/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220106.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, January 6, 2022, Vol. 26, No. 5 Headlines ABRAHAM LINCOLN CHRISTIAN: Seeks to Hire Ivester Jackson as Broker BANROC CORP: Taps Christina Evans of John R. Wood as Broker BOY SCOUTS: Chhabra Gibbs Represents Direct Abuse Victims BOY SCOUTS: Conaway-Legal, Parker Represent Unsecured Claimants BOY SCOUTS: Donald Norris Represents Crowder Claimants BOY SCOUTS: Stobierski & Connor Represents Unsecured Claimants BOY SCOUTS: William Mulroney Represents Unsecured Claimant CAMBER ENERGY: NYSE Grants Extension to File Delayed Reports CARVER BANCORP: Janet Rolle Quits as Director CEL-SCI CORP: Incurs $36.4 Million Net Loss in FY Ended Sept. 30 CENTRAL JERSEY: Unsecureds to Recover 6.26% in Liquidating Plan COEPTIS EQUITY: Taps Mike Hyles of of Re/MAX as Real Estate Broker CORP GROUP: Saga Unsecureds to Recover 44.8% in Liquidating Plan CORPORATE COLOCATION: Seeks to Hire Goodkin Law as Special Counsel CUENTAS INC: All Five Proposals Approved at Annual Meeting CUENTAS INC: Two Directors Resign From Board CYTODYN INC: Dr. Harish Seethamraju Quits as Director CYTOSORBENTS CORP: Appoints Daniel Wendt as VP for Medical Affairs DC TELECOMM: Unsecureds to Get Share of Income for 60 Months DUN & BRADSTREET: Fitch Rates New Incremental Term Loan B 'BB+' DUN & BRADSTREET: S&P Rates $460MM Incremental Sec. Term Loan 'B+' FIVETOWER LLC: Unsecureds to Receive At Least 12% Under Plan HEALTHIER CHOICES: CEO Issues Year-End Letter to Shareholders HUACHEN ENERGY: Chapter 15 Case Summary HYDROCARBON FLOW: Taps Keller Williams as Real Estate Broker ION GEOPHYSICAL: S&P Downgrades ICR to 'D' on Missed Payments JUST RELAX MASSAGE: Continued Operations to Fund Plan K&L AG GROUP: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel KING STREET: Obtains Court's CCAA Initial Stay Order KNOW LABS: Incurs $25.4 Million Net Loss in FY Ended Sept. 30 KOSMOS ENERGY: Lisa Davis Won't Stand for Re-Election as Director LA OAXAQUENA: Case Summary & Three Unsecured Creditors LINCOLN AVENUE: Voluntary Chapter 11 Case Summary LIQUIDMETAL TECHNOLOGIES: Hires BF Borgers CPA as New Auditor LTL MANAGEMENT: Asks Court to Reinstate Talc Claimants' Committee MONTY TWO EAST: The Hayworth Set for Auction on Jan. 18 MOUNTAIN PROVINCE: Provides More Detail on Proposed New Financing MOUTHPEACE DENTAL: Unsecureds to Get Full Payment Under Plan MY SIZE: Five Proposals Approved at Annual Meeting NOVABAY PHARMACEUTICALS: Three Proposals Passed at Annual Meeting OBLONG INC: Extends Warrants Termination Date to Jan. 2023 OMNIQ CORP: All Three Proposals Approved at Annual Meeting PLAYA HOTELS: Signs New Employment Agreements With 3 Executives POLAR POWER: Stockholders Elect Four Directors PPI LLC: Gets Approval to Hire Butzel Long as Legal Counsel QHC FACILITIES: Affiliates Seek to Hire Bradshaw as Legal Counsel REPLICEL LIFE: Closes Final Tranche of Investment Commitment ROYAL CARIBBEAN: S&P Rates New $700MM Senior Unsecured Notes 'B' SAFE SITE: Seeks to Hire New Mexico Financial as Bankruptcy Counsel SALEM MEDIA: Three Execs to Assume New Roles SHORE IMAGING: Claims to Be Paid From Sale of Debtor's Stock ST. JOHN PENTECOSTAL: Taps TAX DRx as Substitute Accountant SUDBURY PROPERTY: Taps Morrissey as Bankruptcy Counsel TELINTEL LTD: Seeks to Hire Gamberg & Abrams as Bankruptcy Counsel TITAN INTERNATIONAL: Issues 4M Restricted Shares to RDIF Holders TOUCHPOINT GROUP: Issues 10K Convertible Pref. Shares to Rick Uhler VANTAGE DRILLING: Unit to Sell Emerald Driller to ADES for US$170M VFH PARENT: Fitch Gives BB-(EXP) Rating to New 2BB Secured Loans VFH PARENT: S&P Rates Senior Secured Term Loan and Revolver 'B+' WISHING WELL: Case Summary & Four Unsecured Creditors YOGI JAY: Future Cash Flow to Fund Plan Payments [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* ABRAHAM LINCOLN CHRISTIAN: Seeks to Hire Ivester Jackson as Broker ------------------------------------------------------------------ Abraham Lincoln Christian Spiritist seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Ivester Jackson Properties to sell its property located at 200 Oakland St., Lowell, N.C. The firm will be paid a commission of 5.5 percent of the gross sales proceeds of the property. As disclosed in court filings, Ivester Jackson Properties is disinterested within the meaning of Section 327 (a) of the Bankruptcy Code. The firm can be reached through: Jordan Jackson Ivester Jackson Properties 21025 Catawba Ave Ste 101 Cornelius, NC, US 28031 Phone: +1 704-655-0586 Email: info@ivesterjackson.com About Abraham Lincoln Christian Spiritist Abraham Lincoln Christian Spiritist sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 21-30232) on April 22, 2021, listing as much as $1 million in both assets and liabilities. Judge Laura T. Beyer oversees the case. Robert Lewis, Jr., Esq., at The Lewis Law Firm, P.A. serves as the Debtor's legal counsel. BANROC CORP: Taps Christina Evans of John R. Wood as Broker ----------------------------------------------------------- Banroc Corp. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Christina Evans, a real estate broker at John R. Wood Properties, to market and sell its properties. The Debtor's real properties are all located in Florida and consist of five residential building lots, two of which are partially built, three to be built, and a four-acre tract platted for 25 townhomes to be built. The broker will receive a 6 percent commission on the sale price of each of the properties. Ms. Evans disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christina Evans John R. Wood Properties 9130 Corsea Del Fontana Way Naples, FL 34109 Tel: (239) 289-1839 Email: cevans@johnrwood.com About Banroc Corp. Banroc Corp. is a Naples, Fla.-based company engaged in real estate business. Banroc Corp. filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-01258) on Sept. 22, 2021, listing $2,925,000 in assets and $4,261,913 in liabilities. Roland H. Bandinel, president of Banroc Corp., signed the petition. Judge Caryl E. Delano oversees the case. Mike Dal Lago, Esq., at Dal Lago Law represents the Debtor as legal counsel. BOY SCOUTS: Chhabra Gibbs Represents Direct Abuse Victims --------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Chhabra Gibbs & Herrington PLLC submitted a verified statement to disclose that it is representing certain Direct Abuse Victims in the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC. The names and contact details of the Client were redacted from publicly available filings. * Claim No: SA-92557 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-56733 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-119484 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-66063 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-66066 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-66069 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-66080 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-66089 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-66092 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-66181 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-66183 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-68120 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-67833 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-90194 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-119483 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-67683 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-88946 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-67666 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim * Claim No: SA-91658 Claimant's address: c/o Chhabra Gibbs & Herrington PLLC 120 N. Congress St., Ste 200 Jackson, MS 39201 Economic interest: Unliquidated Abuse Claim CGH does not represent the interests of, and is not fiduciary for, any sexual abuse claimant, other creditor, party in interest, or other entity that has not signed an engagement agreement with CGH. The undersigned reserves the right to amend or supplement this Verified Statement in accordance with the requirements of Bankruptcy Rule 2019, if necessary. Counsel for Certain Direct Abuse Victims can be reached at: Brian K. Herrington, Esq. Chhabra Gibbs & Herrington PLLC 120 North Congress Street, Suite 200 Jackson, MS 39201 Tel: 601-326-0820 Fax: 601-948-8010 E-mail: bherrington@nationalclasslawyers.com A copy of the Rule 2019 filing is available at https://bit.ly/31gn7Aa at no extra charge. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BOY SCOUTS: Conaway-Legal, Parker Represent Unsecured Claimants --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Conaway-Legal, LLC and Parker Waichman LLP submitted a verified statement to disclose that they are representing the unsecured claimants in the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC. The names and contact details of the Client were redacted from publicly available filings. * Claim No: 42666 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 46981 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 51193 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 51176 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 47013 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 42704 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 47032 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 47086 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 47047 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 43519 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 70083 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim * Claim No: 51194 Claimant's address: c/o Parker Waichman LLP 6 Harbor Park Drive Port Washington, NY 11050 Economic interest: Unliquidated Abuse Claim Counsel to Parker Waichman Clients can be reached at: CONAWAY-LEGAL, LLC Bernard G. Conaway, Esq. 1007 North Orange Street, Suite 400 Wilmington, DE 19801 Telephone: 302-428-9350 Facsimile: 844-364-0137 E-mail: bgc@conaway-legal.com - and - PARKER WAICHMAN LLP Melanie H. Muhlstock, Esq. 6 Harbor Park Drive Port Washington, NY 11050 Telephone: 516-466-6500 E-mail: mmuhlstock@yourlawyer.com A copy of the Rule 2019 filing is available at https://bit.ly/3FXP3bf at no extra charge. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BOY SCOUTS: Donald Norris Represents Crowder Claimants ------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Offices of Donald G. Norris submitted a verified statement that it is representing the abuse claimants in the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC. As of December 28, 2021, each client and their disclosable economic interests are: Steven Crowder Claim No: 107695 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Tyreece Jones Claim No: 106489 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Donald Blevins Claim No: 106797 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Clifford Brasher Claim No: 106806 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Richard Wall Claim No: 105615 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Roger Potter Claim No: 105631 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Laird Hill Claim No: 105648 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Earl Robinson Claim No: 105597 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Ian O'Neill Claim No: 105611 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Ronald Hammons Claim No: 105657 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Marvin Baggett Claim No: 105665 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Jody Adams Claim No: 105870 3055 Wilshire Blvd Los Angeles, #980 CA 90010 * Economic interest: Unliquidated Abuse Claim Law Offices of Donald G. Norris Law does not represent the interests of, and are not fiduciaries for, any abuse claimant, other creditor, party in interest, or other entity that has not signed an engagement agreement with Law Offices of Donald G. Norris Law. The Firm can be reached at: Donald G. Norris, Esq. Law Offices of Donald G. Norris A Law Corporation 3055 Wilshire Blvd, Suite 980 Los Angeles, CA 90010 Tel: 213-487-8880 Fax: 213-487-8884 E-mail: dnorrislaw@gmail.com A copy of the Rule 2019 filing is available at https://bit.ly/31dlxyZ at no extra charge. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BOY SCOUTS: Stobierski & Connor Represents Unsecured Claimants -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Stobierski & Connor submitted a verified statement to disclose that it is representing the unsecured claimants in the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC. The names and contact details of the Client were redacted from publicly available filings. The Clients each hold unliquidated sexual abuse tort claims in relation to the Debtors. The Firm can be reached at: Stobierski & Connor John P. Connor, Esq. 377 Main Street Greenfield, MA 01301 Telephone: (413) 774-2867 Facsimile: (413) 774-6551 E-mail: jconnor@stobierski.com A copy of the Rule 2019 filing is available at https://bit.ly/3mHs10E at no extra charge. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BOY SCOUTS: William Mulroney Represents Unsecured Claimant ---------------------------------------------------------- In the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC, the Law Office of William F. Mulroney provided notice under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing an unsecured claimant. The name and contact details of the Client were redacted from publicly available filings. The Firm can be reached at: Law Office of William F. Mulroney 400 Redland Court, Suite 110 Owings Mills, MD 21117 Tel: (240) 271-1799 Fax: (443) 660-7176 E-mail: wmulroney@mulroneylawfirm.com A copy of the Rule 2019 filing is available at https://bit.ly/3pGJTud at no extra charge. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. CAMBER ENERGY: NYSE Grants Extension to File Delayed Reports ------------------------------------------------------------ Camber Energy, Inc. received a letter from the NYSE American in response to the Company's request for an extension of the date by which the Company is to file outstanding financial reports. The Company is not in compliance with the Exchange's continued listing standards as set forth in Section 1007 of the NYSE American Company Guide given the Company failed to timely file the following reports: (i) Form 10-K for the 9-month transition period ended Dec. 31, 2020; (ii) Form 10-Q for the period ended March 31, 2021; and (iii) Form 10-Q for the period ended June 30, 2021. The Filing Delinquency will be cured via the filing of the Delayed Reports. The Company intended to remedy the Filing Delinquency on or before Dec. 17, 2021, however due to certain circumstances requested the Exchange grant the Company a brief extension of time by which to file the Delayed Reports. The Exchange accepted the Company's request and has allowed the Company until Jan. 14, 2022 to file the Delayed Reports. If the Company is unable to cure the delinquency by Jan. 14, 2022, the Company may request an additional extension up to the maximum cure period of May 20, 2022. NYSE Regulation staff will review the Company periodically for compliance with adherence to the milestones in the plan. In addition, if the Company does not make progress consistent with the plan during the plan period or if the Company does not complete its Delayed Filings and any subsequently delayed filings with the SEC by the end of the maximum cure period on May 20, 2022, Exchange staff will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide. Receipt of the letter does not have any immediate effect on the listing of the Company's shares on the Exchange, except that until the Company regains compliance with the Exchange's listing standards, a "BC" indicator will be affixed to the Company's trading symbol. The Company's business operations and SEC reporting requirements are unaffected by the notification, provided that if the Filing Delinquency is not cured then the Company will be subject to the Exchange's delisting procedures. The Company is committed to filing the Delayed Reports to achieve compliance with the Exchange's requirements, and, although there are no guarantees it will do so, the Company expects to file the Delayed Reports on or before Jan. 14, 2022. About Camber Energy Based in Houston, Texas, Camber Energy -- http://www.camber.energy -- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. Camber Energy reported a net loss of $3.86 million for the year ended March 31, 2020, compared to net income of $16.64 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $11.79 million in total assets, $32.48 million in total liabilities, $38 million in temporary equity, and a total stockholders' deficit of $58.68 million. Marcum LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has incurred significant losses from operations and had an accumulated deficit as of March 31, 2020 and 2019. These factors raise substantial doubt about its ability to continue as a going concern. CARVER BANCORP: Janet Rolle Quits as Director --------------------------------------------- Janet L. Rolle, a member of the boards of directors of Carver Bancorp, Inc. and Carver Federal Savings Bank, announced her resignation from her positions with the company and the bank, effective Dec. 17, 2021. There were no disagreements between Ms. Rolle and the company or the bank, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Carver Bancorp Headquartered in New York, Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a federally chartered savings bank. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of its wholly-owned subsidiary, Carver Federal. Carver Federal was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its seven branches and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Carver Bancorp reported a net loss of $3.89 million for the year ended March 31, 2021, compared to a net loss of $5.42 million for the year ended March 31, 2020. As of Sept. 30, 2021, the Company had $706.87 million in total assets, $650.66 million in total liabilities, and $56.22 million in total equity. CEL-SCI CORP: Incurs $36.4 Million Net Loss in FY Ended Sept. 30 ---------------------------------------------------------------- CEL-SCI Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $36.36 million on zero income for the year ended Sept. 30, 2021, compared to a net loss of $30.26 million on $558,664 of grant income for the year ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $75.87 million in total assets, $19.34 million in total liabilities, and $56.53 million in total stockholders' equity. CEL-SCI has had only limited revenues from operations since its inception in March 1983. CEL-SCI has relied primarily upon capital generated from the public and private offerings of its common stock and convertible notes. In addition, CEL-SCI has utilized short-term loans to meet its capital requirements. Capital raised by CEL-SCI has been used to acquire an exclusive worldwide license to use, and later purchase, certain patented and unpatented proprietary technology and know-how relating to the human immunological defense system and for clinical trials. Capital has also been used for patent applications, debt repayment, research and development, administrative costs, and for CEL-SCI's laboratory and manufacturing facilities. CEL-SCI does not anticipate realizing significant revenues until it enters into licensing arrangements regarding its technology and know-how or until it receives regulatory approval to sell its products (which could take a number of years). As a result, CEL-SCI has been dependent primarily upon the proceeds from the sale of its securities to meet all of its liquidity and capital requirements and anticipates having to do so in the future. During fiscal year 2021 and 2020, CEL-SCI raised net proceeds of approximately $54.0 million and $25.8 million, respectively, through a combination of the sale of common stock and the exercise of warrants and options. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/725363/000165495421013417/cvm_10k.htm About CEL-SCI Corporation CEL-SCI -- http://www.cel-sci.com-- is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company's lead investigational therapy Multikine is currently in a pivotal Phase 3 clinical trial involving head and neck cancer, for which the Company has received Orphan Drug Status from the FDA. The Company has operations in Vienna, Virginia, and near Baltimore, Maryland. CENTRAL JERSEY: Unsecureds to Recover 6.26% in Liquidating Plan --------------------------------------------------------------- Central Jersey Supply Co. filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Liquidation dated Dec. 27, 2021. The Debtor is a multi-generational family-run business that was founded in 1946 that serves as an industrial supply house specializing in selling PVF and related products to customers across a variety of industries. The Debtor's assets consist of furniture, fixtures and equipment (the "FFE"), inventory (the "Inventory"), accounts receivable ("A/R"), machinery (the "Forklift"), and stock of its non-debtor subsidiary ("Central Export Marketing" or "CEM"). The Debtor has no secured debt and none of its assets serve as collateral for any obligations. The Debtor listed $1,774,409.17 of general unsecured non-priority debts consisting of trade and business debt, vendor and service fees (some of which are disputed or subject to offset), tort liabilities (which are disputed), and promissory notes to shareholders. Certain trade debts owed prior to the Petition Date have been paid pursuant to the Order Granting the Debtor's Motion for Authority to Pay Pre-Petition Obligations of Certain Critical Vendors. The Debtor continues to operate its business and has benefitted from the application of the automatic stay against collection/enforcement efforts against the Debtor or its property. However, as the Debtor's liabilities remain too large to sustain its business and, the Debtor remains in protracted dispute with shareholder Maple Leaf Management, LLC and Maple Leaf's affiliate, claimant Beacon Graphics, LLC. Therefore, its current financial condition dictates an orderly liquidation and wind-down of the business. The Debtor was optimistic that reorganization was possible and a resolution could be reached with Beacon and Maple Leaf allowing the Debtor to continue to operate at the Property or obtain a reasonable alternative location, pay its creditors pursuant to a reorganization plan, and continue as a going concern, but, as of the date of the filing of this Plan, negotiations have been fruitless and the Debtor believes a wind-down and liquidation of the business is the only path available to the Debtor. Such liquidation will allow for the best possible distribution to creditors and is the only vehicle that will bring closure to its disputes with Beacon and Maple Leaf. The Debtor has determined that the highest and best return to creditors will be through an orderly liquidation of all of its assets. As of the Effective Date of the Plan, the Debtor will seek buyers for its assets and wind down its business in a way to maximize a return of cash to the Debtor. Such cash proceeds from liquidation and wind-down, plus any cash left over from cash on hand as of the Effective Date of the Plan, will be used to pay general unsecured creditors pro rata according to their allowed cl aims after payment in full of administrative expenses. Each administrative expense claim will be paid in full on the later of (i) the Effective Date of the plan, (ii) the date on which such administrative expense claim is allowed by the Court, or (iii) such later date as an administrative expense claimant consents to receive payment. All general unsecured claims will be eligible for a pro rata distribution from available funds after payment of Administrative Expenses and Allowed Priority Tax Claims. At this time, it is not possible to estimate what the distribution to general unsecured creditors will be because the Debtor is still accruing administrative expenses and the Debtor is (i) investigating causes of action which may bring assets into its estate through judgments or settlements, and (ii) the Debtor may object to certain claims. Therefore, the amount available for Distributions to Allowed General Unsecured Claims may increase or decrease prior to a final distribution based on the foregoing and based upon what value the Debtor can realize from the liquidation of its assets and the wind-down of its business. Class 1 consists of General Unsecured Class. Pro rata payment of Allowed Unsecured Claim