/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220225.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, February 25, 2022, Vol. 26, No. 55 Headlines 12TH & K. ST. MALL: Taps Valencia Tax Group as Accountant 6200 NE 2ND AVENUE: U.S. Trustee Unable to Appoint Committee A.G. DILLARD: U.S. Trustee Appoints Creditors' Committee ACTITECH LP: Taps Rosen Systems to Inventory Personal Properties AGILE THERAPEUTICS: Perceptive Advisors, et al. Hold 17.5% Stake AIKIDO PHARMA: CVI, Heights Capital No Longer Shareholders ALL FOR ONE MEDIA: Posts $5.3 Million Net Income in First Quarter AMADEUS THERAPY: $1.57M Sale to Wedge Management to Fund Plan AMERICAN CRYOSTEM: Delays 10-Q Filing for Period Ended Dec. 31 AMERICAN CRYOSTEM: Issues Going Concern Doubt Warning AMERICAN EAGLE: PCO Taps Greenberg Traurig as Bankruptcy Counsel AMERICAN EAGLE: PCO Taps SAK Mgmt. as Medical Operations Advisor ANSON FINANCIAL: Taps Sullivan & Cook as Special Counsel APPLIED DNA: CEO James Hayward Has 6.45% Equity Stake APPLIED DNA: CVI, Heights Capital Lower Stake to Less Than 1% ASCEND PERFORMANCE: Moody's Hikes CFR to Ba3, Outlook Stable ASPIRA WOMEN'S: Robert Drysale Has 5.7% Stake as of Dec. 31 AUBURN RAVINE: Seeks to Hire Michael D. Mahon as Attorney AUBURN SCHOOL: Wins Cash Collateral Access Thru July 31 BETTER 4 YOU: Case Summary & 20 Largest Unsecured Creditors BLINK CHARGING: Susquehanna Entities Report 4.5% Equity Stake BOY SCOUTS: Reaches $2M Deal With Abuse Victims Firm Over Email BRAZOS ELECTRIC: ERCOT Ex-CEO Magness Asked to Be Fired BRAZOS ELECTRIC: Tries to Escape $1.1 Billion Storm Charges BRINTON AND PAVILION: S&P Places 'CCC-' Bond Ratings on Watch Neg. CARVANA CO: CVAN Holdings, et al. Hold 9.5% of Class A Shares CARVANA CO: Ernest Garcia, III Holds 32.98% of Class A Shares CARVANA CO: T. Rowe Price Has 15.6% Equity Stake as of Dec. 31 CARVANA CO: Tiger Global Entities Hold 8.49% of Class A Shares CEMTREX INC: Incurs $4.5 Million Net Loss in First Quarter CHURCHILL DOWNS: S&P Places 'BB' ICR on CreditWatch Negative CICO ELECTRICAL: Seeks to Hire a Certified Public Accountant CITE LLC: Seeks Approval to Hire Compass as Real Estate Broker CLH INVESTMENT: Wins Cash Collateral Access CLICKSTREAM CORP: Issues Going Concern Doubt Warning COLE CAMP: Wins Cash Collateral Access on Final Basis CONWAY COURT: Wins Cash Collateral Access on Final Basis CONWAY COURT: Wins Final Cash Collateral Access Thru July 31 CORRY DAVIS: Reaches $4.6M Sale Contract with Northpark Storage CORUS ENTERTAINMENT: S&P Rates New C$250MM Unsecured Notes 'BB' CQP HOLDCO: S&P Upgrades ICR to 'B+', Outlook Positive CRC INVESTMENTS: Wins Cash Collateral Access Thru April 19 CSK PROPERTIES: Seeks to Hire Pohl PA as Bankruptcy Counsel CTI BIOPHARMA: Caxton Corp., et al. Report 2.3% Equity Stake CTI BIOPHARMA: Stonepine, et al. Report 9.99% Equity Stake D AND V ENTERPRISES: Seeks to Hire Victoria Morales as Attorney DDM LAND: Voluntary Chapter 11 Case Summary DIOCESE OF BUFFALO: Abuse Victims Frustrated as Case Drags On ECO LIGHTING: Seeks Cash Collateral Access EL JEBOWL: Wins Final Cash Collateral Access Thru July 31 EMPACADORA Y PROCESADORA: Seeks Chapter 11 Bankruptcy Protection ENDO INTERNATIONAL: Paulson & Co. Owns 7.4% Ordinary Shares FLOOR-TEX: Wins Cash Collateral Access FORUM ENERGY: Schroder Investment Has Less Than 1% Equity Stake GOOD GUYZ INVESTMENTS: Taps Richard R. Robles as Bankruptcy Counsel GUARDION HEALTH: Amends ByLaws to Reduce Meeting Quorum Requirement GVS TEXAS: Court Okays $300 Million Loans Lenders' Deal HARROGATE INC: Fitch Withdraws 'B' Issuer Default Rating HEALTHCHANNELS INTERMEDIATE: Moody's Affirms B3 Corp. Family Rating HELIUS MEDICAL: Board Adopts 2022 Equity Incentive Plan HELIUS MEDICAL: Columbus Capital Entities Report 8.5% Equity Stake HORIZON GLOBAL: Corre Entities, et al. Hold 9.9% Stake HOUGHTON MIFFLIN: S&P Places 'B' ICR on CreditWatch Negative HOUSTON BLUEBONNET: Taps Walker & Patterson as New Legal Counsel HUMANIGEN INC: Valiant Entities Report 10.8% Equity Stake ICONIX BRAND: Mudrick Entities No Longer Own Common Shares INFINERA CORP: Gilder, Gagnon Howe & Co. Reports 3.1% Equity Stake INGLESIDE AT KING FARM: Fitch Assigns 'B-' IDR, Outlook Stable INGROS FAMILY: $3.8M Sale to Cosma to Fund Plan Payments INNERLINE ENGINEERING: Has Deal on Cash Collateral Access INNOVATIVE MEDTECH: Issues Going Concern Doubt Warning INTEGRATED VENTURES: CVI, Heights Capital Report 4.9% Equity Stake ION GEOPHYSICAL: Footprints Asset Has 3.69% Stake as of Dec. 31 IPPOLITO'S PIZZA: Taps Morrison Tenenbaum as Bankruptcy Counsel IRONSIDE LLC: Seeks to Hire Baker Botts as Litigation Counsel IRONSIDE LLC: Seeks to Hire Gibson Wunder as Litigation Counsel IRONSIDE LLC: Seeks to Hire Grease Technology as Expert Witness KADMON HOLDINGS: Point72 Asset, et al. No Longer Own Common Shares KC PANORAMA: Seeks to Hire Gibson Sotheby's as Real Estate Broker KISSMYASSETS LLC: Seeks Approval to Hire Cape Fear as Broker KLAUSNER LUMBER: Creditor Objects to Chapter 11 Plan KUN PENG: Posts $338K Net Income in First Quarter KURNCZ FARMS: Committee Taps Keller & Almassian as New Counsel KYTO TECHNOLOGY: Issues Going Concern Doubt Warning LTL MANAGEMENT: Plaintiffs' Attorneys Don't Support Plan, Says J&J MACY'S INC: Moody's Upgrades CFR to Ba1, Outlook Remains Stable MAPLE HEIGHTS, OH: Moody's Hikes Issuer Rating to Ba2 MARRONE BIO: Van Herk Investments, et al. Report 5.1% Equity Stake MATLINPATTERSON: Hearing to Convert Ch.11 to Ch.7 Set For April 202 MED EQUITY: Taps Rodeo Realty to Sell Linda Flora Property MERITOR INC: Fitch Puts 'BB-' LongTerm IDR on Watch Positive MERITOR INC: Moody's Puts 'Ba3' CFR Under Review for Upgrade METROPOLITAN HOLINESS: Unsecureds to Get Share of Income for 5 Yrs NAVITAS MIDSTREAM: Fitch Affirms & Then Withdraws 'B+' LT IDR NERAM GROUP: Taps Law Firm of Robert M. Yaspan as Counsel NEUROONE MEDICAL: Incurs $2.8 Million Net Loss in First Quarter NIGHTFOOD HOLDINGS: Sees Liquidity Needs in 2nd Half of 2022 ODYSSEY AT PATERSON: Enters $3M Sale Contract with Ahmad Odatalla OMEROS CORP: Cormorant Entities Report 0% Equity Stake OMEROS CORP: Gregory Demopulos Has 8.07% Stake as of Dec. 31 PENINSULA PACIFIC: S&P Places 'B' ICR on CreditWatch Positive PHOENIX PROPERTIES: Seeks to Hire James L. Drake as Attorney PRO-DEMOLITION INC: Taps Latham Luna Eden & Beaudine as Counsel PULMATRIX INC: CVI Investments, Heights Capital Own 4.2% Stake REMARK HOLDINGS: Lawrence Rosen Has 5.8% Equity Stake as of Dec. 31 RIOT BLOCKCHAIN: Susquehanna Entities Report 4% Equity Stake ROCKDALE MARCELLUS: Files Amended Plan to Keep Case in Ch.11 RTW CONSTRUCTION: Cash Collateral Access, DIP Loan OK'd SCHULDNER LLC: Seeks Cash Collateral Access Thru May 31 SCIENTIFIC GAMES: Fine Capital Entities Report 9.69% Equity Stake SCREENVISION LLC: S&P Upgrades ICR to 'B-', Off Watch Developing SEADRILL LTD: Set to Emerge From Chapter 11 Bankruptcy SEQUENTIAL BRANDS: Former Owner Wins Approval for Liquidation Plan SHASTHRA USA: Wins Cash Collateral Access SPECTRUM BRANDS: S&P Affirms 'B' ICR, Outlook Stable SPEEDCAST HOLDINGS III: S&P Assigns 'B' ICR, Outlook Stable SQUIRRELS RESEARCH: Creditors to Get Proceeds From Liquidation SQUIRRELS RESEARCH: Unsecured Creditors Likely to Get 100% in Plan STEM HOLDINGS: Issues Going Concern Doubt Warning STONEWAY CAPITAL: Seeks Approval to Hire Toronto-Based WD Capital TEGNA INC: S&P Places 'BB' ICR on CreditWatch Negative TPT GLOBAL: Increases Authorized Common Shares to 2.5 Billion TRIBUNE CO: Supreme Court Refuses to Review Trustee's Fraud Claims TROIKA MEDIA: Posts $4.1 Million Net Loss in Second Quarter TRONOX FINANCE: Moody's Rates New $400MM Secured Term Loan 