/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220207.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 7, 2022, Vol. 26, No. 37 Headlines 6525 BELCREST: Unsecureds Owed $2.91M to Get $100K in Plan 99 SUTTON LLC: Gets OK to Hire Morrison Tenenbaum as Legal Counsel A & J PHARMACY: Has Deal on Cash Collateral Access ABDOUN ESTATE: March 16 Plan & Disclosure Hearing Set ACTIVA RESOURCES: Case Summary & 20 Largest Unsecured Creditors ADVAXIS INC: Designates 1-Mil. Shares as Series D Preferred Stock ALH PROPERTIES: Files Amendment to Combined Pan & Disclosures ALH PROPERTIES: March 3 Hearing on Plan and Disclosures AMERIVET SERVICES: Case Summary & 20 Largest Unsecured Creditors AMSTED INDUSTRIES: Moody's Affirms 'Ba2' CFR; Outlook Stable AQUA SHIELD: Past Counsel Says Disclosures Inadequate BABCOCK & WILCOX: Acquires Fossil Power for $59.1 Million BANROC CORP: Solara Homes' Amended Plan Due Feb. 14 BBS HOLDINGS: Unsecureds Will be Paid 2% of Claims in Plan BOY SCOUTS: Judge Rejects Discovery Requests of Catholic Groups BROWN JORDAN: Moody's Withdraws 'Caa1' Corporate Family Rating CALVERT HEALTH: Unsecureds to Split $10K in Subchapter V Plan CAMDEN DIOCESE: Raises Chapter 11 Victim Trust Fund to $90 Million CARVANA CO: Subsidiary Hikes Line of Credit to $3 Billion CLEARDAY INC: Appoints Richard Levychin as Director COOK AND SONS: Special Counsel Not Entitled to Insurance Proceeds CORP GROUP BANKING: Saga Unsecureds to Recover 44.84% in Plan DIOCESE OF CAMDEN: Offers Clergy Abuse Victims $90M Settlement DIOCESE OF NORWICH: Has Until April 15 to File Bankruptcy Plan EASTSIDE DISTILLING: Paul Block Quits as Chairman, CEO ESSA PHARMA: Incurs $9.1 Million Net Loss in First Quarter EVOKE PHARMA: Extends Eversana Services Agreement to 2026 EXPRESS GRAINS: Court OKs Bid to Employ CR3 Partners FROZEN FOODS: Unsecureds Will Get 10% of Claims in 5 Years FULL HOUSE: Completes Consent Solicitation for 8.250% Senior Notes GARDA WORLD: Moody's Affirms B3 CFR, Rates New $700MM Term Loan B2 GBT TECHNOLOGIES: Buys 10K Touchpoint Preferred Shares for $125K GLOBAL BRANDS: Judge to Sign Off on Liquidation Plan GOTO GROUP: Fitch Affirms 'B' LT IDR, Outlook Stable GVS TEXAS: Court Okays CBRE, WWG’s $450 Mil. Opening Bid in Auction IBIO INC: Amends ByLaws to Include Exclusive Forum Selection Clause INTERSTATE UNDERGROUND: March 9 Plan & Disclosure Hearing Set INTERSTATE UNDERGROUND: Unsecureds to Get $20K Per Year for 5 Years INVO BIOSCIENCE: Inks Third Amended Purchase Deal With Paradigm JAGUAR HEALTH: Upsizes ATM Offering to $75M Worth of Common Shares JOHNSON & JOHNSON: Talc Plaintiffs' Lawyers Leak Docs to Reuters KNOT WORLDWIDE: Moody's Hikes CFR to B2, Rates New $50MM Debt B2 KNOT WORLDWIDE: S&P Lowers First-Lien Issue-Level Rating to 'B' KR CALVERT: Unsecureds to Split $10K in Subchapter V Plan LOOT CRATE: Ex-Owners Sue Buyer Over Unpaid Sales Taxes LTL MANAGEMENT: Scholar Briefs Approved in Ch.11 Dismissal Bid MALLINCKRODT PLC: Reorganization Plan, Opioid Deal Approved MCAFEE CORP: Term Loan Upsizing No Impact on Moody's B3 CFR MEG ENERGY: Moody's Affirms 'B2' CFR, Alters Outlook to Positive METRO PUERTO RICO: April 5 Plan & Disclosure Hearing Set MOMENTIVE PERFORMANCE: S&P Affirms 'B+' ICR, Alters Outlook to Pos. NESV ICE: Unsecureds to Get Share of Contribution, Avoidance Action NEWBRIDGE: Fitch Rates USD209.4MM Rev. Refunding Bonds 'BB+' NEXTPLAY TECHNOLOGIES: Two Proposals Approved at Special Meeting NOVABAY PHARMACEUTICALS: Hikes Authorized Common Shares to 150M NUTRIBAND INC: Issued Full US Patent for AVERSA by USPTO PROFESSIONAL DIVERSITY: Launches Stock Buyback Program PROFESSIONAL TECHNICAL: Hits Bankruptcy, Owes IRS $17M PUERTO RICO: Director Jeresko Head Quits as Bankruptcy Ends PUNCH BOWL SOCIAL: Makes Comeback After Bankruptcy RENNOVA HEALTH: Signs Deal to Sell $1.5M Series P Preferred Shares RESTORNATIONS: Obtains Financing from FMC Lending; Amends Plan RIVERFRONT CRUISE: Updates Reorganization Plan ROCHESTER DRUG: Indivior Lost Bid to Disqualify Class Rep. ROCKPOINT GAS: Fitch Affirms 'B-' LT IDRs, Outlook Stable RURAL CONNECT: Wins Cash Collateral Access Thru March 4 SEANERGY MARITIME: Falls Short of Nasdaq Bid Price Requirement SSH HOLDINGS: S&P Upgrades ICR to 'BB-'on Strong Performance TCI-FLATIRON CLO 2016-1: S&P Assigns BB-(sf) Rating on E-R-3 Notes TEN DOLLAR: March 16 Plan & Disclosure Hearing Set TILDEN MARCELLUS: Case Summary & 20 Largest Unsecured Creditors TILES BY MATTHEW: Gets Interim OK to Hire Bankruptcy Counsel UBIOME INC: Trustee Can't End Amazon Doc Storage, Say Ex-Execs VASU CONVENIENCE: Taps Wisdom Professional Services as Accountant VEWD SOFTWARE: Gets Court Okay for Reorganization Plan VIDA CAPITAL: Moody's Affirms 'B2' CFR; Outlook Stable VPR BRANDS: Issues $100K Promissory Note to CEO WALKER COUNTY HOSPITAL: Taps Bharat Capital as Consultant WING DINGERS: March 29 Disclosure Statement Hearing Set [*] 5th Cir. Questions Input of FERC in Gas Company Bankruptcies [*] Oil And Gas Bankruptcies Declined in 2021 [^] BOND PRICING: For the Week from Jan. 31 to Feb. 4, 2022 ********* 6525 BELCREST: Unsecureds Owed $2.91M to Get $100K in Plan ---------------------------------------------------------- 6525 Belcrest Road, LLC, filed a Reorganization Plan on Jan. 18, 2022, and a Disclosure Statement on Feb. 2, 2022. The Debtor is the owner of an improved parcel of commercial real property located at 6525 Belcrest Road, Hyattsville, Maryland which is leased to a number of commercial tenants. The Plan provides for, among other things, a restructuring of the Debtor's secured obligation to Panasia Estate, Inc. with a new note payable through Oct. 31, 2022 and other payments to be made with a $400,000 new capital investment by the Debtor's current interest holders, which will be sufficient to pay administrative expense, including professional fees, and provide for a $100,000 fund to pay unsecured creditors. The Plan provides for a restructuring of the Allowed Panasia Secured Claim with the New Panasia Note, which would pay the claim through Oct. 31, 2022 at 5.5% per annum. Other secured claims will be paid in full. Class 4 Unsecured Claims totaling $2,911,857 will receive their pro rata shares of the Unsecured Creditor Fund. Attorneys for the Debtor: Robert M. Sasloff, Esq. Steven B. Eichel, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, New York 10022 Tel: (212) 603-6300 A copy of the Disclosure Statement dated Feb. 2, 2022, is available at https://bit.ly/3IZJtpN from PacerMonitor.com. About 6525 Belcrest Road New York-based 6525 Belcrest Road, LLC owns Metro Center III, a commercial real property in Hyattsville, Md. 6525 Belcrest Road filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-10968) on May 19, 2021, listing as much as $10 million in both assets and liabilities. Judge Michael E. Wiles oversees the case. The Debtor tapped Robinson Brog Leinwand Greene Genovese & Gluck, PC as its bankruptcy counsel. Peckar & Abramson, PC and The Law Office of Michele Rosenfeld, LLC serve as the Debtor's special counsel. 99 SUTTON LLC: Gets OK to Hire Morrison Tenenbaum as Legal Counsel ------------------------------------------------------------------ 99 Sutton, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Morrison Tenenbaum, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the management of its estate; (b) assisting in any amendments of bankruptcy schedules and other financial disclosures and in the preparation, review or amendment of the Debtor's disclosure statement and plan of reorganization; (c) negotiating with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; (d) preparing legal papers; (e) pursuing preference and fraudulent transfer actions and any other required litigation; (f) appearing before the bankruptcy court; and (g) performing all other necessary legal services for the Debtor. The firm's hourly rates are as follows: Lawrence F. Morrison, Esq. $595 per hour Brian J. Hufnagel, Esq. $495 per hour Associates $380 per hour Paraprofessionals $250 per hour The Debtor paid the firm a retainer fee of $15,000. Lawrence Morrison, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lawrence F. Morrison, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Phone: 212-620-0938 Email: lmorrison@m-t-law.com About 99 Sutton Brooklyn, N.Y.-based 99 Sutton, LLC filed a petition for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 21-43124) on Dec. 20, 2021, listing up to $50,000 in assets and up to $500 million in liabilities. Joseph Torres, member, signed the petition. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Morrison Tenenbaum, PLLC as legal counsel. A & J PHARMACY: Has Deal on Cash Collateral Access -------------------------------------------------- A & J Pharmacy, LLC asks the U.S. Bankruptcy Court for the Western District of New York for entry of an order approving a stipulation among the debtor; Michael Brummer, Subchapter V Trustee; and Advisory Trust Group, LLC as trustee of the RDC Liquidating Trust which permits the Debtor to use cash collateral. The Debtor requires the use of cash collateral to maintain the liquidity necessary to administer the Chapter 11 case and continue its operations in the ordinary course of business. Rochester Drug Cooperative, Inc. is the senior lienholder of record with a claimed indebtedness in the approximate sum of $438,390 plus service charges from January 3, 2020 at nine percent per annum. RDC was the subject of Chapter 11 proceedings in the Court which resulted in its claims against parties such as A&J being transferred to the RDC Liquidating Trust. Key Bank National Association is a junior lienholder of record with a claimed indebtedness in the approximate sum of $269,300 plus interest from April 7, 2021 at nine percent per annum pursuant to a judgment entered in the Erie County Clerk's Office establishing such indebtedness. Due to certain fraudulent conduct perpetrated by a former employee of the A&J business, which may have resulted in unauthorized entry into security agreements reflected, the Debtor is not certain of the amounts or extents of liability to these parties. In response to communication from RDC concerning adequate protection, A&J has offered a roll-over or replacement lien and providing cash payment in the sum of $5,000 per month. RDC has accepted such treatment. The Debtor believes and submits that the Adequate Protection Lien and proposed Adequate Protection Cash Payment will be sufficient to protect this holder of a Pre-Petition Lien from any potential diminution in value of collateral with respect to the Prepetition Indebtedness and the Prepetition Liens, to the extent the Cash Collateral is actually used during the Chapter 11 case. A copy of the motion is available at https://bit.ly/3Lb8UGy from PacerMonitor.com. A & J Pharmacy LLC A & J Pharmacy LLC, a local woman-owned community pharmacy in Webster, N.Y., filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 21-20679) on Dec. 8, 2021, listing $452,416 in assets and $3,301,354 in liabilities. Sandra B. Le, managing member, signed the petition. Judge Warren, U.S.B.J. presides over the case. Raymond C. Stilwell, Esq., at Law Offices of Raymond C. Stilwell represents the Debtor as legal counsel. ABDOUN ESTATE: March 16 Plan & Disclosure Hearing Set ----------------------------------------------------- On Jan. 28, 2022, debtor Abdoun Estate Holdings, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan an Amended Combined Plan and Disclosure Statement. On Jan. 31, 2022, Judge Thomas J. Tucker granted preliminary approval to the Disclosure Statement and ordered that: * March 4, 2022 is the deadline to return ballots on the First Amended Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Amended Plan. * March 16, 2022 at 11:00 a.m., in Room 1925, 211 W. Fort Street, Detroit, Michigan is the hearing on objections to final approval of the Disclosure Statement and confirmation of the First Amended Plan. * March 9, 2022 is the deadline for the Debtor to file a signed ballot summary indicating the ballot count. A copy of the order dated Jan. 31, 2022, is available at https://bit.ly/3J1fjSX from PacerMonitor.com at no charge. About Abdoun Estate Holdings Abdoun Estate Holdings, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)) based in Southfield, Mich. Abdoun Estate Holdings filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-48063) on Oct. 11, 2021, listing as much as $10 million in both assets and liabilities. Ahmad Abulabon, managing member of Abdoun Estate Holdings, signed the petition. Judge Thomas J. Tucker oversees the case. The Debtor tapped Yuliy Osipov, Esq., at Osipov Bigelman, P.C., as its bankruptcy counsel. The Blum Law Firm and Frasco Caponigro Wineman Scheible Hauser & Luttmann, PLLC serve as the Debtor's special counsel. ACTIVA RESOURCES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Activa Resources, LLC 22-50117 403 East Commerce Suite 220 San Antonio, TX 78205 Tiva Resources, LLC 22-50118 403 East Commerce Suite 220 San Antonio, TX 78205 Business Description: The Debtors are part of the oil and gas extraction industry. Chapter 11 Petition Date: February 3, 2022 Court: United States Bankruptcy Court Western District of Texas Debtors' Counsel: Bernard R. Given II, Esq. LOEB & LOEB LLP 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Tel: 310-282-2000 Email bgiven@loeb.com Activa Resources' Estimated Assets: $10 million to $50 million Activa Resources' Estimated Liabilities: $10 million to $50 million Tiva Resources' Estimated Assets: $1 million to $10 million Tiva Resources' Estimated Liabilities: $10 million to $50 million The petitions were signed by John Hayes as president. Full full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GNTAPBQ/Activa_Resources_LLC__txwbke-22-50117__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/GLFQOZQ/Tiva_Resources_LLC__txwbke-22-50118__0001.0.pdf?mcid=tGE4TAMA List of Activa Resources' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Woodbine Production Corp. Trade Debt $358,712 118 S Kilgore St. Kilgore, TX 75662-2516 Tel: 903-894-8005 2. Kenilworth Oil Company Trade Debt $165,520 1626 N Propsect Ave. Apt. 2209 Milwaukee, WI 53202 3. McAlester Fuel Company Trade Debt $81,118 4900 Woodway Dr Houston, TX 77056 4. Arcadia Operating, LLC Trade Debt $22,813 3811 Turtle Creek Blvd. Ste 1900 Dallas, TX 75219 5. Paul R. Carl Trade Debt $20,368 5919 Bayou Glen Rd. Houston TX 77057 6. Geological Subscription Trade Debt $20,000 d/b/a TGS P.O. Box 733255 Dallas, TX 75373-3255 7. Flogistix Trade Debt $12,525 PO Box 731389 Dallas, TX 75373-1389 405-536-0000 8. Wilson Diamond W Mineral, LP Trade Debt $10,197 P.O. Box 266 Carrizo Springs, TX 78834 9. Walter Nicholls Colquitt Trade Debt $9,809 16900 Lexington Blvd., Apt 2133 Sugarland, TX 77479-2376 Tel: 281-367-2258 10. Robert C. Jacob Trade Debt $8,796 PO Box 709 Santa Fe, TX 77510 11. Heritage Well Supply Trade Debt $7,817 PO Box 249 Charlotte, TX 78011 12. Kaler Energy Corporation Trade Debt $7,470 635 State Highway 46 E #104 Boerne, TX 78006 13. Great Texas Compression LLC Trade Debt $7,350 18615 Tuscany Stone, Ste. 390 San Antonio, TX 78258 14. Lamb Mineral, LP Trade Debt $5,098 8607 Jogeva Rise San Antonio, TX 78251 15. SBI West Texas I, LLC Trade Debt $4,865 PO Box 679270 Dallas, Texas 75267-9270 16. Jettex Resources Trade Debt $3,640 PO Box 570773 Houston, TX 77257 17. The Compliance Group, Inc. Trade Debt $3,500 PO Box 208674 Dallas, TX 75320-8674 18. Musgrave Family LLC Trade Debt $3,268 C/O Quality Connections 12620 Rolling Rd. Potomac, MD 20854-1963 19. Benview Limited Partnership Trade Debt $3,267 Eleanor B. Marlow, GP P.O. Box 84 La Salle, TX 77969-0084 20. Scott E. Triplitt Trade Debt $2,850 P.O. Box 783 Carrizo Springs, TX 78834 ADVAXIS INC: Designates 1-Mil. Shares as Series D Preferred Stock ----------------------------------------------------------------- As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission, on Jan. 31, 2022, Advaxis, Inc. completed the issuance and sale, in a private placement, of 1,000,000 shares of the company's Series D Convertible Redeemable Preferred Stock, par value $0.001 per share, at an offering price of $4.75 per share, representing a 5% original issue discount to the stated value of $5.00 per share, for gross proceeds of approximately $4.75 million in the aggregate for the Offering, before the deduction of the fees and offering expenses of the Company's financial advisor. The shares of Series D Preferred Stock will be convertible, at a conversion price of $0.25 per share (subject in certain circumstances to adjustments), into shares of the Company's common stock, par value $0.001 per share. The Series D Preferred Stock and shares of Common Stock into which such preferred shares are convertible were issued in reliance upon the exemption from the securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 of Regulation D as promulgated by SEC under the 1933 Act. In connection with the Offering, on and effective Jan. 31, 2022, the Company filed with the Secretary of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series D Preferred Stock designating 1,000,000 shares as Series D Preferred Stock and designating the rights, preferences and limitations of such shares of Series D Preferred Stock. About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $26.47 million for the year ended Oct. 31, 2020, a net loss of $16.61 million for the year ended Oct. 31, 2019, and a net loss of $66.51 million for the year ended Oct. 31, 2018. As of July 31, 2021, the Company had $51.02 million in total assets, $6.75 million in total liabilities, and $44.28 million in total stockholders' equity. ALH PROPERTIES: Files Amendment to Combined Pan & Disclosures ------------------------------------------------------------- ALH Properties No. Fourteen, LP submitted an Amended Combined Chapter 11 Plan of Reorganization and Disclosure Statement dated Feb. 1, 2022. The centerpiece of the Combined Plan and Disclosure Statement is a comprehensive restructuring of the Debtor's secured loan with MassMutual (the "Comprehensive Lender Settlement"). The Comprehensive Lender Settlement, along with cash contributions and other commitments from the Debtor's principals and equity holders, will result in the payment of all unsecured claims in full within 12 months and permit the Debtor to exit chapter 11 in the strongest position possible and poised for success immediately. The Amended Combined Plan and Disclosure Statement discusses the Mediated Plan Term Sheet (the "Term Sheet") sets forth the salient business arrangements that have been agreed in principle, subject to approval by the Bankuptcy Court's approval, by ALH Properties No. Fourteen LP (the "Debtor"), Nicholas Massad Jr. ("Mr. Massad") and Massachusetts Mutual Life Insurance Company and Barings (collectively, the "Lender," and collectively with the Debtor and Mr. Massad, the o'Parties"). * On the Effective Date of the Plan, the Debtor shall pay the Lender [$1,000,000] in satisfaction of all accrued and unpaid Contract Rate interest of that certain Loan Agreement between the Debtor and Massachusetts Mutual Life Insurance Company dated as of March 7, 2013 on the outstanding principal owed on the loan. The Lender will prepare an amendment to the loan agreement to be incorporated into the Plan in which the Debtor shall, among other things, re-affirm its obligations under the Loan Agreement as amended (the "Loan Agreement Amendment"). The Loan Agreement Amendment shall be reasonably acceptable to the Debtor. * On the Effective Date, the Debtor shall deposit $1,447,00013 into the FF&E Account provided for in the Loan Agreement (the "FF&E Reserve Account"). All future deposits into, and withdrawals from, the FF&E Reserve Account shall be made in accordance with the existing agreements between the Parties. * The Debtor shall obtain a minimum of $2,000,000 of new capital on or before the Effective Date, which may be used for the obligations required to be in the form of unrestricted, non refundable cash paid by the Debtor on the Effective Date. Such new capital shall be cash equity injected into the Debtor in the form of unrestricted, lienfree and non-refundable and non-redeemable cash from the Debtor's equity interest holders that is included as, and shown on the Debtor's balance sheet as equity. * On the Effective Date, the Debtor shall deposit $450,000 in a newly created reserve account (the "Capital Reserve Account") held by the Lender and the Debtor shall maintain not less than $450,000 (the "Minimum Cash Balance") in the Capital Reserve Account. * CBD Hospitality, Inc. ("CBD") and Almaty Insaat Turizm Yatirim Sanai ve Ticaret A.S. ("Almaty") shall pledge their equity in the Debtor and Mr. Massad and Vicki L. Massad shall pledge their equity interests in CBD (collectively, the "Equity Pledges") to secure the Debtor's performance under the Plan and the Loan Agreement Amendment. CBD, Almaty, and Vicki L. Massad shall each provide a non-recourse guaranty of the Debtor's performance under the Plan and the Loan Agreement Amendment secured by the Equity Pledges (each a "Non-Recourse Guaranty"). * After the Effective Date, the Debtor may obtain additional capital in the form of unrestricted, lien-free and non-refundable and non-redeemable cash in its sole discretion (the "Post Effective Date Capital Contribution"). Upon the Debtor obtaining a minimum net $2,000,000 in Post-Effective Date Capital Contribution, the Equity Pledges and related Non-Recourse Guaranties shall be released provided no event of declared default exists. Like in the prior iteration of the Plan, holders of Class 5 General Unsecured Claims will receive payment in full of its Allowed General Unsecured Claim at the later of (i) 12 months after the Effective Date with payments to each General Unsecured Claim to be made monthly until paid in full; and (ii) 10 days after the General Unsecured Claim becomes Allowed. For the avoidance of doubt, Allowed General Unsecured Claims shall not include post-petition interest. Class 5 is impaired. The Debtor or Reorganized Debtor shall fund its obligations under the Plan as follows: (1) Debtor's existing working capital; (2) the Initial Cash Contribution; and (3) future revenues generated by the Debtor or Reorganized Debtor's Hotel business. A full-text copy of the Amended Combined Plan and Disclosure Statement dated Feb 1, 2022, is available at https://bit.ly/3oubApb from PacerMonitor.com at no charge. Attorneys for the Debtor: Eric M. English, Esq. Megan Young-John, Esq. Emily Nasir, Esq. PORTER HEDGES LLP 1000 Main St., 36th Fl. Houston, Texas 77002 About ALH Properties No. Fourteen ALH Properties No. Fourteen, LP, owner and operator of the Embassy Suites Discovery Green hotel in Houston, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case. No. 21-31797) on May 31, 2021. In the petition signed by Nick Massad, Jr., president and general partner, the Debtor disclosed up to $50 million in both assets and liabilities. Judge David R. Jones oversees the case. Porter Hedges LLP and The Claro Group, LLC serve as the Debtor's legal counsel and financial advisor, respectively. Massachusetts Mutual Life Insurance Company, as lender, is represented by Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP. ALH PROPERTIES: March 3 Hearing on Plan and Disclosures ------------------------------------------------------- Judge David R. Jones has entered an order conditionally approving the Disclosure Statement of ALH Properties No. Fourteen, LP, and approved the proposed confirmation schedule. The Plan supplement filing deadline will be on February 21, 2022. The Plan voting deadline and deadline to object to Disclosure Statement and confirmation will be on Feb. 28, 2022 at 5:00 p.m. CST. The combined hearing on final approval of Disclosure Statement and confirmation of the Plan will be on March 3, 2022 at 2:30 p.m. CST. The ballots for Class 3, Class 4, Class 5, and Class 6, substantially in the forms, are approved. About ALH Properties No. Fourteen ALH Properties No. Fourteen, LP, owner and operator of the Embassy Suites Discovery Green hotel in Houston, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case. No. 21-31797) on May 31, 2021. In the petition signed by Nick Massad, Jr., president and general partner, the Debtor disclosed up to $50 million in both assets and liabilities. Judge David R. Jones oversees the case. Porter Hedges LLP and The Claro Group, LLC serve as the Debtor's legal counsel and financial advisor, respectively. Massachusetts Mutual Life Insurance Company, as lender, is represented by Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP. AMERIVET SERVICES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Amerivet Services LLC 12795 Silver Lake Road Brighton, MI 48116 Chapter 11 Petition Date: February 4, 2022 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 22-30167 Debtor's Counsel: George E. Jacobs, Esq. BANKRUPTCY LAW OFFICES 2425 S. Linden Rd., Suite C Flint, MI 48532 Tel: (810) 720-4333 Email: george@bklawoffice.com Total Assets: $1,183,528 Total Liabilities: $1,289,581 The petition was signed by Garret Brown as owner. 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/2AYZQAI/Amerivet_Services_LLC__miebke-22-30167__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VYLPAQY/Amerivet_Services_LLC__miebke-22-30167__0001.0.pdf?mcid=tGE4TAMA AMSTED INDUSTRIES: Moody's Affirms 'Ba2' CFR; Outlook Stable ------------------------------------------------------------ Moody's Investors Service has affirmed all ratings of Amsted Industries Incorporated, including its Ba2 Corporate Family Rating and Ba3 senior unsecured notes ratings. Amsted's ratings outlook is stable. The ratings affirmation reflects Moody's expectations for strong revenue growth in over the next two years, rebounding from several years of weak demand in transportation markets. This will support ample liquidity to cover increasing levels of Employee Stock Ownership Plan (ESOP) redemptions. "Amsted is well-positioned to benefit from a strong recovery in demand, particularly in the freight rail car and commercial vehicle sectors" says David Berge, Moody's Senior Vice President and lead analyst for the company. "However, margin improvement will be challenging given the inflationary cost environment, while ESOP payments will likely exceed free cash flow over the next year or two." The following rating actions were taken: Affirmations: Issuer: Amsted Industries Incorporated Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Gtd Senior Global Notes, Affirmed Ba3 (LGD5) RATINGS RATIONALE Amsted's ratings are supported by a leading market position in its core segments of railroad and vehicular products, which results in an attractive operating margin of about 12% and good free cash flow through industry cycles. Despite an uneven recovery in its end markets in 2021, including continued weak demand in the Railroad Products segment (typically 30% to 40% of revenue), Amsted maintained margins while generating free cash flow in excess of $400 million during the year. Moody's expects a strong recovery in rail product orders in 2022 and 2023, along with modest growth in demand from the vehicular and construction segments over that time. While this will drive revenue growth exceeding 10% in 2022, Moody's believes that margin growth will be stymied by inflationary pressures brough on by on-going supply chain issues that beset the manufacturing sector. Although debt levels may increase modestly in 2022 with revolver borrowings, credit metrics will remain strong for the rating. Moody's expects debt-to-EBITDA to be at or below 2.0x over the next two years. The ratings are constrained by the sizable obligations under Amsted's Employees' Stock Ownership Plan (ESOP). The cash outlays associated with redemptions under the ESOP plan vary from year-to-year, largely reflecting the highly cyclical nature of Amsted's businesses as well as volatility in the number of shares redeemed in each period. For 2022, Moody's expects ESOP redemptions to exceed free cash flow, which is normal during periods of revenue and earnings growth. Moody's believes this will require the company to use cash reserves or drawings on its revolver to cover a portion of the ESOP redemptions during the year. Nonetheless, the company will maintain good liquidity despite the short-term reduction in cash or revolver availability. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable rating outlook reflects Moody's expectations that credit metrics will remain robust relative to the Ba2 CFR as the business recovers in 2022 and 2023 from the weak market conditions of the past two years. Moody's expects that rising ESOP redemption payments will likely exceed free cash flow over that time, which will result in the use of cash reserves or revolver to cover such shortfalls. Amsted's ratings could be upgraded if Amsted can reduce revenue volatility, with lower reliance on highly cyclical industries, transportation in particular. An upgrade would also require demonstration of free cash generation that exceeds ESOP redemptions on a recurring annual basis, regardless of share valuation. Ratings could be downgraded if ESOP share purchases rise to a level that requires a significant increase in debt or a prolonged reduction in the company's cash reserves, particularly at a time when business conditions are weak. Debt-to-EBITDA sustained above 3.0x could also prompt a downgrade, as could retained cash flow-to-debt sustained below 30%. Amsted Industries Incorporated, headquartered in Chicago, Illinois, is a diversified manufacturer of highly engineered components used in the railroad, vehicular and construction sectors. Revenue is approximately $3.4 billion. The company is 100% owned by its Employee Stock Ownership Plan. The principal methodology used in these ratings was Manufacturing published in September 2021. AQUA SHIELD: Past Counsel Says Disclosures Inadequate ----------------------------------------------------- Krol & O'Connor, a past counsel to, and an unsecured creditor of, Aqua Shield, Inc., objects to the adequacy of the Disclosure Statement filed by Aqua Shield, Inc., with the proposed Plan of Reorganization annexed thereto. K & O'C points out that the Disclosure Statement and the Plan are plainly premised on the settlement reached between debtor and K & O'C through the Court's ordered mediation on October 20-1, 2021 (the "Settlement"), yet the Disclosure Statement fails to provide a complete and accurate description of the Settlement, fails to mention the Consent Order, subject to the Court's approval, and fails to emphasize the contingent nature of the Plan. K & O'C asserts that the Disclosure Statement appears to be somewhat misleading in its description of the 3 classes of claims, all said to be impaired under the Plan. According to K & O'C, the Disclosure Statement leaves the reader clueless as to why the claims of the SBA and Signature Bank are deemed impaired by debtor under 11 U.S.C. 1124(1), unless the purpose of such designation is to create a class of claims supposedly impaired, whose holders are conclusively presumed to have accepted the Plan under 11 U.S.C. Sec. 1126(f). K & O'C complains that the Disclosure Statement and the Plan -- whether or not adequate -- appear obsolete at least until this Court rules on K & O'C's motion, supra, and brings clarity to the status of the settlement and, a fortiori, debtor's chances to confirm a plan of reorganization. Krol & O'Connor can be reached at: Igor Krol, Esq. KROL & O'CONNOR 320 West 81st Street New York, NY 10024 Tel: (212) 595-8009 About Aqua Shield Aqua Shield, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-73191) on Oct. 16, 2020. The case was eventually transferred to the appropriate office under Case No. 20-43635. Judge Nancy Lord oversees the case. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. The Debtor is represented by the Law Offices of Alla Kachan, P.C. Bruce Arthur Lean, CPA serves as the Debtor's accountant. BABCOCK & WILCOX: Acquires Fossil Power for $59.1 Million --------------------------------------------------------- Babcock & Wilcox Enterprises, Inc. has acquired Fossil Power Systems, Inc., a designer and manufacturer of hydrogen, natural gas and renewable pulp and paper combustion equipment including ignitors, plant controls and safety systems based in Dartmouth, Nova Scotia, Canada. The transaction closed Feb. 1, 2022. The Company acquired 100% of the equity interests in Fossil Power for a purchase price of approximately $59.13 million (based on the CAD/USD exchange rate as of Feb. 1, 2022), excluding working capital adjustments. "The addition of FPS's respected products and expertise to our team is another step forward for the strategic growth of B&W's efficient and environmentally sustainable technologies and solutions," said Jimmy Morgan, B&W executive vice president and chief operating officer. "FPS ignitors and control system capabilities are ideally suited to clean energy applications such as firing hydrogen, which complements the hydrogen generation and combustion technologies in B&W's ClimateBrightTM suite, including our BrightGenTM hydrogen combustion product and BrightLoopTM hydrogen production technology. FPS also is an industry leader in combustion technologies and controls, as well as coal-to-gas and oil-to-gas fuel conversion projects." "FPS is known for its product quality, reliability, and broad range of firing technologies and safety systems that can be customized to customers' specific requirements and has provided B&W with products for more than three decades," Morgan added. "It has grown significantly over the last several years, and we will look to continued growth in these product lines as we leverage our combined expertise and relationships around the world for large-scale fuel conversions, hydrogen opportunities, renewable pulp and paper projects, large institutional heating plants and others. FPS also has an installed base of products in more than 70 countries and we look forward to opportunities to further grow this broad aftermarket business. We are pleased to welcome FPS's strong management team and employees to our team, and work together to expand our portfolio of full-service solutions to our global customers." "This acquisition is a natural extension of the long relationship our two companies have had for more than 35 years when B&W began serving as the exclusive supplier of FPS ignitors in the U.S.," Jonas Hackmann, FPS President, said. "We expect a seamless transition for our customers, suppliers and employees and are excited about working closely with the B&W team to expand our business." 