as soon as practicable following payment in full of allowed Administrative Expenses and payment in full of Allowed Priority Tax Claims. Percentage of claims which unsecured creditors will receive or retain under the Plan shall be 6.26%. Class 2 consists of Equity Interest Class (common stock of the Debtor). Payment of surplus funds, if any, after all distributions made pursuant to the Plan. On the Effective Date, the Debtor will begin an orderly wind-down of its business and liquidation of its assets. The Debtor intends to fulfill all orders received with its remaining inventory. As soon as practicable after the Effective Date, the Debtor will sell down its Inventory through normal operations and collect corresponding A/R. When it has a level of Inventory that precludes it from fulfilling new orders in a prudent manner, then the Debtor will seek a buyer for its remaining Inventory. The Debtor intends to solicit offers from among its contacts in the PVF industry, because such buyers may find the most value in the PVF products. Additionally, the Debtor plans to offer other of its assets to such buyers. To the extent that there is little or no interest in the Inventory, or if the Debtor believes the offers will not realize sufficient value, the Debtor will seek out other professionals such as an auctioneer or liquidator to sell the Inventory, or abandon the property. Similarly, the Debtor will collect its A/ R until it finds the amount uncollectible and then will seek out buyers for the A/R, or abandon an uncollectible A/R. The Debtor also will market its FFE and the Forklift, though such as sets, if not sold with the Inventory, may be difficult to dispose of for value. If so, the Debtor will abandon such property. The Debtor will use its cash on hand, and any cash generated from the liquidation of, or distributions from, CEM to pay Administrative Expense Claims as well as fund its general operations during the wind-down. To the extent that further professionals will be retained to liquidate the assets, such professionals customarily work on commissions that will be paid from proceeds from the sales. A full-text copy of the Liquidating Plan dated Dec. 27, 2021, is available at https://bit.ly/3FVRUBq from PacerMonitor.com at no charge. Counsel for the Debtor: FOX ROTHSCHILD LLP 49 Market St. Morristown, NJ 07960 Mark E. Hall, Esq. Joseph A. Caneco, Esq. Telephone: (973) 992-4800 Facsimile: (973) 992-9125 E-mail: mhall@foxrothschild.com jcaneco@forxrothschild.com About Central Jersey Central Jersey Supply Co. is a merchant wholesaler of professional and commercial equipment and supplies. Central Jersey Supply filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21-17567) on Sept. 28, 2021. In the petition signed by David M. Horwitz, vice president, the Debtor disclosed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Mark E. Hall, of FOX ROTHSCHILD LLP, is the Debtor's counsel. COEPTIS EQUITY: Taps Mike Hyles of of Re/MAX as Real Estate Broker ------------------------------------------------------------------ Gina Klump, Subchapter V trustee for Coeptis Equity Fund LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Mike Hyles of Re/MAX 1st Choice to sell the company's real property located at 3422 Anne St., Stockton, Calif. The firm will receive a real estate broker's commission of 5.5 percent of the purchase price upon consummation of the sale. The commission may be split to 3 percent to the listing broker and 2.5 percent to the procuring broker. Mike Hyles, the firm's real estate broker who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mike Hyles Re/MAX 1st Choice 4900 Hopyard Rd, Ste 115 Pleasanton, CA 94588 Tel: (925) 474-1200 Mobile: (510) 435-0000 About Coeptis Equity Coeptis Equity Fund, LLC filed a petition for Chapter 11 protection (Bankr. N.D. Calif. Case No. 21-30726) on Oct. 27, 2021, listing as much as $10 million in both assets and liabilities. Gina R. Klump is the Subchapter V trustee appointed in the Debtor's bankruptcy case. The case is assigned to Judge Dennis Montali. CORP GROUP: Saga Unsecureds to Recover 44.8% in Liquidating Plan ---------------------------------------------------------------- Corp Group Banking S.A. and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Joint Plan of Liquidation and a Disclosure Statement on Dec. 27, 2021. On June 25, 2021, and June 29, 2021, the Debtors commenced chapter 11 cases in order to implement the transactions contemplated by the Plan (as defined more fully in the Plan, the "Plan Transactions "). The Debtors' two primary creditor constituencies are Itaú and holders (the "Noteholders") of New York law 6.750% Notes due 2023 issued by CGB (the "CGB Unsecured Notes,"). Certain of the Noteholders have organized into an Ad Hoc Group of Noteholders (the "Ad Hoc Group"), and on July 20, 2021, the U.S. Trustee appointed an Official Committee of Unsecured Creditors in the Chapter 11 cases. On Dec. 27, 2021, the Debtors filed the Debtors' Motion for an Order Authorizing the Debtors to Sell Unencumbered Shares of Itaú Corpbanca and Granting Related Relief, seeking authority from the Bankruptcy Court to sell CGB Unencumbered Shares with an aggregate value of up to $7,500,000, pay the Broker Commission and any taxes associated with such sales and enter into the Broker Agreement, to generate sufficient cash to cover the Debtors' projected professional fees and expenses and other costs during the chapter 11 cases through April 30, 2022. The Debtors determined to effectuate the Plan Transactions through these Chapter 11 Cases to minimize transaction costs and expedite distributions to creditors. The Debtors believe that the Plan represents the most efficient route to effectuate their liquidation and the distribution of their assets, and is in the best interest of the Debtors' creditors and other stakeholders. As set forth in the Plan, the Plan Transactions allow the Debtors to wind down their operations and investments and distribute their assets to their creditors. On the Effective Date (or as soon as reasonably practicable thereafter), the Debtors will: * distribute to Itau in respect of the Itaú Chile Secured Claims, all Itau Corpbanca Shares pledged by the Debtors to Itaú to secure all obligations arising under the Credit Agreement, dated as of January 29, 2014 between non-Debtor CG Interhold, as borrower, Itaú, as lender, the guarantors party thereto, and Banco Itaú Chile, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the "Itaú Chile Credit Agreement"); * to the extent not already consummated, in lieu of a distribution to Itaú in respect of the Itau Colombia Secured Claims, consummate the Colombia Trans actions on or prior to the Effective Date in accordance with the Colombia Agreements and the Plan; * in lieu of a distribution to Itaú in respect of the Saga Itaú Unsecured Claims, consummate the CG Interhold Restructuring; * distribute to Itaú in respect of the CGB Itaú Deficiency Claim its pro rata share (x) (based on the CGB Itaú Deficiency Claim, the CGB Unsecured Notes Claims and the CGB Interhold Intercompany Payable Claim, (together, the "Unsecured Claims Pool")) of (1) the unpledged Itaú Corpbanca Shares owned by CGB (the "CGB Unencumbered Shares") less any such shares sold to fund distributions under the Plan to Holders of Administrative Claims, Other Priority Claims and Convenience Claims, the costs of administering the Wind Down Estates (together, the "Estate Cash Expenses") and to be sold to fund the Litigation Trust Funding Amount) and (2) cash in the Wind Down Account, other than cash used for Estate Cash Expenses (the "Residual Wind Down Cash"), (y) (based on the CGB Itaú Deficiency Claims and the CGB Unsecured Notes Claims (together, the "Settlement Pool")) of the Settlement Consideration and (z) distributions from the Litigation Trust in accordance with the Litigation Trust Agreement; provided that Itaú will not receive any Litigation Trust Distributable Cash on account of Causes of Action, if any, against Itaú; * distribute to Noteholders in respect of the CGB Unsecured Notes Claims their pro rata share (x) (based on the Unsecured Claims Pool) of (1) the CGB Unencumbered Shares (less any such shares sold or to be sold to fund the Estate Cash Expenses, the CGBUNT Fees and Expenses and the Litigation Trust Funding Amount) and (2) the Residual Wind Down Cash, (y) (based on the Settlement Pool) of the Settlement Consideration and (z) distributions from the Litigation Trust in accordance with the Litigation Trust Agreement, subject to certain qualifications; * distribute to CG Interhold in respect of the CGB Interhold Intercompany Payable Claim its pro rata share of (based on the Unsecured Claims Pool) (x) the CGB Unencumbered Shares (less any such shares sold to fund the Estate Cash Expenses) and (y) the Residual Wind Down Cash, each of which CG Interhold will immediately upon receipt of such distribution pay and transfer such distribution to Itaú in partial satisfaction of CG Interhold's obligations under the Itaú Chile Credit Agreement; and * pay to Holders of Convenience Claims 10% of the value of such Claims in Cash, provided that the total amount of Cash received by the Holders of such Claims does not exceed $100,000. All Intercompany Claims and Existing Equity Interests in the Debtors will be released and cancelled on the Effective Date for no consideration. Holders of Non-Recourse Secured Claims will receive at the option of such Holder, (x) the collateral securing its Allowed Non-Recourse Secured Claim or (y) its pro rata share of Equity Interests in the Non-Recourse Secured Claim LiquidationCo (the "NRSCL Equity Interests") (rendering such Claims Unimpaired). Holders of Other Secured Claims and Other Priority Claims will be paid in full in Cash or receive such other treatment that renders such Claims Unimpaired. Class 6 consists of the Saga Itaú Unsecured Claims. In full and final satisfaction, settlement and release of, and in exchange for the Saga Itaú Unsecured Claims, in lieu of Itaú's receipt of a distribution on the Effective Date, the CG Interhold Restructuring will be consummated. Class 6 is Impaired by the Plan. This Class has $845,597,253.12 amount of claims and shall receive a distribution of 44.84%. Class 7A consists of the CGB Itaú Deficiency Claim. Itaú shall receive its pro rata share (x) (based on the Unsecured Claims Pool) of (1) the CGB Unencumbered Shares (less any such shares sold to fund the Estate Cash Expenses and to be sold to fund the Litigation Trust Funding Amount) and (2) the Residual Wind Down Cash, (y) (based on the Settlement Pool) of the Settlement Consideration and (z) distributions from the Litigation Trust in accordance with the Litigation Trust Agreement; provided that Itaú will not receive any Litigation Trust Distributable Cash on account of Causes of Action, if any, against Itaú. This Class has $671,257,409.09 amount of claims and shall receive a distribution of 4.12%. Class 7B consists of the CGB Unsecured Notes Claims. The CGB Unsecured Notes Claims are Allowed in an aggregate principal amount equal to $543,687,500. Each holder shall receive its pro rata share (x) (based on the Unsecured Claims Pool) of (1) the CGB Unencumbered Shares (less any such shares sold or to be sold to fund the Estate Cash Expenses, the CGBUNT Fees and Expenses and the Litigation Trust Funding Amount), and (2) the Residual Wind Down Cash, (y) (based on the Settlement Pool) of the Settlement Consideration and (z) distributions from the Litigation Trust in accordance with the Litigation Trust Agreement; provided that, in lieu of CGB Unencumbered Shares, Non-Accredited Investors shall receive their pro rata share (based on the CGB Unsecured Notes Claims held by Non-Accredited Investors) of the Non-Accredited Investor Cash Distribution. Class 7C consists of the CGB Interhold Intercompany Payable Claim. The CGB Interhold Intercompany Payable Claim is Allowed in an aggregate principal amount equal to $72,641,737. CG Interhold shall receive: its pro rata share (based on the Unsecured Claims Pool) of (x) the CGB Unencumbered Shares (less any such shares sold to fund the Estate Cash Expenses) and (y) the Residual Wind Down Cash, and shall immediately upon receipt of such distribution shall pay and transfer such distribution to Itaú in partial satisfaction of CG Interhold's obligations under the Itaú Chile Credit Agreement. Class 8 consists of Allowed Convenience Claims. Each Holder of an Allowed Convenience Claim shall receive payment in Cash in an amount equal to 10% of such Allowed Convenience Claim; provided that the aggregate amount of Cash received by all Holders of Allowed Convenience Claims on account of their Convenience Claims shall not exceed $100,000. On the Effective Date, each Debtor shall be deemed dissolved under applicable law for all purposes without the necessity for any payments to be made in connection therewith. The Debtors or Plan Administrator, as applicable, are authorized to take any actions specified in the Plan Supplement that are not inconsistent with the joint chapter 11 plan of liquidation and are necessary or advisable to effectuate the foregoing under applicable law. The purpose of the Wind Down Estates is to consummate the Colombia Transactions, distribute the Wind Down Cash from the Wind Down Account, dissolve the Debtors and take all other actions described in the Plan, with no objective to continue or engage in the conduct of a trade or business. On the Effective Date, the Debtors and the Plan Administrator shall (a) establish the Wind Down Account and fund such account with the Wind Down Cash and (b) provide Itaú and the Committee a reasonably detailed written estimate of the amount of Wind Down Cash and Residual Wind Down Cash. Counsel to Debtors and Debtors in Possession: Michael H. Torkin, Esq. Kathrine A. McLendon, Esq. Nicholas E. Baker, Esq. Edward R. Linden, Esq. Jamie J. Fell, Esq. Simpson Thacher & Bartlett, LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 Email: michael.torkin@stblaw.com kmclendon@stblaw.com nbaker@stblaw.com edward.linden@stblaw.com jamie.fell@stblaw.com - and - Pauline K. Morgan, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: pmorgan@ycst.com About Corp Group Banking S.A. Corp Group Banking SA, a Chilean financial holding company controlled by billionaire Alvaro Saieh, and Inversiones CG Financial Chile Dos SpA filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-10969) on June 25, 2021. At the time of the filing, Corp Group Banking disclosed $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Simpson Thacher & Bartlett, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsel. Prime Clerk, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on July 20, 2021. The committee tapped Morgan, Lewis & Bockius, LLP as lead bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and NLD Abogados as special Chilean counsel. FTI Consulting, Inc. serves as the committee's financial advisor. CORPORATE COLOCATION: Seeks to Hire Goodkin Law as Special Counsel ------------------------------------------------------------------ Corporate Colocation Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Goodkin Law Group, APC as its special counsel. The Debtor had four pending lawsuits which were removed to this court on July 1, 2021, as follows: a. 530 6th Street, LLC v. Corporate Colocation, Inc. (LASC Case No. 20STCV43520), Adversary No. 2:21-ap-01118-ER; b. 530 6th Street, LLC v. Corporate Colocation, Inc. (LASC Case No. 20STCV43842), Adversary No. 2:21-ap-01119-ER; c. 530 6th Street, LLC v. Corporate Colocation, Inc. (LASC Case No. 20STCV43839), Adversary No. 2:21-ap-01120-ER; and d. Corporate Colocation, Inc. v. 530 6th Street, LLC and related cross-action (LASC Case No. 19stcv33673), Adversary No. 2:21-ap-01121-ER. The firm will represent the Debtor with all matters relating to the prosecution of the removed cases and the adversary proceedings. The hourly rates charged by the firm's attorneys are as follows: Daniel L. Goodkin $495 per hour Michael A. SHakouri $400 per hour Daniel Goodkin, Esq., principal at Goodkin Law, 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: Daniel L. Goodkin, Esq. Goodkin Law Group, APC 1800 Avenue of the Stars, Suite 675 Los Angeles, CA 90067 Phone: 310-853-5730 Toll Free: 800-628-2898 Email: contact@goodkinlynch.com About Corporate Colocation Inc. Corporate Colocation Inc. operates a large server farm that provides website services to about 25 subtenants located at 530 West Sixth St., Suite 502, in Los Angeles. Corporate Colocation filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-12812) on April 7, 2021, disclosing $2,284,042 in assets and $5,041,445 in liabilities. Judge Ernest Robles oversees the case. Robert M. Yaspan, Esq., at the Law Offices of Robert M. Yaspan and Goodkin Law Group, APC serve as the Debtor's bankruptcy counsel and special counsel, respectively. Hahn Fife & Company, LLP is the Debtor's accountant. CUENTAS INC: All Five Proposals Approved at Annual Meeting ---------------------------------------------------------- At the 2021 annual meeting of stockholders of Cuentas Inc., the stockholders: (1) elected Arik Maimon, Michael De Prado, Adiv Baruch, Richard J. Berman, Yochanon Bruk, Jeff Lewis, Edward Maldonado, Carol Pepper, and David B. Schottenstein to serve as directors until the 2022 annual meeting of stockholders, or until their successors are elected and qualified, or until their earlier resignation or removal; (2) approved, on a non-binding advisory basis, the compensation for the company's named executive officers; (3) selected, on a non-binding advisory basis, a frequency of three years for future advisory votes on the company's executive compensation; (4) ratified the appointment of Halperin Ilanit CPA as the company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2021; and (5) approved the company's 2021 Share Incentive Plan. About Cuentas Headquartered in Miami, Florida, Cuentas, Inc. -- http://www.cuentas.com-- is a Fintech company utilizing technical innovation together with existing and emerging technologies to deliver accessible, efficient and reliable mobile, new-era and traditional financial services to consumers. Cuentas is proactively applying technology and compliance requirements to improve the availability, delivery, reliability and utilization of financial services especially to the unbanked, underbanked and underserved segments of today's society. Cuentas reported a net loss attributable to the company of $8.10 million for the year ended Dec. 31, 2020, a net loss attributable to the company of $1.32 million for the year ended Dec. 31, 2019, and a net loss of $3.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $14.97 million in total assets, $3.08 million in total liabilities, and $11.89 million in total stockholders' equity. CUENTAS INC: Two Directors Resign From Board -------------------------------------------- David B. Schottenstein and Richard J. Berman tendered their resignations as members of the board of directors of Cuentas Inc. Messrs. Schottenstein and Berman each resigned to focus on other endeavors and not in connection with any disagreements with the company, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Cuentas Headquartered in Miami, Florida, Cuentas, Inc. -- http://www.cuentas.com-- is a Fintech company utilizing technical innovation together with existing and emerging technologies to deliver accessible, efficient and reliable mobile, new-era and traditional financial services to consumers. Cuentas is proactively applying technology and compliance requirements to improve the availability, delivery, reliability and utilization of financial services especially to the unbanked, underbanked and underserved segments of today's society. Cuentas reported a net loss attributable to the company of $8.10 million for the year ended Dec. 31, 2020, a net loss attributable to the company of $1.32 million for the year ended Dec. 31, 2019, and a net loss of $3.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $14.97 million in total assets, $3.08 million in total liabilities, and $11.89 million in total stockholders' equity. CYTODYN INC: Dr. Harish Seethamraju Quits as Director ----------------------------------------------------- Harish Seethamraju, M.D., notified the chairman of the board of directors of CytoDyn Inc. of his resignation from the board, effective immediately. Dr. Seethamraju indicated that his decision was due to his other pre-existing professional commitments and not due to a disagreement with the company on any matter relating to the company's operations, policies or practices. He has agreed to join the company's Scientific Advisory Board as an alternative means of providing his expertise in support of the company's strategic endeavors. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. Cytodyn reported a net loss of $154.67 million for the year ended May 31, 2021, compared to a net loss of $124.40 million for the year ended May 31, 2020. As of Aug. 31, 2021, the Company had $104.97 million in total assets, $130.16 million in total liabilities, and a total stockholders' deficit of $25.19 million. Birmingham, Alabama-based Warren Averett, LLC, the Company's auditor since 2007, issued a "going concern" qualification in its report dated July 30, 2021, citing that the Company incurred a net loss of approximately $154,674,000 for the year ended May 31, 2021 and has an accumulated deficit of approximately $511,294,000 through May 31, 2021, which raises substantial doubt about its ability to continue as a going concern. CYTOSORBENTS CORP: Appoints Daniel Wendt as VP for Medical Affairs ------------------------------------------------------------------ CytoSorbents Corporation has appointed Professor Daniel Wendt, MD, PhD, MHBA, FETCS as vice president, Medical Affairs Cardiovascular commencing Jan. 1, 2022. Dr. Wendt is an internationally renowned academic cardiac surgeon with over 15 years of experience in the management of complex cardiovascular patients and an outstanding academic track record. Currently, Dr. Wendt serves as co-director of the Thoracic and Cardiovascular Surgery Clinic, West German Heart and Vascular Center in Essen, Germany and is Professor of Cardiac Surgery at Essen University Medical School. During his career, Dr. Wendt performed the full gamut of adult cardiac surgery procedures, with a special focus on minimally invasive procedures, including catheter-based structural heart techniques and served as transcatheter aortic valve implantation (TAVI) international proctor for Edwards Lifesciences. In addition, Dr. Wendt has extensive experience in clinical investigation and has led or participated in multiple large multicenter studies, including studies supporting CE Mark and FDA approvals, and an equally impressive academic record with over 150 publications and seats on multiple editorial boards, including the prestigious Annals of Thoracic Surgery. Importantly, Dr. Wendt was one of the earliest adopters of CytoSorb and over the years has treated hundreds of cardiac surgery patients across multiple indications, such as acute infective endocarditis, complex aortic surgery, post-cardiotomy vasoplegia, antithrombotic removal, and use in combination with extracorporeal mechanical oxygenation (ECMO). Dr. Wendt has rigorously captured the outcomes of these patients and to date has contributed over 10 scientific papers describing the benefits of CytoSorb use in cardiac surgery. In his role, Dr. Wendt will be responsible for all cardiovascular medical affairs activities in support of the CE Mark approved uses of CytoSorb in cardiac surgery and will also be a key contributor to the Company's cardiovascular clinical trial strategy, with the goal of data generation to drive broader adoption of the therapy across multiple indications. Dr. Wendt commented, "I am thrilled to join CytoSorbents and eager to contribute to the Company's leadership position in cardiac surgery. In my many years in the operating room I have consistently observed the benefits of cytokine removal with CytoSorb in complex cardiac operations such as acute endocarditis or complex aortic surgery and also witnessed the significant reductions in bleeding when using CytoSorb in urgent operations on patients on antithrombotic drugs like ticagrelor and rivaroxaban. I am convinced that CytoSorb could change standard practice and look forward to working closely with cardiac surgeons around the world to enhance their understanding of the therapy and drive increased utilization at their institutions." Dr. Efthymios Deliargyris, chief medical officer of CytoSorbents stated, "We are very