/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220107.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 7, 2022, Vol. 26, No. 6 Headlines 12TH & K ST. MALL: Case Summary & 20 Largest Unsecured Creditors 232 SEIGEL: Brooklyn's Bushwick Hotel Site Up for Feb. 3 Auction 37 VENTURES: Seeks Approval to Hire Interest Rates Expert 6TH AND SAN JACINTO: U.S. Trustee Unable to Appoint Committee 96 WYTHE: Seeks to Hire Fern Flomenhaft as Insurance Counsel A TREME MANAGEMENT: Taps Bankruptcy Center of Louisiana as Counsel ABRAXAS PETROLEUM: To Sell Williston Basin Assets for $87.2M ADAMIS PHARMACEUTICALS: Receives Noncompliance Notice From Nasdaq ADDISON GROUP: Moody's Affirms B2 CFR; Outlook Stable AGM GROUP: Shareholders Elect Five Directors ALTAGAS LTD: S&P Rates New Subordinated Notes Series 1 'BB' APPLIED ENERGETICS: Appoints Mary O'Hara as Chief Legal Officer AYTU BIOSCIENCE: Appoints Mark Oki as Chief Financial Officer BABCOCK & WILCOX: Underwriters Exercise Overallotment Option BAGELS N' CREAM: Creditors to Get Proceeds of Malpractice Claim BAR SERVICES: Seeks to Hire Jones & Walden as Legal Counsel BESTHOST INN: Case Summary & 18 Unsecured Creditors BITNILE HOLDINGS: Buys Property for $15.5M for Multifamily Project BITNILE HOLDINGS: Obtains $52.2 Million in Secured Debt Financing BLUEAVOCADO CO: Seeks to Hire AB Accretive as Financial Advisor BOY SCOUTS: Bailly and McMillan Represents Abuse Survivor BOY SCOUTS: Carmen Durso Represents Seven Abuse Survivors BOY SCOUTS: Falls Short of 75% Support for $2.7-Bil. Plan BOY SCOUTS: Leonard Legal Group Represents Unsecured Claimants BOY SCOUTS: Nagel Rice Represents Unsecured Claimants BOY SCOUTS: Stark & Stark Represents Unsecured Claimants BOY SCOUTS: Wright & Schulte Represents Unsecured Claimants BRAZIL MINERALS: Appoints Jason Baybutt as CFO BROOKLYN IMMUNOTHERAPEUTICS: Reduces Workforce by 53% C-CORE-IN: Seeks Approval to Tap Eric A. Liepins as Legal Counsel CLEARDAY INC: Robert Watson, Jr. Resigns From Board of Directors CUSTOM TRUCK: To Present at CJS Securities 22nd Annual Conference DELCATH SYSTEMS: Registers 1.8M Shares Under 2020 Incentive Plan DUNBAR PLAZA: Seeks Approval to Hire Matthew Johnson as Co-Counsel EASTSIDE DISTILLING: Postpones Special Meeting Until Feb. 8 EL JEBOWL: Seeks to Hire Law Offices of Kevin S. Neiman as Counsel ELITE AEROSPACE: Taps Force Ten Partners as Restructuring Advisor EVOKE PHARMA: To Take Part at H.C. Wainwright BIOCONNECT Conference GOLDEN NUGGET: S&P Assigns 'B' ICR on Proposed Refinancing GRACIE'S VENTURES: Jan. 26 Plan Confirmation Hearing Set GREENPOINT ASSET: Case Summary & 20 Largest Unsecured Creditors HAWAIIAN HOLDINGS: IAM Director Designee Resigns HOVNANIAN ENTERPRISES: Posts $607.8M Net Income in FY Ended Oct. 31 IM SERVICES: Seeks to Hire Johnson May as Bankruptcy Counsel IMAGEWARE SYSTEMS: Secures $2.5 Million Bridge Financing INOC PROPERTIES: Seeks to Hire Tittle Law Group as Legal Counsel INVO BIOSCIENCE: Extends Paradigm SPA Closing Date to Jan. 31 KEEPITSIMPLE.US LLC: Taps Christian & Small as Bankruptcy Counsel KITCHENS & SPACES: Taps Law Offices of Joel A. Schechter as Counsel KNOX CLINIC: Cottage Clinic Files for Chapter 11 Bankruptcy LEXARIA BIOSCIENCE: Signs Contractual Agreements With Top Execs LIVEONE INC: Holder Swaps $2.4 Million Debt Into Equity LM ENDEAVOR: Seeks to Hire Miranda & Maldonado as Legal Counsel LMMS INC: Disposable Income to Fund Plan Payments LTL MANAGEMENT: Court Asked to Vacate Second Committee Appointment MARRONE BIO: Hikes Line of Credit to Support Sales, Manufacturing MERCURITY FINTECH: Posts US$2.3 Million Net Loss in Third Quarter MYOMO INC: Signs Amended JV Agreement With Beijing Ryzur Medical NATURE COAST: Unsecureds to Get Share of Creditor Fund NEW YORK HAND: Seeks to Tap Salts Law Office as Bankruptcy Counsel NOVABAY PHARMACEUTICALS: Adjourns Special Meeting to Jan. 14 NUTRIBAND INC: Issued Full Patent for AVERSA Technology From KIPO PRESSURE BIOSCIENCES: All Three Proposals Passed at Special Meeting PURDUE PHARMA: Mediation With Sacklers Ordered for New Deal QUADRUPLE D TRUST: Seeks to Hire Berken Cloyes as Legal Counsel QUASAR INTERMEDIATE: Moody's Assigns B3 CFR Amid Clearlake Buyout REGIONAL HEALTH: Grants Equity Awards to CEO, CFO RICHMOND EVENTS: Unsecureds Will Get 10% in Subchapter V Plan RIOT BLOCKCHAIN: To Buy 18K Bitcoin Mining Computers for $202.86M RIVERFRONT CRUISE: Unsecured Creditors to Get $0 in Plan ROCKDALE MARCELLUS: $222-Mil. Sale to Repsol Approved by Judge RV RETAILER: S&P Ups ICR to 'B+' on Good Demand, Outlook Stable RVR DEALERSHIP: Moody's Hikes CFR to B1; Outlook Stable SINTX TECHNOLOGIES: Falls Short of Nasdaq Bid Price Requirement SRS DISTRIBUTION: Moody's Assigns B2 Rating to New Term Loan SRS DISTRIBUTION: S&P Assigns 'B-' Rating on New Term Loan B SUMMIT FINANCIAL: Taps Business Management as Accountant TABULA RASA: Seeks to Hire Porter Hedges as Bankruptcy Counsel VFH PARENT: Moody's Rates $1.8-Bil. 7-Year Term Loan 'Ba3' VOILA INC: Files Chapter 7 Bankruptcy Petition VPR BRANDS: Settles Patent Lawsuit vs. PHD Marketing WHEELS AMERICA: Seeks to Tap St. James Law as Bankruptcy Counsel WILSON GOMER: Unsecureds to Get 17.85% of Claims in Consensual Plan Z REAL ESTATE: Property Sale Proceeds to Fund Plan ZIPRECRUITER INC: Moody's Assigns B1 CFR; Outlook Stable ZIPRECRUITER INC: S&P Assigns 'BB-' ICR, Outlook Stable ZNB LLP: Taps Coard Benson of Benson & Mangold as Realtor [*] Claims Trading Report - December 2021 [*] Fox Rothschild Adds Ex-Gibbons Attorney in Delaware [^] BOOK REVIEW: GROUNDED: Destruction of Eastern Airlines ********* 12TH & K ST. MALL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: 12th & K St. Mall Partners, LLC 4910 W 1st Street Los Angeles, CA 90004 Chapter 11 Petition Date: January 6, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-10061 Judge: Hon. Barry Russell Debtor's Counsel: Matthew D. Resnik, Esq. RESNIK HAYES MORADI, LLP 17609 Ventura Blvd Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Robert W. Clippinger, managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6R6XBZA/12th__K_St_Mall_Partners_LLC__cacbke-22-10061__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. ABM Parking $3,800 1100 J Street Sacramento, CA 95814 2. Air Systems Service $12,832 & Construction 10381 Old Placerville Road, #100 Sacramento, CA 95827 3. Alvarado Smith $28,440 1 MacArthur Place Santa Ana, CA 92707 4. Bank of Commerce $52,816 Merchants Bank of Commerce P.O. Box 994748 Redding, CA 96099-4748 5. City of Sacramento $12,235 Dept of Utilities PO Box 2770 Sacramento, CA 95812-2770 6. Clippinger Investment $95,383 Properties Inc. 4910 W. 1st Street Los Angeles, CA 90004 7. Comcast Business $2,915 8. Danielson Kim Law $9,066 Group P.C. 5170 Golden Foothill Pkwy. El Dorado Hills, CA 95762 9. Deodoro Ortiz $6,050 Ortiz Cleaners 123 Bell Avenue Sacramento, CA 95838 10. DLA Piper LLP $30,732 2000 Avenue of the Stars, Ste. 400 Los Angeles, CA 90067 11. HD Supply Facilities $1,870 Maintenance 12. Maintenance Supply $3,255 Headquarters, LP 13. Placer Floors, Inc. $1,864 14. Rico's Heating & Air $1,756 15. Sacramento County $159,808 PO Box 839 Sacramento, CA 95812-0839 16. Schindler Elevator Corp. $3,543 1329 N Market Blvd., Ste. 120 Sacramento, CA 95834-2941 17. Simas Floor Company, Inc. $29,129 3550 Power Inn Road Sacramento, CA 95826 18. SMUD $26,441 PO Box 15830 Sacramento, CA 95852-0830 19. Turton Commercial Real Estate $9,436 1525 Ridge Creek Way Roseville, CA 95661 20. Vallet Living $6,585 100 S. Ashley Drive, Ste. 700 Tampa, FL 33602 232 SEIGEL: Brooklyn's Bushwick Hotel Site Up for Feb. 3 Auction ---------------------------------------------------------------- MYC & Associates will hold an auction on Feb. 3, 2022, at 11:00 a.m., for the sale of a hotel development/redevelopment site at 232 Seigel Street in Brooklyn, NY 11206, owned by 232 Seigel Development LLC et al. The former development site of the Bushwick Hotel is a 10-story, 144-key hotel located in East Williamsburg, Brooklyn, New York. Further information on the sale, contact: MYC & Associates 1110 South Avenue, Ste. 22 Staten Island, NY 10314 Tel: (347) 273-1258 Email: sales@myccorp.com About 232 Seigel Acquisition 232 Seigel Acquisition classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 232 Seigel Acquisition is the owner of a fee simple title to certain real property in Brooklyn, New York, having a comparable sale value of $18 million. 232 Seigel Development LLC and 232 Seigel Acquisition LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-22844 to 20-22845) on July 14, 2020. 232 Seigel Acquisition disclosed total assets of $18,000,000 and total liabilities of $7,112,316. The Honorable Robert D. Drain is the case judge. The Debtors tapped Mark Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, as counsel. 37 VENTURES: Seeks Approval to Hire Interest Rates Expert --------------------------------------------------------- 37 Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Edward Burr, managing director at Mac Restructuring Advisors, LLC. The Debtor requires an expert to provide evidence regarding the appropriate rate of interest under its Chapter 11 plan Of reorganization, which contemplates making post-effective date payments to creditors over time with interest. Mr. Burr will be paid an hourly fee of $375 and reimbursed for his actual out-of-pocket expenses. In court papers, Mr. Burr disclosed that he is a "disinterested person" as that term is defined by Section 101(14) of the Bankruptcy Code. Mr. Burr can be reached at: Edward M. Burr Mac Restructuring Advisors, LLC 10191 E Shangri la Rd Scottsdale, AZ 85260 Phone: (602) 418-2906 Email: Ted@MacRestructuring.com About 37 Ventures 37 Ventures, LLC, a company based in Thousand Oaks, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10261) on March 18, 2021. Its affiliate, Larada Sciences, Inc., a Utah-based company that owns and operates clinics dedicated to head lice prevention and treatment, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 21-10269) on March 19, 2021. The cases are jointly administered under Case No. 21-10261. Judge Deborah J. Saltzman oversees the cases. In their petitions, 37 Ventures and Larada Sciences disclosed assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Levene Neale Bender Yoo & Brill, LLP serves as 37 Ventures' legal counsel. Larada Sciences tapped Cohne Kinghorn, PC as bankruptcy counsel, Zolkin Talerico LLP as local counsel, and Rocky Mountain Advisory, LLC as financial advisor. 6TH AND SAN JACINTO: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The U.S. Trustee for Region 6 on Jan. 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 6th and San Jacinto, LLC. About 6th and San Jacinto 6th and San Jacinto, LLC, based in Austin, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-10942) on Dec. 7, 2021, listing as much as $10 million in both assets and liabilities. Mark H. Ralston, Esq., at Fishman Jackson Ronquillo, PLLC is the Debtor's legal counsel. 96 WYTHE: Seeks to Hire Fern Flomenhaft as Insurance Counsel ------------------------------------------------------------ 96 Wythe Acquisition, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Fern Flomenhaft, PLLC as its insurance counsel. The firm will handle matters relating to insurance coverage by State National Insurance Company and RLI Insurance Company in connection with four claims regarding the Debtor's property at 96 Wythe Ave., Brooklyn, N.Y. The hourly billing rate for the firm's attorneys is $300 while the hourly rate for paralegal services is $75. An initial retainer was paid to the firm in the amount of $5,000. As disclosed in court filings, Flomenhaft neither holds nor represents interests adverse to the Debtor or its estate. The firm can be reached through: Fern Flomenhaft, Esq. Fern Flomenhaft, PLLC 26 Broadway, 26th Floor New York, NY 10004 Phone: +1 212-796-7601 Email: fflomenhaft@fflomlaw.com About 96 Wythe Acquisition 96 Wythe Acquisition, LLC, a privately held company in Brooklyn, N.Y., filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-22108) on Feb. 23, 2021, disclosing zero assets and $79,990,206 in liabilities. David Goldwasser, chief restructuring officer, signed the petition. Judge Robert D. Drain oversees the case. The Debtor tapped Backenroth Frankel & Krinsky, LLP and Mayer Brown, LLP as bankruptcy counsel; and Fern Flomenhaft, PLLC as insurance counsel. Getzler Henrich & Associates, LLC and Hilco Real Estate, LLC serve as the Debtor's financial advisors. A TREME MANAGEMENT: Taps Bankruptcy Center of Louisiana as Counsel ------------------------------------------------------------------ A Treme Management, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ the Bankruptcy Center of Louisiana to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor of its rights, duties and powers; b. advising the Debtor regarding matters of bankruptcy law; c. assisting the Debtor in the preparation and filing of all necessary bankruptcy schedules, statements of financial affairs and legal documents; d. representing the Debtor at all meetings, hearings, or other events that come before the court or that occur in the Debtor's case; e. representing the Debtor in any matter involving contests with secured or unsecured creditors, including the claims reconciliation process; f. consulting with the Debtor concerning the administration of its case; g. advising the Debtor concerning the formulation, preparation, filing and confirmation of its Chapter 11 plan, and the solicitation of acceptances, or responding to objections to such plan; h. advising the Debtor concerning, and assisting in the negotiation and documentation of, financing agreements, debt restructuring, cash collateral arrangements, and related transactions; i. advising the Debtor concerning any possible sale of its assets; j. reviewing the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens; k. providing advice concerning any further investigation of the assets, liabilities, and financial condition of the Debtor that may be required under local, state or federal law; l. prosecuting or defending litigation matters and such other matters that might arise during the Debtor's bankruptcy; m. providing counseling and representation with respect to the assumption or rejection of executory contracts and leases, sales of assets, and other bankruptcy-related matters; n. representing the Debtor in all matters related to its labor contracts and negotiations with unions, if needed; o. pursuing avoidable transfers and transactions of the Debtor, including, but not limited to, transfers and transactions arising under Sections 547 to 549 of the Bankruptcy Code; and p. performing other necessary legal services. The hourly rates charged by the firm for its services are as follows: Derek Terrell Russ, Member $150 per hour Zsatia Willis, Paralegal $35 per hour The firm received a retainer in the amount of $5,000, plus $1,738 filing fee. As disclosed in court filings, Bankruptcy Center of Louisiana is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Derek Terrell Russ, Esq. Bankruptcy Center of Louisiana 700 Camp Street New Orleans, LA 70113 Phone: 504-522-1717 Fax: 504-522-1715 Email: derekruss@russlawfirm.net About A Treme Management A Treme Management, LLC, a company that operates a commercial business, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 21-11418) on Dec. 9, 2021. Judge Meredith S. Grabill oversees the case. The Debtor is represented by Derek Terrell Russ, Esq., at Bankruptcy Center of Louisiana. ABRAXAS PETROLEUM: To Sell Williston Basin Assets for $87.2M ------------------------------------------------------------ Abraxas Petroleum Corporation announced (i) the cash sale of its Williston Basin assets to Lime Rock Resources for $87.2MM, (ii) the repayment of all of its revolving credit facility and (iii) the exchange of its entire Second Lien Term Loan held by Angelo Gordon Energy Funding, LLC into newly authorized Series A Preferred Stock. The transactions, which closed on Jan. 3, 2022, were part of the Company's previously announced strategic alternatives review. Bob Watson, Abraxas president & CEO stated, "For some time, Abraxas has been trying to find a solution that would resolve the indebtedness held by our lenders while at the same time providing continuing opportunity for our stockholders. The transactions announced today pay off all of our bank debt and convert AG's 2L Term Loan into preferred equity. Most importantly, the restructuring positions Abraxas as an unlevered, Delaware Basin pure play that can now access available capital sources to restart a drilling program in the Permian Basin. In short, we now have the opportunity to drill and complete wells in order to grow our production for the benefit of our common and preferred stockholders." Pro Forma Capital Structure Abraxas' capital structure is now comprised of common stock and preferred stock. The preferred stock has an initial preference amount of approximately $137MM which will accrete at 6% per annum, compounding quarterly. The holders of preferred stock will have approximately 85% of the total votes allocated to common and preferred stockholders and will thus have voting control of the Company. Upon a future Deemed Liquidation event (merger or other transaction as defined in the Preferred Stock Certificate of Designation), current Abraxas stockholders would receive 5% of any distribution above $100MM, until AG has received the Accreted Preference Amount, plus 25% of any distribution above that amount. In the near term, the Company may enter into a modest revolving credit facility with a commercial bank in order to "jump start" the Permian drilling program. Board of Directors The size of the Abraxas board of directors has been increased to five members: two continuing Abraxas directors and three new directors designated by AG. Effective with consummation of the transactions, two AG directors have been appointed to the Board, and a third AG member will be added later in January. Advisors Petrie Partners Securities, LLC served as financial advisor to Abraxas. Dykema Gossett PLLC and Holland & Hart LLP served as legal counsel to Abraxas. Simpson Thacher & Bartlett LLP and Brownstein Hyatt Farber Schreck served as legal counsel to Angelo Gordon. About Abraxas San Antonio, TX-based Abraxas Petroleum Corporation -- www.abraxaspetroleum.com -- is an independent energy company primarily engaged in the acquisition, exploration, development and production of oil and gas. Abraxas reported a net loss of $184.52 million for the year ended Dec. 31, 2020, compared to a net loss of $65 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $134.33 million in total assets, $245.46 million in total liabilities, and a total stockholders' deficit of $111.13 million. San Antonio, Texas-based ADKF, P.C., the Company's auditor since 2020, issued a "going concern" qualification in its report dated May 6, 2021, citing that the Company has not satisfied certain covenants under its first lien credit facility as of Dec. 31, 2020 which represents an event of default. Additionally, the company does not anticipate maintaining compliance with all of its credit facilities over the next twelve months. These matters raise substantial doubt about the Company's ability to continue as a "going concern." ADAMIS PHARMACEUTICALS: Receives Noncompliance Notice From Nasdaq ----------------------------------------------------------------- Adamis Pharmaceuticals Corporation received on Dec. 31, 2021, a notice from the Listing Qualifications Department of The Nasdaq Stock Market informing the Company that for 30 consecutive business days, the closing bid price of the Company's common stock was below $1.00 per share, which is the minimum required closing bid price for continued listing on the Nasdaq Capital Market pursuant to Marketplace Rule 5550(a)(2). This notice has no immediate effect on the Company's Nasdaq listing or the trading of its common stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the date of notification, or until June 29, 2022, to regain compliance. If at any time before June 29, 2022, the bid price of the Company's common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. The notice letter also disclosed that if the Company does not regain compliance within the initial compliance period, it may be eligible for an additional 180-day compliance period. To qualify for additional time, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of a plan to cure the deficiency during the second compliance period. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days to regain compliance. However, if it appears to the staff of Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the staff would notify the Company that it will not be granted additional 180 days for compliance and will be subject to delisting at that time. In the event of such notification, the Company may appeal the staff's determination to delist its securities, but there can be no assurance that any such appeal would be successful. The Company intends to monitor the closing bid price for its common stock and will consider available strategies in an effort to satisfy the minimum bid price requirement. However, there are no assurances that the Company will be able to regain compliance with the minimum bid price requirements or will otherwise be in compliance with other Nasdaq listing rules. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including allergy, opioid overdose, respiratory and inflammatory disease. Adamis reported a net loss of $49.39 million for the year ended Dec. 31, 2020, compared to a net loss of $27.51 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $30.87 million in total assets, $27.37 million in total liabilities, and $3.50 million in total stockholders' equity. San Diego, California-based BDO USA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ADDISON GROUP: Moody's Affirms B2 CFR; Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed APFS Staffing Holdings, Inc.'s ("Addison Group") Corporate Family rating ("CFR") of B2 and the Probability of Default rating ("PDR") of B2-PD. Moody's assigned a B2 instrument ratings to the new senior secured 1st lien term loan due 2029, to be issued at the company's subsidiary, AG Group Holdings, Inc. Proceeds from the term loan, in addition to equity that consists of preferred and common equity and cash on the balance sheet, will be used to finance the purchase of the company by Trilantic North America. The rating outlook is stable. The ratings actions are based on expectations for continued revenue growth, opening leverage of 4.8x that is projected to decline to 4.6x by the end of 2022 and margins in the 14% area. Governance is a consideration in the ratings action given the change in private equity ownership of the company. Aggressive financial policies are typical of private sponsor owned companies and under new ownership leverage may be sustained at higher levels than previously. Affirmations: Issuer: APFS Staffing Holdings, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Outlook Actions: Issuer: APFS Staffing Holdings, Inc. Outlook, Remains Stable Assignments: Issuer: AG Group Holdings, Inc. Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4) Outlook Actions: Issuer: AG Group Holdings, Inc. Outlook, Assigned Stable RATINGS RATIONALE The B2 CFR reflects the company's niche and regional focus on temporary and project staffing of professionals in information technology, finance and accounting, non-clinical healthcare, digital marketing and other white-collar functions. Addison Group has modest profitability typical of temporary staffing companies, with EBITDA margins expected to remain in a 13% to 15% range. Moody's expects low-to-mid single digit organic revenue growth rates, debt to EBITDA of 4.6x by the end of 2022, EBITA to interest of around 3.8x and free cash flow to debt in the 13% area. These financial metrics are Moody's adjusted metrics. Moody's considers the white-collar temporary staffing industry to be highly competitive and cyclical. Over the last two years, Addison Group has increased the proportion of its revenue from consulting services, which tend to be longer in tenor than staffing in the talent solutions segment with higher margins. In its staffing segments, Addison Group has invested in proprietary training of its recruiters and salespeople and a suite of software tools to help it differentiate itself from competitors and maintain its historically high customer retention rates. The company generates a meaningful proportion of its revenue from the IT services sector, which has benefited from strong growth due to the accelerated digitalization of services and business operations globally. Moody's anticipates favorable economic and hence specific sector-based employment conditions to persist in the U.S. over the next 12-18 months, especially in Addison Group's key functional concentrations. Moody's current expectations for GDP in the U.S. is 4.4% for 2022 and 2.8% for 2023. Addison Group has supplemented organic revenue growth with acquisitions, purchasing three businesses over the last four years. Moody's believes that the new sponsor will continue the strategy of expanding via acquisitions as it adds geographies and expertise in lines of businesses. Addison Group could incur debt to fund additional leveraged acquisitions. As proposed, the new 1st lien term loan is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: (1) Incremental debt capacity up to the sum of (i) the greater of (a) $100 million and (b) 100% of LTM pro forma Consolidated EBITDA; plus (ii) unused amounts under the general debt basket; plus (iii) an unlimited amount subject to 5.25x First Lien Leverage Ratio or the most recent leverage (if pari passu secured). Amounts up to $100 million may be incurred with an earlier maturity than the initial term loans (2) There are no express "blocker" provisions, which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. (3) Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. (4) There are no express protective provisions prohibiting an up-tiering transaction. The above are proposed terms and the final terms of the credit agreement may be materially different. Moody's considers Addison Group's liquidity profile to be good. Free cash flow of approximately $70 million over the next 12 months will be more than adequate to fund about $5.3 million of annually required term loan amortization and Addison Group's limited growth capital expenditure needs (capital expenditures are only about 2% of revenues). Balance sheet cash after the proposed term loan closes and funds will be minimal but should build each quarter. The unrated $60 million ABL revolver maturing in 2026 is expected to be unused and fully available. There are no financial covenants applicable to the rated term loan. The B2 rating assigned to the term loan reflects both the B2-PD PDR and a loss given default assessment of LGD4, reflecting its second priority to the unrated senior secured ABL revolver. Because the ABL revolver has a priority lien on the collateral, recovery on the term loan would be lower. The term loan is guaranteed by the parent company and all material existing and future wholly-owned domestic subsidiaries. The stable ratings outlook reflects Moody's expectations for high client retention, mid-single digit organic revenue growth rates and free cash flow that is positive in each quarter and growing. Moody's also anticipates in the stable outlook that Addison Group may use its cash flow and the proceeds of additional debt issuances to continue to supplement organic revenue growth with acquisitions. The industries that the company places talent into also support the stable outlook. The IT services sector and non-clinical health care industries are undergoing growth and employment in these sectors will be robust. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: (1) revenue scale, geographic scope and service line diversity are increased; (2) Moody's expects debt to EBITDA will remain below 4x; and (3) financial policies emphasizing debt reduction above debt-funded acquisitions are maintained. The ratings could be downgraded if: (1) weaker customer retention, pricing declines or cost increases pressure margins; (2) revenue growth slows or stalls; (3) Moody's anticipates debt to EBITDA will remain above 5 times; (4) liquidity deteriorates; or (5) financial policies featuring debt-funded shareholder returns or aggressive M&A are adopted. Addison Group, based in Chicago, IL and controlled by affiliates of private equity sponsor Triatlantic North America, provides temporary contract staffing, permanent placement and consulting services in information technology, finance, non-clinical healthcare and other professional vertical markets through 32 offices in 24 US markets that are large employment markets surrounding metropolitan areas. The company was previously owned by Odyssey Investment Partners. Moody's expects 2021 revenue that approaches $800 million. AGM GROUP: Shareholders Elect Five Directors -------------------------------------------- AGM Group Holdings Inc. held its 2021 annual meeting of shareholders on Dec. 31, 2021, at which the shareholders: (1) elected Chenjun Li, Wenjie Tang, Fangjie Wang, Jialin Liu, and Jing Shi as directors to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified or until his or her earlier resignation, removal or death; and (2) ratified JLKZ CPA LLP, Inc. to serve as the independent registered public accounting firm of the company for the fiscal year ended Dec. 31, 2021. About AGM Group Holdings Headquartered in Wanchai, Hong Kong, AGM Group Holdings Inc. is a software company, currently providing fintech software and trading education software and website service. AGM Group reported a net loss of $1.07 million for the year ended Dec. 31, 2020, a net loss of $1.56 million for the year ended Dec. 31, 2019, and a net loss of $8.41 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $27.14 million in total assets, $23.84 million in total liabilities, and $3.30 million in total shareholders' equity. Flushing, New York-based JLKZ CPA LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 22, 2021, citing that the Company has incurred substantial losses during the year, which raises substantial doubt about its ability to continue as a going concern. ALTAGAS LTD: S&P Rates New Subordinated Notes Series 1 'BB' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB' rating to AltaGas Ltd.'s proposed fixed-to-fixed rate subordinated notes series 1 due January 2082. The company intends to use the net proceeds of this offering to redeem or repurchase its outstanding cumulative five-year minimum rate reset redeemable preferred shares series K as well as for other general corporate purposes. S&P said, "We classify the notes as having intermediate equity content because of their subordination, permanence, and optional deferability features, in line with our hybrid capital criteria. As a result, the proposed notes will receive 50% equity treatment for the calculation of AltaGas' credit metrics. "While the subordinated notes are due in 60 years, the interest margins will increase by 25 basis points (bps) in 2032 (year 10) and a further 75 bps (total of 100 bps from initial spread) in 2052 (year 30). We consider this cumulative 100 bp increase as a material step-up, which, in our opinion, could provide an incentive for AltaGas to redeem the instruments on that call date. Therefore, we consider 2052 as the effective maturity date for the notes. "In line with our criteria, the notes will receive minimal equity content after the first call date in 2032 because the remaining period until their effective maturity will be less than 20 years." The issuer credit rating on AltaGas is 'BBB-', and the outlook is stable. APPLIED ENERGETICS: Appoints Mary O'Hara as Chief Legal Officer --------------------------------------------------------------- The board of directors of Applied Energetics appointed Mary P. O'Hara, 54, to serve as general counsel and chief legal officer, effective Jan. 1, 2022. The Company and Ms. O'Hara entered into an Executive Employment Agreement, pursuant to which she is to serve for an initial term of three years, with automatic renewal for additional one-year periods thereafter unless either party terminates the agreement. The agreement calls for salary of $250,000 per year, plus standard benefits and eligibility for a bonus at the discretion of the board. The Company has also granted Ms. O'Hara additional options to purchase up to 640,000 shares of its common stock under its 2018 Incentive Stock Plan, which vest over four years, at an exercise price of $2.40 per share. Ms. O'Hara has been in private law practice for twenty-nine years and has broad experience in all facets of securities, corporate and commercial law. Ms. O'Hara has represented the Company for several years and is a member of its board of directors. Previously, she was with the law firm of Masur, Griffitts Avidor, LLP, and prior to that she was a partner at Hodgson Russ LLP and an associate at Fulbright & Jaworski LLP (now known as Norton Rose Fulbright) and Mayer Brown & Platt, LLP (now known as Mayer Brown LLP). Ms. O'Hara has a J.D. from New York University School of Law and a B.A. in Economics, magna cum laude, from the University of New Mexico. Ms. O'Hara has served as counsel to the company through her prior law firm, Masur Griffitts Avidor, LLP. The firm has billed the company monthly for services, and such fees averaged approximately $22,000 per month during the past 12 months. In light of her service as outside counsel and a board member, Ms. O'Hara recommended that the other members of the board seek guidance from separate counsel with respect to the agreement. The board then took such advice with respect to such matters as it deemed appropriate, including requesting a review of the agreement by separate counsel and consultation with respect thereto. Term Extension As of Jan. 3, 2021, Applied Energetics has further extended the term of Christopher Donaghey's service on its Board of Advisors, adding an exclusivity requirement which prohibits Mr. Donaghey from providing the same advisory services to other companies in the directed energy space. The Company issued Mr. Donaghey options to purchase up to 750,000 shares of its common stock for his agreement to extend his term and such exclusivity. The options are exercisable at a price of $2.40 per share. About Applied Energetics Headquartered in Tucson, Arizona, Applied Energetics, Inc. -- www.aergs.com -- specializes in the development and manufacture of advanced high-performance lasers, high voltage electronics, advanced optical systems, and integrated guided energy systems for prospective defense, aerospace, industrial, and scientific customers worldwide. Applied Energetics reported a net loss of $3.23 million for the year ended Dec. 31, 2020, compared to a net loss of $5.56 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $6.63 million in total assets, $2.39 million in total liabilities, and $4.24 million in total stockholders' equity. Henderson, Nevada-based RBSM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 12, 2021, citing that the company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the company's ability to continue as a going concern. AYTU BIOSCIENCE: Appoints Mark Oki as Chief Financial Officer ------------------------------------------------------------- Mark Oki will join Aytu BioPharma, Inc. as the Company's chief financial officer effective Jan. 17, 2022. Mr. Oki will serve as a member of Aytu's executive committee and will report to Josh Disbrow, chief executive officer. Mr. Oki will provide leadership and oversight of the Company's financial operations and planning, accounting, information technology and select other functions. "On behalf of the entire company, I am delighted to welcome Mark to Aytu and look forward to partnering with him as we build the company and advance our growth strategy," said Josh Disbrow, chief executive officer of Aytu BioPharma. "We look forward to drawing from Mark's deep financial experience and a well-aligned professional background across both commercial and development-stage companies. Mark will augment the skills of our executive team, and I'm looking forward to working together to continue our growth trajectory and pursuing the promise of our commercial portfolio as well as our development pipeline, including advancing AR101 for the treatment of vascular Ehlers-Danlos Syndrome." "I was drawn to Aytu following the company's significant transformation over the last two years and the promise of both the current commercial portfolio and the exciting prospects of AR101 as a potential treatment for VEDS," said Mark Oki. "With Aytu's transactional history and clear vision for future growth, I look forward to leveraging my financial expertise to progress the company's plans to grow revenue across the portfolio, improve operational efficiencies, and advance the pipeline, while playing an integral role in helping Aytu achieve its full potential as a leading pharmaceutical company." Mr. Oki has spent over twenty years in financial leadership positions in the biotechnology and pharmaceutical industries across numerous development- and commercial-stage companies. Most recently, he served as chief financial officer of Vivus LLC, (formerly Vivus, Inc.), a commercial-stage pharmaceutical company with a portfolio of therapeutics and a late-stage rare disease development asset. Until December 2020, Vivus was a Nasdaq-listed specialty pharmaceutical company that received approval for and launched multiple specialty products, out-licensed a key therapeutic following its FDA approval, and built a pipeline by acquiring a late-stage rare disease asset. At Vivus he was responsible for leading all finance, accounting, risk management, capital allocation and investment management, investor relations, human resources and information technology activities. Prior to Vivus, Mr. Oki held several positions at Alexza Pharmaceuticals, Inc., a publicly listed specialty pharmaceutical company, including as senior vice president, finance and chief financial officer. Before Alexza, Mr. Oki held roles of increasing responsibility at life science companies, Pharmacyclics, Inc. and Incyte Genomics, Inc. (now Incyte Corporation). Over the course of his career Mr. Oki has led or assisted in raising in excess of $600 million in capital across a range of licensing, debt and equity transactions. Mr. Oki began his career in public accounting at Deloitte & Touche, LLP (now Deloitte). He received his degree in Business Administration - Accounting and graduated with honors from San Jose State University. Mr. Oki is a Certified Professional Accountant (inactive). Inducement Grant Upon Mr. Oki's official start date on Jan. 17, 2022, the company will grant him 100,000 shares of Aytu's common stock pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4), as an inducement that is material to his entering into employment with Aytu BioPharma. The shares will vest over three years, subject to his continued service with Aytu. Aytu and Mr. Oki entered into an employment agreement, pursuant to which Mr. Oki will receive: * An annual base salary of $415,000, plus a target bonus of 40% of the base salary if certain performance milestones are met; * A signing bonus of $50,000; * A restricted stock grant of 100,000 shares of Aytu's common stock, subject to certain vesting provisions set forth in Mr. Oki's Restricted Stock Award Agreement; * Upon a termination without cause by the Company or for good reason, as those terms are defined in the CFO Employment Agreement, by Mr. Oki, a severance payment equal to his base salary plus any earned incentive compensation, as well as a continuation of Aytu's portion of COBRA payments for a period of 12 months and vesting of any issued restricted stock; and * Upon a change in control, as defined in the CFO Employment Agreement, a payment equal to one times the base salary and the target annual incentive bonus compensation for the then-current year, plus 12 months of COBRA payments and accelerated vesting of all stock options or stock based awards. About Aytu BioPharma Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as Aytu BioScience, Inc. -- http://www.aytubio.com-- is a specialty pharmaceutical company with a growing commercial portfolio of prescription therapeutics and consumer health products. The company's primary prescription products treat attention deficit hyperactivity disorder (ADHD) and other common pediatric conditions. Aytu markets ADHD products Adzenys XR-ODT (amphetamine) extended-release orally disintegrating tablets, Cotempla XR-ODT (methylphenidate) extended-release orally disintegrating tablets, and Adzenys-ER (amphetamine) extended-release oral suspension. Aytu Biopharma reported a net loss of $58.29 million for the year ended June 30, 2021, a net loss of $13.62 million for the year ended June 30, 2020, and a net loss of $27.13 million for the year ended June 30, 2019. As of Sept. 30, 2021, the Company had $227.73 million in total assets, $116.23 million in total liabilities, and $111.50 million in total stockholders' equity. BABCOCK & WILCOX: Underwriters Exercise Overallotment Option ------------------------------------------------------------ Babcock & Wilcox Enterprises, Inc. previously issued $140,000,000 aggregate principal amount of its 6.50% senior notes due 2026 pursuant to an underwriting agreement, dated Dec. 8, 2021, by and between the company and B. Riley Securities, Inc., as representative of the several underwriters. The company also granted the underwriters a 30-day option to purchase up to an additional $21,000,000 principal amount of the senior notes to cover overallotments, if any. On Dec. 28, 2021, Riley Securities, Inc., received a notice that the underwriters had elected to exercise their overallotment option for an additional $11,440,250 in aggregate principal amount of the senior notes. Babcock closed the overallotment option on Dec. 30, 2021. As of the closing of the overallotment option, a total of $151,440,250 in aggregate principal amount of the senior notes have been sold. The net proceeds from the offering, including the senior notes purchased pursuant to the overallotment option, after deducting the underwriters' discount and the estimated offering expenses payable by Babcock, were approximately $145,000,000. About Babcock & Wilcox Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a growing, globally-focused renewable, environmental and thermal technologies provider with decades of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers. B&W's innovative products and services are organized into three market-facing segments which changed in the third quarter of 2020 as part of the Company's strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders improved visibility into its renewable and environmental growth platforms. Babcock & Wilcox reported net losses of $10.30 million in 2020, $129.04 million in 2019, $724.86 million in 2018, $379.01 million in 2017, and $115.08 million in 2016. As of Sept. 30, 2021, the Company had $729.36 million in total assets, $708.96 million in total liabilities, and $20.40 million in total stockholders' equity. BAGELS N' CREAM: Creditors to Get Proceeds of Malpractice Claim --------------------------------------------------------------- Bagels N' Cream, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Orderly Liquidation dated Dec. 28, 2021. The Debtor was a bagel store located at 1051 Washington Boulevard, Trenton, New Jersey 08691. The Debtor was formed and opened in 1999 and successfully operated for over 20 years. The collection efforts by Taxation caused the Debtor to file bankruptcy. Taxation caused a lien to be placed against the Debtor's assets and levied on the Debtor's and Mr. Dural's bank accounts. At the time the petition was filed, the Debtor's assets included cash in the amount of $400; checking account in the amount of $4,170; a cash register valued at $200; other machines and equipment valued at $24,500; and a cause of action against Taxation. Debtor's Liabilities The Debtor's liabilities include a priority claim by Taxation in the amount of $249,032.07 and another claim by Taxation in the amount of $406.92. These claims are disputed. The Internal Revenue Service has a priority claim in the amount of $221.70. The Debtor has unsecured claims, pursuant to the Petition and Schedules, in the amount of $105,683. The Debtor obtained a post-petition loan from the SBA. The SBA has a lien on the Debtor's assets. Thus, the SBA has an administrative claim. The Plan calls for orderly liquidation of the Debtor's assets. The Debtor retained special counsel to prosecute a malpractice claim against its former bankruptcy counsel. Liability and damages on the malpractice claim will be determined at trial. The claim includes all damages to be sought for, amongst other things, the Debtor's failure to reorganize which would have resulted in a successful reorganization and a continuation of the Debtor's business and operations. The claim could exceed over $500,000. If successful, those funds shall be used to fund, in part or in full, the Plan and the Debtor's creditors, such as the U.S. Small Business Administration and the New Jersey Division of Taxation, and any administrative expenses. Class 1 consists of General Unsecured Claims in the amount of $105,683. Pro rata portion to be paid in equal monthly installments beginning on the first day of the month after the Effective Date. Class 2 consists of Equity Interest holders. Depending on recovery of the malpractice action, and after payment of any administrative, priority or unsecured claims, equity will be paid in full or part. The Debtor will fund the Plan from funds, if any, that come in from the malpractice suit filed against Debtor's prior bankruptcy counsel. A full-text copy of the Liquidating Plan dated Dec. 28, 2021, is available at https://bit.ly/3HG8q8Z from PacerMonitor.com at no charge. Attorneys for the Debtor: McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Second Floor Roseland, New Jersey 07068 Tel: (973) 622-1800 Anthony Sodono, III E-mail: asodono@msbnj.com Sari B. Placona E-mail: splacona@msbnj.com About Bagels N' Cream Bagels N' Cream, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-29019) on Oct. 7, 2019, estimating under $1 million in assets and liabilities. Judge Michael B. Kaplan oversees the case. The Debtor hired The Law Offices of Scott E. Kaplan, LLC as bankruptcy counsel; the Law Offices of Sklar Smith-Sklar as special counsel; and Anthony Nini, CPA, as accountant. BAR SERVICES: Seeks to Hire Jones & Walden as Legal Counsel ----------------------------------------------------------- Bar Services, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden LLC as its counsel. Jones & Walden will render these legal services: (a) prepare pleadings and applications; (b) Conduct of examination; (c) advise the Debtor of its rights, duties and obligations; (d) consult with and represent the Debtor with respect to a Chapter 11 plan; (e) perform those legal services necessary to the operations of the Debtor's business; (f) take any and all other action incident to the proper preservation and administration of the Debtor's estate and business. The hourly rates of the firm's counsel and staff range as follows: Attorneys $225 - $400 Paralegals $100 - $125 As of the petition date, the firm holds a $20,000 retainer. Leon Jones, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leon S. Jones, Esq. Jones & Walden LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Telephone: (404) 564-9300 Email: ljones@joneswalden.com About Bar Services Bar Services, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-59648) on Dec. 30, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Mark A. Penna, manager, signed the petition. Judge Paul Baisier oversees the case. Leon S. Jones, Esq., at Jones & Walden LLC represents the Debtor as legal counsel. BESTHOST INN: Case Summary & 18 Unsecured Creditors --------------------------------------------------- Debtor: Besthost Inn, LLC 8530 Beach Boulevard Buena Park, CA 90620-3956 Case No.: 22-10014 Business Description: Besthost Inn, LLC is part of the traveler accommodation industry. Chapter 11 Petition Date: January 6, 2022 Court: United States Bankruptcy Court Central District of California Judge: Hon. Erithe A. Smith Debtor's Counsel: Nicholas Gebelt, Esq. LAW OFFICES OF NICHOLAS GEBELT 15150 Hornell Street Whittier, CA 90604 Tel: 562-777-9159 Fax: 562-946-1365 Email: ngebelt@goodbye2debt.com Total Assets: $881,804 Total Liabilities: $1,341,695 The petition was signed by Michael Reazuddin, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WJYLBUQ/Besthost_Inn_LLC__cacbke-22-10014__0001.0.pdf?mcid=tGE4TAMA BITNILE HOLDINGS: Buys Property for $15.5M for Multifamily Project ------------------------------------------------------------------ BitNile Holdings, Inc.'s subsidiary, Ault Alliance, Inc. has, through its subsidiary Ault Global Real Estate Equities, Inc., acquired a property in St. Petersburg, FL for $15.5 million that will be used for the development of a high-rise multi-family project. The property is located in the heart of downtown St. Petersburg, between Mirror Lake and the Tampa Bay, nestled in an historic neighborhood that provides pedestrian access to Tampa Bay and a multitude of retail, hospitality and office experiences. The implementation of AGREE's strategy augments Ault Alliance's portfolio by diversifying it with additional commercial real estate cash flow and investment opportunities. BitNile has previously announced its intention to spin off Ault Alliance to its stockholders. The property is currently zoned and entitled with planning approval from the city of St. Petersburg for development of a 22-story tower, with 269 residential units and mixed retail on the first floor. The total project is estimated to cost $114 million. AGREE is partnering with Schock & Haywood Development, a multi-family and hospitality development firm with experience in the California, New York, Georgia and Florida markets. Construction is expected to start in the second quarter of 2022 with completion estimated in the second quarter of 2024, subject to financing. Tampa/St. Petersburg is a growing metropolitan area with high occupancy rates. The most recent U.S. Census data shows population growth in St Petersburg of 8.2% over the last decade. The average occupancy rate is approximately 98% (per Axiometrics, a provider of apartment market data). While effective multi-family rents have grown 31% year over year in St. Petersburg according to Axiometrics, the market still offers more affordability than the more popular metropolitan areas in south Florida. Ault Alliance formed AGREE earlier in 2021 to invest in commercial real estate, including hospitality and multi-family housing properties, with a concentration in the middle-market segment. Christopher Wu is the president of Ault Alliance and the chief executive officer of AGREE. Mr. Wu stated, "We are pleased to be in a position to acquire this property in a growing metropolitan area, surrounded by historic buildings, a public library, and various other municipal buildings, as our second acquisition through AGREE. We believe this development project will provide AGREE and thereby the Company with strong returns and attractive long-term cash flows. We are also pleased to partner with Schock & Haywood Development, whose principals have a solid track record of developing multi-family properties." The Company's Founder and Executive Chairman, Milton "Todd" Ault, III added, "We are optimistic about the potential to create a project that is consistent with St. Petersburg's development standards for the historic neighborhood. This project will transform the character of the neighborhood and it is a privilege to invest in this opportunity. We have a team of professionals to execute and bring the 301,000 square foot mixed-use tower to fruition as we grow our commercial real estate portfolio." BitNile previously announced its plan to split into two public companies by distributing the equity of Ault Alliance to its stockholders. Following the spin-off of Ault Alliance, the Company, through its BitNile, Inc. subsidiary, will be a pure-play provider of Bitcoin mining and data center operations, pursuing DeFi-related initiatives. Ault Alliance will maintain its focus on the Company's legacy businesses and more recently initiated operations, including lending and investing in the real estate and distressed asset spaces as well as, among others, defense, and power solutions, including electric vehicle charging products. About BitNile Holdings BitNile Holdings, Inc. (formerly known as Ault Global Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com. BitNile reported a net loss of $32.73 million for the year ended Dec. 31, 2020, compared to a net loss of $32.94 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $225.72 million in total assets, $24.74 million in total liabilities, and $200.98 million in total stockholders' equity. BITNILE HOLDINGS: Obtains $52.2 Million in Secured Debt Financing ----------------------------------------------------------------- BitNile Holdings, Inc. has sold $58.4 million of principal face amount 10% Original Issuance Discount Promissory Notes to sophisticated investors for $52.2 million. The Notes are due and payable on March 31, 2022, accrue interest at the rate of 8% per annum and are secured by a majority of the assets of the Company, as well as a pledge of the equity interests in the Company's subsidiaries. The investors who participated in the Financing received warrants to purchase approximately 12.4 million shares of the Company's common stock, exercisable for five years at $2.50 per share on a cashless basis, subject to adjustment. Further, the investors received a different kind of warrant that entitles them to purchase approximately 1.7 million shares of Common Stock, exercisable for five years at $2.50 per share on a cashless basis, subject to adjustment, with certain Black-Scholes valuation terms, including a $1.25 floor price on the closing bid price of the Company's common stock. The repayment terms of the Notes provide that while the Notes are outstanding, to the extent that the Company raises additional funds from future financing transactions or the sale of any Bitcoin, the Company will make a payment on the Notes equal to 65% of the net proceeds from such transactions. The purchase agreement for the Notes provides for registrations rights related to the warrants issued in conjunction with the Notes. The Company agreed to file a resale registration statement on Form S-3 registering all of the shares of Common Stock underlying the warrants as well as any other shares of common stock issuable to certain of the investors underlying previously issued warrants. The Notes are guaranteed by the Company's Founder and Executive Chairman, Milton "Todd" Ault, III and by Ault & Company, Inc., a related party. The proceeds from the Note offering will be used for the purchase of commercial real estate, the purchase of Bitcoin mining equipment and general working capital purposes. About BitNile Holdings BitNile Holdings, Inc. (formerly known as Ault Global Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com. BitNile reported a net loss of $32.73 million for the year ended Dec. 31, 2020, compared to a net loss of $32.94 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $225.72 million in total assets, $24.74 million in total liabilities, and $200.98 million in total stockholders' equity. BLUEAVOCADO CO: Seeks to Hire AB Accretive as Financial Advisor --------------------------------------------------------------- BlueAvocado, Co. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire AB Accretive, LLC as its financial advisor. The firm's services include: -- assisting the Debtor and its legal counsel with general matters related to a restructuring and Chapter 11 proceeding; -- preparing information, including "first day motions"; schedules of assets and liabilities, statements of financial affairs, and related supplemental information; -- assisting the Debtor with the preparation of any bankruptcy required reporting, including monthly operating reports (MOR), as needed; -- completing initial debtor interview (IDI) questionnaire and related information, as needed; -- providing support for plan of reorganization development and other analysis, as needed; and -- providing other services as may be agreed upon between the firm and the Debtor. Adam Brothers is the primary personnel who will assist the Debtor in this Chapter 11 case. His hourly rate is $250. Mr. Brothers disclosed in a court filing that his firm is a "disinterested person" as such term is defined in Bankruptcy Code Section 101(14). The firm can be reached through: Adam Brothers AB Accretive, LLC 205 Hudson St Apartment 1104 Hoboken, NJ 07030 Voice: (646) 535 - 0782 Fax: (815) 366 - 8228 Email: adam@abaccretive.com About BlueAvocado Co. BlueAvocado Co., an Austin, Texas-based manufacturer and distributor of reusable grocery bags, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Texas Case No. 21-51384) on Nov. 10, 2021, disclosing $1,499,370 in total assets and $2,243,028 in total liabilities as of Sept. 30, 2021. Julie Mak, president of BlueAvocado, signed the petition. Judge Craig A. Gargotta oversees the case. The Debtor tapped Raymond W. Battaglia, Esq., at the Law Offices of Ray Battaglia, PLLC as bankruptcy counsel; Michael Best & Friedrich, LLP as special counsel; and AB Accretive, LLC as financial advisor. BOY SCOUTS: Bailly and McMillan Represents Abuse Survivor --------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Bailly and McMillan, LLC submitted a verified statement to disclose that it is representing the abuse survivor in the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC. The claimant SA-98693 retained Bailly and McMillan, LLC to represent their interests in these Chapter 11 Cases after consultation with the Firm. The Claimant holds unliquidated sexual abuse tort claims in relation to the Debtor(s). The Claimant is a Sexual Abuse Survivor, so their identity is confidential. The Firm can be reached at: Bailly and McMillan, LLP Richard DePonto, Esq. 707 Westchester Ave, Suite 405 White Plains, NY 10604 Tel: 914-684-9100 Fax: 914-684-9108 E-mail: rdeponto@bandmlaw.com A copy of the Rule 2019 filing is available at https://bit.ly/3mKal4v 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: Carmen Durso Represents Seven Abuse Survivors --------------------------------------------------------- In the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC, the Law Office of Carmen L. Durso provided notice under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing seven individual claimants. Client Nos: 59915 59926 59953 59969 59974 59975 69188 The Firm can be reached at: Carmen L. Durso, Esq. Law Office of Carmen L. Durso 175 Federal Street, Suite 505 Boston, MA 02110-2211 Tel: 617-728-9123 E-mail: carmen@dursolaw.com A copy of the Rule 2019 filing is available at https://bit.ly/3FIaZ9T 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: Falls Short of 75% Support for $2.7-Bil. Plan --------------------------------------------------------- As widely reported, the Boy Scouts of America confirmed in court filings that based on preliminary results, more than one-quarter of claimants voted to reject its $2.7 billion plan to pay off victims, falling short of the required 75% support it needed from sex-abuse victims in order to exit bankruptcy. According to a Reuters report, the proposed settlement of more than 82,000 claims of childhood sexual abuse earned the support of just over 73% of those who cast votes, below the 75% the Boy Scouts sought. The Boy Scouts said in a statement they were continuing to engage in discussions to supplement the agreement and potentially win further support. "We are encouraged by these preliminary results," the organization said. About 54,000 people cast votes out of some 82,000 victims who came forward with sex abuse claims during the bankruptcy proceedings. The current tally is not final, Reuters notes. The Boy Scouts filed for bankruptcy in February 2020 after being hit by a flood of sexual abuse lawsuits when several U.S. states passed laws allowing accusers to sue over allegations dating back several decades. Those claimants are now creditors of the organization, so they must sign off on any plans to restructure and exit bankruptcy. The deal must also eventually be approved by the Delaware judge who has been overseeing the case for the past two years. While the assent of two-thirds of creditors is all that is typically required for a Chapter 11 plan, judges often look for "overwhelming" creditor support in large, complex Chapter 11 cases before giving them the green light, according to Reuters. Representatives of some of the victims have pushed for larger settlements, Reuters reported. "We hope the BSA and the lawyers who supported this plan will take this result as sending a message that the plan they proposed was fundamentally unacceptable to a large bloc of survivors," Irwin Zalkin, Esq., at Zalkin Law Firm, who represents more than 150 victims, said in a statement. "Survivors understood that the Plan does not adequately compensate them," John Humphrey, co-chairman of the official tort claimants committee appointed by the bankruptcy trustee to represent all victims, said in a statement, according to the Los Angeles Times. But a group representing tens of thousands of victims called the Coalition of Abused Scouts for Justice said on Wednesday the plan provides victims the "best and fastest avenue to closure, as well as just, fair and equitable compensation." The New York Times notes the $2.7 billion settlement plan for victims was the product of months of high-stakes negotiations, with much of the money coming from insurance companies along with more than $800 million contributed by the Boy Scouts and their wide network of local councils. The Boy Scouts are expected to put in cash, property and other assets, including a prized collection of Norman Rockwell paintings. 