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. BANROC CORP: Solara Homes' Amended Plan Due Feb. 14 --------------------------------------------------- Judge Caryl E. Delano has entered an order that Banroc Corp d/b/a Solara Homes, must file an Amended Chapter 11 Plan on or before Feb. 14, 2022. A hearing was held on Feb. 1, 2021, and the the initial status conference was continued to Feb. 14 at 3:00 p.m. Lend More, LLC's motion to dismiss the case, and the Debtor's objection to the motion are also slated for a hearing on Feb. 14. About Banroc Corp. Banroc Corp. is a Naples, Fla.-based company engaged in real estate business. Banroc Corp. filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-01258) on Sept. 22, 2021, listing $2,925,000 in assets and $4,261,913 in liabilities. Roland H. Bandinel, president of Banroc Corp., signed the petition. Judge Caryl E. Delano oversees the case. Mike Dal Lago, Esq., at Dal Lago Law, is the Debtor's legal counsel. BBS HOLDINGS: Unsecureds Will be Paid 2% of Claims in Plan ---------------------------------------------------------- BBS Holdings II, LLC, submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement. The Plan of Reorganization describes how all claims will be treated under the proposed plan. In particular, if the plan is confirmed, holders of general unsecured claims will receive a dividend of 2% of their allowed claims. The plan will be funded by operation of a motocross track on Debtor's real property and from cash contributions from Debtor's owner Jason Bronson. The administrative claims will be paid within two years of confirmation pursuant to a written agreement with Debtor and Debtor's attorney. Currently the total unpaid attorney's fees equal $16,335. It is estimated an additional $15,000.00 will be incurred through confirmation. Under the Plan, Class 5 Unsecured Claims total $596,394. The claims will be paid 2% of the total claims of $596,394.00, which is $11,928, in 24 monthly payments of $497.00, starting 30 days after the effective Date of the Plan. Class 5 is impaired. Attorney for the Debtor: Ted A. Troutman, Esq. TROUTMAN LAW FIRM P.C. 5075 SW Griffith Dr., Ste 220 Beaverton, OR 97005 Tel: (503) 292-6788 Fax: (503) 596-2371 E-mail: tedtroutman@sbcglobal.net A copy of the Disclosure Statement dated Feb. 2, 2022, is available at https://bit.ly/3upQPP6 from PacerMonitor.com. About BBS Holdings Redmond, Ore.-based BBS Holdings II, LLC filed a petition for Chapter 11 protection (Bankr. D. Ore. Case No. 21-32244) on Nov. 4, 2021, listing up to $1 million in assets and up to $10 million in liabilities. Jason Bronson, manager, signed the petition. Judge Peter C. Mckittrick oversees the case. The Debtor tapped Troutman Law Firm, P.C. as legal counsel. BOY SCOUTS: Judge Rejects Discovery Requests of Catholic Groups --------------------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge on Thursday, Feb. 3, 2022, rejected a number of discovery requests by and aimed at a committee of Roman Catholic organizations involved in the Boy Scouts of America's Chapter 11 case, while saying questions remain about whom the group represents. In a virtual bench ruling, U.S. Bankruptcy Judge Laurie Selber Silverstein said that while she had no motions before her challenging the Catholic ad hoc committee's standing and therefore no reason to rule on the issue, the committee's own filings raised questions about who it is claiming to represent. 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. BROWN JORDAN: Moody's Withdraws 'Caa1' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service withdrew its ratings for Brown Jordan Inc., including the Caa1 Corporate Family Rating, the Caa1-PD Probability of Default Rating and B3 senior secured first lien term loan. Prior to the withdrawal the outlook was stable. The following ratings are affected by the action: Withdrawals: Issuer: Brown Jordan Inc. Corporate Family Rating, Withdrawn , previously rated Caa1 Probability of Default Rating, Withdrawn , previously rated Caa1-PD Senior Secured Bank Credit Facility, Withdrawn , previously rated B3 (LGD3) Outlook Actions: Issuer: Brown Jordan Inc. Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. Headquartered in St. Augustine, FL, Brown Jordan Inc. is a designer, manufacturer and distributer of indoor and outdoor furniture for both consumers and commercial markets, particularly in the hospitality space. The company sells its products under the brand names of Charter, Tropitone, Texacraft, Winston, Castelle, and Brown Jordan. Since 2017, Brown Jordan is owned by private equity firm Littlejohn and Co. In the LTM period ended October 2, 2021, the company generated approximately $271 million in revenue. CALVERT HEALTH: Unsecureds to Split $10K in Subchapter V Plan ------------------------------------------------------------- Calvert Health, LLC, a Debtor Affiliate of KR Calvert Co., LLC ("KRC"), filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Joint Chapter 11 Plan of Reorganization under Subchapter V dated Jan. 31, 2022. KRC is a Kansas limited liability company owned by Klein Calvert and is authorized to do business in Tennessee. KRC was created on January 27, 2006, and prior to 2010, its primary business operation was the sale of liability and casualty insurance to subcontractors of DHL, a shipping and delivery service. On May 12, 2017, Calvert Health was formed. It is owned 100% by Pamela Calvert. It was created for the purpose of providing similar services to KRC, namely nonemergency patient transport, but it serviced accounts in different states than KRC. Calvert Health is an operating business with positive cash flows, but it has faced several serious issues that necessitate reorganization. The Debtors elected the Chapter 11 process to preserve their going concern value, continue providing critical services to patients and medical facilities, get their debt load on a manageable repayment schedule, and deal head-on with the litigation posed by FSH in the most economic and streamlined way possible, which has been removed to this Court. The Debtors now file this Plan of Reorganization. The Debtors' financial projections show that the Debtors will have projected disposable income of $547,162. The final Plan Payment is expected to be paid on April 1, 2027. This Plan of Reorganization under Chapter 11 of the Code proposes to pay the creditors of the Debtors from cash flow from business operations. Non-priority unsecured creditors holding allowed claims will receive pro rata distributions totaling $10,000 to the class. This Plan also provides for the payment of administrative and priority claims. Class 8 shall consist of the allowed unsecured claims not entitled to priority and not expressly included in the definition of any other class. The Plan provides a pool of $10,000 to be paid pro-rata to the claimholders in this class. There shall be three lump-sum payments (for a total disbursement of $10,000.00) paid pro-rata to the claimholders in this class as follows: * $2,000 to be paid on or before the first anniversary of the Effective Date; and * $3,000 to be paid on or before the second anniversary of the Effective Date * $5,000 to be paid on or before the third anniversary of the Effective Date. Class 9 consists of Equity Interests. This class shall consist of the membership interests in the Debtors. Pamela Calvert will retain a 100% membership interest in Calvert Health and Klein Calvert will retain a 100% membership interest in KRC. The Debtors will continue to operate to generate revenue to fund the Plan. In addition, the Debtors anticipate potential recoveries of certain post-petition payments made to Marlin Capital Solutions and Swift, among other potential Chapter 5 causes of action as additional efforts to fund certain distributions under the Plan. As partial payment towards the Allowed Secured Claim of Newtek, the Debtors shall market and sell certain vehicles that are not currently being used in their operations, and which serve as collateral securing the Newtek Allowed Secured Claim. The specific vehicles ready to be sold under the Plan, would yield aggregate net proceeds (after costs of sale and any associated taxes) of no less than $140,000.00. The sale of these vehicles shall occur no later than June 30, 2022, and all net proceeds from the sale of each of these vehicles shall be paid to Newtek and shall be applied to reduce the then outstanding principal balance of Newtek's Allowed Secured Claim. A full-text copy of the Plan of Reorganization dated Jan. 31, 2022, is available at https://bit.ly/3glFQy8 from PacerMonitor.com at no charge. Attorneys for the Debtors: Henry E. Hildebrand, IV, Esq. Gray Waldron Dunham Hildebrand, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: 615-933-5851 Fax: 615-777-3765 Email: ned@dhnashville.com About KR Calvert and Calvert Health KR Calvert Co., LLC and Calvert Health, LLC filed petitions for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 21-03905 and 21-03906) on Dec. 27, 2021. Klein Calvert and Pamela Calvert, members, signed the petitions. At the time of the filing, KR Calvert listed up to $50,000 in assets and up to $10 million in liabilities while Calvert Health listed as much as $10 million in both assets and liabilities. Judge Randal S. Mashburn oversees the cases. The Debtors tapped Henry E. Hildebrand, IV, Esq., at Dunham Hildebrand PLLC, as legal counsel. CAMDEN DIOCESE: Raises Chapter 11 Victim Trust Fund to $90 Million ------------------------------------------------------------------ Vince Sullivan of Law360 reports that the bankrupt Catholic Diocese of Camden updated its Chapter 11 plan late Wednesday, February 2, 2022, in New Jersey court, including a $90 million settlement trust for sexual abuse claims against the church to be funded by the diocese, its parishes and insurers that represents a nearly $40 million increase over the debtor's previous proposal. In its plan documents, the Diocese said it will contribute $50 million in cash to the trust along with $10 million from its local parishes, missions and parochial schools and another $30 million from its insurers in exchange for releases related to the more than 300 sex abuse claims. About The Diocese of Camden The Diocese of Camden, New Jersey is a non-profit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. It is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. Reverend Robert E. Hughes, vicar general and vice president, signed the petition. In the petition, the Debtor disclosed total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped McManimon, Scotland & Baumann, LLC, as its bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk LLC is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured trade creditors in the Debtor's Chapter 11 case. The committee is represented by Porzio, Bromberg & Newman, P.C. CARVANA CO: Subsidiary Hikes Line of Credit to $3 Billion --------------------------------------------------------- On Feb. 1, 2022, a subsidiary of Carvana Co., Ally Bank and Ally Financial Inc. amended the Second Amended and Restated Inventory Financing and Security Agreement to, among other things, bring in $1 billion of aggregate participation from Banco Santander S.A., New York Branch and Deutsche Bank AG, New York Branch and increase the line of credit to $3 billion through Sept. 22, 2022. About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is a holding company that was formed as a Delaware corporation on Nov. 29, 2016. Carvana is an e-commerce platform for buying and selling used cars. The Company owns and operates Carvana.com, which enables consumers to quickly and easily shop vehicles, finance, trade-in or sell their current vehicle to Carvana, sign contracts, and schedule as-soon-as-next-day delivery or pickup at one of Carvana's patented, automated Car Vending Machines. Carvana Co. reported a net loss of $462.22 million in 2020, a net loss of $364.64 million in 2019, and a net loss of $254.74 million in 2018. As of Sept. 30, 2021, the Company had $5.36 billion in total assets, $4.65 billion in total liabilities, and $708 million in total stockholders' equity. * * * As reported by the TCR on May 24, 2021, S&P Global Ratings revised its ratings outlook to positive from stable and affirmed its 'CCC+' issuer credit rating on online used-car retailer Carvana Co. "The positive outlook indicates that we could raise the ratings on Carvana if the company continues to make progress in leveraging its scale to improve margins such that it can achieve near breakeven EBITDA while maintaining sufficient liquidity to pay for its cash burn for at least 18 months," S&P said. CLEARDAY INC: Appoints Richard Levychin as Director --------------------------------------------------- Richard Levychin was appointed by the Board of Directors of Clearday, Inc. as a director and chair of the Company's Audit Committee to fill the vacancy resulting from Mr. Watson's resignation. Richard Levychin, CPA, CGMA, 62, is a managing partner in the Commercial Audit and Assurance practice of Galleros Robinson, Certified Public Accountants, LLP, a mid-sized CPA and Advisory firm with offices in New York, New Jersey, Florida, and the Philippines, 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 35 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 Chairperson 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. He has also served as a member of the Governing Council of the AICPA, which is the governing body that oversees and sets policies for the AICPA. Richard is a member and a former board member of the New York Chapter of the Entrepreneurs' Organization, 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, Mr. Levychin 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. He is a past winner of The Network Journal's prestigious "40 Under 40" award. Mr. Levychin is a graduate of Baruch College, where he received a Bachelors in Business Administration Degree (Accounting). The Company's Board has determined that Mr. Levychin is well suited to serve on the Company's Board and chair its Audit Committee due to his decades of experience as a member of a PCAOB certified independent registered accounting firms, including decades of expertise with SEC filings and public offerings. 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. COOK AND SONS: Special Counsel Not Entitled to Insurance Proceeds ----------------------------------------------------------------- As special counsel, attorney James Asher performed legal work related to a bankruptcy action beginning in 2003. He was paid for that work in 2007. Over a decade later, the debtors unexpectedly received a refund for overpaid insurance premiums, and Asher now seeks to recover 40% of that refund as an attorney fee. The bankruptcy court found that the tardy refund was unrelated to the scope of Asher's work as special counsel, so he was not entitled to any portion of the refund. The district court affirmed the bankruptcy court's decision. The United States Court of Appeals, Sixth Circuit, agrees and affirms. In 2003, Cook and Sons Mining, Inc. and Earnest Cook & Sons, Mining, Inc. filed voluntary chapter 11 bankruptcy petitions. The cases were consolidated, and the Debtors were represented by law firm Bunch & Brock during the bankruptcy proceedings. The Debtors also moved to appoint Asher as special counsel under Bankruptcy Code Section 327(e) on a contingent fee basis. The Employment Application explained that the Debtors sought to employ Asher for "special and specific purposes," including legal services rendered in the prosecution and collection of claims and/or causes of action against only the following entities with compensation to be paid to Asher on a contingency fee basis according to the terms and conditions set forth in the attached agreements, . . . regarding the filing of: (i) Underwriters Lloyd's at [sic] London regarding the collapse of the Debtors' silo and the damages resulting therefrom; and (ii) C S & W Insurance Services, Inc., National Casualty Company, Casualty & Surety, Inc. American Safety Risk Retention Group, Inc., James Godfrey or any other related party thereto regarding water damage claim. Two contingency fee agreements, executed by the Debtors and Asher, were attached to and filed with the Employment Application. The scope of each CFA was parallel to the scope of the language in the Employment Application: One CFA addressed damages related to the collapse of a coal silo and related insurance coverage provided by Lloyd's of London, and the second CFA addressed water damage and related insurance coverage provided by several entities. The bankruptcy court approved Asher's employment as special counsel in an order consistent with the Employment Application and the two CFAs. As special counsel, Asher filed suit against Lloyd's and CS&W Insurance Services in state circuit court. According to that complaint, CS&W Insurance told Earnest Cook & Sons Mining that a policy issued by Lloyd's was in place. But when a raw coal silo blew out and collapsed in 2003, Lloyd's denied coverage; the complaint alleged that coverage was denied because CS&W Insurance was negligent and breached its duty when placing the insurance. This litigation was successful: In 2007, the court found that the silo was covered by the Lloyd's policy. The matter eventually settled, and the Debtors received over a million dollars in that settlement. From this, Asher received $451,134.77 for his contingent fee and expenses. A few months later, the Final Report was filed in the chapter 11 proceeding, and the Debtors' bankruptcy case was closed on June 9, 2008. Over a decade later, Bunch & Brock moved to reopen the case because a representative of American International Group had notified the firm that AIG was holding "Return Premiums of approximately $367,472" which it would not turn over without a court order. The bankruptcy court reopened the case to administer those premiums. The AIG Refund evidently arose from insurance policies issued by AIG, which had provided workers compensation, automobile, and general liability coverage for the Debtors. Asher sought to recover 40% of the AIG Refund (totaling $146,988.73) based on his contingent fee arrangement with the Debtors. The Debtors did not oppose Asher's request for fees. But the bankruptcy court determined that Asher was not entitled to any portion of the AIG Refund, and it denied his application for fees. Asher appealed to the district court, which upheld the bankruptcy court's decision. He now appeals. At the outset, the Sixth Circuit notes the Debtors do not take a position on the merits of Asher's request. However, the bankruptcy court had a duty to independently review the fees sought and reduce them if they were noncompensable. The Sixth Circuit says it has jurisdiction to review the bankruptcy court's order under 28 U.S.C. Sections 158 and 1291, so it will review the attorney fee award despite the Debtors' decision not to challenge Asher's request. The Sixth Circuit also notes Section 327(e) limits the scope of a professional's work: an attorney retained under this section may only pursue claims related to the "specified special purpose," not for general management of the bankruptcy, the Sixth Circuit explains. Similarly, he may receive compensation only for services related to that specified special purpose. And he must seek court approval if the work goes beyond the special purpose. What, then, was the scope of Asher's work? The record shows his work was limited to pursuing claims associated with the coal silo collapse and related water damage. Begin with the CFAs, which are contracts governed by Kentucky law. Kentucky courts will enforce a contract "strictly according to its terms," and will assign a contract's terms their "ordinary meaning" in the absence of ambiguity. A contractual term is ambiguous only if it is reasonably susceptible to inconsistent interpretations, the Sixth Circuit says. The CFAs contain parallel clauses outlining the scope of work Asher was hired to do. The first contract, regarding the collapse of the silo, contains the following language: Clients hereby retain and employs [sic] [Asher] to represent Clients for Underwriters Lloyd's at [sic] London regarding the collapse of a silo and damages resulting therefrom and pursuit of, all applicable insurance proceeds, if any, and any and all other causes of action that [Asher] deems necessary (referred to as Claim). And the second contract, regarding the water-damage claim, contains the following language: Clients hereby retain and employs [sic] [Asher] to represent Clients against C S & W Insurance Services, Inc., National Casualty Company, Casualty & Surety Inc., American Safety Risk Retention Group, Inc., James Godfrey and any other related party thereto regarding water damage claim(s) and damages resulting therefrom, and pursuit of, all applicable insurance proceeds, if any, and any and all other causes of action that [Asher] deems necessary (referred to as Claim). Asher argues that "every issue" turns on the final clause in these sentences: he was authorized to pursue "any and all other causes of action" that he deemed necessary. Thus, under his interpretation, any recovery flowing from any action he took as special counsel is subject to the agreements' 40% attorney fee. When reading the "any and all" language in context, it is clear the CFAs do not allow this latitude, the Sixth Circuit points out. Instead, they show Asher was retained to pursue claims against Lloyd's regarding the silo collapse, and to pursue claims against CS&W and related entities regarding water damage. The "any and all" language is in the same sentence as this limiting language. While the "any and all" clause may be theoretically broad if read in isolation, when correctly read in context, it evidences an intent to give Asher latitude only to take "any and all" actions pertaining to the silo-collapse and water-damage claims, the Sixth Circuit explains. In other words, he had latitude to take actions necessary to pursue these specific claims, not to file literally any and all claims he wished. Indeed, the broad reading Asher requests would run counter of Section 327(e)'s special purpose requirement. If Asher could pursue "any and all" claims he wished, he could not have been employed under Section 327(e), the Sixth Circuit points out. Further, all record evidence supports the conclusion that Asher was limited to pursuing insurance claims related to the silo collapse and water damage. The Employment Application specifically sought to appoint him under Section 327(e) and its narrow, special purpose scope. It limits the scope of Asher's work "only" to the entities listed therein, a list that did not include AIG. And Asher's contemporaneous declaration confirms that he understood he was employed to pursue insurance litigation related to the silo collapse and the water damage. Accordingly, the bankruptcy court correctly concluded that the scope of Asher's representation was limited to pursuing the silo-collapse and water-damage claims, the Sixth Circuit holds. That leaves only one question: is the AIG Refund within the scope of Asher's employment as special counsel? The bankruptcy court found that the Debtors used AIG for workers compensation and related insurances, and there is no record evidence that AIG ever insured the silo or the water-damaged property. Nor is there evidence that Asher ever interacted with AIG during the state court litigation. The Sixth Circuit holds that it cannot disturb these findings of fact unless Asher shows them to be clearly erroneous, and he makes no such showing. While it is unclear why AIG issued such a tardy refund, the record does not demonstrate that it is related to the silo-collapse or water-damage claims. Consequently, the AIG Refund is outside the scope of Asher's employment, and the bankruptcy court correctly concluded that he cannot recover a preapproved attorney fee, the Sixth Circuit holds. For these reasons, Asher is not entitled to recover any portion of the AIG Refund. Accordingly, the Sixth Circuit affirms the district court's judgment upholding the bankruptcy court's order. A full-text copy of the opinion penned by Circuit Judge Griffin filed on January 28, 2022, is available at https://tinyurl.com/52ybvj7b from Leagle.com. The appeals case is In re: COOK AND SONS MINING, INC.; EARNEST COOK & SONS MINING, INC., Debtors. JAMES DILLON ASHER, Appellant, v. COOK AND SONS MINING, INC.; EARNEST COOK & SONS MINING, INC.; U.S. TRUSTEE; INTERNAL REVENUE SERVICE; LETCHER COUNTY, KENTUCKY; AMERICAN ELECTRIC POWER COMPANY, INC.; AIRGAS MID AMERICA; AMERICAN HYDRAULICS; CSX TRANSPORTATION, INC.; CUMBERLAND SURETY; DEERE CREDIT, INC; DENNIS WANYE FLEMING; DENNIS W. FLEMING, CPA; JOY MINING MACHINERY; COMMONWEALTH OF KENTUCKY REVENUE CABINET; LETCHER COUNTY SOLID WASTE; MINE MANAGEMENT CONSULT; MARLIN LEASING CORPORATION; METALCRAFT MINING EQUIPMENT, INC.; MINING MACHINERY SERVICES, LLC; MINING REPAIR SPECIALISTS; SECRETARY OF LABOR, MINE SAFETY AND HEALTH ADMINISTRATION; BREEDING HEAVY HAULERS; C & C CONSTRUCTION; CARQUEST OF WHITESBURG, KY; COLUMBIA NATURAL RESOURCES, INC.; SGS NORTH AMERICA, INC.; T&N ELECTRIC MOTOR EXCHANGE; XEROX CORPORATION; MOUNTAIN MINERALS; SANDRA COOK; KENTUCKY UTILITIES DAMAGES; KWVA ENERGY, INC.; LEE ADAM HEIRS; CARLA ISON; ELAINE CAUDILL; MARTIN COLLIER; ISON BROTHERS; CHARLES E. BANKS HEIRS; MILDRED BAKER; NEWBRIDGE SERVICES, INC.; LINDA FIELDS, JAMES HARRY FIELDS, deceased; LETCHER COUNTY COAL & IMPROVEMENT; AEP KENTUCKY COAL, LLC; LEE ETTA CUMMINGS; CAROLYN HENSLEY; SANTEE COOPER, Appellees, No. 21-5693 (6th Cir.). CORP GROUP BANKING: Saga Unsecureds to Recover 44.84% in Plan ------------------------------------------------------------- Corp Group Banking S.A. and its Debtor Affiliates submitted a First Amended Joint Plan of Liquidation and First Amended Disclosure Statement dated Jan. 31, 2022. On June 25, 2021, and June 29, 2021, the Debtors commenced chapter 11 cases in order to implement the transactions contemplated by the Plan. The Debtors' two primary creditor constituencies are Itaú and holders (the "Noteholders") of New York law 6.750% Notes due 2023 issued by CGB (the "CGB Unsecured Notes,"). Certain of the Noteholders have organized into an Ad Hoc Group of Noteholders (the "Ad Hoc Group"), and on July 20, 2021, the U.S. Trustee appointed an Official Committee of Unsecured Creditors (the "Committee") in these Chapter 11 Cases. On December 27, 2021, the Debtors and Itaú entered into the plan support letter (the "Plan Support Letter") that requires Itaú to support the Plan, subject to certain conditions and limitations. The Plan Transactions include the following: * On the Effective Date, a potential good faith compromise and settlement of Claims and controversies (the "SP Settlement") among any party to a SP Settlement against whom a Litigation Trust Claim has been asserted and settled, and such party's Related Parties (the "Settling Parties") and the Debtors may be implemented if (x) supported by the Debtors, the Settling Parties, the Committee and Itaú, or (y) approved by the Bankruptcy Court pursuant to an order granting the relief sought in one or more motions filed by the Debtors. * On the Effective Date, the Debtors' assets will be distributed to their respective creditors. * All Cash (the "Wind Down Cash") on hand at the Debtors as of the Effective Date, after funding an account for purposes of paying professional fees and other expenses incurred in connection with the Chapter 11 Cases, will be held in an interest-bearing account (the "Wind Down Account") retained by the Estates (the "Wind Down Estates") of each Debtor after the Effective Date of the Plan to fund the administration of the Wind Down Estates and make distributions on disputed claims (if any) and to Holders of certain Claims and Equity Interests under the Plan. * On or before the Effective Date, Corp Group Interhold SpA ("CG Interhold"), the parent company of Debtor CGB, will restructure its financial obligations to Itaú Unibanco S.A. and its Affiliates5 ("Itaú") through, as elected by CG Interhold in its sole discretion, (a) a consensual out-of-court restructuring of the funded debt of CG Interhold or (b) a prepackaged Chilean reorganization plan (Insolvency Reorganización Plan (Acuerdo de Reorganización Judicial o Simplificado) regulated under Chilean law); provided that Itaú's sole recovery in the CG Interhold Restructuring shall be the issuance of the CG Interhold Acknowledgements of Debt (the "CG Interhold Restructuring"). * To the extent not consummated prior to the Confirmation Date, the Debtors, Itaú, CG Interhold, Itaú Corpbanca and all other parties to the Colombia Agreements will use reasonable best efforts to consummate the previously-agreed to Colombia Transactions, pursuant to which Itaú Corpbanca will purchase the Debtors' and CG Interhold's minority interests in Itaú Corpbanca Colombia for an amount sufficient to discharge the Itaú Corpbanca Colombia Obligations in full. * On or before the Effective Date, Fondo de Inversion Privado Corp Life ("FIP Corp Life") will be dissolved under Chilean law and, in connection therewith, FIP Corp Life will automatically assign to CG Interhold the intercompany payable owed by CG Interhold to FIP Corp Life with a face amount of $61,030,508 as of October 31, 2021 (the "FIP Corp Life Intercompany Payable"). * On or before the Effective Date, a litigation trust (the "Litigation Trust") created pursuant to the Plan and the Litigation Trust Agreement shall be established for, among other things, the purpose of receiving all Causes of Action (the "Litigation Trust Claims"), which schedule may be amended from time to time by the Debtors on or prior to the Effective Date to remove settled Causes of Action, if any, and pursuing and receiving the proceeds of such Litigation Trust Claims for the benefit of Holders of Allowed CGB Unsecured Notes Claims and, Itau, with no objective to continue or engage in the conduct of a trade or business. All Intercompany Claims and Existing Equity Interests in the Debtors will be released and cancelled on the Effective Date for no consideration. Each of the Holders of Non-Recourse Secured Claims will receive at the option of such Holder, (x) the collateral securing its Allowed Non-Recourse Secured Claim or (y) 100% of the Equity Interests (the "NRSCL Equity Interests") in the Non-Recourse Secured Claim LiquidationCo that holds the collateral securing its Allowed Non-Recourse Secured Claim (rendering such Claims Unimpaired). Holders of Other Secured Claims and Other Priority Claims will be paid in full in Cash or receive such other treatment that renders such Claims Unimpaired. Class 6 consists of the Saga Itau Unsecured Claims. The Saga Itau Unsecured Claims are Allowed in an aggregate amount equal to the Second Petition Date Itau Chile Claim Amount. In full and final satisfaction, settlement and release of, and in exchange for the Saga Itaú Unsecured Claims, in lieu of Itau's receipt of a distribution on the Effective Date, the CG Interhold Restructuring will be consummated of the Plan. The allowed unsecured claims total $845,597,253.12. This Class will receive a distribution of 44.84% of their allowed claims. Class 6 is Impaired by the Plan. Class 7B consists of the CGB Unsecured Notes Claims. The CGB Unsecured Notes Claims are Allowed in an aggregate principal amount equal to $543,687,500. This Class will receive a distribution of 4.12% of their allowed claims. On the Effective Date, except to the extent that a Holder of CGB Unsecured Notes Claims agrees to less favorable treatment, in full and final satisfaction, settlement, and release of, and in exchange for the CGB Unsecured Notes Claims, each Holder thereof shall receive the following: * if such Holder is a QIB, its pro rata share of (x) (based on the Unsecured Claims Pool) (1) the CGB Unencumbered Shares (less any such shares sold or to be sold to fund the Estate Cash Expenses, the CGBUNT Fees and Expenses and the Litigation Trust Funding Amount), and (2) the Residual Wind Down Cash, (y) (based on the Settlement Pool) the Settlement Consideration and (z) distributions from the Litigation Trust in accordance with the Litigation Trust Agreement; and * if such Holder is a non-QIB, its pro rata share of (w) (based on the Unsecured Claims Pool) of the Residual Wind Down Cash, (x) (based on the CGB Unsecured Notes Claims held by Non QIBs) the Non-QIB Cash Distribution; (y) (based on the Settlement Pool) the Settlement Consideration and (z) distributions from the Litigation Trust in accordance with the Litigation Trust Agreement; provided, further, that the CGB Unsecured Notes Trustee shall be entitled to deduct consideration from the distributions to such Holders on a pro rata basis in order to pay itself the full amount of the CGBUNT Fees and Expenses. Class 7B is Impaired by the Plan. Class 8 consists of Allowed Convenience Claims. Each Holder of an Allowed Convenience Claim shall receive payment in Cash in an amount equal to 10% of such Allowed Convenience Claim; provided that the aggregate amount of Cash received by all Holders of Allowed Convenience Claims on account of their Convenience Claims shall not exceed $100,000. On the Effective Date, the Debtors and the Plan Administrator shall (a) establish the Wind Down Account and fund such account with the Wind Down Cash and (b) provide Itau and the Committee a reasonably detailed written estimate of the amount of Wind Down Cash and Residual Wind Down Cash. On or prior to the Effective Date, the Debtors, in consultation with the Committee and Itau, shall sell a sufficient number of CGB Unencumbered Shares to generate net Cash proceeds in an amount, together with Cash on hand at the Debtors, to fund Estate Cash Expenses. Such share sale shall be free and clear of any Liens and Claims. Counsel to the Debtors and Debtors in Possession: Michael H. Torkin, Esq. Kathrine A. McLendon, Esq. Nicholas E. Baker, Esq. Edward R. Linden, Esq. Jamie J. Fell, Esq. Simpson Thacher & Bartlett, LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 Email: michael.torkin@stblaw.com kmclendon@stblaw.com nbaker@stblaw.com edward.linden@stblaw.com jamie.fell@stblaw.com -and- Pauline K. Morgan, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: pmorgan@ycst.com About Corp Group Banking S.A. Corp Group Banking SA, a Chilean financial holding company controlled by billionaire Alvaro Saieh, and Inversiones CG Financial Chile Dos SpA filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-10969) on June 25, 2021. At the time of the filing, Corp Group Banking disclosed $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Simpson Thacher & Bartlett, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsel. Prime Clerk, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on July 20, 2021. The committee tapped Morgan, Lewis & Bockius, LLP as lead bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and NLD Abogados as special Chilean counsel. FTI Consulting, Inc. serves as the committee's financial advisor. DIOCESE OF CAMDEN: Offers Clergy Abuse Victims $90M Settlement -------------------------------------------------------------- The Diocese of Camden said that on February 2, 2022, it submitted to the United States Bankruptcy Court its Second Amended Disclosure Statement that outlines a plan of reorganization to distribute to survivors $90 million to resolve approximately 300 clergy sex abuse claims. As part of the Chapter 11 process, the Diocese engaged with all insurance companies who provided insurance coverage to obtain resources from them for the survivors. Following a 10-hour mediation on January 18, 2022, the insurers have agreed to contribute $30 million. Through this process, insurers agreed to contribute $30 million to the Dioceses plan of reorganization as part of the trust fund solely for survivors. Through much negotiation and analysis, the Diocese and parishes will contribute $60 million, composed of $30 million cash and $10 million on the plan's first, second, and third anniversary. While the contribution will be primarily diocesan funds, parishes will contribute to the overall amount. Jim Walsh of Cherry Hill Courier-Post notes that the $90 million plan for survivors of clergy sex abuse is well above the Diocese's original offer of $10 million as part of a bankruptcy action. Butm, according to the Courier-Post, the proposal was promptly rebuffed by a lawyer for a committee representing sex-abuse survivors. "The committee opposes this proposal," said Jeffrey Prol, a Roseland, Essex County, attorney. The two sides have clashed repeatedly over the amount of funds to be provided to sex-abuse survivors, with the committee alleging the diocese has undervalued its assets to reduce its exposure. It acknowledged the proposal "will cause concern in many parishioners due to its size. However, it is necessary." "While this settlement may cause the diocese some restriction, it ultimately allows parishes, schools and ministries within the diocese to continue their important work," the statement said. The diocese filed for Chapter 11 protection from creditors in October 2020, citing the financial burden of sex-abuse lawsuits and the pandemic. It initially offered $10 million to settle sex-abuse claims, an amount that rose to $53 million by October 2021. The diocese said its new plan includes $30 million from insurers, who agreed to the payment after a 10-hour mediation session last month. About The Diocese of Camden The Diocese of Camden, New Jersey is a non-profit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. It is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The diocese serves about 475,000 Catholics in six South Jersey counties. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. Reverend Robert E. Hughes, vicar general and vice president, signed the petition. In the petition, the Debtor disclosed total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped McManimon, Scotland & Baumann, LLC, as its bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk LLC is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured trade creditors in the Debtor's Chapter 11 case. The committee is represented by Porzio, Bromberg & Newman, P.C. DIOCESE OF NORWICH: Has Until April 15 to File Bankruptcy Plan -------------------------------------------------------------- Joe Wojtas of The Day reports that a federal bankruptcy court judge on Monday, Jan. 31, 2022, extended the deadline for the Diocese of Norwich to file its bankruptcy plan to April 15. The deadline had been Feb. 4, 2022. After the plan is filed, it will be sent to the creditors of the Roman Catholic diocese for approval by June 14, 2022. During that 60-day period, the committee that represents a large group of people, who say they were sexually assaulted by priests and employees affiliated with the diocese, will discuss the proposed plan with the diocese. All creditors of the diocese, including the victims of sexual assault, will vote whether to accept the plan. Eric Henzy, one of the attorneys who represents the creditors' committee, said Wednesday that it will not be known how many victims have filed claims with the diocese until March 15, 2022, the deadline for doing so. That number could reach 100 or more. The diocese filed for Chapter 11 bankruptcy in July as it faced more than 60 lawsuits filed by men who say they were sexually assaulted as boys by Christian Brothers and other staff at the diocese-run Mount Saint John Academy, a school for troubled boys, in Deep River from 1990 to 2002. Since then additional people, whose sexual assault allegations involved not only the school but diocesan churches, have filed claims in the bankruptcy case. New London attorney Kelly Reardon, whose firm has secured settlements in the past for victims of sexual assault by diocesan priests, said Wednesday that 20 of her firm's clients have filed claims in the bankruptcy case. The bankruptcy process, which freezes lawsuits against the diocese, will determine the assets of the diocese and how much each victim will receive in damages. The 51 parishes in the diocese are now looking to join the diocese in seeking bankruptcy protection from sexual abuse claims and will have to contribute funds to the settlement. This would leave victims unable to sue the parishes in the future. About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP as bankruptcy counsel and Robinson & Cole, LLP as Connecticut counsel. Epiq Corporate Restructuring, LLC, is the claims and noticing agent. On July 29, 2021, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in this Chapter 11 case. The committee tapped Zeisler & Zeisler, PC as its legal counsel. EASTSIDE DISTILLING: Paul Block Quits as Chairman, CEO ------------------------------------------------------ Paul Block, the chief executive officer and chairman of the Board, resigned from his positions with Eastside Distilling, Inc. on February 1. The Company has named Geoffrey Gwin as the interim CEO, and Elizabeth Levy-Navarro as the chairman of the Board. In addition, the Company announced the appointment of Amy Lancer to the position of chief commercial officer of Spirits. "We thank Paul for the passion and commitment he has brought to Eastside Distilling," said Elizabeth Levy-Navarro, chairman of Eastside Distilling, Inc. "We are moving ahead, supporting the executive team during a transformational year for the company. The team made great strides in transforming the Company over the past year and we expect more progress this year." Geoffrey Gwin continued, "I am excited to be working with seasoned spirits executives such as Amy Lancer and congratulate her on her new role." Amy Lancer joined the company last year as vice president of Financial Planning and Analysis and brings over two decades of experience, having worked for Heineken, Bacardi, Diageo-Guinness, and Pernod Ricard USA. 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. ESSA PHARMA: Incurs $9.1 Million Net Loss in First Quarter ---------------------------------------------------------- ESSA Pharma Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and comprehensive loss of $9.10 million for the three months ended Dec. 31, 2021, compared to a net loss and comprehensive loss of $6.53 million for the same period during the prior year. As of Dec. 31, 2021, the Company had $191.49 million in total assets, $3.95 million in total liabilities, and $187.54 million in shareholders' equity. ESSA is a clinical stage company and does not currently generate revenue. As of Dec. 31, 2021, the Company has working capital of $187,291,085 (Sept. 30, 2021 - $193,668,414). Operational activities during the three months ended Dec. 31, 2021 were financed mainly by proceeds from the financings completed in July 2020 and February 2021. At Dec. 31, 2021, the Company had available cash reserves and short-term investments of $189,199,287 (Sept. 30, 2021 - $194,927,183) to settle current liabilities of $3,657,770 (Sept. 30, 2021 - $3,929,663). At Dec. 31, 2021, the Company believed that it had sufficient capital to satisfy its obligations as they became due and execute its planned expenditures for more than twelve months. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001633932/000155837022000740/tmb-20211231x10q.htm About Essa Vancouver, BC-based Essa Pharma, Inc. -- www.essapharma.com -- is a clinical stage pharmaceutical company, focused on developing novel and proprietary therapies for the treatment of prostate cancer in patients whose disease is progressing despite treatment with current standard of care therapies, including second-generation anti-androgen drugs such as abiraterone, enzalutamide, apalutamide, and darolutamide. ESSA Pharma reported a loss and comprehensive loss of $36.81 million for the year ended Sept. 30, 2021, compared to a loss and comprehensive loss of $23.45 million for the year ended Sept. 30, 2020, and a net loss and comprehensive loss of $12.75 million for the year ended Sept. 30, 2019. As of Sept. 30, 2021, the Company had $198.17 million in total assets, $4.16 million in total liabilities, and $194 million in total shareholders' equity. EVOKE PHARMA: Extends Eversana Services Agreement to 2026 --------------------------------------------------------- Evoke Pharma, Inc. and Eversana Life Science Services, LLC amended their commercial services agreement dated Jan. 21, 2020, to extend the term of the agreement from June 19, 2025 (five years from the date the Food & Drug Administration approved the Gimoti new drug application) to Dec. 31, 2026. The amendment also increases the percentage of net product profit retained by Evoke Pharma and increases the proportion of costs that are reimbursed to Eversana to the extent Eversana has accumulated unreimbursed costs. Further, the amendment revised the termination provision upon a change of control of Evoke Pharma such that, in the event that the company initiates such termination, the company will pay a one-time payment equal to all Eversana's unreimbursed costs plus a portion of Eversana's commercialization costs incurred in the 12 months prior to termination. 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. EXPRESS GRAINS: Court OKs Bid to Employ CR3 Partners ---------------------------------------------------- Judge Selene D. Maddox of the United States Bankruptcy Court for the Northern District of Mississippi approved the amended application for final employment of CR3 Partners, LLC, in part, and denied the motion for appointment of a Chapter 11 trustee for Express Grain Terminals, LLC, filed by three attorneys representing multiple farmers and farming entities. The Farm Group objected to the original Application to Employ. Southern AgCredit, ACA, Bank of Commerce and First South Farm Credit, ACA, and the the Mississippi Department of Agriculture and Commerce joined in the Objection. A Response was filed by three other attorneys who represent several farmers and farming entities, joined by 446 Farms, LLC, other farmers and farming entities. The Production Lenders were joined by Staple Cotton Discount Corporation. The Amended Application to Employ was objected to by the farm groups, the MS Department of Ag, the Production Lenders, and the United States Trustee. As to the Motion to Appoint a Chapter 11 Trustee, objections were filed by StoneX Commodity Solutions LLC f/k/a FC Stone Merchant Services, LLC, Macquarie Commodities (USA) Inc., and UMB Bank, N.A. While there has been some debate between the parties concerning the most appropriate Bankruptcy Code provision for the Court to allow CR3's employment (if at all), the Court finds sufficient legal justification to approve CR3's final employment under Sections 105(a) and 363(b). Section 105(a) allows courts to enter any order that is necessary or appropriate to carry out provisions of the Bankruptcy Code. Section 363(b) provides, in relevant part, that after notice and a hearing, the trustee (or debtor-in-possession) may "use, sell, or lease, other than in the ordinary course of business, property of the estate." On its face, Section 363(b) does not specifically address the employment of professionals, but rather the use of estate property. Nevertheless, bankruptcy courts have found that professional employment under Section 363(b) is permissible. The basis for allowing professionals to be employed under Section 363(b) is that a debtor-in-possession has broad discretion to use estate property when such use represents a reasonable business judgment on the part of the debtor. Judge Maddox says that as the Production Lenders correctly point out, many of the cases cited by Express Grain in its Application to Employ do not concern the employment of professionals that were not somehow involved with or employed by a debtor prepetition. The Court recognizes that Sections 105(a) and 363(b) are commonly used when the disinterestedness requirement of Section 327(a) may prohibit employment of professionals who were employed prepetition in an advisory capacity or as an officer of a debtor. Nevertheless, the Production Lenders fail to consider the arguments and allegations made by the various farmers and farming entities that the hiring process involved some prepetition collusion with the Debtor's secured Creditors, the Debtor, and possibly CR3. The Court must weigh those allegations against CRO Dennis Gerrard's testimony that the hiring or selection process (to his knowledge) was fair. To alleviate any possible issues with CR3's disinterestedness or continued allegations questioning Express Grain's motives for seeking to employ CR3 as its restructuring firm (and Gerrard as its CRO), the Court believes that retention of CR3 and the CRO under Sections 105(a) and 363(b) is appropriate in this bankruptcy case. Judge Maddox also notes that the Court is certainly aware of a more recent opinion where a bankruptcy court decided differently in the context of employment of a financial advisor. In In re McDermott International, Inc., 614 B.R. 244 (Bankr. S.D. Tex. 2020). The United States Trustee filed an objection to the applications, arguing that the applications should be approved under Sections 105(a) and 363(b) because the CTO provided consulting services prepetition, and therefore, the two entities in which he was affiliated did not meet the disinterested requirement. The court primarily focused on whether the CTO's lack of disinterestedness is per se imputed to the two entities, and the court found the following: (1) under Sections 101(14) and (41), no per se rule existed, (2) the J. Alix Protocol is unnecessary based on its practical implementation, and (3) the applications would be approved under Section 327(a). The court, however, maintained its discretion to address an inevitable "unusual" case. While this Court may agree with most of the findings in McDermott, the Court believes this case may very well fall into the "unusual" category. While Gerrard and CR3 did not provide any services to Express Grain prepetition and imputed disinterestedness is not at issue before this Court, the farmers continue to allege impropriety between Express Grain, its secured creditors, and CR3 in the selection and hiring process. The Court must weigh these allegations made by the farmers and farming entities with Gerrard's testimony and information contained in Express Grain's Amended Application to Employ and accompanying documents. Out of precaution, the Court finds that employment under Sections 105(a) and 363(b) is more appropriate, especially considering Express Grain has agreed to follow all UST protocols and disclosure requirements of Bankruptcy Rule 2014. Further, if CR3 and its personnel wish to continue to be employed by the bankruptcy estate, they must adhere to the employment requirements that are imposed in this Memorandum Opinion and Order. Concerning the fees and expenses incurred by professionals who have been hired under Section 363(b), Judge Maddox holds that Express Grain is correct in that courts have allowed those fees and expenses to be treated as an administrative expense incurred by a debtor in the normal course of business. While the fees and expenses may be treated as administrative expenses in the normal course, the Court is requiring Express Grain to file an application for approval of fees and expenses under Sections 330 and 331 before such fees and expenses may be awarded to any professional in this bankruptcy case. After considering the testimony presented at the hearing, the Court believes Express Grain has shown a legitimate business justification for the final employment of CR3 and its personnel, including Gerrard as CRO. Not one party presented any evidence that suggests CR3, and its personnel, are unqualified to serve in their respective roles. Despite arguments suggesting that Express Grain cannot afford to sustain the proposed compensation rates for CR3 and its personnel, the Court finds that the proposed compensation for CR3's employees, which includes weekly caps for Gerrard and at least two other professionals, is fair and reasonable. In addition, Gerrard testified that since his arrival on site in October of 2021, he has worked to improve Express Grain's manufacturing operation, which includes reducing overhead and expenses and providing stability to its employees. Tammy Pearson, Express Grain's comptroller, also testified that CR3 and its personnel have produced positive results relating to the management and structure since their arrival. Based on the arguments presented through the parties' pleadings and evidence presented at the hearing on November 30, 2021, the Court does not see a viable alternative other than Express Grain's continued operation at this time. CR3 and its personnel give the Debtor the best chance to restructure its affairs and reorganize under the Bankruptcy Code. Even if an asset sale is Express Grain's fate, CR3 will help maintain and/or maximize the value of the bankruptcy estate for the benefit of all Creditors. Further, subject to the final employment conditions laid out in this Memorandum Opinion and Order, and as provided in the Amended Application to Employ and CR3's amended engagement letter, the scope of the CRO's duties and powers is appropriate and not prohibited by the Bankruptcy Code. The Court cannot find any authority which might suggest that allowing the CRO ultimate operational and managerial authority conflicts with Section 1104. The CRO, and the Debtor for that matter, are ultimately accountable to this Court. If Express Grain's board of directors or any other interested party has concerns about the Debtor's business operation based on decisions made by the CRO, the Court has and will continue to make itself available to address those concerns. Cha1pter 11 Trustee Not Warranted The Court believes the appointment of a trustee is not warranted or necessary in this bankruptcy case at this time. To begin, proponents for the appointment of a chapter 11 trustee have not sufficiently proven fraud or gross mismanagement of Express Grain's affairs under CR3's management. The Farm Group does argue Express Grain issued two checks postpetition that bounced. But there is no evidence that those checks were issued under the direction and management of CR3 and the CRO. To the contrary, evidence presented to this Court indicate that those two checks were issued before CR3 and Gerrard arrived on site. Judge Maddox finds that UMB aptly cites In re The 1031 Tax Group LLC, 374 B.R. 78 (Bankr. S.D.N.Y. 2007) in its objection. In that case, the United States Trustee moved for the appointment of a trustee based on actions of the debtor's principal which occurred prepetition. After the filing of the bankruptcy case, the debtor hired a CRO, who took over operational and managerial control. The Court held that cause did not exist to appoint a trustee despite allegations of fraud and other misconduct on the part of prior management. The Court reasoned that if current management is free from the "taint" of prior management, gross mismanagement on the part of prior management does not necessarily provide grounds for appointment of a trustee. The Court agrees with the Debtor and other objecting parties, that most, if not all, of the allegations of fraud, dishonesty, or gross mismanagement against Express Grain concern the actions of prior management. The Farm Group and other parties have not produced any evidence that CR3 or any of its personnel have a connection to allegations against John Coleman (the Debtor's President) or any actions taken by him which may have led to the filing of this bankruptcy case. As such, at least as to cause under Section 1104(a)(1), the Farm Group and others have not met their high burden for the appointment of a trustee in this bankruptcy case, Judge Maddox holds. The judge notes that, along the same lines, no party has shown to the Court how appointing a chapter 11 trustee at this stage in the bankruptcy case is in the best interest of the bankruptcy estate or its Creditors. Despite arguments to the contrary, the Court is at a loss as to how a chapter 11 trustee would reduce administrative expenses to the bankruptcy estate. A trustee would need to "catch up" on all Express Grain's operations and financials, which is, to say the least, a complex manufacturing operation. As Gerrard testified at the hearing, a trustee would likely bring in his or her own operating professionals, including accountants and attorneys. Those professionals would likely duplicate much of the work already performed by CR3 and its personnel. Put simply, a chapter 11 trustee would only disrupt Express Grain's manufacturing operation and cause more unnecessary expense to the detriment of all Creditors. After considering Express Grain's trustworthiness under the management and control of CR3, the Court has not been presented with any evidence that suggests that a trustee would lower the cost and provide any additional benefit to the bankruptcy estate other than what services CR3 is currently providing. The Court is also satisfied with the evidence presented regarding the work performed and services provided by CR3 and the CRO to Express Grain. The CRO is providing a daily dashboard containing financial information and cash flow projections to keep all parties abreast of Express Grain's operation. While some parties advocate that Express Grain should not be operating at all, the Court disagrees. No party has put forward any evidence of an alternative to best optimize the assets of this bankruptcy estate if Express Grain were to cease operation. The Farm Group's own witness, Lance Mohamed, a certified public accountant, provided his financial analysis and conclusions to this Court, which indicated that some weeks Express Grain would be more profitable selling the raw grain, while other weeks it would not. Further, based on CR3's final employment terms as approved by this Court, the CRO's expanded role in the Debtor's operation helps ensure that the manufacturing process continues uninterrupted and, if an eventual sale is in the forecast, helps maximize the Debtor's value. The Court says the failure to immediately implement Section 557(i) is also not grounds to appoint a trustee, as the timing for implementation of this Bankruptcy Code section is within the Court's discretion under the Section 557 procedures. The Court finds that implementation of Section 557(i) is premature at this stage in the Section 557 procedures. A full-text copy of the Memorandum Opinion and Order dated January 25, 2022, is available at https://tinyurl.com/yvatdn8j from Leagle.com. About Express Grains Terminals Greenwood, Mississippi-based Express Grain Terminals, LLC, produces soy products such as oil and biodiesel. Express Grains Terminals sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 21- 11832) on Sept. 29, 2021. In the petition signed by John Coleman as member, Express Grains Terminals estimated assets of between $10 million and $50 million and estimated liabilities of between $50 million and $100 million. Judge Selene D. Maddox oversees the case. The Law Offices of Craig M. Geno, PLLC, is the Debtor's counsel. UMB Bank, N.A., as lender, is represented by Spencer Fane LLP. FROZEN FOODS: Unsecureds Will Get 10% of Claims in 5 Years ---------------------------------------------------------- Frozen Foods Partners, LLC, d/b/a Gourmet Express, LLC, d/b/a Gourmet Express, filed with the U.S. Bankruptcy Court for the Southern District of New York a Plan of Reorganization for Small Business under Subchapter V dated Jan. 31, 2022. The Debtor is a Delaware limited liability company, which was established in 2015. The Debtor is a consumer food products company engaged in the production, distribution and marketing of frozen skillet meals under multiple consumer brands. The Debtor's Chapter 11 filing was precipitated by its accounts receivable factor, Summar Financial, LLC, withholding payments to the Debtor. After the Debtor's sales significantly dropped in the first half of 2021, the Debtor began experiencing cash flow challenges. With the breathing spell and powers and protections afforded by and under the Bankruptcy Code, the Debtor elected to file this Chapter 11 case, on November 1, 2021 in order to reorganize its financial affairs and propose this Plan to make distributions to creditors. The Plan proposes to pay creditors of the Debtor from funds generated by the Debtor's operations as a going concern. The Plan provides for the full payment of administrative, secured and priority claims in accordance with the Bankruptcy Code. General unsecured creditors holding Allowed Claims will receive distributions in accordance with the Debtor's projected disposable income which the Debtor has valued at approximately 10%, over a period of 5 years. The actual distribution(s) percentage to general unsecured creditors will depend upon the total final Allowed general unsecured claims. The Plan will treat claims as follows: * Class 3 consists of the Allowed Secured Claims of Insiders. Each holder of an Allowed Class 3 Claim will be paid in full in equal installments over 20 calendar quarters, to the extent of the value of the subject holder's collateral, and in accordance with the lien priorities under the Bankruptcy Code and applicable nonbankruptcy law, after payment in full of the Allowed Class 1 Claims and Allowed Class 2 Claims, except as otherwise agreed. * Class 4 consists of the Allowed Secured Claim of GB. Upon the Effective Date of the Plan, in full satisfaction of the Allowed Secured Claim, the Allowed Secured Claim will be paid in full in equal installments over 20 calendar quarters, to the extent of the value of the subject holder’s collateral, except as otherwise agreed. * Class 5 consists of the Allowed Secured Claim of Seafrigo. The Allowed Secured Claim will be paid in full in equal installments over 20 calendar quarters, to the extent of the value of the subject holder's collateral, and in accordance with the lien priorities under the Bankruptcy Code and applicable non-bankruptcy law, except as otherwise agreed. The Debtor, Seafrigo and Iron Horse are presently negotiating a potential agreement regarding an expedited paydown and/or payoff of Seafrigo's Class 5 claim via a sale of the inventory stored at Seafrigo's warehouse. * Class 6 consists of the Allowed Priority (Non-Tax) Claims. Upon the Effective Date of the Plan, in full satisfaction of its Allowed Priority Claim, each holder of an Allowed Priority Claim will be paid in full in equal installments, with interest at the rate of 1%, over 20 calendar quarters, except as otherwise agreed. * Class 7 consists of the Allowed General Unsecured Claims in the total amount of $5,893,825. Upon the Effective Date of the Plan, in full satisfaction of its Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim will receive a Pro Rata Distribution, over 20 calendar quarters, of the Debtor's projected disposable income (approximately the sum of 10%), except as otherwise agreed. Class 7 Claims are impaired. * Class 8 consists of Interest Holder. Upon the Effective Date of the Plan, the holder of the Interests of the Debtor shall retain such Interests. Class 8 Interests are unimpaired, and therefore holders of Class 8 are deemed to have voted to accept the Plan. The distributions that are to be made on and after the Effective Date under this Plan shall be funded from the ongoing operations of the Debtor. In the event the Court approves this Plan as a consensual Plan, then the Reorganized Debtor shall be the Disbursing Agent responsible for making any and all post Confirmation payments that are required under the Plan. In the event the Court approves this Plan by cramdown, the Debtor requests Court approval for the Debtor to serve as the Disbursing Agent for distributions under the Plan. A full-text copy of the Plan of Reorganization dated Jan. 31, 2022, is available at https://bit.ly/3L4sLY4 from PacerMonitor.com at no charge. Counsel to the Debtor: Adam P. Wofse, Esq., Lamonica Herbst and Maniscalco, LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Telephone: (516) 826-6500 Email: awofse@lhmlawfirm.com About Frozen Foods Partners Frozen Foods Partners, LLC, a New York-based wholesaler of grocery and related products, filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-11897) on Nov. 1, 2021, listing as much as $10 million in both assets and liabilities. Jeffrey Lichtenstein, chief executive officer, signed the petition. Judge Martin Glenn oversees the case. Adam P. Wofse, Esq., at LaMonica Herbst and Maniscalco, LLP, is the Debtor's legal counsel. FULL HOUSE: Completes Consent Solicitation for 8.250% Senior Notes ------------------------------------------------------------------ Full House Resorts, Inc. has successfully concluded its previously announced solicitation of consents to amend the Indenture dated as of Feb. 12, 2021 (as amended or supplemented through Feb. 1, 2022 governing Full House's 8.250% Senior Secured Notes due 2028 (CUSIP Nos. 359678 AC3 and U3232F AB3) to allow for the incurrence of up to $100.0 million of additional Notes: (i) to develop, equip and open The Temporary by American Place, the Company's planned temporary casino in Waukegan, Illinois which the Company intends to operate while it designs and constructs its permanent American Place facility, (ii) to pay the transaction fees and expenses of the offer and sale of the Additional Notes and (iii) for general corporate purposes. The Consents will also permit the Company to increase the available borrowings under its credit agreement from $15.0 million to $40.0 million. The aggregate outstanding principal amount of the Notes, prior to the issuance of the Additional Notes, is $310.0 million. The Solicitation expired at 5:00 p.m., New York City time, on Feb. 1, 2022. Consents were received from a majority of holders of the Notes. Full House will pay a cash payment of $10.00 per $1,000 principal amount of Notes with respect to which a valid Consent to the Amendments was delivered (and not validly revoked) prior to the Expiration Time. The Consent Fee will only be payable if all conditions to the Solicitation have been satisfied or waived and will be paid substantially concurrently with the issue date of the Additional Notes. About Full House Resorts Inc. Headquartered in Las Vegas, Nevada, Full House Resorts -- www.fullhouseresorts.com -- owns, leases, develops and operates gaming facilities throughout the country. The Company's properties include Silver Slipper Casino and Hotel in Hancock County, Mississippi; Bronco Billy's Casino and Hotel in Cripple Creek, Colorado; Rising Star Casino Resort in Rising Sun, Indiana; and Stockman's Casino in Fallon, Nevada. The Company also operates the Grand Lodge Casino at the Hyatt Regency Lake Tahoe Resort, Spa and Casino in Incline Village, Nevada under a lease agreement with the Hyatt organization. The Company is currently constructing a new luxury hotel and casino in Cripple Creek, Colorado, adjacent to its existing Bronco Billy's property. Full House reported net income of $147,000 for the year ended Dec. 31, 2020, compared to a net loss of $5.82 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $470.09 million in total assets, $362.77 million in total liabilities, and $107.32 million in stockholders' equity. * * * As reported by the TCR on Feb. 9, 2021, Moody's Investors Service assigned a Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating to Full House Resorts Inc. (FHR). The Caa1 CFR reflects the long, approximately 24 months, Bronco Billy's construction period, uncertainty related to the level of visitation and earnings at the redesigned property, FHR's modest scale, and exposure to cyclical discretionary consumer spending. GARDA WORLD: Moody's Affirms B3 CFR, Rates New $700MM Term Loan B2 ------------------------------------------------------------------ Moody's Investors Service has downgraded the senior secured ratings of Garda World Security Corporation's to B2 from B1 and assigned a B2 rating to the proposed $700 million senior secured term loan B (TLB) due 2029. At the same time, Moody's has affirmed Garda's B3 corporate family rating, B3-PD probability of default rating and the Caa2 rating on the senior unsecured notes due 2027 and 2029. The rating outlook remains stable. The proposed $700 million TLB will be used to fund the $675 million acquisition of Tidel Engineering (Tidel), a leading cash automation solutions provider in North America. "Garda's acquisition of Tidel strengthens its business profile while leverage is largely unaffected. However, the secured debt has become a bigger part of Garda's total debt, causing a downgrade in that rating." says Dion Bate, a Moody's Vice President and lead analyst. The following ratings are affected by the action: Assignments: Issuer: Garda World Security Corporation Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Affirmations: Issuer: Garda World Security Corporation Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD5) Downgrades: Issuer: Garda World Security Corporation Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured Regular Bond/Debenture, Downgraded to B2 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: Garda World Security Corporation Outlook, Remains Stable RATINGS RATIONALE Garda's B3 CFR is constrained by: (1) its debt-financed acquisition strategy and associated integration risks; (2) expected leverage of 6.5x-7.5x; (3) negative Moody's adjusted free cash flow generation; (4) limited organic growth prospects in its cash services business and low to moderate single digit growth in the protective services business; and (5) some geopolitical and reputational risks stemming from protective services contracts in the Middle East and Africa. The company benefits from: (1) strong market positions in both of its segments, which provide competitive advantages in winning contracts; (2) stable businesses with high contract renewal rates and recurring revenue; (3) track record of integrating tuck-in acquisitions; (4) good customer and geographic diversity; and (5) good liquidity. The Tidal transaction is expected to increase Garda's pro forma gross debt / EBITDA (as adjusted by Moody's) to around 7.0x from 6.8x, based on the last 12 months to October 31, 2021 (LTM Q3 2022, including the $350 million TLB issued in November 2021, proposed $700 million TLB and expected 12-month EBITDA contributions from announced tuck-in acquisitions during 2021). Moody's expects leverage to be maintained in the 6.5x-7.5x range over the next 12 to 18 months. Moody's views the acquisition of Tidel positively because it will enable Garda to offer end-to-end proprietary service and product offerings capable of outsourcing its clients' entire cash ecosystem. Furthermore, Tidel's well-known brand, leading market position in the US and a large underpenetrated cash management market at retailers, will provide strong growth opportunities both in the US and offshore. Garda will also benefit from Tidel's strong free cash flow generation given its higher EBITDA margins of around 35% (compared to Garda's Moody's adjusted EBITDA margin of 14% as of LTM Q3 2022) and asset light business model. The downgrade on the senior secured instruments to B2 reflects the increased proportion of secured debt in the liability waterfall to 71% from 65%, which reduces the loss absorption capacity provided by the senior unsecured debt. The senior secured debt is rated B2, one notch above the CFR due to the senior debt's first priority position, while the Caa2 rating on the senior unsecured notes is two notches below the CFR due to the notes' junior position in the capital structure. The stable outlook reflects Moody's expectation that the leverage will be sustained between 6.5x and 7.5x over the next 12 to 18 months as management balances its growing cash flow generation against debt funded acquisitions. Garda has good liquidity. Sources are around C$780 million (pro forma for the Tidel acquisition and related TLB) compared to mandatory debt repayments of about C$27 million for the 4 quarters to October 31, 2022. Garda's liquidity is supported by: (1) around C$335 million of pro forma cash; (2) Moody's expected free cash flow of around C$100 million for the four quarters; and (3) C$344 million available on its $335 million (C$419 million) revolving credit facility (RCF), due in October 2024. The RCF is subject to a springing covenant for net first lien leverage and Moody's expect sufficient cushion the next 4 quarters. Garda has limited ability to generate liquidity from asset sales, and does not have refinancing risk until October 2024 when the RCF expires and in 2026 when the TLB comes due. Garda's exposure to social risks is moderate due to its operations in the Middle East and Africa where it is performing protective security services in elevated risk areas for high profile clients such as western governments and embassies. As a significant portion of the contracts are with government entities, Garda is exposed to potential reputational risk for security incidents which could lead to a decrease in security services contracts. Governance considerations include the private-equity ownership and the potential for an aggressive capital structure in comparison to public corporations. Moody's also considered Garda's track record of debt-financed acquisitions which could lead to elevated leverage on a sustained basis. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of Garda's CFR to B2 would be considered if Garda maintains good liquidity and sustains adjusted Debt/EBITDA below 6.0x (6.8x LTM Q3 2022) and EBITA/Interest above 2x (1.3x LTM Q3 2022). The rating could be downgraded to Caa1 if liquidity worsens, possibly due to negative free cash flow generation on a consistent basis or if adjusted Debt/EBITDA was sustained toward 8.0x and EBITA/Interest below 1x. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Garda World Security Corporation, headquartered in Montreal, Quebec, is a provider of cash services in North America (including armored cars), protective services in Canada and US (including airport pre-board screening at 28 of Canada's airports) and international protective services in the Middle East and Africa. Revenue for the twelve months ended October 31, 2021 totaled C$4 billion. GBT TECHNOLOGIES: Buys 10K Touchpoint Preferred Shares for $125K ---------------------------------------------------------------- GBT Technologies Inc. entered into a stock purchase agreement with Marko Radisic, as seller, and Touchpoint Group Holdings, Inc. pursuant to which it acquired 10,000 shares of Series A convertible preferred stock in consideration of $125,000. The Touchpoint preferred shares are convertible into 10,000,000 shares of common stock of Touchpoint and cannot be diluted regardless of any future corporate action by Touchpoint. Accordingly, the preferred shares will always be convertible into 10,000,000 shares of common stock of Touchpoint as if no corporate action has occurred. About GBT Headquartered in Santa Monica, CA, GBT Technologies, Inc. is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent human body vitals device, asset-tracking IoT, and wireless mesh networks. The Company derived revenues from the provision of IT services. The Company is seeking to generate revenue from the licensing of its technology. GBT Technologies reported a net loss of $17.99 for the year ended Dec. 31, 2020, compared to a net loss of $186.51 for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $2.96 million in total assets, $31.87 million in total liabilities, and a stockholders' deficit of $28.91 million. Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. GLOBAL BRANDS: Judge to Sign Off on Liquidation Plan ---------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge Thursday, Feb. 3, 2022, told retail wholesaler Global Brands Group that he would sign off on its Chapter 11 liquidation plan after being told it had reached a deal with creditors on how to distribute the cash raised by the sale of its apparel brands. Counsel for GBG USA told U.S. Bankruptcy Judge Michael Wiles that there was "overwhelming" creditor support for the plan, under which first-lien creditors will claim the sale proceeds and fund litigation that may provide returns for the remaining creditors. About Global Brands Group Global Brands Group Holding Limited is a branded apparel and footwear company. It designs, develops, markets and sells products under a diverse array of owned and licensed brands. GBG USA, Inc. is a company incorporated under the laws of Delaware and is an indirect wholly-owned subsidiary of Global Brands Group Holding Limited (SEHK Stock Code: 787). It is primarily engaged in operating the wholesale and direct-to-consumer footwear and apparel business in North America. The Group's European wholesale business operates under legal entities entirely separate and independent from the wholesale business in North America. The Group's global brand management business operates on a different business model and is distinctly separate from the wholesale businesses in North America and Europe. On Sept. 10, 2021 (Bermuda time), the Global Brands Group filed in the Supreme Court of Bermuda an application ("PL Application") for the appointment of John C. McKenna of Finance & Risk Services Ltd. as provisional liquidator of the Company (the "PL") on a "limited powers" basis for restructuring purposes only. GBG USA and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its petition, GBG listed between $1 billion and $10 billion in both assets and liabilities. The cases are handled by Judge Michael E. Wiles. In the U.S. cases, the Debtors tapped Willkie Farr & Gallagher LLP as legal counsel, Ankura Consulting Group LLC as financial advisor, and Ducera Partners LLC as investment banker. Alan M. Jacobs, president of AMJ Advisors LLC, serves as the Debtor's chief strategy officer. Prime Clerk, LLC, is the claims and noticing agent and administrative advisor. Moses & Singer, LLP serves as legal counsel to the first lien admin agent, first lien collateral agent and second lien collateral agent. The pre-bankruptcy first lien lenders are represented by Linklaters, LLP while ReStore Capital, LLC, as DIP administrative and collateral agent, is represented by Dechert LLP. The Official Committee of Unsecured Creditors tapped Stroock & Stroock & Lavan, LLP and FTI Consulting, Inc., as the committee's legal counsel and financial advisor, respectively. GOTO GROUP: Fitch Affirms 'B' LT IDR, Outlook Stable ---------------------------------------------------- Fitch Ratings has affirmed GoTo Group, Inc.'s (GoTo Group, fka LogMeIn, Inc.) Long-Term Issuer Default Rating (IDR) at 'B' and its first lien debt at 'BB-'/'RR2'. Fitch has also assigned LMI Parent, L.P. a Long-Term IDR of 'B'. The Rating Outlook for both entities is Stable. Fitch rates the IDRs of the parent and subsidiary on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, based on the entities operating as a single enterprise with strong legal and operational ties. GoTo Group's rating is supported by its focus on UCaaS, identity management and remote support for the small and medium business (SMB) segment. Its products are primarily cloud-based, making them easily accessible and manageable by SMB customers. Subscription-based products and high revenue retention rates provide strong revenue predictability and free cash flow. Fitch expects GoTo Group's leverage to remain elevated over the rating horizon. KEY RATING DRIVERS Highly Recurring and Diversified Revenues: Over 98% of GoTo Group's revenues are subscription based with 90% net retention rates, resulting in high revenue visibility. Additionally, 90% of customer contracts are annual or multi-year contracts, with 60% of its customers paying upfront. Consistent with the fragmented nature of the SMB segment it serves, the company has over 2.5 million paying customers with no customer accounting for more than 0.5% of revenues. Expanding EBITDA Margins: The company's efforts to reduce operating expenses have been successful and EBITDA margins have significantly expanded over the last few quarters. Fitch calculates that EBITDA margins were 30.5% in 4Q20 and have improved to 41.3% in 3Q21. GoTo Group has stated that it had actioned more than 95% of its cost optimization program through 3Q21. Gross margins have been high at around 75% over the last few quarters. Leverage to Remain Elevated: Fitch expects leverage to be just over 6x at the end of 2021, which is close to 6.3x where it was at the end of 2020. Fitch forecasts GoTo Group to maintain gross leverage between 5.5x and 6.3x throughout the rating horizon. Fitch believes the company will make ongoing investments in technologies and products to keep pace with the fast-moving industry, limiting its deleveraging primarily to focus on EBITDA growth. Private equity ownership is also likely to limit deleveraging to optimize ROE. Historically Strong FCF: In recent history, FCF margins have been in the teens and twenties and have benefitted from modest capex, low working capital needs and the deferred revenue cycle. Fitch projects that GoTo Group will generate FCF margins in the low single digits in 2021. It may rebound in the following years, largely depending upon the company's dividend payout policy, which remains unclear. Regardless of the payout strategy, Fitch expects the company to deploy some FCF to acquire new technology solutions to expand its range of offerings. Diversified Product Mix: GoTo Group has a variety of product offerings, and some have shown significant growth while others have continued to show decline as competition increased with remote work. Growth has been seen in its UCaaS (unified Communication and Collaboration) segment (26% 3Q21 revenues), which includes the legacy Jive business that has been rebranded as GoTo Connect. The strongest growth engine GoTo Group is its identity and access management (IAM) offering, LastPass, yet this segment is the smallest for GoTo Group with just 14% of revenues in 3Q21. GoTo Group has moved this business into its own silo and may consider options to monetize this fast-growing asset. Headwinds have been occurring with the company's Heritage offerings that include select GoTo products such as GoTo Meeting. Overall, this segment accounted for 27% of 3Q21 revenues. The Remote segment has also seen competition eroding its topline and in 3Q21, this segment accounted for 33% of revenues. This segment's offerings include GoToMyPC and Rescue. Secular Tailwind Supports Growth: Fitch believes GoTo Group is well positioned to benefit from the digital transformation of its customers as it creates greater demand for unified communications, customer engagement and support solutions. The UCaaS market is estimated to grow at a 10% CAGR from 2019-2024 driven by low installation and maintenance costs and ability to support remote work and scalability, relative to legacy PBX systems (Private Branch eXchange; legacy systems used analog technology versus IP). Penetration of UCaaS systems is currently less than 10%, and Fitch believes GoTo Group is well positioned to benefit from the increasing adoption rates. Additionally, the enhanced cyber risk landscape results in stronger demand for identity and access management solutions. The recent shift to work from home has further exacerbated the demand for these services. Highly Competitive Marketplace: Fitch expects GoTo Group to be exposed to intensifying competition across each of its core end markets, including from market leaders, who are larger and have greater financial flexibility. While GoTo Group's strategy is focused on providing a comprehensive product platform to the SMB Segment, it competes with other SMB focused competitors like 8x8, enterprise focused competitors like RingCentral and Vonage, enterprise solution companies with sizeable installed bases like Microsoft and Google that also offer connectivity solutions to their SMB customers, and point solutions like Zoom. DERIVATION SUMMARY GoTo Group is well positioned for its 'B' rating given its highly recurring revenue stream and strong profitability and FCF margins. GoTo Group's EBITDA margins and FCF margins are in line with Fitch's software universe and exceed margins for some of its public cloud-based peers such as RingCentral, Okta and Zoom. Fitch expects GoTo Group's leverage to remain in the 5.5x to 6.3x range over the rating horizon. Like other Fitch-rated software issuers owned by private equity, GoTo Group is in the 'B' rating category reflecting its high leverage. The ownership structure could optimize ROE, limiting the prospect for accelerated deleveraging. The ratings also reflect Fitch's expectation that despite strong secular demand for UCaaS and network security, GoTo Group's growth will lag that of the sector due to the highly competitive landscape and its SMB focus. Increasing adoption of cloud-based telephony has driven the growth of the UCaaS industry, with pure-play cloud-based providers increasingly taking share away from traditional, on-premise providers. On the enterprise end, traditional players like Cisco and Avaya have expanded their UCaaS offerings through acquisitions. Other enterprise providers include RingCentral and Vonage, as well as Microsoft and Google. Industry research suggests that the five largest UCaaS providers (RingCentral, Mitel, 8x8, Cisco and Vonage) account for over 60% of the market. In the SMB segment, GoTo Group competes with both other UCaaS providers such as 8x8 and Fuze, as well as point solutions such as Zoom. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Revenues are down modestly in 2021 followed by slight improvements as growth from UCaaS and IAM moderately outpaces declines in Heritage offerings; -- EBITDA margins hover around 38% in the forecast horizon reflecting recent improvements in operating efficiencies; -- Other items before FFO include change in deferred revenue, RSU payouts and restructuring expenses; -- GoTo Group continues to make modest acquisitions to the tune of $100 mm annually beginning in 2022. RECOVERY ANALYSIS ASSUMPTIONS The recovery analysis assumes that GoTo Group would be reorganized as a going-concern in bankruptcy rather than liquidated. A 10% administrative claim is assumed. The recovery analysis also assumes pressure in the form of sustained customer churn as legacy products lose market share in a landscape that remains highly competitive. Fitch assumes a double-digit revenue decline in 2023 as customers turn to larger competitors reducing GoTo Group's revenues for product lines such as GoToMeeting. As a result, operating efficiencies wane resulting in margin erosion. These factors result in a GC EBITDA assumption of $435 million. Fitch applies a 6.5x multiple to arrive at a going concern enterprise value (EV) just over $2.8 billion. The multiple is higher than the median TMT enterprise value multiple due to the company's strong market positioning that is reflected in its profitability. In the 21st edition of Fitch's Bankruptcy Enterprise Values and Creditor Recoveries case studies, Fitch notes nine past reorganizations in the Technology sector with recovery multiples ranging from 2.6x to 10.8x. Of these companies, only three were in the Software sector and include Allen Systems Group, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x and 5.5x, respectively. A third was Avaya, which is a legacy PBX business that exited bankruptcy at an 8.1x multiple. GoTo Group's 6.5x multiple is supported by the company's scale, strong margins, highly recurring revenues and strong FCF profile. Fitch estimates strong recovery prospects for the first lien credit facilities and rates them 'BB-'/'RR2', two notches above GoTo Group's 'B' IDR. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total Debt with Equity Credit / Operating EBITDA sustained below 5.0x; -- Sustained revenue growth of mid-single digits, implying stable market position; -- FFO interest coverage sustaining above 3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation of total debt with equity credit / operating EBITDA sustaining above 6.5x; -- Sustained negative revenue growth, signaling material customer churn amidst competitive pressures; -- FFO interest coverage sustaining below 2.0x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of 3Q21, GoTo Group had sufficient liquidity, which totaled $606 million and includes $363 million of cash on the balance sheet and $243 million available on its $250 million revolver after accounting for $7 million of letters of credit outstanding. The nearest maturity is 2025 when the revolver becomes due. ISSUER PROFILE GoTo Group, Inc. is a company that focuses on UCaaS, identity management and remote support for the SMB market. It was taken private in 2020 by Francisco Partners and Evergreen Coast Capital, an affiliate of Elliott Management. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entities, either due to their nature or to the way in which they are being managed by the entities. GVS TEXAS: Court Okays CBRE, WWG’s $450 Mil. Opening Bid in Auction --------------------------------------------------------------------- James Nani of Bloomberg Law reports that GVS Texas Holdings I LLC will conduct its bankruptcy asset-sale auction with a starting bid of $450 million jointly submitted by CBRE and William Warren Group. The auction, set to begin on Feb. 21, 2022 will list substantially all of GVS Texas' assets. The company received approval from bankruptcy court Judge Michelle Larson on Feb. 1 designating CBRE WWG Storage Partners JV III LLC as the initial, stalking horse bidder. CBRE WWG is the corporate entity formed by the investment arm of real estate company CBRE and William Warren Group, a self-storage provider. About GVS Texas Holdings I GVS Texas Holdings I, LLC and its affiliates are primarily engaged in renting and leasing a wide array of properties functioning principally as self-storage and parking facilities in 64 locations in Texas, Colorado, Illinois, Indiana, Mississippi, Missouri, Nevada, New York, Ohio, and Tennessee. Six of the properties are in the Dallas-Fort Worth Metroplex, with an additional 28 located elsewhere in Texas. The properties are managed by Great Value Storage, LLC. GVS Texas Holdings I and its affiliates sought Chapter 11 protection (Bankr. N. D. Texas Lead Case No. 21-31121) on June 17, 2021. The parent entity, GVS Portfolio I C, LLC, filed a voluntary Chapter 11 petition (Bankr. N. D. Texas Case No. 21-31164) on June 23, 2021. GVS Portfolio's case is jointly administered with that of GVS Texas Holdings I. Judge Michelle V. Larson oversees the cases. In its petition, GVS Texas Holdings I listed disclosed $100 million to $500 million in both assets and liabilities. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; and HMP Advisory Holdings, LLC, doing business as Harney Partners, as financial advisor. Getzler Henrich & Associates, LLC is the Debtors' accountant. IBIO INC: Amends ByLaws to Include Exclusive Forum Selection Clause ------------------------------------------------------------------- The Board of Directors of iBio, Inc. adopted resolutions to amend and restate the Company's First Amended and Restated Bylaws to provide that the holders of one-third of the shares of the capital stock of the Company issued and outstanding and entitled to vote at all meetings of the stockholders, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, will constitute a quorum for the transaction of business. Article 1.6 of the Company's First Amended and Restated Bylaws previously provided that the holders of a majority of the shares of capital stock of the Company issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, would constitute a quorum at all meetings of the stockholders for the transaction of business. In addition, the Second Amended and Restated Bylaws now include a new exclusive forum selection clause (Article 6.11). The provision provides that unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Company Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be a state or federal court located within the state of Delaware, in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants. In addition, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended; however, this provision does not apply to claims arising exclusively under the Securities Exchange Act of 1934, as amended, or the Investment Company Act of 1940, as amended, or any other claim for which the federal courts have exclusive jurisdiction. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics manufacturing company. Its FastPharming System combines vertical farming, automated hydroponics, and novel glycosylation technologies to rapidly deliver high-quality monoclonal antibodies, vaccines, bioinks and other proteins. iBio is developing proprietary products which include biopharmaceuticals for the treatment of cancers, as well as fibrotic and infectious diseases. The Company's subsidiary, iBio CDMO LLC, provides FastPharming Contract Development and Manufacturing Services along with Glycaneering Development Services for advanced recombinant protein design. iBio reported a net loss attributable to the Company of $23.21 million for the year ended June 30, 2021, a net loss attributable to the company of $16.44 million for the year ended June 30, 2020, and a net loss attributable to the Company of $17.59 million for the year ended June 30, 2019. As of Sept. 30, 2021, the Company had $143.74 million in total assets, $43.21 million in total liabilities, and $100.53 million in total equity. INTERSTATE UNDERGROUND: March 9 Plan & Disclosure Hearing Set ------------------------------------------------------------- On Jan. 31, 2022, debtor Interstate Underground Warehouse and Industrial Park, Inc. ("IUW"), filed with the U.S. Bankruptcy Court for the Western District of Missouri a Disclosure Statement describing Plan of Reorganization. Judge Dennis R. Dow conditionally approved the Disclosure Statement and ordered that: * March 9, 2022 at 10:00 am is fixed for the hearing on final approval of the disclosure statement, (if a written objection has been timely filed), and for the hearing on confirmation of the plan. * March 4, 2022 is the deadline for filing with the Court objections to the disclosure statement or plan confirmation; and submitting to counsel for the plan proponent ballots accepting or rejecting the plan. A full-text copy of the order dated Jan. 31, 2022, is available at https://bit.ly/3L4tiJy from PacerMonitor.com at no charge. Attorneys for Debtor: Erlene W. Krigel, Esq. Krigel & Krigel, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: (816) 756-5800 Fax: (816) 756-1999 E-mail: ekrigel@krigelandkrigel.com About Interstate Underground Warehouse Interstate Underground Warehouse and Industrial Park, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-40834) on July 1, 2021. In the petition signed by Leslie Reeder, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Dennis R. Dow is assigned to the case. Pamela Putnam, Esq., at Armstrong Teasdale LLP is the Debtor's counsel. INTERSTATE UNDERGROUND: Unsecureds to Get $20K Per Year for 5 Years ------------------------------------------------------------------- Interstate Underground Warehouse and Industrial Park, Inc. ("IUW"), filed with the U.S. Bankruptcy Court for the Western District of Missouri a Disclosure Statement describing Plan of Reorganization dated Jan. 31, 2022. IUW was established on February 23, 1978 as Callaway Mining Company with the Missouri Secretary of State by Michael C. Kirk. The land is primarily limestone caves and the company leases its space to individuals and companies. Debtor requires a new freezer system and electrical upgrading; restoration of its public image, decades of deferred maintenance, and upgrading of undeveloped areas to create new usable lease space. The loan with Woodmen of the World comes due April, 2022. The Debtor will search for a new lender but the Plan calls for up to an additional five years with this lender in the event that the Debtor experiences difficulty obtaining replacement financing and financing for the replacement of the refrigeration system and the electrical upgrades. Class Twelve includes all Allowed Unsecured Priority Claims for claims of the Internal Revenue Service, Missouri Department of Revenue, California Franchise Tax Board and City of Kansas City. The Allowed Unsecured Priority Claims will be paid within five (5) years from 7/1/21 (date of filing of petition for relief). Class Thirteen includes all Allowed General Unsecured Non-Priority Claims of vendors, service providers, unsecured lenders and non priority taxes. This class includes: Claim #1 Missouri Department of Revenue $3,359.02; Claim #4 All Environmental, Inc. dba AEI Consultants $2,300; Claim #11 Adam N. Leon dba Lion's Plumbing $8,585.41; Claim #15 Presto-X $918.00; Claim #21 Evergy, Inc. $31,766.46; Claim #35 Servicemaster DSI $6,950.11; and Claim #37 Philip Klawuhn & Associates P.C. $50,933. The group of Non-priority Claims will be paid up to a total of $100,00 of their Allowed Claims (paid prorata), payable at $20,000/year for five (5) years. Class Fourteen includes the Allowed General Unsecured Non-Priority Claims of those individuals and/or companies who assert a claim by virtue of some act that caused damage to said individuals and/or companies and who may be covered by insurance. If any of these creditors' claims are liquidated and the amounts owed are in excess of the insurance coverage, their Allowed General Unsecured Non-Priority Claims will be included in Class Thirteen. The Debtor's gross sales should produce sufficient funds to create a positive cash flow. The Debtor believes that it can pay all debts that come due post-petition as well as pay the Plan payments as set forth in the Plan of Reorganization. A full-text copy of the Disclosure Statement dated Jan. 31, 2022, is available at https://bit.ly/3sfVFvI from PacerMonitor.com at no charge. Attorneys for Debtor: Erlene W. Krigel, Esq. Krigel & Krigel, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: (816) 756-5800 Fax: (816) 756-1999 Email: ekrigel@krigelandkrigel.com About Interstate Underground Warehouse Interstate Underground Warehouse and Industrial Park, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-40834) on July 1, 2021. In the petition signed by Leslie Reeder, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Dennis R. Dow is assigned to the case. Pamela Putnam, Esq., at Armstrong Teasdale LLP is the Debtor's counsel. INVO BIOSCIENCE: Inks Third Amended Purchase Deal With Paradigm --------------------------------------------------------------- INVO Bioscience, Inc. entered into a Third Amendment to Stock Purchase Agreement with Paradigm Opportunities Fund, LP, pursuant to which the Company amended that certain Stock Purchase Agreement entered into on Oct. 1, 2021. Under the Agreement, 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 Nov. 30, 2021. The Agreement was originally amended by that certain First Amendment to Stock Purchase Agreement entered into on Nov. 29, 2021 to extend the closing date to Dec. 31, 2021 and that certain Second Amendment to Stock Purchase Agreement entered into on Dec. 31, 2021 which extended the closing date to Jan. 31, 2022. This Third Amendment provides for an initial closing on Jan. 31, 2022, for the sale of 94,623 shares for consideration of $315,000, which funds were received on account by the Company in January 2022. The Third Amendment further provides for a second closing for the remaining 506,080 shares for consideration of $1,684,740.29 expected to take place on or before Feb. 28, 2022. There was no change to the original purchase price of $3.329 for the first closing. Paradigm conveyed its commitment to and belief in the long-term growth of the Company and intends to complete the full amount of the Financing at the agreed-to price. 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. JAGUAR HEALTH: Upsizes ATM Offering to $75M Worth of Common Shares ------------------------------------------------------------------ Jaguar Health, Inc. entered into an amendment to that certain At the Market Offering Agreement, dated Dec. 10, 2021, between the company and Ladenburg Thalmann & Co. Inc., as agent. Pursuant to the amendment, the aggregate offering amount of shares of the company's common stock, $0.0001 par value per share, which the company may sell and issue through Ladenburg, as the sales agent, was increased from $15,000,000 to $75,000,000. Jaguar Health has already sold $3,948,311.42 of this amount under the agreement. Also on Feb. 2, 2022, Jaguar Health filed supplement no. 1 to the prospectus supplement, dated Dec. 10, 2021, with the Securities and Exchange Commission in connection with the upsize. The issuance and sale of the shares by the company under the agreement will be made pursuant to the company's registration statement on Form S-3 filed with the SEC on Nov. 22, 2021 and declared effective on Dec. 3, 2021, as supplemented. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss and comprehensive loss of $33.81 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $38.54 million for the year ended Dec. 31, 2019, and a net loss of $32.15 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $59.26 million in total assets, $37.70 million in total liabilities, and $21.55 million in total stockholders' equity. JOHNSON & JOHNSON: Talc Plaintiffs' Lawyers Leak Docs to Reuters ---------------------------------------------------------------- Maria Chutchian of Reuters reports that Johnson & Johnson on Thursday accused attorneys for people who have sued the pharmaceutical giant over its talc products of sharing confidential documents with Reuters in what it called a "calculated effort" to try its subsidiary's bankruptcy case in the press. In a letter filed with the U.S. Bankruptcy Court in New Jersey, attorneys for J&J and LTL Management LLC, a bankrupt subsidiary that the company set up to hold its talc liabilities, claimed that lawyers for two committees representing plaintiffs shared at least two confidential documents with the news organization. Lawyers for the plaintiffs' committees engaged in a "calculated effort" to "try this case in the press rather than in the court," LTL attorney Gregory Gordon said in a court hearing shortly after the letter was filed. "Counsel for the committees, apparently, are feeding documents to the press. And we're specifically aware it's being done with Reuters," Gordon said. The J&J lawyers said the documents it said were leaked were subject to a protective order issued by U.S. Bankruptcy Judge Michael Kaplan. The letter asks Reuters to return the documents it said were leaked and to refrain from disclosing any confidential information they contain. J&J's lawyers said that if Reuters declined, they would consider petitioning the court to compel the news organization to do so. A Reuters spokesperson called the claims without merit. "We reject the factually-unfounded and legally-meritless claims made by J&J's lawyers and will continue to report without fear or favor on matters of public interest," the spokesperson said in a statement on Thursday. At the hearing, a lawyer for one of the plaintiffs' committees objected to what he called "improper accusations." The lawyer, David Molton, said "Mr. Gordon should know better." A spokesperson for one of the committees did not have an immediate comment. The LTL unit filed for bankruptcy in October to resolve around 38,000 claims alleging J&J's talc-based products contained asbestos and caused mesothelioma and ovarian cancer. J&J (JNJ.N) maintains that its consumer talc products are safe and have been confirmed to be asbestos-free. The company has said it placed LTL into bankruptcy to settle those claims rather than litigating them individually. It has said resolving these claims through Chapter 11 is a legitimate use of the restructuring process. The talc committees argue that J&J should not be permitted to use bankruptcy to address the talc litigation and that by doing so, it is depriving plaintiffs their day in court. Kaplan is set to hear arguments on the committees' motion to dismiss the LTL bankruptcy on Feb. 14, 2022. Also at Thursday's hearing, Kaplan granted a request by groups of law professors to file so-called "friend of the court" briefs in support of the motion to dismiss. One of the groups of professors said using a bankrupt unit to get rid of talc liabilities when it is in strong financial health itself is a "direct attack on the fundamental integrity of Chapter 11." A 2018 Reuters investigation found J&J knew for decades that asbestos, a known carcinogen, lurked in its Baby Powder and other cosmetic talc products. The company stopped selling Baby Powder in the United States and Canada in May 2020, in part due to what it called "misinformation" and "unfounded allegations" about the talc-based product. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D. N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. KNOT WORLDWIDE: Moody's Hikes CFR to B2, Rates New $50MM Debt B2 ---------------------------------------------------------------- Moody's Investors Service upgraded The Knot Worldwide Inc.'s ("The Knot", formerly known as WeddingWire) corporate family rating to B2 from B3, and its probability of default rating to B2-PD from B3-PD. Moody's also affirmed the B2 rating assigned to the senior secured first lien term loan due 2025 and assigned a B2 rating to the proposed $50 million senior secured first-lien revolving credit facility due 2028. The outlook is stable. The net proceeds from a proposed $175 million upsizing of the senior secured first-lien term loan to $611 million from $437 million will be used to repay in full The Knot's $175 million senior secured second-lien term loan. Moody's anticipates withdrawing ratings on the existing revolver due 2023 and the second-lien term loan when they are repaid. The following ratings/assessments are affected by the actions: Ratings Upgraded: Issuer: The Knot Worldwide Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD New Assignments: Issuer: The Knot Worldwide Inc. GTD Senior Secured First Lien Revolving Credit Facility, assigned B2 (LGD3) Ratings Affirmed: Issuer: The Knot Worldwide Inc. GTD Senior Secured First Lien Term Loan, affirmed B2 (LGD3) Outlook Actions: Issuer: The Knot Worldwide Inc. Outlook, Remains Stable RATINGS RATIONALE The upgrade of The Knot's CFR to B2 from B3 reflects Moody's expectation for accelerating revenue growth in 2022 versus 2021's nearly 10% revenue growth, demonstrating the company's operational resiliency and the stability of its end markets through the COVID pandemic. As the crisis eases, a geographically broad-based upswing in domestic wedding planning is supporting vendors' commitment to advertising on The Knot's website, which is used by couples preparing for their nuptials. Moody's believes an acceleration in The Knot's revenue growth, toward 20%, is likely in 2022 through a combination of diversifying product offerings and smartly improving subscriber revenue renewal rates in core local marketplaces. Revenue and profit margin rate growth have helped drive down Moody's-adjusted debt-to-EBITDA leverage towards an estimated 6.0 at year-end 2021, as compared with approximately 11.0 times at the end of 2020, a year in which revenue had fallen almost 7%. Moody's expects the measure to improve by another half turn in 2022, while free cash flow will improve into the high single digits as a percentage of debt, which is strong compared to many other B2-rated service-industry issuers. Moody's recognizes The Knot's favorable business model, through which revenue forfeited because of pandemic-induced postponed wedding plans is not lost permanently but is, rather, largely delayed. A subscription-driven revenue model provides a moderately stable baseline of sales. The Knot's model has demonstrated resilience through the COVID-19 crisis. Revenue fell by about 7% in 2020, a year in which total industry spend on weddings fell by more than 50%. Total spend rebounded in 2021 by more than 70%, and is expected to grow again this year, by 40%. Moody's expects a sustained operational rebound. The company's ratings are supported by its strong competitive position in the online wedding services marketplace, a position that was cemented by WeddingWire's late-2018 combination with XO Group, the owner of the high-profile The Knot online marketplace. Despite the strong competitive position, Moody's notes too that The Knot's sub-$400 million revenue scale is small compared to most B2-rated services industry issuers. Governance considerations include private-equity ownership which generally employ aggressive financial strategies and substantial cost-cutting measures, largely through reductions in headcount. Moody's expects the company to pursue shareholder-friendly activities typical of a private equity controlled firm. The CFR upgrade also reflects an improvement in The Knot's liquidity profile, which Moody's views as very good, given continued healthy cash balances that have averaged nearly $80 million for the four quarters of 2021, and current full availability under the extended $50 million revolver. As a result of the proposed replacement of expensive second-lien debt with cheaper incremental first-lien debt, Moody's anticipates that The Knot will save some $10 million of annual interest expense on the roughly $50 million amount it reported for the LTM period ended September 30, 2021. A static, springing maximum first-lien net leverage covenant, set at 8.1 times, is applicable to the revolver once drawn in excess of 40%. Given expected revenue growth, margin stability and a lighter interest burden that will drive higher free cash flows, Moody's does not expect the company will need to draw under the revolver in 2022. However, Moody's anticipates that The Knot would remain well in compliance with the maximum first-lien net leverage test if it is measured. The B2 ratings assigned to the senior secured first-lien revolver and term loan incorporate The Knot's overall probability of default, reflected in the B2-PD PDR, and a loss given default assessment of LGD3. Since as a result of the refinancing all debt at The Knot will be senior secured first-lien debt, the first-lien class's rating reflects directly the B2 CFR. Therefore, Moody's has affirmed the current B2 instrument rating on The Knot's expanded first-lien term loan. The credit facilities benefit from secured guarantees of the borrower's parent and its current and future material domestic subsidiaries. The stable outlook anticipates Moody's-adjusted debt-to-EBITDA leverage will fall to 5.5 times by the end of 2022, while free cash flow as a percentage of debt will approach the high-single digits. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company continues to demonstrate significant top-line growth and if Moody's expects that debt-to-EBITDA leverage (Moody's adjusted) will remain around 5.0 times, while EBITDA-less-capex coverage of interest expense is sustained above 2.5 times. Additionally, the company, given private equity ownership, must demonstrate restraint with regard to debt funded growth initiatives and maintain balanced, predictable financial strategies in order to be considered for an upgrade. Alternatively, the ratings could be downgraded if revenue growth slows, liquidity deteriorates, or Moody's-adjusted debt to EBITDA is sustained above 6.5 times. The principal methodology used in these ratings was Business and Consumer Service Industry published in November 2021. The Knot, controlled by private equity firm Permira, is a leader in the online wedding services marketplace. Moody's expects 2022 revenue of over $375 million. KNOT WORLDWIDE: S&P Lowers First-Lien Issue-Level Rating to 'B' --------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Chevy Chase, Md.-based wedding marketplace The Knot Worldwide Inc.'s first-lien debt to 'B' from 'B+' and revised its recovery rating to '3' from '2' to reflect the reduced recovery prospects for its first-lien lenders due to the increase in the amount of first-lien secured debt in its capital structure. S&P's 'B' issuer credit rating is unchanged. S&P said, "The stable outlook reflects our expectation that The Knot will continue to increase its revenue and cash flow supported by an accelerated recovery in wedding activity and the development of its registry and ancillary businesses. We expect the company will improve its debt leverage to the mid 5x by year-end 2022. "We lowered our rating on the company's first-lien debt to reflect our reduced recovery expectations for its first-lien debtholders. Under The Knot's new capital structure, we project an increased amount of first-lien debt outstanding at default, though our enterprise valuation of the company remains broadly unchanged. "We view this transaction as having a neutral effect on our issuer credit rating. While the refinancing will reduce The Knot's interest expense, the savings are not material enough to affect its credit quality and we anticipate its total debt leverage will remain unchanged. We expect the recovery in the demand for vendor advertising, the company's expansion into new geographic areas and products, and the positive momentum in its operating performance will continue through the end of 2022. Therefore, we forecast The Knot's revenue and cash flow will expand over the coming quarters while its leverage declines to the mid 5x by year-end 2022. That said, the company's financial-sponsor ownership continues to constrain our view of its financial policy. We expect The Knot to use its excess free cash primarily for acquisitions or growth investments, thus we do not expect it to maintain leverage of below 5x for a sustained period." KR CALVERT: Unsecureds to Split $10K in Subchapter V Plan --------------------------------------------------------- KR Calvert Co., LLC ("KRC"), and Calvert Health, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Joint Chapter 11 Plan of Reorganization under Subchapter V dated Jan. 31, 2022. KRC is a Kansas limited liability company owned by Klein Calvert and is authorized to do business in Tennessee. KRC was created on January 27, 2006, and prior to 2010, its primary business operation was the sale of liability and casualty insurance to subcontractors of DHL, a shipping and delivery service. On May 12, 2017, Calvert Health was formed. It is owned 100% by Pamela Calvert. It was created for the purpose of providing similar services to KRC, namely nonemergency patient transport, but it serviced accounts in different states than KRC. Calvert Health is an operating business with positive cash flows, but it has faced several serious issues that necessitate reorganization. The Debtors elected the Chapter 11 process to preserve their going concern value, continue providing critical services to patients and medical facilities, get their debt load on a manageable repayment schedule, and deal head-on with the litigation posed by FSH in the most economic and streamlined way possible, which has been removed to this Court. The Debtors now file this Plan of Reorganization. The Debtors' financial projections show that the Debtors will have projected disposable income of $547,162.00. The final Plan Payment is expected to be paid on April 1, 2027. This Plan of Reorganization under Chapter 11 of the Code proposes to pay the creditors of the Debtors from cash flow from business operations. Non-priority unsecured creditors holding allowed claims will receive pro rata distributions totaling $10,000.00 to the class. This Plan also provides for the payment of administrative and priority claims. Class 8 shall consist of the allowed unsecured claims not entitled to priority and not expressly included in the definition of any other class. The Plan provides a pool of $10,000.00 to be paid pro-rata to the claimholders in this class. There shall be three (3) lump-sum payments (for a total disbursement of $10,000.00) paid pro-rata to the claimholders in this class as follows: * $2,000 to be paid on or before the first anniversary of the Effective Date; and * $3,000 to be paid on or before the second anniversary of the Effective Date * $5,000 to be paid on or before the third anniversary of the Effective Date. Class 9 consists of Equity Interests. This class shall consist of the membership interests in the Debtors. Pamela Calvert will retain a 100% membership interest in Calvert Health and Klein Calvert will retain a 100% membership interest in KRC. The Debtors will continue to operate to generate revenue to fund the Plan. In addition, the Debtors anticipate potential recoveries of certain post-petition payments made to Marlin Capital Solutions and Swift, among other potential Chapter 5 causes of action as additional efforts to fund certain distributions under the Plan. As partial payment towards the Allowed Secured Claim of Newtek, the Debtors shall market and sell certain vehicles that are not currently being used in their operations, and which serve as collateral securing the Newtek Allowed Secured Claim. The specific vehicles ready to be sold under the Plan, would yield aggregate net proceeds (after costs of sale and any associated taxes) of no less than $140,000.00. The sale of these vehicles shall occur no later than June 30, 2022, and all net proceeds from the sale of each of these vehicles shall be paid to Newtek and shall be applied to reduce the then outstanding principal balance of Newtek's Allowed Secured Claim. A full-text copy of the Plan of Reorganization dated Jan. 31, 2022, is available at https://bit.ly/3sfKoeL from PacerMonitor.com at no charge. Attorneys for the Debtors: Henry E. Hildebrand, IV, Esq. Gray Waldron Dunham Hildebrand, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: 615-933-5851 Fax: 615-777-3765 Email: ned@dhnashville.com About KR Calvert and Calvert Health KR Calvert Co., LLC and Calvert Health, LLC filed petitions for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 21-03905 and 21 03906) on Dec. 27, 2021. Klein Calvert and Pamela Calvert, members, signed the petitions. At the time of the filing, KR Calvert listed up to $50,000 in assets and up to $10 million in liabilities while Calvert Health listed as much as $10 million in both assets and liabilities. Judge Randal S. Mashburn oversees the cases. The Debtors tapped Henry E. Hildebrand, IV, Esq., at Dunham Hildebrand PLLC, as legal counsel. LOOT CRATE: Ex-Owners Sue Buyer Over Unpaid Sales Taxes ------------------------------------------------------- Leslie A. Pappas of Law360 reports that the bankrupt former owners of pop culture collectible subscription service Loot Crate Inc. sued the company that bought their business in a 2019 Chapter 11 bankruptcy, claiming Wednesday in Delaware bankruptcy court that the buyer owes them at least $3 5 million for not paying prepetition sales tax obligations as promised. In a complaint filed in the U.S. Bankruptcy Court for the District of Delaware, debtors Old LC Inc., Old LC Holdings Inc., Old LCF Inc. and Old LC Parent Inc. sued the purchaser, The Loot Company, seeking damages for breach of contract, equitable subordination and fraud. The case is Old LC, Inc. et al v. The Loot Company LLC et al, Adv. Pro. No. 1:22-ap-50107 (Bankr. D. Del. Lead Case No. 19-11791). About Loot Crate Inc. Founded in 2012, Loot Crate, Inc. f/k/a Loot Crate Inc., is a worldwide leader in fan subscription boxes. It partners with industry leaders in entertainment, gaming, sports, and pop culture to deliver monthly-themed crates; produces interactive experiences and digital content; and films original video productions. Since 2012, the company has delivered more than 32 million crates to fans in 35 territories across the globe. Loot Crate and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate was estimated to have less than $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel; Robinson & Cole LLP as Delaware and conflicts counsel; FocalPoint Securities, LLC, as investment banker; Portage Point Partners as financial advisor; and Mark Palmer of Theseus Strategy Group as chief transformation officer. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent and maintains the site https://case.stretto.com/lootcrate. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 22, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Morris James LLP, as co-counsel; Dundon Advisers LLC, as financial advisor; and FocalPoint Securities, LLC, as investment banker. Loot Crate, Inc., is now known as Old LC, Inc. following the closing of the sale of its assets. LTL MANAGEMENT: Scholar Briefs Approved in Ch.11 Dismissal Bid -------------------------------------------------------------- Vince Sullivan of Law360 reports that the three amicus briefs prepared by legal and bankruptcy professors will be allowed in the Chapter 11 proceeding of Johnson & Johnson's bankrupt talc unit, LTL Management, as a hearing over talc claimants' motion to dismiss the case draws near, a New Jersey judge ruled Thursday, February 3, 2022. During a teleconference hearing, U.S. Bankruptcy Judge Michael B. Kaplan said there were many factors weighing against allowing the professors to submit their amicus briefs in the case of LTL Management LLC, but that controlling precedent calls for a permissive approach toward such interventions. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D. N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. 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. MALLINCKRODT PLC: Reorganization Plan, Opioid Deal Approved ----------------------------------------------------------- Maria Chutchian and Dietrich Knauth of Reuters report that pharmaceutical company Mallinckrodt PLC on Thursday, February 3, 2022, won court approval of its reorganization plan, which includes a $1.7 billion settlement of opioid-related litigation, bringing its 16-month bankruptcy close to an end. U.S. Bankruptcy Judge John Dorsey in Wilmington, Delaware signed off on the plan in a 103-page written decision. In addition to settling thousands of lawsuits accusing it of deceptively marketing its opioids, the plan allows Mallinckrodt to reduce $5.3 billion in debt by $1.3 billion and hands control of the reorganized company to creditors. CEO Mark Trudeau said in a statement on Thursday that the company is "pleased to have achieved" this milestone. "We have made important progress and are now turning to the final phases in a reorganization process designed to reduce debt, address litigation claims and position the company for long-term success," he said. Mallinckrodt filed for bankruptcy in October 2020 to resolve more than 3,000 lawsuits from states, local governments and private individuals who accused the company of fueling the opioid epidemic through deceptive marketing, including by playing down the risks of addiction and abuse. The company won the support of committees representing junior creditors and opioid claimants, which had long opposed the plan, for the deal in September. Nearly all U.S. states backed it as well. In approving the plan, Dorsey overruled objections raised by the state of Rhode Island, pharmaceutical company Sanofi, certain insurers and shareholders. Rhode Island had argued that Mallinckrodt could not use its bankruptcy to give Trudeau, who is not bankrupt himself, legal protections known as non-debtor releases, shielding him from lawsuits. The state had accused Trudeau of contributing to Rhode Island's opioid epidemic through what it said was negligent oversight of opioid sales. Mallinckrodt did not immediately respond to a request for further comment. "If I were to sustain Rhode Island's objection, it would certainly be a case of the tail wagging the dog," Dorsey said, adding that "excepting one creditor in the manner Rhode Island proposes would effectively enable a single creditor with a relatively small claim to hold up a $5 billion bankruptcy." Joseph Rice of Motley Rice, a lawyer for Rhode Island, said on Thursday, February 3, 2022, that his team would evaluate the opinion and determine what its options are. The dispute mirrors one in Purdue Pharma's bankruptcy, in which several states argued that members of the Sackler family, who had owned the OxyContin maker, should not receive such releases. A New York judge tossed a bankruptcy court's approval of the releases in December, saying the court did not have the authority to grant them. Purdue and the Sackler family members are nearing a deal with those states to potentially increase the money they've agreed to contribute in exchange to a settlement, a mediator said this week. For Mallinckrodt: Christopher Harris, George Davis, George Klidonas, Andrew Sorkin, Anupama Yerramalli, Jeff Bjork, Elizabeth Marks and Jason Gott of Latham & Watkins; and Mark Collins, Robert Stearn Jr, Michael Merchant, Amanda Steele, and Robert Maddox of Richards, Layton & Finger About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc. as financial advisor, and Jefferies LLC as investment banker. A confirmation trial for the Debtors' First Amended Joint Plan of Reorganization was set to begin Nov. 1, 2021. The Confirmation Hearing is slated to have two phases. Phase 1 commenced the week of Nov. 1. Phase 2 will begin on or around the week of Nov. 15, when the Acthar Administrative Claims Hearing proceedings conclude. MCAFEE CORP: Term Loan Upsizing No Impact on Moody's B3 CFR ----------------------------------------------------------- Moody's Investors Service said McAfee Corp.'s ratings were not impacted by the shift in the capital structure including a net upsizing of total secured debt by $300 million. The total amount of debt in the capital structure and total closing leverage is unchanged. The company's B3 Corporate Family Rating, B2 rating on the proposed first lien facilities and Caa2 rating on the proposed unsecured notes were not affected. The secured notes are no longer being issued and will be replaced with an equal amount of additional first lien debt term loan facilities. The unsecured notes are being downsized by $300 million and will also be replaced by an equal increase in the first lien term loan facilities. Debt to EBITDA at closing is unchanged and estimated around 10x pro forma for the new debt based on trailing September 2021 results (excluding stranded costs, public company costs, and certain one-time expenses) and about 9x on a cash EBITDA basis. Moody's expects the company can de-lever towards 8x over the next two years based on continued revenue growth unless they pursue debt funded acquisitions. McAfee is a leading provider of consumer security software. The company is headquartered in San Jose, CA. Revenue for the consumer business in the last twelve months ended September 25, 2021 was approximately $1.8 billion ($3.2 billion inclusive of the divested enterprise business). The company is being acquired by private equity investors Permira, Advent and Crosspoint. MEG ENERGY: Moody's Affirms 'B2' CFR, Alters Outlook to Positive ---------------------------------------------------------------- Moody's Investors Service changed MEG Energy Corp.'s outlook to positive from stable. Moody's also affirmed MEG's B2 corporate family rating, B2-PD probability of default rating, Ba3 secured second lien notes rating, and B3 senior unsecured notes rating. The speculative grade liquidity rating remains SGL-1. "The positive outlook reflects debt reduction that has led to strong credit metrics through 2022 and 2023," said Paresh Chari Moody's analyst. "MEG's stable, low cost and long-lived asset base, and very good liquidity profile also supports the change in outlook." Affirmations: Issuer: MEG Energy Corp. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4) from (LGD5) Outlook Actions: Issuer: MEG Energy Corp. Outlook, Changed To Positive From Stable RATINGS RATIONALE MEG's B2 CFR is supported by: (1) expected bitumen production of over 90,000 bbls/d (net of royalties), with substantial reserves in key productive areas of the Athabasca oil sands region; (2) a long-lived reserve base that requires a low C$8/bbl to maintain production; (3) an ability to move up to about two thirds of blend volumes to the higher-priced Gulf Coast market; and (4) debt reduction that will improve retained cash flow to debt to around 30% in 2022 and 2023. MEG's rating is constrained by: (1) its exposure to one commodity -- bitumen -- that is benchmarked to the historically volatile Western Canadian heavy oil price; and (2) concentration in one asset - the Christina Lake oil sands project. MEG's Credit Impact Score was changed to a CIS-3 from a CIS-4 as a result of the Line 3 replacement pipeline coming into service in Q4 2021 despite social opposition to the project. Social opposition to oil pipeline projects has been material, and had led to egress constraints and wide Canadian heavy oil differentials due to delays or cancellations of projects. As a result of Line 3 coming on stream, pipeline constraints have alleviated and heavy oil differentials have remained narrow, improving MEG's cash flow, which will be used to reduce debt. MEG's liquidity is very good (SGL-1), with sources of C$1.4 billion and no mandatory uses through 2022. At September 30, 2021, MEG had C$210 million of cash and C$788 million available (after letters of credit) under its C$800 million revolving credit facility due July 2024. Moody's expect C$400 million in free cash flow through 2022. MEG will be in compliance with its sole financial maintenance covenant under the revolving credit facility through this period, with the covenant only being tested at or above C$400 million of utilization. MEG's next nearest debt maturity is the second lien secured notes in 2025. MEG's second lien secured notes are rated Ba3, two notches above the B2 CFR, and the senior unsecured notes are rated B3, one notch below, due to the priority ranking of the first lien revolver and EDC letter of credit facility ahead of the second lien notes, all of which ranks ahead of the unsecured notes. The positive outlook reflects Moody's expectation that 2022 leverage metrics will improve through debt reduction, with some production growth also contributing to improving cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if retained cash flow to debt is above 25% (18% at LTM Sept 2021), EBITDA to interest rises above 4x (3.5x at LTM Sept 2021) and if MEG can maintain positive free cash flow. The ratings could be downgraded if retained cash flow to debt is below 10% (18% at LTM Sept 2021), if EBITDA to interest falls below 2x (3.5x at LTM Sept 2021), or if liquidity deteriorates. MEG is a publicly-listed Calgary, Alberta-based steam-assisted-gravity-drainage (SAGD) oil sands developer and operator. MEG produces over 90,000 bbls/day of bitumen at the Christina Lake project in the Athabasca Oil Sands region in Northern Alberta. The principal methodology used in these ratings was Independent Exploration and Production published in August 2021. METRO PUERTO RICO: April 5 Plan & Disclosure Hearing Set -------------------------------------------------------- On Jan. 28, 2022, debtor Metro Puerto Rico LLC filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement and Plan. On Jan. 31, 2022, Judge Enrique S. Lamoutte conditionally approved the Disclosure Statement and ordered that: * April 5, 2022 at 10:00 AM via Microsoft Teams Video & Audio Conferencing and/or Telephonic Hearings is the hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan. * That acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. * That any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan shall be filed on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. A copy of the order dated Jan. 31, 2022, is available at https://bit.ly/3scpayF from PacerMonitor.com at no charge. Attorney for the Debtor: Jose M Prieto Carballo, Esq. JPC LAW OFFICE PO Box 363565 San Juan PR 00936 Tel: (787) 607-2066 Fax: (787) 200-8837 Email: jpc@jpclawpr.com About Metro Puerto Rico Metro Puerto Rico LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-01543) on March 31, 2020. The petition was signed by Felix I. Caraballo, president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Enrique S. Lamoutte oversees the case. Jose Prieto, of the JPC LAW OFFICE, represents the Debtor. MOMENTIVE PERFORMANCE: S&P Affirms 'B+' ICR, Alters Outlook to Pos. ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer-credit rating on the company and revised its outlook on Momentive Performance Materials Inc. (MPM) to positive from stable. S&P said, "We also affirmed our 'B+' issue-level rating on the company's first-lien term loan. Our recovery rating remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "The positive outlook reflects our view of the company's improved cost structure and product focus, as well as our expectation for a material improvement in credit measures, with weighted average S&P Global Ratings-adjusted debt to EBITDA around 5x." Momentive continues to make progress on profitability-enhancing initiatives aimed at rationalizing its global asset base, enhancing plant productivity, and further transitioning its portfolio toward higher-margin formulated silicone and additive products. The company has expensed approximately $150 million in costs related to restructuring initiatives over the past three years. As part of its ongoing transformation, MPM exited moderate volumes related to lower margin commodity driven business, including the shutdown of its Waterford chemicals operations in 2021 and the divestiture of its consumer sealants product line to Henkel in 2020. Along with the Waterford chemicals phase-out, the company also sold its New Smyrna Beach, Fla. site, along with its Bergen Op Zoom (BOZ) facility in Europe. S&P said, "While restructuring expenses have slightly depressed S&P Global Ratings-adjusted EBITDA in the short term (we include restructuring and related one-time costs in our EBITDA calculation), we believe the capacity/asset rationalization currently underway will lead to lower fixed plant costs and improved productivity at existing facilities, which should ultimately lead to over $100 million in fixed cost savings according to management." The cost-reduction measures should also improve the company's overall product mix, with the majority of Momentive's sales now coming from less commoditized, higher-margin specialty and value-add products. For comparison, EBITDA margins in the company's performance additives segment have averaged around 20%, while margins in formulated and basic silicones have remained in the low-double digits in recent years. Following the phase out of chemical operations production at Waterford, MPM has leveraged its relationship with KCC, the recently contributed silicones business, and their global supply chain network to provide key material inputs to support their growth strategy and serve customers. While S&P anticipates these measures will improve profitability, and reduce overall business cyclicality to an extent, the global silicones market remains highly competitive, and the company's overall EBITDA margins (in the 10% to 15% range in recent years on an S&P Global Ratings-adjusted basis) remain below other specialty chemical peers. Additionally, given the company's exposure to variable raw material pricing, specifically silicon metal, and to cyclical automotive, construction, and industrial end-markets, S&P believes earnings will continue to be somewhat volatile. S&P anticipates that credit metrics will remain at the stronger end of the 'B+' rating category over the next 12 months. S&P said, "At year-end 2021, we expect S&P Global Ratings-adjusted debt to EBITDA will be around 5x with funds from operations (FFO) to debt improving into the mid-teens. This has led to 2021 free cash flow that was stronger than our expectations and we believe MPM should generate a small amount of free cash in 2022, although our forecast is tempered somewhat by elevated capital expenditures (capex) spending related to growth projects and ongoing restructuring. Organic volumes in both the performance additives and formulated and basic silicones segments grew in the low-double digits over the first nine months of 2021, and the company's backlog remains strong compared to historical levels, which should sustain earnings strength into 2022. Logistical bottlenecks, raw material and transportation price inflation, and sourcing challenges remain key risks to our forecast. However, MPM has generally been able to pass on price increases to customers, in addition to improving its overall product mix via its prioritization of specialty silicones. This has led to year-to-date (through the third quarter of 2021) margin expansion in excess of 500 basis points (bps). Despite strong earnings, and improving leverage metrics, a number of factors constrain our view of the company's financial risk. As of September 2021, MPM had not used excess free cash flow to repay existing debt, beyond mandatory amortization on its term loan facility. We view MPM's deleveraging via earnings growth, as opposed to by debt paydown, as less sustainable, particularly given the historical cyclicality of its profitability. However, we believe the company's structural shift to higher margin, more stable specialty silicones and its liquidity profile (with greater than $400 million of cash and revolver availability) partially offset the risk from earnings volatility. We also believe there is upside to our forecast in future years from a rebound in new vehicle production, as a significant portion of the company's revenue is exposed to auto end-markets, which we expect to recover beginning in 2023. (although a portion of their auto exposure comes from the company's NXT/tire products which are used in replacement tires and not directly correlated to new vehicles sales)." The company's ratings benefit from an uplift from KCC Corp. (BB+/Stable/--). KCC Corp. is the majority owner of Momentive, and as of 2020, the company began to consolidate MPM within its financials. KCC also recently increased its stake in the company via the contribution of its own silicones business. The acquisition brought a modest amount of EBITDA to MPM, along with the potential for future synergy realization, without any additional debt. S&P views the parent's ownership, the contribution of its silicones business, as well as its guarantee of MPM's second-lien term loan, as supportive of the rating, and thus apply a one notch rating uplift. The positive outlook reflects S&P Global Ratings' expectation that Momentive's operating performance will continue to improve in 2022, with financial metrics remaining solid for the rating over the next 12 months. Persistent demand strength throughout 2021 has coincided with the strongest siloxane pricing in years, and the company's backlog remains robust. This strength has come despite sluggish auto production--one of the company's largest end-markets. S&P said, "We believe a rebound in auto production, as well as GDP plus growth in key end markets such as health care and electronics will support demand and volume growth beyond 2021. Additionally, we expect that MPM's relationship with KCC, and management's ongoing restructuring initiatives, should be accretive to margins over our forecast period. In our base case scenario, we expect credit metrics will improve, such that weighted average S&P Global Ratings-adjusted debt to EBITDA approaches 5x. Our positive outlook does not anticipate any large debt-funded acquisitions or shareholder rewards and considers potential support from KCC Corp." S&P said, "We could revise our outlook on Momentive to stable over the next 