excited to welcome Dr. Daniel Wendt to CytoSorbents. Daniel's deep subject matter expertise and extensive international cardiac surgery network will greatly amplify our efforts in support of cardiac surgery indications under CE Mark and increase the visibility of our polymer hemoadsorption technology within the cardiovascular community worldwide. In addition, his clinical trial experience will help both the execution of our current clinical programs and shape the design of future trials. Our commitment to cardiac surgery has never been greater, evidenced by our steadfast focus and progress on the FDA approved STAR-T and STAR-D antithrombotic removal trials, the launch of the international STAR registry and our continuous investment in top talent, such as Dr. Wendt, to support our global clinical and commercialization strategy." Dr. Wendt received his Medical Degree from the University Duisburg-Essen Medical School in Essen, Germany and completed a postdoctoral research fellowship and his residency at the Thoracic and Cardiovascular Surgery Clinic, West German Heart and Vascular Center in Essen, Germany. Dr. Wendt has earned the Habilitation distinction and in 2016 became Full Professor of Cardiac Surgery (Professor Dr. med. habil) at the Essen University Medical School. Dr. Wendt is Board-certified by the European Board of Cardiothoracic Surgery (FETCS) and also obtained his Master of Health Business Administration (MHBA) from the Friedrich-Alexander-University School of Business in Erlangen-Nuremberg, Germany. About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 70 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. Cytosorbents reported a net loss of $7.84 million for the year ended Dec. 31, 2020, a net loss of $19.26 million for the year ended Dec. 31, 2019, and a net loss of $17.21 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $95.07 million in total assets, $24.46 million in total liabilities, and $70.61 million in total stockholders' equity. DC TELECOMM: Unsecureds to Get Share of Income for 60 Months ------------------------------------------------------------ DC Telecomm, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Small Business Plan of Reorganization under Subchapter V dated Dec. 27, 2021. The Debtor is a Small Business Corporation that formed within Missouri by registering Articles of Organization with the State Secretary on August 4, 2015 at Charter No. LC001456613. The MOR for the period of November 2021 discloses that the Debtor maintained the collective sum of $10,482.68 within the Operating Account, Field Expenses Account, and as Cash Reserves as of November 30, 2021. Notwithstanding Holders of Allowed Unsecured Claims, the Plan shall treat each Class of Claims under a Cramdown Confirmation in a manner identical to the Treatment that follows a Consensual Confirmation. Holders of Allowed Secured Claims shall receive Plan Payments in accordance with the consensual agreements executed and security interests granted Pre-Petition. Conversely, Distributions to Holders of Allowed Unsecured Claims shall depend on whether Consummation follows a Consensual Confirmation or a Cramdown Confirmation, as follows: (a) recovery shall be limited to the fixed amount of $60,000.00 upon a Consensual Confirmation of this Plan, which equals a Pro-Rata Distribution in the approximate amount of nine cents on the dollar (9.00%); or (b) if Consummation follows a Cramdown Confirmation, Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share of all Disposable Income that the Debtor generates during the sixty (60)-month Plan Term, which the Debtor estimates as the amount of $6,000.00 and an approximate Pro-Rata Distribution of one cent on the dollar (0.90%). Class 20 consists of the Unsecured Claims against the Bankruptcy Estate, to the extent Allowed. The Debtor estimates that Allowed Unsecured Claims – on account of Claims not Scheduled as contingent, disputed and/or unliquidated; Proofs of Claim filed on or before to the Claims Bar Date; and Claims not otherwise Disallowed by the Bankruptcy Court – is the sum of $666,898.56. The manner of Treatment of the Class 20 Claimants and amount of the Allowed Unsecured Claim shall depend on whether Holders of Class 20 Claims vote to accept or reject the Plan, as follows: * Consensual Treatment. Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share of $60,000.00, which shall derive from Cash maintained within the Operating Account as of the Effective Date and revenues generated during the Plan Term. The Debtor shall deposit the sum of $3,000.00 into the Creditor Disbursement Fund on or before the fifteenth day of the 1st month following the close of each Calendar Quarter commencing on the Effective Date up to and through the 60th month following the Effective Date, for which the 1st deposit into the Creditor Disbursement Account of Disposable Income generated from the Effective Date up to and through June 30, 2022 shall arise on or before July 15, 2022. The Debtor refers Unsecured Claimants, regardless of whether Allowed, Disallowed or Disputed, to the Claims Analysis for further details on the specific amount of Plan Payments the Debtor anticipates distributing to each Class 20 Claimant on account of their Allowed Class 20 Claim. The Debtor shall warrant the Consensual Treatment of the Plan Payments Distributed to Unsecured Claimants by prioritizing the monthly sum of $1,000.00 above the 1st bi-monthly draw payable to the Class 21 Claimant as the managing manager of the Debtor and through depositing such monthly sum into the Reserve Account prior to distributing the 1st bi-monthly draw to the Class 21 Claimant. * Cramdown Treatment. Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share of all Disposable Income realized during the Plan Term. The Debtor shall deposit the Disposable Income realized during the preceding Calendar Quarter into the Creditor Disbursement Fund on or before the 15th day following the close of each Calendar Quarter commencing on the Effective Date up to and through the 60th month following the Effective Date, for which the 1st deposit into the Creditor Disbursement Account of Disposable Income realized from the Effective Date up to and through June 30, 2022 shall be deposited into the Creditor Disbursement Fund on or before July 15, 2022, and the final Plan Payment shall be deposited on or before the 15th day of the 1st month following the 5th Anniversary. Class 21 consists of the Equity Interests in the Debtor, for which, David E. Howard controlled a one hundred percent (100.0%) ownership interest as of the Petition Date. On the Effective Date of the Plan, the Class 21 Claimant, to the extent Allowed, shall retain all existing rights, privileges, and interest in the Debtor, notwithstanding any provisions to the contrary hereunder and subject to any and all terms and conditions hereof. In accordance with 11 U.S.C. Secs. 1190(2) and 1191(c)(2), as applicable, the Debtor shall fund the Plan using Cash generated from one, or a combination of such sources, as follows: * Cash arising from Net Income realized Post-Petition, of which the Debtor maintains within the Operating Account as of the Effective Date, shall be Distributed to certain and specific Claimants as consideration for full payment of an Allowed Claim, or such portion thereof as mutually agreed upon by and the between the Debtor and such relevant Claimant(s), in such order more-fully identified within the Cash Flow Analysis, and for such basis as follows: (a) Allowed Professional Fees Claims; (b) Pre-Consummation Distributions; and (c) the amount necessary to Cure an assumed Executory Contract and/or Unexpired Lease, if any. * The Debtor shall deposit into the Creditor Disbursement Fund such portion of the Net Income equal to the collective monthly sum of Plan Payments due and owing to Holders of Allowed Secured Claims, on or before the 5th day of each month commencing on the 1st month following the Effective Date up to and through 5th day of the 60th following the Effective Date. * The Debtor shall deposit Plan Payments to Holders of Allowed Unsecured Claims into the Creditor Disbursement Fund in such periods of time, manner and amount. A full-text copy of the Small Business Plan of Reorganization dated Dec. 27, 2021, is available at https://bit.ly/3JLpM67 from PacerMonitor.com at no charge. Counsel for Debtor: BERKEN CLOYES, P.C. Joshua B. Sheade, Esq. 1159 Delaware Street Denver, Colorado 80204 E-mail: joshua@berkencloyes.com About DC Telecomm LLC La Veta, Colo.-based DC Telecomm, LLC, is part of the Electrical Contractors and Other Wiring Installation Contractors industry. DC Telecomm filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-14940) on Sept. 28, 2021, listing $509,400 in assets and $1,335,008 in liabilities. David Howard, member and manager, signed the petition. Stephen Berken, Esq., at Berken Cloyes, PC and Tax & Accounting Professionals, Inc. serve as the Debtor's legal counsel and accountant, respectively. DUN & BRADSTREET: Fitch Rates New Incremental Term Loan B 'BB+' --------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR1' rating to Dun & Bradstreet Corporation's proposed incremental senior first lien secured TLB. The net proceeds will be used to redeem the company's 6.875% senior secured notes resulting in interest expense savings and extending its maturity profile. The incremental TLB's material terms are to be the same as Dun & Bradstreet's existing TLB with $2,790 aggregate principal outstanding at Sept. 30, 2021. The transaction is expected to be largely leverage neutral. KEY RATING DRIVERS Sustained Margin Profile: Dun & Bradstreet under new management has been successful at bringing its operating EBITDA margin in line with comparable indirect data analytics peers. Dun & Bradstreet's operating EBITDA margin was 38.9% for the LTM period ending Sept. 30, 2021. Prior to the LBO, Dun & Bradstreet had margins in the low 30% and below range. Margin improvement reflects realization of sizable cost savings synergies of approximately $250 million. However, the company has also increased innovation its product development, while moving to more modern delivery methods, and taken a disciplined approach to pricing. Under conservative organic growth assumptions, Fitch believes Dun & Bradstreet will grow its operating EBITDA mid- to high-single digits, reflecting its operating leverage, tempered only by continued acquisitions of complimentary assets in addition to WWN partners. Pivot to Organic Growth: Management has guided to 3% to 4.5% organic constant currency growth in 2021. Near-term growth is partially driven by reduced headwinds such as the winddown of Data.com, as well as lapping pandemic-impacted periods. However, the company has been successful at winning new logos, maintain high retention levels while being disciplined on pricing, as well as increasing cross-selling and growing client wallet share, which is supported in part by growing the proportion of multi-year contracts. Additionally, the company's prior efforts and investments in its product development has led to key wins with strategic clients for analytics, sales and marketing, as well as successful build out of its offerings to the SMB market. The company has noted particularly strong engagement related to e-commerce customers accessing self-service options. Fitch conservatively forecasts Dun & Bradstreet revenue growth will be in the lower-single digit range, while acknowledging upside. Financial Structure: Within Fitch's still conservative growth and margin expectations, Dun & Bradstreet's leverage continues to sustain in the low to mid-4.0x region. Fitch sees Dun & Bradstreet's gross leverage declining a further 0.3x organically. However, Fitch estimates Dun & Bradstreet will generate approximately $1 billion in free cash flow over the next three to four years, providing significant flexibility for further debt reduction, organic investment, capability acquisition, and potentially shareholder return. Financial Policy: Dun & Bradstreet has not committed to using FCF for debt reduction, and there is a possibility the company begins to shift to outright shareholder return. However, at Dun & Bradstreet's 'BB-' rating, Fitch believes the company has headroom for Fitch's 4.5x negative gross leverage sensitivity, providing flexibility for operational challenges, M&A, and shareholder return. However, the company has stated its plans to address its capital structure, and aligning it with its operational improvement since the take-private transaction and subsequent IPO. DERIVATION SUMMARY Dun & Bradstreet's business profile as a data analytics provider is supported by its market position with a meaningful market share of core commercial credit in North America, approximately 85% recurring revenue base with subscriptions representing three-quarters of revenue, and a long-standing customer base with an approximate 96% revenue retention rate. In 2020, no customer accounted for more than 5% of the company's revenue, and top 50 customers accounted for approximately 25% of revenue. The company is broadly diversified across sectors, although it is weighted more toward North America (approximately 70% of revenue pro forma for the inclusion of Bisnode). These business profile characteristics are broadly comparable with Dun & Bradstreet's data analytics peers, the majority of which are solid investment grade. However, Dun & Bradstreet's organic growth profile has historically been muted relative to more highly-rated peers that have consistently grown at mid-single-digits. However, the company had higher single-digit organic constant currency growth in 2020. DNB's operating EBITDA margin was previously about 10 points to 20 points below its peers, and its FCF margin is lower as a result, although the company has made significant strides in improving its margins to a level (approximately 40%), in line with its more highly-rated peers. Fitch establishes a parent-subsidiary relationship between Dun & Bradstreet Holdings, Inc. as parent, assessing it to have a weaker stand-alone credit profile than its operating subsidiary and issuer of Dun & Bradstreet Corporation debt. Fitch assigns the same IDRs given the entities' strong operational and legal ties. No Country Ceiling constraints or Operating Environment influence were in effect for these ratings. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Low- to mid-single-digit adjusted organic constant currency revenue growth in 2021 and mid-single digit assumed annually over the rating horizon thereafter; -- Operating EBITDA margin of approximately 39% in 2021 and 40% to 41% over the rating horizon, reflecting operating leverage; -- Capital expense of $160 million in 2021 line with guidance (exclusive of $77 million headquarters purchase), and a comparable amount annually thereafter; -- Allocation of portion of FCF to tuck-in acquisitions in line with recent acquisition strategy with potential for shareholder return. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total debt with equity credit to operating EBITDA expected to be sustained below 4.0x; -- FCF to total debt with equity credit expected to be sustained above 5%; -- Expectation for sustained organic constant currency growth in excess of low single digit; -- Material voluntary debt reduction. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt with equity credit to operating EBITDA expected to be sustained above 4.5x; -- FCF to total debt with equity credit expected to be sustained below 4%; -- Expectation for flat to negative organic constant currency growth; -- Shift to more aggressive financial policy. 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 and Manageable Debt Structure: Dun & Bradstreet had $234 million in cash and cash equivalents at Sept. 30, 2021. Additionally, following a previous amendment upsizing and extending the maturity of the revolver, Dun & Bradstreet has access to a $850 million revolving credit facility maturing in 2025. Liquidity will be further supported by Fitch's expectation of in excess of $200 million of FCF in 2021 increasing to more than $300 million in 2022 driven by modest organic top-line growth at higher margin, improved collections and working capital dynamics, and lower interest expense. Dun & Bradstreet's maturity schedule is manageable with final maturities now extended to 2029. In December, Dun & Bradstreet issued $460 million of aggregate principal amount of 5.00% senior notes due 2029, the proceeds of which were used to fund the full redemption of the company's outstanding 10.250% senior notes due 2027. ISSUER PROFILE Dun & Bradstreet is a leading data and analytics provider of business information that informs credit and trade decisions among firms and lenders and that also supports sales & marketing efforts. ESG CONSIDERATIONS The Dun & Bradstreet Corporation has an ESG Relevance Score of '4' for Governance Structure due to board independence risk as a result of its complex ownership structure, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DUN & BRADSTREET: S&P Rates $460MM Incremental Sec. Term Loan 'B+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating to New York-based Dun & Bradstreet Corp.'s proposed $460 million incremental senior secured term loan due 2029. The rating is the same as its issuer credit rating, the issue-level ratings on its other senior secured debt, and the rating on the company's parent Dun & Bradstreet Holdings Inc. (D&B). S&P's '3' recovery rating on the company's proposed and existing senior secured term loan reflects the potential for meaningful (50% to 70%; rounded estimate 60%) recovery in the hypothetical default scenario. S&P said, "We expect Dun & Bradstreet Corp. to use the proceeds from the proposed incremental term loan to repay its senior secured notes due 2026 and associated transaction costs. The transaction modestly increases the company's gross debt balance but does not materially change our view of its leverage or financial risk. D&B's leverage was about 6.2x as of the 12 months ended Sept. 30, 2021. "Our rating on D&B reflects its good market position as a data and information services provider for risk and B2B sales and marketing. D&B has a well-known brand and long and well-established track record of operations. We expect the company to continue to pursue acquisitions to complement its organic growth strategy, such as its recent acquisitions of Eyeota and NetWise to supplement its sales and marketing business. We expect the company's leverage will decline to and remain 5x-6x over the next 12 months. We could lower our rating on D&B to 'B' if we expect its adjusted leverage to exceed 6x and FOCF to decline to the 5% area for a prolonged period. "Our simulated default scenario contemplates a default in 2025, primarily because of a combination of operating challenges, increased competition, and higher-than-expected investments to boost its technical capabilities." Simulated default assumptions: -- Year of default: 2025 -- Emergence EBITDA: About $395 million -- Multiple: 6.5x -- Revolving credit facility: 85% drawn at default -- Obligor/nonobligor valuation split: 75%/25% Simplified waterfall: -- Net recovery value for waterfall after 5% administrative expenses: about $2.44 billion -- Value available to senior secured claims: $2.39 billion (includes about $167 million of unpledged value) -- Estimated senior secured claims: $3.9 billion* --Recovery expectations: 50%-70% (rounded estimate: 60%) -- Value available to senior unsecured claims: About $210 million -- Senior unsecured claims: $2.2 billion* (including about $1.7 billion of deficiency secured claims) --Recovery expectations: 0%-10% (rounded estimate: 5%) *All debt claims include six months of prepetition interest. FIVETOWER LLC: Unsecureds to Receive At Least 12% Under Plan ------------------------------------------------------------ FiveTower, LLC, submitted a Second Amended Subchapter V Chapter 11 Plan of Reorganization. Class 1 General Unsecured Claims will receive approximately 12% of their combined allowed claim amounts in the approximate sum of $235,000 through 60 monthly payments. In addition, this class shall receive an additional $60,000 through the Plan on account of the Avoidance Claim Substitution Payments. Class 1 is impaired. Class 2 General Unsecured Claims of Insiders consists of the claims of insiders (Mariotti, Benigni)in the aggregate sum of $113,333.00. Class 2, otherwise entitled to distribution as general unsecured claimants, will not receive any distributions under the Plan but will retain their positions and employment with Debtor. Class 2 is impaired. Class 3 General Unsecured Convenience Class Claims is comprised of any Unsecured Claim under $20,000, exclusive of interest; provided, however, that an Unsecured Convenience Class Claim does not include a Claim of a former or current employee, officer, director, or independent contractor of the Debtor; or a claim on account of a judicial, administrative, or other legal action or proceeding against the Debtor commenced (or that could have been commenced) on or before the Petition Date or during the Chapter 11 case. The eligible Unsecured Convenience Class Claim members as set forth herein will receive their percentage share equal to the recovery of Class 1 General Unsecured Claimants within 60 days of the Effective Date of the Plan. Class 3 is impaired. The Debtor will fund the Plan with funds from its continued operations, including amounts collected from its accounts receivables, cash in hand on the Effective Date. Debtor shall dedicate a portion of its operations and other receivables for funding the plan such that sufficient funds for disbursement of all Allowed Claims in Classes 1 and 3 are available on the Effective Date. As of the Confirmation Date the Debtor shall have funds available in escrow with counsel and additional lines of credit to guarantee timely performance and payments of its obligations throughout the Plan. Additional remedies are set forth below in the Plan's original section 6.8 titled "Breach and Remedies." Counsel to Chapter 11 Debtor: Aleida Martinez Molina, Esq. AXS LAW GROUP, PLLC 2121 NW 2nd Avenue, Suite 201 Miami, Florida 33127 Tel: (305) 297-1878 E-mail: Aleida@axslawgroup.com A copy of the Disclosure Statement dated Dec. 31, 2021, is available at https://bit.ly/3pLEGSb from PacerMonitor.com. About FiveTower LLC FiveTower, LLC sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-17617) on Aug. 2, 2021, disclosing up to $1 million in assets and up to $10 million in liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor tapped Aleida Martinez Molina, Esq., at AXS Law Group, PLLC as bankruptcy counsel; Markowitz Ringel Trusty & Hartog, PA and Richard P. Joblove, P.A. as special counsel; Dinnall Fyne & Co. as financial advisor; and Pinchasik Yelen Muskat Stein, LLC as accountant. HEALTHIER CHOICES: CEO Issues Year-End Letter to Shareholders ------------------------------------------------------------- Healthier Choices Management Corp. released a year-end letter from Jeffrey Holman, its CEO, to the Company's shareholders. The letter follows below and can also be accessed from the Company's website at www.HealthierCMC.com. December 27, 2021 Dear Valued Shareholders, As the end of a very tumultuous year closes, I wanted to take a moment to thank all of our valued shareholders and reiterate some of the things that we hope to accomplish in 2022. As always, one of our primary goals is to enhance shareholder value. We recognize that at year end many investors strategically sell shares of stocks to take year-end losses for tax purposes. This is an inevitable function of the market and our Company's stock is not immune to this. Having said that, in 2022, as I have stated before, we intend to continue our corporate growth initiatives. We will endeavor to (1) grow our revenue base through a larger footprint in brick and mortar, as well as online, (2) expand upon our intellectual property suite, and (3) increase our profitability. We are very excited at the prospect of growing our new segment of health and wellness centers under the Healthy Choice Wellness Center brand. We believe that this is a segment that has the potential to thrive even in these uncertain times brought on by the Covid virus. We also look forward to the federal appellate court reviewing our matter against Phillip Morris, as we believe that legal error was made in the dismissal of our case. Finally, please know that we are exploring potential ways to modify our capital share structure in a way that will be more favorable to our shareholders. In the final two months of 2021, we filed our third quarter results, announced the acquisition of EIR Hydration, and provided two updates on the status of our litigation. All of these can be found on our corporate website at www.HealthierCMC.com under the "News" tab. Please continue to check in periodically for the latest HCMC news. Once again, thank you for your continued support and I wish you all a very happy and healthy 2022. Sincerely, Jeff 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, a net loss of $2.80 million for the year ended Dec. 31, 2019, and a net loss of $13.16 million for the year ended Dec. 31, 2018. 