'Ba2' TRONOX HOLDINGS: S&P Assigns 'B+' ICR, Outlook Positive TWITTER INC: Moody's Rates New $1BB Senior Unsecured Notes 'Ba2' TWITTER INC: S&P Rates New $1BB Senior Unsecured Notes 'BB+' WASHINGTON PLACE: Seeks to Hire Goldberg as Bankruptcy Counsel WASHINGTON PLACE: Taps David Goldwasser of FIA Capital as CRO WATSONVILLE COMMUNITY: Court Okays Hospital Sale to Local Group WELDING & FABRICATION: Seeks to Hire Wernick Law as Counsel WESTBANK HOLDINGS: Gets OK to Hire G Rowland as Accountant WIG1 LLC: Seeks to Approval to Hire Nevada's Lawyers as Counsel ZOHAR FUNDS: Court Cuts Claims Amid Secrecy Dispute in Chapter 11 [^] BOOK REVIEW: Transnational Mergers and Acquisitions ********* 12TH & K. ST. MALL: Taps Valencia Tax Group as Accountant --------------------------------------------------------- 12th & K St. Mall Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Valencia Tax Group as its accountant. The firm's services include: a. preparing and providing financial reports to be made in connection with the Debtor's Chapter 11 case, including income and expense reports, financial statements, tax returns, and monthly operating reports; and b. providing data necessary for interim statements and operating reports. Ahmed Mohammed, a partner at Valencia Tax Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ahmed Mohammed Valencia Tax Group 25000 Avenue Stanford Suite 120 Valencia, CA 92355 Tel: (661) 295-9800/(310) 920-1346 About 12th & K. St. Mall Partners 2th & K St. Mall Partners, LLC is a California limited liability company created on Nov. 12, 2003, as a real estate investment company. It currently owns and operates a mixed-use property located at 1020 12th St. Sacramento, Calif. On July 29, 2019, 2th & K St. Mall Partners transferred 8.1% equity ownership in the property to the Ziegelman Family Trust, which is not a member of the company. 2th & K St. Mall Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10061) on Jan. 6, 2022, disclosing up to $50 million in assets and up to $50 million in liabilities. Robert W. Clippinger, managing member, signed the petition. Matthew D. Resnik, Esq., at Resnick Hayes Moradi, LLP and Valencia Tax Group serve as the Debtor's legal counsel and accountant, respectively. 6200 NE 2ND AVENUE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 cases of 6200 NE 2nd Avenue, LLC and its affiliates, according to court dockets. About 6200 NE 2nd Avenue 6200 NE 2nd Avenue, LLC and its affiliates are Florida limited liability companies, which, together, own 14 parcels of real property in the Little Haiti/Upper East Side neighborhood largely on the Northeast 2nd Avenue corridor of Miami. Several of these properties are not generating income largely as a result of the COVID-19 pandemic, and after certain properties were gutted in anticipation of renovation and the failure of an investor to raise and invest sufficient funds to complete the renovations. 6200 NE 2nd Avenue and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-10385) on Jan. 18, 2022. In the petition signed by Mallory Kauderer, manager, 6200 NE 2nd Avenue disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Robert A. Mark oversees the cases. Steven Beiley, Esq., at Aaronson Schantz Beiley P.A. is the Debtors' legal counsel. A.G. DILLARD: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 4 on Feb. 23 appointed an official committee to represent unsecured creditors in the Chapter 11 case of A.G. Dillard, Inc. The committee members are: 1. Tiger Fuel Company Attn: Frank Durso 200 Carlton Road Charlottesville, VA 22902 Email: dursof@tigerfuel.com 2. S.L. Williamson Co., Inc. Attn: Blair Williamson 1230 River Road Charlottesville, VA 22901 Email: blair@slwilliamson.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 A.G. Dillard Inc. A.G. Dillard, Inc. is an excavating contractor in Troy, Va. It provides a wide variety of site construction services, including site remodeling, clearing and demolition, pond repair or conversion, excavating and grading, site concrete, and paving. A.G. Dillard sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 22-60115) on Feb. 9, 2022. In the petition signed by Alan G. Dillard, III, president, the Debtor disclosed up to $50 million in both assets and liabilities. Robert S. Westermann, Esq. at Hirschler Fleischer, PC is the Debtor's counsel. Blue Ridge Bank, as lender, is represented by: Michael D. Mueller, Esq. Williams Mullen 200 South 10th St., Suite 1600 Richmond, VA 23219 Email: mmueller@williamsmullen.com ACTITECH LP: Taps Rosen Systems to Inventory Personal Properties ---------------------------------------------------------------- ActiTech, LP seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Rosen Systems, Inc. to assist its Subchapter V trustee in conducting an inventory of its equipment and other personal properties stored at its former manufacturing facility in Sherman, Texas. Michael Rosen, the firm's auctioneer and appraiser who will be providing the services, will be paid at $115 per hour. Mr. Rosen disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Rosen Rosen Systems, Inc. 2323 Langford St Dallas, TX 75208 (972) 248-2266 Fax: (972) 248-6887 Email: info@rosensystems.com About ActiTech LP ActiTech, LP, a manufacturer of personal care nutraceuticals, and food and beverage products, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-30049) on Jan. 10, 2021. In the petition signed by Elysiann Bishop, president, the Debtor disclosed $1 million to $10 million in both assets and liabilities. The Debtor tapped Neligan LLP as bankruptcy counsel; Friedman & Feiger, LLP as special litigation counsel; and CRS Capstone Partners LLC as financial advisor. Areya Holder Aurzada is the Subchapter V trustee appointed in the Debtor's bankruptcy case. AGILE THERAPEUTICS: Perceptive Advisors, et al. Hold 17.5% 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 21,294,485 shares of common stock of Agile Therapeutics, Inc., representing 17.5 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/1224962/000119312522041551/d191497dsc13ga.htm About Agile Therapeutics Agile Therapeutics, Inc. is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Agile reported a net loss of $51.85 million for the year ended Dec. 31, 2020, compared to a net loss of $18.61 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $36.68 million in total assets, $26 million in total liabilities, and $10.68 million in total stockholders' equity. Iselin, New Jersey-based Ernst & Young LLP issued a "going concern" qualification in its report dated March 1, 2021, on the consolidated financial statements for the year ended Dec. 31, 2020, citing that the Company has generated losses since inception, used substantial cash in operations, anticipates it will continue to incur net losses for the foreseeable future and requires additional capital to fund its operating needs beyond 2021. AIKIDO PHARMA: CVI, Heights Capital No Longer Shareholders ---------------------------------------------------------- CVI Investments, Inc. and Heights Capital Management, Inc. 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 AIkido Pharma Inc. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/12239/000110465922022494/tm226115d2_sc13ga.htm About AIkido Pharma Headquartered in New York, NY, AIkido Pharma Inc. fka Spherix Incorporated -- http://www.spherix.com-- was initially formed in 1967 and is currently a biotechnology company seeking to develop small-molecule anti-cancer therapeutics. The Company's activities generally include the acquisition and development of technology through internal or external research and development. In addition, the Company seeks to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. The Company may alone, or in conjunction with others, develop products and processes associated with technology development. Recently, the Company has invested in and helped develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and with its recent asset acquisition with CBM BioPharma, Inc. in December 2019. For the nine months ended Sept. 30, 2021, AIkido reported a net loss of $5.36 million. The Company reported a net loss of $12.34 million for the year ended Dec. 31, 2020, compared to a net loss of $4.18 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $104.13 million in total assets, $1.05 million in total liabilities, and $103.08 million in total stockholders' equity. ALL FOR ONE MEDIA: Posts $5.3 Million Net Income in First Quarter ----------------------------------------------------------------- All For One Media Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $5.34 million on $2,313 of revenues for the three months ended Dec. 31, 2021, compared to a net loss of $1.29 million on $2,410 of revenues for the three months ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $146,962 in total assets, $12.94 million in total current liabilities, and a total stockholders' deficit of $12.79 million. "We currently have no external sources of liquidity, such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital. We expect to require additional financing to fund our current operations for fiscal 2022. There is no assurance that we will be able to obtain additional financing on acceptable terms or at all," All For One Media said. "If we are unable to raise the funds required to fund our operations, we will seek alternative financing through other means, such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1286459/000147793222000934/afom_10q.htm About All For One Media All for One Media Corp., incorporated in the State of Utah on March 2, 2004, is a media and entertainment company focused on creating, launching and marketing original pop music groups commonly referred to as "boy bands" and "girl groups." The Company's former operations were in the business of acquiring, training, and reselling horses with an emphasis in the purchase of thoroughbred weanlings or yearlings that were resold as juveniles. All For One reported a net loss of $3.12 million for the year ended Sept. 30, 2021, compared to a net loss of $8.74 million for the year ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $122,622 in total assets, $18.61 million in total current liabilities, and a total stockholders' deficit of $18.49 million. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 17, 2021, citing that the Company has a net loss and cash used in operations of $3,115,470 and $660,935, respectively, for the year ended Sept. 30, 2021. Additionally, the Company had an accumulated deficit of $27,568,913 and working capital deficit of $18,491,425 as of Sept. 30, 2021. These matters raise substantial doubt about the Company's ability to continue as a going concern. AMADEUS THERAPY: $1.57M Sale to Wedge Management to Fund Plan ------------------------------------------------------------- Amadeus Therapy, Inc., submitted a First Amended Disclosure Statement describing First Amended Plan dated Feb. 21, 2022. This First Amended Disclosure Statement is filed to update the original Disclosure filed in this case to reflect the sale of the real property of Debtor to Wedge Management LLC. Mr. Hahn brought to Debtor offer from Wedge Management, L.L.C. to purchase the Property for $1,700,000.00, free and clear of all liens. Debtor filed its Section 363 motion for approval of this sale and the hearing was held February 3, 2022 at 11:30 a.m. At that time Wedge reduced its offer to $1,571,000.00. There were no higher or better bids. This sale was ultimately approved by the Court in final form on February 16, 2022. This is a single asset realty case. The Property is the only asset of the Debtor. Its value was set by the Court approved sale to Wedge for $1,571,000.00. Before the Wedge offer came in, Debtor had filed on December 16, 2021 a Motion for Authority to Obtain Postpetition Financing on a Secured Basis under 11 U.S.C. § 364(d). This Motion sought approval of a $1,000.000.00 loan from Legalist DIP GP, LLC ("DIP Lender"). With the sale of the Property to Wedge, Debtor will no longer be pursuing this Motion. The sale of the Property paid the secured debts to Paradise and the Maricopa County Assessor (property tax) in full in the amounts agreed upon by these parties. After deducting closing costs, the sale paid $630,700.91 to Debtor's Debtor in Possession general account and $104,000.00 to the IOLTA trust account of Debtor's attorney, Harold E. Campbell. Pursuant to the agreement of the parties and order of the Court, this $104,000.00 is being held to satisfy the contested claim of Horizon Real Estate Group Inc. If this claim is denied or found to be in an amount less than $104,000.00, the remaining funds will be paid to the Debtor in Possession general account. Debtor will no longer be operating a business except as to conclude this bankruptcy case. Class 2 consists of the claim of Paradise Wire & Cable, Inc., Defined Benefit Pension Plan; Barry Zemel CPA PC Money Purchase Pension Plan as Amended and restated February 1, 1989; Leonard A Frankel Trust dated May 18, 1994; and Randolph O. Persson Separate Property Trust dated May 1, 2000. This secured claim was paid and satisfied directly from the sale of the Property in the amount of $642,000.00. This was a reduction by Paradise from its claim of $660,114.50. Class 4 consists of Maricopa County Assessor Claim. This is a claim for back property taxes in the amount of $111,462.64, secured by a lien on the Property. This claim was paid in full by the sale and will therefore receive nothing further under the Plan. Class 5 consists of Undisputed unsecured claims. These creditors are E&B Accounting, Gabriel Martinez, Ron Horton, the Small Business Administration (EIDL loan), and US Development and Construction. These claims will be paid in full on the effective date. Class 6 consists of Horizon Real Estate Group Inc. Claim. Per its proof of claim, this is an unsecured claim for at least $100,000.00, allegedly for realtor fees due for prepetition work. Debtor objects to this claim as this creditor never brought in a sale and the extension of its listing agreement was never signed by an officer of Debtor. Per Exhibit B, $104,000.00 was deposited into the IOLTA trust account of Debtor's attorney for possible satisfaction of this claim. Debtor will file an objection to this claim and the Court will resolve its validity. If this claim is denied or found to be in an amount less than $104,000.00, the remaining funds will be paid to the Debtor in Possession general account. If the Court finds the claim to be valid in the amount of $104,000.00, it will be paid from this account Class 7 consists of Vickie L. Simpson/Vickie L. Simpson Living Trust Claim. This insider claim in unliquidated, and as explained herein, concerns a potential claim of ownership of Debtor. Per an October 22, 2021 pre-filing agreement, Debtor and Simpson agreed litigate this question in a court of competent jurisdiction-which will be the Maricopa County Superior Court- if they cannot come to an agreement. Accordingly, she will retain her rights in this case to resolve this dispute outside of bankruptcy after this bankruptcy is closed. Class 8 consists of Bridget O'Brien Claim. Bridget is the sole shareholder of Debtor, and as such is an insider. O'Brien's sole shareholder status will be decided by the October 22, 2021 pre-filing agreement