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: Leonard Legal Group Represents Unsecured Claimants -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Leonard Legal Group, LLC 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 Client holds general unsecured claims against BSA, certain non-debtor Local Councils, or Chartered Organizations arising from childhood sexual abuse at the time the Client was a Scout with the BSA and the applicable Local Councils and Chartered Organizations. The names and contact details of the Client were redacted from publicly available filings. The Firm can be reached at: LEONARD LEGAL GROUP, LLC Scott G. Leonard, Esq. 165 Washington Street Morristown, NJ 07960 Telephone: 973.984.1414 Facsimile: 973.984.2599 E-mail: sleonard@leonardlawyers.com A copy of the Rule 2019 filing is available at https://bit.ly/31iDsV2 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: Nagel Rice Represents Unsecured Claimants ----------------------------------------------------- In the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC, the law firm of Nagel Rice, LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Abuse Survivor Clients. The Clients each holds general unsecured claims against BSA, certain non-debtor Local Councils, or Chartered Organizations arising from childhood sexual abuse at the time the Client were Scouts with the BSA and the applicable Local Councils and Chartered Organizations. The names and contact details of the Client were redacted from publicly available filings. Claim No: SA-42769 SA-15856 SA-105195 SA-67677 SA-106200 SA-27996 Counsel for Plaintiffs can be reached at: NAGEL RICE, LLP Bradley L. Rice, Esq. 103 Eisenhower Parkway Roseland, NJ 07069 Tel: (973) 618-0400 A copy of the Rule 2019 filing is available at https://bit.ly/32EwZEv 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: Stark & Stark Represents Unsecured Claimants -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Stark & Stark, P.C. 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. On February 18, 2020, Boy Scouts of America and Delaware BSA, LLC filed voluntary petitions for relief under Chapter 11 of Title II of the United States Code. The Debtors continue to operate and manage their businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. The names and contact details of the Client were redacted from publicly available filings. * Claim No: SA-60051 Claimant's address: c/oStark & Stark, P.C. 993 Lenox Drive Lawrenceville, NJ 08648 Type of Claim: Unliquidated Abuse Claim * Claim No: SA-63823 Claimant's address: c/oStark & Stark, P.C. 993 Lenox Drive Lawrenceville, NJ 08648 Type of Claim: Unliquidated Abuse Claim Stark represents one other non-sexual abuse, personal injury claimant with respect to these Chapter 11 Cases. The undersigned reserves the right to amend or supplement this Verified Statement in accordance with the requirements of Rule 2019 with any additional information that may become available. The Firm can be reached at: Michael G. Donahue, Esq. Stark & Stark, P.C. 993 Lenox Drive Lawrenceville, NJ 08648 A copy of the Rule 2019 filing is available at https://bit.ly/34ckXCL 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: Wright & Schulte Represents Unsecured Claimants ----------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Wright & Schulte, LLC submitted a verified statement to disclose that it is representing unsecured claimants in the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC. The name and contact details of the Client were redacted from publicly available filings. Claim No: SA-87254 SA-108876 SA-71762 SA-71766 SA-71768 SA-89393 SA-89370 SA-65673 SA-87217 SA-108893 SA-71811 SA-77100 SA-71892 SA-87227 SA-71890 SA-71867 SA-71924 SA-77071 SA-71878 SA-87240 SA-71908 SA-87321 SA-71930 SA-71972 SA-71862 SA-87239 SA-71881 SA-71948 SA-77027 SA-77036 SA-89361 SA-71925 SA-77041 SA-87298 SA-77026 SA-108955 SA-71933 SA-77056 SA-87285 SA-108960 SA-89399 SA-71934 SA-71981 Wright & Schulte, LLC 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 Wright & Schulte, LLC. The Firm can be reached at: WRIGHT & SCHULTE, LLC Richard W. Schulte, Esq. 865 South Dixie Drive Vandalia, OH 45377 Tel: (937) 435-7500 Fax: (937) 435-7511 E-mail: rschulte@yourlegalhelp.com A copy of the Rule 2019 filing is available at https://bit.ly/3eBhlfB 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. BRAZIL MINERALS: Appoints Jason Baybutt as CFO ---------------------------------------------- Jason Baybutt, 50, was appointed chief financial officer, principal accounting officer, and treasurer of Brazil Minerals, Inc. Mr. Baybutt has been the chief operating officer of PubCo Reporting Solutions, Inc. since 2015 and has been providing financial, operational, strategic, and capital market advisory services to both private and public companies for over 20 years. Mr. Baybutt is senior vice president, Finance of Artelo Biosciences, Inc., a Nasdaq listed company, and director of Artelo Biosciences Corporation, a subsidiary of Artelo Biosciences, Inc. From July 2019 to September 2020, Mr. Baybutt also served as chief financial officer and corporate secretary of Pepcap Resources, Inc., a TSXV listed company. Mr. Baybutt's areas of specialty include financial reporting, business combinations, and acquisitions. In consideration for his services as an officer of the company, Mr. Baybutt will (i) receive cash compensation of $60,000 per annum; (ii) have the opportunity, based on performance, to earn additional annual $13,500 cash compensation in his first year; and (iii) have the opportunity, based on performance and certain corporate milestones, to earn a two-year option to purchase an amount of shares up to 1.00% of the then outstanding shares of the company's common stock for an exercise price equal to the par value per share. About Brazil Minerals Brazil Minerals, Inc., together with its subsidiaries, is a mineral exploration company currently primarily focused on the development of its two 100%-owned hard-rock lithium projects. Its initial goal is to be able to enter commercial production of spodumene concentrate, a lithium bearing commodity. Visit http://www.brazil-minerals.comfor more information. Brazil Minerals reported a net loss of $1.55 million for the year ended Dec. 31, 2020, a net loss of $2.08 million for the year ended Dec. 31, 2019, and a net loss of $1.85 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $1.61 million in total assets, $1.19 million in total liabilities, and $420,747 in total stockholders' equity. Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BROOKLYN IMMUNOTHERAPEUTICS: Reduces Workforce by 53% ----------------------------------------------------- Brooklyn ImmunoTherapeutics, Inc., completed a reduction in force, comprising eight employees (53% of its workforce), effective Jan. 3, 2022, which is the date on which the company notified those employees of their termination. Brooklyn ImmunoTherapeutics believes the reduction, which was approved by its board of directors, will enable the company to better align its workforce with the needs of its business and focus more of its capital resources on its cell therapy and gene editing platform, as it continues to sustain its investment in the prosecution of IRX-2 through the end of the INSPIRE Phase 2B study. In connection with the reduction, the company estimates that it will incur approximately $0.5 million for severance and termination-related costs, which it expects to record during the first quarter of 2022. The company may also incur additional costs and non-cash charges that are not currently contemplated or determinable, which may occur as a result of the reduction. About Brooklyn ImmunoTherapeutics Brooklyn ImmunoTherapeutics (formerly NTN Buzztime, Inc.) is biopharmaceutical company focused on exploring the role that cytokine, gene editing, and cell therapy can have in treating patients with cancer, blood disorders, and monogenic diseases. NTN Buzztime reported a net loss of $4.41 million for the year ended Dec. 31, 2020, compared to a net loss of $2.05 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $64.71 million in total assets, $29.53 million in total liabilities, and $35.18 million in total stockholders' and members' equity. San Diego, California-based Baker Tilly US, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 11, 2021, citing that the Company incurred a significant net loss for the year ended Dec. 31, 2020 and as of Dec. 31, 2020 had a negative working capital balance, and does not expect to have sufficient cash or working capital resources to fund operations for the twelve-month period subsequent to the issuance date of these financial statements. These factors raise substantial doubt about the Company's ability to continue as a going concern. C-CORE-IN: Seeks Approval to Tap Eric A. Liepins as Legal Counsel ----------------------------------------------------------------- C-Core-In, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, PC as its legal counsel. The Debtor requires the assistance of legal counsel for the purpose of orderly liquidating the assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The hourly rates of the firm's counsel and staff are as follows: Eric A. Liepins $275 Paralegals and Legal Assistants $30 - $50 The firm has been paid a retainer of $7,500. Mr. Liepins, the sole shareholder of the firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About C-Core-In LLC C-Core-In, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texs Case No. 22-30003) on Jan. 3, 2021. In the petition signed by Joaquin Sole, member, the Debtor disclosed $1,332,000 in assets and $2,571,789 in liabilities. Eric A. Liepins, Esq., serves as the Debtor's legal counsel. CLEARDAY INC: Robert Watson, Jr. Resigns From Board of Directors ---------------------------------------------------------------- Robert Watson, Jr., one of Clearday, Inc.'s directors and the Chair of its Audit Committee, resigned from those positions effective Dec. 31, 2021. Mr. Watson noted that his resignation is so that he may focus his energies and efforts on his businesses, which he expects to require an increasing percentage of his time. The Company said there is no disagreement between Mr. Watson and the Corporation on any matter relating to the Company's operations, policies or practices. The Company's Governance and Nominating Committee is considering nominating Richard Levychin as a director and Chair of its Audit Committee to fill the vacancy resulting from Mr. Watson's resignation. The Company expects that its board of directors will, in accordance with our bylaws, consider electing Mr. Levychin to such positions in due course during this month. Richard Levychin, CPA, CGMA, 62, is a partner resident in the New York office of Galleros Robinson's Commercial Audit and Assurance practice where he focuses on both privately and publicly held companies. Prior to taking this position in October 2018, Richard was the managing partner of KBL, LLP, a PCAOB certified independent registered accounting firm, since 1994. Mr. Levychin has over 25 years of accounting, auditing, business advisory services and tax experience working with both privately owned and public entities in various industries including media, entertainment, real estate, manufacturing, not-for-profit, technology, retail, technology, and professional services. His experience also includes expertise with SEC filings, initial public offerings, and compliance with regulatory bodies. As a business adviser, he advises companies, helping them to identify and define their business and financial objectives, and then provides them with the on-going personal attention necessary to help them achieve their established goals. Mr. Levychin is a member the Board of Directors of Pershing Resources Company, Inc. (OTCMKTS: PSGR) and a member of the Board of Directors and Chair the Audit Committee of AgriFORCE Growing Systems Ltd. (NasdaqCM: AGRI). Mr. Levychin has written articles on a wide range of topics, which have been featured in several periodicals including Dollars and Sense, New York Enterprise Report, Black Enterprise Magazine, Forbes, Business Insider, and The Network Journal. He has also conducted seminars on a wide range of business topics including SEC matters and taxation for several organizations including the Black Enterprise Entrepreneurs Conference, the Entrepreneurs' Organization (New York chapter) and the Learning Annex. Mr. Levychin is a member of several organizations including the New York State Society of Certified Public Accountants, the National Association of Tax Professionals, and the American Institute of Certified Public Accountants (AICPA). Richard was a founding member of the AICPA's National Diversity and Inclusion Commission. Richard is a member and a former board member of the New York Chapter of the Entrepreneurs' Organization ("EO"), a dynamic, global network of more than 14,000 business owners in over 50 countries. In 2018 Mr. Levychin was a recipient of the 5 Chamber Alliance MWBE Award from the Manhattan Chamber of Commerce. In 2016 Richard was presented with the 2016 Arthur Ashe Leadership Award. In 2015 Richard was presented by his alma mater Baruch College with the Baruch College Alumni Association's "Alumni Leadership Award for Business". In 2013 Richard received the title of Best Accountant from The New York Enterprise Report. Mr. Levychin is a past winner of The Network Journal's prestigious "40 Under 40" award. He is a graduate of Baruch College, where he received a Bachelors in Business Administration Degree (Accounting). About Clearday Clearday (fka Superconductor Technologies, Inc.) is an innovative non-acute longevity health care services company with a modern, hopeful vision for making high quality care options more accessible, affordable, and empowering for older Americans and those who love and care for them. Clearday has decade-longexperience in non-acute longevity care through its subsidiary Memory Care America, which operates highly rated residential memory care communities in four U.S. states. Clearday at Home -- its digital service -- brings Clearday to the intersection oftelehealth, Software-as-a-Service (SaaS), and subscription-based content. Superconductor reported a net loss of $2.96 million in 2020 following a net loss of $9.23 million in 2019. As of Sept. 30, 2021, the Company had $51.65 million in total assets, $68.92 million in total liabilities, $15.13 million in mezzanine equity, and a total deficit of $32.41 million. Los Angeles, CA-based Marcum LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain is operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CUSTOM TRUCK: To Present at CJS Securities 22nd Annual Conference ----------------------------------------------------------------- Custom Truck One Source, Inc. announced that CEO Fred Ross, President and Chief Operating Officer Ryan McMonagle, and Chief Financial Officer Brad Meader will present at the CJS Securities 22nd Annual New Ideas for the New Year Conference on Wednesday, Jan. 12, 2022. The presentation is scheduled to begin at 8:00 a.m., Eastern Time. A live webcast of the presentation will be available through Custom Truck One Source's Investor Relations website at https://investors.customtruck.com. A replay will be archived and available for 30 days following the conference on the same website. About Custom One Truck Custom Truck One Source, Inc. (formerly known as Nesco Holdings, Inc.) is a provider of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America. CTOS offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical nfrastructure assets, including electric lines, telecommunications networks and rail systems. The Company's coast-to-coast rental fleet of more than 8,800 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit investors.customtruck.com The Company reported net losses of $21.28 million in 2020, $27.05 million in 2019, and $15.53 million in 2018. As of Sept. 30, 2021, the Company had $2.68 billion in total assets, $416.61 million in total current liabilities, $1.41 billion in total long-term liabilities, and $857.50 million in total stockholders' equity. DELCATH SYSTEMS: Registers 1.8M Shares Under 2020 Incentive Plan ---------------------------------------------------------------- Delcath Systems, Inc. filed with the Securities and Exchange Commission a Form S-8 registration statement for the purpose of registering an additional 1,800,000 shares of common stock issuable under the company's 2020 Omnibus Equity Incentive Plan. On Dec. 16, 2020, Delcath filed a registration statement on Form S-8 (Registration No. 333- 251385) to register 675,000 shares of common stock reserved for issuance under the company's 2020 Omnibus Equity Incentive Plan as originally approved by the company's stockholders on Nov. 23, 2020. On May 6, 2021, the company's stockholders approved an amendment to its 2020 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 675,000 to 2,475,000. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/872912/000119312522002698/d267846ds8.htm About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System, or Melphalan/HDS, is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, Melphalan/HDS is approved for sale under the trade name Delcath CHEMOSAT Hepatic Delivery System for Melphalan. Delcath Systems reported a net loss of $24.15 million for the year ended Dec. 31, 2020, compared to a net loss of $8.88 for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $34.43 million in total assets, $22.70 million in total liabilities, and $11.73 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DUNBAR PLAZA: Seeks Approval to Hire Matthew Johnson as Co-Counsel ------------------------------------------------------------------ Dunbar Plaza, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Matthew Johnson, Esq., an attorney practicing in Charleston, W.Va., to serve as co-counsel with its lead bankruptcy attorney, Joseph Caldwell, Esq. Mr. Johnson's services include: 1. providing services in connection with the preparation of the Debtor's bankruptcy schedules; 2. assisting the Debtor in the administrative functions; 3. assisting the Debtor in the preparation of exhibits to go with a disclosure statement and Chapter 11 plan; and 4. performing other necessary legal services. The attorney will charge $250 per hour for his services. In court papers, Mr. Johnson disclosed that he does not hold interest adverse to any creditor in the Debtor's Chapter 11 case. Mr. Johnson can be reached at: Matthew M. Johnson, Esq. P.O. Box 4427 Charleston, WV 25364 Phone: (304) 925-2100 Email: mjohnson@caldwellandriffee.com About Dunbar Plaza Inc. Dunbar, W.Va.-based Dunbar Plaza, Inc. filed a petition for Chapter 11 protection (Bankr. S.D. W.Va. Case No. 21-20221) on Sept. 23, 2021, listing as much as $10 million in both assets and liabilities. Carl Higginbotham, president of Dunbar Plaza, signed the petition. Judge B. Mckay Mignault oversees the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, PLLC is the Debtor's lead bankruptcy counsel. Matthew M. Johnson, Esq., a practicing attorney in Charleston, W.Va., serves as Mr. Caldwell's co-counsel. EASTSIDE DISTILLING: Postpones Special Meeting Until Feb. 8 ----------------------------------------------------------- Eastside Distilling, Inc. has postponed the Special Meeting of Stockholders originally scheduled to be held on Jan. 5, 2022 due to its receipt of insufficient proxies and a probable lack of the required quorum. A quorum consists of a majority of the shares entitled to vote. The Special Meeting has been postponed until Feb. 8, 2022 at 2:00 p.m. Pacific Time to allow additional time for the Company's stockholders to vote on the proposals set forth in the Company's definitive proxy statement filed with the United States Securities and Exchange Commission on Nov. 26, 2021. The purpose of the special meeting is to approve the terms and issuance of common stock purchase warrants to purchase up to 900,000 shares of the Company's common stock at an exercise price equal to $3.00 per share. During the current postponement, the Company continues to solicit votes from its stockholders with respect to the proposals set forth in the Company's proxy statement. The special meeting will be a virtual meeting to be held over the Internet. Stockholders will be able to attend the virtual special meeting, vote their shares electronically and submit their questions during the live webcast of the meeting by visiting https://www.virtualshareholdermeeting.com/EAST2021SM and following the instructions on the website to enter the 16-digit control number printed on their proxy card or notice of internet availability of proxy materials. The proxy statement, filed and made available to stockholders on Nov. 26, 2021, is available at www.proxyvote.com. The Company encourages all stockholders of record on Nov. 26, 2021 who have not yet voted, to do so by Feb. 7, 2021 at 11:59 p.m. (Eastern Time). Stockholders who have any questions or require any assistance with completing a proxy or voting instruction form or who do not have the required materials, may contact Amy Brassard, using the following contact information: Telephone: 1-503-542-7420 Email: abrassard@eastsidedistilling.com. About Eastside Distilling Headquartered in Portland, Oregon, Eastside Distilling, Inc. -- www.eastsidedistilling.com -- manufactures, acquires, blends, bottles, imports, exports, markets, and sells a wide variety of alcoholic beverages under recognized brands. Eastside Distilling reported a net loss of $9.86 million for the year ended Dec. 31, 2020, a net loss of $16.91 million for the year ended Dec. 31, 2019, and a net loss of $9.05 million for the year ended Dec. 31, 2018. As of June 30, 2021, the Company had $27.20 million in total assets, $18.52 million in total liabilities, and $8.68 million in total stockholders' equity. EL JEBOWL: Seeks to Hire Law Offices of Kevin S. Neiman as Counsel ------------------------------------------------------------------ El Jebowl, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ the Law Offices of Kevin S. Neiman, PC as its bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the interests of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiating with its creditors to prepare a plan of reorganization or other exit plan. The hourly rates of the firm's counsel and staff are as follows: Kevin S. Neiman $375 Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. Kevin Neiman, Esq., an attorney at the Law Offices of Kevin S. Neiman, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin S. Neiman, Esq. Law Offices of Kevin S. Neiman, PC 999 18th Street, Suite 1230 S Denver, CO 80202 Telephone: (303) 996-8637 Facsimile: (877) 611-6839 Email: kevin@ksnpc.com About El Jebowl LLC El Jebowl, LLC sought Chapter 11 protection (Bankr. D. Colo. Case No. 22-10004) on Jan. 2, 2022, listing up to $100,000 in assets and up to $500,000 in liabiities. Judge Thomas B. McNamara oversees the case. The Law Offices of Kevin S. Neiman, PC serves as the Debtor's legal counsel. ELITE AEROSPACE: Taps Force Ten Partners as Restructuring Advisor ----------------------------------------------------------------- Elite Aerospace Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Force Ten Partners, LLC to provide executive and restructuring services and designate Brian Weiss as their chief restructuring officer. The firm will be paid based on the following compensation structure: (a) Sale Fee. The firm agrees to a fixed fee of $50,000 in lieu of being compensated on an hourly basis; (b) Non-Sale Services. (c) Hourly Fees. The firm's initial hourly rates are: Partners $795 - $850 Directors $495 - $650 Analysts/Associates $295 - $395 (d) Reimbursement for out-of-pocket expenses incurred. Mr. Weiss, a partner at Force Ten Partners, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Weiss Force Ten Partners, LLC 20341 SW Birch, Suite 220 Newport Beach CA 92660 Telephone: (949) 357-2360 Facsimile: (310) 870-3205 About Elite Aerospace Group Elite Aerospace Group, Inc. is an Irvine, Calif.-based company that designs and manufactures aerospace components. Elite Aerospace Group filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Lead Case No. 21-12231) on Sept. 13, 2021, listing as much as $50 million in both assets and liabilities. Zeeshawn Zia, president, signed the petition. Its subsidiaries filed their voluntary Chapter 11 petitions on Oct. 5, 2021. Judge Theodor C. Albert oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo & Brill, LLP as bankruptcy counsel; K&L Gates, LLP and Hart David Carson, LLP as special counsel; Three Twenty-One Capital Partners, LLC as investment banker; and Force Ten Partners, LLC as restructuring advisor. Brian Weiss, a partner at Force Ten Partners, is the Debtors' chief restructuring officer. On Oct. 5, 2021, the U.S. Trustee for Region 15 appointed an official committee of unsecured creditors. The committee tapped Buchalter, a Professional Corporation, as its bankruptcy counsel. EVOKE PHARMA: To Take Part at H.C. Wainwright BIOCONNECT Conference ------------------------------------------------------------------- Evoke Pharma, Inc. announced that it will participate in the H.C. Wainwright BIOCONNECT Conference occurring virtually on January 10-13, 2022. Management's presentation will be available on the conference website beginning at 7:00 a.m. ET on Jan. 10, 2022. Investors participating in the conference who would like to schedule a one-on-one meeting with Evoke's management may do so by contacting H.C. Wainwright representative or Daniel Kontoh-Boateng at dboateng@dkbpartners.net. About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adult women. Evoke Pharma reported a net loss of $13.15 million for the year ended Dec. 31, 2020, compared to a net loss of $7.12 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $11.65 million in total assets, $6.88 million in total liabilities, and $4.77 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 11, 2021, citing that the Company has suffered recurring losses from operations and has not generated significant revenues or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GOLDEN NUGGET: S&P Assigns 'B' ICR on Proposed Refinancing ---------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Golden Nugget LLC. Upon transaction close, S&P will withdraw its ratings on Golden Nugget Inc. At the same time, S&P assigned its 'B+' issue-level rating and '2' recovery rating to the proposed senior secured facility, which includes a cash flow revolving credit facility and term loan B. The 'B' rating on Golden Nugget LLC reflects its robust recovery from pandemic-induced pressures and S&P's forecast for good performance driving elevated EBITDA and cash generation, which it expects will be sustained well beyond 2021. This should enable improved credit metrics despite greater funded debt. S&P said, "Golden Nugget will increase its debt by roughly $800 million and build cash on the balance sheet, with our forecast for leverage in the low-5x area in fiscal 2022.Golden Nugget is holistically refinancing all its debt, which will address looming capital structure maturities that we previously considered a risk. The entirety of the company's current capital structure (rated under Golden Nugget Inc.) matures over the next five years, which we highlighted as a risk to ratings in our September 2021 research update. Following the proposed refinancing, the company will have funded debt of roughly $5.5 billion and will hold about $1 billion of cash on its balance sheet following a $250 million dividend payment. We anticipate it will maintain elevated cash balances going forward. "We view Golden Nugget's financial policy as aggressive and no longer anticipate a deleveraging transaction.The company has scrapped its plans to become public, which we had previously expected to result in a reduction of funded debt of about $1.2 billion using IPO proceeds. We now believe the company is unlikely to meaningfully reduce debt in the future and expect it to prioritize dividends and acquisitions. "In our view, shareholder distributions are a significant risk given over $2 billion in debt-funded dividends taken by Tillman Fertitta since 2017. Furthermore, Golden Nugget has historically been an active acquirer, which we expect to continue. Meaningful free operating cash flows (FOCF) and cash on the balance sheet should provide the opportunity to fund purchases in cash, but we think that a large debt-financed acquisition remains a possibility in the future. We anticipate the company will maintain greater amounts of cash on its balance sheet going forward, roughly $1 billion. We net the majority of cash (95%) against debt for the purposes of our