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. HUACHEN ENERGY: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: Huachen Energy Co., Ltd. No. 20 Shouti South Road 3/F, Building 4, Guoxingjiayuan Beijing Haidian District People's Republic of China Business Description: The Debtor is a private thermal power generator in the PRC, owning and operating thermal coal and gas-fired plants as well as renewable energy photovoltaic power plants. Its power generation business is primarily located in the Jiangsu and Henan provinces of the PRC. Foreign Proceeding: No. 1 Intermediate People's Court of Beijing Chapter 15 Petition Date: January 4, 2022 Court: United States Bankruptcy Court Southern District of New York Case No.: 22-10005 Judge: Hon. Lisa G. Beckerman Foreign Representative: Ernst & Young Hua Ming LLP Room 01-12, 17/F Ernst & Young Building Oriental Plaza, No. 1 East Chang'an St Beijing Doncheng District People's Republic of China Foreign Representative's Counsel: Caroline A. Reckler, Esq. Jonathan J. Weichselbaum, Esq. Alexandra M. Zablocki, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Tel: 212-906-1200 Fax: 212-751-4864 Email: caroline.reckler@lw.com jon.weichselbaum@lw.com alexandra.zablocki@lw.com - and - Jeramy D. Webb, Esq. Andrew J. Miller, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Tel: (312) 876-7700 Fax: (312) 993-9767 Email: jeramy.webb@lw.com andrew.miller@lw.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NTYRP5Q/Huachen_Energy_Co_Ltd_and_Ernst__nysbke-22-10005__0001.0.pdf?mcid=tGE4TAMA HYDROCARBON FLOW: Taps Keller Williams as Real Estate Broker ------------------------------------------------------------ The HydroCarbon Flow Specialist, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Keller Williams Realty to market and sale its property located at 1608 Lisa Lane, Terry, Miss. The firm will receive a commission of 5 percent of the selling price of the property at closing. Stephanie Remore, the firm's real estate broker who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stephanie Remore Keller Williams Realty 7708 Old Canton rd Madison, MS 39110 Mobile: 6017065959 Office: 6017065959 About The HydroCarbon Flow Specialist Patterson, La.-based The HydroCarbon Flow Specialist, Inc. and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Lead Case No. 21-50420) on July 7, 2021. Owen T. Risher, registered agent and director, signed the petition. At the time of the filing, HydroCarbon Flow Specialist listed up to $500,000 in assets and up to $50 million in liabilities. Judge John W. Kolwe oversees the cases. Bradley L. Drell, Esq., and Heather M. Mathews, Esq., at Gold, Weems, Bruser, Sues & Rundell are the Debtors' bankruptcy attorneys. Wright, Moore, DeHart, Dupuis & Hutchinson, LLC and Postlethwaite & Netterville, APAC serve as the Debtors' accountant and financial advisor, respectively. ION GEOPHYSICAL: S&P Downgrades ICR to 'D' on Missed Payments ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based marine seismic data company ION Geophysical Corp. to 'D' from CCC'. S&P also lowered its issue-level rating on the company's senior secured notes due 2025 to 'D' from 'CCC'. The downgrade reflects ION Geophysical's missed interest and principal payments on its 8% senior secured notes due 2025 and its 9.125% unsecured notes due 2021. The company is discussing strategic alternatives with its advisors, and S&P believes these discussions will likely result in a comprehensive debt restructuring or a bankruptcy filing. JUST RELAX MASSAGE: Continued Operations to Fund Plan ----------------------------------------------------- Just Relax Massage and Spa, LLC, and Damico's, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Joint Plan of Reorganization dated Dec. 27, 2021. Just Relax Massage and Spa, LLC operates a massage and spa parlor in Springhill, Florida. Just Relax operates its business through the retention and use of independent contractors as labor who are paid in the ordinary course by Just Relax. After fallout from COVID-19, the Debtors saw increased strain on its liquidity due to the pandemic's effects on demand and government regulation. The Debtors filed the Chapter 11 Cases to reorganize their capital structures, facilitate a wholistic reorganization, and provide the best possible recovery for their stakeholders. The Debtors believe that this Plan reflects the best possible outcome, and it contemplates the winding down of Damico's and the continued operations of Just Relax. Class 1 consists of all Allowed General Unsecured Claims against the Debtors. Holders of Allowed Class 1 Claims shall receive payment from the Creditor Distribution Account. On the Effective Date, the Debtors shall establish the Creditor Distribution Account, which shall comprise of the following assets: (i) the Effective Date Distributable Cash; and (ii) the Debtor's Projected Disposable Income deposited each month after the close of each calendar month following the Effective Date. Distribution from the Creditor Distribution Account shall be paid each month after the close of each calendar quarter following the Effective Date over a term of three years commencing after the Effective Date. Distributions shall be made pro rata to Allowed Class 1 Claimholders. The Debtors shall file a quarterly report detailing their actual Disposable Income for each calendar quarter (which Disposable Income will be calculated using a cash basis method of accounting). In the event the Debtors' Bankruptcy Cases are closed, each allowed Class 1 Claimholder may request reasonable financial information from the Debtors to verify the calculation of Class 1 payment. The maximum Distribution to Class 1 Claimholders shall be equal to the total amount of Class 1 Claims, and no Class 1 Holder shall receive an amount greater than the amount of its Allowed Unsecured Claim. Class I is Impaired. Class 2 consists of all equitable interests in the Debtor. All Class 2 Interests shall be retained in the same proportion existing as of the Petition Date. Class 2 is Unimpaired. The Plan contemplates that Just Relax will continue to manage and operate its business in the ordinary course, but with restructured debt obligations. Additionally, on the Effective Date, the Debtor will cause and fund the Creditor Distribution Account. The Debtors shall continue to review their financial affairs to determine if there are any viable Causes of Action within ninety (90) days of the Effective Date. Any such identified Cause of Action or potential Cause of Action shall be disclosed to Class 1 Claimholders and the Subchapter V Trustee prior to such period of time. Funds generated from operations through the Effective Date will be used for Plan Payments; however, the Debtors' cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Joint Plan dated Dec. 27, 2021, is available at https://bit.ly/3EVX9zu from PacerMonitor.com at no charge. Proposed Counsel to the Debtors: PACK LAW Joseph A. Pack Email: joe@packlaw.com Florida Bar No. 117882 Jessey J. Krehl Email: jessey@packlaw.com Florida Bar No. 10258 51 Northeast 24th Street, Suite 108 Miami, Florida 33137 Telephone: (305) 916-4500 About Just Relax Massage and Spa Just Relax Massage and Spa, LLC, filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-04234) on Aug. 13, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge Caryl E. Delano oversees the case. Joseph A. Pack, Esq., at Pack Law, and Suncoast CPA Group, PLLC serve as the Debtor's legal counsel and accountant, respectively. K&L AG GROUP: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel ----------------------------------------------------------------- K&L Ag Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C. to serve as legal counsel in its Chapter 11 case. The Debtor needs the firm's legal assistance to liquidate its assets, reorganize the claims of its bankruptcy estate, and determine the validity of claims asserted against the estate. The firm's hourly rates are as follows: Eric A. Liepins $275 per hour Paralegals and Legal Assistants $30 - $50 per hour The firm received a retainer of $5,000, plus the filing fee. It will seek reimbursement for out-of-pocket expenses. In court papers, Eric Liepins, Esq., the sole shareholder of the law firm, disclosed that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About K&L Ag Group K&L Ag Group, LLC, a Royce City, Texas-based company engaged in the business of highway, street, and bridge construction, sought Chapter 11 protection (Bankr. N.D. Texas Case No. 20-32930) on Nov. 25, 2020. Karen Mynar, authorized officer and member, signed the petition. At the time of the filing, the Debtor listed as much as $10 million in both assets and liabilities. Judge Michelle V. Larson oversees the case. The Rossini Law Firm, led by William P. Rossini, Esq., serves as the Debtor's legal counsel. KING STREET: Obtains Court's CCAA Initial Stay Order ---------------------------------------------------- On Nov. 6, 2021, King Street Company Inc., The King Street Hospitality Group Inc., Bonta Trading Co. Inc., 2268218 Ontario Inc., 1733667 Ontario Limited, The King Street Food Company Inc., The King Street Restaurant Company Inc., 2112047 Ontario Ltd., Ji Yorkdale Inc., Ji Square One Inc., 1771669 Ontario Inc., Cxbo Inc., 2608765 Ontario Inc., 2272224 Ontario Inc., 2327729 Ontario Inc., 2577053 Ontario Inc., 2584858 Ontario Inc., 2621298 Ontario Inc., 2641784 Ontario Inc., and 2656966 Ontario Inc. ("KSF Group" or "Companies"), sought and obtained from The Ontario Superior Court of Justice (Commercial List) an order ("Initial Order") under the Companies' Creditors Arrangement Act ("CCAA"). Pursuant to The Initial Order, MNP Ltd. has been appointed as CCAA monitor. KSF Group filed an assignment on the Dec. 9, 2021, and MNP Ltd. was appointed as the Licensed Insolvency Trustee. For further information in relation to the Bankruptcy of King Street Restaurant Group, visit https://tinyurl.com/bd9ernet. A first meeting of creditors is scheduled on Jan. 7, 2022, at 10:00 a.m. (Toronto Time) by video conference (via Microsoft Teams). To join the meeting, connect by these: Toll free: (877) 252-9279; Audio Conference ID: 581-310-661 or through MS Teams video all at https://msteams.link/UY9H video conference ID: 111-612-171-3. Monitor can be reached at: MNP Ltd. Attn: Sheldon Title 111 Richmond Street West Toronto, Ontario M5H 2G4 Tel: (416) 263-6945 Fax: (416) 323-5240 Email: sheldon.title@mnp.ca Counsel to the Monitor: Miller Thomson LLP 40 King Street West Suite 5800 Toronto, Ontario M5H 4A9 Bobby Sachdeva Tel: (905) 532-6670 Email: bsachdeva@millerthomson.com Craig Mills Tel: (416) 595-8596 Email: cmills@millerthomson.com Counsel to King Street: Gowling WLG (Canadian) LLP 1 First Canadian Place 100 King Street West Suite 1600 Toronto, Ontario M5X 1G5 Virginie Gauthier Tel: (416) 844-5391 Email: virginie.gauthier@gowlingwlg.com Thomas Gertner Tel: (416) 369-4618 Fax: (416) 862-7661 Email: thomas.gertner@gowlingwlg.com Toronto, Ontario-based King Street Restaurant Group -- http://kingstreetfood.com/-- operates eight restaurants under various brands including Jacobs & Co, Buca, Bar Buca, La Banane, CXBO and Jamie's Italian. KNOW LABS: Incurs $25.4 Million Net Loss in FY Ended Sept. 30 ------------------------------------------------------------- Know Labs, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $25.36 million on zero revenue for the year ended Sept. 30, 2021, compared to a net loss of $13.56 million on $121,939 of revenue for the year ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $12.89 million in total assets, $11.47 million in total current liabilities, $178,170 in total non-current liabilities, and $1.24 million in total stockholders' equity. The Company had cash of approximately $12,258,000 and net working capital of approximately $10,093,000 (net of convertible notes payable and right of use asset and liabilities) as of Sept. 30, 2021. The Company has experienced net losses since inception and it expects losses to continue as it commercializes its ChromaID technology. As of Sept. 30, 2021, the Company had an accumulated deficit of $81,326,000 and net losses in the amount of $25,360,000, and $13,563,000 for the years ended Sept. 30, 2021 and 2020, respectively. The Company incurred non-cash expenses of $17,701,000 and $9,366,000 during the years ended Sept. 30, 2021 and 2020, respectively. On March 15, 2021, the Company closed private placement for gross proceeds of $14,209,000 in exchange for issuing Subordinated Convertible Notes and 3,552,250 Warrants in a private placement to accredited investors, pursuant to a series of substantially identical Securities Purchase Agreements, Common Stock Warrants, and related documents. The Convertible Notes will be automatically converted to the Company's Common Stock at $2.00 per share on the one year anniversary starting on March 15, 2022. The Convertible Notes had an original principal amount of $14,209,000 and bear annual interest of 8%. Both the principal amount and the interest are payable on a payment-in-kind basis in shares of the Company's Common Stock. The Company believes that its cash on hand will be sufficient to fund its operations through Dec. 31, 2023. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1074828/000165495421013414/knwn_10k.htm About Know Labs Know Labs, Inc., was incorporated under the laws of the State of Nevada in 1998. Since 2007, the Company has been focused primarily on research and development of proprietary technologies which can be used to authenticate and diagnose a wide variety of organic and non-organic substances and materials. The Company's Common Stock trades on the OTCQB Exchange under the symbol "KNWN." KOSMOS ENERGY: Lisa Davis Won't Stand for Re-Election as Director ----------------------------------------------------------------- Lisa A. Davis informed Kosmos Energy Ltd. of her decision not to stand for re-election to the board of directors at the conclusion of her current term which expires at the company's 2022 annual shareholders meeting. Ms. Davis' decision is not due to any disagreement with the company's operations, policies or practices, as disclosed in a Form 8-K filed by Kosmos with the Securities and Exchange Commission. In order to provide for an orderly board member succession, Kosmos' Nominating and Corporate Governance Committee will identify a successor candidate for nomination to the company's board and election by shareholders at the company's next annual shareholders meeting. About Kosmos Energy Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. The Company's key assets include production offshore Ghana, Equatorial Guinea and the U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. The Company also maintains a sustainable proven basin exploration program in Equatorial Guinea, Ghana and the U.S. Gulf of Mexico. Kosmos is listed on the NYSE and LSE and is traded under the ticker symbol KOS. Kosmos Energy reported a net loss of $411.58 million in 2020, a net loss of $55.78 million in 2019, a net loss of $93.99 million in 2018, and a net loss of $222.79 million in 2017. As of Sept. 30, 2021, the Company had $4.15 billion in total assets, $461.74 million in total current liabilities, $3.41 billion in total long-term liabilities, and $286.75 million in total stockholders' equity. LA OAXAQUENA: Case Summary & Three Unsecured Creditors ------------------------------------------------------ Debtor: La Oaxaquena, LLC 3083 Breckinridge Blvd Suite 190 Duluth, GA 30096 Business Description: La Oaxaquena LLC is part of the restaurants industry. Chapter 11 Petition Date: January 5, 2022 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 22-50127 Debtor's Counsel: Will Geer, Esq. WIGGAM & GEER, LLC 50 Hurt Plaza, SE, Suite 1150 Atlanta, GA 30303 Tel: 404-233-9800 Email: wgeer@wiggamgeer.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ana Lopez Garcia, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LHXPDGQ/La_Oaxaquena_LLC__ganbke-22-50127__0001.0.pdf?mcid=tGE4TAMA LINCOLN AVENUE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Lincoln Avenue, LLC 105 Lincoln Avenue Buena Vista Township, NJ 08310 Business Description: Lincoln Avenue, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 5, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-10100 Debtor's Counsel: E. Richard Dressel, Esq. LEX NOVA LAW, LLC 10 E. Stow Road Suite 250 Marlton, NJ 08053 Tel: 856-382-8211 Fax: 856-406-7398 E-mail: rdressel@lexnovalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Louis Sacco as member. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FEOI5JQ/Lincoln_Avenue_LLC__njbke-22-10100__0001.0.pdf?mcid=tGE4TAMA LIQUIDMETAL TECHNOLOGIES: Hires BF Borgers CPA as New Auditor ------------------------------------------------------------- The audit committee of the board of directors of Liquidmetal Technologies, Inc. approved the engagement of BF Borgers CPA, PC as the independent registered public accounting firm for its fiscal year ending Dec. 31, 2021. The engagement took effect on Dec. 16, 2021, the date on which the company transmitted the executed engagement letter to BF Borgers. Accordingly, SingerLewak LLP, which had served as the company's independent registered public accounting firm since 2011, was dismissed as of Dec. 15, 2021 by the audit committee. During the company's fiscal years ended Dec. 31, 2020 and 2019, and for the subsequent interim period through Dec. 21, 2021 (the date of filing this Current Report on Form 8-K), there were no: (i) disagreements (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with SingerLewak on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedures, which disagreements if not resolved to SingerLewak's satisfaction would have caused the firm to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act. During its fiscal years ended Dec. 31, 2020 and 2019, and for the subsequent interim period through Dec. 21, 2021 (the date of filing this Current Report on Form 8-K), neither Liquidmetal nor anyone on behalf of the company consulted with BF Borgers regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the company's financial statements, or (ii) any matter that was either the subject of a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K. SingerLewak's audit report on Liquidmetal's consolidated financial statements as of and for the years ended Dec. 31, 2020 and 2019, contained no adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope, or accounting principles. About Liquidmetal Technologies Lake Forest, California-based Liquidmetal Technologies, Inc. -- http://www.liquidmetal.com-- is a materials technology company that develops and commercializes products made from amorphous alloys. The Company's family of alloys consists of a variety of bulk alloys and composites that utilize the advantages offered by amorphous alloys technology. The Company designs, develops and sells products and custom parts from bulk amorphous alloys to customers in a wide range of industries. The Company also partners with third-party manufacturers and licensees to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss of $2.64 million for the year ended Dec. 31, 2020, compared to a net loss of $7.43 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $37.02 million in total assets, $2.05 million in total liabilities, and $34.97 million in total shareholders' equity. LTL MANAGEMENT: Asks Court to Reinstate Talc Claimants' Committee ----------------------------------------------------------------- LTL Management, LLC asked the U.S. Bankruptcy Court for the District of New Jersey to reinstate the official committee of talc claimants appointed in its Chapter 11 case. The U.S. Trustee for Region 3 overseeing the administration of LTL's bankruptcy case reconstituted the talc claimants' committee last month and created two separate committees –- one for ovarian cancer claimants and the other for mesothelioma claimants. LTL's attorney, Paul DeFilippo, Esq., at Wollmuth Maher & Deutsch, LLP, said mesothelioma claimants do not need their own committee. "As of the filing of this case, mesothelioma claimants comprised only 1 percent of the talc claims being asserted against [LTL]. Yet such claimants had 36 percent of the membership of the [committee] and, thus, were well represented," Mr. DeFilippo said in court papers. The attorney also argued the U.S. trustee cannot unilaterally alter the court order, which created the talc claimants' committee, by disbanding or reforming the committee. "Only this court has that power as to the [talc claimants' committee], a committee created by court order. As a result, the notice is invalid," Mr. DeFilippo said, referring to the Dec. 23 notice filed by the U.S. trustee announcing the reconstitution of the committee. The U.S. Bankruptcy Court for the Western District of North Carolina, the court initially assigned to oversee LTL's case, approved the formation of an 11-member talc claimants committee on Nov. 8. A group of claimants, however, criticized the composition of the committee, saying additional ovarian cancer claimants should be appointed to the committee since there were approximately 38,000 ovarian cancer cases pending against LTL while there were only 430 or more mesothelioma cases pending when the company filed its bankruptcy case. The group is composed of approximately 500 claimants who were diagnosed with ovarian cancer linked to talc-based products of Johnson & Johnson, the parent company of LTL Management. The group has been pursuing claims against J&J. 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, Rayburn Cooper & Durham, P.A. and Wollmuth Maher & Deutsch, LLP 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; and Massey & Gail, LLP and Parkins Lee & Rubio, LLP as special counsel. Houlihan Lokey Capital, Inc. serves as the committee's investment banker. 