with Simpson outside of this bankruptcy after it is closed. It is anticipated that after all claims are paid in this bankruptcy, there will be surplus funds left in Debtor between $90,000.00 and $190,000.00, depending on the outcome of the Class 6 contested claim. The Debtor's Plan will be funded by its sale of the Property to Wedge Management, L.L.C. A full-text copy of the First Amended Disclosure Statement dated Feb. 21, 2022, is available at https://bit.ly/3haAs14 from PacerMonitor.com at no charge. Attorney for Debtor: Harold E. Campbell, Esq. Law Offices of Harold E. Campbell PC 910 West McDowell Phoenix, AZ 85007 Telephone: (480) 839-4828 Facsimile: (480) 897-1461 Email: heciii@haroldcampbell.com About Amadeus Therapy Amadeus Therapy, Inc., is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns real properties in Avondale, Ariz., having a current value of $1.77 million. Amadeus Therapy filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-08245) on Nov. 4, 2021, listing $1.775 million in assets and $1.205 million in liabilities. Bridget O'Brien, president and director, signed the petition. Judge Brenda K. Martin oversees the case. Harold E. Campbell, Esq., at the Law Offices of Harold E. Campbell PC represents the Debtor as bankruptcy counsel. AMERICAN CRYOSTEM: Delays 10-Q Filing for Period Ended Dec. 31 -------------------------------------------------------------- American CryoStem Corporation filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended Dec. 31, 2021. American CryoStem said the compilation, dissemination and review of the information required to be presented in the Form 10-Q could not be completed and filed by Feb. 14, 2022, without undue hardship and expense to the company. The company anticipates that it will file its Form 10-Q for the period ended Dec. 31, 2021 within the "grace" period provided by Securities Exchange Act Rule 12b-25. About American CryoStem Eatontown, New Jersey-based American CryoStem Corporation (OTC: CRYO) -- http://www.americancryostem.com-- is a developer, marketer and global licensor of patented adipose tissue-based cellular technologies and related proprietary services with a focus on processing, commercial bio-banking and application development for adipose (fat) tissue and autologous adipose-derived regenerative cells (ADRCs). American CryoStem reported a net loss of $2.88 million for the year ended Sept. 30, 2021, compared to a net loss of $1.18 million for the year ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $1.06 million in total assets, $2.90 million in total liabilities, and a total shareholders' deficit of $1.85 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 13, 2022, citing that the Company has incurred significant losses since inception. This factor raises substantial doubt about the Company's ability to continue as a going concern. AMERICAN CRYOSTEM: Issues Going Concern Doubt Warning ----------------------------------------------------- American CryoStem Corporation warned in a recent regulatory filing that the Company has incurred significant losses since its inception which raises substantial doubt about the Company's ability to continue as a going concern. "Management has made this assessment for the period one year from date of the issuance of this report. Management's plans with regard to this matter are to continue to fund its operations through fundraising activities in fiscal 2022 for future operations and business expansion. The Company has executed a firm Letter of Intent (LOI) for a $10 million financing with EF Hutton in 2022," American CryoStem said in its Form 10-Q report for the three-month period ended December 31, 2022. American CryoStem Corporation is in the business of collecting adipose tissue, processing it to separate the adult stem cells, preparing such stem cells for long-term storage and developing autologous mesenchymal stem cell therapies. As of Dec. 31, 2021, the Company had $1.14 million in total assets against $2.57 million in total liabilities. AMERICAN EAGLE: PCO Taps Greenberg Traurig as Bankruptcy Counsel ---------------------------------------------------------------- Suzanne Koenig, the patient care ombudsman appointed in the Chapter 11 cases of American Eagle Delaware Holding Company, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Greenberg Traurig, LLP as her legal counsel. The firm's services include: a. representing the ombudsman in any proceeding or hearing in the bankruptcy court, and in any action in other courts where the rights of the patients may be litigated or affected as a result of their bankruptcy filing; b. advising the ombudsman concerning the requirements of the Bankruptcy Code and Bankruptcy Rules relating to the discharge of her duties under Section 333 of the Bankruptcy Code; c. advising and representing the ombudsman in evaluating any patient or healthcare related issues; and d. performing other legal services, including assisting the ombudsman with the preparation of reports required by the court, fee applications or other matters. The hourly rates charged by the firm for its services are as follows: Shareholders/Of Counsel $450 to $1,800 per hour Associates $250 to $1,075 per hour Legal Assistants/Paralegals $150 to $525 per hour The firm will also seek reimbursement for out-of-pocket expenses. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Nancy Peterman, Esq., a partner at Greenberg Traurig, disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Ombudsman and the firm expect to develop a prospective budget and staffing plan, recognizing that in the course of the Bankruptcy Cases, there may be unforeseeable fees and expenses that will need to be addressed by the Ombudsman and the firm. Ms. Peterman disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Nancy A. Peterman, Esq. Greenberg Traurig, LLP 77 West Wacker Drive, Suite 3100 Chicago, IL 60601 Tel: (312) 456.8400 Fax: (312) 899.0341 Email: PetermanN@gtlaw.com About American Eagle Delaware Holding Company Established in 2018, Eagle Senior Living -- https://www.eagleseniorliving.org/ -- is a non-profit provider of senior living services across the United States, providing care on a daily basis to approximately 1,000 residents. Eagle Senior Living and related entities operate 15 residential senior care facilities located across the country, from Colorado, Minnesota, Wisconsin, and Ohio to Alabama, Tennessee, and Florida. On Jan. 14, 2022, American Eagle Delaware Holding Company and 16 affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10028) to seek confirmation of their prepackaged plan. The Debtors' cases have been assigned to Judge J. Kate Stickles. Parent company American Eagle Lifecare Corporation and management company Greenbrier Senior Living are not included in the Chapter 11 filing. Greenbrier Senior Living continues to manage all of the communities. American Eagle Delaware Holding estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. The Debtors are represented in the Chapter 11 cases by Polsinelli PC as legal counsel. FTI Consulting Inc. and Blueprint Healthcare Real Estate Advisors, LLC serve as financial advisor and real estate advisor, respectively. Epiq Corporate Restructuring, LLC is the claims agent and administrative advisor. Suzanne Koenig is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. Greenberg Traurig, LLP and SAK Management Services, LLC serve as the PCO's legal counsel and medical operations advisor, respectively. AMERICAN EAGLE: PCO Taps SAK Mgmt. as Medical Operations Advisor ---------------------------------------------------------------- Suzanne Koenig, the patient care ombudsman appointed in the