/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220224.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 24, 2022, Vol. 26, No. 54 Headlines 1604 ISHERWOOD: Seeks to Hire Nexttier Realty as Realtor 4E BRANDS: Case Summary & 30 Largest Unsecured Creditors 85 FLATBUSH RHO: Creditor TH Holdco Files Competing Plan AAIM CARE: Wins Interim Cash Collateral Access ABARTA OIL: Seeks Cash Collateral Access AEMETIS INC: Encompass Capital, Todd Kantor Own 5.5% Equity Stake ALIERA COMPANIES: U.S. Trustee Appoints Creditors' Committee ALWAYS CARING: Asks Court to Waive PCO Appointment ALWAYS CARING: Seeks to Tap Miranda & Maldonado as Legal Counsel AMERICAN SLEEP: Disclosures Hearing Continued to March 16 APOLLO ENDOSURGERY: Laurence Lytton Has 9.3% Stake as of Dec. 31 APOLLO ENDOSURGERY: Nantahala, et al. Report 9.9% Equity Stake APOLLO ENDOSURGERY: Stonepine, et al. Report 6.5% Equity Stake ARCHDIOCESE OF AGANA: In Difficult Situation w/ Assault Survivors ASPIRA WOMEN'S: Seamark Capital Reports 5% Equity Stake ATP TOWER: Fitch Affirms 'BB+' Foreign Curr. IDR, Outlook Negative AYRO INC: Provides Incremental Corporate Update BELLRING BRANDS: S&P Alters Outlook to Pos., Affirms 'B' ICR BELLRING DISTRIBUTION: Moody's Gives B2 CFR & Rates $840MM Notes B3 BIOLASE INC: Armistice, Steven Boyd No Longer Own Common Shares BITNILE HOLDINGS: Holds 6.16% Equity Stake in Friedman Industries BLACK CREEK: Unsecured Creditors Will Get 100% of Claims in Plan BODY TEK: Unsecured Claims to Get 5% Under Plan BRAZOS ELECTRIC: Trial in Case vs. ERCOT to Start March 1 BRIGHT MOUNTAIN: To Get $250K Loan Under Centre Lane Agreement BRISTOL PROPERTIES: Taps Kirby Aisner & Curley as Special Counsel BSVH LLC: Seeks to Hire Story Law Firm as Legal Counsel BX COMMERCIAL 2022-LP2: Moody's Assigns B3 Rating to Cl. F Certs CALIFORNIA PALMS: Taps James Vitullo as Bankruptcy Counsel CAMP RIM ROCK: Plan Disclosures Inadequate, Bank Says CANNABICS PHARMACEUTICALS: Obtains Forbearance From Investor CAVITATION TECHNOLOGIES: Issues Going Concern Doubt COMMUNITY HEALTH: Posts $230 Million Net Income in 2021 CORECIVIC INC: S&P Alters Outlook to Stable, Affirms 'BB-' ICR COX BROTHERS: Seeks Cash Collateral Access CYTODYN INC: Signs Backstop Agreement With LRFA DUPONT STREET: Unsecured Claims Unimpaired in Plan ELECTRO SALES: Unsecureds Will be Paid in Full ESPORTS ENTERTAINMENT: Issues Going Concern Doubt FINTHRIVE SOFTWARE: $175MM New Debt No Impact on Moody's B3 CFR FIRST QUANTUM: S&P Upgrades ICR to 'B+' on Deleveraging FORTUNE PROPERTIES: Voluntary Chapter 11 Case Summary FUSION CONNECT: S&P Withdraws 'SD' Issuer Credit Rating GIRARDI & KEESE: Court Seizes Tom's Life Insurance Policies GROM SOCIAL: Armistice Capital, Steven Boyd Own 5.4% Equity Stake H-CYTE INC: CFRS Investments, Frederick Lynch Own 11.2% Stake HEALTHIER CHOICES: CEO Holman Has 12.69% Stake as of Dec. 31 HEALTHIER CHOICES: President Santi Has 6.61% Stake as of Dec. 31 HOUGHTON MIFFLIN: Moody's Puts B1 CFR Under Review for Downgrade INFINERA CORP: Appoints Roop Lakkaraju to Board of Directors INFINERA CORP: Incurs $33.1 Million Net Loss in Fourth Quarter INTELLIPHARMACEUTICS INT'L: Armistice, Steven Boyd Hold 9.9% Stake LATAM AIRLINES: Discloses Changes and DIP Loan Extension LINDERIAN COMPANY: Wins Cash Collateral Access LTL MANAGEMENT: Says Chapter 11 Is Best Option for Talc Claimants M2 SYSTEMS: Case Summary & 20 Largest Unsecured Creditors MALLINCKRODT PLC: Claims to be Paid From Cash on Hand and Loan MANNY'S MEXICAN: To Seek Plan Approval on March 17 MARS COLONY: Voluntary Chapter 11 Case Summary MARTIN MIDSTREAM: Incurs $211K Net Loss in 2021 MICROSTRATEGY INC: Widens Net Loss to $535.5 Million in 2021 MLK ALBERTA: Plan and Disclosures Due April 7 MONTAUK CLIFFS: Case Summary & Four Unsecured Creditors MUSCLE MAKER: Armistice Capital, Steven Boyd Report 9.99% Stake NANO MAGIC: Elects Miles Gatland to Board of Directors NATURALSHRIMP INC: Incurs $33.4 Million Net Loss in Third Quarter NATURE COAST: Unsecureds Will be Paid $16,000 Over 4 Years NEW AMI I: Moody's Assigns 'B2' CFR & Rates $550MM Term Loan 'B2' NEW AMI I: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable NORDIC AVIATION: Taps Gorrissen as Special Danish Counsel OHIO VALLEY UNIVERSITY: Seeks Chapter 7 Bankruptcy Protection OMNIA WELLNESS: Issues Going Concern Doubt ORIGINCLEAR INC: Sells $894K Worth of Series Y Preferred Stock P2 OAKLAND: Taps Donald Charles Schwartz as Special Counsel PG&E: Restores Preferreds Dividends After Ch.11 Proceedings Ended PURDUE PHARMA: No New Opioid Claims Settlement Yet QUOTIENT LIMITED: Perceptive Advisors, et al. Report 15.8% Stake REDWOOD EMPIRE: Wins Continued Cash Collateral Access RESHAPE LIFESCIENCES: Armistice, Steven Boyd Own 9.99% Equity Stake REWALK ROBOTICS: Armistice, Steven Boyd Hold 4.1% Ordinary Shares REYTECH SERVICES: Seeks Cash Collateral Access Thru March 10 RIMROCK MALL: Avoids Bankruptcy With Management Change RIVERA FAMILY: March 17 Hearing on Plan & Disclosures RIVERVIEW APARTMENTS: Case Summary & 20 Top Unsecured Creditors RYMAN HOSPITALITY: S&P Alters Outlook to Pos., Affirms 'B-' ICR SABRE CORP: S&P Affirms 'B' Issuer Credit Rating, Outlook Negative SABRE GLBL: Moody's Gives Ba3 Rating on New Secured Term Loan B SEANERGY MARITIME: Regains Compliance With Nasdaq Bid Price Rule STORABLE INC: Incremental Term Loan No Impact on Moody's B3 CFR STORABLE INC: S&P Affirms 'B-' ICR on Debt-Funded Dividend SUDBURY PROPERTY: Seeks Cash Collateral Access TECHNICAL COMMUNICATIONS: All 4 Proposals Passed at Annual Meeting TRANSOCEAN LTD: Promotes Keelan Adamson to President, COO U.S. TOBACCO COOP: Plans Exiting Bankruptcy After Class-Action Suit VENUS CONCEPT: HealthQuest Partners, et al. Report 12.8% Stake VERTEX ENERGY: Inks 5-Year Diesel Supply Agreement With Idemitsu VERTEX ENERGY: Laurence Lytton Has 5.7% Equity Stake as of Dec. 31 VIVAKOR INC: Closes $8 Million Underwritten Public Offering WALNUT CREEK: Case Summary & 20 Largest Unsecured Creditors WESTERN URANIUM: CEO George Glasier Has 12.6% Stake as of Feb. 9 [*] Independent Restaurants Struggling During Pandemic [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1604 ISHERWOOD: Seeks to Hire Nexttier Realty as Realtor -------------------------------------------------------- 1604 Isherwood, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Nexttier Realty as its realtor. The realtor will render these services: (a) market the Debtor's property located at 1604 Isherwood Ave., NE, Washington, D.C.; (b) meet with prospective purchasers; (c) draft sales contracts; (d) provide advice on the value of the property; and (e) perform any other service which may be reasonably necessary to consummate a sale of the property. The Debtor will compensate Nexttier Realty a commission of 6 percent from the proceeds of any sale that it procured. Eboneese Thompson, a real estate agent at Nexttier Realty, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eboneese Thompson Nexttier Realty 1300 Mercantile Lane, #129-20 Upper Marlboro, MD 20774 Telephone: (240)-480-1616 Email: eboneesetherealtor@gmail.com About 1604 Isherwood 1604 Isherwood, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Washington, DC-based company owns an investment property valued at $1.11 million. 1604 Isherwood filed a petition for Chapter 11 protection (Bankr. D.D.C. Case No. 21-00277) on Nov. 19, 2021, disclosing $1,112,133 in assets and $550,000 in liabilities. Zaid Alli, managing member, signed the petition. Judge Elizabeth L. Gunn oversees the case. William C. Johnson, Jr., Esq., at The Johnson Law Group, LLC is the Debtor's legal counsel. 4E BRANDS: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Debtor: 4E Brands Northamerica LLC 17806 Interstate Highway 10 Suite 300 San Antonio, TX 78257 Business Description: 4E Brands manufactured personal care and hygiene products. The Debtor's brand name products include Blumen Hand Sanitizer, Assured Hand Sanitizer, and various other hand sanitizers and hand soaps. The Debtor is no longer operating. Chapter 11 Petition Date: February 22, 2022 Court: United States Bankruptcy Court Southern District of Texas Case No.: 22-50009 Judge: Hon. David R. Jones Debtor's Counsel: Matthew D. Cavenaugh, Esq. JACKSON WALKER 1401 McKinney Street Suite 1900 Houston, TX 77010 Tel: (713) 752-4416 E-mail: mcavenaugh@jw.com Debtor's Claims, Noticing and Solicitation Agent: STRETTO Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by David Dunn as chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 30 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NGGAVEA/4E_Brands_Northamerica_LLC__txsbke-22-50009__0001.0.pdf?mcid=tGE4TAMA 85 FLATBUSH RHO: Creditor TH Holdco Files Competing Plan -------------------------------------------------------- TH Holdco, LLC, which holds debt secured by the assets of 85 RHO Hotel and 85 RHO Residential, filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement describing Chapter 11 Plan for 85 Flatbush RHO and its Debtor Affiliates dated Feb. 20, 2022. 85 Flatbush RHO Mezz LLC ("85 Flatbush RHO Mezz") is the 100% owner of 85 Flatbush RHO Hotel LLC ("85 Flatbush RHO Hotel") and 85 Flatbush RHO Residential LLC ("85 Flatbush RHO Residential"). The property is located at 85 Flatbush Extension, Brooklyn, New York (the "Property"). The Property is a 132,641 square foot, twelve-story, mixed-use property consisting of a 174-room boutique hotel on the first 6 floors known as the Tillary Hotel Brooklyn, a 58,652 square foot 64-unit luxury multi-family building and a 5,642 square foot parking garage (together, the "Hotel Property"). The residential component of the Property has 9 studios, 26 one-bedroom units, and 29 two-bedroom units (together, the "Residential Property"). The Debtors have also filed their own Chapter 11 plan on November 24, 2021 (the "Debtors' Plan") but to date, have not filed a disclosure statement related to the Debtors' Plan. Like the Plan proposed by TH Holdco, the Debtors' Plan also contemplates an auction for the Hotel Property and the Residential Property as the means to effectuate the Plan. TH Holdco asserts that its Plan is better than the Debtors' Plan because in TH Holdco's view: * If TH Holdco's Plan is confirmed and its credit bid for the Hotel and Residential Unit closes, TH Holdco will fund an additional $200,000 cash (the "TH Holdco Unsecured Claim Dedicated Fund") that will be dedicated to pay the Allowed General Unsecured Creditors of 85 Flatbush Hotel and 85 Flatbush Residential a pro rata recovery, based on the total amount of Allowed General Unsecured Claims in Classes 6 and 8, in addition to any additional Plan Funding available to make a distribution to them. Further TH Holdco may hold a substantial deficiency claim but is prepared to contribute its distribution on any such deficiency claim from the TH Holdco Unsecured Claim Dedicated Fund if it acquires the Hotel Property and/or Residential Property via the TH Holdco Credit Bid, which would increase the percentage recovery for other General Unsecured Creditors in the 85 Flatbush RHO Hotel and 85 Flatbush RHO Residential Estates. This Fund shall be available only if TH Holdco closes the Sale Transaction as the successful acquirer of either the Hotel Property and the Residential Property or both Properties, unless otherwise agreed by TH Holdco in its sole discretion. TH Holdco asserts that is unlikely there will be any funds for distribution to those Allowed General Unsecured Creditors under the Debtors' Plan based on expected results of the Auction and the amount of TH Holdco's secured claim. * Chapter 11 Administrative Expenses and Priority Claims to the extent ultimately Allowed need to be paid in order to meet the standards to confirm a Chapter 11 plan. TH Holdco's Plan provides additional cash consideration in addition to the TH Holdco Credit Bid in order to pay those expenses. TH Holdco asserts it is unclear whether there will be sufficient unencumbered cash on hand under the Debtors' Plan to pay Chapter 11 Administrative Expenses and Priority Claims. TH Holdco has not agreed to any funding or carve out from its lien on the Hotel Property and Residential Property or cash proceeds of its collateral to pay those Chapter 11 Administrative Expense or Priority Claims under the Debtors' Plan. Therefore, TH Holdco asserts that the Debtors' Plan may not be feasible or meet other Chapter 11 confirmation standards. * The Debtors' Plan contains certain provisions which TH Holdco asserts may not be confirmable. For instance, the Debtors' Plan is characterized as a plan of reorganization for the Debtors and provides for a discharge of the Debtors, while TH Holdco asserts that both plans are in fact sale plans followed by a liquidation/dissolution of the Debtors, and therefore, the Debtors do not meet the standards to obtain a discharge. Likewise, the Debtors' Plan provides for releases; whereas, the TH Holdco's Plan intentionally omits that provision. * TH Holdco asserts that claims processing in the 85 Flatbush RHO Hotel and 85 Flatbush RHO Residential cases will be completed under its Plan on or about the Effective Date of the Plan, allowing for quicker distributions to creditors under its Plan rather than the Debtors' Plan, which allows a much longer period for claims objections and claims processing and for related distribution holdbacks. * TH Holdco asserts that there are no identified Avoidance Actions and Causes of Action and therefore, there is no reason for ongoing Debtor entities or alternatively, any liquidating trust after the Effective Date of a Chapter 11 plan. Therefore, TH Holdco asserts its Plan will not require material funding for post-Effective Date administration and that the Chapter 11 Cases can be quickly closed. The Plan contemplates that the Debtors shall be dissolved promptly after the Effective Date, with the Disbursing Agent to hold any funds for any Disputed Claims or other winddown expenses not yet paid or pre-paid. In contrast, the Debtors' Plan seems to contemplate the Debtors continuing in a postpetition form for many months and perhaps longer than that. There will be an auction for the sale of the Hotel Property and/or Residential Property to be held in accordance with the Sale and Bid Procedures once those procedures have been approved by the Bankruptcy Court. TH Holdco intends to purchase the Residential Property and the Hotel Property through an Asset Purchase Agreement, in form and substance reasonably acceptable to TH Holdco, a form of which will be included in the Plan Supplement filed by TH Holdco, via a credit bid. The opening bid is anticipated to be the TH Holdco Credit Bid plus the TH Holdco Additional Consideration and TH Holdco Unsecured Claim Dedicated Fund. TH Holdco's credit bid for all of the assets, subject to the lien held by TH Holdco, will be in the aggregate amount of at least $85 million, to be allocated among such encumbered assets as announced by TH Holdco at or prior to the hearing on the Disclosure Statement or such higher and better bid as TH Holdco may thereafter submit. TH Holdco intends to submit a single credit bid for both of the Hotel Property and the Residential Property. If a cash bid is approved pursuant to the Sale and Bidding Procedures for just the Hotel Property or just the Residential Property as a separate lot, then TH Holdco shall indicate the amount of the TH Holdco Credit Bid for the applicable Property it is acquiring through the Credit Bid. TH Holdco does not anticipate any other bidder will bid more than the full amount of the secured claim held by TH Holdco (including accruing postpetition interest, costs and fees) and therefore, that TH Holdco will acquire the Hotel and Residential Property via its credit bid. The Plan Fund shall be funded by the Sale Proceeds, which shall be allocable to the Hotel Property and/or the Residential Property as set forth in the Purchase Agreement and the Debtors' available Cash on hand from its operations and shall be established upon the Closing Date and the funds distributed to creditors holding Allowed Claims in accordance with the Plan. Creditor distributions to be made separate from or later than the Closing Date shall be made by the Disbursing Agent under the Plan. In addition, if TH Holdco acquires the Hotel Property and/or the Residential Property pursuant to the TH Holdco Credit Bid, TH Holdco shall fund the TH Holdco Unsecured Claim Dedicated Fund for the sole pro rata benefit of holders of Allowed General Unsecured Claims in Classes 6 and 8. A full-text copy of the Disclosure Statement dated Feb. 20, 2022, is available at https://bit.ly/3LQteNX from PacerMonitor.com at no charge. Counsel to TH Holdco LLC: Lauren Macksoud Charles E. Dorkey, III Sarah M. Schrag DENTONS US LLP 1221 Avenue of the Americas 25th Floor New York, New York 10020 Telephone: (212) 768-6700 Facsimile: (212) 768-6800 E-mail: lauren.macksoud@dentons.com charles.dorkey@dentons.com sarah.schrag@dentons.com Robert Richards (admitted pro hac vice) DENTONS US LLP 233 S. Wacker Drive Suite 5900 Chicago, IL 60606 Telephone: (312) 876-8000 Facsimile: (312) 876-7934 Email: robert.richards@dentons.com About 85 Flatbush RHO Mezz 85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHO Hotel LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO Residential collectively own the property located at 85 Flatbush Extension, Brooklyn, N.Y. The property is a 132,641-square-foot, 12-story, mixed use property consisting of a 174-room boutique hotel on the first six floors known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit luxury multi-family building and a 5,642-square-foot parking garage. The residential component of the property has nine studios, 26 one-bedroom units and 29 two-bedroom units. 85 Flatbush RHO Mezz and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz disclosed between $50 million and $100 million in both assets and liabilities. Judge Robert D. Drain oversees the cases. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's legal counsel. AAIM CARE: Wins Interim Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon has authorized AAIM Care, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Court ruled that during the interim period, no funds may be expended on items in the budget identified as Software and IT Services, DRC/Outsourced Services, and Admin/Billing Services prior to the final cash collateral hearing scheduled for March 16, 2022 at 3:30 p.m. The Debtor requires the use of the cash collateral of JP Morgan Chase Bank N.A. to continue its ordinary course business operations, and avoid immediate and irreparable harm to its bankruptcy estate. As adequate protection, JP Morgan will be granted valid, enforceable, fully perfected, and unavoidable replacement lien on all of Debtor's assets or interests in assets acquired on or after the Petition Date. The Replacement Lien will have the same scope, validity, perfection, relative priority and enforceability as to the Creditor's pre-Petition Date security interests in the collateral. The Debtor is authorized to pay to the Creditor $500, which amount is disclosed on the Budget, as half of the proposed adequate protection monthly payment. Any determination of final adequate protection will be subject to court approval at the final hearing on cash collateral. The Debtor will also continue to maintain property and casualty insurance on the collateral, in an amount not less than the amounts maintained as of the Petition Date with the Creditor named as loss payee, and will provide the Creditor with proof of such insurance upon request. A copy of the order and the Debtor's budget is available at https://bit.ly/3LU4hkM from PacerMonitor.com. The Debtor projects $150,000 in average monthly income and $103,542 in total monthly expenses. About AAIM Care, LLC AAIM Care, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Or. Case No. 22-30228-thp11) on February 14, 2022. In the petition signed by Sanjeev Jain, member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Teresa H. Pearson oversees the case. Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C. is the Debtor's counsel. ABARTA OIL: Seeks Cash Collateral Access ---------------------------------------- ABARTA Oil & Gas Co., LLC asks the U.S. Bankruptcy Court for the Western District of Pennsylvania for authority to continue using cash collateral. The Debtor says it is in a position to prepare, propose, and seek confirmation of a chapter 11 plan but will need additional time and access to cash collateral to do so. On February 11, 2022, the Debtor and Wells Fargo Strategic Capital, Inc., the Administrative Agent, filed a Notice of Extension of Cash Collateral Budget and the Debtor's Continued Use of Cash Collateral wherein the Debtor and the Administrative Agent agreed to extend the Original Budget by adding to it a First Supplemental Budget which ends on March 13, 2022. The Final Cash Collateral Order provides for certain Milestones, including Milestones related to the sale of the Debtor's 5.2% working interest in the Chaffee Corners joint venture oil and gas project located primarily in Bradford County, Pennsylvania. Since the Petition Date, the Debtor has successfully marketed and conducted an auction of the Chaffee Corners WI. On January 19, 2022, the Court entered an order approving the sale of the Chaffee Corners WI. In accordance with the Original Budget Extension Notice, the Debtor closed on the sale of the Chaffee Corners WI on February 18, 2022. The Debtor also sold its Kentucky field office during the pendency of the Chapter 11 case and has taken and continues to take certain other actions to orderly wind-down its affairs. After discussions and negotiations, the Administrative Agent consented to the use of Cash Collateral to support a Plan confirmation process, provided that the Debtor adheres to certain milestones. To facilitate the orderly wind-down of its affairs, the Debtor requests entry of an order supplementing certain paragraphs of the Final Cash Collateral Order. Specifically, the Debtor requests that Paragraph 49 of the Final Cash Collateral Order be supplemented with these Plan Milestones: a. On or before April 4, 2022, the Debtor will have filed a chapter 11 plan with the Bankruptcy Court, on terms acceptable to the Administrative Agent in all respects, a corresponding disclosure statement, and (if necessary) either a motion seeking approval of the Disclosure Statement or a motion seeking a combined hearing to consider approval of the Disclosure Statement and Plan, in each case, in form and substance acceptable to the Administrative Agent. b. On or before May 16, 2022, the Debtor will have obtained entry by the Bankruptcy Court of an order, in form and substance acceptable to the Administrative Agent, approving either the Disclosure Statement or the Combined Plan and D/S Process Motion. c. On or before June 30, 2022, the hearing to consider confirmation of the Plan will have occurred. d. On or before July 5, 2022, the Debtor will have obtained entry by the Bankruptcy Court of an order, in form and substance acceptable to the Administrative Agent, confirming the Plan. e. On or before July 29, 2022, the effective date of the Plan will have occurred. The Debtor further requests that Paragraph 64 of the Final Cash Collateral Order be supplemented by adding the following to the end of such paragraph: "Notwithstanding anything contained herein to the contrary, in the event that the Debtor fails to accomplish a Milestone set forth in Paragraphs 49(x)-(xiv), the Administrative Agent shall have the right to send the Debtor a notice of such failure (a "Plan Milestone Breach Notice"), and within five (5) business days following such Plan Milestone Breach Notice the Debtor shall indefeasibly pay to the Administrative Agent all Cash Collateral other than a reserve equal to: (i) the Carve Out plus; (ii) a cash amount equal to a good faith estimate of unpaid expenses incurred prior to the date of such Plan Milestone Breach Notice that the Debtors would have been authorized to pay in accordance with the Budget and without causing an Event of Default under this Final Order (without duplication of any amounts already reserved as part of the Carve Out). Unless otherwise agreed by the Administrative Agent in writing, a Plan Milestone Breach Notice will also constitute a Carve Out Trigger Notice under this Final Order." A copy of the motion is available at https://bit.ly/3Hemoyn from PacerMonitor.com. About ABARTA Oil ABARTA Oil & Gas Co., LLC is a Pittsburgh, Pa.-based independent oil and gas exploration and production company operating under the name ABARTA Energy. ABARTA filed a petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-22406) on Nov. 7, 2021, listing up to $10 million in assets and up to $50 million in liabilities. James A. Taylor, president and chief executive officer, signed the petition. Judge Carlota M. Bohm oversees the case. The Debtor tapped Campbell & Levine, LLC as legal counsel; MorrisAnderson & Associates, Ltd. as financial advisor and restructuring advisor; and Copper Run Capital, LLC as investment banker. AEMETIS INC: Encompass Capital, Todd Kantor Own 5.5% Equity Stake ----------------------------------------------------------------- Encompass Capital Advisors, LLC and Todd J. Kantor disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 1,817,716 shares of common stock of Aemetis, Inc., representing 5.5 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/738214/000117266122000952/encompass-amtx123121a1.htm About Aemetis Headquartered in Cupertino, California, Aemetis -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $36.66 million for the year ended Dec. 31, 2020, compared to a net loss of $39.48 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $146.98 million in total assets, $74.61 million in total current liabilities, $204.47 million in total long-term liabilities, and a total stockholders' deficit of $132.09 million. ALIERA COMPANIES: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Region 3 on Feb. 21 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of The Aliera Companies Inc and its affiliates. The committee members are: 1. OneShare Health, LLC Attn: Buddy Combs 8505 Freeport Parkway, Suite 135 Irving, TX 75063 Phone: 682-282-0113 Email: bcombs@onesharehealth.com 2. Specialist Resources Global, Inc. d/b/a Emids Attn: Annemarie Brennan 318 Seaboard Lane Franklin, TN 37067 Phone: 703-618-1723 Email: annemarie.brennan@emids.com 3. Nelson Taplin Goldwater, Inc. Attn: Michelle Delany 1555 Palm Beach Lakes Blvd., Suite 1510 West Palm Beach, FL 33401 Phone: 561-684-8399 Email: MDelany@ntgconsultants.com 4. HealthEdge Software, Inc. Attn: Craig Wilson 30 Corporate Drive Burlington, MA 01803 Phone: 781-757-0319 Email: cwilson@healthedge.com 5. Beatrice Stone 8780 N. Northern Ave. Tucson, AZ 85704 Phone: 818-216-6650 Email: beasuestone@aol.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Aliera Companies The Aliera Companies Inc. is focused on providing a full spectrum of revolutionary options and services to a multitude of industries that fit every need and budget. The company provides services to support its subsidiaries which focus on the unique aspects of the health care industry. Plaintiffs in a case -- docketed as Hanna Albina and Austin Willard, individually and on behalf of others similarly situated, Plaintiffs, v. The Aliera Companies, Inc., Trinity Healthshare, Inc. and Oneshare Health, LLC Unity Healthshare, LLC, Case No. 20-CV-00496, (E.D. Ky., Dec. 11, 2020) -- filed an involuntary petition under Chapter 11 of the Bankruptcy Code against Aliera Companies (Bankr. D. Del. Case No. 21-11548) on Dec. 5, 2021. Joseph H. Huston, Jr., Esq., of Stevens & Lee, P.C., is the petitioners and plaintiffs' counsel. On Dec. 21, 2021, Aliera filed a voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 21-59493), disclosing assets of $1 million to $10 million and liabilities of $500 million to $1 billion. Advevo LLC and three other Aliera affiliates -- Ensurian Agency LLC, Tactic Edge Solutions LLC and USA Benefits & Administrators LLC –- also filed voluntary Chapter 11 petitions on Dec. 21, 2021. On Jan. 25, 2022, the petitioning creditors obtained an order granting their motion to transfer the voluntary Chapter 11 cases to the Delaware Bankruptcy Court, which has been overseeing the liquidation of Aliera's affiliated corporation, Trinity Healthshare, Inc., now known as Sharity Ministries, Inc. On Feb. 16, 2022, Judge John T. Dorsey of the Delaware Bankruptcy Court ordered the consolidation of Aliera's voluntary Chapter 11 proceeding with the involuntary case filed by the petitioning creditors (with Case No. 21-11548 being the surviving case number) and terminated the company's voluntary proceeding. Meanwhile, Judge Dorsey ordered the joint administration of the involuntary proceeding and the four other voluntary cases filed by the Aliera affiliates, with Case No. 21-11548 as the lead bankruptcy case. J. Robert Williamson, Esq., of Scroggins & Williamson, P.C. is the Debtors' legal counsel. ALWAYS CARING: Asks Court to Waive PCO Appointment -------------------------------------------------- Always Caring Health Care Services, Inc. asks the U.S. Bankruptcy Court for the Western District of Texas to enter an order determining the appointment of a patient care ombudsman not necessary. The Debtor provides patient home care services. However, according to Debtor, it does not maintain facilities for in-patient care nor is it in any need of these facilities. Further, the Debtor disclosed there are no current patient care issues or ongoing litigation, complaints, or claims involving patient care apart from Debtor's Chapter 11 filing which was not caused by a deficiency in patient care or patient privacy. Therefore, the Debtor believes there is no need to appoint an Ombudsman to monitor the quality of patient care and to represent the interests of its patients. The Debtor is represented by: Carlos Miranda, Esq. Miranda & Maldonado, PC 5915 Silver Springs Bldg. 7 El Paso, TX 79912 Tel: (915) 587-5000 Email: cmiranda@eptxlawyers.com About Always Caring Health Care Services, Inc. Always Caring Health Care Services, Inc. filed a petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 22-30120) on Feb. 18, 20212, listing up to $50,000 in assets and up to $10 million in liabilities. J. Thomas Ullrich, authorized representative, signed the petition. Judge H. Christopher Mott oversees the case. The Debtor tapped Miranda & Maldonado, PC as legal counsel. ALWAYS CARING: Seeks to Tap Miranda & Maldonado as Legal Counsel ---------------------------------------------------------------- Always Caring Health Care Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Miranda & Maldonado, PC as its legal counsel. Miranda & Maldonado will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation and management of its business; (b) attend the initial debtor conference and sec. 341 meeting of creditors; (c) prepare legal papers; (d) review pre-bankruptcy executory contracts and unexpired leases entered by the Debtor and to determine which should be assumed or rejected; (e) assist the Debtor in the preparation of a disclosure statement, the negotiation of a plan of reorganization with the creditors in its case, and any amendments thereto, and seek confirmation of the plan of reorganization; and (f) perform all other legal services for the Debtor. The hourly rates of Miranda & Maldonado's counsel and staff are as follows: Carlos A. Miranda, Esq. $325 Carlos G. Maldonado, Esq. $275 Legal Assistant $125 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $20,000. Carlos Miranda, Esq., an attorney at Miranda & Maldonado, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carlos A. Miranda, Esq. Carlos G. Maldonado, Esq. Miranda & Maldonado, PC 5915 Silver Springs, Bldg. 7 El Paso, TX 79912 Telephone: (915) 587-5000 Facsimile: (915) 587-5001 Email: cmiranda@eptxlawyers.com cmaldonado@eptxlawyers.com About Always Caring Health Care Services Always Caring Health Care Services, Inc., a home health care services provider in El Paso, Texas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 22-30120) on Feb. 18, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. J. Thomas Ullrich, authorized representative, signed the petition. Judge H. Christopher Mott oversees the cases. Miranda & Maldonado, PC serves as the Debtor's legal counsel. AMERICAN SLEEP: Disclosures Hearing Continued to March 16 --------------------------------------------------------- Judge Charles M. Walker ordered that the hearing on the adequacy of the Disclosure Statement of American Sleep Medicine, LLC currently scheduled for Feb. 16, 2022, at 11:00 a.m., is continued until March 16, 2022 at 11:00 a.m. on Judge Walker's Ch. 7 and Ch. 11 Hearing Docket. American Sleep Medicine filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Chapter 11 Disclosure Statement on behalf of Chapter 11 Plan dated Jan. 6, 2022. Class 4 General unsecured claims will be paid $5,000 per month for a period of no less than 60 months. Class 4 will receive no less than 25% of the allowed amount of their claims. The Plan will be funded from income of the Debtor as a sleep medicine treatment center. A full-text copy of the Disclosure Statement dated Jan. 6, 2022, is available at https://bit.ly/33E5eMA from PacerMonitor.com at no charge. Counsel to the Debtor: STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About American Sleep Medicine American Sleep Medicine, LLC, filed a petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 21-02741) on Sept. 8, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Jerry Lauch, president of American Sleep Medicine, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz is the Debtor's legal counsel. ServisFirst Bank, as lender, is represented by Austin L. McMullen, Esq., at Bradley Arant Boult Cummings LLP. APOLLO ENDOSURGERY: Laurence Lytton Has 9.3% Stake as of Dec. 31 ---------------------------------------------------------------- Laurence W. Lytton disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, he beneficially owns 3,689,920 shares of common stock of Apollo Endosurgery, Inc., representing 9.3 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1105806/000093583622000197/apolloendosurgery13ga.htm About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $22.61 million for the year ended Dec. 31, 2020, compared to a net loss of $27.43 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $71.08 million in total assets, $71.17 million in total liabilities, and a total stockholders' deficit of $92,000. APOLLO ENDOSURGERY: Nantahala, et al. Report 9.9% Equity Stake -------------------------------------------------------------- Nantahala Capital Management, LLC disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, it may be deemed to be the beneficial owner of 3,971,642 shares of common stock of Apollo Endosurgery, Inc. held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Wilmot B. Harkey, and Daniel Mack may be deemed to be a beneficial owner of those shares. As of Dec. 31, 2021, each of the reporting persons may be deemed to be the beneficial owner of 9.9% of the total number of shares outstanding (based upon 39,546,323 shares outstanding as of Dec. 31, 2021 as provided by the issuer, in addition to 192,201 shares issuable to reporting persons through conversion of 6.0% convertible debentures due 2026 or warrant exercise, as well as 17,658 PIK shares issuable to reporting persons, within 60 days). A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1251769/000110465922021616/tm222623d5_sc13ga.htm About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $22.61 million for the year ended Dec. 31, 2020, compared to a net loss of $27.43 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $71.08 million in total assets, $71.17 million in total liabilities, and a total stockholders' deficit of $92,000. APOLLO ENDOSURGERY: Stonepine, et al. Report 6.5% Equity Stake -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, these entities and individuals disclosed that as of Dec. 31, 2021, they beneficially own 2,655,129 shares of common stock of Apollo Endosurgery, Inc., representing 6.5 percent of the shares outstanding: * Stonepine Capital Management, LLC * Stonepine Capital, L.P. * Jon M. Plexico * Timothy P. Lynch Stonepine Capital Management is the general partner and investment adviser of investment funds, including Stonepine Capital, L.P. Mr. Plexico and Mr. Lynch are the control persons of Stonepine Capital Management. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1251769/000093583622000123/apollo13ga2022.htm About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $22.61 million for the year ended Dec. 31, 2020, compared to a net loss of $27.43 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $71.08 million in total assets, $71.17 million in total liabilities, and a total stockholders' deficit of $92,000. ARCHDIOCESE OF AGANA: In Difficult Situation w/ Assault Survivors ----------------------------------------------------------------- Haidee Eugenio Gilbert of The Guam Daily Post reports on the difficult situation that the Agana Archdiocese is in together with sexual abuse survivors. "What can the archdiocese pay 'without losing their entire community?'," says Guam District Judge Frances Tydingco-Gatewood. Two sides, but one goal. That's how District Court of Guam Chief Judge Frances Tydingco-Gatewood on Monday described the "difficult" situation the Archdiocese of Agana and the survivors of sexual assault find themselves in, as both parties identify sources of assets to compensate more than 290 abuse claimants. The judge said she believes both parties have the same goal of compensating the "many victims" of clergy abuse. "It comes down to what the archdiocese is capable of paying without losing their entire community. That's really the bottom line," the judge said on the second day of the trial that would determine whether the assets of Catholic parishes and schools could be used to pay clergy sex abuse survivors. However, no amount can ever restore the survivors' "lives or innocence," even if there's $500 million available, Tydingco-Gatewood said. The Archdiocese of Agana's latest plan to get out of bankruptcy involves a proposal of up to $34 million for abuse survivors' compensation. The committee of creditors representing mainly abuse survivors, meanwhile, is proposing payouts to be at a minimum of $100 million from insurance firms and real property assets, including the assets of parishes and schools. The judge shared her thoughts about the case after archdiocese attorney Keith Talbott suggested witnesses' testimony should not be cut off just by sharing their beliefs based on canon law or the law of the Catholic Church. Attorney Edwin Caldie, representing the Official Committee of Unsecured Creditors, objected to the suggestion, saying it would entangle the court in canon law. It was the second day of the marathon trial, which starts at 8 a.m. and ends at 3:30 p.m. daily over the next two weeks. Archbishop as witness Archbishop Michael Jude Byrnes, who took the witness stand Monday, acknowledged the archdiocese's stand that he, as archbishop, only holds the assets of schools and parishes in trust, for the benefit of schools and parishes. Responding to a series of questions, the archbishop said he signs off on parish and schools' spending exceeding $25,000. Caldie said because the archbishop himself described the Catholic Church on Guam as "one body," he, therefore, administers the church for the benefit of the whole archdiocese. Hundreds of pages of documents were marked and admitted as evidence, including the archdiocese's original and amended articles of incorporation and Byrnes' statements about the filing of the archdiocese's bankruptcy in January 2019. At the time, Byrnes asked parishes, schools and other entities under the archdiocese to comply with financial restrictions during the Chapter 11 bankruptcy. 