leverage calculation. "We believe that Golden Nugget implemented sustainable improvements to its restaurant and casino operations that will enable it to maintain stronger margins than reported in 2019 but moderated from 2021.Among these improvements at restaurants were reengineered menus, labor and management staffing optimizations, and the limiting of unprofitable openings hours. At casinos, the company reduced the size of its management teams, limited promotional offerings, shifted spending toward peak times, and reduced costs by transitioning its buffets to lower-cost options. Its margins in 2021 also benefited from strong demand starting the second quarter, which enabled it to leverage reduced operating costs. As a result, we project restaurant margins of about 25% (versus 2019 margins of 19%) and gaming margins of 44% (versus 2019 margins of 30.5%). While we believe the company will continue to benefit from changes made to the operating model, we forecast demand will slow in fiscal 2022, necessitating an uptick in promotional activities and marketing spending at restaurants and casinos. We also forecast reduced leveraging of fixed expenses. Given these assumptions, we project it will maintain restaurant margins in the 22%-23% range and gaming in the 38%-40% range. While that represents a roughly 250-350 basis point (bps) decline in its overall margins in fiscal 2022, we anticipate it will increase its revenue due in part to the contributions from acquired units, which will somewhat offset the decline in its profitability. We assume Golden Nugget maintains EBITDA at about fiscal 2021 levels and leverage in roughly the low-5x area through fiscal 2022. "However, we note that the company has a limited track record of operating with this enhanced level of profitability. If management's cost cutting negatively affects the customer experience or competitors begin to promote their businesses more aggressively as customer demand returns to normal, we believe Golden Nugget may have to increase spending on marketing, promotions, and staffing. Golden Nugget maintains a good market position in both the restaurant and gaming industries, but the presence of significantly larger competitors is a threat. The company operates five casino locations in attractive markets, including Las Vegas and Atlantic City, N.J. S&P believes the gaming industry will remain competitive as the economy recovers from the pandemic and anticipate competitors of greater size and scale (including Penn National Gaming Inc., Boyd Gaming Corp., and Bally’s Corp.) will fight to capture additional market share. This could lead to elevated promotional activity across the industry. Golden Nugget has reasonable size and scale in the highly competitive full-service restaurant industry, with a large portfolio of brands and roughly 500 operated locations. However, we note the presence of large national competitors, including Darden Restaurants Inc., Brinker International Inc., and Bloomin' Brands Inc. That said, Golden Nugget is slightly differentiated in the industry given that it derives 50% of its restaurant revenue from upscale venues and entertainment concepts. S&P said, "The stable outlook reflects our expectation that Golden Nugget will maintain leverage in the low-5x area as expanding revenue offsets EBITDA margins declining from elevated levels in fiscal 2021. The outlook also reflects our expectation that the company can maintain FOCF of at least $300 million annually." S&P could lower the rating on Golden Nugget if: -- S&P anticipated leverage would be sustained above 7x while it generated thin FOCF to debt relative to its current forecast; or -- The company faced competitive threats or a weakened macroeconomic environment that led to significant promotional activity, reduced margins, and declining revenues, leading S&P to believe its competitive position has weakened. S&P could raise the rating on Golden Nugget if: -- Management demonstrated a clear commitment to a more conservative financial policy, and -- S&P anticipated leverage would be sustained below 5x. ESG Credit Indicators: E-2 S-3 G-3 Social factors are a moderately negative consideration in our analysis of Golden Nugget LLC. The company's performance was negatively affected amid the onset of the COVID-19 pandemic because of mandated closures of its restaurants and casinos for health and safety reasons. While operating performance has recovered, health and safety concerns and the threat of additional restrictions are an ongoing risk. In addition, Golden Nugget is subject to high regulation in the jurisdictions where it operates. Governance is a moderately negative consideration. S&P believes controlling shareholder Tilman Fertitta (100% ownership interest, chairman, president, and CEO) could prioritize dividend payments ahead of the interests of Golden Nugget creditors. Mr. Fertitta has taken multiple debt-funded dividends totaling over $2 billion since 2017, including a $250 million dividend expected with the proposed transaction. GRACIE'S VENTURES: Jan. 26 Plan Confirmation Hearing Set -------------------------------------------------------- On Dec. 22, 2021, debtor Gracie's Ventures, Inc. filed with the U.S. Bankruptcy Court for the District of Rhode Island a Disclosure Statement. On Dec. 27, 2021, Judge Diane Finkle approved the Disclosure Statement and ordered that: * Jan. 12, 2022, is fixed as the last day for filing written acceptances or rejections of the Plan. * Jan. 19, 2022, is fixed as the last day for filing objections to confirmation of the Plan. * Jan. 26, 2022, at 10:00 AM via Zoom.gov Video Platform is the hearing on confirmation of the Plan. A full-text copy of the order dated Dec. 27, 2021, is available at https://bit.ly/31t5dKq from PacerMonitor.com at no charge. Attorney for the Debtor: Thomas P. Quinn McLaughlinQuinn LLC 148 West River Street, Suite 1E Providence, RI 02904 Tel. (401) 421-5115 Fax: (401) 421-5141 E-mail: tquinn@mclaughlinquinn.com About Gracie's Ventures Gracie's Ventures Inc. owns restaurant Gracie's on Washington Street in Providence, R.I., as well as the nearby cafe Ellie's. Gracie's Ventures is a Rhode Island corporation solely owned by its founder, Ellen Slattery. Gracie's Ventures filed for Chapter 11 protection (Bankr. D.R.I. Case No. 20-11269) on Nov. 30, 2020. The Debtor was estimated to have assets of up to $50,000 and liabilities of $1 million to $10 million as of the bankruptcy filing. The Hon. Diane Finkle is the case judge. McLaughlinQuinn LLC, led by Thomas P. Quinn, Esq., is the Debtor's legal counsel. Independence Bank, as creditor, is represented by: Daniel E. Burgoyne, Esq. Partridge Snow & Hahn LLP 40 Westminster Street, Suite 1100 Providence, RI 02903 Tel: (401) 861-8200 Fax: (401) 861-8210 E-Mail: dburgoyne@psh.com GREENPOINT ASSET: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Greenpoint Asset Management II LLC N76 W36207 Saddlebrook Ln Oconomowoc, WI 53066 Business Description: The Debtor is the managing member Greenpoint Tactical Income Fund LLC and GP Rare Earth Trading Account LLC. Chapter 11 Petition Date: November 11, 2022 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 21-25900 Debtor's Counsel: Jerome R. Kerkman, Esq. KERKMAN & DUNN 839 N. Jefferson St., Ste. 400 Milwaukee, WI 53202-3744 Tel: 414-277-8200 Email: jkerkman@kerkmandunn.com Total Assets: $3,474,579 Total Debts: $69,147,986 The petition was signed by Michael G. Hull, manager of H Global, LLC sole member of Debtor. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/W3ICRHY/Greenpoint_Asset_Management_II__wiebke-21-25900__0001.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/62OKELA/Greenpoint_Asset_Management_II__wiebke-21-25900__0020.0.pdf?mcid=tGE4TAMA HAWAIIAN HOLDINGS: IAM Director Designee Resigns ------------------------------------------------ Joseph Guerrieri, Jr., the current director designee of The International Association of Machinists and Aerospace Workers ("IAM"), notified Hawaiian Holdings, Inc. that he will resign as a member of the board of directors of the company, effective Jan. 1, 2022. Such decision to resign did not relate to any disagreement with the company, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. The IAM, as the sole holder of record of one share of Hawaiian Holdings, Inc. Series B Special Preferred Stock, is entitled, under the company's Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, to nominate one director to the company's board of directors. About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. Hawaiian Holdings reported a net loss of $510.93 million for the year ended Dec. 31, 2020, compared to net income of $223.98 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $4.97 billion in total assets, $1.23 billion in total current liabilities, $1.85 billion in long-term debt, $1.26 billion in total other liabilities and deferred credits, and $627.64 million in total shareholders' equity. * * * As reported by the TCR on April 12, 2021, S&P Global Ratings revised its ratings outlook to positive from negative and affirmed its 'CCC+' issuer credit rating on Hawaiian Holdings Inc. (parent of Hawaiian Airlines). S&P said, "The positive outlook indicates that we could raise our ratings on Hawaiian if we see sustained improvements in traffic resulting in funds from operations (FFO) to debt improving to at least the mid-single-digit-percent area in 2022 and further in 2023, with the company also continuing to maintain adequate liquidity." HOVNANIAN ENTERPRISES: Posts $607.8M Net Income in FY Ended Oct. 31 ------------------------------------------------------------------- Hovnanian Enterprises, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $607.82 million on $2.78 billion of total revenues for the year ended Oct. 31, 2021, compared to net income of $50.93 million on $2.34 billion of total revenues for the year ended Oct. 31, 2020. As of Oct. 31, 2021, the Company had $2.32 billion in total assets, $2.15 billion in total liabilities, and $175.38 million in total equity. Hovnanian said, "We continue to be focused on maintaining adequate liquidity and evaluating new investment opportunities. Our excess liquidity in fiscal 2021 allowed us to repurchase $180.9 million of senior secured notes in the third and fourth quarters of the fiscal year. In addition to our current focus on liquidity, we intend to continue to focus on our historic key business strategies. We believe that these strategies separate us from our competitors in the residential homebuilding industry and the adoption, implementation and adherence to these principles will continue to benefit our business." The Company added, "Our ability to access capital on favorable terms is a key factor in our ability to service our indebtedness to cover our operating expenses and to fund our other liquidity needs. Negative rating actions by credit agencies, including downgrades, may make it more difficult and costly for us to access capital. Therefore, any downgrade by any of the principal credit agencies may exacerbate these difficulties. There can be no assurances that our credit ratings will not be downgraded in the future, whether as a result of deteriorating general economic conditions, a more protracted downturn in the housing industry, failure to successfully implement our operating strategy, the adverse impact on our results of operations or liquidity position of any of the above, or otherwise." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/357294/000143774922000287/hov20211031_10k.htm About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes. * * * In August 2021, Moody's Investors Service upgraded Hovnanian Enterprises, Inc.'s Corporate Family Rating to Caa1 from Caa2. Moody's said the Corporate Family Rating upgrade to Caa1 reflects the reduced risk of restructuring activity given the improvement in Hovnanian's operating and financial performance and the extension of the company's debt maturity profile given the recent debt redemptions. As reported by the TCR on July 28, 2021, S&P Global Ratings affirmed its ratings on U.S.-based homebuilder Hovnanian Enterprises Inc., including its 'CCC+' issuer credit rating, and S&P revised its outlook to positive. The positive outlook indicates that S&P could raise the rating to 'B-' if the company reduces debt and EBITDA to interest coverage is sustained above 2x over the next 12 months, amid further profit improvements. IM SERVICES: Seeks to Hire Johnson May as Bankruptcy Counsel ------------------------------------------------------------ IM Services Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Johnson May to serve as legal counsel in its Chapter 11 case. The firm's services include: a. preparation and filing of bankruptcy schedules, statement of financial affairs, and other related forms; b. attendance at all meetings of creditors, hearings, pretrial conferences, and trials in the bankruptcy case or any litigation arising in connection with the case, whether in state or federal court; c. preparation, filing and presentation to the bankruptcy court of pleadings requesting relief; d. preparation, filing and presentation to the court of a disclosure statement and plan of arrangement under Chapter 11 of the Bankruptcy Code; e. review of claims made by creditors or interested parties, preparation, and prosecution of any objections to claims as appropriate; f. preparation and presentation of a final accounting and motion for final decree closing the bankruptcy case; and g. performance of all other legal services. The firm's hourly rates are as follows: Attorneys $195 to $375 per hour Paralegal $95 to $175 per hour The Debtor agreed to pay the firm $60,000 as retainer. As disclosed in court filings, Johnson May does not represent interests adverse to the Debtor and its estate. The firm can be reached through: Matthew T. Christensen, Esq. Johnson May 199 N. Capitol Blvd, Ste 200 Boise, ID 83702 Tel: 208-384-8588 Fax: 208-629-2157 Email: info@johnsonmaylaw.com About IM Services Group IM Services Group, LLC is an engineering company that provides turn-key engineering, design and construction management services to clients in a range of industries, including the pipeline construction industry. The company is based in Boise, Idaho. IM Services Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 21-00737) on Dec. 28, 2021, listing $20,479,785 in assets and $21,829,475 in liabilities. Judge Noah G. Hillen presides over the case. Matthew T. Christensen, Esq., at Johnson May represents the Debtor as legal counsel. IMAGEWARE SYSTEMS: Secures $2.5 Million Bridge Financing -------------------------------------------------------- ImageWare Systems, Inc. has entered into a bridge facility agreement with its largest shareholder. This new facility provides for an aggregate of $2.5 million of potential capital that will allow Imageware and its stakeholders to continue to evaluate and pursue a strategic path that will best position the Company for the future. Commenting on the financing agreement, Kristin Taylor, Chair and CEO said, "This agreement is a positive step forward for our business as it provides additional funding in the short-term to ensure that we can reach the best long-term solution for our business. I am confident the steps we are taking now will position us well for years to come." About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- provides defense-grade biometric identification and authentication for access to data, products, services or facilities. The Company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer two-factor, biometric, and multi-factor authentication for smartphone users, for the enterprise, and across industries. Imageware Systems reported a net loss of $7.25 million for the year ended Dec. 31, 2020, compared to a net loss of $11.58 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $7.59 million in total assets, $14.36 million in total liabilities, $6.97 million in mezzanine equity, and a total stockholders' deficit of $13.75 million. San Diego, California- based Mayer Hoffman McCann P.C., the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 2, 2021, citing that the Company does not generate sufficient cash flows from operations to maintain operations and, therefore, is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INOC PROPERTIES: Seeks to Hire Tittle Law Group as Legal Counsel ---------------------------------------------------------------- INOC Properties, LP seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Tittle Law Group as legal counsel. Tittle Law Group will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and the management of its property; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare legal papers; (d) assist the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; (e) perform any and all other legal services for the Debtor in connection with the Debtor's Chapter 11 case; and (f) perform such legal services as the Debtor may request with respect to any matter. On or about December 6, 2021, the firm received a retainer of $6,818, which was used for pre-bankruptcy services. The hourly rates of the firm's counsel and staff are as follows: Brandon Tittle $495 Associates $325 Paralegals $225 In addition, the firm will seek reimbursement for expenses incurred. Brandon Tittle, Esq., an attorney at Tittle Law Group, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brandon J. Tittle, Esq. Tittle Law Group, PLLC 5550 Granite Pkwy, Suite 220 Plano, TX 75024 Telephone: (972) 987-5094 Email: btittle@tittlelawgroup.com About INOC Properties INOC Properties, LP sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 21-33906) on Dec. 6, 2021. Kollye Kilpatrick, president, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Brandon J. Tittle, Esq., at Tittle Law Group, PLLC serves as the Debtor's legal counsel. INVO BIOSCIENCE: Extends Paradigm SPA Closing Date to Jan. 31 ------------------------------------------------------------- Invo Bioscience, Inc. entered into a second amendment to Stock Purchase Agreement dated Oct. 1, 2021, with Paradigm Opportunities Fund, LP, which extended the closing date to Jan. 31, 2022. Under the SPA, the company agreed to sell Paradigm 600,703 shares of its common stock, par value $0.0001 per share for a purchase price of $3.329 per share for an aggregate purchase price of $1,999,740.29 with a closing date of Dec. 31, 2021. About INVO Bioscience Sarasota, Florida-based INVO Bioscience, Inc. -- http://invobioscience.com-- is a medical device company focused on creating simplified, lower-cost treatments for patients diagnosed with infertility. The Company's solution, the INVO Procedure, is a revolutionary in vivo method of vaginal incubation that offers patients a more natural and intimate experience. Its lead product, the INVOcell, is a patented medical device used in infertility treatment and is considered an Assisted Reproductive Technology (ART). Invo Bioscience reported a net loss of $8.35 million in 2020, a net loss of $2.16 million in 2019, a net loss of $3.07 million in 2018, and a net loss of $702,163 in 2017. As of June 30, 2021, the Company had $9.93 million in total assets, $5.57 million in total liabilities, and $4.36 million in total stockholders' equity. KEEPITSIMPLE.US LLC: Taps Christian & Small as Bankruptcy Counsel ----------------------------------------------------------------- KeepITSimple.us, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Christian & Small, LLP as its legal counsel. The firm's services include: (a) consultations with the Debtor's creditors, secured lenders, and the Sub-Chapter V trustee regarding the administration of this Chapter 11 case; (b) investigation of the extent and validity of liens and participate in and review any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; (c) assistance in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; (d) investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, its operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to this case; (e) participation in the negotiation, formulation and drafting of a plan of reorganization or liquidation; (f) assistance in the appointment of a trustee or examiner; (g) legal advice regarding the Debtor's powers and duties under the Bankruptcy Code and the Bankruptcy Rules; (h) the evaluation of claims and on any litigation matters; and (i) providing such other services to the Debtor as may be necessary in this case. The hourly rates of the firm's counsel and staff are as follows: Bill Bensinger, Esq. $525 Daniel Sparks, Esq. $545 Partners $525 - $545 Associates $300 - $375 Paralegals $150 In addition, the firm will seek reimbursement for expenses incurred. Bill Bensinger, Esq., an attorney at Christian & Small, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel D. Sparks, Esq. Bill D. Bensinger, Esq. Christian & Small LLP 1800 Financial Center 505 North 20th Street Birmingham, AL 35203 Telephone: (205) 250-6626 Facsimile: (205) 328-7234 Email: ddsparks@csattorneys.com bdbensinger@csattorneys.com About KeepITSimple.us LLC KeepITSimple.us, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 21-02986) on Dec. 31, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Thomas A. Kane, manager and member, signed the petition. Judge D. Sims Crawford oversees the case. Daniel D. Sparks, Esq., and Bill D. Bensinger, Esq., at Christian & Small, LLP serve as the Debtor's bankruptcy attorneys. KITCHENS & SPACES: Taps Law Offices of Joel A. Schechter as Counsel ------------------------------------------------------------------- Kitchens & Spaces Cabinets, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the Law Offices of Joel A. Schechter as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and financial affairs; (b) prepare legal papers; and (c) perform all other legal services for the Debtor. The firm received a retainer of $7,500 from the Debtor. Joel Schechter, Esq., the main attorney in this engagement, will be paid at his hourly rate of $500. In addition, the firm will seek reimbursement for expenses incurred. Joel Schechter, Esq., an attorney at the Law Offices of Joel A. Schechter, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel A. Schechter, Esq. Law Offices of Joel A. Schechter 53 W. Jackson Blvd., Suite 1522 Chicago, IL 60604 Telephone: (312) 332-0267 Email: joel@jasbklaw.com About Kitchens & Spaces Cabinets Kitchens & Spaces Cabinets, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-13289) on Nov. 21, 2021, listing up to $50,000 in assets and up to $100,000 in liabilities. Judge Timothy A. Barnes oversees the case. The Law Offices of Joel A. Schechter serves as the Debtor's legal counsel. KNOX CLINIC: Cottage Clinic Files for Chapter 11 Bankruptcy ----------------------------------------------------------- Knox Clinic Corporation, doing business as Cottage Clinic, has filed for Chapter 11 bankruptcy. "The clinic has filed Chapter 11 bankruptcy to reorganize to ensure its viability in the medium and long term," Cottage Hospital Director of Community and Staff Relations Courtney Bibo said in an email to TV6. "The hospital is not included in this bankruptcy. The Clinic Corporation intends to continue to operate throughout the process and emerge with a more sustainable model." Knox Clinic filed for chapter 11 bankruptcy on Jan. 3, 2022 (Bankr. E.D. Mich. Case No. 22-bk-40018), estimating $100,000 to $500,000 in assets and less than $1 million in debt. Knox Clinic has locations in Galesburg, Knoxville and Monmouth. According to WQAD8, the clinics are run by Doctor Sanjay Sharma, who is also the owner and CEO of Galesburg Cottage Hospital and Pontiac General Hospital in Michigan. WQAD8 notes that although the clinics rent out space from Cottage Hospital, and are operated by the same person, the bankruptcy filings are only for the clinics, not the hospital. A spokesperson for Cottage confirmed the filing would not impact Cottage and the two remain separate businesses. Staff were notified of the bankruptcy filing on Jan. 4, in an email sent by Sharma, who called the move "necessary, considering recent developments." KWQC.com notes that the bankruptcy filing comes after Galesburg Cottage Hospital was given a termination notice from the Centers for Medicare & Medicaid Services resulting from multiple health and safety violations. WQAD8 notes the CMC revealed Cottage Hospital would no longer receive payments for patient services after Jan. 14. CMS reports revealed the hospital was so understaffed and mismanaged that it had created a dangerous situation for both staff and patients. KWQC reports that amid the bankruptcy, OSF St. Mary Hospital, the only other hospital in Galesburg, recently held a job fair to fill open positions. OSF officials say they are ready to take on a potential influx of patients who might leave Cottage Clinic to seek care at OSF. LEXARIA BIOSCIENCE: Signs Contractual Agreements With Top Execs --------------------------------------------------------------- Lexaria Bioscience Corp., either directly or through its subsidiary Kelowna Management Services Corp., entered into contractual agreements effective as of Jan. 1, 2022 with each of its president and chief executive officer, either individually or via their respective wholly-owned company. The entry into these agreements provides the Lexaria Group with the security of having its key personnel committed to the Lexaria Group's goals for a three year term. The combined compensation payable or issuable by the Lexaria Group to each of the Officers is as follows: John Docherty - President - C$310,000 annual salary with a pay increase based on 1.25 x the annual inflation rate published by the Bank of Canada; a bonus of up to 50% of the Docherty Compensation on the basis of certain performance criteria being met, as established by the board of directors; a bonus equal to 2% of the consideration received for the sale of any subsidiary company of Lexaria Bioscience Corp. excluding circumstances where such sale was necessitated due to financial distress; a one-time bonus equal to 21 months' pay to be paid upon a change of control excluding circumstances where such change of control was necessitated due to financial distress; the requirement of 12 months' written notice of termination or payment in lieu of such notice if such termination was without cause; and participation in the Lexaria Bioscience Corp. stock option plan. Chris Bunka - Chief Executive Officer - C$356,472 annual salary with a pay increase based on 1.25 x the annual inflation rate published by the Bank of Canada; a bonus of up to 50% of the Bunka Compensation on the basis of certain performance criteria being met, as established by the board of directors; a bonus equal to 2% of the consideration received for the sale of any subsidiary company of Lexaria Bioscience Corp. excluding circumstances where such sale was necessitated due to financial distress; a one-time bonus equal to 26 months' pay to be paid upon a change of control excluding circumstances where such change of control was necessitated due to financial distress; the requirement of 15 months' written notice of termination or payment in lieu of such notice if such termination was without cause; and participation in the Lexaria Bioscience Corp. stock option plan. About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a global innovator in drug delivery platforms. Its patented DehydraTECH drug delivery technology changes the way Active Pharmaceutical Ingredients enter the bloodstream, promoting healthier ingestion methods, lower overall dosing, and higher effectiveness for lipophilic active molecules. DehydraTECH increases bio-absorption, reduces time of onset, and masks unwanted tastes for orally administered bioactive molecules, including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), nicotine, and other molecules. Lexaria has licensed DehydraTECH to multiple companies in the cannabis industry for use in cannabinoid beverages, edibles and oral products and to a world-leading tobacco producer for the development of smokeless, oral-based nicotine products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 16 patents granted and over 60 patents pending worldwide. Lexaria Bioscience reported a net loss and comprehensive loss of $4.19 million for the year ended Aug. 31, 2021, a net loss and comprehensive loss of $4.08 million for the year ended Aug. 31, 2020, and a net loss and comprehensive loss of $4.16 million for the year ended Aug. 31, 2019. As of Aug. 31, 2021, the Company had $13.27 million in total assets, $203,265 in total liabilities, and $13.06 million in total stockholders' equity. LIVEONE INC: Holder Swaps $2.4 Million Debt Into Equity ------------------------------------------------------- A holder of LiveOne, Inc.'s debt in the total principal and accrued interest amount of approximately $2.4 million exchanged the full amount of the debt into approximately 1.16 million shares of the company's common stock at an exchange price of $2.10 per share, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. The shares will be issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended or Rule 506 of Regulation D promulgated thereunder. About LiveOne Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (formerly known as LiveXLive Media, Inc.) is a global talent-first, interactive music, sports, and entertainment subscription platform delivering premium content and livestreams from the world's top artists. LiveOne's other major wholly-owned subsidiaries are LiveXLive, PPVOne, Slacker Radio, React Presents, Gramophone Media, Custom Personalization Solutions, and PodcastOne. LiveXLive Media reported a net loss of $41.82 million for the year ended March 31, 2021, compared to a net loss of $38.93 million for the year ended March 31, 2020. As of Sept. 30, 2021, the Company had $89.58 million in total assets, $86.96 million in total liabilities, and $2.62 million in total stockholders' equity. Los Angeles, California-based BDO USA, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated July 14, 2021, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. LM ENDEAVOR: Seeks to Hire Miranda & Maldonado as Legal Counsel --------------------------------------------------------------- LM Endeavor, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Miranda & Maldonado, PC as its legal counsel. Miranda & Maldonado will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation and management of its business; (b) attend the initial Debtor conference and Sec. 341 meeting of creditors; (c) prepare legal papers; (d) review pre-bankruptcy executory contracts and unexpired leases entered into by the Debtor and to determine which should be assumed or rejected; (e) assist the Debtor in the preparation of a disclosure statement, the negotiation of a Plan of Reorganization with the creditors in its case, and any amendments thereto, and seek confirmation of the Plan of Reorganization; and (f) perform all other legal services for the Debtor. Miranda & Maldonado received a retainer of $12,000 from the Debtor. The firm will also receive monthly payments during the pendency of this proceeding in the amount of up to $2,500. The hourly rates of the firm's counsel and staff are as follows: Carlos A. Miranda, Esq. $300 Carlos G. Maldonado, Esq. $250 Legal Assistant $125 In addition, the firm will seek reimbursement for expenses incurred. Carlos Miranda, Esq., an attorney at Miranda & Maldonado, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carlos A. Miranda, Esq. Carlos G. Maldonado, Esq. Miranda & Maldonado, PC 5915 Silver Springs, Bldg. 7 El Paso, TX 79912 Telephone: (915) 587-5000 Facsimile: (915) 587-5001 Email: cmiranda@eptxlawyers.com cmaldonado@eptxlawyers.com About LM Endeavor LM Endeavor, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-30987) on Dec. 27, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Leonardo Mena, president, signed the petition. Judge H. Christopher Mott oversees the case. Carlos A. Miranda, Esq., and Carlos G. Maldonado, Esq., at Miranda & Maldonado, PC serve as the Debtor's bankruptcy attorneys. LMMS INC: Disposable Income to Fund Plan Payments ------------------------------------------------- LMMS, Inc., filed with the U.S. Bankruptcy Court for the Western District of Virginia a Chapter 11 Plan of Reorganization dated Dec. 28, 2021. The Debtor, LMMS, Inc., is a Virginia stock corporation that was formed on May 6, 2010. The Debtor operates two different business operations, a restaurant and a moving company. The restaurant, known locally as "The Beast of Blacksburg" is located at 860 University City Blvd, Ste 107, Blacksburg, Virginia 24060, next to the Virginia Tech campus. The Debtor believes that the restructuring of its obligations pursuant to this Plan will enable it to continue to operate its business with a positive cash flow that will enable the Debtor's business to reorganize and survive. Based on the Debtor's projections of future cash flows, it believes that it will be able to make all of the future payments required under this Plan and operate without the need for further reorganization. In a liquidation of LMMS in a chapter 7 case, non-priority unsecured creditors would receive zero (0.00) cents on the dollar. Holders of allowed unsecured claims are projected to receive more from this Plan than they would receive in a chapter 7 liquidation of the Debtor's assets. The Debtor estimates that allowed unsecured claimants will receive distributions totaling 20% of their allowed unsecured claims over the Plan Period. This Plan under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the projected disposable income of the Debtor. Class 1 consists of the secured claims of First Community Bank and The National Bank of Blacksburg (collectively, the "Vehicle Secured Creditors") against LMMS. Each of the creditors will be paid directly by the Debtor pursuant to the applicable loan documents without modification, except that the allowed claim for arrearages, both pre-petition and post-petition if any, will be paid from Plan Payments, either (i) pro rata with other secured claims, or (ii) on a fixed monthly basis, without interest unless an interest rate is designated for interest to be paid on the arrearage claim and such interest is provided for in the loan agreement. Class 2 consists of the secured claims of National Bank, the U.S. Small Business Administration, the Internal Revenue Service, the Montgomery County Treasurer, and any other tax claimants with allowed secured proofs of claim filed hereafter (collectively, the "Otherwise Secured Creditors") against LMMS. For each allowed claimant, the value of the secured claim will be paid in full with interest. All distributions toward the allowed secured claims below shall be made from Plan Payments, with the following sole exception. With respect to the allowed secured claim of the U.S. Small Business Administration, only the first 60 monthly distributions shall be made from Plan Payments; thereafter, the Debtor shall pay directly to the creditor all remaining monthly payments to satisfy the allowed secured claim. Class 3 consists of general unsecured creditors and fully undersecured creditors, that is, specifically those creditors holding security interests in property of the Debtor of no value or that is fully encumbered by senior security interests, leaving such undersecured creditors with zero interest in the collateral (collectively, the "Unsecured Creditors"). Distributions from Plan Payments shall only be made in Class 3 to allowed claims. $40,000.00 shall be distributed from Plan Payments, pro rata, among the allowed claims of Class 3. Class 4 consists of equity interests of LMMS. The holder of the equity interest shall retain his interest in LMMS, but he shall not be entitled, and shall not receive, any distributions from the Plan Payments during the term of the Plan, but shall receive an annual distribution from the Debtor in an amount not to exceed the amount of tax liability that passes through from the Debtor to the holder of the equity interest as his personal income tax liability on his annual 1040 return and equivalent state return(s) as determined by his tax advisor. The Debtor will operate its business prior to and following confirmation of this Plan to fund the distributions. 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 § 1184 of the Bankruptcy Code. The Debtor's disposable income shall be utilized to complete the Plan Payments. A full-text copy of the Plan of Reorganization dated Dec. 28, 2021, is available at https://bit.ly/3qQW3QO from PacerMonitor.com at no charge. Counsel for the Debtor: H. David Cox, Esq. Cox Law Group PLLC 900 Lakeside Drive Lynchburg, VA 24501 Tel: 434-845-2600 Fax: 434-845-0727 Email: david@coxlawgroup.com About LMMS Inc. LMMS, Inc., sought Chapter 11 protection (Bankr. W.D. Va. Case No. 21-70664) on Sept. 29, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Lee W. Mills, president of LMMS, signed the petition. Judge Paul M. Black oversees the case. David Cox, Esq., at Cox Law Group, PLLC, is the Debtor's legal counsel. LTL MANAGEMENT: Court Asked to Vacate Second Committee Appointment ------------------------------------------------------------------ Arnold & Itkin, LLP asked the U.S. Bankruptcy Court for the District of New Jersey to vacate the appointment of a second official committee of talc claimants in LTL Management, LLC's Chapter 11 case. Arnold & Itkin represents 7,000+ talc personal injury claimants in LTL's bankruptcy. The firm said "there is no basis in law, precedent or fact" to support the formation of two separate official committees to represent claimants based on the nature of the cancer that is alleged to have resulted from the use of talc products of Johnson & Johnson, the parent company of LTL Management. "Breaking the original [talc claimants' committee] into one committee for ovarian cancer claimants and one committee for mesothelioma claimants defies the fact that both sets of talc personal injury and wrongful death claims are tort claims that belong in the same class, does not comport with the case law, and deviates from the precedent of all previous mass tort or asbestos cases," Arnold & Itkin said. 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. According to Arnold & Itkin, the Nov. 8 order approving the formation of an 11-member talc claimants committee could be modified or reconsidered only by the court and not unilaterally by the U.S. trustee. "The procedure required in order for the U.S. trustee to reconstitute the original [talc claimants' committee] into two separate talc claimant committees, with new members on each, was to seek an order of this court," the firm said. Arnold & Itkin can be reached through its counsel: Laura Davis Jones, Esq. Karen B. Dine, Esq. Colin R. Robinson, Esq. Peter J. Keane, Esq. Pachulski Stang Ziehl & Jones, LLP 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com kdine@pszjlaw.com crobinson@pszjlaw.com pkeane@pszjlaw.com About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D. N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day, 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. MARRONE BIO: Hikes Line of Credit to Support Sales, Manufacturing ----------------------------------------------------------------- Marrone Bio Innovations, Inc. has expanded its existing inventory line of credit to support the company's expectations for growth in sales and manufacturing capacity. Under an amended agreement with LSQ Funding Group, L.C., the company can access a maximum of $4.5 million to finance inventory needs, up from $3 million under a prior agreement. "The increase in the line of credit for inventory provides us with greater flexibility to support the company's commercial expansion in the near future," said Chief Executive Officer Kevin Helash. "This is particularly critical as we enter the peak selling season in our North American markets to ensure we have the ability to provide customers with ready access to our products when they need them." About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. The Company's portfolio of 15 products helps customers operate more sustainably while increasing their return on investment. The company's commercial products are sold globally and supported by a robust portfolio of over 500 issued and pending patents. Its agricultural end markets include row crops; fruits and vegetables; trees, nuts and vines; and greenhouse production. The company's research and development program uses proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts to create new, sustainable solutions in agriculture. Marrone Bio reported a net loss of $20.17 million for the year ended Dec. 31, 2020, compared to a net loss of $37.17 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $82.14 million in total assets, $51.51 million in total liabilities, and $30.63 million in total stockholders' equity. MERCURITY FINTECH: Posts US$2.3 Million Net Loss in Third Quarter ----------------------------------------------------------------- Mercurity Fintech Holding reported a net loss of US$2.34 million on zero revenue for the three months ended Sept. 30, 2021, compared to a net loss of US$631,000 on US$41,000 of total revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of US$17.64 million on US$6,000 of total revenues compared to a net loss of US$936,000 on US$1.43 million of total revenues for the nine months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had US$7.03 million in total assets, US$736,000 in total liabilities, and US$6.30 million in total shareholders' equity. Cash and cash equivalents were $40,000 as of Sept. 30, 2021, compared to $175,000 as of Dec. 31, 2020. Mr. Zhu Wei, co-chairperson of the Board and co-chief executive officer, commented "The third quarter of 2021 was crucial for the Company as we completed the re-integration and comprehensive upgrade of our business as well as our team. We will continue to seek new breakthroughs in the field of blockchain technology applications and reserve valuable assets and stable cash flows for the Company through digital currency mining and digital currency investment businesses. Although we have not yet accomplish certain significant financial achievements in this period, we have already taken crucial steps to establish ourselves in the blockchain technologies and expect a brilliant future for our company." Recent Developments On Sept. 8, 2021, certain investors purchased a total of $5 million of the Company's ordinary shares and warrants to purchase up to 571,428,570 ordinary shares at certain prices for a purchase price of $0.00875 per share and warrant, paid in Bitcoin ("BTC"). On Oct. 19, 2021, certain investors purchased a total of $5 million of the Company's ordinary shares and warrants to purchase up to 571,428,570 ordinary shares at certain prices for a purchase price of $0.00875 per share and warrant as part of the Private Offering, paid in USD Coin (USDC). The Company believes that the net proceeds from the Private Offering do not only provide the capital needed to grow the Company's business in the near future, but also declare the investors' confidence in the Company and potential returns from holding and investing in digital currencies. BTC is a decentralized digital currency, without a central bank or single administrator, which can be sent from user to user on the peer-to-peer Bitcoin network without any intermediaries. BTC transactions are verified by network nodes through cryptography and recorded in a public distributed ledger called a blockchain. USDC is a digital stable coin that is pegged to the United States dollars and runs on the Ethereum, Stellar, Algorand, Avalanche, Solana, Tron and Hedera Hashgraph system. On Oct. 17, 2021, the Company incorporated Golden Nation Ltd, a New York company and wholly-owned subsidiary of the Company, and planned to have Golden Nation carry out its investment strategy in cryptocurrency mining operations in North America. On Oct. 25, 2021, the Company, through its wholly-owned subsidiary Ucon Capital (HK) Limited, signed a purchase agreement with Carpenter Creek LLC, Bitdeer's subsidiary, to commence its cloud computing and cryptocurrency mining operations. From Oct. 26, 2021 to Dec. 20, 2021, the Company's cloud computing and cryptocurrency mining business produced approximately 10.1949 bitcoins, which have been converted into $579 thousand U.S. dollars recognized as the Company's revenue. As of Nov. 30, 2021, the Company completed a digital currency quantitative trading program through its own research and plans to use the program for its digital currency quantitative trading business. Due to adverse regulatory effects in the PRC, Beijing Lianji Technology Co., Ltd. and Beijing Mercurity Beijing Technology Co., Ltd., controlled by the Company through the VIE agreements, had suspended their original business operations. On Dec. 10, 2021, the company's board of directors adopted a resolution to dismantle the VIE structure and divest the two Chinese companies. Therefore, in the financial statements reported in this quarter, the financial data of the two Chinese companies, Beijing Lianji and Beijing Mercurity, have been disclosed as discontinued operations. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/0001527762/000110465922001498/tm221663d1_ex99-1.htm About Mercurity Formerly known as JMU Limited, Mercurity Fintech Holding Inc.'s current principal business is to design and develop digital asset transaction platforms based on blockchain technologies for customers to facilitate asset trading, asset digitalization and cross-border payments and provide supplemental services for such platforms, such as customized software development services, maintenance services and compliance support services. The Company started this new business since its acquisition of Mercurity Limited (previously known as Unicorn Investment Limited) in May 2019. Mercurity reported a net loss of $1.65 million for the year ended Dec. 31, 2020, a net loss of $1.22 million for the year ended Dec. 31, 2019, a net loss of $123.24 million for the year ended Dec. 31, 2018, and a net loss of $161.90 million for the year ended Dec. 31, 2017. MYOMO INC: Signs Amended JV Agreement With Beijing Ryzur Medical ---------------------------------------------------------------- Myomo, Inc. entered into an amended and restated joint venture, a Technology License Agreement and a Trademark License Agreement, effective retroactively to Dec. 29, 2021. As previously reported in January 2021, Myomo entered into an Equity Joint Venture Contract with Beijing Ryzur Medical Investment Co., Ltd., a medical device manufacturer based in Beijing, China, to form a joint venture to manufacture and sell the Company's current and future products in greater China, including Hong Kong, Macau and Taiwan. The Amended JV Agreement added Wuxi Chinaleaf Rehabilitation Industry Equity Investment Fund (Limited Partnership) as a party to hold an equity interest in the JV. The Company retained its 19.9% equity interest in the JV. In addition, the Amended JV Agreement modified certain governance matters, including eliminating certain consent rights from the original JV Agreement favor of the Company, as described in the Amended JV Agreement. The Amended JV Agreement also fixed the per-unit price for MyoPro Control System units, the purchase of which is required to meet the minimum annual guaranteed payments to Myomo as defined in the Amended JV Agreement, The Technology License Agreement is a ten-year agreement to license the Company's intellectual property and purchase MyoPro Control System units from the Company. Under the Technology License Agreement, the Company is entitled to receive an upfront license fee of $2.7 million, Payment of the first installment of $0.2 million is due within 30 days of the Effective Date, the proceeds from which the Company will contribute to the registered capital of the JV. Payment of the remainder of the license fee is due within 30 days from the date of the Myomo Contribution, after receipt of which the Company shall commence the transfer of technology. The Trademark License Agreement provides for the license of certain of the Company's trademarks for use by the JV in its territory of operation. About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurologicaldisorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $11.56 million for the year ended Dec. 31, 2020, a net loss of $10.71 million for the year ended Dec. 31, 2019, and a net loss of $10.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $17.46 million in total assets, $4.31 million in total liabilities, and $13.15 million in total stockholders' equity. NATURE COAST: Unsecureds to Get Share of Creditor Fund ------------------------------------------------------ Nature Coast Emergency Medical Foundation, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Chapter 11 Plan of Liquidation dated Dec. 28, 2021. Nature Coast is a Florida private not for profit corporation that provided emergency medical transport services in Citrus. The Debtor was formed June 7, 2000 under 26 U.S.C. 501(c)(3) with a mission to perform, monitor and enhance care with the overall objective of ensuring clinical excellence. The Debtor's mailing and principal address is the Premises located in Citrus. The Debtor and Citrus executed a Commercial Lease Agreement for a term through and including September 30, 2022. Citrus did not adhere to the formal termination procedures contained in that least, however, it did insinuate the lease was terminated on October 2, 2021. Nevertheless, there is at a minimum an oral agreement that allows the Debtor to store tangible personal property on the Premises, and, vehicles at the Facilities Maintenance Building across the street. On Oct. 2, 2021, after the 8:00 a.m. transition, the Debtor filed its bankruptcy. The Debtor believes very strongly in its mission statement and reputation, but, the matters raised in the Citrus Letter have necessitated the filing. Despite the ambulatory sale the Debtor still had sufficient ongoing operations including but not limited to collecting accounts receivables. Class 1 consists of the Allowed Secured Claim of South State. South State shall receive a setoff of $560,878.37 from the Frozen Account in full satisfaction of its Claims. Class 1 is Impaired under the Plan and the Holder of a Class 1 claim is entitled to vote to accept or reject the Plan. Class 2 consists of the Allowed Secured Claim of IPFS relating to insurance policies. The Allowed Secured Claim shall be paid in full in cash on the Effective Date. Class 2 is Unimpaired under the Plan and the Holder of a Class 2 Claim is not entitled to vote on the Plan. Class 3 consists of the Allowed Claim of FDOH relating to the Grants under ID Cods M9004, M9006 and M9008. The Grants were provided under Florida Statute Sec. 64.003 and 401.113(2)(b). Because the Debtor is now submitting a liquidation plan the Grants shall be returned to FDOH on the Effective Date. Class 3 is Unimpaired under the Plan and the Holder of a Class 3 Claim is not entitled to vote on the Plan. Class 4 consists of General Unsecured Claims in the amount of $1,328,259. The Holder(s) of Allowed Unsecured Claim(s), including any Allowed Deficiency Claim, shall share Pro Rata in the Unsecured Creditor Fund, less the Liquidating Trust Fund. The Pro Rata share of any Distributions from the Unsecured Creditor Fund shall be calculated as a fraction of the amount of any such Distribution, the numerator of which shall be the Allowed Amount of such Allowed Class 4 Claim, and the denominator shall be the aggregate Allowed Amount of all Allowed Class 4 Claims. The Debtor shall fund the Unsecured Creditor Fund, in cash, on the Effective Date. Class 4 is Impaired. On, or as soon as practicable after the Effective Date, the Debtor will pay the Holders of Allowed Administrative Expense Claims and Priority Tax Claims. The Debtor will fund payments to be made under the Plan through the following: (a) Cash on hand on the Effective Date, (b) a sale of the Remaining Assets, (c) any partial release of the Frozen Account and (d) the net Proceeds from the recovery of any Causes of Action, objections to claims pursued by the Liquidating Trustee. The Debtor Plan Payment is comprised of all of the projected disposable income of the Debtor to be received through March 31, 2022 when the Debtor will be dissolved, to be disbursed as (a) payments made to the Holders of Allowed Administrative Expense Claims, Priority Tax Claims, Priority Employee Claims or any other payments that may be due on the Effective Date on or as soon as practicable after the Effective Date, (b) payments made to the Holders of Allowed Secured Claims during the Plan Duration Period, (c) payments made to FDOH on account of the Grants (d) payments made to fund the Liquidating Trust Fund and (e) payments made to fund the Unsecured Creditor Fund. A full-text copy of the Liquidating Plan dated Dec. 28, 2021, is available at https://bit.ly/3F4ffPY from PacerMonitor.com at no charge. Counsel for the Debtor: David S. Jennis Florida Bar No. 775940 Daniel E. Etlinger Florida Bar No. 77420 Jennis Morse Etlinger Address: 606 East Madison Street Tampa, Florida 33602 Email: djennis@jennislaw.com detlinger@jennislaw.com ecf@jennislaw.com Telephone: (813) 229-2800 About Nature Coast Nature Coast Emergency Medical Foundation, Inc. --https://naturecoastems.org/ -- is Citrus County's exclusive, not-for-profit (501(c)3), Advanced Life Support 9-1-1 emergency responder and medical transportation provider. The organization was established on Oct. 1, 2000. Nature Coast Emergency Medical Foundation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-02357) on Oct. 2, 2021, listing $7,016,218 in total assets and $4,730,723 in total liabilities. Mary Hedges, president of Nature Coast Emergency Medical Foundation, signed the petition. Judge Roberta A. Colton oversees the case. David S. Jennis, Esq., at David Jennis, PA, doing business as Jennis Morse Etlinger, is the Debtor's bankruptcy counsel while The Hogan Law Firm serves as the special board counsel. Fitch & Associates, LLC is the Debtor's financial and operational consultant. NEW YORK HAND: Seeks to Tap Salts Law Office as Bankruptcy Counsel ------------------------------------------------------------------ New York Hand & Physical Therapy, PLLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ the Salts Law Office as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management of its business and property; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare legal papers; (e) take all necessary action on the Debtor's behalf to (i) obtain confirmation of a plan of reorganization, (ii) negotiate any modifications to the plan that may be required; (iii) implement all transactions related thereto, and (iv) consummate the plan; and (f) perform all other necessary legal services and provide all other necessary legal advice to the Debtor. The firm will bill the Debtor at its hourly rate of $350. In addition, the firm will seek reimbursement for expenses incurred. Devon Salts, Esq., the sole member of the Salts Law Office, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Devon Salts, Esq. Salts Law Office 2537 Route 52, Bldg. 3 Hopewell Junction, NY 12533 Phone: (914) 482-3137 Email: saltslaw@gmail.com About New York Hand & Physical Therapy New York Hand & Physical Therapy PLLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-35911) on Dec. 23, 2021. Patrick Clough, president, signed the petition. Devon Salts, Esq., at the Salts Law Office serves as the Debtor's legal counsel. NOVABAY PHARMACEUTICALS: Adjourns Special Meeting to Jan. 14 ------------------------------------------------------------ NovaBay Pharmaceuticals, Inc. mailed a letter to certain stockholders regarding the Company's 2021 Special Meeting of Stockholders that was adjourned as to Proposal Two, which is a proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the amount of authorized common stock from 100,000,000 shares to 150,000,000 shares. The Company is encouraging stockholders who have not yet voted to do so before the Special Meeting that will reconvene at 11:00 a.m. Pacific Time on Jan. 14, 2022 virtually at http://www.virtualshareholdermeeting.com/NBY2021SM. This Letter to Stockholders is available for free at: https://www.sec.gov/Archives/edgar/data/1389545/000143774922000357/ex_321503.htm 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, a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $6.54 million. 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. NUTRIBAND INC: Issued Full Patent for AVERSA Technology From KIPO ----------------------------------------------------------------- Nutriband Inc. announced that the Korean Intellectual Property Office has fully issued its patent titled 'Abuse and Misuse Deterrent Transdermal System' which is related to the Company's lead technology AVERSA. The patent underpins 4p Therapeutics' abuse deterrent fentanyl transdermal system, AVERSA, which uses Taste aversion to addresses the primary routes of abuse for opioid based transdermal patches. The KIPO issued a prior notice of allowance in December of 2020. About Nutriband Nutriband Inc. -- www.nutriband.com -- is primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Its lead product under development is an abuse deterrent fentanyl patch incorporating its AVERSA abuse deterrence technology. AVERSA technology can be incorporated into any transdermal patch to prevent the abuse, misuse, diversion, and accidental exposure of drugs with abuse potential. Nutriband reported a net loss of $2.93 million for the year ended Jan. 31, 2021, compared to a net loss of $2.72 million for the year ended Jan. 31, 2020. As of Oct. 31, 2021, the Company had $15.43 million in total assets, $1.11 million in total liabilities, and $14.32 million in total stockholders' equity. PRESSURE BIOSCIENCES: All Three Proposals Passed at Special Meeting ------------------------------------------------------------------- Pressure BioSciences, Inc. held a special meeting in lieu of the annual meeting of stockholders, at which the stockholders: (1) elected Jeffrey N. Peterson and Michael S. Urdea as Class I directors to serve until the 2024 annual meeting of stockholders; (2) ratified the appointment of MaloneBailey LLP as the company's independent auditor for fiscal year 2021; and (3) ratified the approval of the company's 2021 Equity Incentive Plan. About Pressure Biosciences South Easton, Mass.-based, Pressure Biosciences Inc. -- http://www.pressurebiosciences.com-- develops and sells innovative, broadly enabling, pressure-based platform solutions for the worldwide life sciences industry. Its solutions are based on the unique properties of both constant (i.e., static) and alternating (i.e., pressure cycling technology, or "PCT") hydrostatic pressure. PCT is a patented enabling technology platform that uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to safely and reproducibly control bio-molecular interactions (e.g., cell lysis, biomolecule extraction). Pressure Biosciences reported a net loss of $16 million for the year ended Dec. 31, 2020, compared to a net loss of $11.66 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $3.33 million in total assets, $23.31 million in total liabilities, and a total stockholders' deficit of $19.98 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has a working capital deficit, has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PURDUE PHARMA: Mediation With Sacklers Ordered for New Deal ----------------------------------------------------------- Maria Chutchian, writing for Reuters, reports a U.S. judge has ordered mediation in the Purdue Pharma bankruptcy, calling for the company, the Sackler family members that own it, and nine states to determine whether they can reach a new opioid litigation settlement by Jan. 14. According to the report, U.S. Bankruptcy Judge Robert Drain in White Plains, New York, issued an order directing the parties to negotiate changes to a previous deal rejected by another judge in December that provided the Sacklers protection against future opioid litigation. U.S. Bankruptcy Judge Shelley Chapman is serving as the mediator. If they do not reach agreement by then, the mediation will end and an appeal by Purdue against the deal's rejection will continue. Judge Chapman presided over prior mediation that led to the earlier settlement, under which the Sacklers agreed to contribute $4.5 billion to Purdue's reorganization plan, which directs money toward opioid abatement programs. In exchange, the Sacklers, who have denied wrongdoing, received legal protections known as nondebtor releases. On Dec. 16, U.S. District Judge Colleen McMahon reversed Judge Drain's approval of Purdue's reorganization plan and the underlying settlement. Following Judge McMahon's ruling, Judge Drain urged the parties to negotiate in good faith. Purdue has taken steps to appeal Judge McMahon's decision to the U.S. Court of Appeals for the Second Circuit. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. Purdue filed its Chapter 11 Plan on March 15, 2021. A twelfth amended Chapter 11 plan was filed on September 2, 2021, which was confirmed on September 17. Purdue divides the claims against it into several categories, one of which it calls "PI Claims," consisting of claims "for alleged opioid-related personal injury." The plan provides for the creation of the "PI Trust," which will administer all PI Claims. The trust will be funded with an initial distribution of $300 million on the effective date of the Chapter 11 plan, followed by a distribution of $200 million in 2024, and distributions of $100 million in 2025 and 2026. In sum, "[t]he PI Trust will receive at least $700 million in value, and may receive an additional $50 million depending on the amount of proceeds received on account of certain of Purdue's insurance policies." The plan further provides that Purdue's ability to recover from its insurers will be vested in a "Master Disbursement Trust." To the extent any proceeds are recovered from Purdue's insurers with respect to the PI Claims, up to $450 million of those proceeds will be channeled from the MDT to the PI Trust. However, the PI Trust will be funded regardless of whether anything is recovered from Purdue's insurers. Instead, "[d]istributions to the PI Trust are subject to prepayment on a rolling basis as insurance proceeds from certain of Purdue's insurance policies are received by the MDT and paid forward to the PI Trust." U.S. District Judge Colleen McMahon on Dec. 16, 2021, reversed Judge Drain's approval of Purdue's reorganization plan and the underlying settlement. QUADRUPLE D TRUST: Seeks to Hire Berken Cloyes as Legal Counsel --------------------------------------------------------------- Quadruple D Trust seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Berken Cloyes P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. providing legal advice to the Debtor with respect to its powers and duties; b. advising the Debtor with respect to its responsibilities to comply with the Office of the U.S. Trustee's operating guidelines and reporting requirements as well as the rules of the court; c. preparing legal documents; d. protecting the interests of the Debtor in all matters pending before the court; e. coordinating efforts with third-parties to buy or finance the subject real estate; f. representing the Debtor in negotiation with its creditors to prepare a plan of reorganization or other exit plan; and g. assisting the Debtor in the preparation of reports of operation and other relevant financial disclosures. The firm's hourly rates are as follows: Stephen Berken and Sean Cloyes $350 per hour Associate Attorneys $300 per hour Paralegals $125 per hour Berken Cloyes received a retainer in the amount of $10,000. As disclosed in court filings, Berken Cloyes is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen Berken, Esq. Berken Cloyes, PC 1159 Delaware Street Denver, CO 80204 Tel: 303-623-4357 Email: stephenberkenlaw@gmail.com About Quadruple D Trust Quadruple D Trust, a Denver-based company engaged in activities related to real estate, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-16233) on Dec. 28, 2021, listing $1,084,100 in assets and $695,999 in liabilities. Donald Lopez, trustee, signed the petition. Stephen Berken, Esq., at Berken Cloyes, PC serves as the Debtor's legal counsel. QUASAR INTERMEDIATE: Moody's Assigns B3 CFR Amid Clearlake Buyout ----------------------------------------------------------------- Moody's Investors Service assigned new ratings to Quasar Intermediate Holdings Limited, including a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating (PDR). Concurrently, Moody's assigned new ratings to Quasar PM/ISM Borrower LLC (a debt issuing subsidiary of Quasar) including a B2 debt instrument rating on the proposed first lien credit facility consisting of a $2,710 million first lien term loan due 2029 and $400 million first lien revolving credit facility due 2027, and a Caa2 debt instrument rating to the proposed $865 million second lien term loan due 2030. The outlook for both Quasar and Quasar PM/ISM Borrower LLC is stable. The capital raised from the aforementioned debt issuance will be used in conjunction with approximately $2,000 million of new cash equity to support Clearlake Capital Group, L.P.'s (together with certain of its affiliates, "Clearlake" or "Sponsor") $5.4 billion buyout of Quasar from Francisco Partners. The $400 million revolving credit facility is expected to remain undrawn at close and roughly $50 million of cash will be added to the balance sheet for general corporate purposes. Moody's will withdraw all existing ratings and outlook on Seahawk Holding Limited, including the B3 CFR, B3-PD, and Stable outlook, and Quest Software US Holdings Inc., including the B2 first lien debt instrument ratings, Caa2 debt instrument rating, and Stable outlook, once the transaction is consumated. Assignments: Issuer: Quasar Intermediate Holdings Limited Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Issuer: Quasar PM/ISM Borrower LLC Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Gtd Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD6) Outlook Actions: Issuer: Quasar Intermediate Holdings Limited Outlook, Assigned Stable Issuer: Quasar PM/ISM Borrower LLC Outlook, Assigned Stable RATINGS RATIONALE Quasar's B3 CFR reflects the company's very high closing debt/EBITDA of roughly 10x (Moody's adjusted) and the challenges of stabilizing, and sustaining, organic revenue growth in the core Quest Software operating segment. The integration risks associated with continuing an acquisition-focused growth strategy are amplified by the incremental cash expenses of roughly $110 million resulting from the pro forma capital structure and management fees. The company's private equity ownership and potential to deploy an aggressive financial policy further constrains the rating. The company's rating benefits from the strong respective niche positions of Quest Software and One Identity product offerings which support EBITDA margins in excess of 35% and Moody's expectation for solid free-cash-flow (FCF) generation over the next 12-18 months. Additionally, Quasar's credit profile is bolstered by the potential value of each of the Quasar's main businesses and potential for a sale of either of them to repay a significant portion of debt. The stable ratings outlook reflects Moody's expectation that Quasar will continue to generate strong free cash flow such that the company is able to grow and maintain a large enough cash balance that can be used as dry powder for acquisition or debt repayment. Additionally, the stable outlook reflects Moody's expectation for debt/EBITDA to approach 8.3x over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although unlikely in the near-term, a positive rating action could occur if debt/EBITDA and FCF/debt are sustained below 6.5x and above 5% (while treating bolt-on M&A spend as capital expenditures should the company remain acquisitive). A negative rating action could occur if debt/EBITDA is sustained above 8x, the Quest Software segment is unable to achieve breakeven organic revenue growth, or if the Company's good liquidity profile erodes on a more than temporary basis. Quasar's good liquidity profile is driven by Moody's expectation of strong internal cash flow generation with support from approximately $450 million of available liquidity sources at close ($50 million of cash on the balance sheet and full access to the proposed $400 million revolver). Moody's projects the company will generate annual FCF above $150 million over the next 12-18 months, with the expectation for a sizable portion of the excess proceeds to be earmarked for acquisitions. The company does not have meaningful debt maturities over the next 18 months and is only beholden to repay $27 million per year for the mandatory first lien term loan amortization. Access to the $400 million revolver is governed by a springing 9.6x first lien net leverage covenant that tests when the revolver balance exceeds 35% of the total commitment. Quasar's pro forma LTM Q3 2022 net first lien leverage was 5.4x. Moody's does not anticipate the covenant to test over the next 12-18 months. As a software company, Quasar's exposure to environmental risk is considered low. Social risks are considered low to moderate, in line with the software sector. Broadly, the main credit risks stemming from social issues are linked to data security, diversity in the workplace and access to highly skilled workers. The rating incorporates Moody's view that as a majority sponsor-owned company, Quasar's financial strategy will favor shareholders and have high financial risk tolerance. The company is owned by private equity firm Clearlake and does not have an independent Board. REGIONAL HEALTH: Grants Equity Awards to CEO, CFO ------------------------------------------------- Regional Health Properties, Inc. issued to (i) Brent Morrison, the Company's chief executive officer and president, 24,000 shares of restricted common stock, which vest with respect to one-half of such shares on each of Jan. 1, 2023 and Jan. 1, 2024; and (ii) Benjamin Waites, the Company's chief financial officer, a ten-year incentive stock option to purchase 24,000 shares of common stock, with an exercise price of $4.51 per share and which vests with respect to one half of such shares on each of Jan. 1, 2023 and Jan. 1, 2024. The Awards were granted pursuant to the terms and the provisions of the Regional Health Properties, Inc. 2020 Equity Incentive Plan. The Morrison Award agreement is on the form of Restricted Common Stock Award Agreement approved by the Compensation Committee of the Company's Board of Directors. The Waites Award agreement is on the form of Incentive Stock Option Award Agreement approved by the Compensation Committee. About Regional Health Properties Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) -- http://www.regionalhealthproperties.com/-- is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. Regional Health reported a net loss attributable to common stockholders of $9.68 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $3.49 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $107.02 million in total assets, $96.15 million in total liabilities, and $10.88 million in total stockholders' equity. RICHMOND EVENTS: Unsecureds Will Get 10% in Subchapter V Plan ------------------------------------------------------------- Richmond Events, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a Small Business Plan of Reorganization under Subchapter V dated Dec. 28, 2021. The Debtor organizes business conferences throughout the United States for senior level executives customarily at luxury hotel sites. The Debtor's bankruptcy filing was precipitated by a severe decline in its operating revenues which resulted from the COVID-19 pandemic and the related emergency health measures, including government mandated attendee limitations and outright prohibitions on in-person gatherings and events. Due to its lack of cash flow, the Debtor was forced to significantly reduce its staff and was unable to pay many of its other ongoing operating expenses, including its office lease obligations. The Debtor filed for protection under Subchapter V of Chapter 11 of the Bankruptcy Code on October 18, 2021 so as to reorganize its financial affairs. The Plan will treat claims as follows: * Class 1 consists of SBA Secured Claim. The SBA will be paid the full amount of its Allowed Secured Claim in Class 1 outside of the Plan in the ordinary course pursuant to the terms of the underlying loan documents and with the SBA retaining its security interests in the Debtor's assets which serve as its collateral. * Class 2 consists of Customer Deposit Claims. Each holder of an Allowed Class 2 Customer Deposit Claim will retain such claims, dollar-for-dollar, against the Reorganized Debtor upon the same terms as existed prior to the Petition Date. * Class 3 consists of General Unsecured Claims in the amount of $1,287,138.07. Each holder of an Allowed Class 3 General Unsecured Claim will receive a first and final distribution of cash in an amount equal to ten (10%) percent of such claim on the Effective Date of the Plan in full satisfaction of such claim. * Class 4 consists of Equity Interests. Richmond Events Limited, as the holder of the Equity Interests in Class 4, will continue to hold such Equity Interests subsequent to confirmation of the Plan. The distributions that are to be made on the Effective Date under this Plan shall be funded from a combination of: (a) the Debtor's operating revenues and/or (b) funds to be contributed by the Debtor's corporate parent, Richmond Events Limited. Said funds shall be in escrow with Pick & Zabicki LLP as escrow agent at confirmation. The Reorganized Debtor shall be responsible for making any and all post-confirmation payments that may be called for under the Plan. Any post-Effective Date payments or distributions called for under this Plan shall be made by the Reorganized Debtor from its post-confirmation business revenues. A full-text copy of the Plan of Reorganization dated Dec. 28, 2021, is available at https://bit.ly/3HIIycr from PacerMonitor.com at no charge. Counsel to the Debtor: PICK & ZABICKI LLP Douglas J. Pick, Esq. 369 Lexington Avenue, 12th Floor New York, New York 10017 (212) 695-6000 About Richmond Events Inc. Richmond Events Inc. is a New York-based company engaged in organizing one-to-one, pre-scheduled business forums. Richmond Events filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-11788) on Oct. 18, 2021, listing $711,565 in assets and $4,176,703 in liabilities. Mark Rayner, president and chief executive officer, signed the petition. Judge Michael E. Wiles oversees the case. Douglas J. Pick, Esq., at Pick & Zabicki, LLP is the Debtor's legal counsel. RIOT BLOCKCHAIN: To Buy 18K Bitcoin Mining Computers for $202.86M ----------------------------------------------------------------- Riot Blockchain, Inc. entered into a non-fixed price sales and purchase agreement, effective as of Dec. 24, 2021, with Bitmain Technologies Limited to acquire 18,000 Antminer model S19 XP Bitcoin mining computers for a total purchase price of approximately $202.86 million (subject to adjustments, offsets and costs as set forth in the purchase agreement). Pursuant to the purchase agreement, approximately 3,000 miners will be delivered each month between July and December 2022. Riot paid to Bitmain a refundable down payment of 35% of the total purchase price in connection with the execution of the purchase agreement, and, subject to the terms and conditions of the purchase agreement, will pay to Bitmain the remainder of the purchase price in tranches in advance of the monthly shipment dates, as set forth in the purchase agreement. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. The Company is expanding and upgrading its mining operations by securing the most energy efficient miners currently available. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility operates out of upstate New York, under a co-location hosting agreement with Coinmint. Riot Blockchain reported a net loss of $12.67 million for the year ended Dec. 31, 2020, a net loss of $20.30 million for the year ended Dec. 31, 2019, and a net loss of $60.21 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $954.41 million in total assets, $184.09 million in total liabilities, and $770.32 million in total stockholders' equity. RIVERFRONT CRUISE: Unsecured Creditors to Get $0 in Plan -------------------------------------------------------- Riverfront Cruise and Anticipation Yacht Charters, LLC, submitted an Amended Plan of Reorganization for Small Business. The Debtor is a Florida limited liability company. The Debtor has been in existence since May 1, 2008. The Debtor's business is primarily catering, water bus services, and related events. The Debtor also operates a restaurant. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. The final Plan payment is expected to be paid 3 years after confirmation. Class 2(a) consists of the claim of Blue Seas Entertainment, LLC. The vessel Star of New York has been or will be surrendered to this creditor. The creditor will have a general unsecured claim in the amount of $653,800.00. Class 2(b) consists of the claim of CAB Yacht Charter, LLC. This creditor holds a security interest in the vessel Riverfront Cruise 1, official number 1070561 in accordance with the Charter/Option To Purchase Agreement. Debtor will reject this agreement and surrender the vessel. Class 2(c) consists of the claim of the City of Fort Lauderdale. The amount outstanding at confirmation along with payment of the January, 2022 rent is $217,847.46. Within five days upon entry of the confirmation order, the Debtor shall make payment to this creditor in the amount of $217,847.46, and the Debtor shall be deemed current as of January, 2022. The lease shall be assumed at confirmation. All future lease payments and liabilities under the lease shall be funded by the investor Society 8 Hospitality Group. In addition, the investor will fund all restaurant operations. Debtor shall retain a 20% interest in the restaurant operation. The means for implementing these terms shall be through the Debtor and its investor who will be making these payments. Debtor shall not be required to make payment of any alleged dock fees in the amount of $32,938.17 since 2019. It is the Debtor's position that these alleged dock fees are not part of the lease and shall be included in Class 3 as a general unsecured claim. In addition, the amount set forth in POC #14 of $6,360.25 and POC #15 of $217.33 shall be included in Class 3 as a general unsecured claim. Class 3 consists of Non-priority unsecured creditors. These creditors will receive a distribution of $0. The creditors within this class who have filed proofs of claim include the following: * Wells Fargo Bank, N.A. - claim amount $168,580.00; POC #1 * Department of Treasury- Internal Revenue Service-claim amount $5,671.56; POC #2 * Cheney Brothers, Inc. – claim amount $1,274.44; POC #5 * Baretta Florida, LLC - claim amount $58,315.00; POC #7 * Sysco Corporation- claim amount $29,386.42; POC #8 * Banyan Bay Marine Center, LLC- claim amount $40,419.21; POC #9 * City of Ft. Lauderdale- $39,515.75 (POC #10-$32,938.17; POC #14- $6,360.25; POC #15-$217.33) * Blue Seas Entertainment, LLC- $653,800.00 Class 4 consists of Equity security holders of the Debtor. The sole member of the Debtor, James Campbell, shall retain 100% of his equity interest in the Debtor. The plan will be funded on the yacht chartering and events portion of its operations by the revenue generated from the operation of the Star of New York and Riverfront Cruise 1 vessels. The restaurant operations will be funded by an injection of capital from the investor. James Campbell shall continue to run the Debtor's operations. James Campbell will actively work with the investor to manage the operations of the restaurant. The agreement between the Debtor and the investor shall be structured with equity and management fees in and from the investor entity to the Debtor. A full-text copy of the Amended Plan dated Dec. 28, 2021, is available at https://bit.ly/3fcSejz from PacerMonitor.com at no charge. Counsel for the Debtor: Richard R. Robles, Esq. Rafael Quintero, Esq. Law Offices of Richard R. Robles, P.A. 905 Brickell Bay Drive, Suite 228 Miami, FL 33131 Tel: (305) 755-9200 Email. rrobles@roblespa.com lmartinez@roblespa.com About Riverfront Cruise and Anticipation Yacht Charters Riverfront Cruise and Anticipation Yacht Charters, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17382) on July 29, 2021. James Campbell, the Debtor's member, signed the petition. In the petition, the Debtor listed as much as $50,000 in assets and as much as $10 million in liabilities. Judge Peter D. Russin presides over the case. Richard R. Robles, Esq., at the Law Offices of Richard R. Robles, P.A., represents the Debtor as legal counsel. ROCKDALE MARCELLUS: $222-Mil. Sale to Repsol Approved by Judge -------------------------------------------------------------- Paul J. Gough, writing for the Pittsburgh Business Times, reports that a federal bankruptcy court in Pittsburgh has approved the sale of substantially all of bankrupt shale producer Rockdale Marcellus to Spanish energy company Repsol Oil & Gas USA for $222 million. The sale is expected to be completed around Jan. 19, according to Omar J. Alaniz, a lawyer for Reed Smith who represented debtor Rockdale Marcellus. The sale, approved Dec. 29 by the U.S. Bankruptcy Court for the Western District of Pennsylvania, caps a nearly yearlong process where Rockdale Marcellus tried and wasn't able to effect a sale of the company last spring after months of negotiations. The court approved an auction that occurred Dec. 16 in the Dallas office of Reed Smith and began with a $195 million bid from another company. Alaniz said another bid and it led to a process that took about 12 hours and with Repsol as the winning $222 million bid. It beat out the $195 million bid from TXCR Acquisition Co. LLC., according to court documents. Both Repsol and UGI Texas Creek LLC, which has a gas gathering agreement with Rockdale Marcellus, agreed to terms on an amended agreement. The terms weren't immediately available. About Rockdale Marcellus Rockdale Marcellus is a northeast Pennsylvania natural gas driller. It owns and operates 66 producing wells on 42,897 net acres in three northeast PA counties. On Sept. 21, 2021, Rockdale Marcellus, LLC and Rockdale Marcellus Holdings, LLC filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 21-22080). The Debtors' cases have been assigned to Judge Gregory L. Taddonio. Rockdale LLC listed $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Reed Smith LLP is serving as the Debtors' counsel. Huron Consulting Services LLC is the restructuring advisor. Houlihan Lokey Capital, Inc., is the investment banker. Epiq is the claims agent. RV RETAILER: S&P Ups ICR to 'B+' on Good Demand, Outlook Stable --------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on RV Retailer Intermediate Holdings LLC to 'B+' from 'B'. S&P said, "We also raised the issue-level rating on the upsized term loan to 'BB-' from 'B+', with a '2' recovery rating. Our '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. "The stable outlook reflects our forecast of about 2.5x leverage in 2022 and our belief that RV Retailer will maintain leverage below 5x even if operating performance becomes volatile." RV Retailer Intermediate Holdings LLC, through borrower subsidiary RVR Dealership Holdings LLC (OpCo), seeks to raise an incremental term loan B of $200 million to finance near-term dealership acquisitions and add liquidity for acquisitions. S&P believes RV Retailer's performance will continue to be fairly healthy over the coming quarters, driven by consumers' demand for recreational vehicles (RV). S&P said, "We raised the issuer credit rating to 'B+' from 'B' because of anticipated near-record-level consumer demand for RVs in 2022 as well as the company's financial policy commitment, despite the leveraging term loan add-on and potential volatility in a dynamic retail environment. Our updated forecast is for consolidated pro forma adjusted gross debt to EBITDA to be in the 2.5x area in 2022, incorporating good retail demand for RVs, the proposed term loan add-on, mortgage debt at RV Retailer Intermediate Real Estate Holdings LLC (PropCo), and EBITDA from the company's acquisition pipeline through the first half of 2022. We do not net cash in our leverage measure because of high anticipated RV sector volatility over the economic cycle. However, we expect RV Retailer will carry or generate adequate cash balances over the next 1-2 years, even incorporating its acquisition plan. "We believe RV retail demand continues to be elevated partly because consumers perceive RVs as a safe and attractive way to spend leisure time outdoors during the COVID-19 pandemic. Based on estimates provided by industry participants, we believe calendar 2022 retail demand could be modestly lower year over year, although still the second-highest level after a record-breaking 2021. Our base case incorporates guidance by the RV Industry Association, a trade organization that represents RV manufacturers and forecasts industry shipments could increase 4% in 2022. As of the most recent fiscal quarter, publicly traded manufacturers have reported sequential increases in backlog, which reflect inventory orders that show dealers' gauge on consumer sentiment and the perception of the value proposition of RV travel while competing travel options continue to recover, as well as a need to replenish dealer inventory. The backlogs increase confidence in our 2022 assumptions, although backlog orders could be an imperfect indicator and are subject to cancellation by dealers at any time without penalty. We also believe RV demand will be buoyed by technological advancements and infrastructure investments, including more sophisticated electrification of vehicle interior hardware and parts and accessories, the expansion of Wi-Fi access, and the upkeep of campgrounds and the U.S. national park system. These factors could shift total industry demand up to a new run-rate compared to before the pandemic." Good anticipated retail demand over the next several quarters may alleviate integration risks as RV Retailer's acquisitions are very aggressive. RV Retailer's footprint continues to expand rapidly. Its approximately 90 locations will likely reach more than 100 by the end of 2022. The company has a pipeline of acquisitions that will be funded primarily with debt, including the proposed term loan upsize and mortgage facility, which has $300 million of capacity. S&P expects acquisitions to continue in 2022 and beyond if the company's financial profile can tolerate periodic spikes in leverage. S&P said, "We also raised the rating because controlling owner Redwood Capital Investments has a financial policy of maximum gross leverage of 3x at the OpCo level. This translates into an S&P Global Ratings-adjusted and consolidated measure of about 3.5x, mostly because we consolidate mortgage debt at PropCo and do not net cash. We believe the company would support its property subsidiaries, indicated by OpCo's lease payment to PropCo to service the mortgage debt, and that business operations depend on the real estate assets. We also believe RV Retailer's leverage tolerance reflects its likely ability to expand using moderate leverage while mitigating the risk of the RV industry's volatility. "Our upgrade incorporates a downturn sensitivity analysis, which attempts to measure whether RV Retailer can maintain leverage below 5x.We don't believe elevated RV demand will be permanent. The industry is highly cyclical and volatile. If a prolonged and deep contraction of retail demand coincides with RV Retailer's leverage being at its financial policy maximum due to acquisition activity, leverage could spike. Such a scenario might be partly caused by increased competition for dealership assets, which could raise purchase price multiples and lead to more risk-taking while RV demand is good. Moreover, RV Retailer's expansion strategy could present business and integration risks because it was recently formed, has a developing acquisition track record, and more than doubled its dealership count in 2021. It is expanding its footprint along with management resources and products. We understand RV Retailer has acquired local or regional dealerships and retained their brands and some managers without overlaying a corporate brand. RV Retailer could begin to build a corporate brand, introduce branded services and products, and streamline certain parts of the organization, which may incur investment costs. "Under our base-case forecast, we assume same-store revenue in 2022 could decline modestly in the mid-single-digit percent area. We recognize RV demand may soften following a spike in 2020 and 2021 as customers return to other forms of travel or if the economic recovery does not evenly benefit potential RV buyers. Accordingly, we performed a sensitivity analysis that assumes peak-to-trough same-store total revenue declines of 15%-25% during 2022 and 2023. In such a scenario, we believe our leverage measure would deteriorate toward 4x in 2023, which would nonetheless be consistent with our upgrade as long as the impact of a demand contraction or acquisition integration costs do not exceed our assumptions." The RV industry's retail and wholesale demand can change quickly, resulting in volatility for dealership and manufacturer revenues that drive dynamic outcomes not easily comparable to previous industry cycles. While retail demand remained good as of December 2021, there are risks in the forecast that could translate into substantial volatility. New RVs sold at retail declined significantly by 25%-30% in third quarter 2021. S&P believes this was because of the lack of desirable inventory at dealerships stemming from supply chain constraints rather than a drop in consumer interest. Firm retail new unit prices and very good growth in used RVs sold by rated dealers RV Retailer and Camping World suggest consumers adapted to low channel inventory by buying up available used RVs in the secondary market. This dynamic is not typical because retailed new units would historically drop contemporaneously with their prices. The relationship between volume and price among new and used units will be an important indicator of the industry's underlying demand over the next few quarters. S&P assumes retail demand could still be strong in 2022, but if its assumptions about the recent interplay between retailed new and used RVs do not materialize or supply chain constraints persist and raise retail prices by more than consumers are willing to bear, 2022 could be more volatile. In addition, since the 2021 surge was steeper than many industry