Chapter 11 cases of American Eagle Delaware Holding Company, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to tap her own firm, SAK Management Services, LLC, as her medical operations advisor. The firm's services include: a. conducting interviews of residents, family members, guardians and facility staff as required; b. reviewing license and governmental permits; c. reviewing adequacy of staffing, supplies and equipment; d. reviewing safety standards; e. reviewing facility maintenance issues or reports; f. reviewing resident, family, staff or employee complaints; g. reviewing risk management reports; h. reviewing litigation relating to the Debtors; i. reviewing resident records; j. reviewing any possible sale, closure or restructuring of the Debtors and how it impacts residents; k. reviewing other information, as applicable to the Debtors and these cases, including, without limitation, resident satisfaction survey results, regulatory reports, utilization review reports, discharged and transferred resident reports, staff recruitment plans, and nurse, resident and acuity staffing plans; l. reviewing various financial information; and m. providing the ombudsman with such other services as may be required under the circumstances of these cases, including any diligence or investigation required for the reports to be submitted by the ombudsman. The hourly rates charged by the firm for its services are as follows: Suzanne Koenig $400 per hour Jennifer Meyerowitz $400 per hour Joyce Ciyou $375 per hour Rick Snider $375 per hour Inge Turner $100 per hour The firm will also seek reimbursement for out-of-pocket expenses. Ms. Koenig, who serves as president of SAK Management Services, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Suzanne Koenig SAK Management Services, LLC 300 Saunders Rd. Riverwoods, IL 60015 Tel: (847) 446-8400 Fax: 847-446-8432 Email: skoenig@sakmgmt.com About American Eagle Delaware Holding Company Established in 2018, Eagle Senior Living -- https://www.eagleseniorliving.org/ -- is a non-profit provider of senior living services across the United States, providing care on a daily basis to approximately 1,000 residents. Eagle Senior Living and related entities operate 15 residential senior care facilities located across the country, from Colorado, Minnesota, Wisconsin, and Ohio to Alabama, Tennessee, and Florida. On Jan. 14, 2022, American Eagle Delaware Holding Company and 16 affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10028) to seek confirmation of their prepackaged plan. The Debtors' cases have been assigned to Judge J. Kate Stickles. Parent company American Eagle Lifecare Corporation and management company Greenbrier Senior Living are not included in the Chapter 11 filing. Greenbrier Senior Living continues to manage all of the communities. American Eagle Delaware Holding estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. The Debtors are represented in the Chapter 11 cases by Polsinelli PC as legal counsel. FTI Consulting Inc. and Blueprint Healthcare Real Estate Advisors, LLC serve as financial advisor and real estate advisor, respectively. Epiq Corporate Restructuring, LLC is the claims agent and administrative advisor. Suzanne Koenig is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. Greenberg Traurig, LLP and SAK Management Services, LLC serve as the PCO's legal counsel and medical operations advisor, respectively. ANSON FINANCIAL: Taps Sullivan & Cook as Special Counsel -------------------------------------------------------- Anson Financial, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Sullivan & Cook, LLC as special counsel. The Debtor requires a special counsel in the adversary proceeding (Adv. No. 21-04071) involving Brian Frazier and his company, Frazier Asset Management, Inc. The firm will be paid at the rate of $395 per hour and will also be reimbursed for its out-of-pocket expenses. Jason Ankele, Esq., a partner at Sullivan & Cook, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jason Ankele, Esq. Sullivan & Cook, LLC 600 E. Las Colinas Blvd. 1300 Irving, TX 75039 Tel: (214) 520-7494 About Anson Financial Anson Financial, Inc. filed a petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 21-41517) on June 25, 2021, listing as much as $10 million in both assets and liabilities. J. Michael Ferguson, president, signed the petition. Judge Edward L. Morris oversees the case. The Debtor tapped Weycer, Kaplan, Pulaski & Zuber, P.C. and Lee Law Firm, PLLC as bankruptcy counsels. Magan Law, PLLC and Sullivan & Cook, LLC serve as the Debtor's special counsels. APPLIED DNA: CEO James Hayward Has 6.45% Equity Stake ----------------------------------------------------- James A. Hayward disclosed in a Schedule 13D filed with the Securities and Exchange Commission that he beneficially owns 506,481 shares of common stock of Applied DNA Sciences, Inc., representing 6.45 percent of the shares outstanding. The percentage calculation is based on 7,486,120 shares of common stock outstanding as of Feb. 4, 2022. Mr. Hayward is the chief executive officer and president of Applied DNA. He is also the chairman of the Board of Directors of the issuer. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/744452/000110465922023252/tm226728d1_sc13d.htm About Applied DNA Applied DNA -- http//www.adnas.com -- is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping, and pre-clinical nucleic acid-based therapeutic drug candidates. Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion. Applied DNA reported a net loss of $14.28 million for the year ended Sept. 30, 2021, compared to a net loss of $13.03 million for the year ended Sept. 30, 2020. As of Dec. 31, 2021, the Company had $11.40 million in total assets, $3.01 million in total liabilities, and $8.39 million in total equity. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 9, 2021, citing that the Company incurred a net loss of $14,278,439 and generated negative operating cash flow of $13,387,955. These factors raise substantial doubt about the Company's ability to continue as a going concern. APPLIED DNA: CVI, Heights Capital Lower Stake to Less Than 1% ------------------------------------------------------------- CVI Investments, Inc. and Heights Capital Management, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 18,375 shares of common stock of Applied DNA Sciences, Inc., representing 0.2 percent of the shares outstanding. The Company's Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2021 indicates there were 7,486,120 shares outstanding as of Dec. 2, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/744452/000110465922022496/tm226115d3_sc13ga.htm About Applied DNA Applied DNA -- http//www.adnas.com -- is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping, and pre-clinical nucleic acid-based therapeutic drug candidates. Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion. Applied DNA reported a net loss of $14.28 million for the year ended Sept. 30, 2021, compared to a net loss of $13.03 million for the year ended Sept. 30, 2020. As of Dec. 31, 2021, the Company had $11.40 million in total assets, $3.01 million in total liabilities, and $8.39 million in total equity. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 9, 2021, citing that the Company incurred a net loss of $14,278,439 and generated negative operating cash flow of $13,387,955. These factors raise substantial doubt about the Company's ability to continue as a going concern. ASCEND PERFORMANCE: Moody's Hikes CFR to Ba3, Outlook Stable ------------------------------------------------------------ Moody's Investors Service has upgraded Ascend Performance Materials Operations LLC's Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD and the company's senior secured term loan to Ba3 from B1. The outlook is changed to stable from positive. "Ascend's rating upgrade reflects its improved business profile through reinvestments in operational reliability and new production capacity. Such investments will improve efficiency, lift earnings and allow the company to better cope with the cyclicality in the Nylon 6,6 industry. The company has already improved its earnings in the last several years thanks to tight supply conditions, increasing sales of value-added products and more favorable long-term customer contracts, which in turn allowed it to reinvest into its business. Ascend's business scale, market position and geographic diversity are comparable with other Ba3 rated peers," said Jiming Zou, Moody's Vice President and lead analyst for Ascend Performance Materials Operations LLC. Upgrades: Issuer: Ascend Performance Materials Operations LLC Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Gtd Senior Secured Term Loan B, Upgraded to Ba3 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: Ascend Performance Materials Operations LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE Ascend's Ba3 CFR reflects its leading market position in the Nylon 6,6 industry, its vertically integrated production of ADN, a key intermediate for Nylon 6,6 with high entry barriers, as well as continued investments to enhance operational reliability and meet growing demand on engineered materials. The company is one of only a few back integrated Nylon 6,6 producers in the world. Nylon 6,6 demand continues to grow thanks to its heat resistance and lightweight features that help automakers meet emission regulations and improve fuel efficiency. The company has grown its portfolio of value-added engineering resins and entered into more favorable long term contracts with margin protection for a large share of its sales. With good earnings generation, Ascend has reinvested in production capacity and operational reliability in the last several years. Such investments will continue in the next two years and help strengthen earnings and cash flows over time. Moody's expect pent-up demand from the automotive and electronics industry, coupled with tight Nylon 6,6 supply, will keep Ascend's earnings above its mid-cycle level with adjusted debt leverage below 3.0x and sufficient cash flows to fund its elevated capital expenditure in the next two years. Adjusted debt leverage at the end of 2021 was only about 2.0x, thanks to earnings recovery from the pandemic. Moody's expect the company to better cope with the inherently cyclical Nylon 6,6 industry after business investments and maintain its average debt leverage below 4.0x over a business cycle, with maximum leverage below 5.0x and positive free cash flow generation during a downturn. The Ba3 rating also factors in SK Capital's long-term investment strategy and its track record as well as its intention to support Ascend's business growth with less aggressive leverage compared to other PE-owned companies. Ascend is mainly owned by SK Capital's principals with a long-term investment horizon. Environmental risks remain elevated, as many of the intermediates used to produce Nylon 6,6 are corrosive, hazardous or toxic. Ascend will continue to invest in energy efficiency and environmental projects and has committed to significantly reducing its greenhouse gas emissions. Ascend's Ba3 CFR remains constrained by its business concentration in Nylon 6,6 chain products, volatile earnings pattern, as well as risks associated with business acquisitions and shareholder distributions. Ascend's operating performance will continue to be affected by the supply-demand balance in the nylon 6,6 markets, and its large exposure to the automotive industry. The tight supply conditions and high profits in the Nylon 6,6 industry are likely to accelerate capacity expansions and end the cyclical upturn faster than expected. Product substitutions, volatile raw material prices and competition against industry peers also pose challenges to Ascend's Nylon 6,6 business. In addition, it's possible the company participates in industry consolidation or makes shareholder distributions. Ascend's liquidity is adequate to support its operation over the next four quarters, including nearly $400 million availability at the end of 2021 under its $450 million asset-based revolving credit facility (unrated) due in 2024. While elevated capital expenditure will likely absorb cash generated from the businesses in the next two years, Moody's expect capital expenditure will normalize and free cash flow will turn positive from 2024 on. The company will rely on its asset-based revolving credit facility to cover working capital needs during the year. The credit agreement for the asset-based revolving credit facility contains a springing fixed charge coverage ratio test set at 1.00x. Moody's expects that the company coverage ratio will remain well above this level over the next two years. The Ba3 rating on the company's $1.1 billion senior secured term loan is in line with the company's CFR, reflecting the preponderance of the term loan in the debt capital structure, despite its effective subordination to the $450 million asset-based revolving credit facility. Moody's ranks the revolver ahead of the term loan in Moody's Loss-Given Default framework based on its access to more liquid collateral in a default scenario compared to the Term Loan. The ABL has a first priority lien on current assets and a second priority lien on fixed assets. The Term Loan has a first priority lien on fixed assets and a second priority lien on current assets. The stable outlook reflects Moody's expectation that the company will maintain good earnings and its credit metrics will remain adequate for the rating in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upgrade potential is limited by the company's business scale, diversity and continued private equity ownership. However, Moody's could consider upgrading the rating, if Ascend improves its business scale, diversity and reduces its earnings volatility, maintains its adjusted debt leverage consistently below 3 times, generates strong positive free cash flows and is committed to more conservative financial policies. Moody's could downgrade the rating, if the company fails to sustain its strong market position and defend its earnings against the downturn, or pursues more aggressive financial policies. Adjusted debt leverage above 4x over a cycle or above 5x during a downturn, diminishing free cash flow or weakened liquidity profile would also trigger a downgrade The principal methodology used in these ratings was Chemical Industry published in March 2019. Ascend Performance Materials Operations LLC ("Ascend") is an integrated propylene based producer of Nylon 6,6. SK Titan Holdings LLC bought the company from Solutia in 2009 and a small remaining equity interest in 2011. Headquartered in Houston, Texas, Ascend generated about $3.2 billion of revenues in 2021. ASPIRA WOMEN'S: Robert Drysale Has 5.7% Stake as of Dec. 31 ----------------------------------------------------------- Robert H. Drysale disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Dec. 31, 2021, he beneficially owns 6,412,826 shares of common stock of Aspira Women's Health, Inc., representing 5.7% (based on 112,126,549 common shares outstanding as of Nov. 8, 2021 per Issuer's 10-Q). A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/926617/000165495422001616/drysdale_sc13d.