12 months if debt to EBITDA were to approach 6x on a weighted average basis. Factors that could contribute to poor operating performance, and worsening credit metrics, include a global economic slowdown, worsening chip issues that impairs the autos market more, higher or more volatile raw material pricing, which the company is unable to pass on to customers in a timely manner, and persistent logistical and raw material sourcing challenges. In such a downside scenario, we would expect revenue growth 5% lower than our current forecast and would anticipate EBITDA margin contraction of 100 to 200 bps. We could also lower our ratings on the company if we no longer believed KCC would provide adequate support to Momentive, or if the company pursued more aggressive financial policies, including any shareholder distributions. "We could consider an upgrade within the next 12 months if the company continues to execute its productivity initiatives, while end-market demand remains within our current expectations. Such a scenario would most likely be driven by higher margins from an improved product mix, the continued realization of synergies and cost reductions from ongoing restructuring, and stable global product demand supporting marginal volume growth. In an upside scenario, we would expect EBITDA margin improvement of about 100 bps above our base case, along with slightly higher-than-expected revenue growth. We would also expect debt to EBITDA would be maintained around 5x on a weighted average basis after accounting for potential business cyclicality, along with continued positive free cash flow. In addition, we could raise our ratings on the company if our assessment of Momentive's group status within KCC improved." NESV ICE: Unsecureds to Get Share of Contribution, Avoidance Action ------------------------------------------------------------------- NESV Ice, LLC and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Massachusetts a Disclosure Statement with respect to Joint Plan of Reorganization dated Feb. 1, 2022. The Debtors were organized in contemplation of the development, construction and operation of the New England Sports Village, a planned athletic, entertainment, and hospitality complex located on a 138.3-acre site in Attleboro, Massachusetts. Each Debtor owns a parcel of real property at the Site. At this time, NESV Ice, LLC is the only Debtor operating a business. The Plan will be funded from the Plan Loan of approximately $12,000,000, the SP Plan Contribution of approximately $1,000,000, and the Reorganized Debtors' continued operations. ASVL has agreed to release its Liens against the Debtors and convert its Claims into Equity Interests in a new holding company that will own the Reorganized Debtors' new Equity Interests. The DIP Loan will also be converted to Equity Interests in the new holding company. The Plan permits the Debtors to restructure their debts, continue operations and proceed with the further development of their planned sports village. Allowed Secured Claims and Allowed Administrative Expense Claims will be paid in full, and General Unsecured Claims will receive a Pro Rata share of a cash contribution as well as a share in the net recoveries from Avoidance Actions. Absent the restructuring proposed under the Plan, the Proponents believe that the Debtors' assets will be liquidated and, with the exception of claims for real estate taxes and the holder of the first mortgage on the Debtors property, no creditors will receive any meaningful recovery on account of their claims. The Proponents believe that the Plan presents the best alternative for a recovery for all of the Debtors' creditors. Classes 6A through 6G consist of the General Unsecured Claims against the Debtors. Each holder of an Allowed General Unsecured Claim shall be receive a Pro Rata share of: (a) the Plan Payment paid by the Debtor against whom such Claim has been Allowed, and (b) 50% of the Net Proceeds of any Avoidance Actions recovered by the Debtor against whom such Claim has been Allowed. The allowed unsecured claims total $0 to $14,000,000. Classes 7A through 7G consist of the Subordinated SHS Claims against the Debtors. The Subordinated SHS Claims and any Liens securing those Claims shall be discharged and released. The allowed unsecured claims total $12,000,000 to $18,000,000. Classes 8A through 8G consist of the Equity Interests in the Debtors. All Equity Interests in the Debtors shall be cancelled on the Effective Date, and 100% of the new Equity Interests in the Reorganized Debtors shall be issued to NESV Holding. The Plan will be funded by the Plan Loan, the Plan Contribution and from the Debtors' continued operations. Upon the Effective Date, the Debtors are authorized to take all action permitted by their Organization Documents and by the law, including, without limitation, to use their Cash and other Assets for all purposes provided for in the Plan and in their operations, to borrow funds, to obtain new financing secured by their Assets (provided such financing is not secured by a Lien senior to the Liens retained by certain creditors under the Plan), and to grant liens on their unencumbered Assets. On the Effective Date, SP shall make the Plan Loan to the Reorganized Debtors to be used to pay the Allowed Secured Real Estate Tax Claims and to make the payment required by section 4.2(c)(i)(A) of the Plan. The Plan Loan shall be secured by Liens on all of the Debtors' Assets that are junior only to the Liens retained by SHS. Commencing on the first full month following the 180th day after the Effective Date, the Reorganized Debtors shall commence making monthly payments to SP of interest only, calculated using the Plan Interest Rate. On the Effective Date, SP shall make its Plan Contribution to the Reorganized Debtors. A full-text copy of the Disclosure Statement dated Feb 1, 2022, is available at https://bit.ly/3Hyo7zl from PacerMonitor.com at no charge. Co-Counsel for Shubh Patel: Donald R. Lassman, Esq. Law Office f Donald R. Lassman -and- Harold B. Murphy, Esq. D. Ethan Jeffery, Esq Murphy& King, Professional Corporation Counsel for Debtors: Joseph M. Downes III, Esq. William S. McMahon, Esq. Downes McMahon LLP Counsel for Ashcroft Sullivan Sports: Gary M. Hogan, Esq. Baker, Braverman & Barbadoro, P.C. About NESV Ice NESV Ice, LLC, and affiliates, NESV Swim LLC, NESV Field LLC, NESV Hotel LLC, NESV Tennis LLC, NESV Land LLC, and NESV Land East LLC, offer fitness and sports training services. The Debtors filed petitions for Chapter 11 protection (Bankr. D. Mass. Lead Case No. 21-11226) on Aug. 26, 2021. In its petition, NESV Ice listed as much as $50 million in both assets and liabilities. Stuart Silberberg, manager, signed the petitions. Judge Christopher J. Panos oversees the cases. William McMahon, Esq., at Downes McMahon, LLP, is the Debtors' legal counsel. NEWBRIDGE: Fitch Rates USD209.4MM Rev. Refunding Bonds 'BB+' ------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to approximately $209.4 million revenue refunding (forward delivery) bonds, series 2022 expected to be issued by the Massachusetts Development Finance Agency (the agency) on behalf of NewBridge on the Charles, Inc. Fitch has also assigned a 'BB+' Issuer Default Rating (IDR) to NewBridge and affirmed the 'BB+' rating on approximately $236 million outstanding revenue refunding bonds, series 2017 previously issued by the agency on its behalf. The Rating Outlook is Stable. Proceeds from the series 2022 bonds will be used to refinance all but approximately $18 million of NewBridge's outstanding series 2017 bonds and pay the costs of issuance. The bonds are expected to price on or about Feb. 28 via negotiation and will be issued as forward delivery bonds that are expected to settle July 1, 2022. SECURITY The bonds are secured by a mortgage on the retirement community facility, a security interest in NewBridge's collateral, as defined in the Master Trust Indenture, including gross revenues, and a debt service reserve fund. ANALYTICAL CONCLUSION The 'BB+' rating reflects NewBridge's high debt burden and limited financial cushion, which are the primary constraints on the rating despite strong business profile attributes. NewBridge's strong revenue defensibility reflects good demand for services, as indicated by high independent living unit (ILU) occupancy, and supported by its location in a socioeconomically strong primary market area (PMA) and its relationship with Hebrew SeniorLife (HSL), which gives NewBridge a favorable reputation outside of its PMA and Massachusetts. NewBridge's operating performance has historically been solid. Its capital needs are minimal, and its capital-related metrics, while elevated, are likely to moderate due to debt service savings resulting from the series 2022 transaction. KEY RATING DRIVERS Revenue Defensibility: 'a' High Occupancy; Strong Market Position NewBridge's strong revenue defensibility reflects good demand for its services, as indicated by historical ILU occupancy generally between 92% and 98% and a robust waiting list. Good demand is supported by its location in a socioeconomically strong PMA and its relationship with HSL. This gives NewBridge a favorable reputation outside of its PMA and Massachusetts and mitigates its exposure to the competitive pressures and pricing characteristics of its immediate geographic area. Operating Risk: 'bbb' Strong Operations, High But Improving Debt Burden Fitch's assessment of NewBridge's operating risk reflects its predominantly type-C contract mix and strong overall operating performance, which has historically been enhanced by capital contributions from HSL and lease payments from Hebrew Rehabilitation Center (HRC) for its short-term rehabilitation units, offset by its high debt burden. Fitch expects NewBridge's capital-related metrics to moderate but remain elevated as a result of debt service savings to be realized as a result of the series 2022 transaction. Financial Profile: 'bb' Limited Financial Cushion; Improved MADS Coverage At fiscal year-end 2021, NewBridge had relatively slim cash-to-adjusted debt of 34.2% and pro forma maximum annual debt service (MADS) coverage of 1.6x. NewBridge's leverage metrics remain consistent with these levels throughout Fitch's stress case scenario, supporting a 'bb' assessment of its financial profile given its 'a' revenue defensibility and 'bbb' operating risk assessments. Asymmetric Additional Risk Considerations No asymmetric risk considerations are relevant to the rating. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Significant balance sheet improvement could elevate the rating if debt moderates and NewBridge's liquidity position improves, with cash-to-adjusted debt stabilizing comfortably above 40% throughout Fitch's stress case scenario. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- Operating profitability or weakness or unexpected notable reduction in ILU occupancy such that NewBridge experiences sustained deterioration in liquidity to levels below 20% cash- to-adjusted debt or reduced MADS coverage at sustained levels below 1.2x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE NewBridge is a life plan community (LPC) with 256 ILUs, 51 assisted living units (ALUs) and 40 memory support units. NewBridge also includes a health care center (HCC) with 48 skilled nursing facility (SNF) beds dedicated to short-term rehabilitative care and 220 long-term chronic care beds. The HCC is leased by HRC, an affiliated entity of HSL.. All facilities are located on an expansive 162-acre campus in Dedham, MA, about 10 miles southwest of downtown Boston and just north and east of Route 128/I-95. NewBridge had total operating revenues of $54.5 million and total assets of $302.4 million in fiscal 2021 (YE Sept. 30). The financial analysis and figures cited in this release are for NewBridge only and do not include HCC's revenues and expenses. The revenues and expenses of HRC's operations in the leased space are not reflected in NewBridge's financial statements, only the earnings related to the lease agreement. Revenue Defensibility Driven by NewBridge's attractive facilities, favorable location and quality reputation, occupancy at all levels of care has historically been strong. An average of 96% of ILUs, 94% of ALUs, 94% of HCC beds (long term chronic care and skilled nursing) and 96% of memory care units were occupied from fiscal 2018 to fiscal 2021. Management reports a strong recovery in marketing activity and ILU move ins in fiscal 2021 and year-to-date fiscal 2022, following the operational disruptions caused by the coronavirus pandemic. In addition, NewBridge's waitlist continues to be robust, totaling 181 prospective residents as of Dec. 31, 2021. NewBridge's PMA encompasses 26 zip codes in and around its campus in Dedham, MA and draws from a broad base of residents. Socioeconomic indicators in NewBridge's PMA are very strong, characterized by low unemployment, solid population growth and high wealth levels. NewBridge's strong, stable occupancy indicates that it competes effectively against the five other LPCs in its PMA. NewBridge's residents originate both from within Massachusetts and from outside the state (approximately 41% of ILU entrants in fiscal 2021). Fitch attributes this to the community's favorable reputation for quality care, attractive facilities and unique service offerings, as well as to its affiliation with HSL and historical ties to Jewish-related organizations. NewBridge's weighted average entrance fee is high at over $1.1 million. However, Fitch considers this affordable in the context of the very strong socioeconomic indicators of the PMA. NewBridge's strong occupancy and considerable draw from outside the PMA and Massachusetts lessen concerns about its high price point, as it mitigates the community's exposure to the pricing characteristics of its immediate geographic area. NewBridge's weighted average monthly fees are similarly high at $5,993, but the community has a demonstrated track record of regular rate increases of between 3% and 4% per year, indicating a high degree of pricing flexibility. Operating Risk NewBridge is a predominantly type-C (fee-for-service) LPC that in Fitch's view provides maximum flexibility to pass through the cost volatility of its healthcare liability to its revenue base. NewBridge's overall operating performance has historically been strong, with average operating ratio of 94.3%, net operating margin (NOM) of 24.7% and NOM-adjusted of 32.2%. NewBridge's cash flow performance has been somewhat compressed in recent years, with NOM-adjusted of 28.8% in fiscal 2020 and 29.3% in fiscal 2021, due in part to its efforts to convert its contract mix to predominantly 50% refundable from a predominantly 90% refundable contract. While Fitch believes this conversion could continue to compress cash flow margins in the short term, over the long term the strategy is likely to reap benefits for the community by reducing its refund liability and increasing its retained cash flow. Since NewBridge's inception, it has benefitted from significant capital contributions from HSL, totaling approximately $22.8 million through Sept. 30, 2021. HSL has deferred all incentive and affiliate management fees since NewBridge opened (worth $17.2 million as of Sept. 30, 2021), but regular management fees based on 4% of revenues were transferred to HSL. HSL also supplied $6 million of equity to partially fund the debt service reserve for the series 2017 bonds. Repayment of HSL's financial commitments are subordinate to debt service and capital expenditures, whereby NewBridge will ensure DCOH exceeds 325 days before paying back HSL. Fitch believes this arrangement will enhance NewBridge's revenues and allow the community's operating profitability and debt service coverage to improve over time. NewBridge's operating cash flow is also supported by HCC lease payments from HRC, which totaled $8.3 million in fiscal 2021. The lease agreement with HRC provides the community with monthly rental payments that are equal to 100% of net revenues of the leased space after payment of direct expenses related to those operations, which Fitch believes will also provide NewBridge with a consistent, diversified revenue source. HCC's operations are supported by a relatively large private pay business (about 35% of net patient service revenues) and strong history of contracts with MassHealth for residents with Medicaid. HRC's most recent MassHealth contract resulted in a per diem rate increase of over 7% for fiscal year ended Sept. 30, 2021, which is favorable when compared to the broader market. NewBridge's average age of plant is 11.2 years, indicating a low degree of lifecycle capital needs and justifying its historically modest capex that averaged about 20.6% of depreciation expense in fiscals 2018-2021. NewBridge's track record of strong occupancy indicates that its plant and facilities are of sufficient quality to meet market demand for amenities and services. NewBridge has historically had a high debt burden with average revenue-only MADS coverage of 1.0x and debt-to-net available of 12.6x in fiscals 2018-2021 and MADS representing a high 24.6% of revenues in fiscal 2021. NewBridge estimates that after the series 2022 transaction, its MADS will improve to about $11.8 million (including debt service on the series 2017 bonds that will remain outstanding) from about $13.4 million, resulting in somewhat moderated capital-related metrics, with pro-forma revenue-only MADS coverage of 1.2x in fiscal 2021 and pro forma MADS representing 21.6% of fiscal 2021 revenues. Financial Profile As of fiscal year-end 2021, NewBridge had $67.4 million in unrestricted cash and investments representing a slim 34.2% cash-to-adjusted debt. Pro forma MADS coverage is solid at 1.6x and improved from previous levels of 1.4x prior to the series 2022 transaction. NewBridge maintains leverage metrics consistent with these levels throughout Fitch's stress case scenario, supporting Fitch's 'bb' financial profile assessment given its 'a' revenue defensibility and 'bbb' operating risk assessments. Asymmetric Additional Risk Considerations No asymmetric risks are relevant to the rating. The series 2022 bonds are expected to be issued as fixed rate and fully amortizing. ESG CONSIDERATIONS NewBridge on the Charles, Inc. (MA) has an ESG Relevance Score of '4' [+] for Group Structure due to its relationship with HSL. NewBridge's sole corporate member and manager is HSL, a prominent senior services enterprise that is affiliated with Harvard Medical School and has significant long-term care operations in the Boston region. This has a positive impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. NEXTPLAY TECHNOLOGIES: Two Proposals Approved at Special Meeting ---------------------------------------------------------------- NextPlay Technologies, Inc. held a Special Meeting of Stockholders in a virtual format at which the stockholders: (1) approved the issuance of 1,250,000 shares of the Company's common stock as consideration for the purchase of certain intellectual property of Token IQ Inc., an entity owned and controlled by Mark Vange, the Company's chief technology officer; (2) approved the issuance of 1,666,667 shares of the Company's common stock as consideration for the purchase of certain intellectual property of Fighter Base Publishing Inc., an entity owned and controlled by Mark Vange, the Company's chief technology officer; (3) did not approve an amendment to the exercise price provisions of those warrants issued in connection with a registered direct offering of the Company's securities pursuant to that Stock Purchase Agreement entered into by and among the Company and certain investors on Nov. 1, 2021, and specifically to remove the $1.97 floor price of the Warrants such that the exercise price of the Warrants may be reduced below the Floor Price in the event that the Company issues or enters into any agreement to issue securities for consideration less than the then current exercise price of the warrants; and (4) did not authorize the adjournment of the Special Meeting to permit the Company's board of directors to solicit additional proxies in favor of the proposals voted on at the Special Meeting. As previously disclosed in the Current Report on Form 8-K filed by the Company with the Commission on Nov. 3, 2021, the Company has agreed to hold a meeting of its stockholders every three months for so long as the Warrants remain outstanding to obtain stockholder approval of the Warrant Amendment. About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. Monaker Group reported a net loss of $16.51 million for the year ended Feb. 28, 2021, compared to a net loss of $9.45 million for the year ended Feb. 29, 2020. As of Nov. 30, 2021, the Company had $120.96 million in total assets, $31.01 million in total liabilities, and $89.95 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 7, 2021, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Hikes Authorized Common Shares to 150M --------------------------------------------------------------- At NovaBay Pharmaceuticals, Inc.'s special meeting of stockholders, the stockholders approved an amendment to the company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the company's common stock from 100,000,000 to 150,000,000. The amendment became effective upon NovaBay's filing of the amendment with the Secretary of State of Delaware on Jan. 31, 2022. 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 for the year ended Dec. 31, 2018. 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 US Patent for AVERSA by USPTO -------------------------------------------------------- Nutriband Inc. received an Issue Notification from the United States Patent and Trademark Office (USPTO) for its United States patent entitled, "Abuse and Misuse Deterrent Transdermal System," that protects its AVERSA transdermal abuse deterrent technology. Nutriband's AVERSA abuse deterrent technology can be utilized to incorporate aversive agents into transdermal patches to prevent the abuse, diversion, misuse and accidental exposure of drugs with abuse potential. The technology is covered by a broad intellectual property portfolio with patents granted in the United States, Europe, Japan, Korea, Russia, Mexico, and Australia. This patent protects Nutriband's lead product, AVERSA Fentanyl, based on its proprietary AVERSA abuse deterrent transdermal technology. AVERSA Fentanyl has the potential to be the world's first fentanyl transdermal system with abuse deterrent properties. In addition, the company recently announced an expanded product development pipeline that includes AVERSA buprenorphine and AVERSA methylphenidate which have the potential to be the first abuse deterrent versions of those transdermal drugs. "The issuance of the US patent on our abuse deterrent transdermal technology is the culmination of years of hard work, dedication and persistence by my co-inventors and colleagues who made this possible. Our team is excited to utilize the AVERSA patent-protected technology in our recently announced expanded pipeline to improve the safety profile of transdermal drugs that are susceptible to abuse and misuse," said Alan Smith, Ph.D., chief operating officer, Nutriband. "I would like to congratulate our team on achieving this important milestone for Nutriband. Issuance of the US patent will further serve to protect our AVERSA technology platform that can be deployed in almost any transdermal product that carries a risk of abuse or misuse. It is our mission to reduce the risk profile of these drugs while ensuring availability for patients that need them," said Gareth Sheridan, CEO, Nutriband. 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, a net loss of $2.72 million for the year ended Jan. 31, 2020, and a net loss of $3.33 million for the year ended Jan. 31, 2019. 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. PROFESSIONAL DIVERSITY: Launches Stock Buyback Program ------------------------------------------------------ Professional Diversity Network, Inc.'s Board of Directors has approved the repurchase of up to $2 million worth of its outstanding common stock from time to time on the open market or in privately negotiated transactions. "‎This investment reflects our confidence in the Company's operating fundamentals and growth prospects. We believe that this stock repurchase program demonstrates our continued commitment to deliver long-term shareholder value," said Adam He, CEO of Professional Diversity Network Inc.‎ The timing and amount of any shares repurchased will be determined by the Company's management based on its evaluation of market conditions and other factors. Repurchases may also be made under a Rule 10b5-1 plan of the Securities Exchange Act of 1934, which would permit shares to be repurchased when the company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time in the Company's sole discretion. Any repurchased shares will be available for use in connection with its stock plans and for other corporate purposes. The repurchase program will be funded using the Company's working capital. As of Dec. 31, 2021, the Company had cash, cash equivalents and marketable securities of approximately $3.6 million (unaudited). IPDN had 7,386,830 shares of common stock on the open market as of Dec. 31, 2021. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to recruit diverse employees. Its mission is to utilize the collective strength of its affiliate companies, members, partners and unique proprietary platform to be the standard in business diversity recruiting, networking and professional development for women, minorities, veterans, LGBT and disabled persons globally. Professional Diversity reported a net loss of $4.35 million for the year ended Dec. 31, 2020, compared to a net loss of $3.84 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $9.80 million in total assets, $5.45 million in total liabilities, and $4.35 million in total stockholders' equity. Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 9, 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. PROFESSIONAL TECHNICAL: Hits Bankruptcy, Owes IRS $17M ------------------------------------------------------ Alex Barreira of San Francisco Business Times reports that a San Francisco company that bills itself as one of the Bay Area's largest building security outfits has filed for Chapter 11 bankruptcy protection in the face of millions of dollars in unpaid taxes and shortly after it was sued by a former employee. Professional Technology Security Services Inc., or ProTech Security, which provides professional security staffing for local commercial and residential buildings, claimed liabilities of more than $26 million in the filing. The company estimates $17 million of those liabilities are from "unpaid payroll taxes," per the filing Tuesday in the Northern District of California U.S. Bankruptcy Court. Another liability claim listed for about $1.2 million -- a claim ProTech listed as "disputed" in its filing -- is from the San Francisco Office of Labor Standards Enforcement for allegedly violating the local Paid Parental Leave Ordinance, which entitles employees with a new child to receive up to eight weeks of supplemental compensation from their employer. The claim includes assessed penalties of just over $660,000, with the remaining sum to be returned to affected workers. In an emailed statement, the OLSE said ProTech had the option to appeal the ruling at an administrative hearing but did not do so. In addition, the company along with its owner and founder Sergio Reyes and another manager were sued in December by a former employee who alleges Reyes attempted to coerce her into showing him her breasts and made suggestive remarks about her body, according to the employee's complaint. She alleged that her direct manager made repeated unwanted sexual advances and shoved her several times, her lawsuit states. The female ex-employee is also accusing the company of retaliation, saying she was fired within a few months of her first complaints to human resources, according to her filing in San Francisco Superior Court. She is seeking damages for an amount to-be-determined at trial if the case progresses to that stage. ProTech has not yet filed a response to the lawsuit in court; a case management conference is scheduled for June 15, 2022. The company's bankruptcy attorney, Stephen Finestone of San Francisco-based Finestone Hayes LLP, told me this week he doesn't expect the Chapter 11 filing to impact ProTech's business operations. He said the reason for the filing was due to the company's tax debt and various ongoing litigation. "The company felt filing Chapter 11 was the best way to get a little bit of a breather and restructure in order to deal with those things," Finestone said. "Then the company hopes to either attract an investor or a purchaser who will acquire the company in an amount sufficient to pay creditors." ProTech Security was established in 1994 by Reyes and has a satellite office in Oakland on Broadway. Other liabilities the company listed in its bankruptcy filing include $2.6 million to the state Employment Development Department’s Bankruptcy Unit, in the form of a tax lien on company-owned property. Another claim, which ProTech disputes in its bankruptcy filing, is for $550,000 in unpaid business, payroll and property taxes owed to the city and county of San Francisco. The company reports more than $14 million in assets, including $8.9 million in estimated net operating losses for the past tax year, and $3.4 million in accounts receivable. About Professional Technical Professional Technical Security Services Inc., d/b/a Protech Bay Area, is a company that provides professional security staffing. Professional Technical Security Services Inc. sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 22-30062) on Feb. 1, 2022. In its petition, it listed assets of more than $14 million and liabilities of more than $26 million. The Debtor's counsel: Stephen D. Finestone Finestone Hayes LLP Tel: (415) 421-2624 E-mail: sfinestone@fhlawllp.com PUERTO RICO: Director Jeresko Head Quits as Bankruptcy Ends ----------------------------------------------------------- Jim Wyss of Bloomberg News reports that Natalie Jaresko, the executive director of Puerto Rico's Financial Oversight and Management Board, is resigning after helping the U.S. commonwealth through a historic bankruptcy. Ms. Jaresko will step down April 1, shortly after a federal judge approved a debt-restructuring plan that will allow the island to emerge from the biggest municipal bankruptcy in U.S. history. In a statement, the oversight board said it's beginning the search for a new executive director and that Jaresko will assist with the transition. In the position since March 2017, Jaresko helped hammer out the contentious deal approved last January 2022 that slashed Puerto Rico’s overall debt by about 80%, according to the board. Puerto Rico's record bankruptcy drama ends after debt plan okayed. "Puerto Rico has the strength, and the people of Puerto Rico have the dedication, to end this crisis and build a better future," Jaresko said in a statement, adding that the debt reduction had led the Caribbean island to "an important turning point." While the board has been seen as a key player in fending off Puerto Rico's creditors, the body's power over local finances -- and its ability to overrule elected officials -- have also fueled resentment. In statement, Governor Pedro Pierluisi acknowledged the "great differences" he'd had with the board, particularly around pension reform and "micromanaging government operations," but he said Jaresko had always "worked in good faith and in favor of what she believes is for the benefit of Puerto Rico in the long run." "I wish her great success in her future endeavors and urge the members of the FOMB to ensure that whoever replaces her knows that we are in a transition stage toward the end of the Board's mandate," he said. Before becoming executive director, Jaresko worked for the U.S. Department of State, was the Finance Minister of Ukraine from 2014 through 2016, and was a founding partner of Horizon Capital private equity fund. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. PUNCH BOWL SOCIAL: Makes Comeback After Bankruptcy -------------------------------------------------- Ed Sealover of the Denver Business Journal reports that following the months-long shuttering of all of its locations and bankruptcy protection, the chain is largely staffed up again and offering a renewed focus on Colorado-based food and healthier options. Punch Bowl Social has hired back its former culinary director and tripled the size of its menu in recent months as the Denver-based chain continues to make a comeback from pandemic depths that saw it lay off almost all its staff and seek bankruptcy protection. After moving to begin reopening most of its 15 stores -- 14 of which are operating currently -- shortly after former primary lender CrowdOut Capital bought it out of bankruptcy in May, Punch Bowl operated with a menu of just 12 to 14 items throughout much of 2021. The reduced offerings were needed due to supply-chain and labor shortages, co-CEO Richard Flaherty said in an interview. But after getting its feet back under it, the "eatertainment" concept rehired culinary director Christopher Cina, who had been laid off when it shut down all its operations in mid-March 2020, and he began looking for ways to reinvigorate the menu. Cina kept top-selling classics like the Alabama Chicken Sandwich and the Chicken 'N' Waffles entrée, but he also looked at what he could bring to the table that represented the chain’s Colorado roots better and catered to increasing customer desire for healthier items. Adding a touch of hometown pride to the menu is a bison patty melt expected to roll out nationally in February after Punch Bowl secured a commitment from a Colorado rancher to be able to supply all its stores. Meanwhile, Cina has brought back the Superfood Grain Bowl and added more offerings like the Roasted Beet Salad that sync with healthier lifestyles. Cina said that he believes the roughly 37-item menu now resembles what Punch Bowl was offering during the years of 2016-18, when it was winning national accolades, before it turned its focus away from food and more toward growth. "To me, Punch Bowl was extremely creative. It was a vibrant conceptAnd somewhere along the way, it lost its footing." As the chain grew, many people associated it with its range of games -- from bowling to miniature golf to virtual-reality booths -- that led it to be such a draw for corporate parties and other group gatherings. But the concept doesn’t work without a menu of scratch-made food and craft cocktails that patrons can’t find at other places that combine entertainment and eating but often treat the menu like a secondary project, Flaherty said. Corporate business has not returned anywhere close to pre-pandemic levels, but individual reservation dining has, and Flaherty said the menu changes are directed at that segment and the pent-up demand of individuals. The company also found a new niche offering family holiday parties and other small-group gatherings over the final quarter of 2021, and it believes that could be a lucrative focus going forward. Punch Bowl also has reconfigured its drink menu, ditching the pre-made syrups that it employed during its reopening phase and returning to scratch-made syrups and fresh juices, also with an eye on the healthy crowd, beverage director Sean Zawadzki said. The concept is at 100% staffing levels for restaurant management again, though it’s running with about 70% to 80% of the hourly staff it would like, Flaherty said. All but one of its 14 operating locations are open daily for lunch, dinner and weekend brunch again, while the holdout still manages to operate five days a week, he added. About Punch Bowl Social Punch Bowl Social is a restaurant chain that offers the best in fun with a great lineup of arcade games, karaoke, food, craft cocktails and drinks, and hosting your events. PBS Brand Co., LLC, and its affiliates own Punch Bowl Social, a chain of "eatertainment" venues that blends best in category scratch-kitchen culinary specialties, and craft cocktail and craft non-alcoholic programs. On Dec. 21, 2020, PBS Brand Co., LLC, and its affiliates, including Punch Bowl Social, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13157). The cases are pending before the Honorable John T. Dorsey and are being jointly administered for procedural purposes under Case No. 20-13157. PBS Brands was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped MORRIS JAMES LLP as bankruptcy counsel; and GAVIN/SOLMONESE as restructuring advisor. OMNI AGENT SOLUTIONS is the claims agent. RENNOVA HEALTH: Signs Deal to Sell $1.5M Series P Preferred Shares ------------------------------------------------------------------ Rennova Health, Inc. entered into a Securities Purchase Agreement, dated as of Jan. 31, 2022, with certain existing institutional investors of the Company. The Purchase Agreement provides for the issuance of up to 1,650 shares of Series P Convertible Redeemable Preferred Stock at two closings, the first of 1,100 shares and the second of 550 shares. If all such shares of Series P Preferred Stock are issued, the Company will receive proceeds of $1,500,000. As previously described in its Information Statement that has been mailed to the Company' stockholders, the Board of Directors and stockholders of the Company have approved a proposal to amend the Company's Certificate of Incorporation, as amended, to effect a reverse split of all of the outstanding shares of common stock, at a specific ratio from 1-for-2,000 to 1-for-10,000, and to grant authorization to the Board of Directors to determine, in its discretion, the specific ratio and timing of the reverse split any time before Dec. 31, 2022, subject to the Board of Directors' discretion to abandon such amendment. The Purchase Agreement provides that the first closing will occur on the date that the reverse split becomes effective. At the first closing, the Company will issue 1,100 shares of Series P Preferred Stock and receive proceeds of $1,000,000. The second closing will occur on March 1, 2022, provided that the first closing has occurred prior to that date. If the second closing occurs, the Company will issue 550 shares of Series P Preferred Stock and receive proceeds of $500,000. Both closings are subject to the Company's satisfaction of certain additional conditions. There can be no guarantee that either closing will take place. In addition, the Purchase Agreement restricts the Company's use of any proceeds of issuances of the Series P Preferred Stock. Any shares of Series P Preferred Stock that may be issued under the Purchase Agreement will be issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering. As a result of conversions of shares of the Company's preferred stock, the Company currently has 44,272,000,000 shares of common stock issued and outstanding. The Company is currently authorized to issue 50,000,000,000 shares of common stock. As also described in the Company's Information Statement, the Board of Directors and the stockholders of the Company have approved a proposal to amend the Company's Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 50,000,000,000 to 250,000,000,000. Until the effectiveness of a reverse split and/or an increase in the authorized shares, the Company is limited in its ability to issue additional shares of common stock. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals and a physician's office in Tennessee and a physician's office in Kentucky and provides diagnostics and supportive software solutions to healthcare providers. Rennova Health reported a net loss of $18.34 million for the year ended Dec. 31, 2020, compared to a net loss of $48.03 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $20.50 million in total assets, $58.01 million in total liabilities, and a total stockholders' deficit of $37.51 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has recognized recurring losses and negative cash flows from operations, and currently has minimal revenue producing activities. This raises substantial doubt about the Company's ability to continue as a going concern. RESTORNATIONS: Obtains Financing from FMC Lending; Amends Plan -------------------------------------------------------------- Restornations submitted an Amended Chapter 11 Plan and a corresponding Disclosure Statement. The Plan proposes to restructure the financial affairs of Restornations. The Debtor attempted to avoid bankruptcy at all cost and filed a State Court Action prior to filing bankruptcy. However, due to Harlan Helvey's, continued unlawful acts and his unlawful attempts to be unjustly enriched by attempting to foreclose on Debtor's properties, Harlan Helvey, forced Debtor to file bankruptcy to stop him from being unjustly enriched and continuing to carryout illegal activities as an Unauthorized/Unlicensed Lender. The Debtor will pay $12,169.79 upfront to Genesis in a lump sum. Interest is included in the monthly payment amount of $153.86. Additionally, payments under the Plan to Genesis are also subject to change upon Debtor's successful objection to Genesis' Proof of Claim. The Debtor does not have any Unsecured Creditors or Claims (any prior Unsecured Creditors were paid), and as a result no Unsecured Creditors or Claims are impaired. All other claims will receive 100% of their claims. The unsecured claim of Harlan Helvey in the amount of $65,000 was also paid off. Debtor is entitled to an offset of $107,171.89 against any debt owed to Harlan Helvey by Debtor, as Harlan Helvey has already been unjustly enriched and unlawfully received $107,171.89 which he is not entitled to. After dismissal of the BAIC bankruptcy, Mr. Helvey, carried out his predatory lending practices and tried to foreclose on BAIC's property claiming that the property was secured by said debt and BAIC paid Mr. Helvey, the full amount of $172,171.89, which, Mr. Helvey, unscrupulously tripled in his efforts to deprive BAIC from redeeming the property from the foreclosure sale. Mr. Helvey's actions indicates his predatory lending practices. Debtor will have sufficient cash on hand on the effective date to pay all expenses, plan payments and/or claims that are listed in the Plan. The Debtor has successfully obtained loan approvals from different lenders and has also secured financing from FMC Lending, Inc., that would payoff all creditors and provide treatment of their claims. The Debtor has loan approvals from various lenders including FMC Lending to ensure that Debtor can make payments or payoff after the Court determines what Harlan Helvey is actually entitled to, following review of the illegality of his unlicensed lenders, misconduct of offsets. A full-text copy of the Amended Plan dated Feb 1, 2022, is available at https://bit.ly/3L9jCxs from PacerMonitor.com at no charge. Attorney for the Debtor: Michael E. Plotkin 225 South Lake Avenue, Suite 300 Pasadena, CA 91101 Tel: (626) 568-8088 Fax: (626) 568-8102 Email: mepesq@earthlink.net About Restornations Restornations sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10500) on March 24, 2021. At the time of the filing, the Debtor disclosed total assets of up to $10 million and liabilities of up to $500,000. Judge Victoria. Kaufman oversees the case. Michael E. Plotkin, Esq., is the Debtor's legal counsel. RIVERFRONT CRUISE: Updates Reorganization Plan ---------------------------------------------- Riverfront Cruise and Anticipation Yacht Charters, LLC, submitted a Fourth Amended Plan of Reorganization for Small Business. The Debtor and investor, Society 8 Management Group and its entity Lumax, LLC, are creating Riverfront Café Management, LLC. The Operating Agreement of Riverfront Café, provides that the Debtor owns 20% of Riverfront Café and Lumax owns 80%. Distributions under the Operating Agreement are 20% to Debtor and 80% to Lumax. The lease for the restaurant will be assumed and assigned to River Café. The direct restaurant operating expenses, including the payments due under the lease, shall be maintained by the investor Society 8 Management Group through its entity Lumax. The investor is also injecting $400,000 in the form of a capital contribution to pay the full reinstatement of the lease at confirmation and related expenses and this will not result in expenditure by the Debtor. Society 8 Management Group has been in the restaurant operations industry for over 20 years and has operated other highly successful restaurant operations including Sistrunk Marketplace, Wild Thyme at the Atlantic Hotel and Park and Ocean Restaurant with each of these restaurant operations being highly successful even after the post-COVID pandemic. The financial information relating to these other successful operations are available upon request subject to confidentiality. Debtor will continue to pursue other water bus services and related events. River Café will provide, through the Operating Agreement, payment of $2,000 per month beginning 30 days after the confirmation order is entered to fund the plan up to $100,000 which will be treated as a draw from the Debtor's annual distributions. The Amended Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 3 consists of Non-priority unsecured creditors. These creditors will receive a distribution of 5% for a total of $50,000.00 payable in 24 monthly payments of $2,083.33 per month beginning in month 37 after entry of the confirmation order. * The sole member of the Debtor, James Campbell, shall retain 100% of his equity interest in the Debtor. A full-text copy of the Fourth Amended Plan of Reorganization dated Jan. 31, 2022, is available at https://bit.ly/3Gl1v49 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., is the Debtor's legal counsel. ROCHESTER DRUG: Indivior Lost Bid to Disqualify Class Rep. ---------------------------------------------------------- Holly Barker of Bloomberg Law reports that Indivior Inc. lost its revived bid to disqualify Rochester Drug Co-Operative as a class representative in litigation over an alleged product hop scheme, after the U.S. District Court for the Eastern District of Pennsylvania said its bankruptcy hadn't deprived it of standing. Rochester's bankruptcy plan required it to assign its antitrust claims to a liquidating trust in March 2021. When it did so, it validly assigned its interest in the case. But an entity that sells its interest in a cause of action isn't deprived of standing, and neither is an assignee of antitrust claims, Judge Mitchell S. Goldberg said. About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc., is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. ROCKPOINT GAS: Fitch Affirms 'B-' LT IDRs, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed the 'B-' Long-Term Issuer Default Ratings (IDRs) of Rockpoint Gas Storage Partners LP (ROCGAS) and Rockpoint Gas Storage Canada Ltd. (RGSCAN). Fitch has also affirmed RGSCAN's 2023 senior secured notes at 'B'/'RR3'. The Rating Outlook is Stable for both entities. The ratings reflect ROCGAS's smaller relative size, with typical EBITDA of less than $300 million annually, higher relative business risk with operations in the volatile midstream subsegment of natural gas storage, and a geographic concentration in the province of Alberta. These factors are offset by leverage that is strong for the rating category and solid sponsor support. Fitch has applied 100% equity credit to subordinated indebtedness provided by ROCGAS's sponsor, Brookfield Asset Management Inc. (BAM). The Stable Outlook is based on solid performance versus Fitch targets and expectations for a continued improvement in market fundamentals leading to more consistent and higher values ascribed to natural gas storage. KEY RATING DRIVERS Reverberations from Winter Storm Uri: ROCGAS realized increased EBITDA from delivering natural gas in during Texas' winter storm Uri in February 2021. While these gains were short-term, Fitch believes a more lasting outcome from this extreme weather event may be an increase in the value ascribed to natural gas storage. This could result in higher rates for ROCGAS, higher utilization levels and/or longer duration contracts. Current time-spreads for the following three winters in the markets ROCGAS serves are indicative of higher prices, compared to recent history. Winter vs Summer Prices: Time-spreads, the difference between natural gas prices in summer versus winter months, are one of the main drivers of the fees ROCGAS can charge for its storage services. These spreads are driven by regional market and nonmarket factors. ROCGAS operates in distinctly different regions of North America, the most important of which are the AECO Hub in Southern Alberta and PG&E Citygate in Northern California. Spreads compressed at AECO for much of the first nine months of 2021, relative to recent years, due to strong demand for post-winter storage fill and an extreme heat event that gripped the province in June and July 2021. However, AECO time-spreads covering the following three winters strengthened noticeably through the end of 2021. At PG&E Citygate, time-spreads remained strong throughout 2021, outside of 2Q21, compared to recent years, and, similar to AECO, time-spreads for the next three winters have improved considerably over the past 4-5 months. Contracting Targets: ROCGAS has set targets for the allocation of capacity to longer-term firm storage service (FSS) contracts, short-term storage service (STS) contracts and matched-booked proprietary storage positions (Optimization). The targeted allocation includes a higher percentage of FSS and STS contracts than currently exists. The trend of lower natural gas storage values across North America witnessed over the past number of years, versus longer dated history, has incited ROCGAS to sign shorter contract tenures and increase capacity used for optimization, as well as reduce overall utilization. Fitch views management's ability to both successfully re-contract where appropriate and replace lost contracted dollars with optimization revenue as central to the internally-driven aspect of the ROCGAS story. Fitch would view contract lengths at or beyond three years in Alberta and/or California, along with high overall utilization rates, as supportive of credit quality. Credit Metrics: Fitch expects leverage, as measured by total debt with equity credit to operating EBITDA, to be around 5.0x for the fiscal year ending March 31, 2022. This is strong for the current rating category. Fitch also expects to further decrease below 5.0x over the forecast period with steadily increasing EBITDA and a flat debt balance. The extent to which ROCGAS can continue to deliver stable annual results would be indicative of a stronger credit profile. LNG Read-Throughs: The expansion of LNG facilities in North America and the ultimate end use of the exported LNG are important factors to ROCGAS. The company has facilities in proximity to LNG production and/or operates within a market which benefits from having an LNG facility as an added outlet for natural gas production. U.S. LNG plants are showing baseload operations, not exerting negative pressure on time-spreads and are supportive of the storage sector. ROCGAS, however, competes against more diversified and larger companies that operate storage businesses and is more leveraged than most of these peers. ROCGAS is more exposed than the average storage operator with respect to an evolution of LNG exports that is adverse to the storage sector. Rating Linkages A parent-subsidiary relationship exists between ROCGAS (parent) and RGSCAN (subsidiary). Fitch determines ROCGAS' standalone credit profile (SCP) based upon consolidated credit metrics. Fitch considers RGSCAN to have a stronger SCP than ROCGAS. As such, Fitch has followed the stronger subsidiary path. Fitch views legal ringfencing as open as there are guarantees that flow between the parent and the subsidiary. Fitch evaluates Access & Control as open as well given ROCGAS' 100% ownership and control of RGSCAN, as evidenced by the subsidiary's financial statements being consolidated in the parent's group financial statements. This more than offsets the mix of external and internal funding sources at RGSCAN. Due to the aforementioned linkage considerations, Fitch will rate both entities based on the consolidated credit profile and assign the same IDRs. DERIVATION SUMMARY ROCGAS is somewhat unique in Fitch's rated midstream universe in that it is the only pure play natural gas storage business. The most direct peer comparison available is TransMontaigne Partners LLC. (B+/Stable). Both companies derive a high percentage of revenue and EBITDA from storing a commodity or commodities for a negotiated fixed fee over a period of time. ROCGAS focuses on natural gas whereas TransMontaigne is a terminaling company focusing on crude oil. ROCGAS operates in the Canadian province of Alberta as well as a few U.S. states, most notably California and Texas, while TransMontaigne operates in 20 U.S. states. Fitch views the business risk as lower at TransMontaigne, compared to ROCGAS, due to a combination of longer relative contract duration and TransMontaigne's essentially 100% fixed-fee business mix, both of which provide better relative revenue assurance. ROCGAS utilizes matched-booked proprietary storage positions to increase returns/utilize unused storage capacity. TransMontaigne also benefits from greater geographic diversification and larger scale. ROCGAS generates roughly half the annual EBITDA compared to TransMontaigne, in most years. Somewhat offsetting the perceived higher relative business risk, Fitch has forecasted leverage at ROCGAS to be 1.0x-1.5x lower than TransMontaigne. Fitch expects ROCGAS' FY23 total debt with equity credit to operating EBITDA to be roughly 5.0x, with leverage moving below 5.0x over the forecast period. Following a leveraging transaction completed in 4Q21, TransMontaigne has leverage that is projected to move from around 6.5x at YE2022 to closer to 6.2x over the forecast period. Fitch views the higher business risk, lower revenue assurance and smaller relative size (as measured by annual EBITDA), partially offset by lower leverage, as the main factors driving the two-notch difference between the IDRs of TransMontaigne and ROCGAS. KEY ASSUMPTIONS -- A historically typical summer injection season along with more normalized time-spreads, allowing natural gas storage levels at the AECO HUB to enter winter 2022/2023 at sufficient levels; -- New contract and Optimization revenue both reflect on a near term basis time-spreads near current levels, supported by natural gas storage inventories in Alberta at historically low levels and at or near five-year average levels for the lower 48 states, following the conclusion of winter 2021/2022; -- The absolute level of Alberta prices, which is a driver of asset-based credit facility usage, reflects a continued large discount to NYMEX Henry Hub prices in the medium-term. In turn, the Henry Hub prices reflect the Fitch price deck e.g., $3.25/mcf for 2022, $2.75/mcf for 2023 and $2.50/mcf for 2024 and beyond; -- Performance under existing contracts with third-parties produces the cash flows management forecasts; -- Capex of approximately $15 million to $20 million per year (minimal growth spending); -- The senior secured notes due in March 2023 are refinanced prior to maturity on materially similar terms; -- Brookfield Asset Management Inc. continues to cause its subsidiary to provide a $100 million unsecured revolving credit facility for ROCGAS's liquidity; -- All BAM-held (or BAM-affiliate-held) debt at ROCGAS or RGSCAN remains subordinated; -- Return of capital to sponsor, including repayment of sponsor provided subordinated debt, consistent with excess cash flow assumptions; -- For the Recovery Rating, Fitch utilized a going-concern (GC) approach with a 6x EBITDA multiple, which is an approximation of the multiple seen in recent reorganizations in the energy sector. There have been a limited number of bankruptcies and reorganizations within the midstream space, but bankruptcies at Azure Midstream and Southcross Holdco had multiples between 5x and 7x by Fitch's estimate; -- In its recent Bankruptcy Case Study Report, "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries," published in September 2021, the median enterprise valuation exit multiple for the 51 energy cases with sufficient data to estimate was 5.3x, with a wide range of multiples observed; -- Fitch's corporate recovery analysis uses $66 million sustainable, post-default EBITDA mainly reflecting the loss of customer contracts as they come up for renewal. Fitch calculated administrative claims to be 10%, which is a standard assumption. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An increase in the percentage of working gas capacity tied to contracts with three years or more left and total debt with equity credit to operating EBITDA is expected to be 5.5x or less on a sustained basis; -- Total debt with equity credit to operating EBITDA sustained below 4.0x without an increase in the percentage of working gas capacity tied to contracts with three years or more left. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Leverage, defined previously, sustained above 7.5x and/or adjusted EBITDA interest coverage below 1.5x; -- A future decrease in the percentage of working gas capacity tied to multi-year contracts; -- The existence of liquidity pressures including, but not limited to, debt maturities; -- Change in the way the company structures new debt issuances (such as without full guarantees, or debt at affiliates); -- Change in terms regarding Brookfield debt instruments that are adverse to third-party senior creditors. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: ROCGAS has adequate liquidity stemming from a Sept. 30, 2021 cash balance of just over $21 million. The company has availability under its secured asset-based revolving credit facilities of $35 million and an unutilized $100 million unsecured revolver with Brookfield (Brookfield Revolver). Collectively, the company has $172 million of available liquidity as of Nov. 5, 2021. ROCGAS' secured asset-based revolving credit facilities mature in Dec. 2024. The total commitment under the facilities is $200 million however in October 2021 the maximum borrowing capacity was increased to $250 million on a temporary basis until March 31, 2022. ROCGAS can only draw on these facilities to the extent allowed under the current borrowing base (which is in turn largely based on the value of natural gas inventory held). As of Sept. 30, 2021, the borrowing base collateral totaled $226.3 million. The company has the option to defer or pay interest in kind on its $100 million unsecured revolving credit facility (as well as certain promissory notes held by BAM). With the maturity extension of the secured asset-based revolving credit facilities completed in 2021 (mentioned previously), the maturity date on the Brookfield Revolver was extended to 2025. The company's earliest debt maturity is the outstanding $397 million in senior secured notes due March 2023. The company has $400 million in outstanding subordinated unsecured promissory notes, called the Swan Notes, which were accounted for at Brookfield's transacted cost of $0 and bear no interest. The company utilizes its credit facilities largely to purchase natural gas inventory in the summer months to be sold at higher prices in the winter months. Given that ROCGAS hedges those open positions immediately with future/forward contracts this strategy of using short-term debt instruments appears appropriate. ISSUER PROFILE ROCGAS is the largest independent (i.e., not affiliated with a natural gas pipeline) owner of natural gas storage facilities in North America. ROCGAS owns or contracts for approximately 307 billion cubic feet (Bcf) of working gas storage capacity in Alberta, California, Texas and Oklahoma. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch's leverage metrics are based on financial data contained in Rockpoint Gas Storage Partners LP's audited combined consolidated financial statements. These statements perform a combination of (a) the consolidated results of Rockpoint Gas Storage Partners LP with (b) affiliate entities that are not Rockpoint subsidiaries nor Rockpoint investees. The key affiliate entities so combined are Lodi Gas Storage, LLC and BIF II Tres Palacios Aggregator (Delaware) LLC. Fitch has applied 100% equity credit to subordinated indebtedness provided by ROCGAS's sponsor, BAM. ESG CONSIDERATIONS Rockpoint Gas Storage Partners, L.P. has an ESG Relevance Score of '4' for Group Structure as private-equity backed midstream entities typically have less structural and financial disclosure transparency than publicly traded issuers. The score of '4' for Group Structure reflects the complex group structure amongst ROCGAS, RGSCAN and the ultimate Sponsor, Brookfield Asset Management, including material inter-family/related party transactions with affiliate companies. This has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. RURAL CONNECT: Wins Cash Collateral Access Thru March 4 ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee, Eastern Division, has authorized Rural Connect, LLC to use cash collateral on an interim basis and provide adequate protection through March 4, 2022, unless the Debtor's right to use cash collateral is terminated, modified, or extended prior to that date pursuant to the terms of the Interim Order or another Court order. The Debtor requires the use of cash collateral to operate its ongoing business and fund interim cash requirements. Ally Finance Corporation asserts an enforceable security interest, but only to the extent that the Court determines Ally holds an enforceable security interest in such collateral. The Debtor asserts Ally's security interest, if any, is unperfected and has filed an adversary proceeding seeking to avoid the unperfected security interest of Ally pursuant to 11 U.S.C. sections 544 and 547. The Court says during the Interim Period, the Debtor is authorized to (i) spend up to a maximum of 105% of each line item listed under "Expenses" on the budget; and (ii) spend up to a maximum of 105% of the aggregate total amount identified in the "Total Expenses" line item on the Interim Budget. The Debtor is not authorized to spend any cash collateral paying Tom Farrell, the general manager, in any manner, including a salary. The Debtor is also not authorized to spend any cash collateral to pay any entity owned by Tom Farrell except that Debtor may continue to make lease payments for Spectrum. The Debtor may spend additional Cash Collateral to pay such other amounts as may be agreed by the Debtor and Ally in writing. In exchange for the Debtor's use of Cash Collateral, Ally is entitled to receive adequate protection pursuant to sections 361, 362, and 363 of the Bankruptcy Code for any diminution in the value, from and after the Petition Date, of its interests in the Cash Collateral resulting from the automatic stay and/or from the Debtor's use of the Cash Collateral. Ally is granted a post-petition replacement lien on the Debtor's post-petition accounts receivables to secure its interest in the pre-petition Cash Collateral. A further hearing on the matter is scheduled for March 3 at 11 a.m. A copy of the order is available at https://bit.ly/3GkyTYI from PacerMonitor.com. About Rural Connect, LLC Rural Connect, LLC provides wireless internet service to customers in rural areas of West Tennessee. It uses towers that have a combination of fiber and microwave to produce high speed internet in rural areas. It presently has approximately 16 employees and approximately 1,500 customers who rely on it for internet service. Rural Connect sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 21-10872) on September 29, 2021. In the petition signed by Thomas P. Farrell, general manager, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Jimmy L. Croom oversees the case. Michael P. Coury, Esq., at Glanker Brown PLLC is the Debtor's counsel. Ally Finance Corp., as secured creditor, is represented by: Vincent K. Seiler, Esq. Seller and Houston, PLLC 125 Stonebridge Boulevard (38305) Post Office Box 10455 Jackson, TN 38302 Tel: (731)300-3656 Fax: (731)300-3657 Email: vks@seiler-houston.com SEANERGY MARITIME: Falls Short of Nasdaq Bid Price Requirement -------------------------------------------------------------- Seanergy Maritime Holdings Corp. has received written notification from The Nasdaq Stock Market dated Jan. 26, 2022, indicating that because the closing bid price of the Company's common stock for 30 consecutive business days, from Dec. 13, 2021 to Jan. 25, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance is 180 days, or until July 25, 2022. The Company intends to monitor the closing bid price of its common stock between now and July 25, 2022 and is considering its options in order to regain compliance with the Nasdaq Capital Market minimum bid price requirement. The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the grace period. In the event the Company does not regain compliance within the 180-day grace period and it meets all other listing standards and requirements, the Company may be eligible for an additional 180-day grace period. During this time, the Company's common stock will continue to be listed and trade on the Nasdaq Capital Market. The Company's business operations are not affected by the receipt of the notification. Stamatis Tsantanis, the Company's chairman & chief executive officer, stated: "For the reasons discussed in recent press releases, including what we believe to be strong signs of recovery in the freight market, we reiterate our firm belief that our shares are currently significantly undervalued. Therefore, we are optimistic that this will be cured organically within the prescribed grace period, without the need to effect a reverse stock split. We last received a Nasdaq notice regarding a bid price deficiency in September 2020, which was cured in February 2021 without a reverse stock split, through a natural recovery in our share price." About Seanergy Maritime Greece-based Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com-- is the only pure-play Capesize ship-owner publicly listed in the US. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. The Company's operating fleet consists of 17 Capesize vessels with an average age of 11.7 years and aggregate cargo carrying capacity of approximately 3,011,083 dwt. Seanergy Maritime reported a net loss of $18.35 million for the year ended Dec. 31, 2020, a net loss of $11.70 million for the year ended Dec. 31, 2019, and a net loss of $21.06 million for the year ended Dec. 31, 2018. As of Dec. 31, 2020, the Company had $295.24 million in total assets, $199.55 million in total liabilities, and $95.69 million in total stockholders' equity. SSH HOLDINGS: S&P Upgrades ICR to 'BB-'on Strong Performance ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Egg Harbor Township, N.J.