'Planning, scrutiny and prayers' Former Archdiocesan Finance Council President Richard Untalan, who also took the witness stand, testified on the finance council's work in 2016 to 2018 in identifying so-called essential and nonessential assets of the whole archdiocese, including parishes and schools, that could be used to "settle" the claims of survivors of clergy sexual assault. Untalan, a real estate developer who holds a law degree, said there was a lot of pushback from the parishes and schools at the time, until Byrnes asked "everyone" for their help. He also corroborated earlier witness testimony of the financial difficulties the archdiocese, its schools and parishes faced, at the time the council was tasked to assess the archdiocese's assets and debts. Untalan said there was lots of "planning, scrutiny and prayers" that went on. At the time, he said, there was some confusion about some of the properties they thought were owned by the archdiocese, but that were later found to be owned by other entities such as the Sisters of Mercy and the Catholic Social Service. Leo Tudela, the chairman of the creditors' committee representing survivors of clergy assault, was also present in court Monday, along with committee co-counsel Andrew Glasnovich. Take back donations? The judge also heard from three other witnesses who are parishioners from Yigo, Toto and Chalan Pago, including Francis Guerrero, Maria Taitano and Joseph I. Cruz. Archdiocese attorney Geri Diaz asked them about their individual parish operations and finances, as well as the local culture and traditions of families donating properties for use as parishes and schools. Caldie asked the parishioner-witnesses whether they would ask the archbishop or the archdiocese to give them back their donations to their parish in the event their parish building closes or is merged with another parish. "No" was the consistent answer from the parishioners. The creditors' committee argued earlier that at the time the donations of properties were made, there was no intent to create a resulting trust that the archdiocese is now using to shield school and parish assets. About Agana Archdiocese The Roman Catholic Archdiocese of Agana is an ecclesiastical territory or diocese of the Catholic Church in the United States that comprises the United States dependency of Guam. The Roman Catholic Archdiocese of Agana sought Chapter 11 protection (Bankr. D. Guam Case No. 19- 00001) on Jan. 9, 2019. In the petition signed by Most Rev. Michael Jude Byrnes, Coadjutor Archbishop of Agana, it listed $22.96 million in assets, with $45.66 million in liabilities. The case is handled by Honorable Judge Frances M Tydingco-Gatewood. Edwin H. Caldie, of Stinson Leonard Street LLP, is the Debtor's counsel. ASPIRA WOMEN'S: Seamark Capital Reports 5% Equity Stake ------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Aspira Women's Health Inc. as of Dec. 31, 2021: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Seamark Capital, L.P. 5,558,966 5% John D. Fraser 6,084,162 5.4% David T. Harrington 6,488,966 5.8% Seamark Capital, L.P. is the sole investment advisor to the Seamark Fund, L.P., a passive investment partnership vehicle. Messrs. Fraser and Harrington are co-managing partners of Seamark Capital, L.P., and are sole partners of Seamark Partners, L.P., the general partner of Seamark Capital, L.P. The aggregate ownership percentage of shares of the issuer's common stock owned by each person named in this Schedule 13G is based upon 112,126,549 shares of the issuer's common stock outstanding as reported in the issuer's Form 10-Q quarterly report for the fiscal quarter ended Sept. 30, 2021. Seamark Capital, L.P., and John D. Fraser, co-managing partner, and David T. Harrington, co-managing partner, are beneficial holders in the aggregate of 7,014,162 shares of issuer's common stock. In so much as Messrs. Fraser and Harrington serve as co-portfolio managers of Seamark Capital's advisory client, the Seamark Fund, L.P., the parties may be deemed to collectively represent a group with respect to voting rights and dispositive rights. Investment decisions for Seamark Capital are made solely through the co-managing partners, who individually also make investment decisions for each of their own respective direct holdings. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/926617/000119312522044209/d239420dsc13ga.htm About Aspira Women's Health ASPIRA formerly known as Vermillion, Inc. -- http://www.aspirawh.com-- is transforming women's health with the discovery, development and commercialization of innovative testing options and bio-analytical solutions that help physicians assess risk, optimize patient management and improve gynecologic health outcomes for women. OVA1 plus combines its FDA-cleared products OVA1 and OVERA to detect risk of ovarian malignancy in women with adnexal masses. ASPiRA GenetiXSM testing offers both targeted and comprehensive genetic testing options with a gynecologic focus. With over 10 years of expertise in ovarian cancer risk assessment ASPIRA has expertise in cutting-edge research to inform its next generation of products. Its focus is on delivering products that allow healthcare providers to stratify risk, facilitate early detection and optimize treatment plans. Aspira Women's reported a net loss of $17.90 million for the year ended Dec. 31, 2020, a net loss of $15.24 million for the year ended Dec. 31, 2019, and a net loss of $11.37 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $48.05 million in total assets, $9.54 million in total liabilities, and $38.50 million in total stockholders' equity. ATP TOWER: Fitch Affirms 'BB+' Foreign Curr. IDR, Outlook Negative ------------------------------------------------------------------ Fitch Ratings has affirmed ATP Tower Holdings, LLC (ATP) Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook has been revised to Negative from Stable. The Outlook revision to Negative is due to the under-performance of ATP relative to Fitch's expectations during the past year. Challenges faced by the company include currency weakness, which has contributed to lower EBITDA, and a slower than expected build out of towers due to supply chain issues. ATP's ratings could be downgraded should net leverage sustain above 7x, or on lower profitability expectations. KEY RATING DRIVERS Higher Than Expected Leverage: ATP generated USD31 million of EBITDA during the LTM ended Sept. 30, 2021, which was an increase from USD 24 million during 2020. Its net leverage ratio for this time period was 8.5x. ATP announced earlier this month that it had acquired BTS Towers, a telecommunication tower owner with operations primarily in Peru and Ecuador, and to lesser extent, Colombia and Paraguay. Fitch estimates the company's pro-forma net leverage following this transaction will increase to 8.7x. Both of these ratios compare negatively with Fitch's prior projected leverage ratio of 7.4x for 2021. Slower than Anticipated Roll-out: ATP's tower expansion has not met Fitch's expectations, due to various factors, including supply and logistical constraints. ATP had 3,125 towers as of Sept. 30. 2021. This compares with Fitch's prior expectation of 3,600 towers at the end of 2021. The company will add 350 additional towers to its portfolio through the BTS acquisition. Elevated metal prices and high multiples paid for tower acquisitions are factors that will be monitored to the extent they slow forecast growth and deleveraging. Fitch's base case for ATP's rating created an expectation that ATP's revenues would grow to USD101 million, and its EBITDA to USD50 million by 2021, expanding to USD145 million and USD80 million, respectively by 2024. These figures are adjusted for Fitch's lease criteria, which does not add back lease depreciation or interest expense. Key factors supporting this growth was an expansion of the company's towers to 5,000 by 2024 and a projected increase in tenants per tower to 1.6 from 1.4. Long-Term Growth Opportunities: Positively, the demand for data capacity continues to grow rapidly. Wireless companies have been densifying their 4G LTE networks, which increases the network capacity, and are implementing technological evolutions to increase speed and capacity. Mobile broadband services remain a key factor in future revenue and cash flow growth for the tower industry. The development of 5G in Chile in the near term and in Peru and Colombia long-term should support tower demand. Counterparty Risk: ATP benefits from contracts with its clients that are typically 10 years in initial length. The average remaining life of its contracts is approximately seven years. These contracts mitigate volume and price risk and are positively factored into the ratings. Client concentration is high, particularly as Telefonica SA plans to exit the region and its subsidiaries in Peru and Chile have lost market share. Increasing Competition: ATP's ratings are constrained by its small size when compared to most peers in the independent infrastructure space. Competition in the telecom infrastructure business has continued to increase with larger rivals growing both organically and inorganically. American Tower Corporation is a large competitor in Latin America. America Movil has also announced a plan to spin-off its towers across the region (ex-Colombia), adding another large competitor. In Colombia, Empresa de Telecomunicaciones de Bogota, S.A., E.S.P. (ETB, BB+/Stable) has plans with Enel S.p.A. (A-/Stable) to build and commercialize a wholesale network serving Bogota. DERIVATION SUMMARY ATP and other digital infrastructure operators have operating profiles with high visibility and stability of rental income based on passive infrastructure and long-term contracts, offset by underlying asset specificity that impacts liquidity of sale. The tower industry employs a stable business model and experiences much lower business risk than many business models within the telecommunications segment. The North American wireless telecom tower industry is dominated by American Tower Corporation (BBB+/Negative) and Crown Castle International Corp. (BBB+/Stable). These operators have better business profiles than ATP due to larger scale, more diversification, and exposure to a more stable and mature telecommunications industry. Operadora de Sites Mexicanos, S.A. de C.V. (Opsimex, BBB/Positive) also has stronger business and financial profiles than ATP, and benefits from its dominant market position in Mexico, favorable relationship with America Movil, and a track record of consistent deleveraging. In addition to its small size and greater emerging market exposure, ATP's relatively short track record and ambitious growth trajectory limit the rating. The company's EBITDA net leverage metrics are consistently higher than global peers' (YE 2020: 7.8) and are most closely in line with European operator Cellnex Telecom S.A. (BBB-/Stable). However, Cellnex's elevated leverage metrics are supported by a much larger business scale and more mature operating environment. Indonesian peers PT Profesional Telekomunikasi Indonesia (Protelindo, BBB/Stable) and PT Tower Bersama Infrastructure (TBI, BBB-/Stable) are medium-sized players with business profiles that are more in line with ATP. However, these issuers are much stronger than ATP financially, boasting lower leverage metrics and much higher profitability margins. KEY ASSUMPTIONS -- Revenue growth approximately doubling over the rating horizon from USD75 million in 2020 to USD140 million in 2024; -- EBITDA margins improving from 38% to 55% as improving tenancy drives economies of scale; -- Capex around USD170 million in 2021, falling to USD53 million in 2024; -- Gross debt of USD375 million - USD435 million as the company draws on its revolver to support liquidity, no major new issuances; -- No M&A is included in the base case, nor are any dividend distributions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Stronger than expected revenue growth over the medium term, driving EBITDA margins over 60%; -- Net leverage sustained below 6.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Revenue growth in the medium term slowing to the mid-single digits, with EBITDA margins of around 50%; -- Net leverage sustained above 7.0x; -- The loss of a major tower tenant, while unlikely, could drive a downgrade of the ratings. 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 As of Sept. 30, 2021, ATP had readily available cash and equivalents of USD109 million and no debt maturities until 2026. ATP's liquidity is supported by a USD60 million revolving credit facility, which was fully undrawn as of 3Q21. ATP's financial flexibility and liquidity are constrained by its high investment requirements over the next two years. ATP has historically been FCF negative; Fitch expects this trend to continue as ATP invests in network improvement and expansion. Fitch expects organic capex, rather than M&A, to drive the company's growth. ISSUER PROFILE Andean Telecom Partners (ATP) a privately-owned provider of digital and telecommunication infrastructure in the Andean region, with operations in Colombia, Peru, Chile, Ecuador and Paraguay. ATP owns, operates, manages, and leases telecommunications towers, rooftops, small cells, distributed antenna systems (DAS), optical fiber networks & nodes, and C-RAN solutions. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. AYRO INC: Provides Incremental Corporate Update ----------------------------------------------- AYRO, Inc. provided an update on recent corporate and strategic initiatives from CEO Thomas Wittenschlaeger: Dear Shareholders and Investors, In the business update I provided in mid-December at our Annual Shareholders Meeting, I highlighted a number of initiatives we are currently undertaking at AYRO. Now, in mid-February, with further accomplishments and additional initiatives underway, I wanted to provide investors with an update on some of these initiatives. We continue to take steps to shift our supply chain structure away from Asia and to a North America-based strategy. Having more localized control of our supply chain will be critical to shortening our vehicle delivery time and lowering our unit costs. We will have more to discuss around this topic in future updates. For now, please note that this initiative continues to be at the cornerstone of our manufacturing strategy. Customer interest in the low-speed vehicle (LSV) food delivery segment continues to be robust. In many urban areas, a LSV solution to food delivery is quite feasible and appropriate, and we believe our leadership position in the LSV segment should bode well for our competitive positioning. Moreover, our distribution partnerships with Club Car and Gallery Carts remain quite important in this segment and allow us to offer food box architecture and configuration solutions, which are necessary components of food delivery. We look forward to additional progress on this front and further honing our LSV strategy. With respect to our cost structure and overhead expenses, we recently reduced our senior staff footprint and associated expenses by 40%, except for related one-time separation costs, with no discernible impact on ongoing operations. As I mentioned in our December update, every aspect of our operation must be justified, including personnel and outsourced services. Although our cash position is quite healthy at $77M as of September 30, 2021 and we have no debt, remaining vigilant on expense control must continue to be an essential part of our operations. Given our strong financial condition, we are also evaluating other options for the strategic deployment of capital beyond our ongoing strategic initiatives. We believe there are potentially other segments of the electric vehicle (EV) market that could be additive to our planned suite of offerings and services. While we are not committed to this approach, we believe it prudent to assess the EV landscape for potential businesses that would allow us to accelerate our revenue growth and reach critical scale faster. Lastly, I wish to underscore that we will recognize record revenue and record unit deliveries of the Club Car Current in the fourth quarter of 2021, even amid the unprecedented supply chain disruptions affecting all businesses. Additionally, we expect sequential revenue growth in each of the first two quarters of 2022. Supporting this revenue outlook is Club Car's recent introduction of the lithium-battery powered version of the Current. We are optimistic that buyers will find this version quite appealing, for not only does this lithium version bring inherent "green" advantages over the standard lead-acid battery version, but it also offers enhanced hill climbing performance and air conditioning for warmer climates. In summary, we continue to make progress in positioning AYRO for sustainable success in the EV market, and specifically in the LSV segment of the EV market. The food delivery market represents an enormous market opportunity that goes beyond simply the vehicle component. We intend to capitalize on this distinction and will certainly share additional progress on this front in the future. We take expense control seriously and are adamant about being incredibly efficient with our capital. Furthermore, we will look to be opportunistic with our capital as well, and we are exploring potential partnerships and acquisitions that could be synergistic with our competitive stance in the market. Lastly, we do not want to give the impression that we have taken our eye off our need and ability to grow our revenue. We will report record revenue in the fourth quarter and, based on our current forecast, expect record revenue again in both the first and second quarters of 2022. I would like to thank all of our loyal shareholders and look forward to providing additional updates in the future. Regards, Thomas M. Wittenschlaeger CEO - AYRO Corp. About AYRO Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com -- engineers and manufactures purpose-built electric vehicles to enable sustainable fleets. With rapid, customizable deployments that meet specific buyer needs, AYRO's agile EVs are an eco-friendly microdistribution alternative to gasoline vehicles. Ayro reported a net loss of $10.76 million for the year ended Dec. 31, 2020, a net loss of $8.66 million for the year ended Dec. 31, 2019, and a net loss of $18.75 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $85.08 million in total assets, $6.76 million in total liabilities, and $78.33 million in total stockholders' equity. BELLRING BRANDS: S&P Alters Outlook to Pos., Affirms 'B' ICR ------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based BellRing Brands Inc. S&P revised the outlook to positive from stable. S&P assigned its 'B' issuer credit rating to BellRing Distribution LLC (to be renamed BellRing Brands Inc. at close), the new parent company of BellRing. BellRing Distribution will be the borrower on the proposed new debt facilities. S&P said, "Additionally, we assigned our 'B' issue-level rating to the proposed senior unsecured notes. The recovery rating is '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. We will withdraw the rating on the existing senior secured credit facilities after the transaction closes, which is expected in March 2022. All ratings are subject to receipt and review of final documentation." BellRing Brands Inc. is separating from parent company Post Holdings, as Post plans to distribute its interest in BellRing to Post shareholders. As part of the separation transaction, BellRing will issue new $840 million senior unsecured notes due 2032 to refinance existing debt and Post will distribute $405 million in cash to existing BellRing stockholders. BellRing will also partially fund the transaction with $109 million drawn on its new $250 million senior secured revolver due 2027 (not rated). S&P said, "The positive outlook reflects the possibility of an upgrade over the next year if the company continues to demonstrate strong operating performance and prudent financial policies following the spinoff from Post, with leverage sustained below 4.5x. We expect demand to remain robust in 2022, with continued high growth in consumption rates and improving capacity resulting in greater than 10% revenue growth for the company. We expect similar strong revenue performance from BellRing in 2023, as capacity continues to come online and the company ramps up marketing efforts and increases stock keeping units (SKUs) and total distribution points (TDPs). Additionally, BellRing has made large percentage gains in household penetration rates, which we expect to continue, further supporting our growth forecast. "We forecast pro forma debt leverage for the 12-months-ended Dec. 31, 2021, of roughly 4x from 2.3x prior to the transaction. The company repaid $90 million on their existing term loan in the first quarter. Despite higher leverage, we forecast S&P Global Ratings' adjusted debt to EBITDA will be around 4x for the fiscal year ending Sept. 30, 2022. As a standalone entity, we expect the company will demonstrate prudent financial policies with manageable leverage. There is the potential for BellRing to employ a more acquisitive growth strategy going forward, with temporary increases in leverage for debt funded acquisitions, however we expect the company will maintain leverage below 5x. We do not expect the company to make sizable share repurchases or implement a formal shareholder dividend, but rather focus on reinvesting into the business to expand distribution and market share." Lower volumes partially offset price increases, leading to continued strong growth in the first-quarter-ended Dec. 31, 2021. Revenue grew 8.5% in the first quarter, driven by Premier Protein growth in key channels such as food, drug, and mass (FDM) as well as e-commerce, and very high growth of 40.6% for the Dymatize brand. Volumes for Premier Protein declined 6% because of supply chain constraints and reduced promotional activities. As a result of these supply chain constraints, the company experienced declines in TDPs versus the same prior year period, with some sequential quarterly improvement. The company secured additional manufacturing capacity in 2022 and beyond, adding capacity at existing co-manufacturers and new facilities to its network. BellRing entered into an agreement with Post whereby Post will build a shake processing facility dedicated to BellRing's Premier Protein brand, which is expected to be completed in 2023. Notably, the company's total consumption increased despite the recent declines in distribution, supporting S&P's belief that the brand remains underpenetrated and high growth rates are likely to persist over the next few years. S&P said, "We anticipate margins will modestly decline in 2022 as a result of ongoing supply chain challenges and inflationary pressures, however the company continues to generate healthy free cash flow. We forecast higher input costs for whey and milk proteins will result in gross profit margin declines of roughly 100 basis points (bps) in 2022. Given the reduced supply levels and depleted inventory, we anticipate lower marketing and promotional spending in fiscal 2022, which will partially mitigate EBITDA margin deterioration. Overall we expect EBITDA margin declines of roughly 25–50 bps. We anticipate BellRing will focus on rebuilding inventory levels and safety stock in fiscal 2022, which will result in roughly $90 million in working capital cash outflows and $3 million-$4 million in capital expenditures, resulting in about $55 million-$65 million in free operating cash flow (FOCF) generation. We expect working capital levels to normalize in fiscal 2023, resulting in our expectations for roughly $125 million-$150 million in FOCF generation. "BellRing has a narrow business focus, with significant concentration in Premier Protein and the club channel. We believe events such as the loss of its major customer or a product recall in the Premier Protein ready-to-drink (RTD) portfolio could be highly detrimental to the company. The Premier Protein brand represented 82% of last-12-month (LTM) sales as of first quarter fiscal 2022. The brand is primarily sold through the club channel. Furthermore, there is substantial concentration with its No. 1 club customer. Its top two customers, Costco and Walmart (which includes Sam's Club) accounted for about 65% of sales in fiscal 2021. BellRing is diversifying its channel mix with further expansion into food, drug, and mass (FDM) and e-commerce, which now comprise 26% and 12% of its revenue, respectively, and we expect high growth from the FDM and e-commerce segments over the next 12-24 months. We believe favorable trends in the convenient nutrition category will continue as well, however the space is fragmented and highly competitive, which could result in pricing pressure. Further risks include sudden changes in consumer preference, and a large percentage of sales coming from untracked channels, providing less visibility into future performance. "The positive outlook reflects the possibility that we could raise our ratings on BellRing over the next 12 months if the company keeps debt leverage below 4.5x." S&P believes this could occur if the company: -- Demonstrates continued strong operating performance with organic revenue growth in the high-single-digits with its diversification strategy into other channels, such as FDM and e-commerce; -- Maintains solid profitability and healthy FOCF, despite S&P's expectation for near-term inflation pressure and working capital investments; and -- Commits to and demonstrates prudent financial policies as a standalone entity, including maintaining leverage below 4.5x, even factoring in potential acquisitions. S&P could revise its outlook back to stable if it forecast leverage will remain more than 4.5x. S&P believes this could occur if: -- Demand for Premier Protein shakes wanes because of increased competition from existing or new entrants in its categories; -- Inflationary pressures erode profitability and cash flow; -- BellRing cannot secure adequate manufacturing capacity to rebuild inventory levels; -- The company loses its largest customer; or -- The company makes large, debt-financed acquisitions or shareholder returns. ESG credit indicators: E2, S2, G2 BELLRING DISTRIBUTION: Moody's Gives B2 CFR & Rates $840MM Notes B3 ------------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to BellRing Distribution, LLC's ("New BellRing" or "BellRing") proposed new $840 million 10-year unsecured notes. Moody's is also reassigning corporate ratings to the new debt issuer BellRing including a B2 Corporate Family Rating, a B2-PD Probability of Default Rating, and an SGL-1 Speculative Grade Liquidity rating. The corporate ratings are effectively unchanged from BellRing Brands, LLC's ("BellRing LLC") B2 CFR, B2-PD PDR, and SGL-1 Speculative Grade Liquidity rating, ratings which Moody's is withdrawing. Moody's will withdraw BellRing LLC's existing B2 ratings on the senior secured debt, including the revolver and term loan, at the close of the transaction. The rating outlook is stable. The actions are prompted by the launch of the notes offering and follow Post Holdings, Inc.'s ("Post") and BellRing Brands, Inc.'s ("Old BellRing") earlier October 27, 2021 announcement of the signing of a transaction agreement related to Post's previously announced plan to distribute a significant portion of its interest in BellRing LLC to shareholders of Post. Through a series of transactions for tax efficiency, Post will contribute its interest in Old BellRing and BellRing LLC into a newly formed subsidiary, BellRing Distribution, LLC and distribute at least 80% of its interest in BellRing Distribution, LLC to Post shareholders in a pro rata distribution, and upon completion of the distribution, Old BellRing will merge with a subsidiary of BellRing Distribution, LLC. BellRing Distribution, LLC will incur debt pursuant to the transaction, the proceeds of which will be used in part to fund the cash portion of the consideration being paid in the merger that is anticipated to be approximately $400 million, of which both Post and Old BellRing stockholders will receive. Following the distribution and merger, BellRing Brands, LLC is expected to be a wholly-owned indirect subsidiary of BellRing Distribution, LLC and it is expected that Post will own no more than 14.2% of the BellRing Distribution, LLC stock, which it ultimately expects to use to repay creditors of Post without any additional debt being placed at BellRing. BellRing Distribution, LLC is expected to be renamed BellRing Brands, Inc. in conjunction with the transactions and will be the issuer of the notes and publicly traded common stock. The proceeds from the $840 million unsecured notes and a partial draw of approximately $109 million on the new unrated $250 million revolving credit facility will effectively be used to pay the one-time approximately $400 million cash dividend related to the distribution and merger transaction, repay the existing $520 million term loan at BellRing LLC, and pay transaction fees. Moody's estimates that BellRing's debt-to-EBITDA (on Moody's adjusted basis) will increase by approximately 2 turns from 2.3x to 4.2x (as of December 31, 2021, pro forma for the financing transaction) due to the approximately $430 million increase in BellRing's overall debt balance. The increase in debt, cash interest expense and leverage is credit negative for BellRing. Moody's is nevertheless effectively maintaining a B2 CFR on the company because leverage remains within the expected range for the ratings. Moody's also expects the company to continue to generate comfortably positive free cash flow and maintain very good liquidity. The B3 rating on the unsecured notes is one notch lower than the B2 Corporate Family Rating, reflecting their effective subordination relative to the senior secured revolver, which is secured by substantially all domestic assets. The following ratings/assessments are affected by the action: New Assignments: Issuer: BellRing Distribution, LLC (expected to be renamed BellRing Brands, Inc.) Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Senior Unsecured Global Notes, Assigned B3 (LGD4) Ratings Withdrawn: Issuer: BellRing Brands, LLC Corporate Family Rating, Withdrawn, previously rated B2 Probability of Default Rating, Withdrawn, previously rated B2-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 Outlook Actions: Issuer: BellRing Brands, LLC Outlook, Remains Stable Issuer: BellRing Distribution, LLC (expected to be renamed BellRing Brands, Inc.) Outlook, Assigned Stable RATINGS RATIONALE BellRing's B2 Corporate Family Rating reflects high concentrations in its narrow protein shake, powder and bar product lines, customer base, and supply chain. Specifically, the Premier Protein brand and ready-to-drink ("RTD") shakes currently generate over 80% of the company's sales; 55% of company sales are generated through club channels; and production is highly concentrated among a few contract manufacturers, although with increasing capacity. The high product concentration creates potential earnings volatility given the highly competitive market for shakes, powders, and bars including new entrants. The competition creates continual investment needs to sustain the good competitive position. The company's credit profile benefits from favorable demand dynamics, reflecting growing consumer demand for healthy, convenient, protein-enriched food and beverages. The credit profile is also supported by BellRing's attractive profit margins and very good liquidity. Acquisitions could lead to periodic increases in leverage as the company ultimately seeks to invest in growth and diversify the product portfolio and geographic reach. Moody's expects BellRing to maintain very good liquidity over the next 12 months, as reflected in its SGL-1 Speculative Grade Liquidity rating. The company should generate roughly $125 million of free cash flow over the next 12 months, excluding the one-time dividend being paid as part of the separation from Post. Liquidity is additionally supported by availability under the new $250 million senior secured revolving credit facility expiring in 2027. As of December 31, 2021, and pro forma for the financing transaction, BellRing will have $30 million of cash, and availability of approximately $140 million on the new revolver. Under the terms of the new credit agreement, the company will be subject to a total net leverage ratio covenant not to exceed 6.00x. Moody's projects good covenant cushion over the next year. The company has no material near-term debt maturities. ESG CONSIDERATIONS BellRing is moderately exposed to environmental risks, including those related to natural capital and waste and pollution, among others. The company is also moderately exposed to social risks including those related to customer relations, responsible production, and health & safety. Governance risk reflects the company's relatively high leverage given its higher risk credit profile related to product, brand, and supply chain related concentrations. BellRing has stated that its financial policy includes maintaining net debt/EBITDA at around 3.0x (4.0x as of December 31, 2021 per the company's calculation, pro forma for the financing transaction) with potential to increase temporarily up to 5.0x for an acquisition. Acquisitions could improve earnings diversity, but would also potentially add to debt and leverage. The company does not pay a dividend (other than tax distributions to Post, which should come to an end after the separation in 2022). The preferred mode of distributing cash to shareholders will likely be stock buybacks. Share repurchases weaken the credit profile but are more discretionary than dividends, which allows the company flexibility to redirect free cash flow to debt reduction or reinvestment. Also, less than 75% of the board members are independent and there is also some concentrated ownership in BellRing shares, including by Route One Investment Company, which owned more than 13% of Old BellRing shares as of September 30, 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that BellRing will remain highly concentrated in its product offering, customer base, and supply chain and that the concentration constrains the potential for an upgrade even with debt-to-EBITDA leverage below 4.0x. Moody's also assumes in the stable outlook that the company will continue to generate modest growth and increasingly stable earnings, and that event risk creates potential for leveraging transactions such as acquisitions. A rating upgrade could occur if BellRing is able to materially diversify its product offerings, geographic reach, and supply chain. Steady organic growth with stable profitability is also necessary for an upgrade. Quantitatively, the company would also need to sustain debt/EBITDA below 4.0x to be upgraded. A rating downgrade could occur if BellRing is unable to maintain stable operating performance, margins were to significantly deteriorate from current levels, or the financial policy becomes more aggressive. A major supply disruption or loss of or volume reductions at a key customer could also result in a rating downgrade. Quantitatively, a downgrade could occur if debt/EBITDA is not likely to be sustained below 5.0x, or liquidity deteriorates. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Based in St. Louis, Missouri, BellRing sells convenient nutrition products such as ready-to-drink protein shakes, other RTD beverages, protein powders, and nutrition bars. Old BellRing closed its IPO in October 2019, and as a holding company, has no material assets other than its ownership of BellRing LLC units. As a result of the IPO and certain other transactions completed in connection with the IPO, BellRing LLC became the holder of the active nutrition business of Post. As of December 31, 2021, Post held a 71.5% economic interest in BellRing LLC, and 67% of the combined voting power of the common stock of Old BellRing. Public stockholders of Old BellRing indirectly held 28.5% of the economic interest in BellRing LLC. Following the proposed separation, Post's ownership interest is expected to decline to 14.2%. The company's primary brand is Premier Protein, which generates over 80% of total sales. Other key brands include Dymatize and Power Bar. Revenue for the last twelve-month period ended December 31, 2021 was approximately $1.3 billion. BIOLASE INC: Armistice, Steven Boyd No Longer Own Common Shares --------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they have ceased to beneficially own shares of common stock of Biolase, Inc. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/811240/000119312522042485/d17818dsc13ga.htm About Biolase BIOLASE -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. BIOLASE's proprietary laser products incorporate approximately 300 patented and 35 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $58.51 million in total assets, $28.19 million in total liabilities, and $30.32 million in total stockholders' equity. BITNILE HOLDINGS: Holds 6.16% Equity Stake in Friedman Industries ----------------------------------------------------------------- BitNile Holdings, Inc. disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Feb. 15, 2022, it beneficially owns 422,000 shares of common stock of Friedman Industries, Incorporated, representing 6.16 percent of the shares outstanding. The aggregate percentage of shares reported owned by the reporting person is based upon 6,856,009 shares outstanding, which is the total number of shares outstanding as of Feb. 14, 2022, as reported in the issuer's Quarterly Report on Form 10-Q filed with the SEC on Feb. 14, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/39092/000121465922002863/m217220sc13da4.htm About BitNile Holdings BitNile Holdings, Inc. (formerly known as Ault Global Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com. BitNile reported a net loss of $32.73 million for the year ended Dec. 31, 2020, a net loss of $32.94 million for the year ended Dec. 31, 2019, and a net loss of $32.98 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $225.72 million in total assets, $24.74 million in total liabilities, and $200.98 million in total stockholders' equity. BLACK CREEK: Unsecured Creditors Will Get 100% of Claims in Plan ---------------------------------------------------------------- Black Creek Condos LLC, and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of New Jersey an Original Disclosure Statement describing Joint Chapter 11 Plan of Reorganization dated Feb. 21, 2022. The Debtors collectively own a combined total of twenty-three condominium units in the one hundred thirty-two units in the Black Creek Sanctuary Condominium Association development known as the Black Creek Sanctuary located in the Township of Vernon, New Jersey. The Debtors commenced their respective Chapter 11 cases because of pending litigation, a pending foreclosure action by Pender, as well as to deal with pre-petition real estate taxes, priority taxes owed the State of New Jersey, and various general unsecured debts. Camp Monte has settled, via a Consent Order, the amount of the Ditmas Park lien. The final payment to Ditmas Park is due in February 2022. Once Ditmas is paid in full, the three Camp Monte condominium units previously subject to Ditmas Park's lien will be available to sell, mortgage or continue to generate a stream of rental income to help fund the Debtors' Chapter 11 Plan. In addition, Mr. Rudich has certified through pleadings previously filed with the Court that NMR will continue to make capital contributions to the Debtors to help fund their Chapter 11 Plan. This is a plan of reorganization. The Proponents seek to accomplish payments under the Plan with funds from (i) cash on hand on the Effective Date; (ii) revenue from continued business operations; (iii) capital contributions from NMR & Associates, a non-Debtor entity wholly owned by the Debtors' principal; and (iv) the possible sale or mortgaging of three properties owned by debtor Camp Monte once the secured lien against those properties is paid off in February 2022. The Plan will treat claims as follows: * Class 1 consists of the claim of Pender East Credit 1 Reit, LLC. Judgment of Foreclosure paid in full with interest at the foreclosure judgment rate of interest (less any post-petition payments made by the Debtors) over 60 months from the Effective Date payable as follows: $500,000.00 down payment on the Effective Date. Thereafter, quarterly payments of $100,000.00 with balloon payment of balance owed in month 60. * Class 2 consists of the claim of Ditmas Park Capital, LP. Payments pursuant to Stipulation and Consent Order January 21, 2022 including any extensions agreed to by the parties in writing. * Class 3 consists of the claim of Vernon Township (real estate taxes). Payment in full within 30 days of Effective Date. * Class 4 consists of the claim of Vernon Township (water and sewer lien). Payment in full within 30 days of Effective Date. * Class 5 consists of General unsecured claims in the amount of $4,857.45. Each holder of an Allowed General Unsecured Claim shall receive 100% payment of its claim. Payment shall be made in a lump sum within 60 days of the Effective Date of the Plan by non-Debtor NMR. * Class 6 consists of Equity Interest Holder Moshe Rudich. Retention of Interest. The Plan will be funded by (i) cash on hand on the Effective Date; (ii) revenue from continued operations; (iii) capital contributions from NMR, a non-Debtor entity wholly owned by the Debtors' principal Moshe Rudich; and (iv) the possible sale or mortgaging of three properties owned by Camp Monte once the secured lien held by Ditmas Park on those properties is paid off in February 2022. A full-text copy of the Disclosure Statement dated Feb. 21, 2022, is available at https://bit.ly/3I8CQBo from PacerMonitor.com at no charge. Counsel for Jointly Administered Debtors: HOOK & FATOVICH, LLC 1044 Route 23 North, Suite 100 Wayne, New Jersey 07470 Tel.: 973.686.3800 Fax: 973.686.3801 ILISSA CHURGIN HOOK, ESQ. MILICA A. FATOVICH, ESQ. About Black Creek Condos Black Creek Condos LLC filed a Chapter 11 petition (Bankr. D. N.J. Lead Case No. 21-15192) on June 24, 2021, together with its two affiliates, Black Creek Condos 57592 LLC and Black Creek Condos 57593 LLC. A third affiliate, Camp Monte LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 21-15195) the next day. The Debtors own a combined total of 23 condominium units in the Black Creek Sanctuary Condominium Association development known as the Black Creek Sanctuary located in the Township of Vernon, New Jersey. In the petitions signed by Moshe Rudich, managing member, each Debtor estimated $1 million to $10 million in both assets and liabilities. The cases are jointly administered under Black Creek Condos LLC's case. Judge Stacey L. Meisel oversees the cases. Hook & Fatovich, LLC, serves as counsel for the Debtors. BODY TEK: Unsecured Claims to Get 5% Under Plan ----------------------------------------------- Body Tek Fitness, Inc., et al., submitted a Plan and a Disclosure Statement. The Debtor's reports are evidence that the Debtor has operated with a positive cash flow for the pendency of this case. Class 3 will consist of the Allowed Unsecured Claims which are less than $15,000. Debtor will pay an amount equal to 5% of each allowed claim in 15 quarterly installments commencing on the Effective Date. Class 3 is impaired. Class 4 will consist of Allowed Unsecured Claims which are greater than $15,000. The Debtor will pay an amount equal to 5% of each allowed claim in 60 equal installments commencing on the Effective Date. Class 4 is impaired. Class 5 will consist of Allowed Unsecured Claim of Claim 8 JP Morgan Chase (PPP) $70,224. The Debtor believes this claim will be forgiven, However, if it does not qualify for forgiveness, Debtor will pay an amount equal to 5% of this claim in 60 equal installments commencing on the Effective Date. Class 5 is impaired. Payment to all creditors will be made from operating revenues. Attorney for the Debtor: Susan D. Lasky, Esq. SUSAN D. LASKY, PA 320 SE 18th Street Ft Lauderdale, FL 33316 Tel: (954) 400-7474 Fax: (954) 206-0628 E-mail: Sue@SueLasky.com A copy of the Disclosure Statement dated Feb. 16, 2022, is available at https://bit.ly/3JCigK1 from PacerMonitor.com. About Body Tek Fitness Body Tek Fitness Inc., a Wilton Manors, Florida-based gym chain, and its affiliates, Bodytek Fitness Franchising Inc. and Bodytek Fitness Boca West LLC, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 21-13698) on April 19, 2021. In the petition signed by CEO Michael Verdugo, Body Tek Fitness disclosed $53,000 in total assets and $552,000 in total liabilities. Judge Scott M. Grossman oversees the cases. Susan D. Lasky PA serves as the Debtors' legal counsel. BRAZOS ELECTRIC: Trial in Case vs. ERCOT to Start March 1 --------------------------------------------------------- The Houston Chronicle reports that a year after a historic winter storm left millions of Texans without power for days, the state's largest electrical co-op is set to open its case in federal bankruptcy court in Houston on Tuesday, March 1, 2022, contending it was overcharged hundreds of millions of dollars by the Texas grid operator. Waco-based Brazos Electric, which serves 1.5 million customers in Central Texas, argues that the Electric Reliability Council of Texas broke rules governing the state's power market when it set power prices at the $9,000 per megawatt hour price cap -- more than 300 times the normal price. The elevated price was meant to lure generators to quickly return frozen power plants back online. Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Brazos Electric filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the case. The Debtor tapped Norton Rose Fulbright US, LLP as bankruptcy counsel, Foley & Lardner LLP and Eversheds Sutherland US LLP as special counsel, Collet & Associates LLC as investment banker, and Berkeley Research Group, LLC as financial advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West & Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC serve as special litigation counsel. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's case on March 15, 2021. The committee is represented by the law firms of Porter Hedges, LLP and Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and Lazard Freres & Co. LLC serve as the committee's financial advisor and investment banker, respectively. BRIGHT MOUNTAIN: To Get $250K Loan Under Centre Lane Agreement -------------------------------------------------------------- Bright Mountain Media, Inc. and its subsidiaries entered into a Ninth Amendment to Amended and Restated Senior Secured Credit Agreement to provide for an additional loan amount of $250,000. This term loan shall be repaid on June 30, 2023. The Company and its subsidiaries, CL Media Holdings LLC, Bright Mountain Media, Inc., Bright Mountain LLC, MediaHouse, Inc., are parties to a credit agreement with Centre Lane Partners Master Credit Fund II, L.P. as administrative agent and collateral agent dated June 5, 2020, as amended. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics. In addition to its corporate website, the Company owns and/or manages 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. The Company also owns an ad network which was acquired in September 2017. Bright Mountain reported a net loss of $72.71 million for the year ended Dec. 31, 2020, a net loss of $4.17 million for the year ended Dec. 31, 2019, and a net loss of $5.22 million for the year ended Dec. 31, 2018. As of March 31, 2021, the Company had $33.07 million in total assets, $30.67 million in total liabilities, and $2.41 million in total shareholders' equity. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Dec. 23, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BRISTOL PROPERTIES: Taps Kirby Aisner & Curley as Special Counsel ----------------------------------------------------------------- Bristol Properties LLC seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to employ Kirby Aisner & Curley LLP as its special counsel. Kirby Aisner & Curley will render these services: (a) review title searches; (b) identify the nature of the Debtor's real estate interests and determine if there is any value to these property interests; and (c) liquidate or abandon said real estate interests for the benefit of creditors of the estate. The hourly rates of the firm's counsel and staff are as follows: Partners $425 - $525 Associates $300 – $375 Legal Assistants/Paralegals $150 Julie Cvek Curley, Esq., an attorney at Kirby Aisner & Curley, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julie Cvek Curley, Esq. Kirby Aisner & Curley LLP 700 Post Road, #237 Scarsdale, NY 10583 Telephone: (914) 401-9503 Email: jcurley@kacllp.com About Bristol Properties Bristol Properties LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 21-10619) on Aug. 11, 2021, disclosing up to $10 million in assets and up to $500,000 in liabilities. James McGown, president, signed the petition. Judge Diane Finkle oversees the case. The Debtor tapped Lisa A. Geremia, Esq., at Geremia & DeMarco, Ltd. as legal counsel and Julie Cvek Curley, Esq., at Kirby Aisner & Curley LLP as special counsel. BSVH LLC: Seeks to Hire Story Law Firm as Legal Counsel ------------------------------------------------------- BSVH, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to employ Story Law Firm, PLLC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management of its business and its estate's property; (b) prepare legal papers and appear before this bankruptcy court and any other court in reference thereto; and (c) perform all other legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Travis W. Story $325 Paralegal Services $100 Legal Assistant Services $50 Travis Story, Esq., a manager at Story Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis W. Story, Esq. Story Law Firm, PLLC 2603 Main Dr., Ste. 6 Fayetteville, AR 72704 Telephone: (479) 443-3700 Email: travis@storylawfirm.com About BSVH LLC BSVH, LLC, a part of the traveler accommodation industry based in Dallas, Texas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 22-70171) on Feb. 21, 2022, listing up to $10 million in both assets and liabilities. Matthew Valentine, president, signed the petition. Judge Bianca M. Rucker oversees the case. Story Law Firm, PLLC serves as the Debtor's bankruptcy counsel. BX COMMERCIAL 2022-LP2: Moody's Assigns B3 Rating to Cl. F Certs ---------------------------------------------------------------- Moody's Investors Service has assigned definitive ratings to six classes of CMBS securities, issued by BX Commercial Mortgage Trust 2022-LP2, Commercial Mortgage Pass-Through Certificates, Series 2022-LP2: Cl. A, Definitive Rating Assigned Aaa (sf) Cl. B, Definitive Rating Assigned Aa2 (sf) Cl. C, Definitive Rating Assigned A3 (sf) Cl. D, Definitive Rating Assigned Baa3 (sf) Cl. E, Definitive Rating Assigned Ba3 (sf) Cl. F, Definitive Rating Assigned B3 (sf) RATINGS RATIONALE The certificates are collateralized by the borrower's fee interests in 166 primarily industrial properties located across 16 states. Moody's ratings are based on the credit quality of the loans and the strength of the securitization structure. Moody's approach to rating this transaction involved the application of Moody's Large Loan and Single Asset/Single Borrower Commercial Mortgage-Backed Securitization Methodology. The rating approach for securities backed by a single loan compares the credit risk inherent in the underlying collateral with the credit protection offered by the structure. The structure's credit enhancement is quantified by the maximum deterioration in property value that the securities are able to withstand under various stress scenarios without causing an increase in the expected loss for various rating levels. In assigning single borrower ratings, Moody's also consider a range of qualitative issues as well as the transaction's structural and legal aspects. The portfolio contains approximately 24,335,484 SF of aggregate net rentable area ("NRA") across the following four property subtypes - warehouse (66.5% of NRA), light industrial (11.8% of NRA), manufacturing (10.7% of NRA), and bulk warehouse (11.0% of NRA). The portfolio is geographically diverse as the properties are located across 16 states and 19 markets. The top five market concentrations by NRA are Atlanta (38 properties; 19.5% of NRA), Dallas-Fort Worth (25 properties; 16.8% of NRA), Orlando (15 properties; 10.9% of NRA), Las Vegas (11 properties; 7.0% of NRA) and Seattle (8 properties; 6.7% of NRA). The portfolio properties are primarily located in global gateway markets and generally situated within close proximity to major transportation arteries. Construction dates for properties in the portfolio range between 1965 and 2019, with a weighted average year built of 1998. Property sizes for assets range between 20,972 SF and 455,870 SF, with an average size of approximately 146,599 SF. Clear heights for properties range between 16 feet and 36 feet, with a weighted average maximum clear height for the portfolio of approximately 27.1 feet. As of December 16, 2021, the portfolio was approximately 94.5% leased to over 400 individual tenants. The credit risk of loans is determined primarily by two factors: 1) Moody's assessment of the probability of default, which is largely driven by each loan's DSCR, and 2) Moody's assessment of the severity of loss upon a default, which is largely driven by each loan's loan-to-value ratio, referred to as the Moody's LTV or MLTV. As described in the CMBS methodology used to rate this transaction, Moody's make various adjustments to the MLTV. Moody's adjust the MLTV for each loan using a value that reflects capitalization (cap) rates that are between Moody's sustainable cap rates and market cap rates. Moody's also use an adjusted loan balance that reflects each loan's amortization profile. The Moody's first mortgage DSCR is 2.24x and Moody's first mortgage stressed DSCR at a 9.25% constant is 0.54x. Moody's DSCR is based on Moody's stabilized net cash flow. Moody's LTV ratio for the first mortgage balance is 159.5% based on Moody's Value. Adjusted Moody's LTV ratio for the first mortgage balance is 138.2%, compared to 138.3% issued at Moody's provisional ratings, based on Moody's Value using a cap rate adjusted for the current interest rate environment. Moody's also grades properties on a scale of 0 to 5 (best to worst) and considers those grades when assessing the likelihood of debt payment. The factors considered include property age, quality of construction, location, market, and tenancy. The pool's weighted average property quality grade is 1.00. Notable strengths of the transaction include: the proximity to global gateway markets, infill locations, geographic diversity, tenant granularity, low percentage of flex industrial and experienced sponsorship. Notable concerns of the transaction include: the high Moody's LTV ratio, tenant rollover, floating-rate/interest-only mortgage loan profile and certain credit negative legal features. Moody's rating approach considers sequential pay in connection with a collateral release as a credit neutral benchmark. Although the loans' release premium mitigates the risk of a ratings downgrade due to adverse selection, the pro rata payment structure limits ratings upgrade potential as mezzanine classes are prevented from building enhancement. The benefit received from pooling through cross-collateralization is also reduced. The principal methodology used in these ratings was "Large Loan and Single Asset/Single Borrower Commercial Mortgage-Backed Securitizations Methodology " published in November 2021. Moody's approach for single borrower and large loan multi-borrower transactions evaluates credit enhancement levels based on an aggregation of adjusted loan level proceeds derived from Moody's loan level LTV ratios. Major adjustments to determining proceeds include leverage, loan structure, and property type. These aggregated proceeds are then further adjusted for any pooling benefits associated with loan level diversity, other concentrations and correlations. Factors that would lead to an upgrade or downgrade of the ratings: The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. Performance that falls outside the given range may indicate that the collateral's credit quality is stronger or weaker than Moody's had previously anticipated. Factors that may cause an upgrade of the ratings include significant loan pay downs or amortization, an increase in the pool's share of defeasance or overall improved pool performance. Factors that may cause a downgrade of the ratings include a decline in the overall performance of the pool, loan concentration, increased expected losses from specially serviced and troubled loans or interest shortfalls. CALIFORNIA PALMS: Taps James Vitullo as Bankruptcy Counsel ---------------------------------------------------------- California Palms Addiction Recovery Campus, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire the Law Office of James Vitullo 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; (b) attending meetings and negotiating with representatives of lenders, creditors and other parties in interest, and advising and consulting on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (c) assisting the Debtor with amendment, if necessary, of the schedules of assets and liabilities and statements of financial affairs; (d) advising the Debtor in connection with any necessary post-petition financing arrangements, and negotiating and drafting documents related thereto; (e) advising the Debtor, if necessary, in connection with any contemplated sale of assets and business combination; (f) advising the Debtor on matters related to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (g) advising the Debtor with respect to legal issues arising in or relating to its ordinary course of business, if necessary; (h) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of actions commenced against it, negotiations concerning all litigation in which the Debtor is involved, and objecting to claims filed against the Debtor's estate, if appropriate; (i) preparing legal papers; (j) negotiating and preparing a plan of reorganization, disclosure statement and all related documents, and taking necessary actions to obtain confirmation of such plan; (k) attending meetings with third parties and participating in negotiations; (l) appearing before the bankruptcy court, any appellate courts and the Office of the U.S. Trustee; (m) representing the Debtor in pending appeal with Pender Capital before the Seventh District (Case No. 2022-MA-0004); (n) representing the Debtor in an adversary proceeding against Pender Capital for breach of contract and other claims for damages; (o) representing the Debtor in an administrative appeal against Ohio Mental Health and Addiction Services in Mahoning County Court of Common Pleas, Case no. 2021-cv1832; (p) representing the Debtor in federal complaint to be filed against Ohio Mental Health and Addiction Services seeking declaratory and injunctive relief; and (q) performing all other necessary legal services for the Debtor. The firm received a retainer fee in the amount of $10,000. James Vitullo, Esq., the firm's attorney who will be providing the services, will be paid at his hourly rate of $200. Mr. Vitullo 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: James Vitullo, Esq. Law Office of James Vitullo 5232 Nashua Dr. Youngstown, OH 44503- 1404 Tel: (330) 746-1203 Fax: 888-284-4275 Email: JamesAVitullo@gmail.com About California Palms California Palms Addiction Recovery Campus, Inc. is a residential drug, alcohol, and substance abuse treatment facility located in Youngstown, Ohio. It provides inpatient or residential and outpatient evidence-based treatment. California Palms filed a petition for Chapter 11 protection (Bankr. N.D. Ohio Case No. 22-40065) on Jan. 30, 2022, listing up to $10 million in both assets and liabilities. Sebastian Rucci, chief executive officer and president, signed the petition. Judge Tiiara NA Patton oversees the case. The Debtor tapped the Law Office of James Vitullo as legal counsel. CAMP RIM ROCK: Plan Disclosures Inadequate, Bank Says ----------------------------------------------------- Secured creditor The Dime Bank filed an objection to the Disclosure Statement filed by Camp Rim Rock, LLC. The BANK objects to this the DEBTOR'S assertion that the primary cause of the bankruptcy filing was the Covid-19 pandemic, as it fails to list financial hardships experienced by the DEBTOR prior to the Covid-19 pandemic, including its failure to pay all real property taxes on the PROPERTY to the appropriate taxing authorities in West Virginia. The BANK respectfully maintains that, as a result, of the DEBTOR'S failure to include its pre-Covid-19 financial difficulties as a cause of this bankruptcy filing, the DEBTOR'S Disclosure Statement fails to meet the requirements of 11 U.S.C. Section 1125 because it does not adequately inform the creditors entitled to vote on the DEBTOR'S proposed Chapter 11 Plan regarding the DEBTOR'S financial status and what operational changes the DEBTOR has instituted to properly evaluate the proposed Chapter 11 Plan. Attorney for The Dime Bank: David M. Gregory, Esq. GREGORY & ASSOCIATES, PC 307 Erie Street Honesdale, PA 18431 Telephone: (570) 251-9960 About Camp Rim Rock Camp Rim Rock, LLC -- https://camprimrock.com/ -- is an overnight camp for girls. The activities include horseback riding, performing arts, aquatics, arts & crafts, sports, and other camp activities. Camp Rim Rock, LLC, based in Bryn Mawr, PA, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 20-14692) on December 9, 2020. In its petition, the Debtor was estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Joseph Greitzer, a sole member. The Honorable Magdeline D. Coleman presides over the case. SMITH KANE HOLMAN, LLC, serves as bankruptcy counsel to the Debtor. CANNABICS PHARMACEUTICALS: Obtains Forbearance From Investor ------------------------------------------------------------ Cannabics Pharmaceuticals Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a forbearance agreement with an institutional investor relating to that certain senior secured promissory note in the original principal amount of $1,375,000 due on Dec. 21, 2021. The note was issued by the company to the investor in connection with that certain securities purchase agreement dated as of Dec. 16, 2020, and amended as of Feb. 22, 2021. Pursuant to the agreement, the investor, through March 7, 2022, agreed to forbear from exercising any rights and remedies against the company related to the outstanding payments under the note and to waive certain other defaults under the note and related rights pursuant to the registration rights agreement entered into in December 2020 between the company and the investor. About Cannabics Cannabics Pharmaceuticals Inc., based in Bethesda, Maryland, is dedicated to the development and licensing of personalized cannabinoid-based treatments and therapies. The Company's main focus is development and marketing innovative bioinformatic delivery systems for cannabinoids, personalized medicine therapies and procedures based on cannabis originated compounds and bioinformatics tools. The parent Company Cannabics Inc was founded by a group of Israeli researchers from the fields of cancer research, pharmacology and molecular biology. Cannabics reported a net loss of $3.19 million on zero revenue for the year ended Aug. 31, 2021, compared to a net loss of $7.47 million on $7,157 of net revenue for the year ended Aug. 31, 2020. As of Nov. 30, 2021, the Company had $2.12 million in total assets, $1.49 million in total current liabilities, and $627,421 in total stockholders' equity. Tel-Aviv, Israel-based Weinstein International. C.P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 25, 2021, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CAVITATION TECHNOLOGIES: Issues Going Concern Doubt --------------------------------------------------- Cavitation Technologies, Inc., warned in a regulatory filing with the Securities and Exchange Commission that there is substantial doubt about the Company's ability to continue as a going concern. During the six months ended December 31, 2021, the Company incurred a net loss of $115,000 and has not been generating sufficient revenues to fund its operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. CTi's independent registered public accounting firm, in its report on the Company's audited financial statements for the fiscal year ended June 30, 2021, raised substantial doubt about the Company's ability to continue as a going concern. "As of December, 31 2021 we had cash and cash equivalents on hand of $1,100,000. In addition to the cash on hand, management believes we may require additional funds to continue to operate our business. Management's plan is to generate income from operations by continuing to license our technology globally through our strategic partners, Desmet Ballestra Group (Desmet), agreement with Enviro Watertek, LLC (EWT), and agreement with Alchemy Beverages, Inc (ABI)," the Company said. "We may also attempt to raise additional debt and/or equity financing to fund operations and provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company's needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations. Cavitation Technologies, Inc., is a Nevada corporation originally incorporated under the name Bio Energy, Inc. CTi has developed, patented, and commercialized proprietary technology that may be used in liquid processing applications. As of Dec. 31, 2021, the Company had $2.7 million in total assets against $2.3 million in total liabilities. COMMUNITY HEALTH: Posts $230 Million Net Income in 2021 ------------------------------------------------------- Community Health Systems, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income attributable to the company's stockholders of $230 million on $12.37 billion of net operating revenues for the year ended Dec. 31, 2021, compared to net income attributable to the company's stockholders of $511 million on $11.79 billion of net operating revenues for the year ended Dec. 31, 2020. Net income attributable to Community Health Systems, Inc. stockholders was $178 million, or $1.34 per share (diluted), for the three months ended Dec. 31, 2021, compared with $311 million, or $2.57 per share (diluted), for the same period in 2020. As of Dec. 31, 2021, the Company had $15.22 billion in total assets, $16.03 billion in total liabilities, $480 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.29 billion. Commenting on the results, Tim L. Hingtgen, chief executive officer of Community Health Systems, Inc., said, "The Company delivered a solid year, with positive trends across a number of indicators, due to the successful advancement of multiple strategic and operational initiatives. During the fourth quarter, our healthcare providers and hospital leadership teams in our affiliated markets continued to provide essential COVID and non-COVID care. We remain incredibly grateful for their continued dedication throughout the course of the pandemic. As we move forward, we expect the Company's focused investments and operational initiatives to drive incremental growth and drive value for all stakeholders." COVID - 19 Pandemic: As a provider of healthcare services, the Company continues to be affected by the public health and economic effects of the COVID-19 pandemic. Net of amounts that have been repaid to the respective federal, state or local agency, the Company received approximately $54 million and $58 million in pandemic relief funds during the three months and year ended Dec. 31, 2021, respectively. Together with amounts received during the year ended Dec. 31, 2020, approximately $763 million of pandemic relief funds have been received since the beginning of the COVID-19 pandemic. Pandemic relief funds received pursuant to the CARES Act and similar legislation, as well as state and local pandemic relief programs, have been recognized on the basis of lost revenues and incremental healthcare-related expenses incurred throughout the public health emergency. The Company recognized approximately $46 million and $148 million of the pandemic relief funds eligible to be claimed as a reduction in operating costs and expenses during the three months and year ended Dec. 31, 2021, respectively. Amounts recognized are denoted by the caption "pandemic relief funds" in the condensed consolidated statements of income. Pandemic relief funds that have not yet been recognized as a reduction in operating costs and expenses or otherwise refunded to the U.S. Department of Health and Human Services or the various state and local agencies as of Dec. 31, 2021, totaled approximately $14 million and are reflected within accrued liabilities-other in the condensed consolidated balance sheet. With respect to the Medicare Accelerated and Advanced Payment Program, the Company received Medicare accelerated payments of approximately $1.2 billion in April 2020. No additional Medicare accelerated payments have been received by the Company since such time, and because the Centers for Medicare & Medicaid Services ("CMS") is no longer accepting new applications for accelerated payments, the Company does not expect to receive additional Medicare accelerated payments. CMS began recouping Medicare accelerated payments in April 2021. In October 2021, the Company made lump-sum repayments to effect the full repayment of the then-outstanding balance of Medicare accelerated payments. As of December 31, 2021, all Medicare accelerated payments received by the Company have been recouped or repaid to CMS or assumed by buyers related to hospitals that have been divested. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1108109/000156459022005570/cyh-10k_20211231.htm About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net-- is publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns or leases 83 affiliated hospitals in 16 states with an aggregate of approximately 13,000 licensed beds. Healthcare services are also provided in more than 1,000 outpatient sites of care including affiliated physician practices, urgent care centers, freestanding emergency departments, imaging centers, cancer centers, and ambulatory surgery centers. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." As of Sept. 30, 2021, the Company had $15.67 billion in total assets, $16.67 billion in total liabilities, $493 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.49 billion. * * * As reported by the TCR on Dec. 29, 2020, S&P Global Ratings raised its issuer credit rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). S&P said, "The stable outlook reflects our view that the company has reduced its debt, and improved its operations and cash flow such that its debt is now more manageable; however, we believe risks to the long-term sustainability of the capital structure remain, especially given ongoing uncertainty stemming from the coronavirus pandemic." In November 2020, Fitch Ratings affirmed the Long-Term Issuer Default Ratings (IDR) of Community Health Systems, Inc. (CHS) and subsidiary CHS/Community Health Systems, Inc. at 'CCC'. CORECIVIC INC: S&P Alters Outlook to Stable, Affirms 'BB-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed all its ratings, including its 'BB-' issuer credit rating on CoreCivic Inc. The stable outlook reflects S&P's forecast that CoreCivic will generate about $150 million in annual reported free operating cash flow (FOCF) despite modest revenue declines. This should allow it to manage its upcoming debt maturities, provided that its shareholder return initiatives remain modest. CoreCivic Inc. significantly reduced its 2022 and 2023 debt maturities over the course of 2021 through debt repayment using asset sales and senior notes issuance proceeds. S&P said, "Our outlook revision reflects the company's solid balance sheet management amid industry turbulence. CoreCivic's debt reduction initiatives have materially improved its financial flexibility. It reduced its 2023 debt maturity burden by over $400 million in 2021, and we expect the company will continue to navigate the challenging business environment such that its adjusted gross leverage will remain below 4x over our forecast period. Our base case assumes a low-single-digit percent revenue decline, steady adjusted EBITDA margins, and solid reported free operating cash flow generation of $150 million." Rising public scrutiny of the U.S. private prison industry following the change in political administration resulted in a January 2021 executive order whereby President Biden instructed the U.S. Department of Justice (DOJ) to not renew contracts with privately operated criminal detention facilities. Nevertheless, CoreCivic has since improved its liquidity position through solid cost control, asset sales, and dividend reductions following the revocation of its REIT election. In addition, the company demonstrated its ability to access debt capital markets and extend its weighted average debt maturity profile with oversubscribed offerings in 2021, albeit at higher interest rates. The stable outlook reflects S&P's forecast that CoreCivic will generate about $150 million in annual reported FOCF despite modest revenue declines. This should allow it to manage its upcoming debt maturities, provided that its shareholder return initiatives remain modest. S&P could lower the ratings if it expected adjusted gross leverage to rise and remain above 4x, or if we expected a material decline in the company's liquidity position. This could occur if: -- CoreCivic adopted a shareholder-friendly financial policy prioritizing large share repurchases or dividends over debt repayment; -- There were a deterioration in financing conditions such that the company were unable to secure the extension of revolving credit facility commitments; or -- S&P revised its forecast downward due to a decline in per diem rates resulting from stress on state budgets, administrative changes, or if contract termination rates exceeded its expectations. S&P said, "We could also lower our rating if a sharp decline in industry operating conditions results in a negative reassessment of business risk. "We could raise the ratings if industry social and regulatory risks moderate, causing a meaningful improvement in our longer-term view of the private prison industry, and we forecast that the company would sustain adjusted gross leverage comfortably below 3x.” This could occur with: -- The ongoing demonstration of solid operating performance in the face of pressure from activist advocacy groups and increasing regulatory scrutiny; -- A reserved financial policy with respect to shareholder returns; and -- Further voluntary debt reduction using operating cash flows or proceeds from the sale of non-core assets. Environmental, Social And Governance ESG credit indicators: E-2, S-5, G-2 Social factors are a very negative consideration in S&P's ratings analysis for CoreCivic. The controversial topic of human rights, combined with evolving public sentiment and policy views on prison sentencing, exposes private detention facility operators to ongoing social risks. Anti-law enforcement rhetoric and executive orders limiting the Department of Justice's use of private detention facilities introduce near-term risks and further complicate the industry's outlook. COX BROTHERS: Seeks Cash Collateral Access ------------------------------------------ Cox Brothers Machining, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Michigan for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash and account to pay for services, energy and materials to include steel and other raw materials, supplies such as welding, grinding and painting materials, rents, employee wages, withholding and benefits, utilities for heat, light and equipment operation, trash removal, building and equipment maintenance, fuel, and insurance, to include health and workers' compensation insurance. The Debtor anticipates it may need as much as $192,122 per month. All cash collateral will be used in accordance with the Debtor's 1Q 2022 monthly budget. An unusual exception to the Debtor's budget is the requirement to purchase $390,000 in raw materials in the month of March 2022, which will be reimbursed by the client within 30 days net of purchase. Pursuant to a Security Agreement dated June 5, 2009 and a UCC lien filed by Fifth Third Bank on June 17, 2009 and timely renewed and an assignment having been filed on September 28, 2021 by OSP III, LLC a/k/a prinsBANK, claims a lien on all assets and all personal property. The Bank is owed approximately $993,000 pursuant to a revolving note and term note, both of which are subject to the Security Agreement and lien. Pursuant to a Security Agreement dated July 20, 2010 and a UCC lien filed by the U.S. Small Business Administration on July 14, 2010 and renewed on June 29, 2015, the SBA claims a lien on all "furniture, fixtures, machinery, equipment, and all other personal property now owned or hereafter acquired" and "all proceeds and products." The SBA is owed approximately $66,890. The adequate protection to the Bank and the SBA liens on the value and equity cushion of the equipment, raw materials, vehicles, accounts receivable and cash and accounts in the amount of $2,331,277. The Debtor proposes to provide adequate protection to The Bank and the SBA by continued liens on the personal property, inventory, and accounts receivable of the Debtor, and also in paying to both. The Bank and the SBA will receive continued monthly payments of interest at the non-default interest rate on the principle balance of the debt of 4.5%, in these amounts: a. The Bank: $4,9441 b. SBA: $787 A copy of the motion is available at https://bit.ly/35220mP from PacerMonitor.com. About Cox Brothers Machining, Inc. Cox Brothers Machining, Inc. is a Michigan corporation founded May 3, 1996 in Jackson, Michigan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-41255) on February 22, 2022. In the petition signed by Russell Cox, president, the Debtor disclosed up to $10 million in both assets and liabilities. Donald Darnell, Esq., at Darnell Law Office is the Debtor's counsel. CYTODYN INC: Signs Backstop Agreement With LRFA ----------------------------------------------- CytoDyn Inc. entered into a Surety Bond Backstop Agreement with David Fairbank Welch, both individually and in his capacity as trustee of a revocable trust, LRFA, LLC, a Delaware limited liability company, and certain other related parties. Pursuant to the Backstop Agreement, the Indemnitors have agreed to assist the Company in obtaining a surety bond for posting in connection with the Company's ongoing litigation with Amarex Clinical Research, LLC, by, among other things, agreeing to indemnify the issuer of the Surety Bond with respect to the Company's obligations under the Surety Bond. Under the Backstop Agreement, as consideration for the Company's indemnity of the Surety Bond, the Company has agreed to (i) issue to 4-Good Ventures LLC, an affiliate of the Indemnitors, a warrant for the purchase of 15,000,000 shares of the common stock, $0.001 par value per share, of the Company, as a backstop fee, (ii) issue to 4-Good Ventures an additional warrant for the purchase of 15,000,000 shares of Common Stock, which additional warrant may be exercised only if Indemnitors are required to make any payment to the issuer of the Surety Bond as a result of their indemnification, and (iii) if Indemnitors are required to make any payment to the issuer of the Surety Bond as a result of their indemnification, (A) within 90 days of payment by Indemnitors, reimburse Indemnitors for any amount paid by them to the issuer of the Surety Bond and (B) pay to Indemnitors an indemnification fee in an amount equal to 1.5 times the amount paid by Indemnitors to the issuer of the Surety Bond. The Initial Warrant has a five-year term. The Make-Whole Warrant will be exercisable, if at all, beginning on the date that payment by the Indemnitors to the issuer of the Surety Bond is required and ending on the later of (i) five years following the date of issuance of the Make-Whole Warrant and (ii) five years following the Commencement Date if such date occurs within two years following issuance of the 4-Good Warrants. The exercise price of the 4-Good Warrants is $0.30 per share. The payment obligations of the Company to the Indemnitors under the Backstop Agreement bear interest at 10% per annum and are secured by substantially all of the patents of the Company. Under the Backstop Agreement, on or before the 120th day following the date of issuance of the 4-Good Warrants, the Company will use commercially reasonable efforts to file a Registration Statement on Form S-3 with the Securities and Exchange Commission that is intended to register for resale the shares underlying the 4-Good Warrants. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. Cytodyn reported a net loss of $154.67 million for the year ended May 31, 2021, compared to a net loss of $124.40 million for the year ended May 31, 2020. As of Nov. 30, 2021, the Company had $103.70 million in total assets, $116.40 million in total liabilities, and a total stockholders' deficit of $12.70 million. Birmingham, Alabama-based Warren Averett, LLC, the Company's auditor since 2007, issued a "going concern" qualification in its report dated July 30, 2021, citing that the Company incurred a net loss of approximately $154,674,000 for the year ended May 31, 2021 and has an accumulated deficit of approximately $511,294,000 through May 31, 2021, which raises substantial doubt about its ability to continue as a going concern. DUPONT STREET: Unsecured Claims Unimpaired in Plan -------------------------------------------------- Dupont Street Developers, LLC, submitted a Plan and a Disclosure Statement. The Plan provides for a transfer of the Property and the Purchased Assets to the Dupont Lender in satisfaction of the Dupont Lender Claim and DIP Claim. As part of the Sale, DuPont Lender will provide sufficient Available Cash to fund distributions under the Plan and the necessary capital to complete the remediation and development of the Property. Under the Plan, Class 5 General Unsecured Claims totaling $8,616,497. Each holder of an Allowed Class 5 General Unsecured Claim will receive from the Available Cash on account of such claim payment in full of their Allowed Class 5 General Unsecured Claim, and simple interest at the Federal Judgment Rate as to Class 5 per annum from the Petition Date, with principal being paid in full prior to any payments being made on account of such interest. Class 5 is unimpaired. All payments required to be made under this Plan shall be made by the Disbursing Agent in accordance with the terms of this Plan from Available Cash. Attorneys for the DuPont Street Developers LLC: Robert M. Sasloff, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, New York 10022 Telephone: (212) 603 6300 E-mail: rms@robinsonbrog.com A copy of the Disclosure Statement dated Feb. 16, 2022, is available at https://bit.ly/3v4sjnj from PacerMonitor.com. About Dupont Street Developers Brooklyn, N.Y.-based Dupont Street Developers, LLC, is engaged in activities related to real estate. It owns premises at 49-55 Dupont St., Brooklyn, N.Y., having a current value of $57.12 million. Dupont Street Developers filed for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-40664) on March 17, 2021. Bo Jin Zhu, manager, signed the petition. In the petition, the Debtor disclosed $57,125,000 in assets and $58,925,731 in liabilities. Judge Nancy Hershey Lord oversees the case. Robinson Brog Leinwand Greene Genovese & Gluck P.C., led by Mitchell A. Greene, Esq., is the Debtor's legal counsel. ELECTRO SALES: Unsecureds Will be Paid in Full ---------------------------------------------- Electro Sales & Service, Inc., submitted an Amended Disclosure Statement explaining its Chapter 11 plan. The Debtor proposes to pay all Secured Creditors and General Unsecured Creditors of their claims in full. The Debtor proposes to fund its Plan through the liquidation of its assets. Specifically, the Debtor shall market and sell its commercial real estate within 180 days from the Confirmation Date. The means necessary for the execution of the Debtor's Plan shall be the liquidation of its assets, including the marketing and sale of the Debtor's commercial real estate. All of the Debtor's real property shall be sold with within 180 days from the Confirmation Date. The properties shall be sold to the highest bidder for cash with no contingencies. The properties will be marketed and sold with the assistance of Remax New Heights, the real agent approved by the Bankruptcy Court. All Allowed Claims of creditors shall be paid in full from the proceeds of the sales. Class V - All Allowed General Unsecured Claims of creditors insist solely of the claim of American Express in the amount of $1,179.00. This claim will be paid in full from either the sale of the property at 3941 Eisenhauer Rd, San Antonio, Texas 78218 or the property at 2750 S. Loop 1604 E, San Antonio, Texas 78229, whichever one occurs first. These properties shall be sold within 180 days of the Confirmation Date. Class V is impaired. Attorney for the Debtor: David T. Cain, Esq. LAW OFFICE OF DAVID T. CAIN 8626 Tesoro Dr., Suite 811 San Antonio, Texas 78217 Tel: (210) 308-0388 Fax: (210) 503-5033 A copy of the Disclosure Statement dated Feb. 18, 2022, is available at https://bit.ly/3s5kH1Y from PacerMonitor.com. About Electro Sales & Service Electro Sales & Service filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 21-50546) on May 3, 2021. At the time of the filing, the Debtor disclosed $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Ronald B. King oversees the case. David T. Cain, Esq., represents the Debtor as legal counsel. ESPORTS ENTERTAINMENT: Issues Going Concern Doubt ------------------------------------------------- eSports Entertainment Group, Inc., warned in a recent regulatory filing with the Securities and Exchange Commission that the Company has determined certain factors raise substantial doubt about its ability to continue as a going concern. As of December 31, 2021, eSports had not maintained compliance with the covenants of a senior convertible note, having identified non-compliance with the same financial covenants previously identified at September 30, 2021, the Company explained in its quarterly report on Form 10-Q for the three months ended December 31, 2021. In consideration for obtaining a waiver from the compliance with certain covenants, as of December 31, 2021 and through March 30, 2022, the Company has agreed to enter into an exchange agreement whereby the Company has exchanged the existing Senior Convertible Note with a new Senior Convertible Note resulting in the increase of the principal outstanding balance of indebtedness from the current carrying value $29,150,001, as adjusted for the conversions of principal and Premium on Principal through February 22, 2022, to $35,000,000. The Company further entered into a non-binding term sheet dated February 22, 2022, to restructure the New Note to mitigate the risk of default on the covenants in future periods. As of February 22, 2022, a new debt facility containing these terms had not been completed. In addition to the changes related to the New Note, the Company must consider it has historically incurred losses and negative cash flows in recent years as it has prepared to grow its esports business through acquisition and new venture opportunities. The Company must also consider its current liquidity as well as future market and economic conditions that may be deemed outside the control of the Company as it relates to obtaining financing and generating future profits. As of December 31, 2021, the Company had $1,040,051 of available cash on-hand and net current liabilities of $49,024,633. On February 18, 2022, one business day preceding this filing, the Company had approximately $1,400,000 of available cash on-hand. The Company believes that its current level of cash and cash equivalents are not sufficient to fund its operations and obligations without additional financing. Although the Company has financing available, the ability to raise financing using these sources is subject to several factors, including market and economic conditions, performance, and investor sentiment as it relates to the Company and the esports and iGaming industry. "The combination of these conditions were determined to raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of the Company's unaudited condensed consolidated financial statements," eSports said. In determining whether the Company can overcome the presumption of substantial doubt about its ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include: (i) the ability to access capital using the at-the-money equity offering program available to the Company whereby the Company can sell shares to raise gross proceeds up to $20,000,000 (the Company has sold an aggregate of 1,165,813 shares through the ATM through February 18, 2022, one business day preceding this filing, for gross proceeds of $4,005,267 and had $15,994,733 of gross proceeds remaining under the ATM at February 18, 2022), (ii) the ability to sell shares of common stock of the Company through a shelf registration statement on Form S-3 (File No. 333-252370) declared effective by the Securities and Exchange Commission (SEC) on February 5, 2021, and (iii) the ability to raise additional financing from other sources. "These above plans are likely to require the Company to place reliance on several factors, including favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company's ability to continue as a going concern," the Company said. The Company issued the original Note on June 2, 2021, in the principal amount of $35,000,000 with the Company receiving proceeds at issuance of $32,515,000, net of debt issuance costs of $2,485,000. The Senior Convertible Note matures on June 2, 2023, at which time the Company is required to repay the original principal balance and a minimum return equal to 6% of any outstanding principal. The Company has agreed to include these key terms in the new debt facility documents: (i) 8% interest rate paid monthly with make-whole through maturity upon conversion, redemption or amortization, payable in cash or shares; (ii) update the conversion structure to 25% of the outstanding balance at a conversion price of $7.00, 25% of the outstanding balance at a conversion price of $8.00, 25% of the outstanding balance at a conversion price of $9.00, and 25% of the outstanding balancer at a conversion price of $10.00; (iii) file a revised registration statement for the new debt facility documents; (v) redeem the indebtedness in 15 monthly cash installments of $2,333,333 commencing on the first trading day of each month starting on April 1, 2022 and ending on the June 2, 2023, the same maturity date as the existing Senior Convertible Note. eSports Entertainment Group, Inc., is a diversified operator of iGaming, traditional sports betting and esports businesses with a global footprint. As of Dec. 31, 2021, the Company had $124 million in total assets against $66.5 million in total liabilities. FINTHRIVE SOFTWARE: $175MM New Debt No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service said that FINThrive Software Intermediate Holdings, Inc. (dba "nThrive", "the company", fka "MedAssets Software Intermediate Holdings") incremental debt raise to fund the acquisition of PELITAS is credit negative but it does not affect the current ratings or stable outlook. nThrive intends to raise roughly $175 million of new debt, including first lien and second lien term loan increments, which combined with new preferred and common equity issuances will be used to fund the acquisition. The transaction resets debt-to-EBITDA slightly above post-closing levels after the December 2021 acquisition of TransUnion Healthcare ("TUHC"), and delays the deleveraging timeline. While the ratings incorporate the expectation for aggressive financial policies, pro forma debt-to-EBITDA over 10x is very high and positions the company's corporate family rating ("CFR") weakly in the B3 rating category (Moody's adjusted as of December 2021, net of capitalized software and giving partial credit to pro forma adjustments). The incremental debt balance to finance PELITAS' acquisition is credit negative, but partially offset by the strategic benefits of the transaction and the expectation that the funding consideration will include a material equity contribution (common and preferred). PELITAS will expand nThrive's revenue cycle management ("RCM") solutions with patient registration, eligibility and other front-end offerings that have minimum overlap with nThrive and TUHC's existing capabilities. The acquisition aligns with nThrive's strategy to provide a comprehensive suite of end-to-end RCM offerings as clients seek to consolidate vendors. The company believes PELITAS' eligibility and registration capabilities are superior to other products in the industry, but its front-end solutions will face competitive pressure from much larger healthcare software providers. Cross-selling of PELITAS' and nThrive's offerings will provide incremental growth opportunities and support the company's deleveraging capacity. The ratings are constrained by nThrive's very high debt-to-EBITDA, hefty interest expense burden, relatively small scale, and operational risks associated with the recent separation from Savista (nThrive's legacy services unit), as well as the integrations with TUHC and PELITAS. nThrive needs to achieve sizeable operational savings and increase current growth rates to materially reduce leverage. Pro forma profitability remains uncertain given the limited track-record of the current asset mix. nThrive was separated from Savista and acquired by private equity sponsor Clearlake Capital in January 2021. The acquisition of TUHC, a carve-out from TransUnion that roughly doubles nThrive's pro forma revenue, was completed in December 2021. Large add-backs and a lack of operating history for the combined asset mix result in weak quality of earnings and limited visibility into the long-term profitability and cash flow profile of the going concern. nThrive benefits from highly recurring revenue, supported by long-term contracts that incorporate volume floors, which limits top line volatility relative to other RCM peers. High software profitability rates and a strong market position serving over 3,000 hospitals, 700,000 healthcare providers and 800 payers support the credit. RCM technology solutions are sticky and costly to replace, benefitting incumbent providers, as evidenced by healthy gross retention rates above 94%. Customer concentration is modest, with the top 10 clients representing roughly 14% of revenue. Favorable tailwinds in the healthcare industry also support the rating: Increasing regulatory complexity, shift to higher collections from patients, pressure to cut costs, and vendor consolidation, will drive demand for nThrive's solutions. Headquartered in Alpharetta, GA, nThrive provides healthcare revenue cycle management software-as-a-service ("Saas") solutions. The company's RCM offerings include patient access, insurance discovery, payment estimates, patient clearance, charge integrity, claims management, contract management, analytics, education, and other functions. Moody's expects the pro forma company to generate over $440 million of revenue in 2022E. The company was acquired by private equity firm Clearlake Capital Group in January 2021. FIRST QUANTUM: S&P Upgrades ICR to 'B+' on Deleveraging ------------------------------------------------------- S&P Global Ratings raised to 'B+' from 'B' its long-term issuer credit rating on Canada-headquartered miner First Quantum Minerals (FQM) as well as the issue ratings on its senior unsecured bonds. The stable outlook reflects that FQM will build rating headroom in the next few years, reducing S&P Global Ratings-adjusted debt to EBITDA to 2x or even lower. FQM's supportive financial policy underpins the upgrade. In 2021, FQM demonstrated strong performance against its $2 billion net debt reduction target, lowering net debt by $1.4 billion and achieving reported net debt to EBITDA of 1.6x, below the 2.0x threshold. The company now expects it will be able to reduce net debt by $1 billion on top of the existing $2 billion target in near-to-medium term. S&P therefore forecast reported net debt will be about $4.7 billion in 2023 compared to $7.7 billion in 2019. This should translate into adjusted debt to EBITDA at about 2.0x, which it views as comfortable for the 'B+' rating. The reduction in absolute debt will protect credits metrics against the inherent volatility of cash flows in the mining industry. Strong copper prices are fuelling the company's net debt reduction. FQM posted adjusted EBITDA of about $3.6 billion in 2021, compared with $2.2 billion in 2020, as copper prices rose. S&P said, "We expect 2022 will be another good year for copper. With global GDP set to grow by 4.3%, demand for metal will remain strong, while low warehouse stocks will provide further support to copper prices. FQM will therefore continue to benefit from a healthy market, and we expect it will post S&P Global Ratings-adjusted EBITDA of about $4.2 billion-$4.4 billion in 2022, compared with $3.6 billion in 2021." Modest capital expenditure (capex) and a reasonable dividend ensure the balance sheet remains strong ahead of future greenfield investments. FQM's investment program for the next few years will focus on gradual expansion at its existing assets. The company aims to grow copper production to 850,000-910,000 tonnes in 2024 from 816,435 in 2021. This will be possible thanks to investments primarily in its Cobre Panama mine in Panama, but also the Kansanshi mine expansion in Zambia (currently pending discussions with the government). Although capex will grow from the lows of 2020-2021, it will be comfortably covered by strong operating cash flow. The new dividend policy also supports FQM's credit quality, with 15% of available cash after capex and minority dividends, and allows for net debt reduction. Ultimately, FQM will likely increase capex to develop its greenfield copper projects Taca Taca in Argentina (no decision prior to 2023-2024) and/or Haquira in Peru (potentially closer to 2030). S&P views as important that FQM keeps comfortable headroom under its financial policy of 2.0x reported net debt to EBITDA before embarking on a new mega project. S&P said, "The stable outlook reflects our view that FQM will be able to gradually build rating headroom over the next few years. We expect that FQM will prioritize investments and net debt reduction while shareholder distributions will be limited, in line with its updated financial policy. "We expect FQM will post S&P Global Ratings-adjusted EBITDA of about $4.2 billion-$4.4 billion in 2022 ($3.6 billion in 2021) amid strong copper prices and growing production. Although we expect capex to increase by 25%, operating cash flow will comfortably cover the additional investments, resulting in FOCF of about $1.7 billion-$1.9 billion. This will translate into adjusted debt to EBITDA of about 2.0x, which is consistent with our expectations for the 'B+' rating. "We do not assume any changes to the current fiscal regimes in its countries of operation. Any significant changes to licenses, royalties, or taxes in Zambia or Panama may lead us to reassess the rating. "Given our expectation of strong copper and nickel prices, we view the risk of a downgrade as limited in the next 12 months. However, we could consider a lower rating if FQM faced operational issues ultimately resulting in adjusted debt to EBITDA of close to 2.5x and above (assuming base-case copper and nickel prices), or funds from operations (FFO) to debt close to 30% and below. "Our rating incorporates some headroom in case metal prices decline to the long-term averages observed previously. If lower prices translate into adjusted debt to EBITDA above 2.5x, we could maintain the rating as long as the company maintains its reported net debt to EBITDA within the 2.0x threshold. "We could consider a higher rating if the company were able to maintain adjusted debt to EBITDA well below 2.0x, and FFO to debt well above 45%. This could happen if cash flow generation benefited from more-favorable price conditions and/or production levels than we currently anticipate, or if debt reduction is more rapid than we now assume. Longer term, investing in greenfield projects that will support diversity of operations (geographies, metals) could result in us improving our assessment of the business if such investments are well executed from an operations and cost-management perspective." ESG credit indicators: E-3, S-3, G-3 FORTUNE PROPERTIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Fortune Properties, LLC 300 Central Ave, 7th Floor Great Falls, MT 59401 Business Description: The Debtor is engaged in oilseed and grain farming. Chapter 11 Petition Date: February 22, 2022 Court: United States Bankruptcy Court District of Montana Case No.: 22-40009 Debtor's Counsel: Steven M. Johnson, Esq. CHURCH HARRIS JOHNSON & WILLIAMS PC PO Box 1645 Great Falls, MT 59403-1645 Tel: 406-761-3000 Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Ali Ebrahim as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ODALBLI/FORTUNE_PROPERTIES_LLC__mtbke-22-40009__0001.0.pdf?mcid=tGE4TAMA FUSION CONNECT: S&P Withdraws 'SD' Issuer Credit Rating ------------------------------------------------------- S&P Global Ratings has withdrawn all of its ratings, including its 'SD' issuer credit rating on Fusion Connect Inc. at the company's request. GIRARDI & KEESE: Court Seizes Tom's Life Insurance Policies ----------------------------------------------------------- Ryan Neumann of Radar Online reports that any hope Real Housewives of Beverly Hills star Erika Jayne has for receiving any sort of financial payout in her divorce from Tom Girardi is getting slimmer by the day. According to court documents obtained by Radar, the trustee presiding over Girardi's involuntary Chapter 7 is demanding the once-respected lawyer's life insurance policies be surrendered in exchange for cash. Girardi has two life insurance policies with cash values of $36,848 and $48,493. The trustee demanded MassMutual -- who held the policies -- to turn over the cash value. The insurance company agreed to turn over the funds once the judge signs off on the deal. The additional $85,342 will be used to help pay off Girardi's numerous creditors. Between Girardi's personal bankruptcy and his law firm's Chapter 7 -- he owes over $101 million to his former partners and clients. He is accused of running his firm like a Ponzi scheme for over a decade. Jayne has been dragged into the case because his creditors believe Girardi used their money to fund his lavish life with the Bravo star. Recently, the trustee demanded Jayne hand over a pair of diamond earrings worth $1.4 million. He claimed financial records proved Girardi used his client's money to buy the jewelry in 2007. Jayne originally refused to hand them over but then agreed once public backlash started to mount. She is still fighting for the earrings to be returned. On top of the earring scandal, Jayne was slapped with a bombshell lawsuit last week accusing her of being aware of Girardi's alleged Ponzi scheme. The suit accuses her of failing to step in because the scam financially benefitted her. The RHOBH star is also being sued for $25 million by the trustee of Girardi's law firm bankruptcy. They are demanding she pay back money from the law firm that her estranged husband spent on the bills for her company EJ Global. She is refusing to return a dime and has moved to dismiss the lawsuit. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 Telephone: (310) 640-1200 GROM SOCIAL: Armistice Capital, Steven Boyd Own 5.4% Equity Stake ----------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 723,000 shares of common stock of Grom Social Enterprises, Inc., representing 5.4 percent of the shares outstanding. Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1662574/000119312522042386/d283253dsc13g.htm About Grom Social Boca Raton, Florida-based Grom Social Enterprises, Inc. -- www.gromsocial.com -- is a media, technology and entertainment company focused on delivering content to children under the age of 13 years in a safe secure Children's Online Privacy Protection Act ("COPPA") compliant platform that can be monitored by parents or guardians. The Company operates its business through the following four wholly-owned subsidiaries: Grom Social, Inc., TD Holdings Limited, Grom Educational Services, Inc., and Grom Nutritional Services, Inc. Grom Social reported a net loss of $5.74 million for the year ended Dec. 31, 2020, compared to a net loss of $4.59 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $31.19 million in total assets, $5.71 million in total liabilities, and $25.48 million in total stockholders' equity. BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 13, 2021, citing that the Company has incurred significant operating losses since inception and has a working capital deficit which raises substantial doubt about its ability to continue as a going concern. H-CYTE INC: CFRS Investments, Frederick Lynch Own 11.2% Stake ------------------------------------------------------------- CFRS Investments, LLC and Frederick J. Lynch disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Sept. 20, 2020, they beneficially own 77,416,438 shares of common stock of H-Cyte, Inc., representing 11.2 percent of the shares outstanding. The percentage is based on an aggregate of 666,087,324 shares of Common Stock and Series A Preferred Stock outstanding as of Feb. 7, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1580705/000119380522000342/e621262_sc13g-hcyte.htm About H-CYTE Inc. Headquartered in Tampa, Florida, H-CYTE -- http://www.HCYTE.com/-- is a hybrid-biopharmaceutical company dedicated to developing and delivering new treatments for patients with chronic respiratory and pulmonary disorders. H-Cyte reported a net loss of $6.46 million for the year ended Dec. 31, 2020, compared to a net loss of $29.81 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $1.98 million in total assets, $5.63 million in total liabilities, and a total stockholders' deficit of $3.65 million. Tampa, Florida-based Frazier & Deeter, LLC, issued a "going concern" qualification in its report dated March 25, 2021, citing that the Company has negative working capital, has an accumulated deficit, has a history of significant operating losses, and has a history of negative operating cash flow. These factors raise substantial doubt about the Company's ability to continue as a going concern. HEALTHIER CHOICES: CEO Holman Has 12.69% Stake as of Dec. 31 ------------------------------------------------------------ Jeffrey E. Holman disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, he beneficially owns 48,075,000,000 shares of common stock of Healthier Choices Management Corp., representing 12.69 percent of the shares outstanding. The percentage is calculated based on 339,741,632,384 shares of common stock outstanding as of Feb. 11, 2022 and assuming that the shares of common stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i) (in addition to the 339,741,632,384 outstanding). Unvested shares of restricted common stock are deemed beneficially owned because grantees of unvested restricted common stock under the issuer's 2015 Equity Incentive Plan hold the sole right to vote such shares. Since the first amendment to the Schedule 13D, Mr. Holman has forfeited 3,025,000,000 shares of restricted common stock. Other than these forfeitures, he has not engaged in any other transactions in the issuer's common stock, including no sales or purchases of the common stock. Mr. Holman is serving as chairman and chief executive officer of the issuer. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/844856/000084485622000014/sc_13d.htm About Healthier Choices Headquartered in Hollywood, Florida, Healthier Choices Management Corp. -- http://www.healthiercmc.com-- is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Healthier Choices reported a net loss of $3.72 million for the year ended Dec. 31, 2020, a net loss of $2.80 million for the year ended Dec. 31, 2019, and a net loss of $13.16 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $36.61 million in total assets, $4.91 million in total liabilities, and $31.70 million in total stockholders' equity. HEALTHIER CHOICES: President Santi Has 6.61% Stake as of Dec. 31 ---------------------------------------------------------------- Christopher Santi disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, he beneficially owns 23,600,000,001 shares of common stock of Healthier Choices Management Corp., representing 6.61 percent of the shares outstanding. The percentage is calculated based on 339,741,632,384 shares of common stock outstanding as of Feb. 11, 2022 and assuming that the shares of common stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). Unvested shares of restricted stock are deemed beneficially owned because grantees of unvested restricted stock under the issuer's 2015 Equity Incentive Plan hold the sole right to vote those shares. Since the date of the first amendment to the Schedule 13D, Mr. Santi forfeited 2,200,000,000 shares of restricted common stock. Other than these forfeitures, Mr. Santi has not engaged in any other transactions in the issuer's common stock, including no sales or purchases of the common stock. Mr. Santi is serving as president and chief operating officer of the issuer. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/844856/000084485622000012/sc_13d-a.htm About Healthier Choices Headquartered in Hollywood, Florida, Healthier Choices Management Corp. -- http://www.healthiercmc.com-- is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Healthier Choices reported a net loss of $3.72 million for the year ended Dec. 31, 2020, a net loss of $2.80 million for the year ended Dec. 31, 2019, and a net loss of $13.16 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $36.61 million in total assets, $4.91 million in total liabilities, and $31.70 million in total stockholders' equity. HOUGHTON MIFFLIN: Moody's Puts B1 CFR Under Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service placed Houghton Mifflin Harcourt Publishers Inc.'s (HMH) credit ratings, including its B1 corporate family rating, on review for downgrade. The outlook was revised to ratings under review from stable. The rating actions follow the company's announcement [1] that it is being acquired by a private equity firm Veritas Capital (Veritas) for approximately $2.8 billion. HMH expects to complete the transaction in the second quarter of 2022, subject to receipt of regulatory approvals and customary closing conditions. The company's SGL-1 speculative grade liquidity rating remains unchanged. While details relating to the financing of this transaction have not been disclosed, HMH's debt burden stands to rise meaningfully as a result of the buyout. The potential for a more aggressive financial policy is a key governance risk. Pursuant to the company's proposed merger agreement, HMH is required to pay off its existing $380 million senior secured term loan ($22 million outstanding as of September 30, 2021) at closing and cooperate with Veritas to either redeem or discharge its $306 million senior secured notes ($303 million outstanding as of September 30, 2021) at closing. If all the rated debt is repaid, all of Moody's ratings may be withdrawn at closing. On Review for Downgrade: Issuer: Houghton Mifflin Harcourt Publishers Inc. Corporate Family Rating, Placed on Review for Downgrade, currently B1 Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Senior Secured Term Loan B, Placed on Review for Downgrade, currently B2 (LGD4) Senior Secured Global Notes, Placed on Review for Downgrade, currently B2 (LGD4) Outlook Actions: Issuer: Houghton Mifflin Harcourt Publishers Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's review will focus on HMH's financial strategy, pro forma capital structure, liquidity profile, and future operating and growth strategy. While the company has not announced capitalization plans associated with the pending privatization or disclosed how much equity funding will be contributed by Veritas in conjunction with the transaction, the rating review reflects Moody's expectation for a meaningfully more levered pro forma capital structure. HMH's current B1 CFR on review for downgrade reflects the company's exposure to a highly cyclical K-12 core educational market, pronounced seasonality in school spending (69% of the company's net sales were generated in Q2 and Q3 over the past three years), and intense competition in both its Core and Extensions segments. HMH has a strong market position within K-12 educational publishing but is dependent for most of its revenue on state and local budget appropriations. HMH's rating continues to garner support from its good market position within K-12 educational publishing, a broad portfolio of educational publishing products, a customer footprint that extends to 90% of schools in the US, established relationships with customers, large sales force, education industry entry barriers and a well-known brand. The company's credit profile benefits from Moody's expectation that its on-going shift to digital will result in a business model with significantly reduced earnings volatility. The principal methodology used in these ratings was Media published in June 2021. Headquartered in Boston, MA, Houghton Mifflin Harcourt Publishers Inc. is one of the three largest US education solutions providers focusing on the K-12 market. The company expects to generate annualized billing in the $1,075-$1,095 million range in 2021, proforma for the HMH Book & Media divestiture. INFINERA CORP: Appoints Roop Lakkaraju to Board of Directors ------------------------------------------------------------ Infinera Corp. has appointed to its board of directors Roop Lakkaraju, chief financial officer of Benchmark Electronics, Inc., effective Feb. 16, 2022. Mr. Lakkaraju will serve as a member of Infinera's audit committee. "We are thrilled to have Roop join our board of directors," said George Riedel, Infinera Chairman of the Board. "By bringing more than 25 years of management experience in overall financial strategy, including as a public company chief financial officer, and his diversity of thinking and perspective, Roop will be a great asset to Infinera as we continue to focus every day on building value for our shareholders." Mr. Lakkaraju, 51, has been executive vice president, chief financial officer of Benchmark Electronics, Inc. since January 2018. From February 2017 to January 2018, he served as chief financial officer of Maana, Inc., an enterprise software company that pioneered an Artificial Intelligence-driven knowledge platform. From October 2013 to February 2017, he served as chief operating officer and chief financial officer of Support.com, a provider of cloud-based software and services for technology support. From July 2011 to October 2013, he was chief financial officer of Quantros, Inc., a provider of enterprise SaaS-based solutions and information services that advance healthcare quality and safety performance. Prior to that he held executive financial and operational roles at 2Wire, Solectron Corporation, and Safeguard Scientifics. He began his career in 1993 as an auditor with Grant Thornton before joining PricewaterhouseCoopers in their Audit and Business Advisory Services. Mr. Lakkaraju holds a B.S. in Business Administration from San Jose State University. "This is an exciting time to join the board of Infinera, a recognized leader in optical technology innovation," said Lakkaraju. "I look forward to strategically working with the team to continue developing and delivering transformational open optical networking solutions to its growing base of global customers." In addition, Infinera announced the resignation from Infinera's board of each of Tom Fallon and Kambiz Hooshmand, effective Feb. 16, 2022 and the decision by each of Marcel Gani and Mark Wegleitner to not stand for re-election as Class III directors at Infinera's 2022 annual meeting of shareholders. In connection with Mr. Lakkaraju's appointment and the resignations of Messrs. Fallon and Hooshmand, Infinera's board has now decreased from 12 to 11 members. Mr. Lakkaraju will serve as a Class I director with a term expiring at the 2023 annual meeting of shareholders. "I also wish to recognize the countless contributions to Infinera of both Tom and Kambiz over the years and extend to them the deepest thanks of our board and management team for their valuable service to the company," continued Riedel. "Following these changes, our board will be smaller, more diverse, and reflect lower average director tenure." Mr. Lakkaraju will receive compensation for his service pursuant to the Company's non-employee director compensation program substantially as disclosed in the Company's proxy statement with respect to the Company's 2021 Annual Meeting of Shareholders, as filed with the U.S. Securities and Exchange Commission on April 8, 2021. This includes an annual cash retainer of $50,000 per year for service as a non-employee director and an additional annual cash retainer of $12,500 per year for service as a member of the Committee. About Infinera Corp. Headquartered in Sunnyvale, Calif., Infinera Corp. -- www.infinera.com -- is a global supplier of innovative networking solutions that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. The Infinera end-to-end packet-optical portfolio delivers industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. Infinera reported a net loss of $206.72 million for the year ended Dec. 26, 2020, a net loss of $386.62 million for the year ended Dec. 28, 2019, a net loss of $214.29 million for the year ended Dec. 29, 2018, and a net loss of $194.51 million for the year ended Dec. 30, 2017. As of Dec. 25, 2021, the Company had $1.58 billion in total assets, $612.49 million in total current liabilities, $476.79 million in long-term debt, $21.11 million in long-term accrued warranty, $31.61 million in long-term deferred revenue, $2.36 million in long-term deferred tax liability, $54.33 million in long-term operating lease liabilities, $64.77 million in other long-term liabilities, and $323.77 million in total stockholders' equity. INFINERA CORP: Incurs $33.1 Million Net Loss in Fourth Quarter -------------------------------------------------------------- Infinera Corporation reported a net loss of $33.07 million on $400.26 million of total revenue for the three months ended Dec. 25, 2021, compared to a net loss of $9.92 million on $353.53 million of total revenue for the three months ended Dec. 26, 2020. For the 12 months ended Dec. 25, 2021, the Company reported a net loss of $170.78 million on $1.43 billion of total revenue compared to a net loss of $206.72 million on $1.36 billion of total revenue for the 12 months ended Dec. 26, 2020. As of Dec. 25, 2021, the Company had $1.58 billion in total assets, $612.49 million in total current liabilities, $476.79 million in long-term debt, $21.11 million in long-term accrued warranty, $31.61 million in long-term deferred revenue, $2.36 million in long-term deferred tax liability, $54.33 million in long-term operating lease liabilities, $64.77 million in other long-term liabilities, and $323.77 million in total stockholders' equity. Infinera CEO David Heard said, "Q4 was a pivotal quarter for us. We achieved record revenue and bookings for the company, and exited the year with substantial backlog. Our strong performance in the quarter was the perfect way to wrap-up 2021, a year in which we strengthened our portfolio, bolstered our management team, accelerated growth and expanded margins." "Looking ahead to 2022, we intend to build on the foundation we established in 2021," continued Heard. "The demand drivers fueling our business are robust. While we expect the industry-wide supply chain challenges to remain intense through at least the first half of the year, we are focused on driving 8-12% revenue growth in 2022 and delivering on our longer-term target business model." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1138639/000113863922000023/infn-2162022xex991.htm About Infinera Corp. Headquartered in Sunnyvale, Calif., Infinera Corp. -- www.infinera.com -- is a global supplier of innovative networking solutions that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. The Infinera end-to-end packet-optical portfolio delivers industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. Infinera reported a net loss of $206.72 million for the year ended Dec. 26, 2020, a net loss of $386.62 million for the year ended Dec. 28, 2019, a net loss of $214.29 million for the year ended Dec. 29, 2018, and a net loss of $194.51 million for the year ended Dec. 30, 2017. INTELLIPHARMACEUTICS INT'L: Armistice, Steven Boyd Hold 9.9% Stake ------------------------------------------------------------------ Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 3,672,877 shares of common stock of Intellipharmaceutics International Inc., representing 9.99 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1474835/000119312522042425/d319957dsc13ga.htm About Intellipharmaceutics Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company's patented Hypermatrix technology is a multidimensional controlled-release drug delivery platform that can be applied to a wide range of existing and new pharmaceuticals. Intellipharmaceutics has developed several drug delivery systems based on this technology platform, with a pipeline of products (some of which have received FDA approval) in various stages of development. The Company has ANDA and NDA 505(b)(2) drug product candidates in its development pipeline. These include the Company's abuse-deterrent oxycodone hydrochloride extended release formulation ("Oxycodone ER") based on its proprietary nPODDDS novel Point Of Divergence Drug Delivery System (for which an NDA has been filed with the FDA), and Regabatin XR (pregabalin extended-release capsules). Intellipharmaceutics reported a net loss and comprehensive loss of $3.39 million for the year ended Nov. 30, 2020, compared to a net loss and comprehensive loss of $8.08 million for the year ended November 30, 2019. As of Aug. 31, 2021, the Company had $3.46 million in total assets, $9.62 million in total liabilities, and a shareholders' deficiency of $6.17 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 28, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. LATAM AIRLINES: Discloses Changes and DIP Loan Extension -------------------------------------------------------- Eduardo Thomson of Bloomberg News reports that Latam Airlines requested changes and a refinancing of terms of its existing Debtor-in-Possession loan, according to a filing sent by Latam Friday to Chile's regulators. Latam requested extension as current DIP loan matured April 8, 2022. Latam Airline's board reviewed and approved the modified DIP loan; is still pending approval from court. Terms for parts A and B of the existing DIP loan will remain unchanged, while funds from part C will increase to $1.245b from $1.15b; Apollo Management and Oaktree Capital Management will provide the additional funds. Parts A, B and C of the DIP loan will mature Aug. 8, 2022. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC, as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LINDERIAN COMPANY: Wins Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas, Tyler Division has authorized the Linderian Company, Ltd. to use cash collateral on an interim basis in accordance with the budget and provide adequate protection, however, the court also entered an order making the interim order final on the same day. In the interim order, the Court, as adequate protection for the use of the cash collateral, granted the Internal Revenue Service a general and continuing lien upon and security interest in and to all of the Debtor's right, title, and interests in, to, and against the Secured Creditors' collateral, acquired by the Debtor after the Petition Date. The Replacement Liens will be deemed first and prior, valid, perfected, and enforceable without the need of filing, recordation, documentation, or other acts on the part of the Secured Creditors or the Debtor subject to the Debtor's right to assert an objection to the nature, extent, validity, or priority of the Secured Creditors' security interests, or any other matter with respect to such. A copy of the interim order is available at https://bit.ly/3vikDxw from PacerMonitor.com. A copy of the final order is available at https://bit.ly/36oe7uO from PacerMonitor.com. About The Linderian Company, Ltd. The Linderian Company, Ltd. operates a nursing care facility in Longview, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-60024) on January 19, 2022. In the petition signed by Greg Sechrist, managing partner, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Joshua P. Searcy oversees the case. Mark A. Castillo, Esq., at Curtis Castillo PC is the Debtor's counsel. LTL MANAGEMENT: Says Chapter 11 Is Best Option for Talc Claimants ----------------------------------------------------------------- Vince Sullivan of Law360 reports that the attorneys representing the bankrupt talc unit of Johnson & Johnson summed up their case Friday, February 18, 2022, in defense of its Chapter 11 filing, telling a New Jersey bankruptcy judge that if the proceedings are dismissed, most talc claimants will face unacceptable delay and risk in the tort system. During the final day of a weeklong trial, LTL Management LLC attorney Gregory M. Gordon of Jones Day said the funding agreement that binds J&J to cover any settlement of the 38,000 existing talc claims is the best option for those claimants to receive a recovery in a timely and equitable manner. 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. M2 SYSTEMS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: M2 Systems Corporation 600 Northlake Blvd. Suite 230 Altamonte Springs, FL 32701 Business Description: M2 Systems provides computer automated solutions for practical business problems utilizing a proven technology. It specializes in developing, marketing and implementing transaction technologies for both established and emerging markets as well as creating outlets for licensing and operating its solution sets. The Company has developed a firm foundation in several vertical markets, including healthcare and financial payments. Chapter 11 Petition Date: February 23, 2022 Court: United States Bankruptcy Court Middle District of Florida Case No.: 22-00666 Debtor's Counsel: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph W. Adams, CEO/director. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JZB5W4Q/M2_Systems_Corporation__flmbke-22-00666__0001.0.pdf?mcid=tGE4TAMA MALLINCKRODT PLC: Claims to be Paid From Cash on Hand and Loan -------------------------------------------------------------- Mallinckrodt PLC, et al. submitted a Fourth Amended Joint Plan of Reorganization. The Debtors will fund cash distributions under the Plan with Cash on hand, including cash from operations, and the proceeds of the New Term Loan Facility. The Plan will treat claims as follows: * Class 5 - Guaranteed Unsecured Notes Claims. The Guaranteed Unsecured Notes Claims shall be Allowed in the following amounts: (i) the 5.75% Senior Notes Claims shall be Allowed in the amount of not less than $610,304,000.00, plus accrued but unpaid interest as of the Petition Date; (ii) the 5.625% Senior Notes Claims shall be Allowed in the amount of not less than $514,673,000.00, plus accrued but unpaid interest as of the Petition Date; and (iii) the 5.50% Senior Notes Claims shall be Allowed in the amount of not less than $387,207,000.00, plus accrued but unpaid interest as of the Petition Date. Each Holder of an Allowed Guaranteed Unsecured Notes Claim will receive its pro rata share of (i) the Takeback Second Lien Notes and (ii) 100% of New Mallinckrodt Ordinary Shares, subject to dilution on account of the New Opioid Warrants and the Management Incentive Plan. Class 5 is impaired. Class 6 General Unsecured Claims will receive the recoveries set forth, subject to adjustment to the allocation of General Unsecured Claims Trust Consideration solely to ensure that the recoveries of each Class 6 subclass satisfies the requirements of the Bankruptcy Code: * Class 6(a) - Acthar Claims. Each Holder of an Allowed Acthar Claim will receive its Pro Rata Share of the Acthar Claims Recovery. Class 6(a) is impaired. * Class 6(b) - Generics Price Fixing Claims. Each Holder of an Allowed Generics Price Fixing Claim will receive its Pro Rata Share of the Generics Price Fixing Claims Recovery. Class 6(b) is impaired. * Class 6(c) - Asbestos Claims. Each Holder of an Allowed Asbestos Claim will receive its Pro Rata Share of the Asbestos Claims Recovery. Class 6(c) is impaired. * Class 6(d) - Legacy Unsecured Notes Claims. Each Holder of an Allowed Legacy Unsecured Notes Claim will receive its Pro Rata Share of the Legacy Unsecured Notes Recovery. Class 6(d) is impaired. * Class 6(e) - Environmental Claims. Each Holder of an Allowed Environmental Claim will receive its Pro Rata Share of the Environmental Claims / Other General Unsecured Claims Recovery. Class 6(e) is impaired. * Class 6(f) - Other General Unsecured Claims. Each Holder of an Allowed Other General Unsecured Claim will receive its Pro Rata Share of the Environmental Claims / Other General Unsecured Claims Recovery. Class 6(f) is impaired. * Class 6(g) - 4.75% Unsecured Notes Claims. Each Holder of an Allowed 4.75% Unsecured Notes Claim will receive its Pro Rata Share of the 4.75% Unsecured Notes Recovery. Class 6(g) is impaired. "4.75% Unsecured Notes Recovery" means (a) the Initial Fixed Distribution in Cash in the amount of $56,991,000 from the General Unsecured Claims Trust Consideration, plus (b) Additional GUC Trust Distributions calculated by the methodology set forth in the UCC Appendix. "Acthar Claims Recovery" means (a) the Initial Fixed Distribution in Cash in the amount of $7,500,000 from the General Unsecured Claims Trust Consideration, plus (b) Additional GUC Trust Distributions calculated by the methodology set forth in the UCC Appendix. For the avoidance of doubt, if Acthar Claims are allowed in an amount less than or equal to $7,500,000, the Acthar Claims Recovery will equal the amount of Allowed Acthar Claims. "Asbestos Claims Recovery" means the Initial Fixed Distribution in Cash in the amount of 18,000,000 from the General Unsecured Claims Trust Consideration as set forth in the UCC Appendix. "Environmental Claims / Other General Unsecured Claims Recovery" means (a) the Initial Fixed Distribution in Cash in the amount of $23,650,000 from the General Unsecured Claims Trust Consideration, plus (b) Additional GUC Trust Distributions calculated by the methodology set forth in the UCC Appendix. "General Unsecured Claims Trust Consideration" means (a) Cash in the amount of $135,000,000, paid on the Effective Date; (b) the GUC Assigned Preference Claims; (c) the GUC Terlivaz CVR; (d) the GUC Assigned Sucampo Avoidance Claims; (e) the GUC Share Repurchase Proceeds; (f) the GUC VTS PRV Share; and (e) the GUC StrataGraft PRV Share. "Generics Price Fixing Claims Recovery" means the Initial Fixed Distribution in Cash in the amount of $8,000,000 from the General Unsecured Claims Trust Consideration as set forth in the UCC Appendix. "Guaranteed Unsecured Notes Claim" means, collectively, the 5.75% Senior Notes Claims, the 5.50% Senior Notes Claims, and the 5.625% Senior Notes Claims, in each case, other than the Indenture Trustee Fees of the Guaranteed Unsecured Notes Indenture Trustee. "Legacy Unsecured Notes Recovery" means (a) the Initial Fixed Distribution in Cash in the amount of $10,859,000 from the General Unsecured Claims Trust Consideration, plus (b) Additional GUC Trust Distributions calculated by the methodology set forth in the UCC Appendix. Counsel to the Debtors: Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. Brendan J. Schlauch, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com merchant@rlf.com steele@rlf.com schlauch@rlf.com - and - George A. Davis, Esq. George Klidonas, Esq. Andrew Sorkin, Esq. Anupama Yerramalli, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 E-mail: george.davis@lw.com george.klidonas@lw.com andrew.sorkin@lw.com anu.yerramalli@lw.com - and - Jeffrey E. Bjork, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue, Suite 100 Los Angeles, California 90071 Telephone: (213) 485-1234 Facsimile: (213) 891-8763 E-mail: jeff.bjork@lw.com - and - Jason B. Gott, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 E-mail: jason.gott@lw.com A copy of the Plan dated Feb. 18, 2022, is available at https://bit.ly/3Jwr4Bc from Primeclerk, the claims agent. 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. The confirmation trial for the Debtors' First Amended Joint Plan of Reorganization began in November 2021. MANNY'S MEXICAN: To Seek Plan Approval on March 17 -------------------------------------------------- Judge Catherine J. Furay has entered an order conditionally approving the Disclosure Statement of Manny's Mexican Cocina, Inc. The final hearing on approval of the Disclosure Statement and confirmation of the Plan will be held on March 17, 2022 at 1:15 PM, at the U.S. Bankruptcy Court, Western District of Wisconsin 120 North Henry Street, Room 350 Madison, Wisconsin 53703−2559. Objections to final approval of the Disclosure Statement and/or confirmation of the Plan must be filed no later than March 10, 2022, at 4:00 p.m. March 10, 2022, is fixed as the last day for filing written acceptances or rejections of the Plan. About Manny's Mexican Cocina Manny's Mexican Cocina, Inc., filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Wis. Case No. 21-12059) on Oct. 6, 2021. Lynnae Rivera, company owner, signed the petition. Judge Catherine J. Furay oversees the case. Galen W. Pittman, Esq., at Pittman & Pittman Law Offices, LLC and TAP Consulting, LLC, serve as the Debtor's legal counsel and accountant, respectively. MARS COLONY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Mars Colony LLC d/b/a Meridian Hive LLC 8120 Exchange Drive Austin, TX 78754 Business Description: Mars Colony LLC is part of the beverage manufacturing industry. Chapter 11 Petition Date: February 23, 2022 Court: United States Bankruptcy Court Western District of Texas Case No.: 22-10109 Judge: Hon. Tony M. Davis Debtor's Counsel: Todd Headden, Esq. HAYWARD PLLC 901 Mopac Expressway Building 1, Suite 300 Austin, TX 78746 Tel: 737-881-7100 E-mail: theadden@haywardfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by William Cayce Rivers as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ETYJ33I/Mars_Colony_LLC__txwbke-22-10109__0001.0.pdf?mcid=tGE4TAMA MARTIN MIDSTREAM: Incurs $211K Net Loss in 2021 ----------------------------------------------- Martin Midstream Partners L.P. reported a net loss of $211,000 on $882.43 million of total revenues for the year ended Dec. 31, 2021, compared to a net loss of $6.77 million on $672.14 million of total revenues for the year ended Dec. 31, 2020. The Partnership had net income of $10.8 million, or $0.27 per limited partner unit, for the three months ended Dec. 31, 2021. The Partnership had a net loss of $2.6 million, a loss of $0.06 per limited partner unit, for the three months ended Dec. 31, 2020. Adjusted EBITDA was $39.7 million for the three months ended Dec. 31, 2021 compared to $17.4 million for the three months ended Dec. 31, 2020. Net cash provided by operating activities was $48.1 million for the three months ended Dec. 31, 2021 compared to $45.6 million for the three months ended Dec. 31, 2020. Distributable cash flow was $19.3 million for the three months ended Dec. 31, 2021 compared to $0.8 million for the three months ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $579.86 million in total assets, $627.90 million in total liabilities, and a total partners' deficit of $48.04 million. "The Partnership finished the year with another strong quarter leading to adjusted EBITDA of $114.5 million for 2021, exceeding the high end of our guidance by approximately $12.5 million. These results allowed us to make significant progress towards our leverage goals as adjusted and total leverage were reduced over a full turn from both December 31, 2020 and September 31, 2021," stated Bob Bondurant, president and chief executive officer of Martin Midstream GP LLC, the general partner of the Partnership. "The rebound in the global economy and strengthening commodity prices resulted in solid annual results across all segments, and particularly in our fertilizer, land transportation and butane optimization businesses. "As we focus on 2022, I remain confident in our diversified refinery services asset base which has performed well through the last two years of economic instability. Our priority remains on maximizing investor value through our continued emphasis on capital discipline and niche organic growth projects with our long-term business partners," Mr. Bondurant said. At Dec. 31, 2021, the Partnership had $506 million of total debt outstanding, including $160 million drawn on its $275 million revolving credit facility, $54 million of senior secured 1.5 lien notes due 2024 and $292 million of senior secured second lien notes due 2025. At Dec. 31, 2021, the Partnership had liquidity of approximately $93 million from available capacity under its revolving credit facility, an increase of $67 million from Sept. 30, 2021. The Partnership's adjusted leverage ratio, as calculated under the revolving credit facility, was 4.2 times and 5.5 times on Dec. 31, 2021 and Sept. 30, 2021, respectively. The Partnership was in compliance with all debt covenants as of Dec. 31, 2021. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1176334/000117633422000022/exhibit991earningspressrel.htm About Martin Midstream Martin Midstream Partners L.P. is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership's primary business lines include: (1) terminalling, processing, storage, and packaging services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) natural gas liquids marketing, distribution and transportation services. * * * As reported by the TCR on Aug. 17, 2020, Moody's Investors Service upgraded Martin Midstream Partners L.P.'s Corporate Family Rating to Caa1 from Caa3. "The upgrade of MMLP's ratings reflect the extended debt maturity profile and improved liquidity," Jonathan Teitel, a Moody's analyst, said. MICROSTRATEGY INC: Widens Net Loss to $535.5 Million in 2021 ------------------------------------------------------------ Microstrategy Incorporated filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $535.48 million on $510.76 million of total revenues for the year ended Dec. 31, 2021, compared to a net loss of $7.52 million on $480.74 million of total revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $3.56 billion in total assets, $2.58 billion in total liabilities, and $978.96 million in total stockholders' equity. As of Dec. 31, 2021 and 2020, the amount of cash and cash equivalents held by the Company's U.S. entities was $13.1 million and $13.7 million, respectively, and by its non-U.S. entities was $50.3 million and $46.0 million, respectively. The Company earns a significant amount of its revenues outside the United States and its accumulated undistributed foreign earnings and profits as of Dec. 31, 2021 and 2020 were $117.0 million and $136.3 million, respectively. The Company repatriated foreign earnings and profits of $57.5 million during 2021 and $186.6 million during 2020. Microstrategy stated, "We believe that existing cash and cash equivalents held by us and cash and cash equivalents anticipated to be generated by us are sufficient to meet working capital requirements, anticipated capital expenditures, and contractual obligations for at least the next 12 months. Beyond the next 12 months, our long-term cash requirements are primarily for obligations related to our long-term debt (principal due upon maturity of each debt instrument ($650 million in the case of the 2025 Convertible Notes, $1.050 billion in the case of the 2027 Convertible Notes and $500 million in the case of the 2028 Secured Notes), $2.4 million in coupon interest due each semi-annual period for the 2025 Convertible Notes, and $15.3 million in coupon interest due each semi-annual period for the 2028 Secured Notes). We also have long-term cash requirements for obligations related to our operating leases, the Transition Tax, and our various purchase agreements. If cash and cash equivalents generated by future operating activities are not sufficient to enable us to satisfy these obligations, we may seek to generate cash and cash equivalents from other sources. The sources could include the sale of bitcoins, as well as the issuance and sale of shares of our class A common stock (as we have done through the Open Market Sale Agreement). Furthermore, if certain conditions are met, we may have the right to elect to settle the Convertible Notes upon a conversion of such Convertible Notes in shares of our class A common stock, or a combination of cash and shares of class A common stock, which may enable us to reduce the amount of our cash obligations under the Convertible Notes." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1050446/000156459022005287/mstr-10k_20211231.htm About MicroStrategy MicroStrategy is an enterprise analytics software and services company. Since its founding in 1989, MicroStrategy has been focused on empowering organizations to leverage the immense value of their data. Its vision is to enable Intelligence Everywhere by delivering world-class software and services that empower enterprise users with actionable intelligence. * * * As reported by the TCR on June 15, 2021, S&P Global Ratings assigned its 'CCC+' issuer credit rating to Tysons Corner, Va.-based MicroStrategy Inc. S&P said, "The stable outlook reflects our expectation that MicroStrategy's operating results will remain consistent over the next 12 months given its good recurring revenue base and the low interest expense on its convertible debt, which will allow it to maintain good EBITDA interest coverage and generate positive free operating cash flow. We expect these factors to enable the company to sustain its capital structure over the subsequent 12 months." MLK ALBERTA: Plan and Disclosures Due April 7 --------------------------------------------- Judge Teresa H. Pearson has entered an order that the deadline for MLK Alberta, LLC to file a Disclosure Statement and Plan of Reorganization is April 7, 2022. About MLK Alberta MLK Alberta, LLC, a company in Portland, Ore., filed a Chapter 11 petition (Bankr. D. Ore. Case No. 22-30019) on Jan. 7, 2022, listing up to $50 million in assets and $10 million in liabilities. Meron Alemseghed, sole member of MLK Alberta, signed the petition. Judge Teresa H. Pearson oversees the case. Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C. serves as the Debtor's bankruptcy counsel. MONTAUK CLIFFS: Case Summary & Four Unsecured Creditors ------------------------------------------------------- Debtor: Montauk Cliffs, LLC 42 Old Montauk Highway Montauk, NY 11954 Business Description: Montauk Cliffs is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: February 23, 2022 Court: United States Bankruptcy Court Eastern District of New York Case No.: 22-70312 Judge: Hon. Robert E. Grossman Debtor's Counsel: Matthew G. Roseman, Esq. CULLEN AND DYKMAN LLP 100 Quentin Roosevelt Blvd Garden City, NY 11530 Tel: 516-357-3700 Email: mroseman@cullenllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Eli Wilner as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2KR436A/Montauk_Cliffs_LLC__nyebke-22-70312__0001.0.pdf?mcid=tGE4TAMA MUSCLE MAKER: Armistice Capital, Steven Boyd Report 9.99% Stake --------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 2,728,553 shares of common stock of Muscle Maker, Inc., representing 9.99 percent of the shares outstanding. The percentage of shares reported to be beneficially owned by the reporting persons are based on 24,584,293 shares outstanding as of Dec. 16, 2021, as reported in the issuer's prospectus on Form 424B3 filed with the SEC on Dec. 16, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1701756/000119312522042419/d305439dsc13g.htm About Muscle Maker Headquartered in League City, Texas, Muscle Maker is a fast casual restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order lean, protein-based meals featuring chicken, seafood, pasta, hamburgers, wraps and flat breads. In addition, the Company features entree salads and an appealing selection of sides, protein shakes and fruit smoothies. Muscle Maker reported a net loss of $10.10 million for the year ended Dec. 31, 2020, compared to a net loss of $28.39 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $18.36 million in total assets, $5.20 million in total liabilities, and $13.17 million in total stockholders' equity. Melville, NY-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has incurred significant losses and net cash used in operations 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. NANO MAGIC: Elects Miles Gatland to Board of Directors ------------------------------------------------------ Nano Magic Holdings, Inc. announced that Miles Gatland has been elected to join its Board of Directors. Tom Berman, president and CEO, explained: "We are glad to welcome Miles with his experience as a real estate entrepreneur and active private investor who will support the growth of our business." Berman also commented: "2021 was a dynamic and rewarding year for the growth of our brand. We launched programs with strong national retailers: Lowe's, Best Buy and Walmart, and we extended our partnership with Walgreens. Several innovative product offerings were introduced, and we developed an exciting Canadian distribution partnership." Nano Magic recently introduced two new cutting-edge products. First is the revolutionary 2-in-1 Anti Fog + Lens Cleaning Solution that combines two of Nano Magic's top-performing formulas into one to create a powerful and convenient anti fog and lens cleaning solution for glasses, scuba masks, ski goggles, sport visors and protective eyewear to make them clean and keep them fog-free. With the second new product Nano Magic expanded into the auto care sector. Nano Magic Force Field Windshield Protection is a nanocoating that creates a non-stick, super water repellent protective barrier - like a force field - to protect the windshield against rain, bugs, and salt. The coating is easy-to-apply and offers a year of protection to improve visibility and safety while driving. Both products can be found on the Nano Magic website, and in select retail locations in-store and online. Further expansion plans include taking Nano Magic products international to Canadian retailers. The Company has entered a partnership with Calgary-based Curve Distribution. "We're thrilled to partner with Curve to expand the Nano Magic brand into Canada," said Berman. "We're especially excited to embark on this new partnership to bring Nano Magic products to Canadian consumers not only because Curve has such a strong reputation for success, but more importantly, because our core values are aligned." Another development was the Company's filing, on Feb. 14, 2022, of a petition for a writ of mandamus with the United States Court of Appeals for the District of Columbia, asking that the Court of Appeals order the SEC to rule on the Company's petition to set aside the trading suspension entered and expired more than 20 months ago. The effect of a ruling in Nano Magic's favor, whether by the SEC or on appeal to the Court of Appeals, could be restoration of the "'piggyback' exception," which could enable broker-dealers to resume making a market in Nano Magic's securities. The petition to the Court of Appeals for a Writ of Mandamus is a form of extraordinary relief that management believed was necessary in the interest of the Company and its stockholders. Jacob Frenkel, Securities Enforcement Practice Chair at Dickinson Wright PLLC and lead counsel for Nano Magic in the trading suspension litigation, stated that "the SEC's failure to decide the meritorious petition to correct a trading suspension that never should have been entered in the first place is an affront to Nano Magic's shareholders and a gut-blow to entrepreneurs in the small cap market. I applaud management for continuing its fight for the Company's shareholders in the face of the SEC's unreasonable delay that has seriously prejudiced the Company." Berman commented: "Notwithstanding the SEC issue, we're excited to spread 'our magic' even further this year and continue our mission to use the power of nanotechnology to create solutions that clean, protect, and enhance everyday products for peak performance. To do so, we're hyper focused on building our brand, and although it is not easy, I am proud of the tremendous progress we have made in a very short period, and extremely enthusiastic about what's to come in 2022 and beyond." About Nano Magic Headquartered in Madison Heights, Michigan Nano Magic -- www.nanomagic.com -- develops, commercializes and markets consumer and industrial products powered by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $860,769. Nano Magic reported a net loss of $781,055 for the year ended Dec. 31, 2020, compared to a net loss of $964,987 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $6.04 million in total assets, $2.94 million in total liabilities, and $3.10 million in total stockholders' equity. NATURALSHRIMP INC: Incurs $33.4 Million Net Loss in Third Quarter ----------------------------------------------------------------- Naturalshrimp Incorporated filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $33.37 million on $16,640 of sales for the three months ended Dec. 31, 2021, compared to a net loss of $609,838 on zero sales for the three months ended Dec. 31, 2020. For the nine months ended Dec. 31, 2021, the Company reported a net loss of $38.78 million on $16,640 of sales compared to a net loss of $1.68 million on zero sales for the nine months ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $41.66 million in total assets, $25.14 million in total liabilities, $1.93 million in series E redeemable convertible preferred stock, and $14.60 million in total stockholders' equity. As of Dec. 31, 2021, the Company had cash on hand of approximately $2,665,000 and working capital deficiency of approximately $16,332,000, as compared to cash on hand of approximately $156,000 and a working capital deficiency of approximately $3,614,000 as of March 31, 2021. The decrease in working capital for the nine months ended Dec. 31, 2021, is mainly due to the decrease in cash on-hand and increase in accounts payable and accrued expenses, offset by a decrease in notes payable - related parties. The Company has accumulated losses through the period to Dec. 31, 2021 of approximately $101,799,000 as well as negative cash flows from operating activities of approximately $12,201,000. Presently, the Company does not have sufficient cash resources to meet its plans in the twelve months following the date of issuance of this filing. The Company said these factors raise substantial doubt about its ability to continue as a going concern. "Management is in the process of evaluating various financing alternatives in order to finance the continued build-out of our equipment and for general and administrative expenses. These alternatives include raising funds through public or private equity markets and either through institutional or retail investors. Although there is no assurance that the Company will be successful with our fund-raising initiatives, management believes that the Company will be able to secure the necessary financing as a result of ongoing financing discussions with third party investors and existing shareholders," NaturalShrimp stated. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1465470/000165495422001772/shmp_10q.htm About Natural Shrimp NaturalShrimp, Inc. is a publicly traded aqua-tech Company, headquartered in Dallas, with production facilities located near San Antonio, Texas. The Company has developed a commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals. NaturalShrimp systems can be located anywhere in the world to produce gourmet-grade Pacific white shrimp. Naturalshrimp reported a net loss of $3.59 million for the year ended March 31, 2021, compared to a net loss of $4.81 million for the year ended March 31, 2020. As of Sept. 30, 2021, the Company had $34.49 million in total assets, $11.90 million in total liabilities, $3.38 million in series E redeemable convertible preferred stock, and $19.21 million in total stockholders' equity. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2021, citing that the Company has suffered significant losses from inception and has a significant working capital deficit. These conditions raise substantial doubt about its ability to continue as a going concern. NATURE COAST: Unsecureds Will be Paid $16,000 Over 4 Years ---------------------------------------------------------- Nature Coast Wellness Clinic, LLC, submitted an Amended Disclosure Statement. During this case, the Debtor has reached a restructuring/settlement agreement with one of its major secured lenders, which the Debtor believes will pave the way for a successful reorganization. Under the Plan, Class 3 General Unsecured Claims totaling $480,305. Class 3 will be paid a total of $16,000 distributed pro rata over four years as set forth in the Plan. Payments and distributions under the Plan will be funded by the income generated from the operation of Debtor's business. Counsel for the Debtor-In-Possession: Byron Wright III, Esq. Robert C. Bruner, Esq. Bruner Wright, P.A. 2810 Remington Green Circle Tallahassee, FL 32308 Tel: (850) 385-0342 Fax: (850) 270-2441 E-mail: twright@brunerwright.com rbruner@brunerwright.com A copy of the Disclosure Statement dated Feb. 16, 2022, is available at https://bit.ly/3oVX21G from PacerMonitor.com. About Nature Coast Wellness Clinic Nature Coast Wellness Clinic, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 21-40250) on Aug. 2, 2021, listing as much as $500,000 in assets and as much as $1 million in liabilities. Judge Karen K. Specie oversees the case. The Debtor tapped Bruner Wright, PA as legal counsel and John Grayson, CPA, at Grayson Accounting & Consulting, PA as accountant. NEW AMI I: Moody's Assigns 'B2' CFR & Rates $550MM Term Loan 'B2' ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the prospective $550 million term loan B of New AMI I, LLC (aka "Associated Materials"). In addition, Moody's assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating (PDR) to Associated Materials. The outlook is stable. This transaction follows the announcement that Associated Materials will be acquired by funds managed by Strategic Value Partners, LLC ("SVPGlobal") for a total consideration of $950 million. The acquisition will be financed with proceeds from the new term loan, together with a $430 million cash contribution from the new equity sponsor. Associated Materials' existing debt of about $250 million will be repaid at closing. When the financing transaction closes and all related debt obligations are repaid, Moody's will withdraw all existing ratings of Associated Materials, LLC. "The B2 CFR considers Associated Materials' national presence, broad customer and channel diversity, strong product demand and modest leverage, offset by a weak EBITA margin profile relative to peers and exposure to the more volatile new housing construction sector," said Griselda Bisono, VP - Senior Analyst at Moody's. Assignments: Issuer: New AMI I, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Bank Credit Facility, Assigned B2 (LGD4) Outlook Actions: Issuer: New AMI I, LLC Outlook, Assigned Stable RATINGS RATIONALE Associated Materials' B2 CFR reflects favorable fundamentals that support investment in the home, including the desire to increase home values, which should translate to increased demand for the company's core products of windows and siding. The growing transition of a home as a place to live, work and play has increased its intrinsic value, particularly following the coronavirus pandemic. Moody's expect the overall building products sector to continue to benefit from a shift in consumers' discretionary spending to home improvement over the next twelve months. About 70% of Associated Materials' revenues are derived from the repair and remodel segment, where demand tends to be less volatile through market cycles as compared with new housing construction. The rating also reflects solid credit metrics, including pro forma adjusted Debt-to-EBITDA of 4.3x and adjusted EBITA-to-Interest Expense of 2.4x for the twelve month period ended October 2, 2021. These factors are counterbalanced by the company's low EBITA margin profile relative to industry peers. Moody's expects EBITA margins to modestly improve to about 7.5% by 2023 from about 6.9% for the last twelve month period ended October 2, 2021. This forecast considers a combination of price increases, some of which have already been implemented, as well as cost savings from increased efficiencies in procurement and plant automation. The introduction of these initiatives are a positive step towards improved profitability, however these changes will take several years to implement and be fully realized by the company and will entail increased capital spending and execution risk. Moody's ratings also consider Associated Materials' 30% exposure to new housing construction, where demand tends to be more volatile through cycles. Associated Materials' liquidity is expected to be good over the next 12 to 18 months and considers positive free cash flow of about $25 million in fiscal 2022 and $30 million in 2023. Liquidity will be supported by a new $150 million asset-based revolver due 2027 ("ABL revolver"). The revolver will be subject to a 1.0x springing fixed charge covenant that is tested when availability falls below the greater of 10% or $11.25 million, which Moody's does not expect the company to trigger over the next 12 to 18 months. Alternative sources of liquidity are limited as the majority of the company's assets are encumbered by secured debt. Governance considerations include Moody's expectations that Associated Materials will maintain a more aggressive financial policy that favors shareholders over creditors. Given the private equity ownership, Moody's expects the company to pay dividends, possibly with additional debt, from time to time. The B2 rating on the term loan B is in line with Associated Materials' CFR, which reflects the term loan making up the preponderance of debt at the company . The term loan will have a first lien on substantially all assets of the borrower and guarantors not pledged to the ABL revolver. The revolver will have a first lien priority on the relatively more liquid ABL collateral, including the company's accounts receivable, inventory, deposit accounts and cash. The stable outlook reflects Moody's expectations of stable demand within the repair and remodel segment of housing as well as Associated Materials' maintenance of good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded should EBITA margin improve closer to 10% while maintaining good liquidity. Stable end market conditions would also be an important consideration for a ratings upgrade in addition to the maintenance of adjusted debt to EBITDA below 5.0x and EBITA to interest coverage above 3.0x. The ratings could be downgraded if adjusted debt-to-EBITDA approaches 6.0x, interest coverage declines below 2.0x, the company's financial strategy becomes aggressive or liquidity deteriorates. As proposed, the new term loan facility is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental Facilities Incremental debt capacity up to the greater of $124.0 million and 100% of trailing four quarter Consolidated EBITDA, plus unused capacity reallocated from the general debt basket, plus unlimited amounts subject to a First Lien Leverage Ratio equal to or less than 4.50x (if pari passu secured). Amounts up to the greater of $248.0 million and an amount equal to 200% of Consolidated EBITDA on a pro forma basis may be incurred with an earlier maturity date than the initial term loans. Unrestricted Subsidiary Asset Transfers There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Guarantee Releases Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. Subordination/Anti-subordination There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. The principal methodology used in these ratings was Manufacturing published in September 2021. Associated Materials is a North American manufacturer and distributor of exterior building products. The company's core products are vinyl windows and vinyl siding. Associated Materials is also a distributor of third-party manufactured products, mainly roofing materials, insulation and exterior doors. NEW AMI I: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Ohio-based New AMI I LLC (d/b/a Associated Materials) and its 'B' issue-level rating and '3' recovery rating to its proposed term loan B. The stable outlook reflects S&P's view that good end-market trends will result in adjusted leverage of about 4.5x over the next 12 months despite increased debt. Associated Materials is a vertically integrated manufacturer and distributor of exterior building products with approximately $1.7 billion of revenue forecast for 2022. The company seeks to obtain a $150 million asset-based lending (ABL) revolving credit facility due in 2027 and $550 million first-lien term loan B due in 2029, which will result in pro forma adjusted leverage of about 4.5x EBITDA in 2022. S&P said, "We expect adjusted leverage of about 4.5x over the next 12 months but view Associated Materials' financial sponsor ownership as potentially contributing to financial risk. After the proposed net $300 million increase in reported debt, we expect adjusted leverage of about 4.5x in 2022. This compares to about 2.5x in 2021. Strategic Value Partners LLC is contributing $430 million of equity, which along with the proposed debt issuance will be used to fund the $950 million acquisition of Associated Materials. In 2022, we expect a 9%-10% increase in EBITDA to somewhat counter the higher debt, resulting in credit metrics appropriate for the rating. EBITDA is increased due to recent price increases and continued strong demand from the repair and remodeling and new construction end markets. However, in our experience, sponsor-owned companies typically have more aggressive financial policies than those not owned by a financial sponsor. And although we have not incorporated dividends or acquisitions into our forecast, we recognize the potential for owners to opportunistically use debt to fund returns when capital markets are accessible, which could push leverage higher than our base-case forecast. "Our assessment of Associated Materials' competitive risk reflects its average scale, moderate diversification, and average profitability. Associated Materials' size is average among building materials companies we rate but lags larger rated peers in the windows and cladding industry. We anticipate revenues slightly above $1.7 billion in 2022. Larger and better capitalized players tend to have higher market shares. Companies we rate include James Hardie International Group Ltd. ($3.4 billion in revenues), Jeld-Wen Inc. ($4.6 billion), and Cornerstone Building Brands Inc. ($5.3 billion). The company has moderate geographic diversity with manufacturing facilities and supply centers throughout the U.S. and Canada. It has a narrow product focus, primarily cladding and windows. Associated Materials is also exposed to raw material cost pressures but has passed through price increases recently, although sometimes with a lag that can impair margins. The company manufactures about 70% of its products. The remainder is purchased complementary exterior building products. They are all sold through its expansive dual-distribution model. However, margins have been below average over the last few years due, in part, to its lower-margin owned distribution business. Over the next 12 months, we expect some improvement toward the weaker end of the average range (10%-18%) because of recent price increases as well as the new sponsor's focus on cost management." The company's ability to manage through an inflationary cost environment and pass thorough higher costs will be key to earnings growth and stability. Associated Materials has a highly variable cost structure, since about 90% of cost of goods sold and 40% of selling, general, and administrative (SG&A) expenses are variable. Variable costs are an important counterbalance to its participation in cyclical end markets such as residential construction as it allows the company to reduce expenses as demand falls. The company derives about 70% of sales from the repair and remodeling market, which is more stable, while the remainder comes from new residential construction. The ability to control SG&A costs amid rapid growth and to quickly reduce them in periods of contraction can also meaningfully affect profitability. In 2022, we expect earnings will improve, albeit at a lower rate than revenues due to margin pressure from higher input costs. S&P said, "We expect Associated Materials to generate positive free cash flows over the next 12 months. This is supported by the company's asset-light model with annual maintenance capital spending of about 1% of revenues historically. Despite some anticipated growth in capital spending over the next few years (2% of revenues) for optimizing processes including automation projects, we expect it to continue to generate cash from operations minus capital spending of $90 million-$100 million in 2022. "The stable outlook on Associated Materials reflects our view for good end-market trends in residential construction that increase revenue and earnings. This should support adjusted leverage of about 4.5x over the next 12 months despite the increased debt." S&P could lower its ratings over the next 12 months if leverage climbed above 7x EBITDA because: -- An unexpected downturn resulted in a sharp decline in demand or the company could not pass on higher-than-expected inflationary costs, such that EBITDA declined more than 33% from our base-case assumption with EBITDA margins dropping into the single-digit percentages; or -- The financial sponsor pursued a more aggressive than anticipated financial policy--for instance, using debt to fund distributions or acquisitions. S&P views an upgrade over the next 12 months as unlikely because of the company's controlling interest by a private-equity firm, average scale, and moderate diversity. However, we could raise the rating if: -- The company materially enhanced its scale and competitive position, with margins sustained above 10% through weaker market conditions; and -- Leverage fell below 4x EBITDA and we gained confidence the owners were committed to maintaining it. ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration in S&P's credit rating on Associated Materials, as is the case for most rated entities owned by private-equity sponsors. This reflects generally finite holding periods and a focus on maximizing shareholder returns. Environmental factors are an overall neutral influence since the company engages in light manufacturing and distribution of windows and siding. NORDIC AVIATION: Taps Gorrissen as Special Danish Counsel --------------------------------------------------------- Nordic Aviation Capital Designated Activity Company and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Gorrissen Federspiel Advokatpartnerselskab as special Danish counsel. The Debtors need the firm's legal advice on certain Danish law matters in connection with their restructuring transactions. The firm's hourly rates are as follows: Partners EUR540–EUR700 Senior Associates EUR380–EUR525 Junior Associates EUR240–EUR320 Law Clerks EUR150–EUR215 Legal Assistants EUR150–EUR215 Soren Fogh, a partner at Gorrissen, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Fogh also disclosed the following in response to the request for additional information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines: a. Question: Did Gorrissen agree to any variations from, or alternatives to, Gorrissen's standard billing arrangements for this engagement? Answer: No. Gorrissen and the Debtors have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement. The rate structure provided by Gorrissen is appropriate and is not significantly different from (a) the rates that the firm charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. b. Question: Do any of the Gorrissen professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Gorrissen in representing the Debtors are consistent with the rates that the firm charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. c. Question: If Gorrissen has represented the Debtors in the 12 months prepetition, disclose Gorrissen's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Gorrissen's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Gorrissen followed the fee arrangement as stated in the engagement letter dated November 8, 2021. d. Question: Have the Debtors approved Gorrissen's budget and staffing plan, and, if so, for what budget period? Answer: Gorrissen keeps the Debtors apprised of the scope of its ongoing work. The firm can be reached at: Soren Fogh Gorrissen Federspiel Advokatpartnerselskab Axel Towers, Axel torv 2, 1609 Copenhagen V, Denmark Tel.: +45 33 41 41 35 Fax: +45 24 28 68 00 Email: sf@gorrissenfederspiel.com About Nordic Aviation Capital Nordic Aviation Capital is the leading regional aircraft lessor serving almost 70 airlines in approximately 45 countries. Its fleet of 475 aircraft includes ATR 42, ATR 72, De Havilland Dash 8, Mitsubishi CRJ900/1000, Airbus A220 and Embraer E-Jet family aircraft. On Dec. 17, 2021, Nordic Aviation Capital Pte. Ltd., NAC Aviation 17 Limited, NAC Aviation 20 Limited, and Nordic Aviation Capital A/S each filed petitions seeking relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va.). On Dec. 19, 2021, Nordic Aviation Capital Designated Activity Company and 112 affiliated companies also filed petitions seeking Chapter 11 relief. The lead case is In re Nordic Aviation Capital Designated Activity Company (Bankr. E.D. Va. Lead Case No. 21-33693). Judge Kevin R. Huennekens oversees the cases. The Debtors tapped Kirkland & Ellis and Kutak Rock, LLP as bankruptcy counsels and the law firms of Clifford Chance, LLP, William Fry, LLP and Gorrissen Federspiel as corporate counsels. N.M. Rothschild & Sons Limited, Ernst & Young, LLP and PricewaterhouseCoopers, LLP serve as the Debtors' financial advisor, restructuring advisor and tax advisor, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. OHIO VALLEY UNIVERSITY: Seeks Chapter 7 Bankruptcy Protection ------------------------------------------------------------- Zach Shrivers of WTAP reports that Ohio Valley University has filed for chapter 7 bankruptcy. The filing was done in United States Bankruptcy Court for the Northern District of West Virginia by the university's attorney, Martin Sheehan. A news release from Sheehan's office says secured creditors have rights to collateral, but any property not claimed by those creditors can be sold off to pay other debts. Court documents say the bankruptcy filing at least temporarily prevents most debt collectors from suing the university or taking other actions to recover their money or property. As part of a chapter 7 filing, a trustee has taken control over all of the university's property. He is named in court documents as Thomas Fluharty, of Clarksburg, West Virginia. Sheehan said in a phone interview that OVU is at least $15 million in total debt. He said it is unlikely that the school will ever return. OVU closed its doors to most students at the end of last 2021, just days before the West Virginia Higher Education Policy Commission decided to revoke its ability to confer degrees, effective June 30, 2022. Plans were made to help students complete their educations at other schools, but a handful were allowed to return for spring semester to complete their degrees. The news release says OVU currently has 16 students completing their degrees on campus. There is a meeting of creditors scheduled for April 13, 2022 at 11:30 a.m. The school's representative is required to be there for questioning. About Ohio Valley University Ohio Valley University is a private Christian college founded in 1958 and located between Parkersburg and Vienna in West Virginia. Ohio Valley University sought Chapter 7 bankruptcy protection (Bankr. N.D. W.Va. Case No. 22-00056) on Feb. 17, 2022. In the petition filed by university's attorney, Martin Sheehan, Ohio Valley University listed estimated liabilities of at least $15 million. Martin P. Sheehan, of Sheehan & Associates, PLLC, is the Debtor's counsel. OMNIA WELLNESS: Issues Going Concern Doubt ------------------------------------------ Omnia Wellness, Inc., disclosed in a recent regulatory filing that there is substantial doubt about the Company's ability to continue as a going concern. "The independent auditors' report accompanying our March 31, 2021, financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern," the Company said in its quarterly report on Form 10-Q for the three-month period ended December 31, 2021. "We have incurred continuous losses from operations, have an accumulated deficit of $(2,703,106) and had a working capital deficit of $(6,074,420) at December 31, 2021, and have reported negative cash flows from operations since inception," the Company disclosed. "In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. Our ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate." "Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by any of our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time." Omnia Wellness, Inc., through its wholly owned subsidiary Omnia Corp., develops and markets products for wellness and physical therapy markets, using patented dry-hydro therapy equipment that the Company plans to offer and sell in medical and fitness markets. At December 31, 2021, the Company had $2.3 million in total assets against $6.5 million in total liabilities. ORIGINCLEAR INC: Sells $894K Worth of Series Y Preferred Stock -------------------------------------------------------------- Between Jan. 7, 2022 and Feb. 16, 2022, Originclear, Inc. entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 9 shares of the Company's Series Y preferred stock for an aggregate purchase price of $894,200. The Company also issued an aggregate of 7,153,600 warrants to the investors. Between Jan. 20, 2022 and Jan. 25, 2022, the Company entered into exchange agreements with certain accredited investors pursuant to which the Company exchanged an aggregate of four shares of the Company's Series V preferred stock for an aggregate of four shares of the Company's Series Y preferred stock. In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. On Feb. 11, 2021, the Company filed a certificate of designation of Series Z Preferred Stock with the Secretary of State of Nevada. Pursuant to the Series Z COD, the Company designated 25 shares of preferred stock as Series Z. The Series Z has an original issue price of $10,000 per share. The Series Z holders will not be entitled to dividends or any voting rights except as may be required by applicable law. The Series Z will be convertible into common stock of the Company pursuant to the Series Z COD, provided that, the Series Z may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company's outstanding common stock (which amount may be increased up to 9.99% upon 61 days' written notice). About OriginClear Headquartered in Clearwater, Florida, OriginClear -- www.originclear.tech -- is a water technology company which has developed in-depth capabilities over its 14-year lifespan. Those technology capabilities have now been organized under the umbrella of OriginClear Tech Group. OriginClear reported net income of $13.26 million for the year ended Dec. 31, 2020, compared to a net loss of $27.47 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $2.11 million in total assets, $45.45 million in total liabilities, $9.36 million in commitments and contingencies, and a total shareholders' deficit of $52.70 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 21, 2021, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. P2 OAKLAND: Taps Donald Charles Schwartz as Special Counsel ----------------------------------------------------------- P2 Oakland CA, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ the Law Offices of Donald Charles Schwartz as its special counsel. The Debtor needs a special counsel to pursue its damage claims in a suit in Alameda County, Case No. RG21097970. The hourly rates of the firm's counsel and staff are as follows: Donald C. Schwartz, Esq. $350 Associate Attorney $125 Law Clerks $90 Paralegal $75 The firm received a pre-bankruptcy retainer of $12,500. Donald Schwartz, Esq., an attorney at the Law Offices of Donald Charles Schwartz, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Donald C. Schwartz, Esq. Law Offices of Donald Charles Schwartz 7960 Soquel Dr., Ste. 291 Aptos, CA 95003 Telephone: (831) 331-9909 Facsimile: (815) 301-6556 Email: donald@lawofficedonaldschwartz.com About P2 Oakland CA P2 Oakland CA, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 21-40717) on May 25, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Bruce Loughridge, manager, signed the petition. Judge William J. Lafferty oversees the case. The Debtor tapped the Law Offices of E. Vincent Wood as legal counsel and the Law Offices of Donald Charles Schwartz as special counsel. PG&E: Restores Preferreds Dividends After Ch.11 Proceedings Ended ----------------------------------------------------------------- Seeking Alpha reports that owners of PG&E Corp.'s (PCG) eight series of preferred stock finally got the news they've been waiting to hear since bankruptcy proceedings were concluded in 2020. On February 8, 2022, the Utility declared payment of all cumulative and unpaid dividends on the Utility's preferred stock as of January 31, 2022 totaling $59.1 million payable on May 13, 2022 to holders of record on April 29, 2022 and declared a dividend on the Utility's preferred stock totaling $3.5 million that will be accrued during the three-month period ending April 30, 2022 payable on May 15, 2022 to holders of record on April 29, 2022. To be eligible for the preferred dividend payment, a shareholder must have purchased the stock at least one trading day before the applicable record date." The preferred issues haven't paid dividends since November 2017, when they were suspended due to pending lawsuits for wildfires started by the company's equipment. They all are cumulative and qualify for the reduced tax rate of 15% to 20%. Why now? It may be related to the conclusion of a financing arrangement, or with the end of five-year federal criminal probation that had U.S. District Judge William Alsup scrutinizing its decisions and offering harsh criticisms of its safety policies. The preferreds survived the 2019 bankruptcy filing because they are senior to the common stock, and the common was retained and diluted, with 477 million new shares issued to help pay off $13.5 billion in fire claims. The common is not trading for as much as the settlement assumed, so fire victims are getting the raw end of the deal. Shareholders will receive 17 quarters of arrears plus the regular May payment. For the 6% Series A preferred (PCG.PA), the payment will be ($.0375 x 18)=$6.75. The stock jumped after the announcement, but still, selling around $31, the stripped shares after payment would offer a tempting 6.2% yield. The A, B, and C issues date back decades and, unusually, cannot be called, an advantage when interest rates decline. Modeling Assumptions Change Now the key question changes from when and whether the dividends will be resumed to how much will the shares be worth after the payment. In 2019, I set up a spreadsheet to model the value of the preferreds. The formula is explained in my first article on the subject. I had been using 5.5% as an estimate of what the shares will yield after resumption. I'm revising that to 5.7% as interest-rate projections have risen, causing many fixed-income investments including preferreds to decline. This is slightly higher than the current yield of 5.55% for Edison International's (EIX) 5.10% SCE Trust II (SCE.PL). Edison is the Southern California equivalent of PG&E and subject to the same state regulations, but with somewhat lower wildfire risk because there is less vegetation in the more arid Southland. As in previous incarnations of the spreadsheet, the best values are in the A and B series, which pay the highest dividends. The E series is also tempting. The low-yielding H and I series have a projected negative return. The B series was trading at $23.40 when I wrote about it in December 2019. If the post-payout price lands at the projected $30.42, that would be a 30% gain over 29 months. The opportunity is particularly good for tax-deferred accounts such as IRAs, since they won't take an immediate tax hit when the dividends are paid. There could be some arbitrage opportunities with buying and selling based on tax status as April 28 nears. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, faced extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility faced an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served as PG&E's legal counsel, Lazard as its investment banker and AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Morrison & Foerster LLP served as the Debtors' special regulatory counsel. Munger Tolles & Olson LLP also served as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PURDUE PHARMA: No New Opioid Claims Settlement Yet -------------------------------------------------- Geoff Mulvihill of Fox13 reports that OxyContin maker Purdue Pharma and a group of states have not been able to agree on a multibillion-dollar settlement of lawsuits over the drug's role in the opioid crisis after more than a month of mediation. A mediator could call for still more talks between the parties, Purdue lawyer Marshall Huebner said at a hearing Thursday, February 17, 2022, indicating there could be a call for further mediation. At the hearing, conducted by video conference from his White Plains, New York, courtroom, U.S. Bankruptcy Judge Robert Drain extended until March 3, 2022 legal protections for the company and its owners that had been set to expire Thursday to allow more time for a deal. "This case is too significant to too many people and governmental entities and other parties of interest to be making knee-jerk reactions in light of a process that is still unfolding," Drain said. Stamford, Connecticut-based Purdue and members of the Sackler family who own it have been cast as villains in the opioid overdose and addiction crisis that has claimed the lives of more than 500,000 Americans over the past two decades. While OxyContin is among the best-known prescription opioids, state, local and Native American governments have been suing — and in many cases, settling with — many other companies that make or distribute drugs over the toll of opioids. With lawsuits over Purdue's role mounting, the company filed for bankruptcy protection in 2019. Last 2021, lawyers for local governments and most states agreed to a deal to settle all the claims against the company. Members of the Sackler family would give up ownership of the company, which would become a new entity with profits dedicated to fighting the drug crisis. Family members would also contribute $4.5 billion in cash and charitable assets. In exchange, family members would also be shielded from civil lawsuits over the toll of opioids. Most attorneys general agreed to the deal, which would have required that most of the money be used to fight the opioid crisis, sent $750 million to individual victims or their survivors, and made public millions of company documents. But the attorneys general for eight states and the District of Columbia refused to sign on, contending the deal didn't do enough to hold the Sacklers accountable. And after the bankruptcy judge approved the deal, those holdouts prevailed on appeal, persuading another judge last December to reject the settlement by ruling that bankruptcy courts could not provide legal protections to parties not in bankruptcy if others objected. That ruling prompted a new round of mediation with hundreds of hours of meetings in person, by phone and Zoom, to try to reach a deal between the company and the holdout attorneys general representing California, Connecticut, Delaware, the District of Columbia, Maryland, Oregon, Rhode Island, Vermont and Washington state. In reports filed Jan. 31 and Feb. 8, 2022 the mediator, U.S. Bankruptcy Judge Shelley Chapman, said a deal including more money from Sackler family members was close. Drain gave the parties a deadline of Wednesday to reach an agreement. They didn't get there, at least not as of late morning Thursday, February 17, 2022. Huebner, the Purdue lawyer, told Drain that he expected Chapman to file a new report by Friday, February 18, 2022. Other parties have not commented. In the meantime, a group of seven Democratic U.S. senators this week sent a letter to the U.S. Department of Justice to call for criminal charges against Sackler family members to be considered. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. Purdue filed its Chapter 11 Plan on March 15, 2021. A 12th amended Chapter 11 plan was filed on Sept. 2, 2021, which was confirmed on Sept. 17. Purdue divides the claims against it into several categories, one of which it calls "PI Claims," consisting of claims "for alleged opioid-related personal injury." The plan provides for the creation of the "PI Trust," which will administer all PI Claims. The trust will be funded with an initial distribution of $300 million on the effective date of the Chapter 11 plan, followed by a distribution of $200 million in 2024, and distributions of $100 million in 2025 and 2026. In sum, "[t]he PI Trust will receive at least $700 million in value, and may receive an additional $50 million depending on the amount of proceeds received on account of certain of Purdue's insurance policies." The Plan further provides that Purdue's ability to recover from its insurers will be vested in a "Master Disbursement Trust." To the extent any proceeds are recovered from Purdue's insurers with respect to the PI Claims, up to $450 million of those proceeds will be channeled from the MDT to the PI Trust. However, the PI Trust will be funded regardless of whether anything is recovered from Purdue's insurers. Instead, "[d]istributions to the PI Trust are subject to prepayment on a rolling basis as insurance proceeds from certain of Purdue's insurance policies are received by the MDT and paid forward to the PI Trust." QUOTIENT LIMITED: Perceptive Advisors, et al. Report 15.8% Stake ---------------------------------------------------------------- Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 16,200,818 ordinary shares of Quotient Limited, representing 15.8 percent of the shares outstanding. The ownership percentages reported are based on 102,599,121 outstanding shares of common stock, as disclosed by the issuer in its Form 10-Q filed on Feb. 8, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1596946/000119312522042616/d275970dsc13ga.htm About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. Quotient Limited reported a net loss of $108.47 million for the year ended March 31, 2021, a net loss of $102.77 million for the year ended March 31, 2020, and a net loss of $105.38 million for the year ended March 31, 2019. As of Sept. 30, 2021, the Company had $249.60 million in total assets, $334.92 million in total liabilities, and a total shareholders' deficit of $85.33 million. REDWOOD EMPIRE: Wins Continued Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona has authorized Redwood Empire Lodging, LP to use cash collateral on an interim basis in accordance with the budget and provide adequate protection. The Debtor is authorized to use the cash collateral through and including (i) with respect to Pacific Premier Bank's cash collateral and the Best Western Plus hotel in Paige, Arizona, March 31, 2022 or such earlier date that PPB either forecloses on, obtains the appointment of a receiver over, or otherwise obtains control of, the Page Hotel, and (ii) with respect to Cash Collateral of the lenders other than PPB, March 31, 2022. During the period, the Debtor is permitted to use cash collateral to pay postpetition expenses only in the amounts, and only for the purposes, specified in the budgets, subject to a 10% allowed line-item variance. The Court ruled that the Debtor will not make any payment to any professional employed under Bankruptcy Code section 327 before interim or final (as applicable) approval of such professional's application for payment of such fees and costs. The Debtor, however, may pay any fees owed to the Office of the United States Trustee, without regard to any amount set forth in the Operating Budgets. In addition to the replacement liens granted to the Debtor's Lenders under the previous Interim Cash Collateral Orders entered by the Court, the Lenders are granted as adequate protection, valid and perfected security interests in the Debtor's postpetition assets of the same type and to the same extent and priority (if any) as existed prior to the Petition Date. During the pendency of the Interim Order, the Debtor will maintain insurance on the Lenders' physical collateral and will provide proof of insurance to its secured creditors in addition to what the Debtor provided on June 25, 2021, promptly following a written request. The Debtor will segregate all proceeds from each of the Hotels in separate operating accounts and will not commingle funds in the Savings Account with the operating accounts as provided in the Order (I) Authorizing, But Not Directing (A) Continued Use of Debtor's Cash Management System, And (B) Continued Use of Debtor's Existing Bank Accounts, And (II) Granting Related Relief. With respect to the cash collateral relating to the Page Hotel, the Debtor will maintain at all times a minimum aggregate balance of the Page Hotel's bank accounts of $116,000, and any funds needed to pay for expenses of the Page Hotel that would otherwise cause the aggregate balance to fall below $116,000 will be funded from the Debtor's "savings account" consisting of funds that are not cash collateral of any secured creditor in the Bankruptcy Case. If the aggregate balance of the Page Hotel's bank accounts at any time falls below $116,000, the Debtor will cause funds to be deposited into such bank accounts to replenish such accounts to at least $116,000. These events constitute an "Event of Default:" a. The Debtor will be in breach of its agreements or undertakings, provided that with respect to any report that any Lender claims has not been provided, the Lender will provide written notice to the Debtor relating to such report and the Debtor will have two business days to cure; b. The Debtor will furnish or knowingly make any false, inaccurate, or incomplete representation, warranty, certificate, report or summary in connection with or under the Order; c. The appointment of a trustee in the Debtor's Bankruptcy Case; d. The dismissal of the Debtor's Bankruptcy Case; e. Except as permitted, the use of Cash Collateral under Bankruptcy Code section 363(c) without the Lenders' prior written consent; f. Best Western International, Inc. or any of its affiliates obtains a final order granting relief from the automatic stay applicable under Bankruptcy Code section 362 in the Debtor's Bankruptcy Case to exercise any of their rights under or terminate the membership agreements between Best Western and the Debtor (and then cash collateral will cease as to the affected Hotel); g. Any person or entity obtains a final order granting relief from the automatic stay with respect to the Lenders' collateral (and then cash collateral will cease as to the affected Hotel); h. A further interim order approving the Debtor's use of cash collateral is not entered by the Court on or the expiration of the Second Interim Period; i. The Debtor's Bankruptcy Case is converted to a case under Chapter 7 of the Bankruptcy Code; j. The Debtor will sell either of its Hotels without either (i) the applicable secured creditor's written consent (and in its sole and absolute discretion), or (ii) Court order after notice and a hearing; k. The Debtor's filing of a motion to abandon its interest in either of the Hotels; l. The Debtor's failure to maintain insurance in amounts and types as may be required under applicable loan and security documents, subject to 10 business days' written notice and opportunity to cure; or m. The Debtor's failure to cause all applicable sales and bed taxes to be paid on or before their due dates, or the Debtor's failure to provide the Lenders with evidence thereof subject to five business days written notice from the Lender and opportunity to cure. The Court has not determined if or to what extent the Lenders hold valid security interests in the cash collateral or any other collateral. In this regard, the Debtor fully reserves all of its rights to challenge any of the security interests that may be asserted by the Lenders, and the Lenders fully reserve all of their rights to assert alleged claims and liens in the cash collateral (and any other property). The Debtor has confirmed the authenticity of Pacific Premier's, Poppy's, and S&K's loan documents, which confirmation will be binding on the Debtor. The next hearing on the matter is scheduled for March 8 at 10 a.m. A copy of the order is available at https://bit.ly/3hfopiZ from PacerMonitor.com. About Redwood Empire Lodging, LP Redwood Empire Lodging, LP owns and operates two hotels: the Best Western Plus located at 208 N Lake Powell Boulevard, Page, Arizona 86040, and the Best Western Sonoma Winegrower's Inn, located at 6500 Redwood Drive, Rohnert Park, California 94928. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04678) on June 16, 2021. In the petition signed by Debra Heckert, member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. is assigned to the case. Isaac M. Gabriel, Esq., at Quarles & Brady LLP is the Debtor's counsel. RESHAPE LIFESCIENCES: Armistice, Steven Boyd Own 9.99% Equity Stake ------------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 1,973,807 shares of common stock of ReShape Lifesciences Inc., representing 9.99 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1427570/000119312522042417/d318486dsc13ga.htm About ReShape Lifesciences ReShape Lifesciences (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. Obalon Therapeutics reported a net loss of $12.33 million for the year ended Dec. 31, 2020, a net loss of $23.67 million for the year ended Dec. 31, 2019, and a net loss of $37.