEMANIAN LAW GROUP 223 E. City Hall Ave. Suite 201 Norfolk, VA 23510 Telephone: (757) 622-0090 E-mail: pete@zemanianlaw.com paul@zemanianlaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3xj6krI About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. The Company is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. INTELSAT SA: Lawyers File Revised Reorganization Plan ----------------------------------------------------- Advanced Television reports that Intelsat SA's lawyers filed a revised Reorganisation Plan from its Chapter 11 bankruptcy into the court on November 19, 2021. Intelsat and its associated businesses have debts of some $15 billion that it is seeking to halve. While this is a considerable sum it is modest when compared to the likes of Enron’s bankruptcy ($63 billion back in 2001) or $41 billion for WorldCom in 2002. Running at a mere 2080 pages in total the Intelsat document is nothing if not thorough. It is now subject to approval by the bankruptcy court and will be tested and challenged by a number of objecting parties. The plan explains how, if approved, certain claims, debts and priority obligations will be handled post-bankruptcy and how Intelsat's various sister companies and businesses will take care of their obligations. If the plan is approved then Intelsat will immediately restructure and issue new Common Stock and some debtors will receive shares from this issue. Intelsat will borrow cash against new Warrants and similar securities and establish a new capital structure of $7.125 billion. The Confirmation Hearing is scheduled to start on December 2nd with the bondholders seeking to approve the plan by December 22nd. However, whether or not the plan is approved there is at least one other major – and highly contentious – hurdle for Intelsat which is the claim by SES for a greater share of the FCC’s C-band incentive payments. That will not be heard by the court until the New Year and, as yet, no date has been fixed. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. It is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. JOHNSON & JOHNSON: Pushes for Settlement Talks to Resolve Lawsuits ------------------------------------------------------------------ Steven Church of Bloomberg News reports that Johnson & Johnson will likely have to wait until next 2022 before it can restart negotiations to resolve 38,000 lawsuits filed by people who claim one of its oldest products, baby powder, causes cancer and other diseases. A federal judge questioned whether spending money on formal settlement talks makes sense while victim advocates oppose mediation. "I can order it tomorrow, but I don't have any great anticipation there will be progress," U.S. Bankruptcy Judge Michael B. Kaplan said during a court hearing in Trenton, New Jersey Monday afternoon. "I'd rather have their hearts and souls in it." About Johnson & Johnson Johnson & Johnson 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. 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. The corporation had worldwide sales of $82.6 billion in 2020. About LTL Management LTL Management LLC is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of 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 filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D. N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. 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. U.S. Bankruptcy Administrator Shelley Abel formed an official committee of talc claimants in the Debtor's Chapter 11 case. The committee tapped Otterbourg, P.C., Brown Rudnick, LLP and Bailey & Glasser, LLP as bankruptcy counsel. Massey & Gail, LLP and Parkins Lee & Rubio, LLP serve as the committee's special counsel. LD HOLDINGS: S&P Affirms 'B+' ICR on Steady Operating Performance ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on LD Holdings Group LLC. The outlook remains stable. S&P said, "We also affirmed the debt rating on LD's senior unsecured notes at 'B+'. We revised our recovery rating on the senior unsecured notes to '3'--indicating our expectation of a meaningful recovery (60%) in a simulated default scenario. "The rating affirmation reflects LD's steady financial performance, our expectation that leverage will normalize between 3.0x-4.0x, our expectation of debt to tangible equity below 1.0x, and the industry's exposure to regulatory risk. LD's gross debt to EBITDA was 1.2x and debt to tangible equity was about 0.9x for the period ended Sept. 30, 2021." In September 2021, a former chief operating officer filed a lawsuit against LD on sexual harassment, gender discrimination, company engagement in fraudulent profit schemes, and closing loans without proper documentation. Currently, there are no fines or operating restrictions issued by the regulators, but we remain cautious about potential findings, fines, or restrictions that could impede LD's operating performance. LD's mortgage servicing rights (MSRs) increased to $1.84 billion in the third quarter from $1.13 billion at the end of 2020. The servicing portfolio grew to $145 billion in unpaid principle balance (UPB) from $103 billion, as LD continues to retain 85%-90% of its origination volume. The servicing book is about 75%-80% conventional (Fannie Mae and Freddie Mac) and 25%-20% government (Ginnie Mae). Servicing fee revenue increased about 130% year over year to $280 million. LD originated about $108 billion in loans year-to-date, of which, $79 billion or about 73% involved refinancing. In our opinion, LD's proportion of refinance relative to purchase volume is above industry average, which exposes it to earnings volatility associated with market cycles. Although refinancing tends to be correlated with interest rate cycles, homeowners also refinance for noncyclical reasons, like life events or the desire to borrow against home equity. LD's adjusted EBITDA declined to $1.35 billion for the rolling 12 months ended Sept. 30, 2021, versus $1.59 billion for the same period in 2020 (on $63 billion of originations) and $2.2 billion for 2020 (on $100.7 billion of originations). The decline in profit is a combination of increased competition and declining gain-on-sale margins, which are normalizing from historical highs. S&P said, "We remain cautious about the company's earnings volatility as the rapid growth in 2020 was driven by the highest origination volume in the industry's history and the strongest in LD's operating history. As a result, we expect EBITDA to remain largely volatile in 2021 and 2022 and could decline by 45%-65%, versus 2020." Customers in forbearance declined to about 1.1% ($1.6 billion UPB) as of Sept. 30, 2021, from about 2.4% ($2.4 billion UPB) at the end of 2020. While the foreclosure moratorium has expired, S&P expects LD to maintain adequate liquidity access to meet a potential rise in servicing advance requirements. LD had $506.6 million in cash on balance sheet at the end of the third quarter and has access to a $130 million ($10 million drawn) variable funding note facility for servicing advances on behalf of Fannie Mae and Freddie Mac. S&P said, "The stable outlook reflects our expectation that over the next 12 months, LD will operate debt to tangible equity below 1.0x and debt to EBITDA below 4.0x. Our outlook also considers LD's existing market position, exposure to regulatory risk, and adequate liquidity to meet potential servicing advance requirements. "We could lower the ratings over the next 12 months if we expect debt to tangible equity to rise well above 1.0x or debt to EBITDA to be above 4.0x on a sustained basis. We believe this would most likely be caused by shareholder distributions, debt funded initiatives, or unexpected losses. We could also lower the ratings if any regulatory finding impedes the company's operating performance. "Over the longer term, we could raise the ratings if LD is able to materially decrease its earnings volatility such that debt to EBITDA is sustained well below 3.0x and debt to tangible equity remains comfortably below 1.0x." LE CENTRE: 11th Cir. Dismisses Jackson Appeal --------------------------------------------- Willie Jackson was traveling in his wheelchair along a street near the Embassy Suites Hotel in downtown Louisville, Kentucky, when he was hit by a hotel valet driver. He suffered severe injuries. Mr. Jackson and his wife sued in Kentucky state court several entities connected to the hotel. These entities included Le Centre on Fourth, LLC, the owner of the hotel property, which had commenced Chapter 11 bankruptcy proceedings before the suit was filed. During the bankruptcy proceeding, Le Centre filed a disclosure statement in connection with its proposed reorganization plan. The disclosure statement explained that Le Centre's Chapter 11 plan included the release not only of Le Centre, but also of related non-debtor parties. The Jacksons' attorney received an amended version of the disclosure statement and a copy of the plan, which included information about the non-debtor releases. Le Centre did not serve the Jacksons with a specific form of notice required by the Federal Rules of Bankruptcy Procedure, however. A short time later, the bankruptcy court issued a confirmation order approving the Chapter 11 plan. After the plan went into effect, Le Centre and two other released entities filed a joint motion to dismiss in the state court action, arguing that the confirmation order barred the Jacksons' claims against them. The Jacksons asked the bankruptcy court to allow them to proceed nominally against these entities in the state court action to reach the entities' insurers. The bankruptcy court denied this request. The Jacksons appealed the denial to the district court, which affirmed the bankruptcy court's decision. On appeal, the Jacksons argue that the notice they received concerning Le Centre's Chapter 11 plan did not satisfy due process. They alternatively argue that the district court erred by upholding the bankruptcy court's interpretation of the confirmation order barring their nominal claims. After careful consideration, and with the benefit of oral argument, the United States Court of Appeals for the Eleventh Circuit affirmed. The 11th Circuit agreed with the district court that the Jacksons received sufficient notice to satisfy due process. Le Centre provided the Jacksons with information that went well beyond the mere existence of a bankruptcy proceeding. The Second Amended Disclosure Statement included a four-page disclaimer advising the Jacksons to read the entire bankruptcy plan and specifically included a section on releases. The attached Second Amended Plan showed that Le Centre and Al J. Schneider Co., were included among the Released Parties. Unlike the plaintiffs in In re Spring Valley Farms, Inc., the Jacksons received all the information required by Rule 2002(c)(3) -- just not in the form contemplated by the Rule. The 11th Circuit also concluded that the bankruptcy court did not abuse its discretion by ruling that the Jacksons could not pursue their nominal claims. A full-text copy of the November 15, 2021 decision is available at https://tinyurl.com/5bey6kzj from Leagle.com. The appeals case is WILLIE JACKSON, NINA JACKSON, Plaintiffs-Appellants, v. LE CENTRE ON FOURTH, LLC, LE CENTRE ON FOURTH MASTER TENANT, LLC, AL J. SCHNEIDER CO., U.S. TRUSTEE, Defendants-Appellees, No. 20-12785 (11th Cir.). About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida, that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017. In the petition signed by CRO Ian Ratner, the Debtor estimated its assets and liabilities at between $50 million and $100 million. Judge Raymond B. Ray presides over the case. The Debtor tapped the Law Firm of Berger Singerman LLP as its legal counsel; the Law Office of Mark D. Foster, as special tax counsel; and GlassRatner Advisory & Capital Group, LLC, as its restructuring advisor. LECLAIRRYAN PLLC: Trustee, Ex-Partners Reach Partial Settlement --------------------------------------------------------------- Roy Strom of Bloomberg Law reports that a group of more than 25 former LeClairRyan partners have reached a partial settlement valued at nearly $10 million with the bankruptcy trustee overseeing the dissolution of the now defunct law firm in its Chapter 7 case. If approved, the settlement will see a management liability insurance policy pay $9.475 million to the LeClairRyan estate in exchange for dismissing some of the claims brought by the trustee, according to a court filing. The settlement also caps legal expenses to be paid by the estate at $525,000, a valuable provision considering the number of defendants in the case. The firm's downfall led to claims that a joint venture with alternative legal services provider UnitedLex was manufactured to benefit the firm's co-founder. The bankruptcy trustee has sought to claw back compensation paid to firm partners shortly before the firm went defunct. LeClairRyan's partnership voted to dissolve the regional corporate firm in August 2019 and the firm filed for bankruptcy the following month. Its collapse into insolvency led to the appointment of a trustee, Lynn Tavenner, to oversee the firm's liquidation. Tavenner has said she is seeking more than $120 million from LeClairRyan and UnitedLex, which had partnered with the law firm to develop a lower-cost back-office operation before it went belly-up. The deal resolves claims against certain LeClairRyan partners including breach of fiduciary duty, trade secrets, conspiracy and unlawful distributions in violation of Virginia law. It does not resolve claims including for unjust enrichment, conversion or other unlawful distributions claims. Some partners have settled those claims individually. A settlement motion filed by Tavenner's lawyers on Friday, November 19, 2021, said the amount recovered by the settlement is likely more than what would be generated by proceeding to a judgment. The deal will also significantly reduce administrative fees and costs, noted Tavenner's lawyers at Quinn Emanuel Urquhart & Sullivan, Erika Morabito and Brittany Nelson. "For the reasons stated in the motion, the trustee believes this settlement provides tremendous value to the estate and the true creditors of LeClairRyan," Morabito said. Gary LeClair, who co-founded the law firm, was unsuccessful earlier this month in his effort to be dismissed from the case. The trustee has alleged he sought personal gain from the firm and its tie-up with UnitedLex, claims LeClair has dismissed as "completely meritless." LeClair's lawyer did not immediately respond to a voicemail seeking comment on the proposed settlement. The case is: Tavenner as Chapter 7 Trustee v. ULX Partners LLC, Bankr. E.D. Va., 320-ap-0314 (motion for approval of settlement filed 11/19/21) About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth represented LeClairRyan in the case. Protiviti was the Debtor's financial adviser for the liquidation. The bankruptcy case was converted to a Chapter 7 liquidation on Oct. 24, 20219. Lynn L. Tavenner was named a Chapter 7 trustee, and then Benjamin C. Ackerly, a successor trustee. The Chapter 7 trustee Ackerly's counsel: Tyler P. Brown Hunton Andrews Kurth LLP Tel: 804-788-8200 E-mail: tpbrown@huntonak.com LOMA LINDA: Fitch Affirms 'BB' IDR, Outlook Stable -------------------------------------------------- Fitch Ratings has affirmed the 'BB' Issuer Default Rating (IDR) and revenue bond rating to approximately $2 billion in par outstanding of the series 2014A, 2014B, 2016A and 2018A bonds issued by the California Statewide Communities Development Authority on behalf of Loma Linda University Medical Center (LLUMC). The Rating Outlook is Stable. SECURITY The bonds are secured by a gross receivables pledge and mortgage pledge of the obligated group (OG). There are also debt service reserve funds. The OG includes LLUMC, LLU Children's Hospital, LLUMC - Murrieta and Loma Linda University Behavioral Medicine Center. The OG accounts for almost all of the consolidated system assets and revenues. Fitch's analysis is based on the consolidated system. ANALYTICAL CONCLUSION 2021 marked an important milestone for LLUMC as it completed its large $1.3 billion capital project and admitted patients to its two new patient towers in August. The two new patient towers include all private rooms in a 16-story adult tower with 320 beds and nine-story children's tower with 128 beds (364 total LLUMC pediatric beds). The completion of this extensive campus transformation eliminates the project risk that had lingered over LLUMC as a credit concern for years. With the construction now completed, the analytic focus shifts to the system's ability to improve its balance sheet, which has been characterized by a high debt burden and thin to moderate liquidity reserves. Liquidity improved in fiscal 2021 to 147 days cash on hand (DCOH) from 118 in fiscal 2020, but the higher leverage position continues to be the key rating driver for the 'BB' rating. Unrestricted cash will decrease approximately 15 days in fiscal 2022, as the medical center will pay the last of the construction costs out of philanthropic funds on hand as planned in addition to a settlement payment to the contractor. Even with the lower cash expectation for FYE 2022, unrestricted liquidity continues its growth trajectory from FYE 2020. LLUMC's strong operating cash flow is expected to be the means by which LLUMC will build liquidity reserves in the coming years, even as debt continues to amortize, thereby yielding improvement in the leverage metrics. Fitch anticipates that LLUMC's role as an academic medical center and essential provider of trauma and children's services will support profitability and bolster its market relevance in this competitive area, generating operating margins of at least 2%, and operating EBITDA margins in the likely 10%-11% range. Fitch expects continued improvement in LLUMC's future credit profile and ratings in the coming years. However, currently, Fitch believes a Positive Outlook signaling the possibility of an upgrade in the near term is precluded by uncertainties from inflationary wage pressures in the sector, which might temper fiscal 2022 operating results, higher expenses as a result of the initial staffing up in the new towers, lagging volumes at the children's hospital, anticipated lower cash position in fiscal 2022, and capacity issues at LLUMC- Murrieta Hospital (Murrieta) that may require some capital investment in the coming years. KEY RATING DRIVERS Revenue Defensibility: 'bb' High Acuity Academic Provider in Challenging Market LLUMC's position as an academic medical center and a major provider of tertiary and quaternary services in a challenging market is reflected in its weaker payor mix, but strong utilization demand. With Medicaid representing approximately 39% of gross revenues and 29% of net revenues, LLUMC is a major recipient of California's Hospital Quality Assurance Fee (HQAF) program, netting approximately $180 million annually, which offsets some of the operating losses from serving a large underserved population. The service area is highly competitive and fragmented among many providers, but LLUMC's market share of 12% has been relatively stable in recent years. Operating Risk: 'a' Solid Operating Performance Fiscal 2021 results reflect an operating EBITDA margin of 12.1%, which was a return to the double-digit operating EBITDA margin that LLUMC has generated in most years before the pandemic. This is a combination of meeting the targets on its performance improvement plan, a focus on key high-growth clinical areas, and strong adult volumes in 2021 with both COVID and non-COVID patients. LLUMC recognized approximately $73 million in CARES funding in fiscal 2021 (FYE June 30). LLUMC's strong operating risk assessment is based on Fitch's expectations of solid operating EBITDA margins of above 9% (including provider fee benefits). Beyond the transformation project, LLUMC's routine capital should be manageable at about $80 million annually allowing for excess cash flow to build liquidity reserves in the coming years. There are no additional capital projects planned at this time. Financial Profile: 'bb' Weaker Financial Profile Supports Below-Investment-Grade Rating LLUMC's balance sheet is characterized by moderate liquidity and high leverage, primarily due to the large debt issuances to finance the campus transformation project. DCOH is calculated at 147 days at FYE 2021 excluding the $111 million in Medicare accelerated payments as of June 30, 2021 that are expected to be repaid over the next year. With the liquidity improvement in fiscal 2021, cash-to-adjusted debt improved to 43.7% from 37% in fiscal 2020. Fitch anticipates that debt will remain high, but begin to moderate in three to five years while liquidity improves through excess cash flow. Fitch's forward-looking model, which incorporates a financial and portfolio stress, assumes an average 10.3% operating EBITDA margin, annual capital spending of approximately $80 million and the expected cash decrease in fiscal 2022. With these assumptions, cash to debt recovers to 51% and net adjusted debt to adjusted EBITDA remains unfavorably high at 3.7x, continuing to support the below investment grade rating. Asymmetric Additional Risk Considerations No asymmetric additional risk considerations were applied in this rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- If LLUMC maintains a strong operating EBITDA margin of above 9% without incurring new debt and while building cash; -- Cash-to-adjusted debt that is above 40% again in FY 2022 may result in consideration of a Positive Outlook if there is continued expectation of strong operating cash flow in the following years. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Given the stretched balance sheet, any failure to sustain strong operating EBITDA margins over the next few years would be seen as unfavorable at the current rating; -- Incurrence of new debt or capital projects that require additional cash commitments so that cash to adjusted debt falls below 35%. 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. LLUMC is part of Loma Linda University Health, which also includes Loma Linda University, the Faculty Medical Group and several other related organizations. A board restructuring in April 2015 resulted in one unified board for the organization and the decision to coordinate fiscal year ends for all Loma Linda University Health members. As a result, LLUMC changed its fiscal year end to June 30 as of 2017. LLUMC, located 60 miles east of Los Angeles in Loma Linda, CA, operates a total of 1,046 licensed beds after the transition to the new hospital towers in August 2021: University Hospital (320), East Campus Hospital (134), Surgical Hospital (28 bed) (all three share a license and are located on the main campus), Children's Hospital (364 beds), Behavioral Medicine Center (89-bed facility in Redlands) and Murrieta (112 beds in Murrieta). LLUMC offers quaternary and tertiary series and has the only level I trauma center and level IV neonatal intensive care unit in the service area of the Inland Empire (San Bernardino and Riverside counties). 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. LTL MANAGEMENT: Talc Committee Hires Parkins Lee as Special Counsel ------------------------------------------------------------------- The official committee of talc claimants of LTL Management, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to retain Parkins Lee & Rubio, LLP as its special counsel. The firm's services include: a. providing recommendations and input for legal strategies, tactics and positions to be taken by the committee, including those in response to motions and other actions taken by others in the Debtor's bankruptcy case as well as with respect to motions filed and strategies to be implemented by the committee, whether in or out of court; b. handling specific motions, including legal briefing, for various relief filed in the bankruptcy court whether the committee is the movant or respondent; c. participating as a committee presenter in bankruptcy hearings on specific topics for significant motions; d. participating as part of the committee's negotiating team against Johnson & Johnson; and e. assisting the committee in talc claims valuation and estimation. The firm's hourly rates are as follows: Lenard M. Parkins $975 per hour Kyung S. Lee $775 per hour Charles M. Rubio $675 per hour R.J. Shannon $575 per hour Other Associates $300 - $600 per hour Paralegals $250 per hour As disclosed in court filings, Parkins Lee & Rubio is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lenard M. Parkins, Esq. Charles M. Rubio, Esq. Parkins Lee & Rubio, LLP Pennzoil Place 700 Milam Street, Suite 1300 Houston, TX 77002 Phone: 713-715-1666 Email: lparkins@parkinslee.com crubio@parkinslee.com About LTL Management LTL Management LLC is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of 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 filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D. N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. 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. U.S. Bankruptcy Administrator Shelley Abel formed an official committee of talc claimants in the Debtor's Chapter 11 case. The committee tapped Bailey & Glasser, LLP, Otterbourg, P.C. and Brown Rudnick, LLP as bankruptcy counsel. Massey & Gail, LLP and Parkins Lee & Rubio, LLP serve as the committee's special counsel. About Johnson & Johnson Johnson & Johnson 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. 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. The corporation had worldwide sales of $82.6 billion in 2020. MAIN STREET INVESTMENTS II: Taps Goldsmith & Guymon as Counsel -------------------------------------------------------------- Main Street Investments II, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Goldsmith & Guymon, P.C. as its legal counsel. The firm's services include: a. preparing all necessary motions, orders and other legal papers in connection with the administration of the Debtor's Chapter 11 case; b. defending, prosecuting or initiating any proceedings or matters arising out of the bankruptcy case; c. taking all necessary actions to protect and preserve the Debtor's estate; d. negotiating with various creditors related to the Debtor's case; e. performing other necessary legal services for the Debtor. The firm's hourly rates are as follows: Partners $475 - $500 per hour Associates $300 - $425 per hour Paralegals $175 per hour Legal Assistants $90 per hour Goldsmith & Guymon received an initial retainer in the amount of $5,000. Marjorie Guymon, Esq., at Goldsmith & Guymon, disclosed in a court filing that her firm does not represent interests adverse to the bankruptcy estate. The firm can be reached through: Marjorie A. Guymon, Esq. Erin M. Houston, Esq. Goldsmith & Guymon, P.C. 2055 Village Center Circle Las Vegas, NV 89134 Tel: (702) 873-9500 Fax: (702) 873-9600 Email: bankruptcy@goldguylaw.com About Main Street Investments II Las Vegas-based Main Street Investments II, LLC filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 21-10361) on Jan. 27, 2021, listing as much as $10 million in both assets and liabilities. Judge Natalie M. Cox oversees the case. Goldsmith & Guymon, P.C. serves as the Debtor's legal counsel. NEW CREATION: Seeks to Hire Baumeister Denz as Legal Counsel ------------------------------------------------------------ New Creation Fellowship of Buffalo seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Baumeister Denz, LLP as its legal counsel. The firm will provide general legal services in bankruptcy, corporate, litigation, tax and other areas of law throughout the course of the Debtor's Chapter 11 case. Arthur Baumeister, Jr., Esq., the firm's attorney who will be handling the case, will be paid at his hourly rate of $300 and will be reimbursed for out-of-pocket expenses incurred. Baumeister Denz received the sum of $30,000 from Stephen Andzel, the Debtor's principal. In court papers, Mr. Baumeister disclosed that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Baumeister Denz can be reached at: Arthur G. Baumeister, Jr., Esq. Baumeister Denz, LLP 172 Franklin Street, Suite 2 Buffalo, NY 14202 Tel: (716) 852-1300 Email: abaumeister@bdlegal.net About New Creation Fellowship of Buffalo New Creation Fellowship of Buffalo, a tax-exempt religious organization in Cheektowaga, N.Y., filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 21-11127) on Nov. 10, 2021, listing up to $10 million in assets and up to $1 million in liabilities. Stephen J. Andzel, the Debtor's principal, signed the petition. Judge Carl L. Bucki oversees the case. Arthur G. Baumeister, Jr., Esq., at Baumeister Denz, LLP represents the Debtor as legal counsel. NEW FORTRESS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed New Fortress Energy Inc. (NFE)'s 'BB-' Long-Term Issuer Default Rating (IDR) and 'BB-'/'RR4' senior secured debt. The Rating Outlook is Stable. The ratings reflect NFE's increase in scope and scale while diversifying the counterparties under long-term contracts from the $5.1 billion acquisitions of Hygo Energy Transition Ltd., Golar LNG Partners LP and power purchase agreements in Brazil. Management's aggressive growth strategy has significant execution risk, with construction, regulatory and jurisdictional issues. The new assets increase the cash flow under long-term contracts. However, the pace of the development and completion of the projects dictates the improvement in business risk and cash flow stability. The ratings reflect NFE's aggressive growth strategy and execution risk, counterparty risk, and business risk associated with supply chain and logistics and commodities price exposure. NFE's ratings are supported by the long-term contract profile underpinned by take-or-pay and minimum volume commitment components, which provide some cash flow stability. KEY RATING DRIVERS Improving Counterparty Exposure: NFE's ratings are limited by the credit quality of the main off-takers under long-term contracts. NFE generates cash flow from selling liquefied natural gas (LNG) to customers in the power and industrial sectors. Additional cash flow comes from power sales from NFE owned power plants, and the LNG supplied to the plant. Fitch estimates that by 2022, around 55% of NFE cash flow will originate from about 45 customers with operations in Brazil (26%; BB-/Negative), Jamaica (15%; B+/Stable), Nicaragua (13%; B-/Stable), Mexico (9%; BBB-/Stable), and Puerto Rico ([6%]). Although Fitch does not rate the off-takers, the agency estimates that its credit quality would either be linked to the sovereign, for government related entities, or limited by the operating environment in which they operate. Partially mitigating this risk is Fitch's expectation that the balance of the cash flow will originate from 20 customers operating in investment-grade countries such as Mexico (BBB-/Stable) and the United States (AAA/Negative). Growth Faces Execution Risk: NFE is aggressively moving to diversify its business. Fitch believes the constrained energy infrastructure in developing regions offers an opportunity for NFE's growth prospects. However, NFE may face regulatory and political issues as it enters developing markets. Additionally, alternative energy sources such as renewables will remain an emerging threat under the expectation of improved technology. The pace of project diversification and deleveraging are two key factors in lowering NFE's business risk. Fitch's ratings concerns include construction and regulatory risk. Projects in Mexico and Nicaragua are coming online 1H22 between three and 12 months later than management's original expectations. Fitch believes that the projects under construction, including those in Brazil and the floating LNG vessel, may be delayed and bear rising construction costs. This delay pushes back the cash flow diversification expected under managements forecast. Increasing Geographic Diversification: Fitch believes that NFE will benefit from its geographic diversification in the Brazilian and North American Markets. In these markets, there is growing power demand and an interest in cleaner gas-fired power generation. With the Hygo acquisition, NFE establishes a platform for accelerated development in Brazil. Fitch measures the relationship between cash flow generation in a given country compared to hard-currency gross interest expense in determining a multinational company's applicable Country Ceiling. During the next four years, NFE's applicable Country Ceiling could be that of Mexico at 'BBB-', given the size of its operations in the country relative to debt service obligations. Path to Deleveraging: Leverage (consolidated total debt with equity credit to operating EBITDA) under Fitch's base case, will be about 6.0x in 2022, slightly higher than expected in March 2021. Higher consolidated debt, about 10% more vessel level debt, drives the increase. Cash flow growth is largely contracted and provides a path for deleveraging. Key drivers in 2022 are a cash flow from the Mexico and Nicaragua facilities, completion of the Brazilian terminals and one new project beginning commercial operations. NFE's Brazil LNG volumes bump up mid-year 2022 from LNG supply contracts to new power plants awarded during Brazil's 2021 emergency power auction. Deleveraging through 2024 is dependent on successful completion of the Brazilian terminals and infrastructure, organic growth, and new sale contracts for existing facilities. Additional deleveraging is also tied to LNG sales growth from NFE's counterparties, purchasing volumes in excess of the minimum take-or-pay requirements. Offtake Volume and Commodity Price Exposure: Fitch believes the contract structure provides some cash flow stability. The take-or-pay component will increase to over 60% of NFE's LNG sales volume under Fitch's rating case, up from about 40% before the acquisition. The balance of cash flow is exposed to volumetric risk, and subject to industrial and commercial customer needs driven by tourism and regional economic demand. NFE has some commodity price exposure to LNG and natural gas (Henry Hub) prices, as its contracts are predominately indexed to Henry Hub plus a contractual spread. Unfavorable price movements in Henry Hub or future contractual spread with NFE's customers will be detrimental to NFE's cash flow. Offsetting some commodity price exposure is its LNG supply contracts, which are indexed to Henry Hub. Supply Chain and Logistics Risk: NFE is exposed to supply chain and pricing risk for the delivery of the products to its customers. NFE contracts third-party LNG suppliers and third-party tankers to fulfil contractual obligations. Until Golar's existing contracts mature and management migrates the vessels for company use, operating margins could also be adversely affected by shifts in tanker market dynamics and an unfavorable increase in charter rates. Instrument and Recovery Ratings: The secured notes are secured by equity pledges in various subsidiaries. Per Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria, category 2 secured debt can be notched up to 'RR1'/'+2' from the IDR; however, the instrument ratings have been capped at 'RR4' due to Fitch's Country Specific Treatment of Recovery Rating Criteria because most of the revenues come from outside the United States. DERIVATION SUMMARY NFE's rating reflects an aggressive growth strategy and execution risk, counterparty risk, business risk associated with supply chain and logistics, and commodities price exposure. Incorporated in the rating is the deleveraging expected under the Fitch rating case as the business ramps up, adding new projects and diversifying the portfolio. The ratings are supported by the long-term contract profile underpinned by take-or-pay and minimum volume commitment components, which provide some cash flow stability. NFE's operational and geographic focus is unique relative to Fitch's midstream universe, but has a similar global focus as LNG provider, Cheniere Energy Partners LP (Cheniere Energy; BB+/Stable). NFE constructs and operates liquefaction, regasification and power infrastructure in Miami, Jamaica, Puerto Rico, Mexico and Nicaragua, and Brazil following the close of the Hygo and Golar acquisition. Cheniere Energy is a master limited partnership with an LNG import-export facility and a Federal Energy Regulatory Commission regulated interstate natural gas pipeline operating subsidiary, Creole Trail Pipeline LP. Cheniere's consolidated operations are supported by long-term, take-or-pay style contracts for import, export and pipeline capacity, and has a highly leveraged operating subsidiary, Sabine Pass Liquification, LLC (BBB-/Positive). Fitch notes Sabine Pass' contracts are of much more substantial duration than any of its midstream peers, in addition to its primarily fee-based revenue. Sabine Pass' current contracts have between 17 to 20 years remaining. The contract profile is with investment-grade counterparties, in contrast to NFE with about 40% of its counterparties based in non-investment countries. Additionally, Cheniere Energy's contracts are supported by a pass-through of fixed and variable costs of LNG to contractually obligated off-takers unlike NFE, which is exposed to changes in commodity price and offtake volumes. The majority of NFE's subsidiaries do not have project level debt, while Cheniere's operating subsidiary, Sabine Pass is highly levered, and in a combined and severe downside case of payment default by a large customer and weak merchant price forecast realizations, cash could be trapped. Consolidated leverage for NFE, as measured by total debt with equity credit to operating EBITDA, under the Fitch rating case improves to about 6.0x by 2022, supported by cash flow from LNG and power sales with the completion power plants in Mexico and Nicaragua. Consolidated leverage for Cheniere Partners is lower with total debt with operating credit to operating EBITDA under the Fitch rating case approaching 5.0x by 2022. Fitch believes Cheniere has a demonstrated track record in management and completion of complex construction projects and has less construction risk in completing Train 6 by the first half 2022 compared with NFE's pipeline of terminals, power plants and floating LNG projects. NFE's cash flow is mainly supported by long-term take-or-pay contracts with utilities and power generators in its operating regions through the sale of LNG and Power. NFE's contract tenor compare favorably with Cheniere Energy, averaging about 15 years, but has a lower portion of fixed take-or-pay revenues, less geographic diversity, lower counterparty credit quality and smaller scale than Cheniere Energy, factors which drive the difference in ratings. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Fitch's price deck, e.g. for 2021 Henry Hub (HH) of $3.40/MMBtu, Title Transfer Facility (TTF) and National Balancing Point (NBP) of $10 of natural gas, and for 2022, HH at $2.75, TTF/NBP at $6 and long-term natural gas price at HH of $2.45 and TTF/NBP of $5; -- Growth capital spending is funded with retained cash and debt; -- Dividends in line with public guidance; -- Execution of committed growth projects and an additional growth project annually during the outer years of the forecast; -- Simplified capital structure with the project-level debt paid down and on a consolidated basis, it migrates to the parent level. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Geographic diversification that improves cash flow quality; -- Leverage (total debt with equity credit to operating EBITDA) below 4.5x on a sustained basis; -- Improved credit quality of counterparties; -- Long-term fixed price contracts for liquefaction services and transportation services cost that help mitigate risks associated with variable cost. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Leverage (total debt with equity credit to operating EBITDA) above 6.0x on a sustained basis; -- Heightening supply chain risk, including sustained inability to re-contract tanker contracts or procure LNG products to fulfil contract obligations; -- Deterioration in counterparty credit quality; -- Any construction issues that significantly delays or deteriorates cash flows; -- Aggressive cash distribution inconsistent with the company's long-term financing needs; -- Long-term fundamentals over volatile international gas prices putting additional pressure the company's cash flow generation. 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 Adequate Liquidity: As of Sept. 30, 2021, NEF had approximately $225 million of unrestricted cash. The company has approximately $72 million of restricted cash on its balance sheet. NFE has additional liquidity available through a $200 million due 2024 and a one year $75 million letter of credit facility. There are no near-term maturities for parent level debt, as the $2.75 billion senior secured notes mature 2025-2026. The $2.1 billion asset level debt, a combination of loans and sale leaseback debt, have annual amortization requirements and the earliest maturity is 2024. ISSUER PROFILE New Fortress Energy LLC is a gas-to-power energy infrastructure company. The company spans the entire production and delivery chain from natural gas procurement and LNG to logistics, shipping, terminals and conversion or development of natural gas-fired generation. It also operates electric generation plants. The portfolio includes six operational plants and regasification terminals in three countries with 13 LNG cargo and LNG regasification vessels. Its current operations are in Jamaica, Puerto Rico and a terminal in Mexico. SUMMARY OF FINANCIAL ADJUSTMENTS Consolidated leverage for NFE, as measured by total debt with equity credit to operating EBITDA, includes all asset level and vessel debt. NORTHERN OIL: To Acquire Non-Operated Assets of Veritas Affiliates ------------------------------------------------------------------ Northern Oil and Gas, Inc. has agreed to acquire substantially all of the non-operated Permian Basin assets owned by certain entities affiliated with Veritas Energy, LLC. Permian Basin Acquisition Northern has entered into a definitive agreement to acquire non-operated oil and gas properties located in the Delaware and Midland Basins for a cash purchase price of $406.5 million, subject to typical closing adjustments. The assets are primarily located in Lea and Eddy counties, NM, and Loving, Reeves, Ward and Winkler counties, TX. As part of the transaction, Northern will issue the Seller ~1.9 million seven-year equity warrants with a strike price of $28.30 at closing. Northern expects to commence a public equity offering to fund a portion of the acquisition. Current production on the assets is approximately ~9,100/11,500 Boe per day (2-stream/3-stream, ~60% oil), and Northern expects average production of more than 10,500 Boe per day in 2022 (2-stream, ~60% oil). During the pre-closing period, Northern expects the assets to generate approximately $43 to $45 million of cash flow from operations in the fourth quarter of 2021 with $50 million of capital expenditures and expected closing adjustments. Northern expects the assets to be immediately self-funding at closing. Forward 1-year unhedged cash flow from operations from the effective date is expected to be approximately $185 million and 2022 unhedged cash flow from operations is expected to exceed $180 million, based on current strip pricing. Northern expects $35 to $40 million in capital expenditures on the assets in 2022. The acquired assets include 31.7 net producing wells, 5.6 net wells in process, 4.0 AFE’d or permitted net wells and 40.8 risked net future development locations. The assets are managed by multiple, best-in-class operators in the Permian Basin, including Mewbourne, Devon, ConocoPhillips, and EOG as the largest operators accounting for an estimated 64% of the expected 2022 production across the Assets. The effective date for the transaction is Oct. 1, 2021 and Northern expects to close the transaction in the first quarter of 2022. Risk Management In connection with signing the transaction, the Company plans to hedge a substantial portion of the expected oil and natural gas production on the acquired Assets for 2022 and additional hedges for PDP volumes in 2023 and 2024. Increased Stockholder Returns Given the strong cash flows from the Assets, Northern's Management intends to submit a request to the Board of Directors for a 50% increase to the common stock dividend for the first quarter of 2022, for shareholders on record as of March 30, 2022. If approved, this increase to a dividend of $0.12 per common share would represent a 300% increase since Northern's initiation of a dividend program in May 2021. Under Delaware law, the Board may not declare a dividend more than 60 days before the record date. Management Comments "This transaction completes the strategic transformation of our business that began in 2018," commented Nick O'Grady, chief executive officer of Northern. "It will drive immediate significant accretion across the board to our investors, increased cash returns, and importantly, creates a truly diversified business of scale, with substantial free cash flow that can self-fund future growth." "The Veritas transaction marks our fourth significant transaction in 2021 as we return focus to the Delaware basin, further scaling our business and building inventory with premier operators," commented Adam Dirlam, chief operating officer of Northern. "Northern continues to set the standard for non-operated energy management and will remain steadfast in our focus on consolidating high quality, low-breakeven assets." About Northern Oil and Gas Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $906.04 million for the year ended Dec. 31, 2020, compared to a net loss of $76.32 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $1.24 billion in total assets, $1.40 billion in total liabilities, and a total stockholders' deficit of $157.71 million. NOVABAY PHARMACEUTICALS: CEO Issues Letter to Stockholders ---------------------------------------------------------- NovaBay Pharmaceuticals, Inc.'s Chief Executive Officer Justin Hall has issued the following Letter to Stockholders: To My Fellow Stockholders: The purpose of this letter is to share some of my personal thoughts about NovaBay and explain my vision for the future as we join forces with DERMAdoctor. First, I'd like to say I'm proud of the direction we have taken with Avenova over the past two-and-a-half years, since I became CEO. In June 2019, we obtained an over-the-counter designation from the FDA and launched our direct-to-consumer campaign. While we have had considerable success with our OTC Avenova product, to achieve the growth NovaBay needs to significantly enhance stockholder value, we must take some bold and aggressive steps. With the addition of DERMAdoctor's products and our newly expanded product-development capabilities, we are on an entirely new growth trajectory. First, this transaction makes a lot of financial sense. DERMAdoctor is immediately accretive to our bottom line and is expected to double NovaBay's total revenues. One of the major drivers behind the acquisition was to accelerate our path to profitability. With our current product margins, NovaBay should be able to reach profitability with annual revenues of approximately $20 million. This should come as soon as the fourth quarter of 2022. Importantly, I believe our current cash on hand is sufficient to fund operations through profitability. I don't anticipate raising any additional funds to cover operating expenses. Furthermore, we are in full compliance with all NYSE American listing requirements and there are no plans for a reverse split anytime soon. As a reminder, the NYSE American does not have a one-dollar price requirement like the NASDAQ. I would like to convey my confidence to our stockholders...our listing is rock solid. Beyond just the technical and financial aspects, I would like everyone to understand that DERMAdoctor is a great fit with NovaBay for many fundamental reasons. First, this acquisition greatly expands our product portfolio with DERMAdoctor's 30+ products, thereby eliminating the risk associated with being a one-product company in a single market. Also, we significantly increase our presence in the high-growth, lucrative skincare market. Researchinmarkets.com estimates that the global market for cosmetic skincare products will reach $185 billion by 2027. Although we fully recognize that this market is highly competitive, it also rewards innovation. We believe that DERMAdoctor's scientifically formulated products with proven effectiveness developed by a board-certified dermatologist will resonate strongly with consumers. Second, we will apply NovaBay's expertise in marketing OTC products to DERMAdoctor's skincare products. We launched our OTC product two-and-a-half years ago, and through focused and concerted efforts, more than two-thirds of Avenova units are now being sold through online channels and unit sales are increasing each quarter. We bring expertise in developing robust social media and print advertising campaigns along with a strong marketing presence across all digital channels, allowing consumers to engage with our brands through social media and influencer campaigns. Our sophisticated digital programs include real-time monitoring of metrics to evaluate effectiveness in reaching target demographics. Importantly, we can make quick adjustments to improve effectiveness and optimize our spend. We're excited to apply these strategies to advance and enhance the DERMAdoctor business and customer base. Third, utilizing DERMAdoctor's established relationships, we have the opportunity to expand sales of Avenova into international markets. DERMAdoctor products are sold through a large and growing network of international distributors and retailers in North America, South America, Europe and Asia. The DERMAdoctor team has cultivated these relationships over many years, and we see significant overseas growth opportunities both for DERMAdoctor and NovaBay products. The fourth benefit of the acquisition relates to warehouse and front-office synergies. DERMAdoctor can now share its warehouse operations including storage, picking, packing, shipping and logistics with NovaBay. We anticipate some cost savings from shifting third-party providers to the existing DERMAdoctor warehouse team. A fifth and the most important benefit is bringing the two talented and successful entrepreneurs Drs. Jeff and Audrey Kunin, who cofounded DERMAdoctor, onto our NovaBay team. DERMAdoctor will operate as a wholly owned subsidiary of NovaBay, with Jeff and Audrey continuing to lead the operations. Audrey has also taken on a broader role at NovaBay as our Chief Product Officer. She is a known trailblazer in the skincare industry and developed many of the formulations found in DERMAdoctor products. We are excited to gain Audrey and her team's capabilities in developing new scientifically proven products to expand our presence in both the skincare and eyecare markets. This highly experienced group has a track record of creating innovative, award-winning products and new product categories with clinically effective formulations that consumers have come to embrace and trust. With the acquisition of DERMAdoctor, NovaBay now has product-development capabilities including idea generation, formulation, packaging, clinical testing and marketing. DERMAdoctor has an extensive pipeline of problem-solving products in various stages of development that address a variety of skin conditions. We expect at least four new SKUs to be commercially available in the first half of 2022. These products will target common skin concerns such as aging, keratosis pilaris and eczema under the Kakadu C, KP Duty and Calm Cool + Corrected brands. Similarly for 2023, we will expand existing product lines and create new ones. We are bringing the same strategy to the eyecare market and have identified dry eye, blepharitis, MGD, inflammation, bacteria and contact lens intolerance as concerns to address in 2022 and 2023 under the Avenova brand. In summary, we are excited by the acquisition of DERMAdoctor, which creates immediate and ongoing stockholder value. As a final topic, we will hold a Special Meeting of Stockholders on Dec. 17, 2021, to vote on several proposals, which are described in the proxy materials that you may have already received, by email. Hard copy materials are also being sent by mail. The first two proposals pertain to our recent $15 million financing, in support of the DERMAdoctor acquisition. The passage of all proposals is crucial to allowing us to move forward as a combined company. Both your Board of Directors and I consider the approval of both proposals to be in the best interests of ALL stockholders. We urge you to cast your vote by proxy as soon as possible, in advance of the meeting date. Your vote is very important to us, no matter how many or few shares in NovaBay Pharmaceuticals you own. Please vote your shares, using any one of the methods included in those materials. If you have any questions about voting, please call our proxy soliciting agent, The Proxy Advisory Group, LLC at 212-616-2181. Thank you for your investment in NovaBay. We are extremely grateful for your proxy voting support. Sincerely, Justin Hall, Esq. Chief Executive Officer and General Counsel November 18, 2021 About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, CELLERX for the aesthetic dermatology market, and NEUTROPHASE for wound care market. Novabay reported a net loss and comprehensive loss of $11.04 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $12.24 million in total assets, $2.88 million in total liabilities, and $9.36 million in total stockholders' equity. NXT ENERGY: Incurs C$1.4 Million Net Loss in Third Quarter ---------------------------------------------------------- NXT Energy Solutions Inc. reported a net loss and comprehensive loss of C$1.43 million on zero revenue for the three months ended Sept. 30, 2021, compared to a net loss and comprehensive loss of C$1.49 million on zero revenue for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss and comprehensive loss of C$1.55 million on C$3.14 million of revenue compared to a net loss and comprehensive loss of C$4.37 million on C$136,566 of revenue for the same period during the prior year. As of Sept. 30, 2021, the Company had C$22.67 million in total assets, C$2.98 million in total liabilities, and C$19.69 million in total shareholders' equity. A full-text copy of the Form 6-K is available for free at: https://www.sec.gov/Archives/edgar/data/1009922/000165495421012423/nsfdf_ex991.htm About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions Inc. provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$5.99 million for the year ended Dec. 31, 2020. As of June 30, 2021, the Company had C$24.82 million in total assets, C$3.90 million in total liabilities, and C$20.92 million in shareholders' equity. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position is not expected to be sufficient to meet its obligations that raises substantial doubt about its ability to continue as a going concern. OCEAN POWER: Acquires Marine Advanced Robotics ---------------------------------------------- Ocean Power Technologies, Inc. closed on an acquisition of Marine Advanced Robotics, Inc., a Richmond (San Francisco Bay Area), California-based developer and manufacturer of autonomous surface vehicles (ASVs). This acquisition immediately provides OPT with an established, innovative offshore product line that features roaming capability and highly complements the OPT business strategy. Marine Advanced Robotics, Inc. Overview Founded in 2004, MAR is the developer of Wave Adaptive Modular Vessel (WAM-V) technology, which enables roaming capabilities for uncrewed equipment in waters around the world. MAR launched the first WAM-V in 2007 as a new vessel class with a mission to manufacture and deliver to customers the most reliable and robust ASVs available on the market. The WAM-V has a flexible structure that adapts and conforms to the water's surface for an exceptionally smooth and level platform. In addition, inflatable pontoons help absorb motion and force, while hinged engine pods keep propellers in the water and further improve vehicle stability and controllability. MAR has used WAM-V technology to build surface vessels ranging from eight feet (2.4 meters) to 100 feet (30 meters) for deployments worldwide. MAR currently offers three models of this exceptionally maneuverable and stable vessel with numerous applications across different industry sectors – the ultra-portable 8-foot WAM-V 8, the 16-foot WAM-V 16, and the more powerful 23-foot WAM-V 22. Terms of the Deal * $11.0 million paid at closing, consisting of $4.0 million in cash and $7.0 million in OPT common stock (3,330,162 shares). * Additional earn-out opportunity for MAR based on revenue performance over the next two years * The MAR management team and employees have joined OPT. * Marine Advanced Robotics, Inc. continues to operate under its current brand name as a wholly owned subsidiary of OPT. Management Commentary Philipp Stratmann, OPT president, and CEO said, "The acquisition of Marine Advanced Robotics is a continuation of OPT's long-term growth strategy to expand our market value proposition, specifically in the growing Maritime Domain Awareness sector. We are excited to add MAR's roaming products to our state-of-the-art stationary products. We believe that our collective product and solutions portfolio will allow OPT to deliver real-time data to a wide variety of market opportunities. With its experienced MAR team joining our team, OPT is well-positioned to bring added value to potential customers while expanding our reach into new markets and building revenue." Mark Gundersen, MAR president and CEO said, "We believe that our ultra-light vessel technology aligns extremely well with OPT's offshore power and data solutions and engineering services. With over 70 WAM-Vs in 10 countries, we are changing the way humans go to sea. Together I am confident that we can accelerate the growth of our WAM-V platform in defense and commercial markets." About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- is a marine power equipment, data solutions and service provider. The Company controls the design, manufacture, sales, installation, operations and maintenance of its solutions and services while working closely with commercial, technical, and other development partners that provide software, controls, mechatronics, sensors, integration services, and marine installation services. Ocean Power reported a net loss of $14.76 million for the 12 months ended April 30, 2021, compared to a net loss of $10.35 million for the 12 months ended April 30, 2020. As of July 31, 2021, the Company had $81.19 million in total assets, $3.43 million in total liabilities, and $77.77 million in total stockholders' equity. OCEANKEY (U.S.) II: Moody's Assigns 'B2' CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to OceanKey (U.S.) II Corp. (dba "Mediaocean") following the acquisition by private equity firms CVC Capital Partners and TA Associates. Concurrently, Moody's assigned a B2 rating to Mediaocean's first lien bank credit facility consisting of a $875 million term loan and a $75 million revolver. The outlook is stable. The net proceeds from the senior secured first lien term loan, along with a $125 million senior secured second lien term loan (unrated) and cash equity will be used to acquire the company from private equity firm Vista Equity Partners. The CFR, PDR and existing debt instruments for the company under Vista Equity Partners ownership will be withdrawn at the close of the transaction. Assignments: Issuer: OceanKey (U.S.) II Corp. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: OceanKey (U.S.) II Corp. Outlook, Assigned Stable RATINGS RATIONALE Mediaocean's B2 CFR reflects the company's high leverage of around 7x debt/EBITDA (pro forma for the transaction and the acquisition of Flashtalking), small scale, customer concentration among top advertising agencies and an acquisitive growth strategy. The company's narrow focus on software solutions for the advertising industry exposes it to the cyclical advertising market, which has been vulnerable to economic downturns. In addition, rapidly evolving privacy regulations and changes being implemented by walled gardens (Google, Amazon, Facebook, Apple) can present both risks and opportunities for Mediaocean, given its increased focus on digital advertising. Mediaocean's two most recent acquisitions, 4C and Flashtalking, strengthened the company's positioning in the advertising industry that is undergoing structural shifts given the increasing role of tech firms and data-driven solutions in the market. Mediaocean benefits from a leading presence within its targeted market and longstanding relationships with top advertising agencies, which helps support its revenue predictability and stable free cash flow generation. Moody's expects global advertising spending to grow between 20%-25% this year and 10%-12% next year (including cyclical events). When the economic recovery is considered with the ad spending rebound, Moody's expects revenue growth of mid-to-high single digits over the next 12 months, will drive the company's deleveraging to 6.5x debt/EBITDA. Mediaocean management's strong track record of integrating acquired businesses and cross-selling solutions to existing customers also supports the rating. Moody's expects that Mediaocean will maintain good liquidity over the next 12 months. Pro forma for the transaction, the company's sources of liquidity consist of a cash balance of $30 million and a $75 million undrawn revolver due 2026. Over the next 12 months, Moody's anticipates that the company will generate in excess of $60 million of free cash flow. The revolver is expected to have a springing first lien net leverage covenant of 10x that would be triggered at 40% revolver utilization. Moody's expects that Mediaocean will maintain ample cushion under this covenant over at least the next 12 months. The stable outlook reflects Moody's expectation for mid-to-high single digit organic revenue and EBITDA growth over the next 12 to 18 months, driven by growing global ad spend and ongoing transition toward digital advertising solutions. Moody's expects leverage will decrease to 6.5x over the next 12 to 18 months. Mediaocean's financial policies under private equity ownership are a key corporate governance consideration under Moody's ESG framework. Moody's expects that periods of deleveraging will be followed by increases in financial leverage upon debt funded acquisitions or shareholder returns. High financial leverage limits the company's financial flexibility, which magnifies the impact of any performance deterioration. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Mediaocean's scale is increased substantially by generating consistent organic revenue and EBITDA growth such that adjusted leverage is expected to be sustained below 4x. The company would also have to demonstrate conservative financial policies. The ratings could be downgraded if leverage were expected to be maintained above 6.5x on other than a temporary basis, free cash flow to debt were to fall below 5%, or if revenue declines. As proposed, the new first lien credit facility is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of $160 million and 100% consolidated EBITDA, plus unused capacity reallocated from the general debt basket, plus unlimited amounts subject to pro forma first lien net leverage of 5.30x (if pari passu secured). Amounts up to the greater of $160 million or 100% consolidated EBITDA along with any indebtedness incurred for purposes of consummating a permitted acquisition or similar permitted investment may be incurred with an earlier maturity date than the initial term loans. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which provide that no restricted subsidiary may be designated as an unrestricted subsidiary if it owns any material intellectual property that is material to the business, taken as a whole. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, subject to protective provisions which prohibit guarantee releases if such guarantor remains a majority owned restricted subsidiary, and (i) the disposition of equity interest was undertaken for the sole purpose of causing such guarantee releases or (ii) the other owners are affiliates of the borrower. There are no express protective provisions prohibiting an up-tiering transaction. The principal methodology used in these ratings was Software Industry published in August 2018. Headquartered in New York, New York, Mediaocean is a global, market-leading provider of financial and operational software solutions for the advertising industry, enabling agencies and brands to manage and coordinate the entire advertising workflow. Pro forma for the transaction, the company will be owned by private equity firms CVC Capital Partners and TA Associates. Mediaocean generated pro forma revenues of about $372 million in the LTM period ended June 30, 2021. OCEANKEY (US) II: S&P Assigns 'B' ICR, Stable Outlook ----------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to advertising technology and software solutions provider OceanKey (U.S.) II Corp. (d.b.a. Mediaocean). S&P also assigned its 'B' rating to the first-lien credit facility. S&P's 'B' issuer credit rating on OceanKey reflects the company's leading position as a provider of advertising technology to advertising agencies, its growing exposure to brand advertisers, digital advertising capabilities, consistent above-average profitability, and good cash flow conversion. These factors are somewhat offset by the substantial debt burden under the proposed refinancing, its significant client concentration, modest scale, niche solutions offering, limited pricing power under its largest contracts, and its exposure to a fragmented and competitive digital advertising industry. The proposed capital structure represents a substantial debt burden. The company's proposed financing comprises an undrawn $75 million first-lien revolver, an $875 million first-lien term loan, and a $125 million second-lien term loan (not rated). S&P said, "Proceeds will be used to fund the leveraged buyout of the company by its new financial sponsors, CVC Capital Partners and TA Associates. With the additional debt burden, we expect pro forma S&P Global Ratings-adjusted leverage to be around 8x in 2021 (low-7x pro forma for the Flashtalking acquisition completed in August 2021) and decline to the 7x area in 2022 through organic revenue growth and improving EBITDA generation. Despite the incremental interest expense under the new capital structure, we still expect substantial positive FOCF, with FOCF to debt in the 7% area in 2021 and 2022 due to low capital expenditure and working capital requirements." S&P said, "Although we expect credit metrics to improve over our forecast period, we believe the financial sponsors will maintain a financial policy that keeps leverage elevated. While not explicitly forecast in our base case, financial policy-induced actions could include pursuing debt-funded acquisitions or shareholder returns." The company's core software offerings have a niche product focus and high client concentration. OceanKey's scale of operations is modest and it has a niche product set focused on advertising technology solutions for advertising agencies and corporate clients. In its core product offerings, which comprise roughly two-thirds of revenue, the company provides software and solutions that enable clients to buy, sell, and track content and spending on various advertising campaigns. Revenues from these products are typically generated as a percent of gross billing and therefore subject to volatility in advertising campaign volumes. In some cases, OceanKey charges a fixed software-as-a-service fee for its services. The company is heavily dependent on top global advertising agency clients for its revenue generation. Specifically, its top client contributes about one-fifth of total revenues, and the top five clients contribute about 40% of total pro forma revenues. S&P believes this concentrated revenue base exposes the business to potential revenue declines from its top-tier clients. In addition, due to the nature of its agreements and its smaller size relative to clients, the company has a limited ability to increase pricing on these core offerings, which confines margin-expansion opportunities, in its view. Despite its modest size, the company holds a strong position in the advertising management technology market. Specifically, it supports half of all U.S. advertising spending and about one-third of global advertising spending through its technology platforms. It also has favorable client-retention rates due to this market leadership, with customer tenure for its top five advertising agency customers averaging about 30 years. S&P believes this is due to the embedded nature of its software as the system-of-record for these advertising agency clients, which means that switching costs away from OceanKey's products are high. These core offerings are contractual with terms for key clients ranging in length from 18 months to several years. Further, OceanKey benefits from the shift of advertising from traditional to digital content due to higher take rates on digital advertising solutions it offers clients. In addition to its advertising agency relationships, the company continues to substantially grow its client base for its core services by offering these technology solutions to brand advertisers such as consumer packaged goods and retail clients. These clients use OceanKey's products to manage their own advertising initiatives and workflows. This client list has been a growing part of the business due to the increasing rate of advertising technology adoption by brand advertisers, a trend toward in-house management of some parts of the advertising process, and the increasing complexity of global advertising campaigns. Generally, OceanKey's take rates for its services are higher with brand advertisers compared to its key advertising agencies. As a result of this favorable market position, the company enjoys above-average profitability for its services with its core advertising platforms generating north of 40% EBITDA margins. Combined with its growing but lower-margin digital advertising services, such as digital ad serving from Flashtalking, we believe this will result in consolidated pro forma EBITDA margins in the mid-30% area over the next several years. OceanKey is increasing its footprint in the digital advertising industry, but competition remains intense. The company recently expanded its digital services with the acquisitions of 4C and Flashtalking, which closed in July 2020 and August 2021, respectively. 4C provides programmatic media buying, planning, and optimization software for brand advertisers and agencies across closed social media ecosystems and smart TVs. Flashtalking provides independent primary ad serving and dynamic content optimization to clients looking to track and manage their digital ad campaigns. S&P said, "We believe these additional digital advertising capabilities improve the company's scale, reach with brand customers, and relevance in the digital advertising industry, and improve its media intelligence and management solutions. However, we also highlight that the company does not have as dominant a position in these fragmented end markets and will experience more competition compared to its core workflow offerings. Specifically, the ad serving market includes dominant players such as Google, which have entrenched market positions and substantial service offerings. As a result of these dynamics, we expect these digital advertising revenues will grow in the high-single-digit-percentage area as the advertising industry increases its breadth of digital content, but at the same time we expect these segment EBITDA margins to be well below those of OceanKey's core offerings due to the intense competition in these end markets." S&P said, "The stable outlook on OceanKey reflects S&P Global Ratings' expectation that the company's organic revenue will continue to increase by the mid-single-digit-percent area in 2022 on the continued expansion of digital advertising and stable pricing. We expect the company's FOCF-to-debt ratio to remain above 5% over the next 12 months. "We could lower our issuer credit rating if the company's organic revenue growth materially slows and its EBITDA margins contract such that we believe it will sustain a FOCF-to-debt ratio of less than 5%. This could occur because of greater competition for its core products, the loss of a large customer, further large debt-financed transactions, or a substantial economic slowdown. "Although unlikely over the next year, we could raise our rating on Mediaocean if we believe the company will lower and sustain leverage in the low-5x area and improve FOCF to debt toward 10% due to stronger-than-expected revenue growth, EBITDA margin expansion, and significant debt prepayment." OMNIQ CORP: To Acquire Additional 26% Stake in Dangot Computers --------------------------------------------------------------- OMNIQ Corp. announced the acquisition of an additional 26% of Dangot Computers Ltd., increasing OMNIQ's ownership to 77%. Dangot provides state of the art technology enabling frictionless automated order processing & digital payment processing products for retail, fast food and parking, integrated working stations for physicians, drug delivery and blood tests, robotics for smart warehouses, point of sales and other innovative solutions. * OMNIQ notified the seller of the Partial Exercise of its Option according to the Stock Purchase Agreement, dated May 3, 2021. * OMNIQ will pay for the additional 26% based on the Israeli Shekel currency valuation (which has since increased due to exchange rate differences) and is valued at approximately $4,136,000. * The Company will not issue any equity in connection with the transaction. * Consolidated OMNIQ and Dangot pro forma revenue for fiscal year 2020 amounts to approximately $91M. * OMNIQ acquired 51% of Dangot ownership effective July 1st, 2021, with a 12 month option to acquire the remaining 49%, of which, the acquisition of 26% was provided as an official notice for immediate execution earlier this week, by omniQ. * On November 2021, Dangot Computers Ltd was awarded with an approximate $2 Million order for Intelligent Healthcare Carts (IHC) from Israel's Largest Health Maintenance Organization (HMO) * On August 3, 2021, OMNIQ announced that Dangot will provide its self-service kiosks to Aroma Espresso Bar (Aroma), the largest coffee chain in Israel with branches in the US, Canada and other countries. According to a Forbes article titled "Self-Order Kiosks Are Finally Having A Moment In The Fast Food Space", written by Alicia Kelso (1) , it is predicted that the self-service kiosk market will reach $30.8 billion by 2024. * Dangot Computers Ltd (Dangot) is an Israeli based leader in providing innovative technologies including: frictionless automated order processing & digital payment processing products for the retail, fast food and parking markets; integrated work stations for physicians, drug delivery and blood tests; robotics for smart warehouses; point of sales, self-check in management, and other state of the art solutions. * Dangot has a strong and diversified customer base including hospitals, logistic centers, supermarkets, manufacturing plants, retail chains, restaurants, municipalities, and government agencies. * Dangot's influence with early adopter customers including multiple AI pilots offers a very attractive opportunity to accelerate adoption of OMNIQ's proprietary AI solutions to automate the supply chain and operations. * OMNIQ's Fortune 500 customers provide a significant potential new market for Dangot's innovative solutions, focused, among others, on the Food & Drug, Medical, Retail and the Transportation & Logistics, markets. Based on Pro Forma 2020 results, the acquisition creates a combined $91 Million revenue provider of automation and object identification solutions. OMNIQ is paying the sole shareholder of Dangot a total of approximately $4,136,000 million. OMNIQ will have an option to acquire the remaining 23% at the same Israeli Shekel valuation. Dangot is a prominent player in the field of automation and frictionless equipment. Its systems have gained an excellent reputation and significant market share in the demanding Israeli market, offering worldwide innovations to multiple verticals like healthcare, retail, restaurants and warehouse automation. The Company said that based on the four and a half months of working together, management of OMNIQ strongly believes that Dangot's innovative product offerings fit OMNIQ's target markets, and as such will be leveraged by its strong sales team in the US market. At the same time, OMNIQ believes it can accelerate merging its AI products into the supply chain customers served by both companies. Shai Lustgarten, CEO of OMNIQ commented: "As we indicated in our previous announcements, we are very happy with the Dangot acquisition, it's contribution to our financial results has already been illustrated in our Q3 results. Moreover Dangot has gained a solid presence in the Israeli market providing automation solutions for major markets like healthcare and retail. These are markets that OMNIQ already sells to and has some of the largest and most prestigious customers in the US. We have already started to introduce Dangot's solutions to some of our customers in the US and have received very enthusiastic feed backs, which encourages us to expect some quick initial results. Furthermore, we have a great team to work with at Dangot enabling quick and frictionless integration for the total OMNIQ success." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq 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. ORGANIC POWER: Jan. 12, 2022 Plan Confirmation Hearing Set ---------------------------------------------------------- On Oct. 12, 2021, debtor Organic Power LLC filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement referring to a Chapter 11 Plan. On Nov. 22, 2021, Judge Edward A. Godoy approved the Disclosure Statement and ordered that: * Jan. 12, 2022 at 1:30 PM, via Microsoft Teams is the hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan. * That objections to claims must be filed prior to the hearing on confirmation. * That acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * That any objection to confirmation of the plan shall be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A copy of the order dated Nov. 22, 2021, is available at https://bit.ly/30VG0rs from PacerMonitor.com at no charge. The Debtor is represented by: Alexis Fuentes-Hernandez, Esq. Fuentes Law Offices, LLC P.O. Box 9022726 San Juan, PR 00902-2726 Tel: (787) 722-5215 Email: alex@fuentes-law.com About Organic Power Organic Power, LLC, -- https://www.prrenewables.com/ -- is a Vega Baja, P.R.