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. MONTY TWO EAST: The Hayworth Set for Auction on Jan. 18 ------------------------------------------------------- Pursuant to (a) Section 9-610 of the Uniform Commercial Code as adopted in the State of New York, (b) that certain (i) amended and restated mezzanine loan and security agreement ("mezzanine agreement"), by and among Moo Three LLC ("Mezzanine Borrower") and 86th Street Lender LLP as administrative agent for and on behalf of the lenders thereunder ("Lenders")("Secured Party"); (ii) amended and restated senior loan and security agreement ("senior loan agreement"), by and among Monty Two East 86th Street Associates LLC ("Monty Two"), and Monty Three Street East 86th Street Associates LLC ("Monty Three"), administrative agent and lenders; (iii) amended and restated building loan and security agreement ("building loan agreement"), by and among Mortgage Borrower, administrative agent and lenders; and (iv) amended and restated project loan and security agreement ("project loan agreement"), by and among Mortgage Borrower, administrative agent and lenders; and (v) pledged and security agreement between mezzanine borrower and administrative agent, Secured Party will offer for sale to the public in a public auction to be conducted both in person and via audio/video conference to the live auction: (a) 100% of the limited liability company interest in the Mortgage Borrower ("pledged entity"); and (b) certain related rights and property relating thereto including without limitation, that certain property known as The Hayworth located at 1289 Lexington Avenue at the Northeast corner of 86th Street (155 East 86th Street)("pledged collateral"). The mezzanine loan is subordinate to the mortgage loan on the property in the cumulative original principal amount of $138,000,000. The pledged collateral is being sold on an "as is where is" basis. The sale of the collateral will take place on Jan. 18, 2022, at 10:00 a.m. New York Time, in the offices of Cushman & Wakefield, 1290 Avenue of the Americas, New York, NY 10104-6178. Qualified bidders for the pledged collateral that have timely made the required deposit will be provided with audio/video teleconference dial-in information necessary to participate in the auction electronically and confirmation whether the public will also be held in person, subject to the foregoing provisions. The public sale will be conducted by either Richard B. Maltz, or David A. Constantino, each of Maltz Auctions. All inquiries should be made to Cushman & Wakefield to the attention of Amy Brooks (amy.brooks@cushwake.com; Direct: (212) 841-7728 / Mobile: (516) 578-2984). MOUNTAIN PROVINCE: Provides More Detail on Proposed New Financing ----------------------------------------------------------------- Mountain Province Diamonds Inc. announced further details regarding its proposed financing arrangement involving its largest shareholder, Mr. Dermot Desmond. While the arrangements are non-binding, Mountain Province is working with its largest shareholder, Mr. Dermot Desmond, to reach binding agreements in early 2022. The Proposed Arrangement is subject to, among other things, finalization of the specific terms thereof, negotiation and execution of definitive documentation, receipt of all required regulatory approvals, and the approval of the Company's disinterested shareholders. As described in a news release disseminated on Dec. 29, 2021, the Proposed Arrangement envisions a financing package which would provide US$50M that is subordinate to existing bonds. This new debt, as currently proposed, would bear an interest rate of 8% per annum, paid semi-annually until Dec. 15, 2022. Following this date, the interest rate would be 2% above the margin on the second lien notes then outstanding. The maturity date of this new debt would be Dec. 15, 2027. The Company notes that its existing US$25M first lien revolving facility which matures on March 31, 2022 is currently undrawn but is expected to be utilized in the upcoming weeks as the 2022 winter ice road to resupply the Gahcho Kué mine gets underway. Operating in Canada's far north requires that all major supplies for the year are moved via an ice-road, leading to higher working capital requirements in the first half of the year, and lower requirements in the second half. Given this, by the end of 2022 the Company currently envisages to have an additional US$50M in cashflow to assist in its broader debt restructure. As a part of the new financing package, 41 million share warrants at an exercise price of C$0.78 per common share are contemplated to be provided to the provider of the new facility, with the exercise price representing a 13% premium to the 5-day VWAP prior to the execution of the term sheet setting out the terms of the Proposed Arrangement, subject to TSX and regulatory approval. These warrants would expire on Dec. 15, 2027. It is expected that the provider of the new facility will be an entity ultimately beneficially owned by Mr. Desmond. Mark Wall, the Company's president and chief executive officer, commented: "We're pleased to provide the market with further details on the proposed arrangement with our largest shareholder and stalwart supporter of the company, Mr. Dermot Desmond. As we drive towards the broader solution to the bonds maturing on December 15, 2022 the confidence of our largest shareholder will be critical in bringing this matter to a successful conclusion. The macro diamond market is also in our favor as we see the demand for Gahcho Kue diamonds continuing to rise as we fill the supply gap opened up by the depletion of the closed Argyll mine inventory. When looked at as a whole, we have a fantastic operating asset in Gahcho Kue, in Canada, as well as some 107,000 hectares of highly prospective ground which is 100% owned by Mountain Province Diamonds and completely surrounds the existing mine infrastructure, setting up the foundation for a profitable and long-life mining company." The Proposed Arrangement is subject to the requirements imposed on related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Proposed Arrangement is also subject to the approval of the Toronto Stock Exchange and the approval of the Company's disinterested shareholders in accordance with MI 61-101 and the rules of the TSX. The Proposed Arrangement remains non-binding and subject to execution of definitive documentation and the approvals described above. There can be no assurance that the Proposed Arrangement will be completed on the terms described herein or at all. About Mountain Province Mountain Province Diamonds Inc. is a 49% participant with De Beers Canada in the Gahcho Kue diamond mine located in Canada's Northwest Territories. The Gahcho Kue Joint Venture property consists of several kimberlites that are actively being mined, developed, and explored for future development. The Company also controls 106,202 hectares of highly prospective mineral claims and leases that surround the Gahcho Kue Joint Venture property that include an indicated mineral resource for the Kelvin kimberlite and inferred mineral resources for the Faraday kimberlites. Mountain Province reported a net loss of C$263.43 million for the year ended Dec. 31, 2020, compared to a net loss of C$128.76 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had C$595.33 million in total assets, C$75.73 million in current liabilities, C$374.71 million in secured notes payable, C$750,000 in lease liabilities, C$70.44 million in decommissioning and restoration liability, and C$73.70 million in total shareholders' equity. Toronto, Canada-based KPMG LLP, the Company's auditor since 1999, issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. MOUTHPEACE DENTAL: Unsecureds to Get Full Payment Under Plan ------------------------------------------------------------ Mouthpeace Dental, LLC, submitted a Disclosure Statement for the Amended Plan of Reorganization dated Dec. 28, 2021. The Plan provides for the payment in full of all secured, priority, and general unsecured claims (except insider claims) and retention of equity interests in the Debtor. Class 1 consists of the Secured Claim of the Bank of America. BOA holds a first-priority lien on certain of the Debtors' assets. The Debtor estimates that the value of the assets is approximately $60,670.00 and proposes that BOA may have an allowed secured claim in that amount, with the remainder of its claim being treated as a General Unsecured Claim. The Debtor proposes to pay the secured amount of the claim over seven years, plus 5% interest, with an initial payment of $10,857.50 and an estimated monthly payment of approximately $715.00 thereafter, until BOA's secured claim is paid in full. Class 3 consists of the Secured Claim of Stearns Bank. Stearns holds a first priority lien on certain equipment. The Debtor estimates that the value of this equipment is approximately $15,000.00 and proposes that Stearns may have an allowed secured claim in that amount, with the remainder of its claim being treated as a General Unsecured Claim. The Debtor proposes to pay the secured amount of the claim over seven years, plus 4% interest, with an estimated monthly payment of approximately $206.00. Class 5 consists of the Secured Claim of Dell Financial Services, L.L.C. Dell holds a first-priority lien on certain computer equipment. The Debtor proposes that the Dell claim be allowed in the amount of $1,450.00 and that it be treated as fully secured. The Debtor would make payments under the plan of approximately $20.00 per month, which would pay Dell's secured claim in full over seven years plus 4% interest. Class 6 consists of General Unsecured Claims. The Debtor estimates, based on its schedules and proofs of claims that have been filed, that there are approximately $672,769.00 in general unsecured claims, which includes the estimated deficiency claims of BOA, the SBA, Stearns, and ProHealth, and accounts for likely claims objection(s). The Debtor proposes to pay all General Unsecured Claims in full by making quarterly payments of approximately $24,027 over seven years, with such payments totaling approximately $672,769, to holders of allowed General Unsecured Claims. Under the Plan, General Unsecured Claims (including deficiency claims) will be paid in full. Dr. Syretta Wells holds 100% of the equity interests in the Debtor and would continue to hold such interests after the Plan becomes effective. However, Dr. Wells will not be allowed to take any distributions from the Debtor on account of her equity interest in the Debtor (though she may still receive a reasonable market-rate salary) unless and until all other distributions contemplated under the Plan have been made. Dr. Wells is contributing new value to the Debtor in exchange for the ability to retain her equity interests (though she may be able to do so in any event because creditors are being paid in full). The cash distributions contemplated by the Plan shall be funded by cash generated in the operation of the Reorganized Debtor's business and by a cash infusion from the Debtor's principal for the total sum of $50,000 on or before the Effective Date, plus additional funding from the Debtor's principal in the amounts necessary to pay the operating expenses of the Reorganized Debtor and the Plan payments, if needed. A full-text copy of the Disclosure Statement dated Dec. 28, 2021, is available at https://bit.ly/3zyt8oC from PacerMonitor.com at no charge. Attorneys for the Debtor: William A. Rountree Benjamin R. Keck Taner N. Thurman ROUNTREE LEITMAN & KLEIN, LLC Century Plaza I 2987 Clairmont Road, Suite 175 Atlanta, Georgia 30329 Tel: (404) 584-1238 E-mail: wrountree@rlklawfirm.com bkeck@rlklawfirm.com tthurman@rlklawfirm.com About Mouthpeace Dental Mouthpeace Dental, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-72289) on Dec. 3, 2020. Syretta Wells, sole shareholder, signed the petition. In the petition, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $1 million. Judge Barbara Ellis-Monro oversees the case. Rountree Leitman & Klein, LLC and Carroll & Company, CPAs, P.C., serve as the Debtor's legal counsel and accountant, respectively. Bank of America, N.A., as lender, is represented by: Beth E. Rogers, Esq. Rogers Law Offices 100 Peachtree Street, Ste. 1950 Atlanta, GA 30303 Tel: 770-685-6320 Fax: 678-990-9959 Email: brogers@berlawoffice.com MY SIZE: Five Proposals Approved at Annual Meeting -------------------------------------------------- My Size, Inc. held its Annual Meeting on Dec. 30, 2021, at which the stockholders: (1) elected Ronen Luzon, Arik Kaufman, Oren Elmaliah, Oron Braniztky, and Guy Zimmerman as directors to serve on the Company's board of directors until the 2022 annual meeting of stockholders or until their successors are elected and qualified; (2) approved the Company's Stockholder Rights Plan; (4) approved an amendment to the Company's Certificate of Incorporation to increase the authorized number of shares of the Company's Common Stock from 100,000,000 shares to 250,000,000 shares; (5) approved an amendment to the 2017 Plan to increase the reservation of common stock for issuance thereunder to 5,770,000 shares from 1,450,000 shares; and (6) ratified the appointment of Somekh Chaikin as the Company's independent public accountant for the fiscal year ending Dec. 31, 2021. With respect to Proposal 3 regarding the amendment to the Company's Amended and Restated Certificate of Incorporation to classify the board of directors into three classes with staggered three-year terms, the Annual Meeting was adjourned to today, at 10:00 a.m. Eastern Time. The adjourned Annual Meeting will be held at the Offices of Barnea Jaffa Lande & Co Law Offices, located at 58 HaRakevet Street, Tel Aviv 6777016, Israel. The purpose of the adjournment is to allow additional time for the Company's stockholders to vote on Proposal 3. About My Size Headquartered in Airport City, Israel, My Size, Inc. -- www.mysizeid.com -- is a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals, including the e-commerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing its sophisticated algorithms within its proprietary technology, the Company can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe. My Size reported a net loss of $6.16 million for the year ended Dec. 31, 2020, compared to a net loss of $5.50 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $4.97 million in total assets, $1.88 million in total liabilities, and $3.09 million in total stockholders' equity. Tel Aviv, Israel-based Member Firm of KPMG International, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Three Proposals Passed at Annual Meeting ----------------------------------------------------------------- NovaBay Pharmaceuticals, Inc.'s Special Meeting of Stockholders has been adjourned until Jan. 14, 2022 at 11:00 a.m. Pacific time in order to provide stockholders additional time to vote on one proposal, which is a proposal to approve an amendment to the NovaBay Amended and Restated Certificate of Incorporation to effect an increase in authorized common stock from 100,000,000 shares to 150,000,000 shares. The proposal has received significant support based on the shares that have been voted by stockholders. As of the Special Meeting of Stockholders, approximately 83.5% of the shares that had been voted on this proposal were voted in its favor. However, the favorable votes were less than 50% of all outstanding shares of common stock, which is the minimum threshold required to approve this proposal. The Board of Directors continues to believe that the approval of this proposal is in the best interests of NovaBay and its stockholders, and one of the leading independent proxy voting advisory groups, Institutional Shareholder Services, recommended that stockholders vote for this proposal. All other proposals presented for consideration at the Special Meeting of Stockholders only required a majority of the votes present in person or by proxy as long as a quorum was present and all such other proposals passed on Dec. 17, 2021. Specifically, the stockholders: (1) approved, in accordance with NYSE American LLC Company Guide Section 713(a) and (b), both (i) the issuance of 37,500,000 shares of NovaBay's common stock, par value $0.01, upon conversion of 15,000 shares of NovaBay's Series B Non-Voting Convertible Preferred Stock, par value $0.01, subject to the potential increase in the number of Conversion Shares due to applicable anti-dilution adjustments, and (ii) the issuance of 37,500,000 shares of NovaBay's common stock upon the exercise of NovaBay common stock warrants, subject to the potential increase in the number of Warrant Shares due to applicable anti-dilution adjustments; (2) ratified the appointment by the Company's Audit Committee of WithumSmith+Brown, PC as its independent registered public accounting firm for the fiscal year ending Dec. 31, 2021; and (3) approved the adjournment of the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting. Adjournment of Special Meeting of Stockholders The adjourned meeting will be held in a virtual format and stockholders will be able to listen and participate in the virtual special meeting, as well as vote and submit questions during the live webcast of the meeting by visiting http://www.virtualshareholdermeeting.com/NBY2021SMand entering the 16‐digit control number included in your proxy card. NovaBay encourages any stockholder as of the record date of Oct. 25, 2021 who has not yet voted its shares on the pending proposal or is uncertain if their shares have been voted on the proposal to contact their broker or bank to vote their shares. The Board of Directors and management requests that these stockholders consider and vote their proxies as soon as possible on this proposal, but no later than Jan. 13, 2022 at 11:59 p.m. Eastern time. Stockholders who have previously submitted their proxy or otherwise voted on the proposal at the Special Meeting of Stockholders and who do not want to change their vote need not take any action. For questions relating to the voting of shares or to request additional or misplaced proxy voting materials, please contact NovaBay's proxy advisory group for assistance in voting your shares U.S. Toll Free at 855-643-7304. As described in the Proxy Statement, a stockholder may use one of the following simple methods to vote their shares of common stock, or change their previously submitted vote, before the Jan. 14, 2022 adjourned meeting with respect to the pending proposal: * By Internet – www.proxyvote.com. If you have Internet access, you may transmit your voting instructions up until 11:59 p.m., Eastern time, the day before the adjourned Special Meeting date, that is, Jan. 13, 2022. Go to www.proxyvote.com. You must have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. * By telephone – 1-800-690-6903. You may vote using any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern time, the day before the adjourned Special Meeting date, that is, Jan. 13, 2022. Call 1-800-690-6903 toll free. You must have your proxy card in hand when you call this number and then follow the instructions. * By mail - Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided. Votes must be received by 11:59 p.m. Eastern time on Jan. 13, 2022 to be counted. After this time, votes can only be cast during the adjourned Special Meeting on Jan. 14, 2022 at 11:00 a.m. Pacific time at http://www.virtualshareholdermeeting.com/NBY2021SM. 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. OBLONG INC: Extends Warrants Termination Date to Jan. 2023 ---------------------------------------------------------- Oblong, Inc., on June 30, 2021, completed a public offering of warrants to purchase 1,000,000 shares of the Company's common stock, par value $0.0001 per share, at an exercise price of $4.00 per share. On Dec. 31, 2021, the Company agreed with all the holders of Series A Warrants to amend the terms of the Series A Warrants to extend the Termination Date from Jan. 4, 2022 to Jan. 4, 2023. All other terms of the Series A Warrants will remain in full force and effect. About Oblong Inc. Oblong, Inc. -- www.oblong.com -- was formed as a Delaware corporation in May 2000 and is a provider of patented multi-stream collaboration technologies and managed services for video collaboration and network applications. Oblong reported a net loss of $7.42 million for the year ended Dec. 31, 2020, compared to a net loss of $7.76 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $31.70 million in total assets, $3.55 million in total liabilities, and $28.15 million in total stockholders' equity. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company has incurred losses and expects to continue to incur losses. These conditions raise substantial doubt about its ability to continue as a going concern. OMNIQ CORP: All Three Proposals Approved at Annual Meeting ---------------------------------------------------------- Omniq Corp. held its annual meeting of shareholders, at which the shareholders: (i) elected Shai S. Lustgarten, Andrew J. MacMillan, Neev Nissenson, Yaron Shalem, Guy Elhanani, and Itzhak Almog as members of the board of directors of the Company to serve until the next annual meeting to be held in 2022 or until their successors have been duly elected and qualified; (ii) ratified the appointment of Haynie & Company to serve as the Company's independent registered public accounting firm for fiscal year 2021; and (iii) approved the adoption of the Company's 2021 Equity Incentive Plan. 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. PLAYA HOTELS: Signs New Employment Agreements With 3 Executives --------------------------------------------------------------- Playa Hotels & Resorts N.V. entered into a new employment agreement with each of Bruce Wardinski, chairman, president and chief executive officer; Ryan Hymel, executive vice president and chief financial officer; and Tracy M.J. Colden, executive vice president and general counsel. Each employment agreement replaces the applicable executive officer's existing employment agreement. The employment agreement for Mr. Wardinski provides for, among other things, an initial three-year term, an annual base salary of $775,000, target and maximum annual cash incentive compensation of 150% and 300% of base salary, respectively, eligibility to participate in the annual equity incentive plan, severance protections for a termination without cause or resignation with good reason equal to two times base salary plus target annual cash incentive compensation (which protections are enhanced to 2.99 times if termination follows a change of control), severance protections in the event of a non-renewal of the employment agreement equal to six-months of base salary, limited severance protections in the event of a resignation without good reason within 60 days of a change of control equal to three months base salary, and customary restrictive covenants, including non-compete and non-solicit covenants. Prior to receiving any severance payments Mr. Wardinski would be required to execute a customary separation agreement. The employment agreements for Mr. Hymel and Ms. Colden provide for, among other things, an initial three-year term, target cash incentive compensation of 100% of base salary, eligibility to participate in the annual equity incentive plan, customary severance protections for terminations without cause or as a result of death or disability (which are enhanced if termination follows a change of control), and customary restrictive covenants, including non-compete and non-solicit covenants. Separation Agreement with Kevin Froemming As previously disclosed, Playa Hotels & Resorts N.V. is not renewing the employment contract of Kevin Froemming, the Company's chief commercial officer. Mr. Froemming's last day of employment will be Jan. 5, 2022. On Dec. 15, 2021, the Company and Mr. Froemming entered into a separation agreement. The Agreement provides, among other things, that (i) Mr. Froemming shall execute a general release of all claims against the Company, (ii) Mr. Froemming will be eligible to receive a discretionary bonus for his 2021 service, (iii) Mr. Froemming will be entitled to severance equal to $445,000 (12 months of his current base salary) if he does not revoke the Release and complies with the material terms of the Agreement, including the restrictive covenants described below, (iv) for purposes of Mr. Froemming's outstanding Company equity awards, his termination of service will be treated as a termination without cause, (v) that Mr. Froemming will cooperate with the Company to effect the orderly transition of his responsibilities, (vi) that Mr. Froemming shall remain subject to the confidentiality, non-compete and non-solicit restrictive covenants set forth in his current employment contract, and (vii) Mr. Froemming shall not disparage the Company. Mr. Froemming is also entitled to receive twelve months of COBRA benefits and six months of outplacement services. About Playa Hotels & Resorts Playa Hotels & Resorts is an owner, operator and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations in Mexico and the Caribbean. As of Sept. 30, 2021, Playa owned and/or managed a total portfolio consisting of 22 resorts (8,366 rooms) located in Mexico, Jamaica, and the Dominican Republic. In Mexico, Playa owns and manages Hyatt Zilara Cancun, Hyatt Ziva Cancun, Panama Jack Resorts Cancun, Panama Jack Resorts Playa del Carmen, Hilton Playa del Carmen All-Inclusive Resort, Hyatt Ziva Puerto Vallarta, and Hyatt Ziva Los Cabos. In Jamaica, Playa owns and manages Hyatt Zilara Rose Hall, Hyatt Ziva Rose Hall, Hilton Rose Hall Resort & Spa, Jewel Grande Montego Bay Resort & Spa and Jewel Paradise Cove Beach Resort & Spa. In the Dominican Republic, Playa owns and manages the Hilton La Romana All-Inclusive Family Resort, the Hilton La Romana All-Inclusive Adult Resort, Hyatt Zilara Cap Cana and Hyatt Ziva Cap Cana. Playaowns two resorts in the Dominican Republic that are managed by a third-party and manages five resorts on behalf of third-party owners. Playa reported a net loss of $262.37 million for the year ended Dec. 31, 2020, compared to a net loss of $4.36 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $2.02 billion in total assets, $1.39 billion in total liabilities, and $623.95 million in total shareholders' equity. * * * As reported by the TCR on Sept. 21, 2021, S&P Global Ratings revised its outlook on Playa Hotels & Resorts N.V. to positive from negative and affirmed its 'CCC+' issuer credit rating. At the same time, S&P affirmed its 'CCC+' issue-level rating on the company's secured debt. S&P said, "The positive outlook reflects our expectation that Playa will maintain adequate liquidity. In addition, it indicates that we could raise our rating on the company if the significant recent improvement