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $90.70 million in total assets, $11.48 million in total liabilities, and $79.22 million in total stockholders' equity. REWALK ROBOTICS: Armistice, Steven Boyd Hold 4.1% Ordinary Shares ----------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 2,650,800 ordinary shares, par value NIS 0.25, of ReWalk Robotics Ltd., representing 4.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1607962/000119312522042437/d312368dsc13ga.htm About ReWalk Robotics ReWalk Robotics Ltd. -- http://www.rewalk.com/-- develops, manufactures, and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk's mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. ReWalk Robotics reported a net loss of $12.98 million for the year ended Dec. 31, 2020, a net loss of $15.55 million for the year ended Dec. 31, 2019, a net loss of $21.67 million for the year ended Dec. 31, 2018, and a net loss of $24.72 million for the year ended Dec. 31, 2017. As of Sept. 30, 2021, the Company had $98.72 million in total assets, $5.72 million in total liabilities, and $92.99 million in total shareholders' equity. REYTECH SERVICES: Seeks Cash Collateral Access Thru March 10 ------------------------------------------------------------ Reytech Services, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas for authority to use cash collateral in accordance with the budget and provide adequate protection, through March 10, 2022. The Debtor requires the use of cash collateral to continue to operate its business and to satisfy its payroll and other direct operating expenses. In 2017, Philadelphia Indemnity Insurance Company sued Reytech Services, LLC on an indemnity claim for a project that was performed by PC Contractors, LLC. Reytech strongly disputed Philadelphia's claim, resulting in significant litigation over the past few years. However, eventually a judgment of approximately $2.2 million dollars was awarded against Reytech as a guarantor of $2.2 million dollars debt. In September 2021, Philadelphia seized Reytech's operating account held at First Bank Texas of Baird by a garnishment action in case number 4:21-CV-01097-P, in the Northern District of Texas. It is believed Philadelphia and FBT are holding approximately $535,000 of Reytech's operating cash. During the garnishment action, Philadelphia would agree to release the garnishment on the condition that the seized funds would be turned over to the control of FCCI. It is unclear the reasons for why Philadelphia would agree to a release of the funds, but it appears that both companies are re-insured by the same Tokio Marine American Insurance Company. Shortly before the administrative freeze of the Funds, Reytech received deposits of $263,885 on September 1, 2021, from RCS-Builders First Source Terrell and $224,370 on September 3, 2021, from City of Weatherford Annual Paving. Neither of these projects were subject to FCCI's bonds and are, instead, construction trust funds owed to employees and downstream subcontractors and vendors. Reytech filed the petition in an effort to dissolve the garnishment, get a return its operating cash, and preserve the going concern value of its business. The Debtor does not believe there existed any perfected security interest in any of the Debtor's cash or deposit accounts as of the Petition Date. The Funds are arguable earmarked for specific expenses and are construction trust funds, and therefore do not constitute property of the estate. Consequently, there are no known interests in cash collateral existing as of the Petition Date. Nevertheless, several creditors have filed UCC-1s asserting interests in accounts receivable and proceeds thereof, which may result in future cash collateral upon collection of receivables existing as of the Petition Date. These creditors are Wells Fargo Bank, N.A, Philadelphia Indemnity Insurance Company, and FCCI Insurance Company. The Debtor also seeks to grant adequate protection through the issuance of a replacement lien in favor of the Listed Creditors on postpetition accounts receivable and proceeds thereof (a) to the extent ofthe value of each of their security interest in the Prepetition Collateral, and (b) in the same order of priority as presently existing in the Prepetition Collateral, for any diminution in value of their individual security interests in the Prepetition Collateral as of the Petition Date as a result of the use of Cash Collateral and the imposition of the automatic stay. A copy of the motion is available at https://bit.ly/3BHurCB from PacerMonitor.com. About Reytech Services, LLC Reytech Services, LLC operates a utilities construction company in Grand Prairie servicing the greater north Texas and surrounding communities. The Debtor's primary business comes from public and municipal construction projects. Performance of these projects required surety bonds. The Debtor currently has five ongoing project which are bonded by FCCI Insurance Company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40334) on February 17, 2022. In the petition signed by Doug Patterson, company owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Clayton L. Everett, Esq. at Norred Law, PLLC is the Debtor's counsel. FCCI Insurance Company, as creditor, is represented by: Robert M. Fitzgerald, Esq. Law Offices of Robert M. Fitzgerald, PC 1219 FM 314 Van, TX 75790 Email: rfitzgerald@rmflaw.net - and - Mike F. Pipkin, Esq. Weinstein Radcliff Pipkin LLP 8350 N. Central Expwy. Suite 1550 Dallas, TX 75206 Email: mpipkin@weinrad.com RIMROCK MALL: Avoids Bankruptcy With Management Change ------------------------------------------------------ Rob Rogers of Billings Gazette reports that Rimrock Mall is under new management after Starwood Capital, the mall's previous owner, worked out a deal with its bank to transfer ownership and avoid foreclosure. Wells Fargo Commercial Mortgage Trust held Starwood's loan, which was at $72.7 million when the two reached a deal last fall, according to a report in Commercial Real Estate Direct. In 2020, Rimrock Mall was valued at $50 million. Starwood purchased the mall in 2013 for $112 million. Under the new deal, Starwood agreed to hand over the deed to Wells Fargo, saving Starwood from having to declare bankruptcy, a practice known as a deed-in-lieu of foreclosure transfer. The loan is now with Rialto Capital Advisors, according to Commercial Real Estate Direct. Taking over management of the Billings mall is Jones Lang LaSalle, Inc., or JLL, a commercial real estate services company based in Chicago. JLL is currently listing space at the mall for lease. Starwood, also based in Chicago, purchased Rimrock Mall in 2013 and almost immediately worked to distance itself from the traditional mall concept and move closer to becoming a mixed-use retail center that included community space, entertainment, activities and hospitality. Most notably, Rimrock courted Magic City Gymnastics in 2018 to open a studio at the mall after Billings City Council denied the gymnastics group permission to build a location south of a neighborhood on Shiloh Road. And Freefall Brewery build a brew pub at the mall. Still, it wasn't enough. By the end of 2018, Herberger's department store, one of the mall's anchors, had pulled out after its parent company declared bankruptcy. Just over a year later, the COVID-19 pandemic hit. Rent at the mall declined 10% with Herberger's departure, Commercial Real Estate Direct reported. At the same time, expenses, including real estate taxes increased. Those factors resulted in a 23% drop in net cash flow for the mall. In 2017, Rimrock's net cash flow was $5.46 million. By 2019 it had dropped to $4.28 million, according to Commercial Real Estate Direct. The drop continued as the pandemic reached full swing in 2020. By that point, the mall was only pulling in $2.69 million, which was 40% short of what was needed to service the loan, according to Commercial Real Estate Direct. In Midtown Billings, the West Park Promenade at 1700 West and Grand Avenue has been thriving again with the recent opening of the Town and Country grocery store. The former West Park Plaza Mall on that lot was mostly torn down beginning in 2013, with the mall subdividing into separate businesses all with street-side entrances. Starwood Capital is a private investment firm based in Miami Beach, Florida. RIVERA FAMILY: March 17 Hearing on Plan & Disclosures ----------------------------------------------------- Judge Catherine J. Furay has entered an order conditionally approving the Disclosure Statement of Rivera Family Holdings, LLC. The final hearing on approval of the Disclosure Statement and confirmation of the Plan will be held on March 17, 2022 at 1:15 p.m., at the U.S. Bankruptcy Court, Western District of Wisconsin 120 North Henry Street, Room 350 Madison, Wisconsin 537032559. Objections to final approval of the Disclosure Statement and/or confirmation of the Plan must be filed and served no later than March 10, 2022, at 4:00 p.m. March 10, 2022 is fixed as the last day for filing written acceptances or rejections of the Plan. About Rivera Family Holdings Rivera Family Holdings, LLC, a privately-held company in Onalaska, Wis., filed a petition for Chapter 11 protection (Bankr. W.D. Wis. Case No. 21-12062) on Oct. 6, 2021, listing as much as $10 million in both assets and liabilities. Lynnae Rivera, authorized representative, signed the petition. Judge Catherine J. Furay presides over the case. Galen W. Pittman, Esq., at Pittman & Pittman Law Offices, LLC and TAP Consulting, LLC, serve as the Debtor's legal counsel and accountant, respectively. RIVERVIEW APARTMENTS: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Riverview Apartments, LLC 1039 Third Street Kenner, LA 70062 Business Description: The Debtor is an apartment building operator. Chapter 11 Petition Date: February 23, 2022 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 22-10176 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Frederick L. Bunol, Esq. THE DERBES LAW FIRM, LLC 3027 Ridgelake Drive Metairie, LA 70002 Tel: (504) 837-1230 Fax: (504) 832-0327 E-mail: fbunol@derbeslaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joshua L. Bruno as authorized member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SG5UBGA/Riverview_Apartments_LLC__laebke-22-10176__0001.0.pdf?mcid=tGE4TAMA RYMAN HOSPITALITY: S&P Alters Outlook to Pos., Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Ryman Hospitality Properties Inc. to positive from negative and affirmed all of its ratings, including its 'B-' issuer credit rating. S&P said, "The positive outlook reflects our expectation that a recovery in the volume of group travel at Ryman's properties could reduce its S&P Global Ratings-adjusted debt to EBITDA below our 7x upgrade threshold in 2022. "The positive outlook reflects our view that a recovery in group travel in 2022 could improve the company's RevPAR and lead its leverage to decline below our 7x upgrade threshold this year. Although the spread of the omicron variant likely slowed the recovery in Ryman's RevPAR in January and February, because of the significant cancellations by corporations and associations, we assume the company's RevPAR could rise to 5%-15% below its 2019 levels this year if the recovery in group travel resumes over the coming months. Additionally, we expect that Ryman's pro forma entertainment segment revenue could increase by about 50%-60% in 2022 as it annualizes its pre-vaccine periods and integrates Block21. We also expect the company to expand its EBITDA margin by over 700 basis points (bps) in 2022, though remaining modestly below its 2019 levels, as the expected recovery in its RevPAR is modestly offset by labor costs pressures. Therefore, we expect that Ryman's S&P Global Ratings-adjusted leverage could improve below 7x in 2022." Strong leisure travel volume at the company's Gaylord-branded properties in summer 2021, in addition to a hotel segment average daily rate (ADR) that was 15% higher than during the same period in 2019, drove a sequential recovery in its RevPAR in the third quarter of 2021 and supported substantial cash flow generation. In addition, despite the widely reported setback in U.S. full service upper upscale and luxury occupancy due to the omicron variant so far in February 2022, the operator of Ryman's Gaylord-branded hotels, Marriott International Inc., recently reported that business transient and group bookings are starting to recover. This could contribute to an improvement in the company's midweek demand and support a more well-rounded recovery in its RevPAR as some companies implement their return-to-office plans and conference season begins in spring 2022. Despite S&P's expectation for an improvement in Ryman's revenue and EBITDA, it could delay--or refrain from undertaking--an upgrade if: -- The expected recovery in the company's leverage fails to materialize because of the ongoing spread of COVID-19 variants, which delays the recovery in business transient and group demand, particularly among large corporate and group customers; -- It faces ADR competition, particularly if travel in the U.S. normalizes and shifts away from the sunbelt region over the coming quarters; or -- Currently unannounced acquisitions or development projects increase its leverage. S&P said, "Due to its asset quality, we believe Ryman has the flexibility to issue equity, raise incremental debt, and--although less likely--sell assets. In May 2021, the company implemented an at-the-market equity distribution agreement that allows it to issue and sell up to 4 million shares (around $375 million at the current share price). Through the end of the third quarter of 2021, Ryman had not issued any shares under this facility. However, we believe that the company could issue equity to add liquidity or repay debt if group travel recovers at a slower pace than we currently anticipate. Additionally, as a hotel owner Ryman could raise cash through asset sales, though there would likely be a limited pool of buyers for its large group-oriented hotels even amid good economic circumstances. Specifically, we believe the company could sell one of its Gaylord-branded properties or one of the assets in its entertainment segment if it needed to raise liquidity." Once group travel recovers, Ryman will be well-positioned because of its asset quality, though it will also likely face a very competitive market. The company owns high-quality properties that target groups and convention customers. The growth in the demand for this type of lodging had been outpacing the expansion in supply prior to the pandemic, which allowed Ryman to increase its total RevPAR at a faster rate than the industry average. In addition, the customers for these properties typically book far in advance, which provides the company with good revenue visibility under normal economic conditions. If the group travel market becomes highly competitive, hotels in Las Vegas, for example, may be able to offer lower daily rates than Ryman due to their ability to generate significant gaming revenue. Additionally, the company has limited asset diversity because it derives the majority of its revenue from its five Gaylord-branded properties. The cyclicality of the lodging space and the earnings volatility associated with its owned-hotel portfolio also increase the potential for a decline in its cash flow under adverse market conditions. Furthermore, Ryman occasionally makes significant capital investments in its properties that increase its leverage. S&P said, "The positive outlook reflects our expectation that a recovery in group travel to Ryman's properties could reduce its S&P Global Ratings-adjusted debt to EBITDA below our 7x upgrade threshold in 2022. "We could raise our ratings on Ryman over the next year if the recover in group travel improves its RevPAR and we believe it will sustain leverage of less than 7x. "We could revise our outlook on Ryman to stable if the recovery in group travel is slower than we currently anticipate and we expect it will maintain leverage of greater than 7x. Additionally, we could lower our ratings if we no longer believe the company will generate sufficient cash flow to sustain its capital structure." ESG credit indicators: E-2 S-4 G-2 S&P said, "Social factors are a negative consideration in our credit rating analysis of Ryman, which is reflected in the unprecedented decline in its group-focused lodging business and total RevPAR due to the pandemic that we believe will be slow to recover. The company is also acutely affected because its hotel ownership business model entails high operating leverage. Although this was an extreme disruption not likely to recur frequently, we do not expect Ryman's total RevPAR to recover to 2019 levels until at least 2023. Additionally, the remains some risk around regional health concerns and uncertainty about the possibility for permanent disruptions to group and business travel." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Social - Health and safety SABRE CORP: S&P Affirms 'B' Issuer Credit Rating, Outlook Negative ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on global distribution system (GDS) provider Sabre Corp.. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed $500 million senior secured term loan which is being issued by Sabre GLBL, Inc. The negative outlook reflects the risk that a delayed recovery in travel could cause Sabre to consume significant cash flows and cause its leverage to be elevated beyond its expectations through 2023. The ratings affirmation reflects S&P's view that Sabre has sufficient liquidity to benefit from the recovery in travel volumes through 2022 and 2023 such that it minimizes cash burn in 2022 and reduces leverage to under 7x in 2023. Sabre continues to benefit from a solid business position as the second largest GDS provider globally. Global travel recovery is underway but international and corporate travel exposure will likely slow the recovery for Sabre Sabre's businesses primarily employ a transaction-based business model that makes it vulnerable to a reduction in travel volumes, particularly from higher-margin corporate and international travel, each of which comprised close to half of the company's pre-pandemic travel mix, but have declined the steepest and recovered the slowest since the pandemic began. S&P believes the recovery in global travel is under way since mid to late 2021, albeit it has and will likely continue to face convulsions stemming from virus variants. Recovery for Sabre will lag overall recovery in travel due to its exposure to international travel and business travel, both of which are poised for a recovery but have not yet recovered to a significant scale compared with 2019 levels. As a result, Sabre faced substantial EBITDA and cash flow losses in 2020 and 2021. Sabre is poised for a recovery in travel, although downside risks could pose additional delays. S&P said, "Our base-case scenario contemplates significant pent-up demand for travel to materially increase bookings in 2022 with further increases in subsequent years. We expect international and corporate travel to resume, albeit at a somewhat lower level as companies assess risks to employee safety and remain well below the full extent of pre-COVID-19 volumes over the next few years." A percentage of business travel volume could be permanently lost if companies believe videoconferencing, which increased during the pandemic, is an effective substitute. Sabre's fourth-quarter 2021 bookings were up 119% compared with the previous year. Although January 2022 bookings were off to a slow start due to the Omicron variant, February month-to-date global GDS bookings were trending in line with November 2021 levels, which were the best since the onset of COVID-19. S&P said, "We expect Sabre's revenues to be about 30% below those of 2019 through 2022, improving to about 15% in 2023. Notwithstanding, we recognize that complications related to new variants, and resulting government travel restrictions could create additional convulsions and slow overall travel recovery prospects." Sabre's 2022 leverage will remain elevated with negative cash flows before improving to levels consistent with its 'B' rated peers. Overall low travel volumes in 2022 compared with 2019 and a slow start to the year will likely translate into modest overall EBITDA generation for the year and negative cash flows. Furthermore, Sabre expects to make approximately $50 million in tech transformation investments related to transition to Google Cloud and about $50 million in selling, general, and administrative (SG&A) investments, about $30 million of which will become a permanent part of its cost structure to improve business systems, cybersecurity, and pay retention bonuses to employees. As a result, we expect Sabre will generate about $110 million in S&P Global Rated-adjusted EBITDA in 2022 and free operating cash flow (FOCF) deficits of about $75 million. Continued recovery in travel in 2023 should help the company improve its financial performance generating over $230 million of FOCF and S&P Global Ratings-adjusted leverage declining to about 7.0x. Sabre has sufficient near-term liquidity As of Dec. 31, 2021, Sabre had almost $1 billion in cash to support its liquidity. The company terminated its revolving credit facility in 2024. Despite some one-time investments, S&P expects the recovery in overall travel to help reduce the company's cash burn in 2022 to about $94 million from about $444 million in 2021. Furthermore, the company expects to receive about $393 million from the sale of its Air Center business, which should offset its cash burn as well as the acquisition of stock in American Express Global Business Travel (Amex GBT), should its special-purpose acquisition company (SPAC) transition come to pass. The proposed term loan will help extend a portion of its 2024 debt maturities. The company's proposed $500 million in incremental term loan B, will help extend its maturity to 2028 and pay down an equivalent amount of its $1.8 nillion of term loan B due 2024. Furthermore, S&P expects the company will look to opportunistically convert its $330 million convertible debt to equity, which could further reduce debt although our leverage metrics do not incorporate conversion of any of its convertible notes to equity. Our leverage computation starting year-end 2022 treats the company's mandatory convertible preferred stock as equity because it matures in 2023. Sabre is the second-largest global GDS provider in a competitive market with significant barriers to entry. Sabre has good geographic diversity and significant market share within its travel network segment, with 40.9% of global air bookings share in 2020. Even though its business has been significantly hurt by the COVID-19 pandemic, we believe GDS providers have positive long-term growth prospects as airlines and hotels continue to increase capacity, and reservations become more complex, with greater customization. S&P believes this long-term trend will drive demand for GDS services as airlines and hotels do not have the budget for system investments and depend on GDS companies to stay ahead of consumer demands. Although there are only three major players in the global GDS business, the segment is highly competitive. Some of Sabre's customers (e.g., commercial airlines) have exerted pressure on fees and push for alternative distribution platforms such as their own websites. Therefore, the company has limited ability to implement significant price increases. While the pandemic has caused an unprecedented decline in global travel due to health and safety concerns, GDS companies have historically performed well compared with the overall market in an economic downturn. Sabre receives a fixed fee per reservation, and both airlines and hotels generally decrease their prices to stimulate demand during a downturn. Its revenue growth depends on carriers increasing capacity, cross-selling additional services, or increasing market share to raise revenue because benefits from price increases are not significant. The negative outlook reflects the risk that a delayed recovery in travel could cause Sabre to consume significant cash flows and cause its leverage to be elevated beyond our expectations through 2023. S&P said, "We could lower our rating on Sabre to 'B-' if air traffic volume recovery is slower than our expectations, causing the company to burn cash and erode its liquidity. In this scenario, we would expect leverage to remain elevated above 8x for a prolonged period and its cash balance to fall below $750 million. "We could revise our outlook on Sabre to stable once we are more certain the company will lower its S&P Global Ratings-adjusted leverage below 8x and consistently generate positive FOCF, with FOCF to debt approaching 5% within a 12-month timeframe." ESG credit indicators: E-2, S-4, G-2 Social factors are a negative consideration in S&P's credit rating analysis of Sabre. It has faced significant health- and safety- related challenges stemming from the pandemic as travel declined significantly. The recovery of airline ticket sales and revenues will depend not only on a return of leisure travel but also corporate and international travel, which are recovering at a slower pace. SABRE GLBL: Moody's Gives Ba3 Rating on New Secured Term Loan B --------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed senior secured term loan B to be issued by Sabre GLBL Inc., a wholly-owned subsidiary of Sabre Holdings Corporation (Sabre). All other ratings, including Sabre's Ba3 corporate family rating, and the negative outlook are unchanged. RATINGS RATIONALE Net proceeds from the new term loan B will be used to refinance a portion of the company's existing $1.8 billion senior secured term loan B due February 2024. The refinancing is leverage neutral and favorably extends a portion of Sabre's nearest term debt maturities. Assignments: Issuer: Sabre GLBL Inc. New Senior Secured Term Loan B, Assigned Ba3 (LGD3) Sabre's Ba3 CFR is supported by the company's asset-lite business model and good operating scale as the #2 provider of Global Distribution System (GDS) services globally with a preponderance of transaction-based revenue. Moody's expects that Sabre will continue to navigate through the remaining challenges of the pandemic despite pressure on revenues and profit margins caused by the still ongoing government travel restrictions globally and limited corporate travel demand compared to historical levels. Sabre's revenues continue to increase over prior year periods supported by the ongoing recovery in travel demand following the near shutdown in global air travel in 2Q20 as a result of the pandemic. Sabre's revenues totaled $501 million in 4Q21 (or 53% of 4Q19 pre-pandemic level) compared to revenues of $314 million in 4Q20 (or 33% of 4Q19's level) driven primarily by a 121% increase in air bookings. Over the next year, Moody's expects growing travel volumes will further increase revenues from bookings, passengers boarded, and central reservation system transactions, but the overall revenue mix for Sabre will remain skewed towards US domestic leisure bookings which generate lower than average unit revenue and profit compared to non-domestic and business travel. Although improved compared to last year, higher margin international and business travel demand will lag in the overall recovery. The US further opened up international air travel for most fully vaccinated visitors in early November 2021 resulting in a doubling of bookings into and out of the US. Moody's expects Sabre's revenues will continue to increase over the next year as additional US and international government restrictions on travel are lifted. Although Sabre's top line will remain below 2019 levels through 2022, significant cost reductions and close management of growth investments and IT spend has helped to preserve liquidity. Sabre has reduced its monthly cash burn rate to an average ($10 million) in 4Q21 from the ($60 million) range at the beginning of 2021, and Moody's estimates that the ongoing recovery in bookings will lead to breakeven adjusted free cash flow in the second half of 2022 followed by adjusted EBITDA margins approaching 2019 levels by 2024. In October 2021, Sabre announced plans to sell AirCentre (the company's airline operations business) to CAE Inc. for $392.5 million in cash (10x -- 11x multiple of estimated EBITDA for 2021). Net proceeds will be used for general corporate purposes including debt repayment. Moody's views this transaction as strategically sound given the sale allows Sabre to increase its focus on core GDS and growing retail businesses in addition to providing significant additional liquidity. The transaction requires regulatory approvals and is expected to close in early 2022. In November 2021, Sabre also disclosed the loss of Expedia's domestic GDS business, as a result of Expedia choosing to consolidate its business with a competing GDS provider, which will eliminate the source of an estimated $55 million to $70 million of bookings in 2020, but only $15 million to $20 million of reported EBITDA given the lower margins tied to US domestic leisure bookings. Recent wins, including certain agencies consolidating business with Sabre in the second half of 2021, will help offset this loss, and Sabre retains the higher margin international business with Expedia. Sabre is committed to disciplined financial policies as evidenced by the pending sale of AirCentre as well as prior debt and equity raises. Moody's expects Sabre will continue to reduce debt balances as travel demand further rebounds and adjusted EBITDA approaches pre-pandemic levels. In May 2021, Moody's revised its outlook on the Global Airlines sector to positive from negative reflecting Moody's expectation of widespread increases in air travel starting in the second half of 2021 and accelerating through 2022. Moody's continues to expect the positive demand trend will continue into 2023 as increasing coronavirus vaccinations around the globe will allow governments to lower barriers to entry for visitors. Prior to the increase in leverage arising from cloud migration and growth investments in 2019, Sabre had demonstrated a track record for maintaining adjusted debt to EBITDA at 4x or better since 2015 with adjusted free cash flow to debt in the mid-single digit percentage range. To preserve liquidity during the pandemic, Sabre has been prudent and suspended quarterly dividends and share repurchases since the beginning of 2020. The company also raised just under $600 million of cash proceeds from the issuances of mandatory convertible preferred stock and common stock in August 2020 to enhance liquidity. Sabre is publicly traded with its four largest shareholders, Blackrock, Vanguard, Fundsmith, and Invesco, each owning roughly 6% - 9% of common shares followed by other investment management companies holding 5% or less. Good governance is supported by a board of directors with 10 of the company's 11 board seats being held by independent directors. Moody's expects Sabre will maintain at least adequate liquidity over the next year given $978 million of unrestricted cash balances as of December 2021 is more than enough to cover reduced cash burn of ($30 million) in 4Q2021 or an average cash burn of ($10 million) per month. Moody's expects Sabre will reach breakeven free cash flow in the second half of 2022, and more than $375 million in net proceeds will be added to cash balances from the sale of AirCentre within the next couple of months. With over $1 billion of unrestricted cash following the sale of AirCentre, Sabre could be in a position to apply a portion of excess cash to debt repayment by the end of 2022. The company has historically maintained a large share of cash at its overseas subsidiaries to support its large geographic footprint of operations, with roughly $150 million needed globally. Sabre suspended common dividends which eliminated a $154 million annual cash outflow with another $70 million preserved by suspending share buybacks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The negative outlook reflects remaining uncertainty regarding the timing for the eventual recovery in global consumer and business demand for air travel related services which will take longer to fully recover than demand for local or regional travel that does not require air travel. Until government mandated travel restrictions on travel across most global regions are lifted, air travel demand will improve gradually but remain constrained particularly for higher margin international bookings. Ratings could be upgraded if Sabre returns to good earnings growth with operating profits becoming more diversified. Debt to EBITDA (Moody's adjusted) would need to be sustained below 4x with high single digit percentage adjusted free cash flow to debt. Moody's could downgrade Sabre's ratings if customer losses, pricing erosion, or a resurgence of coronavirus cases cause Moody's to believe that adjusted debt to EBITDA will exceed 4.75x despite a recovery in travel demand or adjusted free cash flow to debt will deteriorate to the low single digit percentage range on a sustained basis. Ratings could also come under pressure if Moody's expects that liquidity will be strained because of a longer than expected downturn in the travel industry, Sabre funds distributions or acquisitions prior to Moody's being assured of a long term rebound in travel demand, or if outcomes in pre-pandemic legal proceedings have a meaningful financial impact or increase Sabre's business risk. Based in Southlake, TX, Sabre Holdings Corporation's business is organized in two segments: the Travel Solutions segment includes revenues from GDS services (a software-based passenger reservation system) as well as from commercial and operations offerings to the airline industry; and the Hospitality Solutions segment includes distribution, operations, and marketing offerings for the hotel industry. The principal methodology used in this rating was Business and Consumer Services published in November 2021. SEANERGY MARITIME: Regains Compliance With Nasdaq Bid Price Rule ---------------------------------------------------------------- The Nasdaq Stock Market has confirmed that Seanergy Maritime Holdings Corp. has regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company's common stock and the matter is now closed. 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. STORABLE INC: Incremental Term Loan No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service says Storable, Inc.'s new incremental term loan issuance will not impact the B3 corporate family rating, B2/Caa2 senior secured bank credit facility rating or stable outlook at this time. Storable announced on February 22, 2022 an issuance of new incremental term loan facilities consisting of a $130 million add-on 7-year first lien term loan and a $30 million add-on 8-year private second lien term loan. Proceeds from the transaction will be used to fund a distribution to equity holders. Storable's pro-forma leverage is expected to increase above 7x on a net debt to EBITDA basis (incorporating Moody's standard adjustments). Pro-forma for the transaction, Storable will have approximately $10 million in unrestricted cash on hand and full availability on its revolving credit facility. Moody's rating is supported by the company's healthy profitability margins and free cash flow generation, driven by its strong subscription business and customer retention rates. Despite the increase in leverage, Storable's strong cash flows, top-line growth, and operating performance will help restore leverage on a net debt to EBITDA basis, bringing it to levels in line with expectations at the close of the leveraged buyout transaction in 2021. Longer-term, any additional and/or recurring shareholder prioritized initiatives that could constrain deleveraging efforts will erode the cushion in the current ratings and could lead to downward ratings movement. Storable, Inc., headquartered in Austin, Texas is a privately held company that provides integrated technology and software solutions to property owners and managers in the self-storage commercial real estate sector. STORABLE INC: S&P Affirms 'B-' ICR on Debt-Funded Dividend ---------------------------------------------------------- S&P Global Ratings affirmed all its ratings on Storable Inc., including the 'B-' issuer credit rating, the 'B' issue rating on the first-lien credit facility, and the 'CCC' issue rating on the second-lien credit facility. The recovery rating on the first-lien debt remains '2' and the recovery rating on the second-lien debt remains '6'. The stable outlook reflects S&P's expectation that the company will continue to benefit from industry tailwinds and demonstrate solid operating performance with adjusted leverage remaining above 9x and about $35 million in reported free operating cash flow. Storable, an Austin, Texas-based provider of integrated technology solutions to the self-storage industry, intends to issue $160 million of incremental term loan and use $6 million of balance sheet cash to fund a $160 million dividend to shareholders and the associated transaction fees and expenses. S&P Global Ratings-adjusted leverage will rise to the mid-9x area pro forma for the transaction, from the mid-7x area at year-end 2021. S&P said, "We expect Storable will generate healthy cash flow for the 'B-' rating threshold; however, we forecast adjusted leverage will remain elevated above 7x in 2022 and 2023. Storable's market leadership, above-average profit margins, and minimal working capital and capital expenditure requirements should support annual free operating cash flow (FOCF) generation of at least 5% of adjusted gross debt over our forecast period. That said, ratings upside is limited by its high financial leverage risk tolerance. Pro forma for the transaction we forecast S&P Global Ratings-adjusted leverage will rise to the mid-9x area from the mid-7x area as of the last-12-months ended Dec. 31, 2021. Over the next two years, we expect leverage will gradually decline, but remain above 7x, as industry tailwinds moderate and the company implements its discretionary operational investments to rationalize platforms and improve its sales organization. "Storable's financial sponsor ownership and aggressive financial policy will likely result in persistently elevated leverage. We believe that Storable is unlikely to prioritize cash flow for debt repayment given its concentrated ownership by private equity financial sponsor EQT Partners. In our view, future periods of outperformance are likely to be met with debt-funded dividends to shareholders or acquisitions that could limit any sustained reduction in leverage. Storable has historically executed a debt-funded acquisition growth strategy focused on acquiring scaled targets with capabilities that broaden its platform of offerings within the U.S. self-storage vertical. These have driven solid revenue growth and margin expansion. "However, more recently the company has used a combination of revolver borrowings and cash on hand to fund acquisitions of smaller targets at higher valuations, some of which are in new markets including marina facility management. Over the near term we expect contributions from these acquisitions will be modest, but longer-term contributions will come from cross-selling opportunities. Our ratings reflect our view that acquisition integration and cross-sell execution risks are inherent to the company's growth strategy. The company should continue to benefit from industry tailwinds in the U.S. self-storage technology solutions sector. The COVID-19 pandemic precipitated a surge in life events, such as death and residential relocation, resulting in elevated self-storage move-in volumes in the U.S. While these industry trends positively affected 2021 performance, Storable's strong execution against its strategic initiatives to drive payment and insurance attach rates and software price increases have also fueled 2021 revenue growth outperformance of about 19% relative to our initial expectations. S&P said, "In our view, these pandemic-driven industry trends are likely to subside in 2022, causing occupancy and unit rental rate growth to moderate or reverse slightly, and revenue growth to slow significantly. Nevertheless, we forecast healthy topline growth in the high-single-digit percent range in 2022 as the company executes against its payment and insurance services cross-sell strategy and continues to penetrate the large industry whitespace opportunity provided by structurally low rates of digital adoption across the large U.S. self-storage industry. The company's leading market position in the industry, its stable and recurring software platform revenues, and high retention rates over 90% support visibility into our forecast. We expect the company will maintain stable adjusted EBITDA margins in 2022 due to continued pursuit of its growth strategy. "The stable outlook reflects our expectation that the company will continue to benefit from industry tailwinds and demonstrate solid operating performance with adjusted leverage remaining above 9x and about $35 million in reported free operating cash flow." S&P could lower its ratings on Storable if operating performance deteriorates such that FOCF deficits threaten to constrain liquidity and covenant compliance, or it assesses the capital structure as unsustainable. This could occur with: -- A sharp decline in self-storage industry occupancy and rental rates; -- Aggressively debt-financed or poorly timed acquisitions or dividends; -- Increased industry competition resulting in market share declines; and -- Operational missteps, including integration missteps or data breach, resulting in profit margin declines. S&P said, "While unlikely over the next year, we could raise our ratings on Storable if we expect S&P Global Ratings'-adjusted leverage will decline and remain below 7x with FOCF to debt in the mid-single-digit percent area. This would require strong operational execution, new large customer wins and cross-sell initiatives, margin improvement, and a reserved financial policy." ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. SUDBURY PROPERTY: Seeks Cash Collateral Access ---------------------------------------------- Sudbury Property Management, LLC asks the U.S. Bankruptcy Court for the District of Massachusetts, Central Division, for authority to use cash collateral on an expedited basis and provide adequate protection. The Debtor requires the use of cash collateral to pay insurance, utility and other critical expenses necessary to preserve the value of its commercial real estate property located at 200 East Main Street, Marlborough, Massachusetts. Specifically, during the Budget Period receipts are projected to be $33,991 and the Debtor seeks authority to make disbursements of just $13,531. Maine Street Bank holds a lien on the Debtor's cash collateral. As of petition date, the amount of Main Street's secured claim was $1,078,950. In addition, the Property -- but, on information and belief, not the rents generated by the Property -- is also subject to a disputed pre-judgment attachment in the amount of $616,503 issued in a civil action presently pending in Middlesex Superior Court styled Nehra v, MPAC Home Improvement & Construction, LLC et al. Civil Action No. 19-1958. The Debtor is a relief defendant in that litigation and a pre-judgment attachment in favor of the plaintiffs is disputed. The Debtor leases space at the Property to small retail and commercial businesses in central Massachusetts. Prior to the commencement of the case, leasing efforts at the Property were stymied by the increasing migration of retail businesses from brick-and-mortar locations to internet platforms. This fundamental problem was greatly exacerbated by the COVID-19 pandemic which impaired the ability of tenants to pay rent and in some cases caused tenants to permanently close their doors at the Property. Loss of rent, in turn, dramatically limited the Debtor's ability to make debt service payments to the Bank as well as to stay current on real estate taxes on the Property, creating significant arrearages under the Debtor's pre-bankruptcy financing arrangements. Compounding matters, prior to the commencement of the case, the Debtor (and the Property) became embroiled in litigation arising from several failed home improvement projects managed by its affiliate, MPAC Home Improvement and Construction, LLC. Although the Debtor is a wholly separate business and had no involvement in MPAC's home improvement projects, several of MPAC's home improvement creditors commenced litigation to reach the interest of the Debtor's owners, Padraig and Mary O'Beirne, in the Property to satisfy their claims against MPAC. And following the commencement of MPAC's chapter 7 case, MPAC's chapter 7 trustee brought his own adversary proceeding against the Debtor seeking to reach the equity in the Property through, among other things, alter ego and substantive consolidation theories. The Debtor, for its part, vigorously disputes the claims asserted by MPAC's estate and MPAC home improvement creditors. Of relevance to this proceeding is the practical reality that although the state court litigation is many months -- if not years -- away from trial, any sale or refinancing of the Property to resolve defaults under the Debtor's pre-petition financing arrangements is precluded by the pre-judgment attachment on the Property as well as in preliminary injunction entered in the State Court Litigation. The Chapter 11 case was commenced to preserve the equity in the Property for the Debtor's estate, its creditors and other stakeholders. Unable to sell or refinance the Property because of the MPAC State Court Litigation, the Debtor retained Greater Boston Commercial Properties, Inc. to obtain an appropriate stalking horse offer for the Property. Prior to the commencement of the case, the Property was listed on MLS and GBCP exposed the Property to the market for more than six months. During that period, GBCP received multiple inquiries and conducted numerous tours of the Property. Specifically, during that marketing period, GBCP showed the Property to more than 20 prospective buyers and emailed and/or spoke to more than 100 additional potential buyers. In addition, GBCP aggressively promoted the Property with the brokerage community and made substantial direct marketing efforts to both prospective strategic and financial buyers that are active in the region. As a result of these extensive efforts, the Debtor obtained a purchase offer, which represents the highest and best offer received for the Property and was negotiated at arm's-length with a third-party purchaser who has no affiliation or relationship with either the Debtor, MPAC or the O'Beirnes. The proposed purchase price for the Property is $1,575,000. The Debtor believes the amount is sufficient to pay the Bank's mortgage as well as undisputed creditors in full in the Chapter 11 case. As set forth in the Budget, the value of the Bank's cash collateral is projected to increase during the Budget Period even after payment of critical operating expenses. The Debtor will provide adequate protection for the use of cash collateral by continuing to preserve the value of the Property and by the replacement liens. The proposed payments for insurance, utilities and other critical property management services will allow the Debtor to continue to lease space to tenants and thereby preserve the value of the Property until it is sold. The Debtor also propose to grant to Main Street -- and any other secured creditors that the Court determines have an interest in the cash collateral -- a replacement lien on the Property and the post-petition rent generated by the Property, without prejudice to the Debtor's rights to contest the amount, validity, priority and extent of any liens or claims asserted by such secured creditors. The Replacement Liens will maintain the same priority, validity and enforceability as Main Street's pre-petition lien (if any). The Replacement Liens will only be recognized to the extent of the diminution in value of Main Street's prepetition collateral after the Petition Date resulting from the Debtor's use of the cash collateral during the case. A copy of the motion and the Debtor's operating budget through March 31, 2022 is available at https://bit.ly/35l6LaR from PacerMonitor.com. The Debtor projects $13,731 in starting cash and $2,353 in total expenses for March 2022. About Sudbury Property Management Sudbury Property Management, LLC is a privately held company in the nonresidential building construction industry. The company is headquartered in Marlborough, Mass. Sudbury Property Management filed a petition for Chapter 11 protection (Bankr. D. Mass. Case No. 21-40913) on Dec. 14, 2021, listing as much as $10 million in both assets and liabilities. Padraig O'Beime, member, signed the petition. Judge Christopher J. Panos oversees the case. The Debtor tapped Francis C. Morrissey, Esq., at Morrissey, Wilson & Zafiropoulos, LLP as legal counsel. TECHNICAL COMMUNICATIONS: All 4 Proposals Passed at Annual Meeting ------------------------------------------------------------------ Technical Communications Corporation held its 2022 annual meeting of shareholders at its executive offices in Concord, Mass., at which the shareholders: (1) elected Ralph M. Norwood as Class I director to serve on the Board of Directors for a term of three years expiring at the 2025 annual meeting of stockholders; (2) approved on an advisory, non-binding basis, the compensation of the company's named executive officers as disclosed in the proxy statement for the meeting; (3) approved the Technical Communications Corporation Equity Incentive Plan; and (4) voted to ratify the appointment of Stowe & Degon, LLC as the company's independent registered public accounting firm for the fiscal year ending Sept. 24, 2022. About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks, serving government entities, military agencies, and corporate enterprises. Technical Communications Corporation reported a net loss of $1.09 million for the year ended Sept. 25, 2021 compared to a net loss of $910,650 for the year ended Sept. 26, 2020. As of Dec. 25, 2021, the Company had $1.83 million in total assets, $2.09 million in total liabilities, and a total stockholders' deficit of $256,296. Westborough, Massachusetts-based Stowe & Degon LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 22, 2021, citing that the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations and has limited working capital that raises substantial doubt about its ability to continue as a going concern. TRANSOCEAN LTD: Promotes Keelan Adamson to President, COO --------------------------------------------------------- As part of the ongoing succession planning efforts of Transocean Ltd., Keelan Adamson was promoted to president and chief operating officer of the Company. Mr. Adamson will continue to report to Jeremy Thigpen who will continue in his capacity as chief executive officer and a member of the Company's Board of Directors. Prior to Mr. Adamson's promotion, he served as the Company's executive vice president and chief operations officer from August 2018 to February 2022. Mr. Adamson previously served as the Company's senior vice president, operations from October 2017 to July 2018, and as senior vice president, operations Integrity and HSE, from June 2015 to October 2017. As part of his responsibilities during this period, Mr. Adamson oversaw the Company's Technical Services team from May 2016 to October 2017. He also served as the Company's vice president, Human Resources from December 2012 to May 2015, and has held other executive positions with the Company, including as the vice president overseeing Major Capital Projects and Engineering. Mr. Adamson began his career as a drilling engineer with BP Exploration in 1991. He joined the Company in 1995 and has held rig management positions in the United Kingdom, Asia and Africa, sales and marketing leadership roles, and served as the managing director for the Company's business in North America, Canada and Trinidad. Mr. Adamson earned a bachelor's degree in Aeronautical Engineering from The Queens University of Belfast and completed the Advanced Management Program at Harvard Business School. Mr. Adamson has no family relationship with any of the Company's executive officers or members of the Company's Board of Directors. In connection with Mr. Adamson's promotion, he entered into an employment agreement with a wholly owned indirect subsidiary of the Company, effective Feb. 16, 2022. Pursuant to the terms of his employment agreement, he will receive a base salary of $800,000 per year. Mr. Adamson's 2022 annual cash bonus target under the Company's Amended and Restated Performance Award and Cash Bonus Plan will be 100% of his annual salary earned in 2022, subject to the Company's performance relative to a set of pre-determined performance metrics and the discretion of the Company's Compensation Committee. Additionally, Mr. Adamson remains eligible to participate in the Amended and Restated Transocean Ltd. 2015 Long Term Incentive Plan. He received equity awards in 2022 pursuant to the LTIP in the form of restricted share units with a targeted cash value of $1,400,000, vesting in equal installments over three years, and performance units with a targeted cash value of $1,400,000, subject to vesting and performance terms equivalent to those currently in place for the 2022-2024 performance cycle. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $331 million. Transocean reported a net loss of $568 million for the year ended Dec. 31, 2020, compared to a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $20.98 billion in total assets, $1.35 billion in total current liabilities, $8.36 billion in total long-term liabilities, and $11.27 billion in total equity. * * * As reported by the TCR on July 12, 2021, S&P Global Ratings raised its issuer credit rating on Switzerland-based offshore drilling company Transocean Ltd. to 'CCC' from 'CCC-'. S&P said, "Our 'CCC' issuer credit rating reflects the potential that the company will undertake additional distressed transactions over the next year. Although Transocean has taken steps to improve its liquidity, it still has significant debt maturities and high capital spending requirements over the next two years." U.S. TOBACCO COOP: Plans Exiting Bankruptcy After Class-Action Suit ------------------------------------------------------------------- Emily Boes of CStoreDecisions reports that after originally filing for protection in July 2021, U.S. Tobacco Cooperative (USTC) has begun planning an exit from Chapter 11 bankruptcy later this summer. The cooperative filed for protection to meet contractual obligations to its member-growers while the company faced uncertainty presented by an ongoing class-action lawsuit. "On Feb. 2, after 17 years of litigation, we were able to reach economic terms of a settlement with the Lewis Class," said Oscar J. House, CEO of USTC. "As we await final approval from the court this summer, we are beginning to prepare our exit from bankruptcy and continue providing the exceptional service and quality products our organization is known for across the globe." USTC originally filed for protection in federal bankruptcy court to satisfy obligations to its 550-plus member-growers, 200-plus employees, suppliers and customers. The settlement and plan of reorganization will allow the cooperative to honor its commitments worldwide and emerge from bankruptcy well positioned to serve its member-growers. Details of the agreement will be provided in the ordinary course of obtaining formal court approval of the settlement and USTC’s plan of reorganization. "USTC is healthy and set for a sustainable, successful future," continued House. "Throughout the bankruptcy process we have fulfilled all obligations to all stakeholders: our customers, grower-members, vendors and employees. Going forward we will continue to do so, stronger than ever." U.S. Tobacco Cooperative is a grower-owned marketing cooperative located in Raleigh, N.C. The cooperative processes U.S. flue-cured tobacco grown by its 550-plus member-growers in Florida, Georgia, South Carolina, North Carolina and Virginia. Member-grower tobacco is processed and sold as raw materials to cigarette manufacturers worldwide. Subsidiaries of USTC include U.S. Flue-Cured Tobacco Growers (USFC), Premier Manufacturing, Franchise Wholesale (d/b/a Wildhorse Distributing), Big South Distribution and King Maker Marketing. USTC, through its subsidiaries, also produces consumer products for the U.S. market under brand names of Wildhorse, 1839, Manitou, Shield, 1st Class, Ultra Buy and Traffic. About U.S. Tobacco Cooperative U.S. Tobacco Cooperative Inc. produces U.S. flue-cured tobacco grown by more than 500 member growers in Florida, Georgia, South Carolina, North Carolina, and Virginia. Member-grown tobacco is processed and sold as raw materials to cigarette manufacturers worldwide. U.S. Tobacco Cooperative and affiliates sought Chapter 11 protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7, 2021. In the petition signed by Keith H. Merrick, chief financial officer, U.S. Tobacco Cooperative estimated assets of between $100 million and $500 million and estimated liabilities of between $100 million and $500 million. Judge Joseph N. Callaway oversees the cases. The Debtors tapped Hendren, Redwine & Malone, PLLC as bankruptcy counsel, and McGuireWoods, LLP and Robinson, Bradshaw & Hinson, P.A., as special counsel. BDO Consulting Group, LLC, SSG Advisors, LLC and CliftonLarsonAllen serve as the Debtors' financial advisor, investment banker and accountant, respectively. VENUS CONCEPT: HealthQuest Partners, et al. Report 12.8% Stake -------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Venus Concept, Inc. as of Dec. 15, 2021: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- HealthQuest Partners II, L.P. 8,362,287 12.76% HealthQuest Venture Management II, LLC 8,362,287 12.76% Dr. Garheng Kong 8,395,212 12.8% The percentages are based on 54,162,629 shares of the Issuer's Common Stock outstanding as of Nov. 9, 2021, as reported on the Issuer's Form 10-Q filed with the SEC on Nov. 12, 2021, plus 9,808,418 additional shares of the Issuer's Common Stock issued by the Issuer on Dec. 15, 2021, as reported on the Issuer's Form 8-K filed with the Securities Exchange Commission on Dec. 15, 2021, plus 1,566,666 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons as of Dec. 15, 2021, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. On Dec. 15, 2021, certain of the Reporting Persons entered into a stock purchase agreement with the Issuer and the other purchasers pursuant to which the Reporting Persons agreed to purchase 1,600,000 Shares of the Issuer's Common stock at $1.25 per Share. The December 2021 Offering closed on Dec. 15, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1409269/000110465922020266/tm226123-16_sc13da.htm About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. Venus Concept reported a net loss of $82.82 million for the year ended Dec. 31, 2020, compared to a net loss of $42.29 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $138.15 million in total assets, $109.38 million in total liabilities, and $28.77 million in total stockholders' equity. Toronto, Canada-based MNP LLP issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has reported recurring net losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. VERTEX ENERGY: Inks 5-Year Diesel Supply Agreement With Idemitsu ---------------------------------------------------------------- Vertex Energy, Inc. has entered into a five-year product supply agreement with Idemitsu Apollo Renewable Corporation, a wholly-owned California-based subsidiary of Idemitsu Kosan. The agreement is conditional upon certain conditions precedent, including the closing of Vertex's planned acquisition of the Mobile, Alabama refinery as previously disclosed, and the completion of a subsequent conversion of the Mobile refinery's hydrocracking unit, a project that will facilitate the production of renewable diesel fuel at the refinery, which is expected to be completed following the completion of the acquisition, by year-end 2022. Under the terms of its supply agreement with Idemitsu, Vertex will supply 100% of the renewable diesel produced at the Mobile refinery to Idemitsu during the term of the agreement. Further, as indicated in the supply agreement, Idemitsu will pay Vertex for each gallon produced at an indexed, spot-market price at the time of production, resulting in an immediate working capital benefit to Vertex. At current commodity and credits values, and assuming the timely completion of the capital project and ongoing production at currently projected levels, the expected revenue over the five year agreement would exceed $6 billion. As one of the largest suppliers of both conventional and renewable fuels in North America, Idemitsu is a valued off-take partner that provides Vertex with a depth of product marketing experience and access to growing regional markets in the western United States and Canada. "We are pleased to partner with Idemitsu on this important agreement, one that will ensure off-take for all produced renewable diesel fuel production at the Mobile refinery," stated Benjamin P. Cowart, president and CEO of Vertex. "As we seek to scale renewables production at the Mobile refinery over time, following our acquisition of such facility, Idemitsu is well-equipped to place incremental renewables volumes, given their extensive distribution network. We believe that this agreement, together with our existing conventional fuels off-take agreements with other, high-quality counterparties, position Vertex for success as we move toward the planned closing of the Mobile refinery acquisition." About Vertex Energy Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty refiner of alternative feedstocks and marketer of high-purity petroleum products. Vertex is one of the largest processors of used motor oil in the U.S., with operations located in Houston and Port Arthur (TX), Marrero (LA) and Heartland (OH). Vertex also co-owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydro-processing and plant infrastructure assets, that include nine million gallons of storage. The Company has built a reputation as a key supplier of Group II+ and Group III Base Oils to the lubricant manufacturing industry throughout North America. Vertex Energy reported a net loss attributable to the company of $12.04 million for the year ended Dec. 31, 2020, a net loss attributable to the company of $5.05 million for the year ended Dec. 31, 2019, and a net loss attributable to the company of $2.22 million for the year ended Dec. 31, 2018. As of June 30, 2021, the Company had $135.11 million in total assets, $79.58 million in total liabilities, $37.03 million in total temporary equity, and $18.50 million in total equity. VERTEX ENERGY: Laurence Lytton Has 5.7% Equity Stake as of Dec. 31 ------------------------------------------------------------------ Laurence W. Lytton disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, he beneficially owns 3,649,067 shares of common stock of Vertex Energy, Inc., representing 5.7 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/890447/000093583622000192/vertexenergy13ga.htm About Vertex Energy Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty refiner of alternative feedstocks and marketer of high-purity petroleum products. Vertex is one of the largest processors of used motor oil in the U.S., with operations located in Houston and Port Arthur (TX), Marrero (LA) and Heartland (OH). Vertex also co-owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydro-processing and plant infrastructure assets, that include nine million gallons of storage. The Company has built a reputation as a key supplier of Group II+ and Group III Base Oils to the lubricant manufacturing industry throughout North America. Vertex Energy reported a net loss attributable to the company of $12.04 million for the year ended Dec. 31, 2020, a net loss attributable to the company of $5.05 million for the year ended Dec. 31, 2019, and a net loss attributable to the company of $2.22 million for the year ended Dec. 31, 2018. As of June 30, 2021, the Company had $135.11 million in total assets, $79.58 million in total liabilities, $37.03 million in total temporary equity, and $18.50 million in total equity. VIVAKOR INC: Closes $8 Million Underwritten Public Offering ----------------------------------------------------------- Vivakor, Inc. announced the closing of its underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share, for aggregate gross proceeds of $8.0 million, prior to deducting underwriting discounts, commissions, and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 240,000 shares of common stock at the public offering price per share, less the underwriting discounts and commissions, to cover over-allotments, if any. The company's common stock began trading on the Nasdaq Capital Market on Feb. 14, 2022, under the symbol "VIVK". EF Hutton, division of Benchmark Investments, LLC, acted as sole book-running manager for the offering. Lucosky Brookman LLP acted as counsel to the company and Sheppard, Mullin, Richter & Hampton LLP acted as counsel to the underwriter in connection with the offering. A registration statement on Form S-1, as amended (File No. 333-250011), was filed with the Securities and Exchange Commission and was declared effective on Feb. 11, 2022. A final prospectus relating to the offering was filed with the SEC and is available on the SEC's website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc., is a transdisciplinary research company that develops products in the fields of molecular medicine, electro-optics, biological handling and natural and formulary compounds. WALNUT CREEK: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Walnut Creek Nursery, Inc. 35910 Polk Road Marengo, IL 60152 Business Description: Walnut Creek Nursery is a 240 acre wholesale tree and shrub nursery. It is a family run business with 32 years of nursery experience. Chapter 11 Petition Date: February 23, 2022 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 22-80189 Debtor's Counsel: Nicholas M. Miller, Esq. MCDONALD HOPKINS LLC 300 North LaSalle Street, Suite 1400 Chicago, IL 60654 Tel: (312) 642-6938 E-mail: nmiller@mcdonaldhopkins.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul A. Hackett as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NPSJWXI/Walnut_Creek_Nursery_Inc__ilnbke-22-80189__0001.0.pdf?mcid=tGE4TAMA WESTERN URANIUM: CEO George Glasier Has 12.6% Stake as of Feb. 9 ---------------------------------------------------------------- George Edwin Lee Glasier disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Feb. 9, 2022, he beneficially owns 5,319,203 shares of common stock of Western Uranium & Vanadium Corp., representing 12.6 percent of the shares outstanding. Mr. Glasier serves as the president and chief executive officer and a director of the issuer. On Feb. 9, 2022, the issuer granted 200,000 stock options to the reporting person. The options have an exercise price of C$1.76 (or approximately US$1.39 based on the Bank of Canada exchange rate on that date), and each option is exercisable to acquire one common share for a five-year term commencing on the applicable vesting date. The options vest in three equal installments beginning on the date of grant and thereafter on April 1, 2022, and July 1, 2022. The common shares beneficially owned by Mr. Glasier includes 4,810,869 outstanding common shares and 508,334 common shares underlying stock options that are currently exercisable or that can be exercised within the next 60 days. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1621906/000121390022008285/ea155890-13dglasier_western.htm About Western Uranium & Vanadium Western Uranium & Vanadium Corp. is a Colorado based uranium and vanadium conventional mining company focused on low cost near-term production of uranium and vanadium in the western United States, and development and application of kinetic separation. The Company reported a net loss of $2.39 million in 2020 following a net loss of $2.11 million in 2019. As of Sept. 30, 2021, the Company had $26.85 million in total assets, $4.13 million in total liabilities, and $22.72 million in total shareholders' equity. Mississauga, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. [*] Independent Restaurants Struggling During Pandemic ------------------------------------------------------ Matt Kirouac of Eat This, Not That reports that nearly two years into the pandemic, the struggle to stay in business is far from over for thousands of restaurant operators. While chains like Ruby Tuesday and Golden Corral have teetered on the brink of disaster, it's really the independent restaurants -- the local mom-and-pops without corporate backing -- that have borne the brunt of the pandemic's havoc. With seesawing restrictions and mandates across the country, a hesitant dining community, new variants, and mixed messaging on restrictions from government officials, it's no wonder that independent restaurants have been pushed to their breaking points. A recent survey by the Independent Restaurant Coalition reports that a staggering 42% of independent restaurants that didn't receive government aid are nearing bankruptcy. While $28.6 billion was allotted for the Restaurant Revitalization Fund, more than 177,000 restaurants and bars didn't see a penny of that financial aid, and now nearly half of them find themselves staring down the barrel of bankruptcy court. And statistics get even grimmer: 28% of these under-funded independent businesses have either already received -- or are expecting to receive -- eviction notices. Some 25% have sold off personal assets, 30% have decreased their employees, and 49% have laid off staff in order to stay afloat. The survey polled 1,200 restaurants in all 50 states, with 33% of respondents hailing from the Western region, 27% from the South, 22% from the Northeast, and 18% from the Midwest. It's a stark reminder that no matter how low the COVID positivity rates get, or how optimistic and "normal" things feel, the pandemic still isn't over for the restaurant industry, especially independent restaurants left to fend for themselves. "Congress and the Biden Administration need to treat this like the crisis that it is and replenish the RRF," said Erika Polmar, executive director of the Independent Restaurant Coalition. "The nearly 200,000 restaurants and bars left behind in the first round of funding do not have much time left." [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re William Thomas Anderson Bankr. D. Minn. Case No. 22-40211 Chapter 11 Petition filed February 14, 2022 represented by: William Anderson, Esq. In re Rabbi Yitzhak Joel Miller Bankr. M.D.N.C. Case No. 22-50065 Chapter 11 Petition filed February 14, 2022 represented by: Erik Harvey, Esq. In re Alma Angelina Chavez-Nunez Bankr. E.D. Cal. Case No. 22-20327 Chapter 11 Petition filed February 15, 2022 represented by: John G. Downing, Esq. In re Ho Wan Kwok Bankr. D. Conn. Case No. 22-50073 Chapter 11 Petition filed February 15, 2022 represented by: Dylan Kletter, Esq. In re Glenwood Odell Pilson and Jennifer Michelle Scoleri-Pilson Bankr. M.D. Fla. Case No. 22-00531 Chapter 11 Petition filed February 15, 2022 represented by: Kenneth Herron, Esq. In re Venchur Investments LLC Bankr. M.D. Fla. Case No. 22-00539 Chapter 11 Petition filed February 15, 2022 See https://www.pacermonitor.com/view/2X5IPUA/Venchur_Investments_LLC__flmbke-22-00539__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re Emerald Waterfront Homes LLC Bankr. S.D. Fla. Case No. 22-11186 Chapter 11 Petition filed February 15, 2021 See https://www.pacermonitor.com/view/27RURKQ/Emerald_Waterfront_Homes_LLC__flsbke-22-11186__0001.0.pdf?mcid=tGE4TAMA represented by: William Minnix, Esq. WILLIAM D MINNIX, ESQ. E-mail: wminnix@minnixlawllc.com In re International Realty Partners, LLC Bankr. D. Md. Case No. 22-10754 Chapter 11 Petition filed February 15, 2022 See https://www.pacermonitor.com/view/PQCCVOQ/International_Realty_Partners__mdbke-22-10754__0001.0.pdf?mcid=tGE4TAMA represented by: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD, LLC E-mail: steveng@cohenbaldinger.com In re Gilbert A. Elgrichi Bankr. D. Nev. Case No. 22-10522 Chapter 11 Petition filed February 15, 2022 represented by: Michael Harker, Esq. In re Bulgarian Bar Inc. Bankr. E.D.N.Y. Case No. 22-40264 Chapter 11 Petition filed February 15, 2022 See https://www.pacermonitor.com/view/KIJDRWY/Bulgarian_Bar_Inc__nyebke-22-40264__0001.0.pdf?mcid=tGE4TAMA represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Wieslaw J. Walawender Bankr. W.D.N.Y. Case No. 22-10118 Chapter 11 Petition filed February 15, 2022 represented by: Arthur Baumeister, Esq. In re Aunt Betty's Child Development Center LLC Bankr. W.D. Okla. Case No. 22-10245 Chapter 11 Petition filed February 15, 2022 See https://www.pacermonitor.com/view/5CPXEZQ/Aunt_Bettys_Child_Development__okwbke-22-10245__0001.0.pdf?mcid=tGE4TAMA represented by: Ron D. Brown, Esq. BROWN LAW FIRM PC E-mail: ron@ronbrownlaw.com In re Michael LeRoy Daniels and Jerylen Lavender Daniels Bankr. E.D. Va. Case No. 22-10167 Chapter 11 Petition filed February 15, 2022 represented by: Michael Daniels, Esq. MICHAEL L. DANIELS, PLC In re Be More Developers LLC Bankr. D. Md. Case No. 22-10786 Chapter 11 Petition filed February 16, 2022 See https://www.pacermonitor.com/view/25CKZZA/Be_More_Developers_LLC__mdbke-22-10786__0001.0.pdf?mcid=tGE4TAMA represented by: Aryeh E. Stein, Esq. MERIDIAN LAW, LLC E-mail: astein@meridianlawfirm.com In re Derrick's Sport Fitness LLC Bankr. D. Md. Case No. 22-10792 Chapter 11 Petition filed February 16, 2022 See https://www.pacermonitor.com/view/BK74UDY/Derricks_Sport_Fitness_LLC__mdbke-22-10792__0001.0.pdf?mcid=tGE4TAMA represented by: Joy P. Robinson, Esq. JOY P. ROBINSON PC E-mail: joy@joyrobinsonlaw.com In re NMDC Home Improvement LLC Bankr. D. Md. Case No. 22-10785 Chapter 11 Petition filed February 16, 2022 See https://www.pacermonitor.com/view/2T7N6LA/NMDC_Home_Improvement_LLC__mdbke-22-10785__0001.0.pdf?mcid=tGE4TAMA represented by: Aryeh E. Stein, Esq. MERIDIAN LAW, LLC E-mail: astein@meridianlawfirm.com In re J.S.L.A.P., Inc. d/b/a Franks Pizzeria and Italian Bankr. D.N.J. Case No. 22-11225 Chapter 11 Petition filed February 16, 2022 See https://www.pacermonitor.com/view/PZXWRYI/JSLAP_Inc_dba_Franks_Pizzeria__njbke-22-11225__0001.0.pdf?mcid=tGE4TAMA represented by: Ilissa Churgin Hook, Esq. HOOK & FATOVICH, LLC E-mail: ihook@hookandfatovich.com; mfatovich@hookandfatovich.com In re Bruce Sherr Bankr. S.D.N.Y. Case No. 22-22071 Chapter 11 Petition filed February 16, 2022 represented by: Michael Koplen, Esq. In re Betz Heating & Air, LLC Bankr. E.D. Tex. Case No. 22-40198 Chapter 11 Petition filed February 16, 2021 See https://www.pacermonitor.com/view/6QZ2VWA/Betz_Heating__Air_LLC__txebke-22-40198__0001.0.pdf?mcid=tGE4TAMA represented by: Howard Marc Spector, Esq. SPECTOR & COX, PLLC E-mail: hms7@cornell.edu In re Richard Douglas Cullinan Bankr. N.D. Ga. Case No. 22-51326 Chapter 11 Petition filed February 17, 2022 represented by: Will Geer, Esq. In re William R. Wagner and Cynthia S. Wagner Bankr. D.N.J. Case No. 22-11273 Chapter 11 Petition filed February 17, 2022 represented by: Eugene Roth, Esq. In re Site 25 Restaurant Concepts LLC Bankr. E.D.N.Y. Case No. 22-40302 Chapter 11 Petition filed February 18, 2022 See https://www.pacermonitor.com/view/IOKC2FY/SITE_25_RESTAURANT_CONCEPTS_LLC__nyebke-22-40302__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence Morrison, Esq. MORRISON-TENENBAUM, PLLC E-mail: LMorrison@m-t-law.com In re Bryan B. Davis Bankr. D. Utah Case No. 22-20502 Chapter 11 Petition filed February 17, 2022 represented by: Adam Ford, Esq. In re Kartes Leasing, LLC Bankr. D. Ariz. Case No. 22-00997 Chapter 11 Petition filed February 18, 2022 See https://www.pacermonitor.com/view/MY33OBA/KARTES_LEASING_LLC__azbke-22-00997__0001.0.pdf?mcid=tGE4TAMA represented by: D. Lamar Hawkins, Esq. GUIDANT LAW, PLC E-mail: lamar@guidant.law In re Daniel James Seavey Bankr. C.D. Cal. Case No. 22-10196 Chapter 11 Petition filed February 18, 2022 represented by: David Neale, Esq. In re Valentina Papazian Bankr. C.D. Cal. Case No. 22-10906 Chapter 11 Petition filed February 18, 2022 represented by: Vahe Khojayan, Esq. In re Sally Linsy Liu Bankr. N.D. Cal. Case No. 22-30086 Chapter 11 Petition filed February 18, 2022 In re Michael Joseph Roberts, Sr. Bankr. D. Colo. Case No. 22-10521 Chapter 11 Petition filed February 18, 2022 represented by: Steven Berman, Esq. In re Lisa Maria McCloud Bankr. M.D. Fla. Case No. 22-00646 Chapter 11 Petition filed February 18, 2022 represented by: Buddy Ford, Esq. In re Lipi Begum Bankr. E.D.N.Y. Case No. 22-40301 Chapter 11 Petition filed February 18, 2022 represented by: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES LLC In re Carlos Javier Arbona Garcia Bankr. D.P.R. Case No. 22-00396 Chapter 11 Petition filed February 18, 2022 represented by: Modesto Bigas Mendez, Esq. In re NMJ Restaurant & Marketplace, Inc. Bankr. S.D. Fla. Case No. 22-11361 Chapter 11 Petition filed February 20, 2022 See https://www.pacermonitor.com/view/O4F5Y3A/NMJ_Restaurant__Marketplace_Inc__flsbke-22-11361__0001.0.pdf?mcid=tGE4TAMA represented by: Michael S. Hoffman, Esq. HOFFMAN, LARIN & AGNETTI, P.A. E-mail: mshoffman@hlalaw.com In re 265 Laurel Avenue, LLC Bankr. D.N.J. Case No. 22-11355 Chapter 11 Petition filed February 21, 2022 See https://www.pacermonitor.com/view/MAR5ZOA/265_Laurel_Avenue_LLC__njbke-22-11355__0001.0.pdf?mcid=tGE4TAMA represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER LLC E-mail: tneumann@bnfsbankruptcy.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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