-based company that offers food processing companies, restaurants, pharmaceuticals, and retail outlets an alternative to landfill disposal -- a low cost and environmentally friendly recycling option. Organic Power sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 21-00834) on March 17, 2021. Miguel E. Perez, the president, signed the petition. In its petition, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Edward A. Godoy oversees the case. The Debtor tapped Fuentes Law Offices, LLC as bankruptcy counsel, and Godreau & Gonzalez Law, LLC, and Vidal, Nieves & Bauza, LLC as special counsel. ORION ADVISOR: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDR) of Orion Advisor Solutions, Inc. (Orion) at 'B' with a Stable Rating Outlook. Fitch has also affirmed Orion's senior secured first lien issue rating at 'BB-'/'RR2'. Fitch's actions affect approximately $848 million of committed and outstanding debt. KEY RATING DRIVERS Market Leadership: The combined Orion and Brinker represents a leading turnkey asset management program (TAMP) with a number four market position and assets under management (AUM) approaching $50 billion after a period of strong returns in financial markets and continued positive inflows. The combination has enhanced sales momentum given Orion's leading integrated subscription-based portfolio management software, open-architecture platform, and strength in the small-mid market registered investment advisor (RIA) channel, as well as Brinker's strong position in the high net-worth and insurance broker-dealer segments. The company is well-positioned for further market share gains and elevated growth rates resulting from established, complimentary channel positions and opportunities to sell Orion's software platform to the combined client base. The result is a pathway for continued growth momentum and deleveraging capacity. Secular Tailwinds: Orion benefits from strong growth opportunities as its target RIA clients benefit from supportive macro and secular trends. Fee-based revenue growth, which is dependent on the investable AUM controlled by the company's target RIA clients, is supported by the long-term growth rate in U.S. household directly held investments of 7% per annum, according to Federal Reserve data. In addition, RIAs have experienced elevated growth in AUM of 8.5% per annum since 2009, according to RIA Channel/RIA Database. This is indicative of strong market share gains as the industry experiences a secular shift away from traditional wirehouses, broker-dealers, and investment and retail banks. This trend is likely to persist given higher service levels provided by RIAs, reduced conflicts of interest, and bank and brokerage consolidation, as well as a desire for independence, fiduciary alignment with clients and higher payouts among professional advisors. The evolving and rapidly growing RIA industry provides an additional vector of growth for Orion given the opportunity to sell the company's portfolio management software solution to a market in which advisors are faced with high reporting, compliance and back‐office costs. Advisors are also making increased use of outsourced solutions in order to focus on client service and compete in an increasingly digitized space. These trends are supportive of long-term revenue growth, leading to Fitch forecasts of mid to high-single digit organic growth annually. Margin Expansion: Orion has executed well on its cost reduction and synergy targets across sales, marketing, technology, investment management and corporate administration functions, leading to margin expansion of over 800 bps since the time of the transaction. Margins in the high 40s and strong FCF conversion will lead to FCF margins averaging mid-teens over the forecast horizon, which supports debt-servicing ability given elevated leverage. Cyclical Fee-based Revenue: Orion is highly exposed to volatility in financial market given the reliance on fee revenue, which is based on client AUMs. While strong returns in financial markets have served as a recent tailwind to revenue growth, risks from a sustained decline in financial markets and resulting revenue pressure are magnified by the company's elevated leverage profile. During the height of the financial crisis in 2008, U.S. household directly held financial assets declined by 25%. A similar decline, depending on its duration, would result in significant challenges for Orion given the high levels of debt. However, the cyclicality of fee-based revenue is partially offset by the increasing revenue mix from the company's subscription software product, which Fitch forecasts will contribute 47% of revenue by 2023, up from 41% in 2020. Acquisitive Strategy: Fitch expects Orion to pursue an acquisitive strategy, making use of the company's leading market position to act as a consolidator in an evolving, fragmented market that is experiencing rapid growth. The company is likely to deploy capital towards a variety of attractive M&A candidates that may offer increased market share, new sales channels, new client segments, or that can bolster technology offerings. Fitch expects future M&A to be largely debt-funded, resulting in limited deleveraging. Elevated Leverage: Orion's revenue growth and EBITDA margin expansion has enabled a reduction in Total Debt with Equity Credit/Operating EBITDA leverage from a pro forma level of 8.6x in FY20 at the time of the transaction to 6.9x, in-line with Fitch's forecasts. Fitch expects modest further declines in leverage due to the company's private equity ownership, which is likely to pursue a debt-funded M&A growth strategy or other shareholder-friendly approaches to maximizing returns. Leverage is close to the 6.6x median for technology issuers rated in the 'B' rating category by Fitch. Higher leverage is supported by Fitch's forecast for mid-teens average FCF margins, well above the 1.8% median for peers in the 'B' rating category. However, elevated leverage presents a substantial risk given potential cyclicality of fee-based revenue. DERIVATION SUMMARY Orion Advisor Solution is well positioned within the rating category given its market leadership, attractive growth opportunity and strong margin profile following its acquisition by and combination with Brinker Capital by private equity sponsors Genstar Capital and TA Associates. At the time of the transaction, Fitch estimated opening pro forma leverage of 8.6x and forecasted a decline to 7.0x by FY21, closely in line with Fitch's updated forecast of 6.9x and the 6.6x median for issuers in the technology sector in the 'B' rating category. Fitch expects leverage to remain in the 6.5x - 7.5x range as the company is likely to continue to pursue a debt-funded acquisitive strategy, targeting a variety of potential candidates that may offer increased market share, new sales channels, new client segments, or that can bolster technology offerings. Orion's favorable long-term growth prospects, strong market positioning relative to competitors, and mid-teens FCF margins are supportive of the leverage profile. Leverage may present material risks for Orion over the longer term as a result of the potential for substantial cyclicality in fee-based revenue given the exposure to financial market volatility. The elevated leverage profile may magnify risks from a sustained market downturn and lead to ratings downside should operating results deteriorate meaningfully. However, potential cyclicality is partially moderated by the company's subscription software product. Fitch expects software mix will trend towards 50% revenue contribution over the longer term, supported by client retention rates that ranged 94% - 96% in recent years and by secular trends that support new asset inflows. Orion benefits from several underlying macro and secular trends that provide an opportunity for sustained mid to high-single digit growth rates, when excluding the impacts from possible future financial market fluctuations. The company's target RIA market has experienced rapid growth due to long-term trends in U.S. household financial asset accumulation as well as a share shift away from traditional financial management channels such as wirehouse and broker-dealers towards independent financial advice. The strength in the target market provides a long runway for revenue growth from the company's TAMP services as RIA clients experience continued growth in assets under management. Software portfolio management platform sales should also increase as the RIA market expands and comes to rely more heavily on outsourced operations. The rating is supported by attractive growth prospects from established macro and secular trends, a strong market positioning with a number four share, and favorable FCF margins compared to peers in the rating category. However, Fitch's forecast for elevated leverage in respect of the potential for cyclicality caused by financial market volatility, are limitations for rating upside and suggestive of an affirmation of the 'B' rating. Fitch applied its Master Corporate Rating Criteria and its Corporates Notching and Recovery Ratings Criteria in the determination of the IDR and issue ratings. No country-ceiling or operating environment aspects had an impact on the rating. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Orion would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and a 2% concession payment from first lien lenders to second lien lenders. Going-Concern (GC) Approach The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. Fitch contemplates a scenario in which a sustained decline in financial markets leads to a reduction in fee-based revenue and impairs debt-servicing ability. As a result, Fitch expects that Orion would likely be reorganized with reduced debt outstanding, permanent loss of a portion of the customer base, and increased levels of operating expenses to regain sales momentum and reinvest in technology offerings. Under this scenario, Fitch estimates reduced revenue and EBITDA margin levels would result in a going-concern EBITDA that is approximately 12% below Fitch calculated 2Q21 LTM EBITDA. An EV multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: Comparable Reorganizations: In Fitch's 13th edition of its "Bankruptcy Enterprise Values and Creditor Recoveries" case study, the agency notes seven past reorganizations in the Technology sector, where the median recovery multiple was 4.9x. Of these companies, only two were in the Software subsector: Allen Systems Group, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x and 5.5x, respectively. The Allen Systems Group, Inc. reorganization is highly supportive of the 6.5x multiple assumed for Orion given the mission critical nature of both company's offerings. M&A Multiples: Fitch has reviewed recent transactions in the TAMP industry, including the acquisitions of OBS Financial Services and Global Financial Private Capital (GFPC), that were completed at transaction multiples of 6.0x and 6.9x, respectively. The 6.5x multiple assumed for Orion is sufficiently conservative given the company's number four market share, substantially larger scale, and rapidly growing software offering. Comparable Recovery Assumptions: Fitch-rated comparable companies include Blucora, Inc., a provider of an integrated platform of brokerage, investment advisory and insurance services to tax-oriented financial advisors and an online tax preparation service for consumers, and Focus Financial Partners Inc., a partnership of RIA firms. The recovery analysis for these issuers included assumed recovery multiples of 6.5x and 5.0x, respectively. Fitch assumed a substantially lower multiple for Focus Financial Partners as a result of the company's degree of dependence on key partners. Trading Multiples: Fitch's analysis of trading multiples for public peers, including AssetMark Financial Holdings, Inc., SEI Investments Company, and Envestnet, Inc., determined a median multiple of 10.9x. The peer comparison is supportive of the assumed 6.5x multiple for Orion given the likelihood that potentially stressed operations in a recovery scenario would result in a discounted multiple relative to publicly traded peers. The recovery model implies a 'BB-' and 'RR2' Recovery Rating for the company's first lien senior secured facilities, reflecting Fitch's belief that 71%-90% expected recovery is reasonable. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Organic revenue growth of mid- to high-single digits plus contribution from acquisitions; -- EBITDA margins sustained in the high 40s; -- Capital intensity of 6% - 9% per annum, consistent with management projections; -- Acquisitions of $500 million in FY22 and FY24. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total Debt with Equity Credit/Operating EBITDA leverage sustained below 6.0x; -- CFO-Capex/Total Debt With Equity Credit sustained above 7.5%; -- Total Debt With Equity Credit/FCF sustained below 15.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total Debt with Equity Credit/Operating EBITDA leverage sustained above 8.0x; -- CFO-Capex/Total Debt With Equity Credit sustained below 2.5%; -- Total Debt With Equity Credit/FCF sustained above 25.0x; -- FFO Interest Coverage sustained below 2.0x; -- Inability to achieve synergy and cost reductions or to execute on integration and growth strategy. 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 Abundant Liquidity: Fitch expects Orion to maintain strong liquidity throughout the forecast horizon given strong free cash flow margins and moderate liquidity requirements resulting from a supportive cash conversion cycle. As of 2Q21, liquidity is comprised of $16 million in readily available cash and full availability on the $80 million revolving credit facility (RCF). Liquidity is further supported by strong FCF margins that Fitch forecasts will average mid-teens, leading to nearly $115 million in aggregate FCF over the ratings horizon. Fitch expects rapid growth in liquidity due to cash accumulation and the expectation for the RCF to remain undrawn. ISSUER PROFILE Orion provides software offerings for portfolio accounting solutions and a TAMP for RIAs, broker-dealers, independent broker-dealers, and insurance broker-dealers. 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 minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. OUTLOOK THERAPEUTICS: Issues $10.2 Million Note to Streeterville ---------------------------------------------------------------- Outlook Therapeutics, Inc. entered into a note purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the company issued the investor an unsecured promissory note on Nov. 16, 2021 in the original principal amount of $10,220,000 for $10,000,000 in cash proceeds. The note bears interest at a rate of 9.5% per annum compounding daily, matures Jan. 1, 2023, and includes an original issue discount of $200,000, along with $20,000 for Investor's fees, costs and other transaction expenses incurred in connection with the purchase and sale of the note. Outlook Therapeutics may prepay all or a portion of the note at any time by paying 105% of the outstanding balance elected for pre-payment. Under the purchase agreement, while the note is outstanding, Outlook Therapeutics has agreed to keep adequate public information available, maintain its Nasdaq listing, and refrain from undertaking certain "Variable Security Issuances" (as defined in the purchase agreement) without the holders' consent, subject to certain limited exempt issuances, in addition to other negative covenants. The note provides that it is an event of default if the company breaches its negative covenants under the purchase agreement, undertakes certain "Fundamental Transactions" (as defined in the purchase agreement), along with other customary events of default, in addition to providing for a default rate of 14%, and giving the holder the right to increase the outstanding balance by 5% in the event of default. 2020 Note Amendment On Nov. 16, 2021, Outlook Therapeutic and Streeterville also entered into an amendment to that certain note, dated Nov. 4, 2020, issued by the company to the investor, in the original principal amount of $10,220,000. The note amendment amends the 2020 note to, among other things, (i) extend the maturity date to Jan. 1, 2023, (ii) increase the interest rate from 7.5% per annum to 10% per annum beginning on Jan. 1, 2022 and (iii) provide for the investor's right to redeem some or all of the outstanding balance of the note for shares of the company's common stock beginning July 1, 2022, subject to certain limitations. The cash proceeds provided by the note and the note amendment, in addition to the cash on hand, are expected to fund the company through March 2022 to support the planned submission of a Biologics License Application for ONS-5010 with the United States Food and Drug Administration in the first calendar quarter of 2022. About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a late clinical-stage biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics reported a net loss attributable to common stockholders of $48.87 million for the year ended Sept. 30, 2020, compared to a net loss attributable to common stockholders of $36.04 million for the year ended Sept. 30, 2019. As of June 30, 2021, the Company had $32.88 million in total assets, $20.13 million in total liabilities, and $12.75 million in total stockholders' equity. KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2015, issued a "going concern" qualification dated Dec. 23, 2020, citing that the Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $289.7 million as of Sept. 30, 2020 that raise substantial doubt about its ability to continue as a going concern. PHUNWARE INC: Court Dismisses 'Wild Basin' Suit With Prejudice -------------------------------------------------------------- Phunware, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission with respect to its litigation with Wild Basin Investments, LLC. The 126th Judicial District Court of Travis County, Texas, granted defendants' motion to dismiss with prejudice to refiling in the State of Texas. On Dec. 17, 2019, certain stockholders filed a lawsuit against Phunware, Inc. and its individual officers and directors. The case, captioned Wild Basin Investments, LLC, et al. v. Phunware, Inc., et al., Cause No. D-1-GN-19-008846, was filed in the 126th Judicial District Court of Travis County, Texas. Plaintiffs alleged that they invested in various early rounds of financing while the company was private and that the company should not have subjected their shares to a 180-day "lock up" period. The plaintiffs also allege that Phunware's stock price dropped significantly during the lock up period and sought damages, costs and professional fees. On June 23, 2021, the defendants filed a motion to dismiss the petition based on the mandatory forum-selection clause in the company's Articles of Incorporation, which require plaintiffs' claims to be filed in Delaware Chancery Court. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $22.20 million for the year ended Dec. 31, 2020, compared to a net loss of $12.87 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $31.95 million in total assets, $18.93 million in total liabilities, and $13.03 million in total stockholders' equity. RAINTREE PROPERTIES: Seeks to Hire Cabot Christianson as Counsel ---------------------------------------------------------------- Raintree Properties and Leasing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Alaska to hire the Law Offices of Cabot Christianson, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. preparing the necessary schedules of assets and liabilities and related pleadings; b. attending creditors' meetings; c. resolving issues concerning the rights of secured, priority and unsecured creditors; d. pursuing causes of action where appropriate; e. preparing and seeking court approval of the Debtor's disclosure statement and plan of reorganization; and f. assisting the Debtor in other matters relative to the administration of the estate. The firm will bill its regular hourly rate, which is currently $440 per hour for Cabot Christianson, Esq. It will also seek reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, the Law Offices of Cabot Christianson is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Cabot Christianson, Esq. Law Offices of Cabot Christianson 911 West 8th Avenue, Suite 201 Anchorage, AK 99501 Email: cabot@cclawyers.net About Raintree Properties and Leasing Anchorage, Alaska-based Raintree Properties and Leasing, LLC filed a petition for Chapter 11 protection (Bankr. D. Alaska Case No. 21-00192) on Nov. 16, 2021, listing $2,747,140 in assets and $2,605,314 in liabilities. Arnold W. Swanson, managing member of Raintree, signed the petition. The Debtor is represented by the Law Offices of Cabot Christianson. RAM DISTRIBUTION: Jan. 13, 2022 Plan Confirmation Hearing Set ------------------------------------------------------------- On Oct. 1, 2021, Debtor Ram Distribution Group LLC dba Tal Depot filed with the U.S. Bankruptcy Court for the Eastern District of New York a motion for approval of the Amended Disclosure Statement. On Nov. 22, 2021, Judge Louis A. Scarcella granted the motion and ordered that: * The Disclosure Statement is approved as containing adequate information in accordance with Section 1125(a)(1) of the Bankruptcy Code. * Jan. 13, 2022, at 11:15 a.m., is the telephonic hearing to consider confirmation of the Plan. * Dec. 30, 2021, at 5:00 p.m. is fixed as the last day to submit all ballots voting in favor of or against the Plan. * Dec. 30, 2021, is fixed as the last day to file objections to the Plan. * Jan. 6, 2022, is fixed as the last day to file replies to objections to confirmation of the Plan. A copy of the order dated Nov. 22, 2021, is available at https://bit.ly/3FQdAOZ from PacerMonitor.com at no charge. About Ram Distribution Group Tal Depot owns and operates an e-commerce website at https://taldepot.com/ that sells snacks, drinks, groceries, wellness, and home goods products. Ram Distribution Group, LLC, d/b/a Tal Depot, filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 19-72701) on April 12, 2019. In the petition signed by CEO Jeremy J. Reichmann, the Debtor was estimated to have $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. Btzalel Hirschhorn, Esq., at Shiryak, Bowman, Anderson, Gill & Kadochnikov LLP is the Debtor's counsel. Analytic Financial Group, LLC, d/b/a Corporate Matters, serves as financial advisors to the Debtor. RAYONIER ADVANCED: S&P Upgrades ICR to 'B' on Debt Reduction ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Jacksonville, Fla.-based Rayonier Advanced Materials Inc. (RYAM) to 'B' from 'B-' and raised the issue-level ratings on its senior secured notes to 'B+' from 'B-' and its senior unsecured notes to 'B-' from 'CCC'. The stable outlook reflects S&P's belief that RYAM will maintain leverage below 5.5x through 2022, as mild revenue contraction stemming from its assets sale is offset by pricing and volume improvements and resulting improved EBITDA margins. The sale of RYAM's noncore assets allow it to reduce debt and focus its efforts on higher-margin high-purity cellulose. RYAM closed the sale of its lumber and newsprint assets to GreenFirst Forest Products Inc. (not rated) on Aug. 28, 2021. RYAM used a portion of the proceeds ($193 million cash, in addition to 28 million shares of GreenFirst Forest Products, which were valued at $32 million as of Setp. 30, 2021) to repurchase approximately $127 million of its 5.50% senior unsecured notes due 2024 and redeem $25 million of its 7.625% senior decured motes due 2026. The asset sale also allows RYAM to expand its high-purity cellulose platform as it intends to use a portion of proceeds to invest in improvement and cost-reduction projects at its high-purity cellulose facilities. S&P believes this will allow RYAM to improve consolidated margins as its mix of higher-value products grows. S&P said, "The stable outlook reflects our belief that RYAM will maintain leverage in the 5x-5.5x range through 2022, as mild revenue contraction stemming from its asset sale is offset by pricing and volume improvements and resulting improved EBITDA margins. "We could lower the rating on RYAM if it faced prolonged price weakness in its commodity products with little prospect of improvement, resulting in leverage approaching 8x or EBITDA interest coverage falling below 2x. This could occur due to unexpectedly weak cellulose specialties markets or operational outages causing adjusted EBITDA to fall below the $200 million generated in the pandemic hampered 2020. "We could raise the rating on RYAM over the next 12 months if RYAM's leverage remained below 4x through most of 2022. This could occur if S&P Global Ratings-adjusted EBITDA margins expand past the 16% over 2022. A mid- to high-single digit increase in 2022 sales could also bring about such a rise in EBITDA generation at our current EBITDA margin expectation." RE PALM SPRINGS: SRC's Appeal from Credit Bid Order Dismissed ------------------------------------------------------------- SR CONSTRUCTION, INC., Plaintiff/Appellant, v. RE PALM SPRINGS II, LLC and HALL PALM SPRINGS, LLC, Defendants/Appellees, Civil Action No. 3:20-CV-3486-B (N.D. Tex.) challenges a court order that approved the sale of RE Palm Springs II, LLC's bankruptcy estate to Hall Palm Springs, LLC, via credit bid. SRC, which was engaged to construct a hotel in Palm Springs, California, appeals the Credit Bid Order, saying no other creditors are likely to receive anything of value. On appeal, SRC argues that the Bankruptcy Court overseeing RE Palm Springs II's case: 1. erred "in granting HPS'[s] Expedited Motion to Authorize Credit Bid Pursuant to 11 U.S.C. Section 363(k)" because HPS did not present admissible evidence of "a valid, senior-most secured interest" on the Property. 2. erred by approving the Credit Bid Order without verifying the amount of HPS's security interest on the Property. 3. erred and violated SRC's due process rights by "issuing the Credit Bid Order prior to even considering the written objections and Adversary Proceeding brought by SRC. The United States District Court for the Northern District of Texas, Dallas Division, concluded that HPS acted with good faith during the bankruptcy proceedings. The facts do not demonstrate "fraud, collusion between the purchaser and other bidders or the trustee, or an attempt to take grossly unfair advantage of other bidders," the District Court said. Even viewing the facts in the record in a favorable light towards SRC does not illuminate any bad faith by HPS, the District Court said. Ultimately, HPS submitted the only bid for the Property and acquired the Property through a trade of its debt, the District Court pointed out. This in turn left the other creditors with nothing. Such a disappointing result does not establish that HPS acted with bad faith, the District Court said. Accordingly, the Court held that HPS was a good faith purchaser of the Property. The District Court affirmed the rulings of the bankruptcy court in all respects. The appeal is dismissed with prejudice. A full-text copy of the Memorandum Opinion and Order dated November 15, 2021, is available at https://tinyurl.com/kbvwrvbp from Leagle.com. About RE Palm Springs II RE Palm Springs II, LLC is the owner of fee simple title to a four-story, 150-room full-service hotel in Palm Springs, Calif. RE Palm Springs II filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 20-31972) on July 22, 2020. In its petition, the Debtor was estimated to have $10 million to $50 million in assets and $57,309,877 in liabilities. Thomas M. Kim, chief restructuring officer, signed the petition. The Debtor tapped Cavazos Hendricks Poirot, P.C. and SL Biggs as its bankruptcy counsel and accountant, respectively. RENNOVA HEALTH: Posts $258.2 Million Net Loss in Third Quarter -------------------------------------------------------------- Rennova Health, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss available to common stockholders of $258.2 million on $1.01 million of net revenues for the three months ended Sept. 30, 2021, compared to a net loss available to common stockholders of $69.74 million on $1.95 million of net revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss available to common stockholders of $402.63 million on $1.29 million of net revenues compared to a net loss available to common stockholders of $76.56 million on $5.86 million of net revenues for the nine months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $20.50 million in total assets, $58.01 million in total liabilities, and a total stockholders' deficit of $37.51 million. The Company had a working capital deficit of $54.3 million at Sept. 30, 2021. The Company had a loss from continuing operations before other income (expense) and income taxes of approximately $2.4 million and $4.2 million for the three months ended Sept. 30, 2021 and 2020, respectively, and a loss from continuing operations before other income (expense) and income taxes of $10.2 million and $11.3 million, for the nine months ended Sept. 30, 2021 and 2020, respectively. In addition, cash used in operating activities was $5.7 million and $13.5 million for the nine months ended Sept. 30, 2021 and 2020, respectively. As of Nov. 15, 2021, its cash is deficient and payments for its operations in the ordinary course are not being made. The Company said the continued losses and other related factors, including the payment defaults under the terms of outstanding notes payable and debentures raise substantial doubt about the Company's ability to continue as a going concern for 12 months from the filing date of this report. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/931059/000149315221028560/form10-q.htm About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals and a physician's office in Tennessee and a physician's office in Kentucky and provides diagnostics and supportive software solutions to healthcare providers. Rennova Health reported a net loss of $18.34 million for the year ended Dec. 31, 2020, compared to a net loss of $48.03 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $19.63 million in total assets, $60.97 million in total liabilities, and a total stockholders' deficit of $41.34 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has recognized recurring losses and negative cash flows from operations, and currently has minimal revenue producing activities. This raises substantial doubt about the Company's ability to continue as a going concern. ROYALE ENERGY: Incurs $982K Net Loss in Third Quarter ----------------------------------------------------- Royale Energy, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $982,328 on $432,589 of total revenues for the three months ended Sept. 30, 2021, compared to a net loss of $612,229 on $562,155 of total revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $2.58 million on $1.23 million of total revenues compared to a net loss of $540,251 on $1.17 million of total revenue for the same period during the prior year. As of Sept. 30, 2021, the Company had $7.97 million in total assets, $16.52 million in total liabilities, $22.80 million in mezzanine equity, and a total stockholders' deficit of $31.35 million. "The primary sources of liquidity have historically been issuances of common stock, oil and gas sales through ongoing operations and the sale of oil and gas properties. There are factors that give rise to substantial doubt about the Company's ability to meet liquidity demands, and we anticipate that our primary sources of liquidity will be from the issuance of debt and/or equity, the sale of oil and natural gas property participation interests through our normal course of business and the sale of non-strategic assets," Royale said. At September 30, 2021, the Company's consolidated financial statements reflect a working capital deficiency of $6,038,231 and a net loss of $982,328 and $2,577,999 for three months and nine months ended September 30, 2021. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. "Management's plans to alleviate the going concern by cost control measures that include the reduction of overhead costs and the sale of non-strategic assets. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful," the Company further said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1694617/000118518521001671/royaleinc20210930_10q.htm About Royale El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is an independent oil and natural gas producer incorporated under the laws of Delaware. Royale's principal lines of business are the production and sale of oil and natural gas, acquisition of oil and gas lease interests and proved reserves, drilling of both exploratory and development wells, and sales of fractional working interests in wells to be drilled by Royale. Royale was incorporated in Delaware in 2017 and is the successor by merger to Royale Energy Funds, Inc., a California corporation formed in 1983. Royale Energy reported a net loss of $8.15 million for the year ended Dec. 31, 2020, compared to a net loss of $348,383 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $8.02 million in total assets, $15.60 million in total liabilities, $22.60 million in convertible preferred stock, and a total stockholders' deficit of $30.18 million. San Diego, California-based Moss Adams, the Company's auditor since 2019, 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 net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ROYALE ENERGY: Stockholders Elect Five Directors to Board --------------------------------------------------------- Royale Energy, Inc. held its 2021 Annual Meeting of Stockholders during which 89.48% of the holders of shares of the company's common stock outstanding and eligible to vote were present either in person or by proxy. The first proposal involved the election of directors to the company's Board of Directors serving for the ensuing year. All of the nominees, namely Johnny Jordan, Jonathan Gregory, John Sullivan, Jeff Kerns and Chris Parada were elected by an 88.77% vote. The only other proposal was to ratify the selection of Weaver and Tidwell as the company's independent registered public accounting firm for the year ending Dec. 31, 2021. This proposal passed upon an 88.77% vote. About Royale El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is an independent oil and natural gas producer incorporated under the laws of Delaware. Royale's principal lines of business are the production and sale of oil and natural gas, acquisition of oil and gas lease interests and proved reserves, drilling of both exploratory and development wells, and sales of fractional working interests in wells to be drilled by Royale. Royale was incorporated in Delaware in 2017 and is the successor by merger to Royale Energy Funds, Inc., a California corporation formed in 1983. Royale Energy reported a net loss of $8.15 million for the year ended Dec. 31, 2020, compared to a net loss of $348,383 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $8.02 million in total assets, $15.60 million in total liabilities, $22.60 million in convertible preferred stock, and a total stockholders' deficit of $30.18 million. San Diego, California-based Moss Adams, the Company's auditor since 2019, 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 net capital deficiency that raise substantial doubt about its ability to continue as a going concern. RUSSEL METALS: S&P Upgrades ICR to 'BB+', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating (ICR) on Canada-based Russel Metals Inc. and its issue-level rating on the company's unsecured notes to 'BB+' from 'BB'. The '4' recovery rating on the notes is unchanged. The stable outlook primarily reflects S&P's expectation that Russel will maintain low leverage over the next two years, with favorable margins amid what it assumes will be a declining steel price environment from current near-peak levels. The upgrade mainly reflects the significant improvement in Russel's operating results and corresponding cushion to manage future protracted steel price downturns. S&P said, "We believe Russel can maintain credit measures that are strong for the rating over the next couple of years, following 2020 and 2021 operating results that were much stronger than our previous assumptions. We expect the company's adjusted debt-to-EBITDA ratio (leverage) will be below 1x in 2021, mainly due to sharply higher earnings and cash flow linked to an unprecedented increase in steel prices. We expect this ratio will remain below its historical average at less than 2x through 2023, supported by Russel's robust cash position, free cash flow generation, and margin-enhancing initiatives." S&P said, "The emergence of the COVID-19 pandemic in early 2020 did not have a lasting negative effect on Russel's credit measures as we had anticipated. Prices steadily climbed from late 2020 to recent peak levels; benchmark hot-rolled coil prices almost quadrupled over this period, and the trend was similar for plate and structural steel (which accounts for a more meaningful share of Russel's shipments). The company's cash position increased to C$337 million at Sept. 30, 2021, from C$26 million at year-end 2020, well above its previous historical high, and provides increased financial flexibility. "Our estimates incorporate a steady decline in steel prices, which leads to materially lower earnings and cash flow from 2021 levels over the next two years. Russel's operating results are highly sensitive to steel price fluctuations, and a steeper-than-expected decline remains a risk. However, our rating incorporates the potential for future volatility into the company's credit measures. In addition, Russel has a good track record of conservatively managing its balance sheet, with leverage exceeding 3.0x only once in the past five years (3.1x in 2019). Moreover, we exclude cash generated from working capital sources in our estimates (given timing uncertainty). We view this assumption as conservative: Russel's business is counter-cyclical since cash is typically released from working capital in a downside steel price scenario. Therefore, we believe the company can maintain credit measures commensurate with our rating in a more aggressive steel price scenario than what we currently assume, with robust cash even after the pending closing of its US$110 million Boyd Metals acquisition. "The upgrade incorporates our stronger view of Russel's business risk profile following the divestment of the Canadian line pipe/oil country tubular goods business. Russel materially reduced its exposure to the oil and gas industry over the past year, which we believe will enhance its operating efficiency. The company completed a joint venture of its Canadian oil country tubular goods/line pipe operations (newly created TriMark joint venture) and orderly liquidation of inventory in its U.S. business over the past year. We now have greater visibility regarding the prospective mix of its future revenues. The company is less sensitive to historically pronounced fluctuations in oil and gas industry-related