in travel volumes to Mexico and the Caribbean is sustained and its package average daily rates (ADRs), which are currently significantly elevated relative to 2019 levels, do not moderate materially. Specifically, we could raise our rating if Playa increases its revenue and EBITDA such that it sustains EBITDA coverage of interest expense of more than 1.5x, which would indicate it is able to sustain its capital structure over the long term." POLAR POWER: Stockholders Elect Four Directors ---------------------------------------------- The 2021 annual meeting of stockholders of Polar Power, Inc. was held on Dec. 31, 2021, at which the stockholders: (1) elected Arthur D. Sams, Keith Albrecht, Peter Gross, and Katherine Koster as directors to serve on the Company's board of directors until the next annual meeting of stockholders or until their successors are duly elected and qualified; and (2) ratified the appointment of Weinberg & Company, P.A. as the Company's independent registered public accounting firm for the year ending Dec. 31, 2021. About Polar Power Headquartered in Gardena, California, Polar Power, Inc. designs, manufactures and sells direct current, or DC, power generators, renewable energy and cooling systems for applications primarily in the telecommunications market and, to a lesser extent, in other markets, including military, electric vehicle charging and residential and commercial power. Polar Power reported a net loss of $10.87 million for the year ended Dec. 31, 2020, a net loss of $4.04 million for the year ended Dec. 31, 2019, and a net loss of $848,252 for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $26.99 million in total assets, $4.15 million in total liabilities, and $22.84 million in total stockholders' equity. PPI LLC: Gets Approval to Hire Butzel Long as Legal Counsel ----------------------------------------------------------- PPI, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Butzel Long, a Professional Corporation, 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 and operation of its business and property; b. preparing, filing and prosecuting the Debtor's bankruptcy schedules, statements of financial affairs and motions; c. administering the case and overseeing the Debtor's affairs, including all issues arising from or impacting the Debtor or the case; d. preparing legal papers; e. preparing, filing and defending objections to various motions, claims, and actions by creditors and parties-in-interest; f. preparing, if necessary, adversary proceedings to determine the validity, extent and priority of asserted security interests and liens on the Debtor's assets, and prosecuting Chapter 5 causes of action; g. appearing telephonically via Zoom or in court for hearings or meetings; h. communicating or negotiating with creditors, any creditors' committee appointed in the case, and other parties in interest; i. preparing and prosecuting a Chapter 11 plan and disclosure statement; and j. performing all other necessary legal services. Butzel received a retainer of $5,000, which included the filing fee of $1,738, from the Debtor's principal, Scott Thams. As disclosed in court filings, the members and associates of Butzel are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Max J. Newman, Esq. Butzel Long, a Professional Corporation Stoneridge West 41000 Woodward Avenue Bloomfield Hills, MI 48304 Tel: (248) 258-1616 Email: newman@butzel.com About PPI, LLC PPI, LLC, doing business as PPI Aerospace, is a large Nadcap accredited chemical process and surface engineering facility focused on serving the specific needs of suppliers to the Aerospace and Defense industries. The company is based in Warren, Mich. PPI, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-49385) on Dec. 2, 2021, listing up to $1 million in assets and up to $10 million in liabilities. Scott W. Thams, chief financial officer and manager, signed the petition. Judge Lisa S. Gretchko oversees the case. Max J. Newman, Esq., at Butzel Long, a Professional Corporation, represents the Debtor as legal counsel. QHC FACILITIES: Affiliates Seek to Hire Bradshaw as Legal Counsel ----------------------------------------------------------------- QHC Management, LLC and nine other affiliates of QHC Facilities, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Bradshaw, Fowler, Proctor & Fairgrave, P.C. to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. Assisting the Debtors with respect to compliance with the requirements of the Office of the U.S. Trustee; b. Advising the Debtors regarding matters of bankruptcy law, including the rights and remedies of the Debtors with respect to their assets and with respect to the claims of creditors; c. Representing the Debtors in bankruptcy court proceedings or hearings and in any action in other courts where their rights may be litigated or affected; d. Conducting examination of witnesses, claimants or adverse parties and preparing reports, accounts and pleadings; and e. Advising the Debtors concerning the requirements of the Bankruptcy Code and applicable rules; f. Assisting the Debtors in the negotiation, formulation, confirmation, and implementation of a Chapter 11 plan; g. Making court appearances on behalf of the Debtors; and h. Performing other necessary legal services. The firm's hourly rates are as follows: Jeffrey D. Goetz, Esq. $400 per hour Kristal R. Mikkilineni, Esq. $300 per hour Paralegal $125 - $300 per hour As disclosed in court filings, Bradshaw is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey D. Goetz, Esq. Krystal R. Mikkilineni, Esq. Bradshaw Fowler Proctor & Fairgrave P.C. 801 Grand Avenue, Suite 3700 Des Moines, IA 50309-8004 Phone: 515-246-5817 Fax: 515-246-5808 Email: goetz.jeffrey@bradshawlaw.com mikkilineni.krystal@bradshawlaw.com About QHC Facilities QHC Facilities, LLC is a company based in Clive, Iowa, that operates skilled nursing facilities. QHC Facilities and its affiliates filed petitions for Chapter 11 protection (Bankr. S.D. Iowa Lead Case No. 21-01643) on Dec. 29, 2021. The affiliates are QHC Management LLC, QHC Mitchellville LLC, QHC Crestridge LLC, QHC Humboldt North LLC, QHC Winterset North LLC, QHC Madison Square LLC, QHC Humboldt South LLC, QHC Villa Cottages LLC, QHC Fort Dodge Villa LLC, and QHC Crestview Acres Inc. At the time of the filing, QHC Facilities listed up to $10 million in assets and up to $50 million in liabilities. Judge Anita L. Shodeen oversees the cases. Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw Fowler Proctor & Fairgrave, PC are the Debtors' bankruptcy attorneys. Gibbins Advisors, LLC serves as QHC Facilities' financial advisor. REPLICEL LIFE: Closes Final Tranche of Investment Commitment ------------------------------------------------------------ RepliCel Life Sciences Inc. has closed the final tranche of the investment by MainPointe Pharmaceuticals as outlined in the share purchase agreement signed by the parties earlier this year. The final tranche involved the issuance of 1,479,882 common shares by RepliCel in exchange for C$998,921 which has now been received by the Company. The Company received an aggregate of C$2,698,921 from all tranches and issued an aggregate of 3,986,684 Shares at a price of C$0.675 per Share. "The timing of this final share purchase by MainPointe," stated RepliCel's President and CEO, R. Lee Buckler, "coincides nicely with the increasing level of collaboration between RepliCel, the European firm conducting the DermaPrecise development, testing, and manufacturing (A.M.I.), and MainPointe's regulatory department committed to handling all aspects of the regulatory submission to the U.S. Food and Drug Administration seeking marketing approval for the injector and related single-use consumables." All Shares issued are subject to a statutory hold period expiring four months and one day from the date of the issuance of the Shares. None of the securities sold in connection with the investment will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. About Replicel RepliCel is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic conditions affecting what the Company believes is approximately one in three people in industrialized nations, including aging/sun-damaged skin, pattern baldness, and chronic tendon degeneration. These conditions, often associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function. These cell therapy product candidates are based on RepliCel's innovative technology, utilizing cell populations isolated from a patient's healthy hair follicles. Replicel reported a net loss and comprehensive loss of C$1.58 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of C$3 million for the year ended Dec. 31, 2019. Vancouver, British Columbia-based BDO Canada LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated April 30, 2021, citing that the Company has accumulated losses of $38,158,327 since its inception and incurred a loss of $1,580,285 during the year ended Dec. 31, 2020. These events or conditions, along with other matters, indicate that a material uncertainty exists that may cast substantial doubt about its ability to continue as a going concern. ROYAL CARIBBEAN: S&P Rates New $700MM Senior Unsecured Notes 'B' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '4' recovery rating to Royal Caribbean Cruises Ltd.'s proposed $700 million senior unsecured notes due 2027. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 35%) recovery for noteholders in the event of a payment default. The company intends to use the proceeds from these notes to repay 2022 debt maturities. S&P said, "Because the planned transaction is largely debt for debt, it does not affect our 'B' issuer credit rating or negative outlook on Royal. We continue to expect that the company's S&P Global Ratings-adjusted credit measures will remain very weak through 2022 given the continued gradual resumption of sailings over the next several months, which we forecast will entail continued cash burn (at least through early 2022). Royal planned to increase its capacity to 80% by the end of 2021 and expects to return its fleet to full operational status sometime in the second quarter of 2022. Therefore, we believe the company's EBITDA will likely turn positive in the second half of 2022, assuming its full fleet is operational, given its cumulative advanced booked position for the second half of 2022, which was in line with historical levels as of Dec. 30, 2021, and featured higher prices even after incorporating the dilutive impact of the future cruise credits it issued during the coronavirus pandemic. Furthermore, we believe Royal has ample liquidity to weather a continued gradual resumption of sailings over the next few quarters. "Nevertheless, we believe substantial uncertainty remains around the company's ultimate recovery path and ability to ramp up its EBITDA and cash flow to more sustainable levels, especially in light of the recent surge in COVID-19 cases, elevated recommendations against cruise travel, and evolving travel restrictions and safety measures. S&P Global Ratings believes the omicron variant is a stark reminder that the COVID-19 pandemic is far from over. Uncertainty still surrounds its transmissibility, severity, and the effectiveness of existing vaccines against it. Early evidence points toward faster transmissibility, which has led many countries to reimpose social distancing measures and international travel restrictions. Over coming weeks, we expect additional evidence and testing will show the extent of the danger it poses to enable us to make a more informed assessment of the risks to credit. In our view, the emergence of the omicron variant shows once again that more coordinated and decisive efforts are needed to vaccinate the world's population to prevent the emergence of new, more dangerous variants." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B' issue-level rating and '4' recovery rating to Royal's proposed $700 million senior unsecured notes. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 35%) recovery for noteholders in the event of a payment default. -- S&P's issue-level rating on Royal's $2.39 billion of outstanding senior secured notes remains 'BB-'. The '1' recovery rating also remains unchanged, indicating its expectation for very high (90%-100%; rounded estimate: 95%) recovery. -- S&P's 'B+' issue-level rating on Royal's guaranteed unsecured notes and revolving credit facilities is also unchanged and the '2' recovery rating continues to indicate its expectation for substantial (70%-90%; rounded estimate: 85%) recovery. While S&P's estimated level of recovery for the guaranteed unsecured notes would indicate a recovery rating of '1' (90%-100% recovery), it caps its recovery ratings on the unsecured debt issued by companies it rates in the 'B' category at '2'. This cap addresses that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default. -- S&P's 'B' issue-level rating and '4' recovery rating on Royal's existing unsecured and unguaranteed debt are unchanged. However, the recovery prospects for the company's unsecured and unguaranteed debt may be impaired if it incurs additional unsecured and unguaranteed debt. -- S&P uses a combined enterprise valuation (EV) approach for Royal and a discrete asset valuation (DAV) for its Silversea subsidiary to arrive at its estimate of the value available to cover Royal's debt claims. S&P's valuation incorporates the residual value from Silversea, after satisfying outstanding ship-related debt at Silversea, that will be available to help cover the unsecured and unguaranteed claims at Royal. -- Certain of Royal's subsidiaries pledge specific collateral and provide guarantees of various priorities to different parts of the capital structure. In our analysis, the recovery prospects for Royal's debt instruments that benefit from guarantees reflect the value S&P attributes to the applicable guarantor subsidiaries along with the priority of the guarantees supporting the instrument. The recovery prospects for the debt instruments that lack subsidiary guarantees reflect their pro rata share of the value S&P attributes to the parent on a stand-alone basis and the residual value, if any, from the guarantor subsidiaries after accounting for any debt they guarantee. The value from these subsidiaries is available to cover specific claims on a first-, second-, or third-priority basis. -- Specifically:--Royal's secured notes are secured by certain collateral, including 28 of Royal's ships, up to an amount permitted by the company's existing debt agreements. The secured notes also benefit from a guarantee from certain of Royal's subsidiaries, including Celebrity Cruises Holdings Inc. and Celebrity Cruises Inc. Under S&P's analysis, the pledged collateral covers most of the estimated secured claims at default. S&P believes the remaining secured notes claims at default would be covered by unsecured guarantees. --Royal's guaranteed unsecured notes and committed (but currently undrawn) $700 million 364-day term loan are guaranteed by Royal's RCI Holdings LLC subsidiary, which holds seven vessel-owning special-purpose vehicles. Under S&P's analysis, the guarantees from RCI Holdings LLC fully cover the estimated guaranteed unsecured notes and term loan balance (which it assumes is drawn) at default. --Royal's unsecured revolvers, $861.5 million term loan, and certain other specified pieces of debt in the capital structure benefit from a first-priority guarantee from the company's RCL Holdings LLC, Torcatt Enterprises S.A., RCL Holdings Cooperatief UA, RCL Cruises Ltd., and RCL Investments Ltd. subsidiaries and a second-priority guarantee from RCI Holdings LLC. Under S&P's analysis, these guarantees fully cover the estimated revolvers, $861.5 million term loan ($554 million outstanding assumed at default), and other specified claims at default. -- Royal's export credit agreement (ECA) debt, relating to various ship-specific financings, benefit from a first-priority guarantee from Celebrity Cruise Lines Inc. (which is the parent of secured notes guarantors Celebrity Cruise Holdings Inc. and Celebrity Cruises Inc.), a second-priority guarantee from RCL Holdings LLC, Torcatt Enterprises S.A., RCL Holdings Cooperatief UA, RCL Cruises Ltd., and RCL Investments Ltd., and a third-priority guarantee from RCI Holdings LLC. S&P said, "Under our analysis, these guarantees do not fully cover our estimate of the outstanding ECA debt at default, which includes incremental ECA borrowings based on our assumptions for ship deliveries over the next few years. We assume that any deficiency not covered by the guarantees would rank pari passu with all of Royal's unsecured and unguaranteed debt." -- Royal's unsecured and unguaranteed debt benefit from unpledged value at the parent, residual value from its Silversea subsidiary, and residual value from other subsidiaries after accounting for collateral pledges and guarantees provided to other pieces of debt in the capital structure. Under S&P's analysis, this value covers only a portion of the estimated unsecured, unguaranteed, and pari passu deficiency claims at default. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring by 2024 due to a significant decline in the company's cash flow stemming from permanently impaired demand for cruises following negative publicity and travel advisories for cruising during the COVID-19 pandemic, a prolonged economic downturn, and/or increased competitive pressures. -- S&P estimates a gross enterprise value at emergence of about $16.3 billion, which reflects its EV of $15.5 billion for Royal and our DAV for Silversea of $0.8 billion. -- S&P said, "We arrive at our EV for Royal by applying a 7x multiple to our estimate of its EBITDA at emergence. This multiple is at the high end of our range for leisure companies and reflects Royal's good position as the second-largest global cruise operator, which we view as a small but underpenetrated part of the overall travel and vacation industry, and its high-quality brands." -- S&P said, "The value from Silversea reflects our estimate of the residual DAV at Silversea after satisfying our estimate of claims issued at Silversea that are outstanding at default. Our calculation of the DAV at Silversea reflects discounts (20%-50% depending on the age of the ship) applied to the appraised value or cost of Silversea's ships, including the recently delivered Silver Moon and Silver Dawn. We estimate the claims at default at Silversea largely comprise amounts outstanding under the financings for the Moon and Dawn." -- S&P attributes its estimate of the company's gross EV at emergence to various parts of the capital structure based on its understanding of the contribution, by asset value, of the parent and its various subsidiaries that provide security and/or guarantees. -- S&P understands Silversea does not guarantee any debt issued by Royal or its other subsidiaries. Therefore, S&P assigns all the DAV at Silversea to the parent. -- S&P's estimated gross enterprise value at emergence assumes approximately 47% is available to cover the secured notes, about 29% is available to cover the guaranteed unsecured notes and committed $700 million term loan facility, just under 10% is available to cover the guaranteed revolvers and certain other specified pieces of unsecured debt, and about 15% is available to cover all remaining unsecured and unguaranteed debt and pari passu claims that aren't fully covered by the applicable guarantees. -- In S&P's analysis, any claims of guaranteed debt not fully covered by the applicable guarantees rank pari passu with all of Royal's unsecured and unguaranteed debt. -- S&P includes in the unsecured claims additional tranches of loans entered into by Royal and various export credit agencies, as well as new ship debt that S&P expects it to incur prior to the year of default. -- S&P assumes Royal's $700 million 364-day term loan facility is drawn at default. -- S&P assumes Royal's revolvers are 85% drawn at default. Simplified waterfall -- Emergence EBITDA: $2.2 billion -- EBITDA multiple: 7x -- Gross enterprise value excluding Silversea: $15.5 billion -- Residual gross DAV at Silversea: $0.8 billion -- Total gross enterprise value: $16.3 billion -- Net enterprise value after administrative expenses (5%): $15.5 billion -- Total value attributed to entities securing and guaranteeing the secured notes: $7.2 billion -- Estimated secured debt at default: $2.5 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Residual value: $4.7 billion -- Residual value (attributed to Celebrity Cruises Holdings Inc. and Celebrity Cruises Inc.) available for ECA debt that has a first-priority guarantee from Celebrity Cruise Lines Inc: $1.8 billion -- Residual value (attributed to entities other than Celebrity Cruises) available for unsecured and unguaranteed debt at parent Royal Caribbean Cruises Ltd.: $2.9 billion -- Total value attributed to entities guaranteeing the guaranteed unsecured notes and $700 million credit facility: $4.5 billion -- Estimated guaranteed unsecured notes and $700 million term loan balance at default: $1.8 billion --Recovery expectations: Capped at 70%-90% (rounded estimate: 85%) -- Residual value available for second-priority guaranteed debt (revolvers, $861.5 million term loan, and certain other pieces of debt): $2.8 billion -- Total value attributed to entities providing a first-priority guarantee to Royal's revolvers, $861.5 million term loan, and certain other specified pieces of guaranteed debt, and value from second-priority guarantees: $4.2 billion -- Estimated revolver, term loan, and other certain guaranteed balances at default: $3.3 billion --Recovery expectations: Capped at 70%-90% (rounded estimate: 85%) -- Residual value available for second-priority guaranteed debt (ECA debt): $0.9 billion -- Total value available to ECA debt from first- and second- priority guarantees: $2.7 billion -- Estimated ECA debt at default: $9.8 billion -- ECA deficiency claims that are pari passu to Royal's unsecured and unguaranteed debt: $7.1 billion -- Total value attributed to the parent and remaining enterprise value from subsidiaries that provide guarantees and collateral: $5.2 billion -- Estimated unsecured, unguaranteed, and pari passu deficiency claims at default: $13.7 billion --Recovery expectations: 30%-50% (rounded estimate: 35%) Note: All debt amounts include six months of prepetition interest. SAFE SITE: Seeks to Hire New Mexico Financial as Bankruptcy Counsel ------------------------------------------------------------------- Safe Site Youth Development, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to hire New Mexico Financial & Family Law, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) rendering legal advice to the Debtor regarding all aspects of the bankruptcy case, including, without limitation, claims objections, adversary proceedings, plan confirmation, and all hearings before the court. (b) preparing the Debtor's plan of reorganization, disclosure statement and other legal papers; (c) assisting the Debtor in taking actions required to effect reorganization under Chapter 11 of the Bankruptcy Code; (d) assisting, where appropriate and in accordance with other orders of the court and non-bankruptcy tribunals, the Debtor in non-bankruptcy litigation, and (e) performing other necessary legal services for the Debtor. The firm's hourly rates are as follows: Don Harris, Esq. $295 per hour Dennis A. Banning, Esq. $250 per hour Paralegal and law clerk $100 per hour Dennis Banning, Esq., a member of New Mexico Financial, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dennis A. Banning, Esq. New Mexico Financial & Family Law, P.C. 320 Gold Avenue SW, Suite 1401 Albuquerque, NM 87102 Tel: 505-503-1637 Email: dab@nmfinanciallaw.com About Safe Site Safe Site Youth Development, Inc., a company based in Los Lunas, N.M., filed a petition for Chapter 11 protection (Bankr. D. N.M. Case No. 21-11399) on Dec. 30, 2021, listing $1,277,033 in assets and $1,741,417 in liabilities. Felix and Sarah Candelaria, site directors, signed the petition. Judge Robert H. Jacobvitz oversees the case. The Debtor tapped Dennis A. Banning, Esq., at New Mexico Financial & Family Law, P.C. as legal counsel. SALEM MEDIA: Three Execs to Assume New Roles -------------------------------------------- Edward G. Atsinger III, Salem Media Group's current chief executive officer, will transition to the newly created role of executive chairman of the Board of Directors effective Jan. 1, 2022. Additionally, the Company's Board of Directors has appointed David Santrella to become chief executive officer. Currently Mr. Santrella serves