participants assumed, so could the eventual reversal. This would burden RV Retailer's asset integrations and unmask weaknesses when revenue generation moderates. RV Retailer operates in a competitive and highly fragmented industry. The economic cycle and potential declines in consumer credit availability could hurt demand for new and used RVs. The company's geographic footprint is somewhat concentrated and manufacturing supplier relationships highly concentrated, which is typical for RV dealerships. In addition, the company's adjusted EBITDA margin is low compared to most other rated leisure companies. Dealers typically vie for inventory when buying behavior is strong. In turn, RV makers compete to manufacture and deliver inventory to satisfy dealers. In 2019, this caused wholesale shipments to outpace retail demand and contributed to an industrywide correction and surplus inventory at dealerships, which led to discounting and temporarily pressured dealer margins. Such dynamics could introduce variability in revenue, EBITDA margin, and working capital if the industry does not match supply with demand. Business risks are partly offset by less volatile demand for vehicle parts and services, high margins from finance and insurance, and the company's increasing scale. S&P estimates RV Retailer's market share was about 10%-15% as of the end of 2021, second to Camping World. RV Retailer will increasingly benefit from scale efficiencies as it expands, if scale enhances its ability to manage inventory, extract cost savings, and raise capital to attract acquisitions. S&P said, "Our issuer credit rating reflects consolidated financial risk at RV Retailer, which is the holding company that owns OpCo, the floor plan restricted subsidiaries, and PropCo. PropCo is the subsidiary borrower of a mortgage facility commitment, which will be upsized to $300 million with $220 million funded. This will happen simultaneously with the proposed term loan add-on to finance acquisitions. Because acquired assets often have underlying real estate, we expect a mix of OpCo's term loan debt and PropCo's mortgage debt will be used to complete acquisitions. The real estate of acquired assets would be pledged to and owned by PropCo. Our adjusted debt measure consolidates PropCo's mortgage debt, and excludes floor plan liabilities because we view them as an operating item akin to trade payables. Our measure of adjusted EBITDA is reduced by floor plan interest expense. The periodic rents paid by OpCo to PropCo are eliminated from EBITDA in consolidation. "The stable outlook reflects our forecast of about 2.5x leverage in 2022 and our belief that RV Retailer will maintain leverage below 5x even if operating performance becomes volatile. "We could lower our rating if we anticipate RV Retailer will sustain adjusted leverage above 5x. Such a scenario could result from a combination of risk factors, including a pullback in retail sales that leads to EBITDA margin deterioration, cash usage for acquisitions, investment spending, and dividends that inadvertently coincide with a period of declining RV demand. "We could upgrade the company to 'BB-' if it sustains leverage below 4x, incorporating leveraging acquisitions and a cushion for moderate RV demand volatility over an economic cycle. Rating upside is unlikely because we typically seek a sustained cushion of about 1x, given RV Retailer's maximum leverage tolerance of 3x at OpCo as well as the company's need to integrate a very aggressive acquisitions pipeline and cope with potential operating variability." RVR DEALERSHIP: Moody's Hikes CFR to B1; Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded its ratings for RVR Dealership Holdings, LLC ("RVR"), including the corporate family rating (CFR) to B1 from B2 and probability of default rating (PDR) to B1-PD from B2-PD. Concurrently, Moody's upgraded the rating on the company's senior secured term loan maturing 2028 to B1 from B2. The outlook is stable. "The upgrade to B1 reflects RVR's significant growth in scale, solid operating performance and improved credit metrics along with our expectation of continued strength in retail demand for recreational vehicles in 2022, as evidenced by record industry order backlogs, which supports continued solid operating performance, good free cash flow generation, and moderate leverage over the next 12-18 months," stated Moody's Vice President Stefan Kahandaliyanage. Upgrades: Issuer: RVR Dealership Holdings, LLC Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Secured Term Loan B, Upgraded to B1(LGD4) from B2 (LGD4) Outlook Actions: Issuer: RVR Dealership Holdings, LLC Outlook, Remains Stable RATINGS RATIONALE RV Retailer's B1 CFR reflects its solid credit metrics, with debt/EBITDA of 2.0x and EBIT/interest coverage of 15.6x for the LTM period ending Q3 2021. Leverage has improved from over 4x in the prior year period. Although the current credit metrics are strong, Moody's expects that the company will continue to enhance scale largely through debt-financed acquisitions of predominately family-owned RV dealerships, which will pressure credit metrics in the short to medium term. However, leverage is expected to remain moderate. The B1 CFR also acknowledges RVR's good liquidity. At September 30, 2021 RVR had cash of $147 million, floorplan and ABL availability of $500 million and $105 million, and its debt maturities are long-dated. RVR's floorplan facility and ABL each expire in February 2026 and its term loan matures in February 2028. However, there are risks inherent in RVR's acquisition-based growth strategy. Presently, the operating environment for acquisitions is favorable, characterized by a high degree of fragmentation amongst RV dealerships in the US, few well-capitalized consolidators, and, importantly, low-to-mid single digit acquisition multiples. Further, since the onset of the pandemic, there has been a shift in consumer spending towards outdoor activities that has driven a significant increase in demand for RVs. This trend may not persist in a post-pandemic operating environment as other forms of leisure spending recover leading to a normalization in demand for RVs. Product cost inflation caused by supply constraints and labor availability may also contribute to diminished demand in the future. Ratings are constrained by the company's relatively small scale, geographic concentration, the cyclicality of the RV industry, and the material contribution of dealership acquisitions to overall growth. RVR's private ownership by a "family office" is a rating consideration given the potential implications from both a capital structure and operating perspective. Financial strategy is always a key concern of privately-owned companies given the potential for higher leverage, extractions of cash flow via dividends, or more aggressive growth strategies. The stable outlook reflects Moody's view that the recent strong industry cycle driven by shift in consumer spending will largely continue into 2022, after which more normalized consumer spending patterns will return, resulting in lower demand for RVs. Moody's expects RV Retailer to maintain solid credit metrics over the next 12-18 months as it closes and integrates planned acquisitions. The stable outlook also reflects flexibility in the company's new and used vehicle revenue mix and profit streams as well as the variable portion of its cost structure which can flex to limit downside caused by demand normalization. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if operating performance continues its positive trend with the majority of the growth generated by organic revenue and earnings streams, resulting in debt/EBITDA sustained below 3.5 times and EBIT/interest being sustained above 4 times, while maintaining at least good liquidity, and an overall balanced financial strategy that ensures maintenance of this profile no matter the industry environment, including a cyclical downturn. Ratings could be downgraded if debt/EBITDA increased to over 4.5 times, or if EBIT/interest dropped below 3 times, if liquidity were to weaken, or if financial strategy became more aggressive. RV Retailer, with headquarters in Florida, operates over 80 dealerships in 26 states under 9 different brand names and has significant presence in Texas and Florida. The company is among the top two RV dealership groups in the country with Q3 2021 LTM revenues of over $2.2 billion. The company is majority owned by Redwood Capital. SINTX TECHNOLOGIES: Falls Short of Nasdaq Bid Price Requirement --------------------------------------------------------------- SINTX Technologies, Inc. received a notice from Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC stating that the bid price of the Company's common stock for the last 30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company's common stock, and the stock will continue to trade uninterrupted on the The Nasdaq Capital Market under the symbol "SINT". If the Company does not regain compliance with Rule 5550(a)(2) by July 5, 2022, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject to delisting. The Company intends to actively monitor the closing bid price for its common stock and will consider available options to resolve the deficiency and regain compliance with Nasdaq Listing Rule 5550(a)(2). About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies -- https://ir.sintx.com -- is an OEM ceramics company that develops and commercializes silicon nitride for medical and non-medical applications. The core strength of SINTX Technologies is the manufacturing, research, and development of silicon nitride ceramics for external partners. The Company presently manufactures advanced ceramics powders and components in its FDA registered, ISO 13485:2016 certified, and ASD9100D certified manufacturing facility. SINTX Technologies reported a net loss of $7.03 million for year ended Dec. 31, 2020, compared to a net loss of $4.79 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $24.87 million in total assets, $5.63 million in total liabilities, and $19.24 million in total stockholders' equity. SRS DISTRIBUTION: Moody's Assigns B2 Rating to New Term Loan ------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to SRS Distribution Inc.'s ("SRS") proposed senior secured term loan, ranking pari passu to the company's existing senior secured debt. Moody's expects the terms and conditions of the proposed senior secured term to be similar to SRS' existing senior secured term loan maturing 2028. SRS' B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating are not affected by the additional debt. The B2 ratings on the company's senior secured debt and the Caa2 ratings on SRS' unsecured notes are not affected as well. The outlook is stable. Proceeds from the proposed term loan and majority of the proceeds from SRS' $850 million notes due 2029, which were issued in November 2021 and also used to pay off the borrowings under the company's asset based revolving credit facility and to fund additional acquisitions, were utilized to acquire AquaCentral on December 10, 2021. The acquisition of AquaCentral, SRS' largest and most expensive acquisition, makes SRS the second largest distributor of pool-related products in the United States with 91 branch locations across 23 states and diversifies the company's business mix. The distribution of building products, of which roofing-related products are the great majority, now accounts for 75% of SRS' pro forma revenue, down from nearly 90% for the past year. SRS' pool-related business now represents about 16% of pro forma revenue and landscaping supplies nearly 9%. Generally, the distribution of landscaping supplies has the highest gross margin followed by roofing and then pool products. Moody's views the use of additional debt to finance the acquisition of AquaCentral as credit negative. In the past 15 months, SRS has increased its balance sheet debt by nearly 150% to $5.0 billion from $2.0 billion October 31, 2020, resulting in SRS remaining highly leveraged. Moody's now estimates adjusted debt-to-EBITDA of 6.25x at year-end 2023 (October 31, 2023) versus the previous projection of 6.0x. Fixed charges including cash interest, term loan amortization and operating lease and equipment finance payments will approach $400 million per year, significantly reducing financial flexibility. SRS also faces execution risk, integrating AquaCentral, itself a roll-up of several companies with 63 branches, into its own operating and administrative systems while completing other acquisitions. For calendar year 2021 SRS has completed slightly more than 25 acquisitions with multiples ranging from about 4x to 10x. "SRS made a splash by acquiring AquaCentral, but at a cost: more debt, higher leverage and increased execution risk," according to Peter Doyle, Vice President at Moody's. The following ratings are affected by the action: Assignments: Issuer: SRS Distribution Inc. Gtd Senior Secured Term Loan B, Assigned B2 (LGD3) RATINGS RATIONALE SRS' B3 CFR reflects Moody's expectation that SRS will remain highly leveraged. Moody's continues to forecast adjusted free cash flow-to-debt in the range of 1% - 3%, constrained by high cash interest payments. At the same time SRS faces strong competition and the potential for material shareholder return activity. Providing an offset to SRS' leveraged capital structure is good profitability. Moody's maintains its forecast of EBITDA margin in the range of 10% - 12% over the next two years, which is a key financial strength of the company. SRS will benefit from growth in the domestic economy. Moody's Global Macro Outlook projects that US GDP will grow by 4.4% in 2022 and by 2.4% for 2023. A good liquidity profile characterized by significant revolver availability and no maturities until 2026 further support SRS' credit profile. The stable outlook reflects Moody's expectation that SRS will benefit from growth in inelastic demand for roofing products, SRS' primary source of revenue, and higher demand for its Heritage products. These factors and successful integration of acquisitions without impacting operations help sustain the stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade of SRS' ratings could ensue if end markets remain supportive of organic growth and the company delevers such that adjusted debt-to-EBITDA is trending towards 5.5x, while preserving good liquidity. The CFR could be downgraded if SRS' adjusted debt-to-EBITDA is sustained above 6.5x or adjusted EBITA-to-interest expense trending towards 1.5x. A deterioration in liquidity, excessive usage of the revolving credit facility or material shareholder return activity could result in downward rating pressure as well. SRS Distribution Inc., headquartered in McKinney, Texas, is a national distributor of roofing supplies and related building materials, and landscaping and pool-related products throughout the United States. Leonard Green & Partners, L.P., through its affiliates, is the majority owner of SRS followed by Berkshire Partners LLC, through its affiliates. SRS DISTRIBUTION: S&P Assigns 'B-' Rating on New Term Loan B ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level and '4' recovery ratings to McKinney, Texas-based roofing products, landscape supply, and pool products distributor SRS Distribution Inc.'s (B-/Stable/--) proposed $700 million term loan B due 2028. The '4' recovery rating indicates its expectation for average recovery (30%-50%; rounded estimate: 45%) in the event of a payment default. S&P Global Ratings-adjusted leverage will remain high for the rating and in S&P's expected range of about 7x-8x pro forma for the proposed issuance. SRS will use the proceeds along with cash on the balance sheet and rollover equity to finance recent and pending acquisitions, most notably the acquisition of AquaCentral. AquaCentral is considered as the second-largest wholesale distributor of pool and spa products in the U.S. Pro forma of the acquisition, SRS' end-market revenue mix will consist approximately of 75% roofing/building products, 16% pool, and 9% landscape thus significantly growing its pool end-market exposure of revenues. S&P said, "We view the diversification as a credit positive as the company will continue to be heavily tied to residential repair and remodel market, albeit at a slightly different end market mix. We still anticipate an earnings improvement will occur through 2022 from better price realizations, incremental earnings from acquisitions, and continued favorable market tailwinds. However, we expect the company's credit metrics will have limited cushion for any underperformance, and we believe any downturns in its demand could hurt its financial performance. The 'B-' issue-level and '4' recovery ratings are the same as our ratings on the company's existing $2,185 million term loan B due 2028, and the $650 million senior secured notes due 2028." Issue Ratings – Recovery Analysis Key analytical factors -- S&P's assessment of recovery prospects contemplates a reorganization value of about $2.363 billion, which reflects emergence EBITDA of about $430 million and a 5.5x multiple. -- S&P's emergence EBITDA assumption contemplates a significant rebound in profitability following a sharp cyclical downturn it believes is required for SRS to default under the proposed capital structure. Therefore, its EBITDA assumption does not purport to represent default-level EBITDA, which it thinks could be substantially lower. -- The 5.5x multiple is in the 5x-6x range S&P generally uses for building products companies. -- S&P's '4' recovery rating on the aggregate $2.185 billion term loan B, new $700 million term loan B, and $650 million senior secured notes indicates its expectation for average (30%-50%; rounded estimate: 45%) recovery in the event of a default. -- S&P's '6' recovery rating on the company's $850 million and $450 million senior unsecured notes indicates its expectation for negligible (0%-10%; rounded estimate: 0%) recovery. -- S&P's recovery analysis assumes that in a hypothetical bankruptcy scenario the value of the collateral securing SRS Distribution's ABL facility would be sufficient to cover its outstanding borrowings. Although the commitment amount is $1.0 billion, it assumes a borrowing exposure of about $612 million because of potential borrowing base constraints. Simulated default assumptions -- Year of default: 2024 -- EBITDA at emergence: $430 million -- Implied enterprise valuation (EV) multiple: 5.5x -- Gross EV: $2.364 billion Simplified waterfall -- Net EV (after 5% administrative costs): $2.246 billion -- Estimated priority claims: $612 million total -- Available value after priority claims: $1.63 billion -- Estimated first-lien secured claims*: $3.58 billion --First-lien recovery expectations: 30%-50%; rounded estimate: 45% -- Available value after first-lien claims: $0 -- Estimated senior unsecured notes claim: $1.34 million --Senior unsecured recovery expectations: 0%-10%; rounded estimate: 0% *Estimated term loan claim amount reflects payment of 1% scheduled amortization through default and includes about six months of accrued but unpaid interest. SUMMIT FINANCIAL: Taps Business Management as Accountant -------------------------------------------------------- Summit Financial, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Business Management Consultants as its accountant. The firm will render these services: (a) prepare monthly operating reports; (b) analyze liquidation or sale of the Debtor's businesses and assets; (c) prepare federal, state, and local tax returns and requisite disclosures on behalf of the Debtor and the estate; (d) reconcile proofs of claim and claims asserted against the Debtor's estate; (e) prepare plans of reorganization or liquidation; and (f) render such other financial advisory advice and services as the Debtor may require in connection with this Chapter 11 case and any related proceedings. Chad Hoang, the principal professional in this engagement, will be paid at his standard hourly rate of $300. In addition, the firm will seek reimbursement for expenses incurred. Mr. Hoang disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chad T. Hoang, CPA Business Management Consultants 12034 Phoenix Dr. Cerritos, CA 90703 Telephone: (562) 841-4651 Email: cthoangbmc@gmail.com About Summit Financial Summit Financial, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12276) on Sept. 18, 2021, listing up to $500,000 in assets and up to $10 million in liabilities. Tony Nguyen, general manager, signed the petition. Judge Scott C. Clarkson oversees the case. The Debtor tapped Arent Fox LLP as legal counsel and Business Management Consultants as accountant. TABULA RASA: Seeks to Hire Porter Hedges as Bankruptcy Counsel -------------------------------------------------------------- Tabula Rasa Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter Hedges LLP as its bankruptcy counsel. Porter Hedges will render these legal services: (a) advise the Debtor regarding its rights and duties in the continued operation of its business; (b) assist, advise and represent the Debtor in analyzing the Debtor's capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) assist, advise and represent the Debtor in respect of the use of cash collateral; (d) assist, advise and represent the Debtor in the formulation of a disclosure statement and plan of reorganization and to assist the Debtor in obtaining confirmation and consummation of a plan of reorganization; (e) assist, advise and represent the Debtor in any manner relevant to preserving and protecting its estate; (f) investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtor's bankruptcy avoiding powers; (g) prepare on behalf of the Debtor all necessary legal papers; (h) appear before the court to protect the Debtor's interests; (i) assist the Debtor in administrative matters; (j) perform all other legal services for the Debtor which may be necessary and proper in these proceedings; (k) assist, advise and represent the Debtor in any litigation matters; (l) assist and advise the Debtor in general corporate and other matters; and (m) provide other legal advice and services. The current standard hourly rates of the firm's counsel and staff range as follows: Partners $575 - $950 Counsel $380 - $825 Associates $420 - $680 Paraprofessionals $250 - $380 In addition, the firm will seek reimbursement for expenses incurred. On Oct. 25, 2021, the firm received a retainer in the amount of $20,000. It received an additional retainer in the amount of $60,000 on December 3, 2021. As of the petition date, the balance of the retainer was $30,692.17. Aaron Power, Esq., a partner at Porter Hedges, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aaron J. Power, Esq. Porter Hedges LLP 1000 Main St., 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 228-1331 Email: apower@porterhedges.com About Tabula Rasa Partners Tabula Rasa Partners, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-33859) on Dec. 3, 2021, listing as much as $50 million in both assets and liabilities. Michael Keener, independent director, signed the petition. Judge Christopher M. Lopez oversees the case. Aaron J. Power, Esq., at Porter Hedges, LLP serves as the Debtor's legal counsel. VFH PARENT: Moody's Rates $1.8-Bil. 7-Year Term Loan 'Ba3' ---------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to VFH Parent LLC's (Virtu) newly announced $1.8 billion seven year term loan that will refinance its existing $1.6 billion term loan. Virtu's outlook is stable. Assignment: Issuer: VFH Parent LLC Backed Senior Secured 1st Lien Term Loan, Assigned Ba3 RATINGS RATIONALE Virtu is a subsidiary and borrowing entity of Virtu Financial, Inc., the entity that indirectly controls all of Virtu's major operating subsidiaries. Virtu intends to refinance its existing Ba3-rated $1,600mm first lien term loan facility due 2026 with a new $1,800mm first lien term loan facility due 2029 and a new $250 million revolving credit facility due 2025 (unrated). The refinancing will extend the maturity of Virtu's capital structure and proceeds will be used for general corporate purposes including deployment as trading capital and share repurchases. Virtu's Ba2 corporate family rating (CFR) and stable outlook are not affected by today's rating action. The Ba2 CFR and stable outlook reflect Moody's expectation that Virtu will have continued solid earnings performance and vigilant risk management through the market cycle balanced with shareholder-friendly financial policies. Moody's said that the CFR and stable outlook also reflects management's purposeful execution and reduction in debt leverage following two substantial acquisitions in the past four years -- namely the July 2017 acquisition of KCG Holdings and the March 2019 acquisition of Investment Technology Group, Inc. (ITG). The successful integration of KCG Holdings and ITG has delivered cost synergies and added scale and diversification of trading flows to Virtu's wholesale market-making and execution businesses. The Ba2 CFR and stable outlook also reflect Virtu's strong performance in 2021. In the first nine months of 2021 Virtu generated $973 million of adjusted EBITDA and an EBITDA margin of 68%. The Ba3 rating on the new $1.8 billion backed senior secured credit facility reflects its structural subordination to the regulated operating subsidiaries of the group, where the preponderance of the group's debt and debt-like obligations reside. While Virtu's financial performance has been strong, its revenues and cash flows are subject to market cycles and the competitive nature of electronic market making. Periods of high volumes and volatility can produce strong profitability but also raise exposure to risk management issues. Conversely, periods of low volumes during less volatile markets can lead to lower profitability. As a technology-driven wholesale market-maker in liquid instruments, Virtu's business model results in a granular, rapidly turning balance sheet. Nonetheless, this trading strategy also entails substantial operational risk, and creates a reliance on confidence-sensitive wholesale funding. Virtu is dependent on the reliability, accuracy and performance of its trading platform to evaluate and monitor the risks of its market-making activities and rebalance positions throughout the trading day. To manage these risks, Virtu uses a four-pronged approach - consisting of trading system lockdowns, centralized strategy monitoring, aggregate exposure monitoring and operational controls, and these techniques have been effective to date. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING FACTORS THAT COULD LEAD TO AN UPGRADE - An increase in tangible equity producing a reduction in balance sheet leverage - An increase in the diversification and durability of prime brokerage and other sources of working capital financing - The effectiveness of Virtu's operational risk management practices and its compliance, regulatory and competitive environment would also be important considerations in considering Virtu for upgrade FACTORS THAT COULD LEAD TO A DOWNGRADE - A large trading loss caused by a breakdown in Virtu's risk management and controls - Another large acquisition resulting in a sizable further increase in debt obligations without a concrete deleveraging plan - Regulatory or competitive changes that adversely affect Virtu's business practices and weaken profitability VOILA INC: Files Chapter 7 Bankruptcy Petition ---------------------------------------------- Voila Inc. filed for voluntary Chapter 7 bankruptcy protection (Bankr. D. Ore. Case No. 21-32478) in mid-December 2021. The Debtor listed an address of 62999 Layton Ave. #2, Bend, Oregon. The Debtor's counsel: Rex K. Daines, Esq. OLSENDAINES Tel: (503) 362-9393 E-mail: rdaines@olsendaines.com The Chapter 7 trustee: Kenneth S. Eiler 515 NW Saltzman Rd - PMB 810 Portland, OR 97229 Voila Inc. manufactures and sells specialty instant coffee. The Portland Business Journal, citing Oregon business registration records, reports that Voila Inc. listed assets up to $57,709 and debts up to $418,177. The filing's largest creditor was listed as Mocoffee AG with an outstanding claim of $102,000. VPR BRANDS: Settles Patent Lawsuit vs. PHD Marketing ---------------------------------------------------- VPR Brands, LP entered into an agreement with PHD Marketing, Inc. to settle its patent lawsuit against the company. VPR previously filed a lawsuit in the United States District Court for the Central District of California (Civil Action No. 21-cv-03797) alleging patent infringement of U.S. Patent No. 8,205,622 by PHD. Under the settlement agreement, PHD agreed to pay VPR the sum of $85,000. Meanwhile, VPR granted PHD a nonexclusive, non-assignable license to practice the invention set forth in the patent. About VPR Brands Headquartered in Ft. Lauderdale, FL, VPR Brands, LP -- http://www.VPRBrands.com-- is company engaged in the electronic cigarette and personal vaporizer business. As of Sept. 30, 2021, the Company had $1.23 million in total assets, $3.36 million in total liabilities, and a total partners' deficit of $2.13 million. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company incurred a net loss of $563,779 for the year ended Dec. 31, 2020, has an accumulated deficit of $10,342,173 and a working capital deficit of $1,892,210 at Dec. 31, 2020. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WHEELS AMERICA: Seeks to Tap St. James Law as Bankruptcy Counsel ---------------------------------------------------------------- Wheels America San Francisco, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ St. James Law, PC as its bankruptcy counsel. The firm will render these legal services: (a) assist the Debtor in its business operation; (b) assist the Debtor in operating matters and filing of reports; (c) interact with the Subchapter V trustee; (d) assist the Debtor in the administration of claims; (e) assist the Debtor in the formulation and prosecution of its Plan of Reorganization; and (f) provide the Debtor general counsel and representation in the course of its Chapter 11 proceedings. Michael St. James, Esq., the main attorney in this engagement, will be paid at his hourly rate of $650. In addition, the firm will seek reimbursement for expenses incurred. The firm received a pre-bankruptcy retainer in the amount of $20,000. Michael St. James, Esq., an attorney at St. James Law, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael St. James, Esq. St. James Law, PC 22 Battery Street, Suite 810 San Francisco, CA 94111 Telephone: (415) 391-7566 Facsimile: (415) 391-7568 Email: michael@stjames-law.com About Wheels America San Francisco Wheels America San Francisco, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-41479) on Dec. 11, 2021, disclosing $665,210 in assets and $1,254,346 in liabilities. Robert Stretch, member, signed the petition. Judge Roger L. Efremsky oversees the case. Michael St. James, Esq., at St. James Law, PC serves as the Debtor's legal counsel. WILSON GOMER: Unsecureds to Get 17.85% of Claims in Consensual Plan ------------------------------------------------------------------- Wilson Gomer MD Professional Medical Corporation submitted an Amended Plan of Reorganization. The Debtor shall continue in business and Dr. Wilson Gomer shall continue to manage the Debtor. Dr. Gomer took a cut in his salary as of May 2021, with his compensation reduced from about $185,000 per year to $140,000 per year, in order to increase the Debtor's ability to propose and successfully complete a Subchapter V Plan. Commencing on February 1, 2022, Debtor shall make payments as set forth in the payment schedules as Exhibit E(1)(5-year, consensual plan) or E(2)(3-year nonconsensual plan). There is one priority tax claim, and this is not treated as Class under the Plan. Instead, this claim will be paid in full by February 1, 2022. General, unsecured claims shall be paid monthly commencing on February 1, 2022 for the yearly amounts set forth in Exhibit E(1) or E(2), with the final payment to be made by January 1, 2027 (or January 1, 2025). In the event of a default, Debtor's assets shall be liquidated and distributed pursuant to applicable bankruptcy law in satisfaction of its remaining Plan obligations. On or before Plan confirmation, Debtor will return the respective secured medical equipment to Financial Pacific Leasing, Venus Concept USA and Stearns Bank, and these claims shall be treated as unsecured claims. The Plan term shall be determined based on whether the Plan is consensually confirmed or non-consensually confirmed. If the Plan is consensually confirmed, then the Plan term shall be 5 years with the unsecured creditors receiving 17.85% of their claims of the Plan term. However, if the Plan is non-consensually confirmed, then the Plan term shall be 3 years with the unsecured creditors receiving 10.45% of their claims over the Plan term. Like in the prior iteration of the Plan, Class 3 Non-priority unsecured creditors will be impaired and will receive plan payments based on Debtor's projected disposable income. A full-text copy of the Amended Plan of Reorganization dated Dec. 28, 2021, is available at https://bit.ly/3t0b0Cz from PacerMonitor.com at no charge. About Wilson Gomer MD Prof Medical Corporation Wilson Gomer MD Prof Medical Corporation sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-13502) on June 25, 2021, listing under $1 million in both assets and liabilities. Judge Wayne E. Johnson oversees the case. Jason E. Turner, Esq., at J. Turner Law Group, APC, is the Debtor's legal counsel. Z REAL ESTATE: Property Sale Proceeds to Fund Plan -------------------------------------------------- Z Real Estate Holdings, LLC, submitted a Proposed Third Amended Chapter 11 Plan of Reorganization dated Dec. 28, 2021. Debtor is a holding company for two pieces of property, 29865 Knoll View Dr., Rancho Palos Verdes, CA 90275 ("Knoll View") and 2015 California Ave., Huntington Beach, CA 92648 ("California"). Each of the properties is a single-family residence except for Oakman which is a multi-unit apartment building and was in an entirely separate LLC, Lucille Manor Apartments, LLC. Stevens is the 100% owner of the individual properties, Trinity and Stanley, and 100% owner of the two LLC's. Lucille Manor's previously filed bankruptcy petition in case 2:21-bk-17159-BR has now been dismissed. The term of the proposed Plan is 12 months (the "Plan Period") unless all fund are depleted on the Effective Date. The sale of the two properties in this proceeding will be used to fund all payments under the plan as follows: * First, if any funds are due to the one the unsecured creditor, Coin Connect, LLC, it will be paid from the funds that remain after paying the secured creditor and administrative fees as full payment on the claim since the same claim in case 2:21-bk-11529 ("21-11259") has been disallowed. * Second, if the Coin claim is disallowed the secured creditor will be paid in full on the effective date and the remaining funds will be transferred to the trustee in case 21-11529 to complete the payments for administrative expenses and to the remaining unsecured creditors in that proceeding. The Sub-V trustee in this proceeding is currently holding $169,961.89 from the sale of Knoll View and expects to receive approximately $56,509.13 from the sale of California which will cover all of the administrative fees and claim of the one remaining unsecured creditor. If the claim of Coin is allowed the remaining funds will be used to satisfy either partially or in full, the allowed claim at which point the estate would be depleted. If the claim of Coin is disallowed, the remaining funds will go to the chapter 11 trustee in 21-11529 to pay the remaining unsecured creditors. Coin is only the only potential unsecured creditor in this proceeding. Since this same claim has been disallowed in case 21-11529, the remaining funds, after paying the administrative fees and expenses and the SBA are the only funds available to pay this creditor if its claim is allowed. Secured claims are claims secured by liens on property of the estate. There is one secured claim which is the claim of Small Business Association in the amount of $45,873.80. This claim is impaired as it waives any post-petition interest and will be paid on the Effective Date of the plan. There is one unsecured claim in an amount to be determined. Since the same claim has been disallowed in 21-11529, Debtor will pay any remaining funds after administrative fees and costs and payment of the secured claim as full payment of the claim. These are the only funds available since the same claim has been disallowed as to the individual, Stevens. All administrative fees and costs and the balance to Coin in satisfaction of its claim if the claim is allowed. The only payments would be approximately $165,000 in administrative fees and costs and payment of the claim of the SBA in the amount of $45,873.80. Administrative Expenses The fees of the Subchapter V trustee are an administrative expense and are currently estimated to be approximately $55,000. The fees owed to General Insolvency Counsel are approximately $110,000. After paying the secured creditor's claim of $45,873.80 that still leaves a little over $15,210.00 to send to the Chapter 11 trustee in case 21-11529. If Coin's claim is disallowed, these funds would be added to the funds currently held by the Sub-V trustee to pay the administrative fees and costs and the unsecured creditors which are only $48,574.98. Further the Sub-V trustee in the personal case has indicated she is putting Stanley on the market since her accountant has confirmed there would be no capital gains tax and thus the remaining fees and debt would be paid from that sale. A full-text copy of the Third Amended Plan dated Dec. 28, 2021, is available at https://bit.ly/3zxox5Z from PacerMonitor.com at no charge. Attorneys for Debtor: Michael R. Totaro, Esq. Totaro & Shanahan P.O. Box 789 Pacific Palisades, CA 90272 Tel: (800) 541-2802 Fax: (310) 496-1260 About Z Real Estate Holdings Z Real Estate Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. 21-12171) on March 9, 2021. At the time of filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Barry Russell oversees the case. Totaro & Shanahan is serving as the Debtor's legal counsel. ZIPRECRUITER INC: Moody's Assigns B1 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned first-time ratings to ZipRecruiter, Inc., including a B1 corporate family rating ("CFR") and a B1-PD probability of default rating ("PDR"). Moody's also assigned a speculative grade liquidity ("SGL") rating of SGL-1, and a B2 instrument rating to the new senior unsecured notes. The outlook is stable. Proceeds from the proposed $500 million notes issuance will be used for general corporate purposes, which Moody's expects will include M&A targets. Moody's expects the company will maintain balanced financial policies, which is a key ESG consideration driving the rating. Assignments: Issuer: ZipRecruiter, Inc. Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4) Outlook Actions: Issuer: ZipRecruiter, Inc. Outlook, Assigned Stable RATINGS RATIONALE ZipRecruiter benefits from fast-growing revenue and a strong niche market position as one of the leading providers of online recruiting services in the US. An established brand, resume database and client relationships create a network effect to attract recruiters and job seekers to its online platforms. A very active labor market in the US, with record-breaking job opening levels in 2021, is expected to support double-digit growth in the near term. The migration of recruiting spend from traditional employment and staffing agencies to online platforms also supports ZipRecruiter's long-term growth profile. A highly variable cost structure and a strong liquidity position are strong mitigants to the cyclical demand characteristics of recruiting services. Debt/EBITDA leverage is impacted by high stock-based compensation, which Moody's does not add back, but cash-based EBITDA and free cash flow metrics support the credit. The rating reflects the expectation for balanced financial policies that will sustain strong FCF/debt metrics above 13%. The company's relatively small scale, limited product diversification, and geographic concentration in the US market weigh on the credit. ZipRecruiter operates in the competitive online job board services industry against larger peers with deep pockets, such as Indeed or LinkedIn. Cyclical swings in job opening volumes create revenue volatility during economic downturns. A limited track record of positive free cash flow generation weighs on the credit. The company generated negative free cash flow prior to 2020, but has been able to materially increase profitability and cash flow over the last 18 months, mainly by reducing marketing spend and increasing the proportion of stock-based compensation since its direct listing in May 2021. 2021E revenue is expected to grow at an impressive year-over-year rate close to 75%, despite the reduction in marketing spend as a percentage of revenue versus pre-pandemic levels. The company believes it can sustain improved long-term profitability while continuing to increase revenue at double-digit rates. However, growth has benefitted in recent quarters from tailwinds created by the acute labor shortage in the US employment market. The long-term margin and cash flow profile remain somewhat uncertain and could weaken when the current imbalance in the US labor market abates. Moreover, key employees could demand a higher proportion of their compensation in cash if ZipRecruiter underperforms growth expectations and its shares do not increase in value as expected, which would also pressure free cash flow generation. The stable outlook reflects the expectation for strong, double-digit revenue growth over the next 12 months, and healthy free cash flow with FCF/debt in the 13%-17% range. Debt/EBITDA will remain very high, Moody's adjusted with EBITDA net of stock-based compensation and capitalized software, but will reflect more moderate levels around 4x on a cash basis, excluding stock-based compensation as an expense. The company is expected to leverage its large cash balances to pursue strategic M&A targets, but Moody's anticipates it will employ moderate financial policies that will sustain a strong liquidity position and FCF/Debt metrics. Liquidity is a key credit consideration given the company's exposure to cyclical swings in the US jobs market. The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects very good liquidity, supported by pro forma cash and cash equivalents of approximately $696 million at the close of the transaction. The company is expected to leverage its large cash balances to pursue strategic M&A targets, but Moody's anticipates it will sustain a strong liquidity position and generate healthy free cash flow, with FCF/debt above 13% over the next 12-18 months. Moody's does not expect the company will repurchase dilution related to stock-based compensation. A $250 million undrawn revolver due 2026 will provide additional liquidity. The revolving credit facility (unrated) includes a financial covenant that limits the total net leverage ratio to 3.5x. The definition of EBITDA under the credit agreement includes stock-based compensation and other non-cash add-backs. The covenant threshold could be increased to 4.0x for material acquisitions. Moody's believes the company will have ample headroom under the financial covenant. ZipRecruiter, Inc. is the borrower of the new $500 million senior unsecured notes and the existing $250 million senior secured credit facility. The B2 rating for the senior unsecured notes reflects ZipRecruiter's B1-PD Probability of Default and a loss given default assessment of LGD4. The rating and loss given default expectations reflect the subordination of the notes to any borrowings under the revolving credit facility. The unsecured notes are expected to provide little covenant protection and will not include any limitations on additional unsecured debt, restricted payments, investments or asset sales. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS ZipRecruiter's ratings could be upgraded if the company demonstrates a solid competitive position by maintaining strong double-digit revenue growth while balancing marketing spend and other operating costs, such that profitability continues to expand. Increased scale and a track record of balanced financial policies, as well as very good liquidity would also be required for an upgrade. The ratings could be downgraded if ZipRecruiter's revenue growth is weaker than expected, or if sales and marketing or other cash expenses increase such that free cash flow to debt diminishes, with FCF/debt anticipated to remain below 12%. Ratings would be pressured too if the company were to pursue more aggressive financial policies, or if liquidity diminishes. Headquartered in Santa Monica, CA, ZipRecruiter, Inc. is an online job marketplace that connects job seekers and recruiters. The company also offers adjacent solutions such as applicant tracking systems. Revenues for the trailing twelve months ending September 30, 2021 were approximately $635 million. The company went public through a direct listing on May 26, 2021. ZIPRECRUITER INC: S&P Assigns 'BB-' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to Santa Monica, Calif.-based ZipRecruiter Inc. S&P also assigned 'BB-' issue-level and '3' recovery ratings to the company's unsecured notes and 'BB+' issue-level and '1' recovery ratings to its secured revolving credit facility. The stable outlook reflects S&P's expectation that over the next 12 months ZipRecruiter will expand its network of employers and job seekers through tactical investments in sales and marketing and mergers and acquisitions (M&A) such that adjusted debt leverage is maintained in the 3.5x-4x range. ZipRecruiter Inc., a leading U.S. provider of online recruitment, is seeking to raise $500 million of senior unsecured notes for general corporate purposes, resulting in S&P Global Ratings-adjusted leverage in the high-3x area. For the quarter ended Sept. 30, 2021, the company more than doubled its revenue year over year as the strong U.S. job market attracted new participants to its platform. Increased workforce turnover and a tight U.S. labor market will require employers and job seekers to adopt more efficient recruitment solutions. S&P believes there are favorable structural shifts occurring in the $200 billion U.S. job recruitment industry that will result in ZipRecruiter taking share from legacy online recruiters and traditional staffers. The increased churn in the U.S workforce, elevated job openings, and strong GDP and wage growth provide good operating conditions for ZipRecruiter to grow revenue in the 15%-20% range in 2022. ZipRecruiter has a good track record of increasing wallet share through product innovation. S&P believes ZipRecruiter offers unique services to employers and job seekers that will add not only new market participants but increase existing employer spending. S&P believes the company's success has been due to its improved matching capabilities, simple mobile user interface, transparent pricing, a large network of jobs, and unique features such as "invite to apply". Based on 2014 employer cohort data, monthly revenue per paid employer increased 7x by year seven. ZipRecruiter has robust liquidity to use for strategic investments. Pro forma for the transaction, ZipRecuiter will have $696 million in pro forma cash on hand and an undrawn $250 million revolving credit facility. S&P said, "We believe a portion of its balance sheet cash will be used to fund strategic M&A and organic investments to increase its marketplace network and provide deeper user engagement by expanding its solutions within the "pre-hire" online recruitment industry. Under our base case, we assume leverage rises to the 4x area in 2022, up from the high-3x area as of Sept. 30, 2021, primarily due to lower operating leverage as revenue growth slows and higher sales and marketing investments." Long term, management intends to operate the business prudently, with a gross target leverage of 3x in the near term and below 2x over the long term. Increasing competition and, possibly, larger global expansion initiatives may result in spikes in leverage due to elevated marketing spend. Through improved operating leverage, the company has decreased its sales and marketing spending as a percentage of revenue, but, compared with other online marketplaces, it remains materially higher, suggesting the consistent need to invest in its brand on both the employers and job seekers even in a strong job market. S&P believes competition for the online recruiting market will intensify, which may require ZipRecruiter to spend more than previously expected. In addition, expansion into new international markets would require significant up-front investments to increase brand awareness with potentially extended payback periods. A high proportion of variable costs protects credit metrics in a prolonged economic downturn. Under a simulated economic recession, we believe revenue could decline as much as 30%-40%, but S&P believes the company would have significant levers to reduce costs to maintain its credit metrics. Notably, sales and marketing could be immediately scaled back as demonstrated during the second quarter of 2020 at the height of the pandemic, which resulted in EBITDA growth. A recovery in revenue could take longer relative to other industries. Following the technology bubble of 2002, it took over two years for job openings to recover as companies likely delayed hiring by prioritizing productivity and profitability during early states of an economic recovery. S&P could lower the ratings if: -- Adjusted leverage were above 4x on a sustained basis or FOCF to debt below 10%; -- Elevated investments in sales and marketing resulted in margin deterioration over multiple quarters due to increased competition or a large global expansion initiative; -- ZipRecruiter experienced sustained declines in active employers on its platform due to an economic recession or competition; or -- ZipRecruiter pursued a more aggressive financial policy, including debt-funded M&A or shareholder returns. Although unlikely, S&P could raise its rating if the company: -- Demonstrated a track record of managing leverage below 3x and generating FOCF to debt above 15%; or -- Increased scale, diversified its revenue streams, or became more entrenched in enterprise workflows, resulting in higher proportion of annual subscription revenue. ZNB LLP: Taps Coard Benson of Benson & Mangold as Realtor --------------------------------------------------------- ZNB LLP seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Coard Benson, a real estate professional at Benson & Mangold. The Debtor needs the assistance of a real estate agent to list, market and sell its properties. Mr. Benson will render these services: (a) professional imaging; (b) digital marketing; (c) print marketing; (d) broker outreach; (e) preparation of documents related to the listing, marketing and sale of the properties; (f) attendance at the closing of the sale(s) and; (g) such other services which may be necessary in order to complete the sales. Mr. Benson has agreed to receive a 5 percent commission in this engagement. In court papers, Mr. Benson disclosed that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The realtor can be reached at: Coard Benson Benson & Mangold 700 Abruzzi Dr. B Chester, MD, 21619 Telephone: (410) 643-3033 Email: info@bensonandmangold.com About ZNB LLP Chestertown, Md.-based ZNB LLP filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16310) on Oct. 5, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Harry Kaiser, managing partner, signed the petition. Judge Thomas J. Catliota oversees the case. The Debtor tapped Tate M. Russack, Esq., at RLC, PA Lawyers & Consultants as legal counsel and Larry Strauss, Esq., CPA and Associates, Inc. as accountant. [*] Claims Trading Report - December 2021 ----------------------------------------- There were at least 365 claims that changed hands in Chapter 11 corporate cases in December 2021: No. of Claims Debtor Transferred ------ ----------- Lehman Brothers Holdings Inc. 117 LATAM Airlines Group S.A. 60 Brown Industries, Inc. 34 Grupo Aeromexico, S.A.B. de C.V. 29 Neiman Marcus Group LTD LLC 20 Futurum Communications Corporation 17 Forever 21, Inc. 13 Mallinckrodt plc 8 EHT US1, Inc. 4 Intelsat S.A. 4 Aluminum Shapes, L.L.C. 3 Abengoa Bioenergy US Holding LLC 2 Breault Research Organization, Inc 2 Brown Medical Center, Inc. 2 CR Holding Liquidating, Inc. 2 DJM Holdings, LTD 2 GDC Technics, LLC 2 Gregg Appliances, Inc 2 GVS Texas Holdings I, LLC 2 Henry Ford Village, Inc 2 Husch & Husch, Inc. 2 J. Teig Port, M.D., P.A. 2 J.S. Cates Construction, Inc. 2 JEM Homes International, LLC 2 Klausner Lumber One LLC 2 RCCI Wind Down Company, Inc. 2 Samurai Martial Sports, Inc. 2 SCHULTE PROPERTIES LLC 2 TAM Winddown LLC 2 Airport Van Rental, Inc. 1 Anba Taxi, Inc. 1 Avianca Holdings S.A. 1 AVR Vanpool, Inc. 1 Azzil Granite Materials, LLC 1 Boy Scouts of America 1 CFO Management Holdings, LLC 1 Chad W. Thomas and CD Thomas Farms, LLC 1 CMC II, LLC 1 Covia Holdings Corporation et al. 1 Cyber Litigation Inc. 1 Easterday Farms 1 Entrust Energy, Inc. 1 HCA West, Inc 1 INSTITUTO MEDICO DEL NORTE INC 1 Limetree Bay Refining, LLC 1 OFS International, LLC 1 PES Holdings, LLC 1 Shurwest, LLC 1 Virginia True Corporation 1 Notable claim purchasers for the month of December are: A. In Lehman Brothers' cases: CONTRARIAN FUNDS, LLC 411 WEST PUTNAM AVE., SUITE 425 GREENWICH, CT 06830 ATTN: ALPA JIMENEZ Tel: 203-862-8259 Fax: 203-485-5910 E-mail: tradeclaimsgroup@contrariancapital.com SEAPORT LOAN PRODUCTS LLC 360 Madison Avenue New York, New York 10017 Telephone: (212) 616-7700 STONEHILL INSTITUTIONAL PARTNERS, L.P. Stonehill Master Fund Ltd. c/o Stonehill Capital Management LLC 320 Park Avenue, 26th Floor City, State, Zip Code: New York, New York 10022 USA Attn: OPS Department, Telephone Number: +1-212-739-7474 Fax Number: +1-212-838-2291 E-Mail Address: ops@stonehillcap.com B. In LATAM Airlines' cases: BANK OF AMERICA, N.A. c/o Bank of America Merrill Lynch Bank of America Tower – 3rd Floor One Bryant Park New York, New York 10036 Attention: Ante Jakic Telephone: +1.646.855.7450 Email: Ante.Jakic@bofa.com CITIGROUP FINANCIAL PRODUCTS INC. Attn: Kenneth Keeley Citigroup Global Markets 388 Greenwich Street, Trading Tower 6th Floor New York, NY 10013 Tel: (212) 723-6064 COMBE PARK S.À R.L. c/o Strategic Value Partners, LLC 100 West Putnam Avenue Greenwich, CT 06830 Attention: General Counsel and Chief Compliance Officer Tel No.: +1 (203) 618-3667 Fax No.: +1 (203) 618-3515 Email Address: legalnotices@svpglobal.com FAIR HARBOR CAPITAL, LLC Ansonia Finance Station PO Box 237037 New York, NY 10023 Tel: (212) 967-4035 GCM GROSVENOR SPECIAL OPPORTUNITIES MASTER FUND, LTD. c/o Grosvenor Capital Management, L.P. 900 North Michigan Avenue, Suite 1100 Chicago, Illinois 6061 MBD 1 LTD. Monarch Alternative Capital LP 535 Madison Avenue, 26th Floor New York, NY 10022 Attn: Michael Gillin Email: fundops@monarchlp.com Phone: 212-554-1743 OCEANA MASTER FUND LTD PENTWATER CREDIT MASTER FUND LTD. PWCM MASTER FUND LTD c/o Pentwater Capital Management 1001 10th Ave. South – Suite 216 Naples, FL 34102 Tel: 312-589-6430 or 312-589-6415 E-mail: Bankdebt@pwcm.com Credit@pwcm.com Operations@pwcm.com THIRD POINT LOAN LLC 55 Hudson Yards, 49th Floor New York, NY 10001 C. In Brown Industries' case: CRG Financial LLC 100 Union Ave Cresskill, NJ 07626 Tel: (201) 2666988 [*] Fox Rothschild Adds Ex-Gibbons Attorney in Delaware ------------------------------------------------------- Fox Rothschild LLP said Jan. 6, 2022, it is welcoming Howard A. Cohen to the Wilmington office as a partner in the firm's Financial Restructuring & Bankruptcy Department. "Howard has more than 20 years of experience working with companies to navigate sophisticated, high-profile restructuring and bankruptcy matters," said Sidney S. Liebesman, Fox's Wilmington office managing partner. "We are thrilled to welcome him to our team in Delaware." Cohen has done significant work representing financially distressed companies, official committees of unsecured creditors and other key constituents in financial restructuring, bankruptcy and creditors' rights matters. He has worked on many high-profile bankruptcies and has worked with a broad range of clients in the retail, energy, manufacturing, technology, transportation, horticulture, restaurant and life sciences industries. Mr. Cohen was a Director in the Financial Restructuring & Creditors' Rights Group of Gibbons P.C., resident in the Wilmington, Delaware office, from September 2016 to January 2022. Before that he was a partner at Drinker Biddle & Reath LLP, his firm for more than a decade. Mr. Cohen earned his J.D. from Duke University and B.S. from Florida State University. Mr. Cohen can be reached at: Howard A. Cohen, Esq. Fox Rothschild LLP Tel: (302) 427-5507 E-mail: hcohen@foxrothschild.com [^] BOOK REVIEW: GROUNDED: Destruction of Eastern Airlines ---------------------------------------------------------- Grounded: Frank Lorenzo and the Destruction of Eastern Airlines Author: Aaron Bernstein Publisher: Beard Books Softcover: 272 Pages List Price: $34.95 Order a copy today at http://www.beardbooks.com/beardbooks/grounded.html Barbara Walters once referred to Frank Lorenzo as "the most hated man in America." Since 1990, when this work was first published and Eastern Airlines' troubles were front-page news, there have been many worthy contenders for the title. Nonetheless, readers sensitive to labor-management concerns, particularly in the context of corporate restructurings, will find in this book much to support Barbara Walters' characterization. To recap: For a few brief and discordant years, Frank Lorenzo was boss of the biggest airline conglomerate in the free world (Aeroflot was larger), combining Eastern, Continental, Frontier, and People Express into Texas Air Corporation, financing his empire with junk bonds. TAC ultimately comprised a fleet of 451 planes and 50,000 employees, with revenues of $7 billion. But Lorenzo was lousy on people issues, famously saying, "I'm not paid to be a candy ass." The mid-1980s were a bad time to take that approach. Those were the years when the so-called Japanese model of management, which emphasized cooperation between management and labor, was creating a stir. The Lorenzo model was old school: If the unions give you any trouble, break 'em. That strategy had worked for him at Continental, where he'd filed Chapter 11 despite the airline's $60 million in cash reserves, in order to exploit a provision in Bankruptcy Code allowing him to abrogate his contracts with the unions. But Congress plugged that loophole by the time Lorenzo went to the mat with Charles Bryan, I AM chapter president. Lorenzo might have succeeded in breaking the machinists alone, but when flight attendants and pilots honored the picket lines, he should have known it was time to deal. He didn't. Instead he tried again for a strategic advantage through the bankruptcy courts, by filing Chapter 11 in the Southern District of New York where bankruptcy judges were believed to be more favorably disposed toward management than in Miami where Eastern was headquartered. Eastern had to hide behind the skirts of its subsidiary, Ionosphere Clubs, Inc., a New York corporation, in order to get into SDNY. Six minutes later, Eastern itself filed in the same court as a related proceeding. The case was assigned to Judge Burton Lifland, whom Eastern's bankruptcy lawyer, Harvey Miller, knew well, but Lorenzo was mistaken if he believed that serendipitous lottery assignment would be his salvation. Judge Lifland a year later declared Lorenzo unfit to run the airline and appointed Martin Shugrue as trustee. Most hated man or not, one wonders whether the debacle was all Lorenzo's fault. Eastern's unions, in particular the notoriously militant machinists, were perpetual malcontents, and Charlie Bryan was an anti-management zealot, to the point of exasperating even other IAM officers. The book provides a detailed account of the three-and-a-half-year period between Lorenzo's acquisition of Eastern in the autumn of 1986 and Judge Lifland's appointment of the trustee in April 1990. It includes the history of Eastern's pre-Lorenzo management, from World War I flying ace Eddie Rickenbacker to astronaut Frank Borman. ********* 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. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***