demand and prices. "We believe the reduced exposure to these businesses will improve Russel's profitability. The commoditized nature of those sales resulted in margins notably below that of the company's service center segment and field stores business. Russel will retain a 50% stake in TriMark, but with limited earnings and balance-sheet exposure. The corresponding reduction in working capital requirements should also improve asset turnover and the company's capacity to fund growth-related initiatives. We expect an increase in its share of higher-margin value-added services to remain a key strategic objective of the company, and to account for at least 30% of sales in future. "The prospective improvement in Russel's profitability primarily accounts for our stronger view of the company's business risk profile, and more than offsets the loss of energy-related revenue. The company generated average EBITDA margins and return on capital of about 6% and 11%, respectively, from 2015-2020. We estimate it will exceed these measures (on a normalized basis) for at least the next several years. That said, notwithstanding Russel's strong returns on capital, we expect the company's margins will remain below those of certain higher-rated (and larger-scale) peers. "Future acquisitions are likely, but we expect Russel will remain disciplined. We assume the company will remain acquisitive but still focused on maintaining a conservative balance sheet. The Boyd Metals acquisition will be one of Russel's largest but funded with historically strong cash flow generation and should contribute meaningful EBITDA (about C$30 million per year). The service center industry remains fragmented, and we assume Russel will spend about C$100 million in acquisitions annually. This is above its annual average of about C$50 million since 2015 and highly speculative. However, we believe it can fund purchases at this level (all else being equal) with free cash flow generation. In addition, while larger acquisitions and/or increased shareholder distributions are possible, we do not expect the company will incur sustainably higher debt over the next several years. "The stable outlook reflects our expectation that Russel will generate credit measures we view as strong for the rating over the next two years, including adjusted debt to EBITDA (leverage) below 2x. The company's operating results this year exceeded our expectations mainly due to the sharp rebound in steel prices. We expect Russel's profitability will remain above historical average levels over the next two years, and that the company will generate positive free cash flow despite our assumption for declining steel prices. "We could downgrade Russel if, over the next 12 months, we expect the company will generate an adjusted debt-to-EBITDA ratio above 3x, with low prospects of improving this ratio within the corresponding 12 months. In our view, this could result from lower earnings related to a steep and sustained decline in steel prices without a corresponding increase in cash flow from working capital. Cash or debt used to fund material debt-financed acquisitions or higher-than-expected shareholder distributions could also lead to a downgrade. "We view an upgrade as unlikely over the next 12 months. However, we could consider raising the rating on Russel if we believe the company can generate and sustain an adjusted debt-to-debt ratio well below 2x at all points in a steel industry cycle. At the same time, we would expect the company to further enhance its operating breadth, likely from investments that also enhance its profitability but does not lead to higher leverage." RYERSON HOLDING: Fitch Raises IDR to 'BB-', Outlook Stable ---------------------------------------------------------- Fitch has upgraded Ryerson Holding Corporation's and Joseph T. Ryerson & Son, Inc.'s Issuer Default Rating (IDRs) to 'BB-' from 'B+'. The Outlook is Stable. Fitch has also affirmed the 1st lien secured asset-based lending (ABL) credit facility at 'BB+'/'RR1' and upgraded the first lien secured notes to 'BB-'/'RR4' from 'B'/'RR5'. The RR4 on the notes reflect the second lien on ABL collateral given the majority of the value would be in the ABL collateral. The upgrade reflects Ryerson's repayment of roughly $366 million of debt over the past two years in addition to the improved price and demand environment resulting in significant EBITDA growth and total debt/EBITDA expected to remain below 4.0x. The rating also reflects Fitch's expectation that FCF generation will provide capacity for further debt reduction. KEY RATING DRIVERS Improved Leverage Profile: Fitch expects Ryerson's 2021 EBITDA to be more than triple 2020 EBITDA driven by improved shipments and the significantly higher price environment in 2021. Additionally, Ryerson has reduced debt in 2021 by approximately $80 million as of Sept. 30, 2021, following debt reduction of roughly $240 million in 2020. The combination of higher EBITDA generation and significant debt repayment lead to improved leverage metrics, which Fitch expects to remain below 4.0x, on a total debt/EBITDA basis, over the rating horizon. Fitch believes total debt/EBITDA could be sustained below 3.5x if FCF if utilized to further reduce debt. Fitch forecasts Ryerson will generate positive FCF, averaging around $90 million through the rating horizon, which provides further deleveraging capacity. Fitch expects Ryerson to allocate FCF to a combination of debt reduction and bolt-on acquisitions. Ryerson targets 1.0x-2.0x net leverage through the cycle, supporting Fitch's expectation of a near-term focus on debt reduction. Countercyclical Cash Generation: The company's product, customer and end-market diversification reduce cash flow volatility through the cycle. Ryerson is able to generate cash in periods of weakening demand or lower prices by managing working capital and liquidating inventory, evidenced by $245 million of Fitch-calculated FCF generation in 2020. The company focuses on strong inventory management and targets 70-75 days of supply. Fitch expects days of supply to generally remain within the target 70-75 days range through the rating horizon. Significant Size and Scale: Ryerson is one of the largest metals service center companies in the U.S., in a highly fragmented market. The company's size and scale provide purchasing power and operating leverage, which drives a competitive advantage compared with its peers. The highly fragmented nature of the industry also provides significant acquisition growth opportunities. Central Steel and Wire Company in 2018 was Ryerson's largest acquisition since 2005, supporting Fitch's view that a near-term sizable transaction is unlikely. Fitch believes Ryerson will continue to be an industry consolidator, but it will be selective in its approach, focusing on companies that provide further product diversification or increase its value-added service capabilities. Stable Margins: Gross margins are relatively stable, fluctuating between 17% and 20% over the last four years, through a period of significant steel and aluminum price volatility. Gross margins have been higher than the historical range in 2021, however Fitch expects margins and prices to moderate over the rating horizon. Minimal Capex Requirement: Capital intensity has typically been less than 1% of sales with 2021 capex expected to be $40-$45 million. Fitch expects capex to trend slightly higher but to remain below 2% of sales on average. Fitch believes growth capex will be focused on adding value-added processing equipment, which Fitch anticipates will help sustainably expand gross profit margins. Minimal capex requirements free up capital for debt reduction and acquisitive growth. DERIVATION SUMMARY Ryerson's operational profile is similar to metals service center company Reliance Steel & Aluminum Co. (BBB+/Stable) and chemical distributor Univar Solutions Inc. (BB+/Stable). Ryerson, Reliance and Univar are similar in that they have leading market shares within their respective highly fragmented industries, similar underlying volumetric risk given their exposure to cyclical end markets and low annual capex requirements. Ryerson is considerably smaller than Reliance and Univar, but all three companies benefit from significant size, scale and diversification compared with their respective peers. Reliance and Univar have stronger leverage and coverage metrics and higher EBITDA margins compared with Ryerson, but Fitch expects Ryerson's strategy of increasing its value-added product mix to benefit margins. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Organic volumes grow approximately 1% annually; -- Average selling prices decline significantly over the rating horizon; -- EBITDA margins decline to around 4.0%-5.0% in 2022 and remain in that range thereafter; -- Average annual capex of roughly $75 million after 2021; -- No acquisitions through the forecast period; -- No share repurchases. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Increase in size and scale; -- Total debt/EBITDA sustained below 3.5x; -- EBITDA margins sustained at or above 6%, driven by increasing levels of value-added processing. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt/EBITDA sustained above 4.5x; -- Sustained negative FCF; -- A debt-funded material acquisition, introduction of a dividend, and/or share repurchases that result in expectations for sustained higher leverage. 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 Solid Liquidity: As of Sept. 30, 2021, Ryerson had cash and cash equivalents of approximately $40 million and $638 million available under its $1 billion ABL credit facility due 2025. The company also had $20 million available under foreign credit lines at Sept. 30, 2020. Ryerson generated FCF of roughly $245 million in 2020 and Fitch expects Ryerson to generate positive FCF on average over the rating horizon supporting liquidity and providing the capacity for further debt repayment. ISSUER PROFILE Ryerson Holdings Corporation is a leading metals service center with operations in the U.S, Canada, Mexico and China with 93 facilities across North America and four facilities in China. The company carries a full line of over 75,000 products including stainless steel, aluminum, carbon steel and alloy steels in various shapes and forms. Ryerson serves approximately 40,000 customers and more than 75% of products sold are processed to meet customer requirements. 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. SID BOYS: Seeks to Hire Rachel L. Kaylie, PC as Bankruptcy Counsel ------------------------------------------------------------------ Sid Boys Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Rachel L. Kaylie, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management of its business; b. attending meetings and negotiating with representatives of creditors and other parties in interest and consulting with the Debtor on the conduct of its case; c. taking all necessary action to protect and preserve the Debtor's estate; d. preparing legal papers and appearing before the courts; e. preparing and negotiating a Chapter 11 plan, disclosure statement and related documents; f. advising in connection with any sales of assets, auctions and other transactions; and g. performing other legal services for the Debtor. The firm's hourly rates are as follows: Attorneys $375 per hour Paraprofessionals/Specialists $100 per hour The Debtor paid the firm the sum of $28,000 as a retainer. As disclosed in court filings, the Law Offices of Rachel L. Kaylie is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rachel L. Kaylie, Esq. Law Offices of Rachel L. Kaylie, P.C. 1702 Avenue Z, Suite 205 Brooklyn, NY 11235 Tel: 718-615-9000 Fax: 718-228-5988 Email: rachel@kaylielaw.com About Sid Boys Corp. Brooklyn, N.Y.-based Sid Boys Corp. is a privately held company that operates in the restaurant industry specializing in American and Greek cuisine. Sid Boys filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-42207) on Aug. 28, 2021, listing $548,852 in assets and $2,130,284 in liabilities. Irene Siderakis, owner and president of Sid Boys, signed the petition. Judge Elizabeth S. Stong presides over the case. Rachel L. Kaylie, Esq., at the Law Offices of Rachel L. Kaylie, P.C. represents the Debtor as legal counsel. SONOMA PHARMACEUTICALS: Incurs $100K Net Loss in Second Quarter --------------------------------------------------------------- Sonoma Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $100,000 on $3.74 million of revenues for the three months ended Sept. 30, 2021, compared to net income of $120,000 on $5.77 million of revenues for the three months ended Sept. 30, 2020. For the six months ended Sept. 30, 2021, the Company reported a net loss of $1.20 million on $7.43 million of revenues compared to net income of $360,000 on $11.54 million of revenues for the same period a year ago. As of Sept. 30, 2021, the Company had $19.83 million in total assets, $8.37 million in total liabilities, and $11.46 million in total stockholders' equity. Sonoma said, "Management believes that the Company has access to additional capital resources through possible public or private equity offerings, debt financings, corporate collaborations, or other means; however, the Company cannot provide any assurance that other new financings will be available on commercially acceptable terms, if needed. If the economic climate in the U.S. deteriorates, the Company's ability to raise additional capital could be negatively impacted. If the Company is unable to secure additional capital, it may be required to take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company's continued efforts to commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1367083/000168316821005562/sonoma_i10q-093021.htm About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a global healthcare company that develops and produces stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, animal health care, eye care, oral care and dermatological conditions. The Company's products reduce infections, itch, pain, scarring and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral and anti-inflammatory properties. Its stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate skin and oxygenates the cells in the area treated assisting the body in its natural healing process. The Company sells its products either directly or via partners in 54 countries worldwide. Sonoma Pharmaceuticals reported a net loss of $3.95 million for the year ended March 31, 2021, compared to a net loss of $3.31 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $14.12 million in total assets, $9.50 million in total liabilities, and $4.62 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since at least 2006, issued a "going concern" qualification in its report dated July 14, 2021, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SPECTRUM LINK: Trustee Taps SulmeyerKupetz as Bankruptcy Counsel ---------------------------------------------------------------- Howard Ehrenberg, the Chapter 11 trustee appointed in Spectrum Link, Inc.'s Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the Central District of California to retain SulmeyerKupetz, A Professional Corporation, as his legal counsel. The firm's services include: (a) investigating the Debtor's financial affairs, including an analysis of the Debtor's assets and liabilities; (b) assisting the trustee in reviewing and, if necessary, amending the requisite bankruptcy schedules and statement of financial affairs for the Debtor's estate; (c) performing general legal services for the trustee to accelerate the administration of the estate including, if warranted, the filing of motions authorizing the sale or lease of certain properties; (d) examining the claims of secured, administrative, priority and unsecured creditors in order to determine their respective validity; (e) advising the trustee regarding (i) the proposed use, sale or lease of property of the estate; (ii) the obtaining of credit, if warranted and necessary; (iii) the assumption and rejection of unexpired leases and executory contracts; (iv) any requests for relief from the automatic stay; (v) the negotiation with creditors holding secured claims; (vi) the analysis of potential claims against third parties; (vii) the analysis of potential claims arising under the trustee's avoidance powers; (viii) the analysis of secured claims against the Debtor's estate and the pre-bankruptcy actions of such secured creditors against property of the estate; (f) assisting with the objection to claims; (g) preparing a disclosure statement and plan of reorganization; and (h) assisting with the prosecution or defense of pending or contemplated litigation and appellate proceedings where the Debtor is a party. Mark Horoupian, Esq., and Steve Burnell, Esq., the attorneys responsible for the case, will be paid $650 per hour and $475 per hour, respectively. Mr. Horoupian disclosed in a court filing that his firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark S. Horoupian, Esq. SulmeyerKupetz, A Professional Corporation 333 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 Tel: (213) 626-2311 Fax: (213) 629-4520 Email: mhoroupian@sulmeyerlaw.com About Spectrum Link Spectrum Link, Inc., an internet service provider in Downey, Calif., filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-16403) on Aug. 11, 2021, disclosing up to $500,000 in assets and up to $50 million in liabilities. Marilyn M. Adjangba, chief executive officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. Howard M. Ehrenberg is the Chapter 11 trustee appointed in the Debtor's case. The trustee is represented by Mark Horoupian, Esq., at SulmeyerKupetz, A Professional Corporation. TEN OAKS FITNESS: Seeks to Hire Deborah Parlett Brown as Accountant ------------------------------------------------------------------- Ten Oaks Fitness, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Deborah Parlett Brown, an accountant practicing in West Friendship, Md. The Debtor requires an accountant to provide tax services, prepare a performance analysis, assist with reporting requirements, and provide other accounting and consulting services. Ms. Brown will be paid at the rate of $125 per hour. As disclosed in court filings, Ms. Brown is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Deborah Parlett Brown, CPA P.O. Box 44 West Friendship, MD 21794 Phone: (410) 782-0780 About Ten Oaks Fitness Ten Oaks Fitness, Inc. filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-10313) on Jan. 18, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge David E. Rice oversees the case. The Debtor tapped the Law Offices of Marc A. Ominsky, LLC and Deborah Parlett Brown, CPA as its legal counsel and accountant, respectively. TIMBER PHARMACEUTICALS: Incurs $3 Million Net Loss in 3rd Quarter ----------------------------------------------------------------- Timber Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3 million on $266,974 of total revenue for the three months ended Sept. 30, 2021, compared to net income of $2.84 million on $324,521 of total revenue for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $7.85 million on $696,527 of total revenue compared to a net loss of $15.93 million on $351,428 of total revenue for the same period a year ago. As of Sept. 30, 2021, the Company had $4.55 million in total assets, $2.59 million in total liabilities, $2.02 million in redeemable series A convertible preferred stock, and a total stockholders' deficit of $51,010. John Koconis, chairman and chief executive officer of Timber, commented, "In the third quarter Timber was excited to complete the Phase 2b CONTROL Study of congenital ichthyosis for its lead asset, TMB-001. The positive topline data was released in early October and demonstrated clinically meaningful efficacy with a favorable safety profile that supports continued development. We believe this data readout helped us to raise gross proceeds of $17.25 million of new capital, positioning Timber to proceed on its path toward a Phase 3 study. The new capital will also be used to complete the Phase 2b clinical trial evaluating TMB-002 (topical rapamycin) which recently completed enrolment, of which the top line data readout is expected in the third quarter of 2022. With new capital in place, we look forward to continuing to advance toward meeting the needs of patients with rare and orphan dermatologic diseases." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1504167/000155837021015961/tmbr-20210930x10q.htm About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber reported a net loss of $15.12 million for the year ended Dec. 31, 2020. For the period from Feb. 26, 2019, through Dec. 31, 2019, the Company reported a net loss of $3.04 million. As of June 30, 2021, the Company had $7.69 million in total assets, $2.90 million in total liabilities, $1.98 million in redeemable series A convertible preferred stock, and $2.80 million in total stockholders' equity. Short Hills, New Jersey-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 23, 2021, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. TOUCHPOINT GROUP: Posts $691K Net Loss in Third Quarter ------------------------------------------------------- Touchpoint Group Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common shareholders of $691,000 on $24,000 of revenue for the three months ended Sept. 30, 2021, compared to a net loss attributable to common stockholders of $775,000 on $100,000 of revenue for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss attributable to common stockholders of $3.16 million on $90,000 of revenue compared to a net loss attributable to common stockholders of $1.62 million on $290,000 of revenue for the same period during the prior year. As of Sept. 30, 2021, the Company had $1.77 million in total assets, $3.52 million in total liabilities, $605,000 in temporary equity, and a total stockholders' deficit of $2.36 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/225211/000175392621000720/g082465_10q.htm About Touchpoint Group Headquartered in Miami, Florida, Touchpoint Group Holdings Inc. -- http://touchpointgh.com-- is engaged in media and digital technology, primarily in sports entertainment and related technologies that bring fans closer to athletes and celebrities. Touchpoint Group reported a net loss of $3.54 million for the year ended Dec. 31, 2020, compared to a net loss of $6.63 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $2.18 million in total assets, $3.39 million in total liabilities, $605,000 in temporary equity, and a total stockholders' deficit of $1.82 million. Tampa, Florida-based Cherry Bekaert, LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 9, 2021, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. UGI INT'L: Fitch Gives 'BB+(EXP)' on Upcoming EUR400MM Notes ------------------------------------------------------------- Fitch Ratings has assigned UGI International, LLC's (UGII, BB+/Stable) upcoming EUR400 million senior unsecured notes due in 2029 an expected rating of 'BB+(EXP)'. UGII plans to use the proceeds to fully redeem its existing EUR350 million notes and use the remaining EUR50 million for general corporate purposes. The assignment of a final rating is contingent upon the receipt of final documents conforming to information already received. KEY RATING DRIVERS Expected Bond Placement: The expected bond will have same guarantees by UGII's subsidiaries (accounting for 85% of group EBITDA as of fiscal year ended September 2021) and will rank pari passu with the company's unsecured EUR300 million loan and EUR300 million revolving credit facility (RCF), which share the same guarantors. There will be no significant prior-ranking debt at operating companies or UGII. Solid FY21 Results: UGII posted solid FY21 results, with a 25% yoy increase in revenues, mostly due to colder weather leading to higher liquefied petroleum gas (LPG) consumption and higher average LPG unit prices versus last year. However, it was also reflected in an increase in cost of sales, which led to Fitch-estimated EBITDA growth of 6% yoy, still fully in line with Fitch estimates. Flexible Dividends: UGII does not have a minimum dividend policy, which adds to its financial flexibility. Dividend payments depend on its deleveraging ability and market conditions. All this should result in a healthy liquidity position to allow UGII to navigate further potential market downturns. Fitch expects UGII to pay around USD200 million of dividends annually. Credit Metrics Consistent with Rating: Fitch expects UGII's average funds from operations (FFO) adjusted net leverage to remain below 3.0x over 2022-2026. Its financial profile is underpinned by a conservative capital structure and low target leverage of 2.0x-2.5x debt/EBITDA. Any significant debt-financed M&A, without sufficient EBITDA accretion or tangible support from parent UGI Corp leading to FFO adjusted net leverage sustainably above 3.0x, would adversely affect UGII's credit profile and ratings. Rating on a Standalone Basis: The IDR reflects UGII's Standalone Credit Profile (SCP), due to moderate legal, operational and strategic ties with UGI Corp under Fitch's Parent and Subsidiary Rating Linkage (PSL) methodology. UGI Corp. is a holding company with a diversified portfolio of energy, power and utility assets, including AmeriGas Partners, L.P. (BB/Stable), UGI Energy Services, LLC (BB/Stable) and UGI Utilities (A-/Stable). While UGI Corp has strong operational control over UGII, legal ties are limited, as UGII's notes and term loan are non-recourse to the parent, with no guarantees or cross-default provisions. Although UGII raises debt independently, the parent has supported its growth funding. DERIVATION SUMMARY UGII is firmly positioned relative to its Fitch-rated peers, Vivo Energy plc (BB+/Stable), Puma Energy Holdings Pte. Ltd (BB-/Stable) and EG Group Limited (B-/Stable). Fitch views the less volatile operating environment and stronger governance environment in Europe (compared with emerging markets) for UGII as a mitigating factor for Europe's weak demand. UGII has a strong cash-generative profile, with higher average EBITDA margin than its peers. This is due to higher margins on retail propane and LPG sales (for home heating and cooking as well as industrial use) than Puma and Vivo, which are focused on highly competitive and low-margin retail motor-fuel sales. UGII is also better-positioned than its sister company, AmeriGas Partners, L.P. (APU, BB/Stable), which is also a large propane retailer. APU operates, however, in a highly fragmented US market with about a 15% market share. APU has much higher Fitch-estimated leverage, but stronger EBITDA margins. KEY ASSUMPTIONS -- Eurozone GDP growing on average 3% and inflation of 1.6% in 2022-2023; -- LPG volumes to remain flat in 2022-2025; -- Flat net sales by unit in 2022-2025; -- EBITDA on average at USD370 million in 2022-2025; -- Average USD200million dividends annually; -- Annual average capex of around USD220 million in 2022-2025. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Increased scale of business while maintaining solid market shares within the countries it operates in, and without impairing profitability; -- FFO adjusted net leverage sustainably below 2.0x, with FFO fixed-charge cover above 6x for the next four years; -- Positive FCF generation with FCF margin of more than 5% up to 2024. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- Weaker-than-Fitch-expected financial performance, due to aggressive upstream dividend policy or mostly debt-funded M&A, resulting in FFO adjusted net leverage persistently higher than 3.0x and FFO fixed-charge coverage of less than 4.0x. 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 Comfortable Liquidity: UGII's liquidity is supported by internally generated cash flow and a senior unsecured EUR300 million RCF expiring in 2023. As of end-September 2021, UGII held cash and cash equivalent balances of USD606 million. This compares with only USD21 million of short-term maturities in 2022 and USD340million in 2023. UGII's EUR400 million expected senior unsecured notes will rank pari passu with an unsecured EUR300 million loan with bullet repayment in 2023, and the EUR300 million RCF available until 2023. ISSUER PROFILE UGII is a leading distributor of LPG in in 17 countries throughout Europe. France represents approximately 50% of its revenue. It also has an energy marketing business in France, Belgium, the Netherlands and the UK. 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. UNITED DISPENSER: Gets Interim OK to Hire Van Horn Law Group ------------------------------------------------------------ United Dispenser Services, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its powers and duties and the continued management of its business operations; (b) advising the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) preparing legal papers; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm's hourly rates are as follows: Attorneys $300 to $400 per hour Paralegals $175 per hour Van Horn Law Group will be paid a retainer in the amount of $5,000, and $1,738 filing fee. The firm will also receive reimbursement for out-of-pocket expenses incurred. Chad Van Horn, Esq., a partner at Van Horn Law Group, 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. Chad Van Horn can be reached at: Chad T. Van Horn, Esq. Van Horn Law Group, P.A. 330 N. Andrews Avenue, Suite 450 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 Email: chad@cvhlawgroup.com About United Dispenser Services Inc. United Dispenser Services, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-20340) on Oct. 28, 2021, listing under $1 million in both assets and liabilities. Judge Peter D. Russin oversees the case. Chad Van Horn, Esq., at Van Horn Law Group, P.A. represents the Debtor as legal counsel. VERITAS FARMS: Incurs $1.4 Million Net Loss in Third Quarter ------------------------------------------------------------ Veritas Farms, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.44 million on $555,870 of revenues for the three months ended Sept. 30, 2021, compared to a net loss of $1.58 million on $1.47 million of revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $3.29 million on $2 million of revenues compared to a net loss of $5.13 million on $4.83 million of revenues for the nine months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $11.61 million in total assets, $3.44 million in total liabilities, and $8.17 million in total shareholders' equity. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1669400/000121390021058837/f10q0921_veritasfarms.htm About Veritas Fort Lauderdale, Florida-based Veritas Farms, Inc. -- www.TheVeritasFarms.com -- is a vertically-integrated agribusiness focused on producing, marketing, and distributing superior quality, whole plant, full spectrum hemp oils and extracts containing naturally occurring hytocannabinoids. Veritas Farms owns and operates a 140 acre farm in Pueblo, Colorado, capable of producing over 200,000 proprietary full spectrum hemp plants containing naturally occurring phytocannabinoids which can potentially yield a minimum annual harvest of 250,000 to 300,000 pounds of outdoor-grown industrial hemp. Veritas Farms reported a net loss of $7.59 million for the year ended Dec. 31, 2020, compared to a net loss of $11.15 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $11.67 million in total assets, $3.96 million in total liabilities, and $7.71 million in total shareholders' equity. 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 the Company has sustained substantial losses from operations since its inception. As of and for the year ended Dec. 31, 2020, the Company had an accumulated deficit of $26,667,147, and a net loss of $7,592,539. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. YUNHONG CTI: Incurs $638K Net Loss in Third Quarter --------------------------------------------------- Yunhong CTI Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $638,138 on $6.23 million of net sales for the three months ended Sept. 30, 2021, compared to a net loss of $1.03 million on $5.98 million of net sales for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported net income of $1.47 million on $19.98 million of net sales compared to a net loss of $2.98 million on $18.79 million of net sales for the nine months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $24.88 million in total assets, $19.59 million in total liabilities, and $5.30 million in total shareholders' equity. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1042187/000143774921027142/ctib20210930_10q.htm About Yunhong CTI Lake Barrington, Illinois-based Yunhong CTI Ltd. -- www.ctiindustries.com -- develops, produces, distributes and sells a number of consumer products throughout the United States and in over 30 other countries, and it produces film products for commercial and industrial uses in the United States. Many of the Company's products utilize flexible films and, for a number of years, it has been a leading developer of innovative products which employ flexible films including novelty balloons, pouches and films for commercial packaging applications. Yunhong CTI reported a net loss of $4.25 million for the 12 months ended Dec. 31, 2020, compared to a net loss of $8.07 million for the 12 months ended Dec. 31, 2019. As of June 30, 2021, the Company had $24.48 million in total assets, $18.22 million in total liabilities, and $6.26 million in total shareholders' equity. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. In addition, the Company is in violation of certain covenants agreed to with PNC Bank which if not resolved could result in PNC Bank initiating liquidation proceedings. This raises substantial doubt about the Company's ability to continue as a going concern. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Kristen Adams Bankr. M.D. Fla. Case No. 21-02712 Chapter 11 Petition filed November 17, 2021 In re Jean Y. Duplessis Bankr. D. Mass. Case No. 21-11678 Chapter 11 Petition filed November 17, 2021 represented by: David Baker, Esq. In re Frank Paul D'Alonzo, Jr. Bankr. S.D. Ala. Case No. 21-12112 Chapter 11 Petition filed November 18, 2021 represented by: Garrett, J. In re Culinary Classics, LLC Bankr. D.N.J. Case No. 21-18926 Chapter 11 Petition filed November 18, 2021 See https://www.pacermonitor.com/view/R6JBMSI/Culinary_Classics_LLC__njbke-21-18926__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C. Nisenson, Esq. ROBERT C. NISENSON, L.L.C. E-mail: rnisenson@aol.com In re Contrel M. Brown, Sr. Bankr. E.D. Va. Case No. 21-72192 Chapter 11 Petition filed November 18, 2021 represented by: Kelly Barnhart, Esq. ROUSSOS & BARNHART PLC Email: barnhart@rgblawfirm.com In re Lynnette R. Young Bankr. E.D. Va. Case No. 21-72190 Chapter 11 Petition filed November 18, 2021 represented by: Kelly Barnhart, Esq. In re Eades Plastic Surgery, PLLC Bankr. D. Ariz. Case No. 21-08574 Chapter 11 Petition filed November 19, 2021 See https://www.pacermonitor.com/view/2AWNU3A/EADES_PLASTIC_SURGERY_PLLC__azbke-21-08574__0001.0.pdf?mcid=tGE4TAMA represented by: D. Alexander Winkelman, Esq. MESCH CLARK ROTHSCHILD E-mail: ecfbk@mcrazlaw.com awinkelman@mcrazlaw.com In re Edward Eades, M.D., P.C. Bankr. D. Ariz Case No. 21-08572 Chapter 11 Petition filed November 19, 2021 See https://www.pacermonitor.com/view/BNGH2XA/EDWARD_EADES_MD_PC__azbke-21-08572__0001.0.pdf?mcid=tGE4TAMA represented by: D. Alexander Winkelman, Esq. MESCH CLARK ROTHSCHILD E-mail: ecfbk@mcrazlaw.com In re National Cargo Inc. Bankr. S.D. Ind. Case No. 21-05256 Chapter 11 Petition filed November 19, 2021 See https://www.pacermonitor.com/view/IXJQIFA/National_Cargo_Inc__insbke-21-05256__0001.0.pdf?mcid=tGE4TAMA represented by: Preeti Gupta, Esq. PREETI (NITA) GUPTA, ATTORNEY E-mail: nita07@att.net In re Furate N. Dalal Bankr. E.D. Mich. Case No. 21-49077 Chapter 11 Petition filed November 19, 2021 represented by: John Lange, Esq. GOLD, LANGE, MAJOROS & SMALARZ, P.C. In re Juventino Moreno Vazquez Bankr. C.D. Cal. Case No. 21-18818 Chapter 11 Petition filed November 20, 2021 represented by: Onyinye Anyama, Esq. In re American Way Enterprises, LLC Bankr. S.D. Miss. Case No. 21-01958 Chapter 11 Petition filed November 20, 2021 See https://www.pacermonitor.com/view/FX5FITA/American_Way_Enterprises_LLC__mssbke-21-01958__0001.0.pdf?mcid=tGE4TAMA represented by: Douglas M. Engell, Esq. DOUG ENGELL E-mail: dengell@dougengell.com In re Kitchens & Spaces Cabinets Inc. Bankr. N.D. Ill. Case No. 21-13289 Chapter 11 Petition filed November 21, 2021 See https://www.pacermonitor.com/view/WDVNAYY/Kitchens__Spaces_Cabinets_Inc__ilnbke-21-13289__0001.0.pdf?mcid=tGE4TAMA represented by: Joel A. Schechter, Esq. LAW OFFICES OF JOEL A. SCHECHTER E-mail: joel@jasbklaw.com In re Blue River Homes LLC Bankr. D. Md. Case No. 21-17348 Chapter 11 Petition filed November 21, 2021 See https://www.pacermonitor.com/view/76QCK6I/Blue_River_Homes_LLC__mdbke-21-17348__0001.0.pdf?mcid=tGE4TAMA represented by: Michael Coyle, Esq. THE COYLE LAW GROUP LLC E-mail: mcoyle@thecoylelawgroup.com In re Good Time Homes LLC Bankr. D. Md. Case No. 21-17349 Chapter 11 Petition filed November 21, 2021 See https://www.pacermonitor.com/view/4KALYWQ/Good_Time_Homes_LLC__mdbke-21-17349__0001.0.pdf?mcid=tGE4TAMA represented by: Michael Coyle, Esq. THE COYLE LAW GROUP LLC E-mail: mcoyle@thecoylelawgroup.com In re True Holiness Church of God in Christ Bankr. N.D. Ill. Case No. 21-13335 Chapter 11 Petition filed November 22, 2021 See https://www.pacermonitor.com/view/4Y6GUSQ/True_Holiness_Church_of_God_in__ilnbke-21-13335__0001.0.pdf?mcid=tGE4TAMA represented by: Karen Porter, Esq. PORTER LAW NETWORK E-mail: porterlawnetwork@gmail.com In re Ernie's Auto Detailing, Inc. Bankr. D.N.J. Case No. 21-19015 Chapter 11 Petition filed November 22, 2021 See https://www.pacermonitor.com/view/ENTLOJY/Ernies_Auto_Detailing_Inc__njbke-21-19015__0001.0.pdf?mcid=tGE4TAMA represented by: Donald F. Campbell, Jr., Esq. GIORDANO, HALLERAN & CIESLA, P.C. E-mail: dcampbell@ghclaw.com In re Met Water Vista Ridge, L.P. Bankr. W.D. Tex. Case No. 21-10904 Chapter 11 Petition filed November 22, 2021 See https://www.pacermonitor.com/view/KIPKCXA/Met_Water_Vista_Ridge_LP__txwbke-21-10904__0001.0.pdf?mcid=tGE4TAMA represented by: B. Weldon Ponder, Jr., Esq. B. WELDON PONDER, JR., ATTORNEY AT LAW E-mail: welpon@austin.rr.com In re The Lakeside Trust Bankr. C.D. Cal. Case No. 21-18863 Chapter 11 Petition filed November 23, 2021 See https://www.pacermonitor.com/view/RCZ2MIY/The_Lakeside_Trust__cacbke-21-18863__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Rebecca F Audiss Bankr. D. Colo. Case No. 21-15815 Chapter 11 Petition filed November 23, 2021 represented by: Kelsey Buechler, Esq. BUECHLER LAW OFFICE, LLC In re Brian Mathew Dempsey and Lisa Erin Dempsey Bankr. N.D.N.Y. Case No. 21-30868 Chapter 11 Petition filed November 23, 2021 represented by: Russell S. Simonetta, Esq. SIMONETTA & ASSOCIATES, P.C. E-mail: simonettalaw@aol.com In re The Midwest Data Company LLC Bankr. N.D. Ohio Case No. 21-61492 Chapter 11 Petition filed November 23, 2021 See https://www.pacermonitor.com/view/U5OSTGY/The_Midwest_Data_Company_LLC__ohnbke-21-61492__0001.0.pdf?mcid=tGE4TAMA represented by: Marc B. Merklin, Esq. BROUSE MCDOWELL, LPA E-mail: mmerklin@brouse.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. 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