as the company's president of Broadcast Media. In addition David Evans, Salem's current president of Digital Media and Publishing, will be promoted to the position of chief operating officer. Finally, Stuart W. Epperson, Salem's current Chairman, will resign from Salem's Board of Directors effective Jan. 1, 2022, transitioning to the position of Chairman Emeritus, and Stuart W. Epperson, Jr. will join the Board of Directors, filling the vacancy created by Mr. Epperson Senior's resignation. These changes reflect the Board's ongoing succession planning and are designed to provide leadership continuity as the company continues to execute its strategic initiatives. Since founding Salem in 1974, Mr. Atsinger, along with his brother-in-law Mr. Epperson, has grown the company from a single radio station into America's leading multimedia company specializing in Christian and conservative content. He has been a driving force in Salem's mission to serve the Company's audiences nationwide with content that is unavailable through mainstream media channels. As Executive Chairman, Mr. Atsinger will be chairman of the Board, assuming leadership of the board of directors while providing oversight and guidance to both the CEO and COO. Mr. Atsinger will continue to be engaged full-time and focus more of his attention on macro strategy and planning, M&A, external relationships, government affairs and leadership development. This will allow the company to continue to benefit from Mr. Atsinger's decades of experience and skills. "I am pleased to serve as Executive Chairman and to oversee the succession to the next generation of leadership of our company. I am looking forward to working with the executive team to continue Salem's vitally important mission of serving the media needs of the audiences interested in Christian content and public policy programming with a traditional conservative focus," said Mr. Atsinger. "With Salem well-positioned for continued growth into the future, now is the right time to take the next step in implementing our long-term leadership transition. We have a tremendously talented, deep and dedicated leadership team at Salem. David Santrella and David Evans each have played a critical role in developing and executing the strategy in place today, and I am confident they have the vision, skills, experience and capabilities necessary to provide continued leadership of Salem well into the future." Mr. Atsinger concluded, "Most of all, I am blessed to lead our talented and dedicated team. I am extremely proud of Salem's employees and personalities who create and distribute the content that allows us to serve our loyal and dedicated audience of listeners, readers, and now viewers. It is this talented team that has allowed Salem to become the business it is today. Building and expanding this platform over nearly 50 years has been and will continue to be the focus of my life's work." Mr. Santrella said, "I am deeply honored to have been appointed as Salem's next CEO. I look forward to working in close partnership with David Evans to take advantage of the tremendous opportunities that exist in today's media landscape, to further the mission of our company and to grow our business. I am blessed that I will have Ed alongside me in my new role." Mr. Evans said, "I am looking forward to working together with Dave and the rest of our talented leadership team as we further combine traditional media and digital media in new transformative ways. We have a substantial and passionate audience that accesses our content and brands in many ways and we're focused on ensuring they can enjoy it and engage with us across multiple platforms." Mr. Epperson, who has served as Salem's Chairman of the Board of Directors since going public, said, "Our Board of Directors has engaged in thoughtful long-term succession planning, and today's announcement demonstrates the strength of that process as well as the depth of talent at the executive management level to drive the company's continued growth and success. I am confident that David Santrella and David Evans are perfectly qualified to continue working with Edward and the rest of the management team to build on our success and drive Salem into the next phase of its growth." About Salem Media Irving, Texas-based Salem Media Group -- http://www.salemmedia.com -- is a multimedia company specializing in Christian and conservative content, with media properties comprising radio, digital media and book and newsletter publishing. Salem Media reported a net loss of $54.06 million for the year ended Dec. 31, 2020, compared to a net loss of $27.84 for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $538.21 million in total assets, $377.62 million in total liabilities, and $160.60 million in total stockholders' equity. * * * In March 2021, S&P Global Ratings raised its issuer credit rating on Salem Media Group Inc. to 'CCC+' from 'CCC'. S&P said, "The stable outlook reflects our expectation that Salem's gross leverage will remain about 8x through 2021. It also reflects our expectation of sufficient cash to meet operating and fixed-charge obligations over the next 12 months." SHORE IMAGING: Claims to Be Paid From Sale of Debtor's Stock ------------------------------------------------------------ Shore Imaging PC submitted a Liquidation Plan and a Disclosure Statement. Class 8 General Unsecured Claims total $16,486,412. Payment to the allowed General Unsecured Creditors will in the form of a pro rata distribution from the proceeds from the sale of the Debtor's stock. Class 8 is impaired. The Plan will be funded by the sale of the Debtor's stock. In the event that the sale of the Debtor's stock fails to close within 6 months from the Effective Date, the Debtor shall obtain financing sufficient to pay the claims from a third-party lender and resume operations. Attorney for the Debtor: Eugene D. Roth, Esquire Valley Park East 2520 Highway 35, Suite 307 Manasquan, New Jersey 08736 Tel: (732) 292-9288 A copy of the Disclosure Statement dated December 31, 2021, is available at https://bit.ly/3489BiV from PacerMonitor.com. About Shore Imaging Shore Imaging PC offers a full range of diagnostic medical imaging services and interventional biopsy procedures. Shore Imaging PC filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21-16355) on Aug. 7, 2021. In the petition signed by Harpreet Kaur, sole member/medical director, the Debtor estimated assets of $500,000 to $1 million and debt of $1 million to $10 million. GIORDANO, HALLERAN & CIESLA, P.C., led by Donald F. Campbell, Jr., is the Debtor's counsel. ST. JOHN PENTECOSTAL: Taps TAX DRx as Substitute Accountant ----------------------------------------------------------- St. John Pentecostal Church, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire TAX DRx/GetMyBooksRight.com to substitute for Dyal Consulting, CPAs. The Debtor requires an accountant to prepare its annual special purpose financial reports, dividend statements, statutory minutes, and profit and loss and balance sheets for 2020 and 2021. The firm will be paid a flat fee of $5,000. Hudson Etienne, a certified public accountant and a member of TAX DRx, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Hudson Etienne, CPA TAX DRx/GetMyBooksRight.com 2155 Adam Clayton Powell Jr. Blvd. New York, NY 10027 About St. John Pentecostal Church St. John Pentecostal Church Inc., a religious organization in New York, filed a voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-10195) on Jan. 23, 2019, listing up to $10 million in assets and up to $500,000 in liabilities. Robert Johnson, deacon, signed the petition. Judge Martin Glenn oversees the case. The Debtor tapped Julie Cvek Curley, Esq., at Kirby Aisner & Curley, LLP as bankruptcy counsel; TAX DRx as accountant; and Quintairos Prieto Wood & Boyer, P.A. as special counsel. SUDBURY PROPERTY: Taps Morrissey as Bankruptcy Counsel ------------------------------------------------------ Sudbury Property Management, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Morrissey, Wilson & Zafiropoulos, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its rights, powers, and duties in the continued operation and management of its businesses and property; (b) advising the Debtor with respect to any plan of reorganization and any other matters relevant to the formulation and negotiation of the plan; (c) representing the Debtor at all hearings and matters pertaining to its affairs; (d) preparing legal documents and reviewing all financial reports filed in the case; (e) advising the Debtor with respect to, and assisting in the negotiation and documentation of, financing agreements, debt, cash collateral orders and related transactions; (f) reviewing and analyzing the nature and validity of any liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; (g) advising the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its estate; (h) advising and assisting the Debtor in connection with the sale of its property; (i) advising the Debtor concerning executory contracts and unexpired leases and the assumption, assignment, rejection, restructuring or characterization of such contracts and leases; (j) reviewing and analyzing the claims of creditors and the treatment of such claims, and prosecuting objections to claims; (k) commencing and conducting any litigation necessary to assert rights held by the Debtor, protect assets of the Debtor's estate or otherwise further the goal of completing the Debtor's successful reorganization other than with respect to matters to which it retains special counsel; (l) defending any contested matter or adversary proceeding prosecuted against the Debtor; (m) representing the Debtor and protecting its interest in litigation matters before the court; and (n) performing all other necessary legal services. Francis Morrissey, Esq., the firm's attorney who will be providing the services, will be paid at an hourly rate of $400. Mr. Morrissey disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Francis C. Morrissey, Esq. Morrisey, Wilson & Zafiropoulos, LLP 45 Braintree Hill Office Park, Suite 304 Braintree, MA 02184 Tel: 781-353-5501 Fax: 781-356-5546 Email: fcm@mwzllp.com About Sudbury Property Sudbury Property Management, LLC is a privately held company in the nonresidential building construction industry. The company is headquartered in Marlborough, Mass. Sudbury Property Management filed a petition for Chapter 11 protection (Bankr. D. Mass. Case No. 21-40913) on Dec. 14, 2021, listing as much as $10 million in both assets and liabilities. Padraig O'Beime, member, signed the petition. Judge Christopher J. Panos oversees the case. The Debtor tapped Francis C. Morrissey, Esq., at Morrissey, Wilson & Zafiropoulos, LLP as legal counsel. TELINTEL LTD: Seeks to Hire Gamberg & Abrams as Bankruptcy Counsel ------------------------------------------------------------------ Telintel, Ltd. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Gamberg & Abrams 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 and operation of its business and properties; (b) attending meetings and negotiating with representatives of creditors and other parties-in-interest and advising and consulting on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (c) advising the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (d) providing advice to the Debtor with respect to legal issues arising in or relating to its ordinary course of business; (e) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; (f) preparing legal papers; (g) negotiating and preparing a plan of reorganization, disclosure statement and all related documents, and taking any necessary action to obtain confirmation of the plan; (j) attending meetings with third parties and participating in negotiations; (k) appearing before the bankruptcy court, any appellate courts and the U.S. trustee; and (l) performing all other necessary legal services. The firm's hourly rates are as follows: Thomas L. Abrams, Esq. $500 per hour Jared L. Gamberg, Esq. $450 per hour Paralegals $150 per hour Gamberg & Abrams received a retainer fee in the amount of $15,000. Thomas Abrams, Esq., a member of Gamberg & Abrams, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas L. Abrams, Esq. Gamberg & Abrams 633 S. Andews Ave., Suite 500 Fort Lauderdale, FL 33301 Tel: (954) 523-0900 Fax: (954) 915-9016 Email: tambrams@tabramslaw.com About Telintel Telintel, Ltd., a Weston, Fla.-based provider of telecommunication services, filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-22154) on Dec. 30, 2021, listing $751,038 in assets and $4,996,862 in liabilities. Mario Acosta, chief executive officer, signed the petition. Judge Peter D. Russin oversees the case. The Debtor tapped Thomas L. Abrams, Esq., at Gamberg & Abrams as legal counsel. TITAN INTERNATIONAL: Issues 4M Restricted Shares to RDIF Holders ---------------------------------------------------------------- Titan International, Inc., on Feb. 11, 2019, entered into a definitive agreement with an affiliate of the Russian Direct Investment Fund relating to the previously announced settlement put option that was exercised by the RDIF affiliate. Under the terms of the Agreement, in full satisfaction of the settlement put option that was exercised by the RDIF affiliate, the Company paid $25 million in cash to the RDIF affiliate at the closing of the transaction on Feb. 22, 2019, and agreed, subject to the completion of regulatory approval, to issue 4,032,259 shares of restricted Titan common stock to the RDIF affiliate in a private placement. In December 2020, in connection with its liquidation, the RDIF affiliate transferred its right to receive the Titan Restricted Stock to its equity holders. The regulatory approval was received in November 2021 and on Dec. 17, 2021, the Company issued the Titan Restricted Stock to the RDIF equity holders. Based on the terms of the Agreement, the Company retains the right to buy back the Titan Restricted Stock from the RDIF equity holders for $25 million until Feb. 12, 2022. About Titan Titan International, Inc. -- http://www.titan-intl.com-- is a global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in Quincy, Illinois, the Company globally produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving or construction, and consumer markets. Titan International reported a net loss of $65.08 million for the year ended Dec. 31, 2020, compared to a net loss of $51.52 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $1.14 billion in total assets, $944.67 million in total liabilities, $25 million in redeemable noncontrolling interest, and $174.59 million in total equity. TOUCHPOINT GROUP: Issues 10K Convertible Pref. Shares to Rick Uhler ------------------------------------------------------------------- Touchpoint Group Holdings, Inc. consummated on Dec. 14, 2021, a securities purchase agreement with Rick Uhler, whereby the Company issued to Mr. Uhler 10,000 shares of its Series A Convertible Preferred Stock convertible into 10,000,000 shares of the Company's common stock, subject to appropriate adjustment in the event of certain corporate events in consideration of the payment of $125,000. On Dec. 14, 2021, the Company entered into a Securities Purchase Agreement with Marko Radisic, substantially similar to the Securities Purchase Agreement with Mr. Uhler, whereby the Company agreed to issue to Buyer 10,000 shares of its Series A Convertible Preferred Stock convertible into 10,000,000 shares of its common stock, subject to appropriate adjustment in the event of certain corporate events upon receipt of $125,000. To date, the Company has not received any of the purchase price from the Buyer and have not issued Buyer any shares of its Series A Convertible Preferred Stock. On Dec. 14, 2021, the Company consummated a Securities Purchase Agreement with Quick Capital, LLC, whereby the Company issued to QC a convertible promissory note in the principal amount of $200,000 and issued to QC a common stock purchase warrant to purchase 6,500,000 shares of its common stock as additional consideration for its purchase of the Convertible Note. As a condition to the purchase and sale the Convertible Note and Warrant, the Company issued to QC 3,111,111 shares of its common stock and entered into a Piggy-Back Registration Rights Agreement pursuant to which the Company is to register for resale under the Securities Act of 1933, as amended, the Commitment Shares and the shares issuable upon conversion of the Convertible Note and exercise of the Warrant. In consideration of the Convertible Note and Warrant the Company received $171,000 after payment of a brokerage fee of $9,000. The principal amount of the Note and all interest accrued thereon is payable on Dec. 10, 2022. The Convertible Note provides for interest at the rate of 12% per annum, payable at maturity, and is convertible into shares of the Company's common stock at a price of $0.0125 per share, subject to anti-dilution adjustments in the event of certain corporate events as set forth in the Convertible Note. In addition, subject to certain limited exceptions, if at any time while the Convertible Note remains outstanding, the Company grants any option to purchase, sell or grant any right to reprice, or otherwise dispose of, issue or sell any shares of its common stock or securities or rights convertible into or exercisable for shares of its common stock, at a price below the then conversion price of the Convertible Note, the holder of the Convertible Note will have the right to reduce the conversion price to such lower price. The Warrant is exercisable until Nov. 3, 2023, at a price of $0.02 per share, subject to customary anti-dilution adjustments. In addition, subject to certain limited exceptions, if at any time while the Warrant remains outstanding, the Company grants any option to purchase, sell or grant any right to reprice, or otherwise dispose of, issue or sell any shares of our common stock or securities or rights convertible into or exercisable for shares of its common stock, at a price below the then exercise price of the Warrant, the holder of the Warrant will have the right to reduce the exercise price to such lower price. At any time when the Market Price, as defined in the Warrant, is in excess of the exercise price, the holder of the Warrant shall have the right to exercise the Warrant by means of a "cashless exercise" in accordance with the formula provided in the Talos Warrant. The Commitment Shares and the shares issuable upon conversion of the Convertible Note and exercise of the Warrant are to be registered under the Securities Act for resale as provided in the Registration Rights Agreement. QC has agreed to limit sales of the common stock issued upon conversion of Convertible Note, during the period beginning on the date of issuance of the Convertible Note and ending on the maturity date or the date of occurrence of an event of default, to the greater of $5,000 or 15% of the Daily Dollar Volume, as defined in the Convertible Note. Certificate of Designation Filed On Dec. 16, 2021, the Company filed a certificate of designation authorizing the issuance of 50,000 shares of Series A Convertible Preferred Stock with the Office of the Secretary of State of Delaware. Dividends: Holders of the Series A Preferred Convertible Stock will have no right to receive dividends except that if dividends are declared or paid on the Company's common stock, the holders of the Series A Preferred Convertible Stock will participate therein on an as converted basis. Liquidation preference: Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company's affairs, holders of Preferred Shares are entitled to be paid out of the Company's assets legally available for distribution to stockholders, after payment of or provision for the Company's debts and other liabilities, a liquidation preference of $12.50 per Preferred Share or, if greater, the amount they would be entitled to receive if all outstanding shares of Series A Preferred Convertible Stock had been converted into common stock before any distribution will be made to the holders of common stock or any other stock junior to the Series A Preferred Convertible Stock as to the distribution of assets upon liquidation. Conversion at Option of Holder: Holders of Series A Preferred Stock may elect at any time after July 1, 2022, to convert each Preferred Share into 1,000 shares of common stock. The conversion rate is subject to certain anti-dilution and other adjustments, including stock splits, distributions in respect of the common stock and in the event of certain fundamental transactions such as mergers and other business combinations. Automatic Conversion: All issued and outstanding shares of Series A Convertible Preferred Stock will be deemed to have been converted into, and shall (without any action of the holder thereof) become, 10,000 shares of the Company's common stock, subject to the anti-dilution protections set forth in the Certificate of Designation, immediately upon the filing of a Certificate of Amendment to the Certificate of Incorporation of the Corporation with the Office of the Secretary of State of Delaware which increases the number of authorized but unissued shares of Common Stock to an amount sufficient for the conversion of all of the outstanding shares of Series A Convertible Preferred Stock. Voting rights: Holders of Preferred Shares will vote on an as-converted basis, together with holders of common stock, as a single class, on the election of directors and all other matters presented to stockholders, except for matters as to which under applicable law and the certificate of designation a class vote of the holders of the Series A Convertible Preferred Stock is required, with the holders of the Series A Convertible Preferred Stock having three votes for each share of common stock issuable upon conversion. 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 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. 