-based novelty gift and Halloween retailer SSH Holdings Inc. (doing business as Spencer Spirit) to 'BB-' from 'B+'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on its senior secured term loan to 'BB-' from 'B+'. The '3' recovery rating is unchanged and indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default or bankruptcy. "The stable outlook reflects our expectation for somewhat moderated Halloween sales in 2022 relative to 2021 records, sustaining leverage in the mid- to high-1x area. "The upgrade reflects Spencer Spirit's solid performance in 2021 and our expectation for sustained sales and EBITDA momentum, supported by favorable sector trends. The company reported 44% growth in average store sales and a modest increase in stores at its Spirit Halloween segment. This followed last year's record setting performance, when average store sales increased about 30%, for total two-year growth of 84%. The Halloween sales growth in 2021 meaningfully outperformed our expectation for a moderate decline. We attribute the strong performance to greater consumer participation in Halloween activities and some pent-up demand from consumers seeking occasions to celebrate. We also believe competitive pressures were less intense than normal because the ongoing supply chain challenges caused big box retailers to pull back on Halloween merchandise as they focused on the holiday season. We now anticipate more robust long-term demand for the Spirit Halloween segment, reflecting sustained increased participation in Halloween festivities and the company's demonstrated ability to capture the expanding market. Nonetheless, we forecast somewhat lower sales in 2022 because of a normalizing competitive landscape and less favorable timing of Halloween, which falls on a Monday rather than a weekend. "The company also reported about 40% comparable sales growth at its Spencer's segment. We think the store's unique customer experience and differentiated merchandise support sales growth through higher traffic, ticket, and conversion trends. However, we believe continued declining mall traffic trends and accelerating e-commerce competition will gradually shrink its store base. Although the company has demonstrated good business execution amid favorable demand, risks unique to the Spirit business model could affect performance. Amid mounting cost pressures affecting most retailers, Spencer Spirit maintained substantially all the over 800 basis points of operating margin expansion achieved in last year's third quarter. The company successfully navigated labor shortages and supply chain challenges to achieve full staffing at its over 1,400 pop-up Spirit stores and managed inventory receipts to accommodate elevated demand. It has a track record of strong execution, which S&P attributes to management's expertise. Nevertheless, S&P continues to believe Spencer Spirit is subject to unique, potentially high-impact risks associated with operating temporary retail stores and its concentration around a single annual occasion. For example, lower than anticipated consumer demand could lead to excess inventory and significantly constrained cash flow. S&P said, "In our view, the recent operating environment also likely reflects peak business conditions for Spencer Spirit given the strong financial health of its consumers. We anticipate deteriorating macroeconomic fundamentals could weigh on demand, as consumers tighten discretionary spending and face price increases. "We think Spencer Spirit will maintain a relatively conservative financial policy, supporting our upgrade. The company has strengthened its capital structure the past few years by expanding its EBITDA base and modestly reducing funded debt based on its amortization schedule. This improved credit metrics, including S&P Global Ratings-adjusted leverage in the low-1x area for the 12 months ended Nov. 6, 2021. We still anticipate modestly declining sales and profit over the next few years as competitive pressures amplify, weakening credit metrics. However, we now forecast leverage sustained in the mid- to high-1x area, reflecting sustained improvement in credit metrics relative to our previous forecast. Furthermore, we project healthy annual free operating cash flow (FOCF) of more than $100 million on a sustained basis even after accounting for some excess inventory investment. Accordingly, we revised our financial risk profile assessment to intermediate from significant. "The company paid dividends of $105 million in 2020 and $200 million in 2021. We believe Spencer Spirt will fund growth initiatives and dividends using internally generated cash, as it has over the past several years. Spencer Spirit's seasonal concentration and discretionary products remain potential risks. Most of its cash flow comes during the weeks leading up to Halloween, resulting in substantial volatility in its quarterly profitability and cash flow. This, combined with the highly discretionary aspect of both the Spencer's and Spirit stores could pressure profitability amid weakening macroeconomic conditions and consumer fundamentals, especially if poorly timed. S&P said, "Furthermore, Spencer's is concentrated in malls, which continue in secular decline and in our view present a risk of declining store traffic. We apply a negative one-notch comparable ratings analysis modifier to our anchor score to reflect these added risks relative to higher-rated peers." S&P said, "The stable outlook on Spencer Spirit reflects our view that performance will moderate somewhat over the next year relative to 2021. Still, we project healthy Halloween demand will persist, sustaining S&P Global Ratings-adjusted leverage below 2x with over $100 million of FOCF." S&P could lower its rating on Spencer Spirit if: -- It meaningfully underperforms our base case, potentially due to increased competition from big box or e-commerce players, inventory challenges, or increased volatility in consumer behavior surrounding Halloween celebrations, with debt to EBITDA approaching the mid-2x area; or -- It cannot consistently generate over $100 million in annual FOCF. S&P could raise its rating on Spencer Spirit if: -- It significantly expands its overall scale, including its EBITDA and cash flow generation, and meaningfully diversifies its revenue base such that it no longer relies on any single event. -- Under this scenario, S&P would likely view the business more favorably; and -- The company demonstrates a commitment to a conservative financial policy that supports current leverage or below. TCI-FLATIRON CLO 2016-1: S&P Assigns BB-(sf) Rating on E-R-3 Notes ------------------------------------------------------------------ S&P Global Ratings assigned its ratings to the class X-R, A-R-3, B-R-3, C-R-3, D-R-3, and E-R-3 replacement notes from TCI-Flatiron CLO 2016-1 Ltd./TCI-Flatiron CLO 2016-1 LLC, a CLO originally issued in July 2016 that is managed by TCI Capital Management II LLC. At the same time, S&P withdrew its ratings on the original class X, A-R-2, B-R-2, C-R-2, D-R-2, and E-R-2 notes following payment in full on the Feb. 3, 2022, refinancing date. The replacement notes were issued via a supplemental indenture, which outlines the terms of the replacement notes. According to the supplemental indenture: -- The replacement notes were issued at a lower spread than the existing notes. -- The replacement notes were issued off of the secured overnight financing rate (SOFR) as the benchmark rate, replacing the previous LIBOR structure. -- The non-call period for the replacement notes were re- established to end Aug. 3, 2022. -- The reinvestment period and the legal final maturity dates remain unchanged. -- The transaction updated the benchmark replacement language. Replacement And Original Note Issuances Replacement notes Class X-R, $0.500 million: SOFR + 0.65% Class A-R-3, $256.000 million: SOFR + 1.10% Class B-R-3, $46.000 million: SOFR + 1.60% Class C-R-3, $22.000 million: SOFR + 2.10% Class D-R-3, $24.000 million: SOFR + 3.00% Class E-R-3, $16.000 million: SOFR + 6.25% Original notes Class X, $0.625 million: LIBOR + 0.75% Class A-R-2, $256.000 million: LIBOR + 1.15% Class B-R-2, $46.000 million: LIBOR + 1.60% Class C-R-2, $22.000 million: LIBOR + 2.20% Class D-R-2, $24.000 million: LIBOR + 3.60% Class E-R-2, $16.000 million: LIBOR + 7.00% S&P said, "Our review of this transaction included a cash flow analysis, based on the portfolio and transaction data in the trustee report, to estimate future performance. In line with our criteria, our cash flow scenarios applied forward-looking assumptions on the expected timing and pattern of defaults and the recoveries upon default under various interest rate and macroeconomic scenarios. Our analysis also considered the transaction's ability to pay timely interest and/or ultimate principal to each of the rated tranches. The results of the cash flow analysis (and other qualitative factors, as applicable) demonstrated, in our view, that the outstanding rated classes all have adequate credit enhancement available at the rating levels associated with the rating actions. "We will continue to review whether, in our view, the ratings assigned to the notes remain consistent with the credit enhancement available to support them and take rating actions as we deem necessary." Ratings Assigned TCI-Flatiron CLO 2016-1 Ltd. /TCI-Flatiron CLO 2016-1 LLC Class X-R, $0.5 million: AAA (sf) Class A-R-3, $256.0 million: AAA (sf) Class B-R-3, $46.0 million: AA (sf) Class C-R-3, $22.0 million : A (sf) Class D-R-3, $24.0 million: BBB- (sf) Class E-R-3, $16.0 million: BB- (sf) Ratings Withdrawn TCI-Flatiron CLO 2016-1 Ltd. /TCI-Flatiron CLO 2016-1 LLC Class X to not rated from 'AAA (sf)' Class A-R-2 to not rated from 'AAA (sf)' Class B-R-2 to not rated from 'AA (sf)' Class C-R-2 to not rated from 'A (sf)' Class D-R-2 to not rated from 'BBB- (sf)' Class E-R-2 to not rated from 'BB- (sf)' Other Outstanding Notes TCI-Flatiron CLO 2016-1 Ltd. /TCI-Flatiron CLO 2016-1 LLC Subordinated notes, $48.5 million: not rated TEN DOLLAR: March 16 Plan & Disclosure Hearing Set -------------------------------------------------- On Jan. 18, 2022, debtor Ten Dollar Car Wash, LLC, filed with the U.S. Bankruptcy Court for the Western District of Tennessee a Disclosure Statement and Plan. On Jan. 31, 2022, Judge M. Ruthie Hagan conditionally approved the Disclosure Statement and ordered that: * March 9, 2022, is fixed as the last day for filing written objections to the disclosure statement or to confirmation of the plan. * March 9, 2022, is fixed as the last day for filing written acceptances or rejections of the plan. * March 11, 2022, is fixed as the last day for the counsel of the Debtor to file a summary tabulation of ballots. * March 16, 2022, at 11:00 a.m., 200 Jefferson Avenue, Courtroom 945, Memphis, Tennessee, 38103, is fixed for the hearing on final approval of the disclosure statement, if a written objection is timely filed, and for hearing on confirmation of the plan. A copy of the order dated Jan. 31, 2022, is available at https://bit.ly/34jUjIl from PacerMonitor.com at no charge. Counsel for the Debtor: John E. Dunlap, Esq. Law Office of John E. Dunlap PC 3340 Polar Avenue, Suite 320 Memphis, TN 38111 Tel: (901) 320-1603 Fax: (901) 320-6914 Email: jdunlap00@gmail.com About Ten Dollar Car Wash LLC Ten Dollar Car Wash, LLC, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tenn. Case No. 21-23046) on Sept. 17, 2021, listing as much as $500,000 in both assets and liabilities. Judge M. Ruthie Hagan presides over the case. The Law Office of John E. Dunlap serves as the Debtor's legal counsel. TILDEN MARCELLUS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Tilden Marcellus, LLC 4600 J Barry Ct, Ste 320 Canonsburg, PA 15317 Business Description: Tilden Marcellus is a Texas limited liability oil and gas production company which owns and previously operated certain working interests in more than 27,000 net leasehold acres within Potter County and Tioga County, Pennsylvania, with over 50 wells previously in production. Chapter 11 Petition Date: February 4, 2022 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 22-20212 Judge: Hon. Gregory L. Taddonio Debtors' Bankruptcy Counsel: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Debtor's Local Counsel: Beverly Weiss Manne, Esq. TUCKER ARENSBERG, P.C. 1500 One PPG Place Pittsburgh, PA 15222 Tel: (412) 594-5525 Email: bmanne@tuckerlaw.com Debtor's Investment Banker: PETRIE PARTNERS SECURITIES, LLC Debtor's Notice, Claims & Balloting Agent & Administrative Advisor: EPIQ CORPORATE RESTRUCTURING, LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jeffrey T. Varsalone as chief restructuring officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/63CS2YY/Tilden_Marcellus_LLC__pawbke-22-20212__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. UGI Texas Creek, LLC Trade Debt $3,155,354 One Meridian Blvd, Suite C201 Reading, PA 19610 Contact: Kent Burroughs Tel: 832-374-5350 Email: rferrance@ugies.com 2. Patterson-UTI Drilling Trade Debt $1,017,093 Company LLC P.O. Box 26011 Dallas, TX 75326-0111 Tel: 281-765-7100 Fax: 281-765-7175 Email: brandon.smith@patenergy.com 3. Principle Enterprises, LLC Trade Debt $693,834 P.O. Box 177 Canton, pA 17724 Tel: 570-673-5118 Email: rhaile@principleenterprises.com 4. Commonwealth of Utilities $490,800 Pennsylvania PA Public Utility Commission Bureau of Administration Fiscal Office P.O. Box 3265 Harrisburg, PA 17105-3265 Contact: Amy Zuvich Tel: 717-783-6190 Fax: 717-787-9138 Email: crchapman@pa.gov 5. Moelis & Company Professional $391,185 Attn: Accounts Receivable Services Department 399 Park Avenue, 5th Floor New York, NY 10022 Tel: 212-883-3800 Fax: 212-880-4260 Email: michael.openlander@moelis.com 6. J.L. Watt Excavating, Inc. Trade Debt $381,645 2059 Old State Road Mainesburg, PA 16932 Contact: John Watts Tel: 570-549-3008 Fax: 570-549-3009 Email: johnwatts@jlwatts.com 7. PA Dept of Conservation & Rental Payments $366,482 Natural Resources Attn: Minerals 400 Market Street PO Box 2833 Harrisburg, PA 17105 Tel: 717-787-2869 Fax: 717-787-9138 Email: crchapman@pa.gov 8. Newpark Mats & Integrated Trade Debt $308,871 Services, LLC P.O. Box 773148 Dallas, TX 75373-3148 Contact: Michael Sparks Tel: 281-362-6800 Email: msparks@newpark.com 9. McGuirewoods LLP Legal Services $294,700 Attn: Accounts Payable 800 E Canal Street Richmond, VA 23219-3916 Contact: Peter C. Butcher Tel: 412-667-7940 Fax: 412-667-7974 Email: pbutcher@mcguirewoods.com 10. Moore Trucking LLC Trade Debt $253,661 2784 Route 414 Canton, PA 17724 Tel: 570-916-8870 Email: mooretrucking08@yahoo.com 11. Suit - Kote Corpation Trade Debt $230,822 P.O. Box 8000, Dept. 679 Buffalo, NY 14267 Tel: 607-753-1100 Fax: 607-756-8611 Email: ttreacy@suit-kote.com 12. Aveda Trade Debt $224,121 333 North Sam Houston Parkway E. Suite 1200 Houston, TX 77060 Tel: 570-494-2600 Fax: 1-403-262-9195 Email: april.getz@avedaenergy.com 13. Brubacher Excavating, Inc. Trade Debt $209,867 P.O. Box 528 Bowmanville, PA 17507 Tel: 717-445-4571 Fax: 570-324-2228 Email: weaver@brubacher.net 14. Vinson & Elkins LLP Legal Services $201,678 P.O. Box 301019 Dallas, TX 75303-1019 Tel: 713-758-2222 Fax: 713-758-2346 Email: payments@velaw.com 15. Producers Service Trade Debt $178,260 Corporation 109 S. Graham Street Zanesville, OH 43701 Contact: Tom Parks Tel: 740-454-6253 Email: tparks@producersservicecorp.com 16. Michael Baker Trade Debt $178,029 International, Inc. P.O. Box 536408 Pittsburgh, PA 15253-5906 Tel: 412-269-6300 Email: kchristmann@mbakerintl.com 17. Gulf Coast Bank & Trade Debt $149,387 Trust Company For the Account of K-Bar Transportation, LLC P.O. Box 731152 Dallas, TX 75373-1152 Tel: 337-278-3732 Email: bert@kbartransport.com 18. Waste Management Trade Debt $147,389 PO Box 13648 Philadelphia, PA 19101-3648 Contact: Toni Pucci Tel: 412-269-5369 Email: nphipps@wm.com 19. Adams and Reese, LLP Legal Services $141,693 Dept 5208 PO Box 2153 Birmingham, AL 35287 Contact: Bradley Waters Tel: 713-652-5151 Email: bradley.waters@arlaw.com 20. Cobbs Allen Professional $141,439 2121 Sage Rd, Suite 145 Services Houston, TX 77056 Contact: Amy Jones Tel: 832-925-4966 Fax: 832-925-4983 Email: amy.jones@cacspecialty.com TILES BY MATTHEW: Gets Interim OK to Hire Bankruptcy Counsel ------------------------------------------------------------ Tiles by Matthew Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire the law firm of David R. Softness, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; (b) attending meetings and negotiating with representatives of creditors and other parties in interest; (c) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, and objections to claims filed against the estates; (d) preparing reports and legal papers; (e) negotiating and preparing a plan of reorganization, disclosure statement and all related documents, and taking any necessary action to obtain confirmation of such plan; (f) representing the Debtor in connection with obtaining post-petition loans; (g) advising the Debtor in connection with any potential sale of its assets; (h) appearing before the bankruptcy court, any appellate courts, and the Office of the United States Trustee; and (i) performing all other necessary legal services for the Debtor. The firm received a general retainer fee of $15,000 and $2,000 to cover the filing fees. David Softness, Esq., the firm's attorney who will be providing the services, will be paid at his hourly rate of $600. Mr. Softness disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David R. Softness, Esq. David R. Softness, P.A. 201 South Biscayne Boulevard, Suite 2740 Miami, FL 33131 Tel: 305-341-3111 Email: david@softnesslaw.com About Tiles by Matthew Tiles by Matthew Inc. filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-10599) on Jan. 26, 2022, listing as much as $500,000 in both assets and liabilities. Uzay Tumer, president, signed the petition. Judge Peter D. Russin oversees the case. The Debtor tapped David R. Softness, P.A. as legal counsel. UBIOME INC: Trustee Can't End Amazon Doc Storage, Say Ex-Execs -------------------------------------------------------------- Rick Archer of Law 360 reports that the founders of shuttered fecal testing service uBiome are asking a Delaware bankruptcy judge to bar the company's Chapter 7 trustee from ending its e-storage deal with Amazon, saying they may need the data to defend against legal claims. In a motion filed Wednesday, Jessica Richman and Zachary Apte argued that trustee Alfred Giuliano shouldn't be allowed to end uBiome's electronic storage contract, saying the stored files could contain evidence they need to defend themselves against a suit by Giuliano claiming they duped investors and engaged in a fraudulent billing scheme. About uBiome Inc. uBiome, Inc. -- https://ubiome.com/ -- is a microbial genomics company founded in 2012. uBiome combines its patented proprietary precision sequencing with machine learning and artificial intelligence to develop wellness products, clinical tests, and therapeutic targets. uBiome has filed for over 250 patents on its technology, which includes sample preparation, computational analysis, molecular techniques, as well as diagnostic and therapeutic applications. uBiome and its non-debtor foreign affiliates currently employ approximately 100 individuals, of which 35 are located in the United States, 37 in Chile, and 28 in Argentina. On Sept. 4, 2019, uBiome, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 19-11938). The Debtor was estimated to have assets of $50 million to $100 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped Young, Conaway, Stargatt & Taylor, LLP as counsel; Goldin Associates, LLC, as restructuring advisor; and GLC Advisors & Co., LLC and GCLA Securities LLC as investment banker. Donlin Recano & Company, Inc., is the claims agent. In October 2019, the Bankruptcy Court converted the Chapter 11 bankruptcy case to a Chapter 7 liquidation. VASU CONVENIENCE: Taps Wisdom Professional Services as Accountant ----------------------------------------------------------------- Vasu Convenience, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Wisdom Professional Services Inc. as its accountant. The firm's services include: (a) gathering and verifying all pertinent information required to compile and prepare monthly operating reports; and (b) preparing monthly operating reports. Wisdom Professional Services will be paid a monthly fee at $200. The firm received from the Debtor a retainer fee in the amount of $2,000. Michael Shtarkman, the firm's accountant who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Shtarkman, CPA Wisdom Professional Services Inc. 626 Sheepshead Bay Road, Suite 640 Brooklyn, NY 11224 Phone: (718) 554-6672 Email: michael@shtarkmancpa.com mshtarkmancpa@gmail.com About Vasu Convenience Vasu Convenience, Inc. filed a petition for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 21-43023) on Dec. 03, 2021, listing up to $100,000 in assets and up to $500,000 in liabilities. Jigar A. Patel, president, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Law Offices of Alla Kachan, P.C. and Wisdom Professional Services Inc. as its legal counsel and accountant, respectively. VEWD SOFTWARE: Gets Court Okay for Reorganization Plan ------------------------------------------------------ Julian Clover of BroadbandTV News reports that the US Bankruptcy Court has given its approval to a Plan of Reorganization submitted by Oslo-based OTT services provider Vewd Software AS. Under the Plan, Vewd's prepetition secured lenders will exchange their existing debt for equity in a reorganised business and provide new capital to bolster the company's finances. The Plan also provides for payment in full to all trade vendors and resolves any potential disputes brought upon Vewd by its previous owners. Vewd's CEO Aneesh Rajaram said, "We are eager to put our growth plans into action following the completion of our expedited financial restructuring. Our next phase will be highlighted by strategic investments in new products and solutions, which will allow us to better meet our customers' priorities as we together navigate this highly dynamic and fast-paced industry." About Vewd Software Vewd Software is engaged in enabling the transition from cable, broadcast, and satellite television platforms to over-the-top ("OTT") video streaming services. The Company's suite of OTT solutions enables customers and partners such as Sony, Verizon, Samsung, and TiVo to seamlessly reach the growing number of consumers who watch content on connected devices. Vewd Software USA, LLC, and its affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 21-12065) on Dec. 15, 2021. The cases are handled by Judge Michael E. Wiles. In the petition signed by CEO Aneesh Rajaram, Vewd Software estimated assets between $1 million to $10 million and liabilities between $100 million to $500 million. ROPES & GRAY LLP, led by Gregg M. Galardi, Lucas Brown, Katharine E. Scott, and Stephen Iacovo, is serving as the Debtors' bankruptcy counsel. JEFFERIES LLC is the Debtors' investment banker. ERNST & YOUNG LLP is the Debtors' financial advisor. ADVOKATFIRMAET BAHR AS is the Debtors' Norwegian counsel. KURTZMAN CARSON CONSULTANTS LLC is the Debtors' claims agent and administrative advisor. VIDA CAPITAL: Moody's Affirms 'B2' CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service has affirmed the B2 corporate family and senior secured debt ratings of Vida Capital, Inc. The outlook on the ratings is stable. The following rating actions were taken: Issuer: Vida Capital, Inc. Corporate Family Rating, affirmed at B2 Probability of Default Rating, affirmed at B2-PD Senior Secured Revolving Credit Facility due 2024 affirmed at B2 Senior Secured 1st Lien Term Loan due 2026, affirmed at B2 Outlook Action: Issuer: Vida Capital, Inc. Outlook is stable RATINGS RATIONALE The ratings affirmation reflects the rebound in the investment performance of Vida's flagship fund, a reversal of its revenue declines and improving net client outflow trends. The combination of these factors continue to support credit metrics that are consistent with a B2 rating. Despite the company's improved operating performance last year, its key credit metrics remain impacted by a significant write-down of its flagship fund's net asset value in 2020. The write-down was related to a revision of the valuation of the life settlement policies underlying the Vida Longevity Fund (VLF). Pre-pandemic, VLF accounted for about half of the company's AUM but with asset declines and client redemptions, it now accounts for less than 40% of company AUM. Improved VLF performance and a more positive capital raising outlook should drive more revenue gains. Net revenue for the last twelve months ended September 30, 2021 is up 5% from the prior year period to about $75 million but remains well below pre-pandemic annual revenue of $90 million. Gross leverage, as adjusted by Moody's, also improved by a turn to 5 times debt-to-EBITDA. Additionally, with a new executive team in place, Moody's expect continued fund raising and capital deployment to initiatives focused on more esoteric asset classes within insurance or special situations that deliver non-correlated risk-adjusted returns. Moody's note, however, that Vida faces several challenges that could weigh on its credit profile given its modest size and limited balance sheet liquidity. Looming litigation related to the revaluation and subsequent weak performance of VLF could be a distraction for the new management team that is trying to diversify the business. There is also execution risk in the company's strategy to grow into adjacent capabilities that have a short albeit successful track record. To date, the company's special situations initiative has attracted less than $500 million in capital but boasts high gross returns. Although Vida has less room to maneuver, it has time to address these lingering risks before refinancing risk comes to the fore in 2026 when its term loan matures. The stable outlook on Vida's ratings reflects a rebound in VLF's investment performance, a significant reduction in the risk of further valuation-related impairments in the company's life settlements portfolio and an improved capital raising outlook. Vida's B2 CFR reflects the company's integrated business model and leading position as a provider of longevity based investments. Constraining its ratings are its very small scale, concentrated AUM mix, and high financial leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Vida's ratings could be upgraded if: 1) financial leverage is sustained below 4x debt-to-EBITDA as adjusted by Moody's; or 2) meaningful expansion into areas outside of life settlements that diversify Vida's product suite; or 3) outflows are stemmed such that asset resiliency scores stabilize to historical levels; or 4) reduced balance sheet investment to self-managed investments improve the company's SMI ratio. Conversely, Vida's ratings could be downgraded if: 1) leverage is sustained above 5x debt-to-EBITDA as adjusted by Moody's; or 2) AUM levels continue to decay further weakening asset resiliency scores; or 3) reputational risk from the company's life settlement underwriting or investment practices or other firm behavior negatively impacts consumers or clients. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. VPR BRANDS: Issues $100K Promissory Note to CEO ----------------------------------------------- VPR Brands, LP issued a promissory note in the principal amount of $100,001 to Kevin Frija, who is the Company's chief executive officer, president, principal financial officer, principal accounting officer and chairman of the Board, and a significant stockholder of the Company, in exchange for the receipt of $100,001. The principal amount due under the January 25 Note bears interest at the rate of 24% per annum, and the January 25 Note permits Mr. Frija to deduct one ACH payment from the Company's bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on Jan. 25, 2023. The January 25 Note is unsecured. 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. WALKER COUNTY HOSPITAL: Taps Bharat Capital as Consultant --------------------------------------------------------- Walker County Hospital Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Bharat Capital, LLC as its consultant to identify and value potential opioid litigation claims it may have against third parties. The firm will also use its best efforts to monetize claims that may take longer than a year to payout by introducing the Debtor to potential purchases of such claims. The Debtor will pay the firm 3 percent of the total amount of the proceeds. Upon consummation of any sale of the Debtor's claims to a third party that the firm introduced the Debtor to, the firm will be compensated (i) in the amount of $10,000 if the sale is for $500,000 or less; or (ii) $20,000 if the sale is over $500,000. Sanjay Nayar, managing member of Bharat Capital, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Walker County Hospital Corp. Walker County Hospital Corporation, doing business as Huntsville Memorial Hospital -- https://www.huntsvillememorial.com/ -- operates a community hospital located in Huntsville, Texas. It is the sole member of its non-debtor affiliate, HMH Physician Organization. Founded in 1927, the Facility provides health care services to the residents of Walker County and its surrounding communities. Walker County Hospital Corporation sought Chapter 11 protection (Bankr. S.D. Texas Case No. 19-36300) on November 11, 2019, in Houston. At the time of filing, the Debtor listed as much as $50 million in both assets and liabilities. Steven Smith, chief executive officer, signed the petition. The Honorable David R. Jones is the case judge. The Debtor tapped Waller Lansden Dortch & Davis, LLP and Morgan Lewis as bankruptcy counsels; Healthcare Management Partners, LLC as financial and restructuring advisor; Bharat Capital, LLC as financial consultant; and Epiq Corporate Restructuring, LLC as notice and claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 23, 2019. The committee tapped Arent Fox LLP as legal counsel, Gray Reed & McGraw LLP as local counsel, and FTI Consulting, Inc. as financial advisor. WING DINGERS: March 29 Disclosure Statement Hearing Set ------------------------------------------------------- Judge Joshua P. Searcy has entered an order within which March 29, 2022 at 9:30 a.m. is the hearing to consider approval of the Disclosure Statement for Debtor Wing Dingers Texas, LLC. In addition, March 8, 2022, is fixed as the last day for filing and serving written objections to the Disclosure Statement. A copy of the order dated Jan. 31, 2022, is available at https://bit.ly/3Hz4Myg from PacerMonitor.com at no charge. About Wing Dingers Texas LLC Wing Dingers Texas, LLC, a Mineola, Texas-based owner and operator of restaurants, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 21-60327) on Aug. 5, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Christopher Fischer, sole member, signed the petition. Judge Joshua P. Searcy oversees the case. Eric A. Liepins, P.C. is the Debtor's bankruptcy counsel while White and Williams, LLP serves as the Debtor's special counsel. [*] 5th Cir. Questions Input of FERC in Gas Company Bankruptcies ---------------------------------------------------------------- Keith Goldberg of Law360 reports that a Fifth Circuit judge on Thursday, February 3, 2022, fretted that giving the Federal Energy Regulatory Commission an official say-so in whether gas transportation contracts can be shed in bankruptcy would gum up the reorganization process. FERC is appealing a bankruptcy court's 2020 decision that allowed driller Ultra Resources Inc. to reject a gas transportation contract with a pipeline company without the agency's approval. The agency argues that since the contract was filed with FERC, it has concurrent jurisdiction with the bankruptcy court over whether the contract can be rejected. [*] Oil And Gas Bankruptcies Declined in 2021 --------------------------------------------- Eli Hartman of The Associated Press reports that the number of oil and gas bankruptcies plunged last 2021 to the lowest level since 2018 as crude demand and prices recovered from the pandemic-driven crash. The number of oil and gas bankruptcies plunged last 2021 to the lowest level since 2018 as crude demand and prices recovered from the pandemic-driven crash. The number of oil and gas bankruptcies plunged last 2021 to the lowest level since 2018 as crude demand and prices recovered from the pandemic-driven crash. Twenty oil exploration and production companies and 36 oil-field service and pipeline companies filed for Chapter 11 bankruptcy last 2021, according to Haynes and Boone, a Dallas-based law firm that has been tracking oil and gas bankruptcies since 2015. Bankruptcies in the oil patch fell 48 percent from the 107 filed in pandemic-stricken 2020. Haynes and Boone said it expects the wave of oil and bankruptcies that started with the 2014 oil crash has ended, and will cease public reporting of bankruptcy filings in the oil patch. The 56 oil and gas bankruptcies filed in 2021 was the lowest in four years and well below the six-year average of 81. "In 2021, there was 'only' $2.1 billion in total debt (brought to bankruptcy court by oil drillers and producers), the lowest amount since we began tracking such data – evidence that the tide has turned," Haynes and Boone said. "While there will continue to be bankruptcies in the oil patch, the tidal wave triggered by the price correction that began in late 2014 is over." Oil and gas companies have weathered a particularly volatile energy market since 2014, when OPEC flooded the market with cheap crude to capture market share from U.S. shale producers. Since the 2014-16 oil crash, U.S. oil companies faced oil busts in 2018 and most recently in 2020, when the global pandemic crushed crude demand and prices. Since 2015, more than 600 oil exploration and production, oil-field service and pipeline companies filed for bankruptcy, bringing more than $321 billion in debt to court. Texas had the largest share of oil and gas bankruptcies, with 134 exploration and production companies and 164 oil-field service and pipeline companies filing for Chapter 11 between 2015 and 2021. Texas oil and gas companies brought more than $196.8 billion of debt to bankruptcy court over the past seven years. "When we began our report in early 2015, it was clear that our industry was about to enter rough seas facing stiff headwinds," Haynes and Boone said. "We never expected to see so many bankruptcies for so long." Oil and gas companies brought $12.7 billion of debt to court last year, down from more than $98 billion in 2020. Some of the biggest bankruptcy filings last year included Seadrill, which brought $5.7 billion of debt to court; Basic Energy Services with $3.5 billion of debt; and Highpoint Resources Corp. with $905 million of debt. [^] BOND PRICING: For the Week from Jan. 31 to Feb. 4, 2022 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Accelerate Diagnostics Inc AXDX 2.5 72.55 3/15/2023 Anheuser-Busch InBev Finance Inc ABIBB 3.65 106.847 2/1/2026 BPZ Resources Inc BPZR 6.5 3.017 3/1/2049 Basic Energy Services Inc BASX 10.75 5.937 10/15/2023 Basic Energy Services Inc BASX 10.75 5.937 10/15/2023 Buffalo Thunder Development Authority BUFLO 11 50 12/9/2022 Diamond Sports Group LLC / Diamond Sports Finance DSPORT 6.625 25.082 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance DSPORT 6.625 25.612 8/15/2027 EnLink Midstream Partners ENLK 6 78 N/A Endo Finance LLC / Endo Finco Inc ENDP 5.375 71.907 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 71.907 1/15/2023 Energy Conversion Devices ENER 3 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 1.139 0.072 1/30/2037 GNC Holdings Inc GNC 1.5 0.488 8/15/2020 GTT Communications Inc GTTN 7.875 14 12/31/2024 GTT Communications Inc GTTN 7.875 12.75 12/31/2024 General Electric Co GE 4 90.125 N/A Goodman Networks Inc GOODNT 8 46.5 5/11/2022 MAI Holdings Inc MAIHLD 9.5 19.833 6/1/2023 MAI Holdings Inc MAIHLD 9.5 19.833 6/1/2023 MAI Holdings Inc MAIHLD 9.5 19.833 6/1/2023 MBIA Insurance Corp MBI 11.50129 8.041 1/15/2033 MBIA Insurance Corp MBI 11.50129 8.041 1/15/2033 Nine Energy Service Inc NINE 8.75 42.619 11/1/2023 Nine Energy Service Inc NINE 8.75 43.584 11/1/2023 Nine Energy Service Inc NINE 8.75 43.467 11/1/2023 OMX Timber Finance Investments II LLC OMX 5.54 0.836 1/29/2020 Pioneer Natural Resources PXD 4.45 106.969 1/15/2026 Renco Metals Inc RENCO 11.5 24.875 7/1/2003 Revlon Consumer Products REV 6.25 41.659 8/1/2024 Ruby Pipeline LLC RPLLLC 8 88 4/1/2022 Ruby Pipeline LLC RPLLLC 8 87.89 4/1/2022 Sears Roebuck Acceptance SHLD 6.75 1.18 1/15/2028 Sears Roebuck Acceptance SHLD 7.5 0.805 10/15/2027 Sears Roebuck Acceptance SHLD 6.5 1.047 12/1/2028 Sears Roebuck Acceptance SHLD 7 1.049 6/1/2032 Sempra Texas Holdings Corp TXU 5.55 13.5 11/15/2014 Talen Energy Supply LLC TLN 6.5 42.733 6/1/2025 Talen Energy Supply LLC TLN 9.5 84.953 7/15/2022 Talen Energy Supply LLC TLN 9.5 84.953 7/15/2022 Talen Energy Supply LLC TLN 6.5 42.75 9/15/2024 Talen Energy Supply LLC TLN 6.5 42.75 9/15/2024 TerraVia Holdings Inc TVIA 5 4.644 10/1/2019 Trousdale Issuer LLC TRSDLE 6.5 33.15 4/1/2025 ********* 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 ***