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. AUBURN RAVINE: Seeks to Hire Michael D. Mahon as Attorney --------------------------------------------------------- Auburn Ravine Venture LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire the Law Office of Michael D. Mahon as its attorneys. The firm will provide legal services in bankruptcy case 2022-20091, and all related adversary claims, all DIP financing negotiation, and all other related representation of the Debtor. The firm will charge $300 per hour for all work done in the bankruptcy. As disclosed in the court filings, the Law Office of Michael D. Mahon has no connection with the Debtor, its creditors, or any other party in interest, their respective attorneys or accountants, the US Trustee, or any person employed by the Office of the US Trustee. The firm can be reached through: Michael Mahon, Esq. LAW OFFICE OF MICHAEL D. MAHON 9951 Grant Line Road Elk Grove, CA 95624 Tel: 916-599-8125 Email: michaelmahon1973@live.com About Auburn Ravine Venture Auburn Ravine Venture LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Auburn Ravine Venture sought Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 22-20091.) on Jan. 14, 2022. In the petition filed by Joseph Bertolino, president of JB Land Company, Inc., managing member, Auburn Ravine Venture listed estimated total assets of $2,200,000 and estimated total liabilities of $1,500,000. The case is handled by Honorable Judge Fredrick E. Clement. Michael Mahon, Esq., of LAW OFFICE OF MICHAEL D. MAHON, is the Debtor's counsel. AUBURN SCHOOL: Wins Cash Collateral Access Thru July 31 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has authorized Auburn School LLC and School Place LLC to use cash collateral on a final basis through July 31, 2022. The Court, however, denied the proposed "carve-out". The Debtors are authorized to use, as cash collateral, any revenues derived in the ordinary course of their business, all accounts receivable of the Debtors, and all amounts currently held in the Debtors' banking accounts but only consistent with and subject to the terms and conditions of the Final Order. U.S. Bank National Association asserts an interest in the Debtors' cash collateral. Each Debtor is directed to deposit all rental income received and make expense payments from the established debtor-in-possession account. On or before the 21st day of each month, the Debtor will file a written report reflecting a comparison of the budget to actual financial performance for the prior month. As adequate protection, the Prepetition Parties are granted replacement liens and security interests in the same types and kinds of the Debtors' property arising, acquired or created on or after November 7, 2021, in which the Prepetition Secured Party holds pre-petition liens and security interests. The liens, mortgages and security interests granted to the Prepetition Secured Lenders will be deemed effective, valid, and perfected, ex post facto to the Petition Date, without the necessity of the filing or recording by or with any entity or public filing or recording office of any documents or instruments otherwise required to be filed or recorded under applicable non-bankruptcy law. As additional adequate protection, each Prepetition Secured Party will have a superpriority administrative expense claim. A "carve-out" -- a colloquial term for a certain device used in negotiated agreements for use of cash collateral -- is a voluntary setting aside by a secured creditor of its security interest for the benefit of the estate, in essence a gift by the creditor. In Auburn School's case, the Court notes the Debtor does not contend that the secured creditors have made such a gift and even concedes that they "have not assented to the Carve-Out." "Neither the Debtor nor the Court has the authority to do what the Debtor is seeking by this so-called carve-out," Bankruptcy Judge Frank J. Bailey held. A copy of the final order is available at https://bit.ly/3HhMn86 from PacerMonitor.com. About Auburn School and School Place Auburn School, LLC and School Place, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Mass. Case Nos. 21-11620 and 21-11621) on Nov. 7, 2021, listing up to $1 million to $10 million in both assets and liabilities. Lou G. Makrigiannis, manager, signed the petitions. Judge Frank J. Bailey oversees the cases. Michael Van Dam, Esq., at Van Dam Law LLP serves as the Debtors' legal counsel. BETTER 4 YOU: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Better 4 You Breakfast, Inc. d/b/a Better4YouMeals d/b/a Better 4 You Breakfast d/b/a Better 4 You Meals d/b/a B4YB 5743 Smithway, #103 Los Angeles, CA 90040 Business Description: Better 4 You is a school meal vendor serving breakfast, lunch, snack and supper to students. Chapter 11 Petition Date: February 24, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-10994 Judge: Hon. Barry Russell Debtor's Counsel: Daniel A. Tilem, Esq. LAW OFFICES OF DAVID A. TILEM 206 North Jackson Street, Ste. 201 Glendale, CA 91206 Tel: 818-507-6000 Fax: 818-507-6800 Email: DavidTilem@TilemLaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Fernando Castillo as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PE3XH2A/Better_4_You_Breakfast_Inc__cacbke-22-10994__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Alliance Funding Equipment Loan $1,003,459 3745 W. Chapman Ave. Suite 200 Orange, CA 92868 Tel: (714) 704-1440 Email: SFriedrich@afg.com 2. Bestway Sandwiches Food $636,949 1530 1st St. San Francisco, CA 91340 Tel: (818) 361-1800 Email: info@bestwaysandwiches.com 3. Compwest Insurance Insurance $363,568 Company PO Box 101563 Pasadena, CA 91189-1563 Analisa Angeles Tel: (619) 450-1684 Email: Analisa.Angeles@usi.com 4. Employment Development Payroll Taxes $440,000 Department PO Box 989061 West Sacramento, CA 95798 5. Enterprise Truck Rental $467,706 333 City Blvd. W 1008 Orange, CA 92868 Tel: (323) 221-7005 Email: 32bbradmin@ehi.com 6. Global Food Solutions Food $137,101 PO Box 11115 Hauppauge, NY 11788 Tel: (631) 348-8989 Email: jmuldowney@afmnet.com 7. J & J Snack Foods Corp. Food $141,037 PO Box 845054 Los Angeles, CA 90084-5054 Tel: (541) 566-3511 Email: arjjca@jjsnack.com 8. Leumi Bank Revolver $11,624,066 5555 W. 5th Street Suite 3300 Los Angeles, CA 90013 Tel: 907-885-7790 Email: Ed.Park@leumiusa.com 9. Leumi Bank Nonrevolving $4,861,036 555 W. 5th Street Term Loan Suite 3300 Los Angeles, CA 90013 Tel: 907-885-7790 Email: Ed.Park@leumiusa.com 10. Me Gusta Gourmet Foods Food $194,676 13752 Van Nuys Blvd. Pacoima, CA 91331 Tel: (818) 896-8789 Email: thetamalecafe@yahoo.com 11. Moreno Brothers Food $164,817 Distributing 5743 Smithway Street , Ste 103 Commerce, CA 90040 Tel: (323) 838-5555 Email: ap@morenobrosdist.com 12. P & R Paper Supply Packaging $228,615 Company, Inc. P.O. Box 590 Redlands, CA 92373 Tel: (909) 794-1108 Email: joe.anderson@impeialade.com 13. Philadelphia Indemnity Insurance $209,158 Insurance Co. PO Box 70251 Philadelphia, PA 19176 Analisa Angeles Tel: 610-537-2526 Email: Analisa.Angeles@usi.com 14. Rockview Food $663,162 PO Box 668 Downey, CA 90241 Tel: (562) 927-5511 Email: belkyn@rockviewfarms.com 15. Samson Horus, LLC Business Loan $490,000 400 Rella Blvd. Suite 165-101 Suffern, NY 10901 Tel: 1-800-770-9525 16. Sysco Los Angeles, Inc. Food $210,373 20701 East Currier Road Walnut, CA 91789 Ignacio Martinez Tel: (800) 797-2627 Email: Martinez.Ignacio@la.sysco.com 17. US Foods, Inc. Food $434,175 File 6993 Los Angeles, CA 90074-6993 Art Saballa Tel: (714) 670-3500 Email: art.saballa@usfoods.com 18. Vernon Capital Business Loan $240,000 383 Kingston Ave. Suite 343 Brooklyn, NY 11213 Email: Underwriting@vern oncapitalgroup.com 19. Vox Funding Business Loan $250,000 14 