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. VANTAGE DRILLING: Unit to Sell Emerald Driller to ADES for US$170M ------------------------------------------------------------------ Vantage Drilling International's Board of Directors has ratified and approved the entry into that certain Share Purchase Agreement by one of its directly-held subsidiaries, Vantage Holdings International, with ADES Arabia Holding, the parent company of ADES International Holding, a PIF portfolio company and an offshore and onshore provider of oil and gas drilling and production services in the Middle East and North Africa, pursuant to which VHI has agreed to sell to ADES Arabia all of the issued and outstanding equity of VHI's wholly-owned subsidiary, Emerald Driller Company for a purchase price of US$170,000,000 in cash subject to certain adjustments. EDC is the owner of the Emerald Driller jackup rig, which is operating in Qatar, and will own prior to the closing of the sale transaction the Sapphire Driller jackup rig and the Aquamarine Driller jackup rig and their respective drilling contracts, which are expected to commence operations in Qatar in the first and second quarter of 2022, respectively. In addition, at the closing of the transaction, subsidiaries of Vantage and ADES agreed to enter into a support services agreement, pursuant to which a subsidiary of Vantage will provide support services to ADES in respect of the three rigs operating in Qatar for three years. In addition, Vantage and ADES also announced they entered into an agreement to pursue a global strategic alliance leveraging the new support services agreement and their existing joint venture in Egypt. Pursuant to this agreement, the parties agreed to collaborate on exploring future commercial and operational opportunities. Finally, Vantage announced that the Tungsten Explorer returned to work for a client offshore of Egypt through Vantage's joint venture with ADES. The term of the drilling contract is 150 days. Ihab Toma, Vantage's chief executive officer, commented, "We are very pleased to have entered into a new global strategic alliance agreement with ADES, leveraging our history of collaboration in Egypt and expanding it to the Qatari operations. The new transaction will strengthen our balance sheet and will provide Vantage with important financial flexibility. The sale of this business does not end our involvement in Qatar with these rigs as we will continue to support the operations of the three rigs for three years. The support services agreement is a testament to the confidence that ADES places in the Vantage management platform as a springboard for ADES' international expansion. We are excited to continue to leverage our management platform to bring first-class operational performance and efficiency to our clients and partners." Mr. Toma further stated, "Our relationship with ADES began in 2017 when we entered into a joint venture capitalizing on Vantage's modern fleet and deepwater drilling experience and ADES's experience, expertise and leadership position in Egypt. The joint venture enabled ADES to gain experience in the deepwater drilling space and paved the way for Vantage to access the attractive Mediterranean Basin. Since that time, ADES has grown substantially, with ADES now employing more than 3,500 personnel, and owning a fleet of 55 rigs. I am delighted that the companies are taking their relationship to the next level, allowing the parties to collaborate across markets beyond Egypt to achieve further efficiencies and to leverage the parties' operational expertise and financial strength. The success of the companies' relationship is evidenced by Vantage's announcement that the Tungsten Explorer has returned to work in Egypt. We are delighted to work with ADES through our joint venture and continuing to provide industry leading service for our clients." Dr. Mohamed Farouk, chief executive officer of ADES stated, "We are delighted to enter into this transaction with Vantage. By adding the Qatari operations to our portfolio, ADES continues to execute on our strategy of strong and disciplined growth, expanding our meaningful presence in the region while adding the highest caliber of international and national oil companies to our client base. As we continue to leverage on our strong track record of previous acquisitions and successful integrations, it is worth noting that this transaction comes as a natural expansion in our core GCC market and paves the way for other future opportunities in the region and globally, which comes perfectly in line with the company's long-term vision of becoming a leading global operator. Thanks to the transaction we will be able to add 3 additional premium Jackup rigs to our fleet, including all the crew and staff which further solidifies and strengthens our existing unique workforce. This transaction exemplifies the continued trust between our two companies, and as we work together in Qatar and in Egypt, I am excited about other potential opportunities for cooperation." Perella Weinberg Partners LP is acting as financial advisor to Vantage, and Wikborg Rein LLP is acting as legal advisor to Vantage. ADES Group extends oil and gas drilling and production services through ADES entities and is a leading service provider in the Middle East and Africa, offering onshore and offshore contract drilling as well as workover and production services. With approximately 4,000 employees serving our clients, including major national oil companies ("NOCs") such as Saudi Aramco, Kuwait Oil Company as well as joint ventures of NOCs with global majors, including BP and Eni. While maintaining a superior health, safety and environmental record, the ADES Group currently has a fleet of thirty-six onshore drilling rigs, 17 jack-up offshore drilling rigs, a jack-up barge, and a mobile offshore production unit ("MOPU"), which includes a floating storage and offloading unit. For more information, visit investors.adihgroup.com. About Vantage Vantage, a Cayman Islands exempted company, is an offshore drilling contractor, with a fleet of two ultra-deepwater drillships, and five premium jackup drilling rigs. Vantage's primary business is to contract drilling units, related equipment and work crews primarily on a dayrate basis to drill oil and natural gas wells globally for major, national and independent oil and gas companies. Vantage also markets, operates and provides management services in respect of, drilling units owned by others. Vantage Drilling reported a net loss of $276.76 million for the year ended Dec. 31, 2020. As of June 30, 2021, the Company had $731.19 million in total assets, $60.84 million in total current liabilities, $346.04 million in long-term debt (net of discount and financing costs), $13.97 million in other long-term liabilities, and $310.34 million in total equity. * * * As reported by the TCR on April 19, 2021, S&P Global Ratings affirmed its 'CCC' issuer credit rating on Vantage Drilling International. The outlook is negative. S&P said, "The negative outlook reflects the company's unsustainable leverage and increased risk it could engage in a transaction that we would view as distressed given low debt trading levels." Vantage Drilling carries a 'Caa1' Corporate Family Rating from Moody's Investors Service. Moody's said the 'Caa1' Corporate Family Rating reflects the Company's high financial leverage mainly due its weak cash flow generation outlook as the recovery in the offshore sector will be very slow and persistent oversupply of floating rigs will keep dayrates weak. VFH PARENT: Fitch Gives BB-(EXP) Rating to New 2BB Secured Loans ---------------------------------------------------------------- Fitch Ratings has assigned 'BB-(EXP)' senior secured debt ratings to the upcoming $1.8 billion seven-year senior secured first lien term loan borrowing and the new $250 million revolving credit facility issued by VFH Parent LLC (VFH), a wholly-owned debt-issuance subsidiary of Virtu Financial LLC (Virtu). KEY RATING DRIVERS The expected secured term loan and revolving credit facility ratings assigned to VFH are equalized with Virtu's Issuer Default Rating (IDR), based on an unconditional guarantee and Fitch's expectation for average recovery prospects for the instruments. Virtu's ratings reflect its established market position as a technology-driven market maker across various venues, geographies and products, improving scale and diversification, strong operating performance, scalable business model, experienced management team, strong execution against stated cost reduction targets in recent acquisitions, and the expectation that Virtu will maintain moderate leverage and reasonable liquidity in a lower volatility environment. Additionally, Fitch believes that Virtu's market-neutral trading strategies in highly liquid products and extremely short holding periods minimize market and liquidity risks. The proceeds from the term loan issuance are expected to be deployed to refinance the currently outstanding $1.6 billion senior secured term loan, with an incremental $200 million borrowing to be deployed for share repurchases and for general corporate purposes. The three-year $250 million credit facility is expected to be unfunded at transaction closing. Pro-forma for the debt upsizing, cash flow leverage, as measured by gross debt to adjusted EBITDA will increase to 1.4x, from 1.2x for the trailing 12 months ending Sept. 30, 2021. Fitch expects Virtu will be able to manage its leverage within its long-term publicly communicated target of 2.00-2.25x, and below Fitch's rating sensitivity threshold of under 2.50x, if market volatility normalizes towards historical averages. An inability to maintain leverage at-or-below 2.5x on a sustained basis would be viewed negatively by Fitch. RATING SENSITIVITIES The expected secured term loan rating is primarily sensitive to changes in Virtu's IDR, and secondarily, to material changes in Virtu's capital structure and/or changes in Fitch's assessment of the recovery prospects for the debt instruments. The ratings of VFH Parent LLC are equalized with those of Virtu and would be expected to move in tandem. Positive rating action on Virtu's IDR is likely limited to the 'BB' rating category given the significant operational risk inherent in technology-driven trading. Factors that could, individually or collectively, lead to positive rating action/upgrade of Virtu's IDR: -- Consistent operating performance, including maintenance of EBITDA margins above 30% during lower volatility environments; -- Minimal operational losses over a longer time period; -- Maintaining cash flow leverage consistently at-or-below 2.0x on a gross debt/adjusted EBITDA basis; -- Increased funding flexibility, including the addition of an unsecured funding component and demonstrated access to third party funding through market cycles. Factors that could, individually or collectively, lead to negative rating action/downgrade of Virtu's IDR: -- An inability to maintain leverage at or below 2.5x on a gross debt/adjusted EBITDA basis; -- An idiosyncratic liquidity event; -- A material deterioration in interest coverage, approaching 3x; -- Adverse legal or regulatory actions against Virtu, which results in a material fine, reputational damage, or alteration in the business profile. -- Material operational or risk management failures; -- An inability to maintain Virtu's market position in the face of evolving market structures and technologies; -- A material shift into trading less-liquid products or a material increase in position holding periods without a commensurate increase in the tangible equity base. VFH PARENT: S&P Rates Senior Secured Term Loan and Revolver 'B+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' rating to VFH Parent LLC's (Virtu) new $1.8 billion senior secured term loan due 2029 and $250 million revolving credit facility. The new term loan issuance refinances the existing $1.6 billion term loan and extends the maturity. The additional term loan proceeds will be available for general corporate purposes, which S&P expected to include repurchases of the company's common stock. While the issuance does not affect S&P's ratings on Virtu, it views positively the increase in revolver capacity from the current $50 million. WISHING WELL: Case Summary & Four Unsecured Creditors ----------------------------------------------------- Debtor: Wishing Well Property Investments, LLC Series 1 7829 Harbour Towne Ave Las Vegas, NV 89113 Chapter 11 Petition Date: January 4, 2022 Court: United States Bankruptcy Court District of Nevada Case No.: 22-10005 Judge: Hon. Mike K. Nakagawa Debtor's Counsel: Christopher P. Burke, Esq. CHRISTOPHER P. BURKE, ESQ. 218 S. Maryland Parkway Las Vegas, NV 89101 Tel: (702) 385-7987 Fax: (702) 385-7986 E-mail: atty@cburke.lvcoxmail.com Total Assets: $2,899,046 Total Liabilities: $1,433,401 The petition was signed by Russell Roth, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TCMV37Y/WISHING_WELL_PROPERTY_INVESTMENTS__nvbke-22-10005__0001.0.pdf?mcid=tGE4TAMA YOGI JAY: Future Cash Flow to Fund Plan Payments ------------------------------------------------ Yogi Jay, LLC, filed with the U.S. Bankruptcy Court for the Western District of Virginia a Chapter 11 Plan of Reorganization dated Dec. 27, 2021. The Debtor is a Virginia limited liability company whose only members are a husband and wife, Jayprakash Patel and Yogita Patel. The Debtor's sole business is the operation of the Lake Inn, an independent, non-franchised sixty room motel located in Hardy, Virginia on Route 122, near the Westlake Shopping Center at Smith Mountain Lake. This case is primarily brought about by a dispute with one large creditor, Ariyan, LLC. Within four months of entering into the Contract with Ariyan, the COVID-19 pandemic hit the U.S. The effect of the pandemic on the hospitality industry had a substantial negative impact on the Debtor's ability to generate income through the motel's operation sufficient to service its monthly payment obligation to Ariyan. Following a default in payments, Ariyan filed a Complaint against the Debtor and Mr. and Ms. Patel in Franklin County Circuit Court on November 20, 2020. Such suit was pending as of the Petition Date, and was scheduled for trial on September 29, 2021. Following Ariyan's filing of the state court Complaint, Mr. and Ms. Patel pursued numerous negotiations with Ariyan in an effort to resolve the Debtor's default in payments. Those efforts led to a subsequent agreement, reached between the Debtor, Ariyan, and Mr. and Ms. Patel, in December 2020. This Plan under chapter 11 of the Bankruptcy Code proposes to pay Creditors of the Debtor from future cash flow of the Debtor and from the infusion of capital. Non-priority unsecured Creditors holding Allowed Claims will receive distributions in accordance with this Plan that greatly exceed the amount such Claims would receive in a Chapter 7 liquidation. This Plan also provides for the payment of Administrative Claims and Expenses. Class 1 consists of the Secured Claim of Ariyan, LLC. The Debtor will treat the claim of Ariyan, LLC, consisting of the unpaid balance due to Ariyan, LLC by the Debtor under the Contract, and any additional amounts that Ariyan, LLC has paid on the Debtor's behalf since October 2019 on account of insurance premiums and real estate taxes, as a claim secured by the motel real estate and personal property assets as those assets are described in the Contract. Commencing in March 2022, Ariyan, LLC shall receive either: (i) the Allowed amount of Ariyan, LLC's Allowed Secured Claim, in equal monthly principal and interest payments, amortized for 30 years, and bearing interest at the annual rate of 5% on a 365/365 basis, with a balloon payment of all outstanding principal and interest on the date which is 5 years from the Effective Date; or (ii) payment upon such other less favorable terms as may be agreed to by Ariyan, LLC and the Debtor. The source of such payments will be from the Debtor's Free Cash Flow. Class 2 consists of all other Allowed General Unsecured Claims. As soon as practicable following the one-year anniversary of the Effective Date, and then as soon as practicable following each of the next four one-year anniversaries of the Effective Date, the Debtor will pay to each Holder of an Allowed Class 2 Claim an amount equal to one-fifth of each Holder's respective Allowed Class 2 Claim. Accordingly, the Debtor will pay each Allowed Class 2 Claim in full over the course of five years from the Effective Date. The source of such payments will be from the Debtor's Free Cash Flow. Class 3 consists of Equity Interests in the Debtor. The Holder s of the Equity Interests in the Debtor shall retain their interests in Yogi Jay, but they shall not be entitled, and shall not receive, any distribution of available Cash on account of such Equity Interests during the five year term of the Plan. The Debtor will operate its motel business prior to and following confirmation of this Plan to fund the Distributions. The Debtor projects sufficient revenue to satisfy the distribution requirements of the Plan. Upon and after the Effective Date, the Reorganized Debtor shall have all powers provided for under this Plan and the Confirmation Order and shall have all of the powers provided by section 1184 of the Bankruptcy Code. A full-text copy of the Plan of Reorganization dated Dec. 27, 2021, is available at https://bit.ly/3EWy6ME from PacerMonitor.com at no charge. Counsel for the Debtor and Debtor in Possession: Richard D. Scott, Esq. (Va. Bar No. 44527) Law Office of Richard D. Scott, PC 4519 Brambleton Avenue, Suite 210 Roanoke, VA 24018 (540) 400-7997 (540) 491-9465 (facsimile) richard@rscottlawoffice.com About Yogi Jay LLC Yogi Jay, LLC, a Hardy, Va.-based company in the traveler accommodation industry, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Va. Case No. 21-70662) on Sept. 28, 2021, listing $1,058,043 in assets and $844,908 in liabilities. Jayprakash Patel, member and manager of Yogi Jay, signed the petition. Judge Paul M. Black oversees the case. The Law Office of Richard D. Scott, PC, is the Debtor's legal counsel while Business Research & Bookkeeping Prof. LLC is the Debtor's bookkeeper. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Darr Group, LLC Bankr. D.N.J. Case No. 21-19640 Chapter 11 Petition filed December 15, 2021 See https://www.pacermonitor.com/view/5WFG2LY/Darr_Group_LLC__njbke-21-19640__0001.0.pdf?mcid=tGE4TAMA represented by: Scott J. Goldstein, Esq. LAW OFFICES OF SCOTT J. GOLDSTEIN, LLC E-mail: sjg@sgoldsteinlaw.com In re Washington Place Indiana 1073 LLC Bankr. E.D.N.Y. Case No. 21-43089 Chapter 11 Petition filed December 15, 2021 See https://www.pacermonitor.com/view/MINNU6I/Washington_Place_Indiana_1073__nyebke-21-43089__0001.0.pdf?mcid=tGE4TAMA represented by: Kevin J. Nash, Esq. GOLDERG WEPRIN FINKEL GOLDSTEIN LLP E-mail: knash@gwfglaw.com In re Washington Place Indiana 945 LLC Bankr. E.D.N.Y. Case No. 21-43088 Chapter 11 Petition filed December 15, 2021 See https://www.pacermonitor.com/view/PTXNDKI/Washington_Place_Indiana_945_LLC__nyebke-21-43088__0001.0.pdf?mcid=tGE4TAMA represented by: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP E-mail: knash@gwfglaw.com In re Juanito's Grocery Corp. Bankr. S.D.N.Y. Case No. 21-12060 Chapter 11 Petition filed December 15, 2021 See https://www.pacermonitor.com/view/CQHNYJI/Juanitos_Grocery_Corp__nysbke-21-12060__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Fernando Jesus Paonessa Lopez Bankr. D.P.R. Case No. 21-03681 Chapter 11 Petition filed December 15, 2021 represented by: Enrique Almeida Bernal, Esq. ALMEIDA & DAVILA, PSC In re William R Perry & Associates, LLC Bankr. N.D. Fla. Case No. 21-50126 Chapter 11 Petition filed December 17, 2021 See https://www.pacermonitor.com/view/2K2RSEY/William_R_Perry__Associates_LLC__flnbke-21-50126__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C. Bruner, Esq. BRUNER WRIGHT, P.A. E-mail: rbruner@brunerwright.com In re 13 Clinton Ave LLC Bankr. D. Mass. Case No. 21-11870 Chapter 11 Petition filed December 20, 2021 See https://www.pacermonitor.com/view/PJ6N4PA/13_Clinton_Ave_LLC__mabke-21-11870__0001.0.pdf?mcid=tGE4TAMA represented by: David B. Madoff, Esq. MADOFF & KHOURY LLP E-mail: alston@mandkllp.com In re 21 Drops, LLC Bankr. S.D. Fla. Case No. 21-21960 Chapter 11 Petition filed December 23, 2021 See https://www.pacermonitor.com/view/2N6OWDQ/21_Drops_LLC__flsbke-21-21960__0001.0.pdf?mcid=tGE4TAMA represented by: Clive Morgan, Esq. MORGAN LEGAL, P.A. E-mail: cmorgan@clivemorgan.com In re Joseph Manuel Tages and Leticia Bernarda Tages Bankr. N.D. Ill. Case No. 21-14648 Chapter 11 Petition filed December 29, 2021 represented by: Baldo Chavez, Esq. In re Lawrence V. Otway Bankr. S.D.N.Y. Case No. 21-12140 Chapter 11 Petition filed December 29, 2021 represented by: Andrew Gottesman, Esq. In re Pamela Marcelle Bilbrey Bankr. E.D. Tenn. Case No. 21-12368 Chapter 11 Petition filed December 29, 2021 represented by: Amanda Stofan, Esq. In re Julio Garriga and Zaida Gonzalez-Alvarez Bankr. E.D. Va. Case No. 21-12099 Chapter 11 Petition filed December 29, 2021 represented by: Madeline Trainor, Esq. In re Blanca Mohd Bankr. C.D. Cal. Case No. 21-12075 Chapter 11 Petition filed December 30, 2021 represented by: Nancy Korompis, Esq. In re Christine A. Bennett Bankr. N.D. Cal. Case No. 21-10532 Chapter 11 Petition filed December 30, 2021 In re Juan Carlos Romero Bankr. M.D. Fla. Case No. 21-06470 Chapter 11 Petition filed December 30, 2021 represented by: Angelina Lim, Esq. JOHNSON POPE BOKOR RUPPEL & BURNS, LLP Email: angelinal@jpfirm.com In re Lake Sana Developments LLC Bankr. S.D. Fla. Case No. 21-22132 Chapter 11 Petition filed December 30, 2021 See https://www.pacermonitor.com/view/SAZQTRA/Lake_Sana_Developments_LLC__flsbke-21-22132__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Bar Services, LLC Bankr. N.D. Ga. Case No. 21-59648 Chapter 11 Petition filed December 30, 2021 See https://www.pacermonitor.com/view/UX62NYQ/Bar_Services_LLC__ganbke-21-59648__0001.0.pdf?mcid=tGE4TAMA represented by: Nathan Juster, Esq. JONES & WALDEN, LLC E-mail: info@joneswalden.com In re Sunshine Village, LLC Bankr. D. Nev. Case No. 21-15880 Chapter 11 Petition filed December 30, 2021 See https://www.pacermonitor.com/view/ZAK63HY/SUNSHINE_VILLAGE_LLC__nvbke-21-15880__0001.0.pdf?mcid=tGE4TAMA represented by: Corey B. Beck, Esq. COREY B. BECK, ESQ. E-mail: becksbk@yahoo.com In re Franzen Forest Products, Inc. (Eau Claire) Bankr. W.D. Wisc. Case No. 21-12579 Chapter 11 Petition filed December 30, 2021 See https://www.pacermonitor.com/view/VFTUPXQ/Franzen_Forest_Products_Inc_Eau__wiwbke-21-12579__0001.0.pdf?mcid=tGE4TAMA represented by: Greg P. Pittman, Esq. PITTMAN & PITTMAN LAW OFFICES, LLC E-mail: Info@PittmanandPittman.com In re Keepitsimple.us LLC Bankr. N.D. Ala. Case No. 21-02986 Chapter 11 Petition filed December 31, 2021 See https://www.pacermonitor.com/view/WITQICI/Keepitsimpleus_LLC__alnbke-21-02986__0001.0.pdf?mcid=tGE4TAMA represented by: Bill D. Bensinger, Esq. CHRISTIAN & SMALL LLP E-mail: bdbensinger@csattorneys.com In re Keep Information Technology Simple, LLC Bankr. N.D. Ala. Case No. 21-02987 Chapter 11 Petition filed December 31, 2021 See https://www.pacermonitor.com/view/W47N3WI/Keep_Information_Technology_Simple__alnbke-21-02987__0001.0.pdf?mcid=tGE4TAMA represented by: Bill D. Bensinger, Esq. CHRISTIAN & SMALL LLP E-mail: bdbensinger@csattorneys.com In re Chris' Collision Center, Inc. Bankr. E.D. Cal. Case No. 21-24309 Chapter 11 Petition filed December 31, 2021 See https://www.pacermonitor.com/view/57D5C5A/Chris_Collision_Center_Inc__caebke-21-24309__0001.0.pdf?mcid=tGE4TAMA represented by: Gabriel E. Liberman, Esq. LAW OFFICES OF GABRIEL LIBERMAN, APC E-mail: attorney@4851111.com In re Ashley August Budweg Bankr. N.D. Ala. Case No. 22-80001 Chapter 11 Petition filed January 1, 2022 represented by: Kevin Heard, Esq. In re Elaine Palasota Bankr. W.D. Tex. Case No. 22-60001 Chapter 11 Petition filed January 1, 2022 represented by: Eric Liepins, Esq. In re El Jebowl, LLC Bankr. D. Colo. Case No. 22-10004 Chapter 11 Petition filed Jan. 2, 2022 See https://www.pacermonitor.com/view/4SWBB4Y/El_Jebowl_LLC__cobke-22-10004__0001.0.pdf?mcid=tGE4TAMA represented by: Kevin S. Neiman, Esq. LAW OFFICES OF KEVIN S. NEIMAN, PC E-mail: kevin@ksnpc.com In re Highway to Heaven Route 66 Motor Cycle Memorial LLC Bankr. C.D. Cal. Case No. 22-10002 Chapter 11 Petition filed January 2, 2022 See https://www.pacermonitor.com/view/NI554XA/Highway_to_Heaven_Route_66_Motor__cacbke-22-10002__0003.0.pdf?mcid=tGE4TAMA represented by: E. Jay Gotfredson, Esq. GOTFREDSON & ASSOCIATES, APC E-mail: LawFirm@GotfredsonAssociates.com In re Melanie Pearl Reyes Barrientos Bankr. N.D. Cal. Case No. 22-30001 Chapter 11 Petition filed January 2, 2022 represented by: Arasto Farsad, Esq. In re Teresa B. Bolton Bankr. N.D. Fla. Case No. 22-30001 Chapter 11 Petition filed January 3, 2022 represented by: Robert Bruner, Esq. In re Millennium Granite & Marble, LLC Bankr. S.D. Fla. Case No. 22-10033 Chapter 11 Petition filed January 3, 2022 See https://www.pacermonitor.com/view/72BBNMY/MILLENNIUM_GRANITE__MARBLE_LLC__flsbke-22-10033__0001.0.pdf?mcid=tGE4TAMA represented by: Tarek K. Kiem, Esq. KIEM LAW, PLLC E-mail: tarek@kiemlaw.com In re Paul Michael King Bankr. S.D. Fla. Case No. 22-10023 Chapter 11 Petition filed January 3, 2022 represented by: Olga Rodriguez, Esq. In re Clarehouse Living Inc. Bankr. N.D. Ga. Case No. 22-50035 Chapter 11 Petition filed January 3, 2022 See https://www.pacermonitor.com/view/GSHFDNY/CLAREHOUSE_LIVING_INC__ganbke-22-50035__0001.0.pdf?mcid=tGE4TAMA represented by: Greg Bailey, Esq. ATTY. GREG T. BAILEY & ASSOC E-mail: attygregtbailey@msn.com In re Knox Clinic Corporation Bankr. E.D. Mich. Case No. 22-40018 Chapter 11 Petition filed January 3, 2022 See https://www.pacermonitor.com/view/JYIHO3I/Knox_Clinic_Corporation__miebke-22-40018__0001.0.pdf?mcid=tGE4TAMA represented by: Robert Bassel, Esq. E-mail: bbassel@gmail.com In re Barina Group LLC Bankr. E.D.N.Y. Case No. 22-70014 Chapter 11 Petition filed January 3, 2022 See https://www.pacermonitor.com/view/2SEMFNA/Barina_Group_LLC__nyebke-22-70014__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re North Channel Assistance Ministries Bankr. S.D. Tex. Case No. 22-30026 Chapter 11 Petition filed January 3, 2022 See https://www.pacermonitor.com/view/V2PMS4Q/North_Channel_Assistance_Ministries__txsbke-22-30026__0001.0.pdf?mcid=tGE4TAMA represented by: Jack N. Fuerst, Esq. JACK N. FUERST & ASSOCIATES, P.C. E-mail: jfuerst@sbcglobal.net In re G.H. Reid Enterprises, LLC Bankr. S.D. Tex. Case No. 22-60001 Chapter 11 Petition filed January 3, 2022 See https://www.pacermonitor.com/view/43JS3EA/GH_Reid_Enterprises_LLC__txsbke-22-60001__0001.0.pdf?mcid=tGE4TAMA represented by: Richard Lee Fuqua II, Esq. FUQUA & ASSOCIATES, P.C. E-mail: RLFuqua@FuquaLegal.com In re Mary Pamela Bowman Bankr. N.D. Tex. Case No. 22-30013 Chapter 11 Petition filed January 3, 2022 represented by: Thomas Sheils, Esq. In re Monica Monique Jeffers Bankr. S.D. Tex. Case No. 22-30036 Chapter 11 Petition filed January 4, 2022 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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