E 44th St 4th Floor New York, NY 10017 Email: support@voxfunding.com 20. Wild Fresh Produce Food $814,052 PO Box. 32658 Los Angeles, CA 90032 Email: ordersproduce@gmail.com BLINK CHARGING: Susquehanna Entities Report 4.5% Equity Stake ------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities reported that as of Dec. 31, 2021, they beneficially own 1,912,386 shares of common stock of Blink Charging Co., representing 4.5 percent of the shares outstanding: (i) G1 Execution Services, LLC (ii) Susquehanna Fundamental Investments, LLC (iii) Susquehanna Investment Group (iv) Susquehanna Securities, LLC The Company's Quarterly Report on Form 10-Q, filed on Nov. 12, 2021, indicates that there were 42,200,051 shares outstanding as of Nov. 9, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1429764/000110465922022349/tm225754d3_sc13ga.htm About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is an owner and operator of electric vehicle charging stations in the United States and a growing presence in Europe, Asia, Israel, the Caribbean, and South America. The Blink Network utilizes proprietary cloud-based software that operates, maintains, and tracks the EV charging stations connected to the network, along with the associated charging data. The Company has established key strategic partnerships to roll out adoption across numerous location types, including parking facilities, multifamily residences and condos, workplace locations, health care/medical facilities, schools and universities, airports, auto dealers, hotels, mixed-use municipal locations, parks and recreation areas, religious institutions, restaurants, retailers, stadiums, supermarkets, and transportation hubs. Blink Charging reported a net loss of $17.85 million for the year ended Dec. 31, 2020, a net loss of $9.65 million for the year ended Dec. 31, 2019, and a net loss of $3.42 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $238.77 million in total assets, $14.41 million in total liabilities, and $224.37 million in total stockholders' equity. BOY SCOUTS: Reaches $2M Deal With Abuse Victims Firm Over Email --------------------------------------------------------------- James Nani of Bloomberg Law reports that a law firm representing sex abuse victims in the Boy Scouts of America's bankruptcy case will pay $2 million to settle a dispute over an email that threatened to taint the vote on the nonprofit's Chapter 11 plan. The firm, Pachulski Stang Ziehl & Jones LLP, agreed to pay $1.25 million to the Boy Scouts for the organization's Youth Protection Program and forgo $750,000 in fees, according to an order signed Friday by U.S. Bankruptcy Judge Laurie Selber Silverstein. The settlement with the Boy Scouts was incorporated into the organization's proposed Chapter 11 plan. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRAZOS ELECTRIC: ERCOT Ex-CEO Magness Asked to Be Fired ------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Bill Magness, former chief executive officer of the Electric Reliability Council of Texas, requested his own firing after millions of Texans lost power during last 2021's winter storm. Testifying in a trial over Brazos Electric Power Cooperative's unpaid power bills, Magness said Wednesday, February 23, 2022, he realized his position atop the grid operator was "untenable" as backlash against Ercot grew in the storm's wake. Ercot raised power prices to the legal maximum for several days during the storm, resulting in huge bills for some companies and windfalls for generators. About Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. 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. BRAZOS ELECTRIC: Tries to Escape $1.1 Billion Storm Charges ----------------------------------------------------------- Jeremy Hill, writing for Bloomberg News, reports that it was a $1.9 billion bill that forced Brazos Electric Power Cooperative, one of Texas' oldest and most creditworthy power sellers, into bankruptcy last 2021. Now a federal judge is being asked to make more than half the sum disappear. Brazos Electric on Tuesday, February 22, 2022, kicked off a long-awaited trial against the state's grid operator, the Electric Reliability Council of Texas, over sky-high power bills racked up during a devastating winter storm last year. Ercot raised prices to $9,000 per megawatt-hour -- the legal maximum -- for several days during the storm, forcing Brazos to buy electricity so pricey. About Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. 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. BRINTON AND PAVILION: S&P Places 'CCC-' Bond Ratings on Watch Neg. ------------------------------------------------------------------ S&P Global Ratings placed the following ratings on CreditWatch with negative implications: -- 'CCC-' long-term rating on the Pennsylvania Housing Finance Agency's series 2015 special limited obligation revenue bonds, issued for Brinton Apartments Penn (Brinton Manor Apartments and Brinton Towers Apartments Project); and -- 'CCC' long-term rating on the Philadelphia Authority for Industrial Development's series 2016A and 2016B senior housing revenue bonds, issued for Pavilion Apartments Penn LLC (The Pavilion). Both Brinton Apartments Penn and Pavilion Apartments Penn are affiliates of JPC Charities, an Ohio 501(c)(3) nonprofit corporation. "The negative CreditWatch placements reflect our view of JPC Charities' failure to provide critical information regarding project performance, management policies, and ability and willingness to pay upcoming debt service payments," said S&P Global Ratings credit analyst Daniel Pulter. Failure to receive the requested information from JPC Charities within 30 days will likely result in our withdrawal of the ratings. CARVANA CO: CVAN Holdings, et al. Hold 9.5% of Class A Shares ------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of 9,345,376 shares of Class A common stock of Carvana Co., representing 9.50 percent of the shares outstanding: 1. CVAN Holdings, LLC 2. CVAN Holding Company, LLC 3. Delaware Life Holdings Parent, LLC 4. Delaware Life Holdings Parent II, LLC 5. Delaware Life Holdings Manager, LLC 6. Mark Walter The 9.50% is based on 85,587,265 shares of Class A Common Stock outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on Nov. 4, 2021 plus 4,300,000 shares of Class A Common Stock subsequently issued upon the exchange of certain Class A Units previously held by CVAN. The percentage assumes the exchange of all Class A Units held by CVAN for shares of Class A Common Stock, in accordance with Rule 13d-3 of the Securities Act of 1933, as amended. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1690820/000119312522041111/d154692dsc13ga.htm About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is a holding company that was formed as a Delaware corporation on Nov. 29, 2016. Carvana is an e-commerce platform for buying and selling used cars. The Company owns and operates Carvana.com, which enables consumers to quickly and easily shop vehicles, finance, trade-in or sell their current vehicle to Carvana, sign contracts, and schedule as-soon-as-next-day delivery or pickup at one of Carvana's patented, automated Car Vending Machines. Carvana Co. reported a net loss of $462.22 million in 2020, a net loss of $364.64 million in 2019, and a net loss of $254.74 million in 2018. As of Sept. 30, 2021, the Company had $5.36 billion in total assets, $4.65 billion in total liabilities, and $708 million in total stockholders' equity. * * * As reported by the TCR on May 24, 2021, S&P Global Ratings revised its ratings outlook to positive from stable and affirmed its 'CCC+' issuer credit rating on online used-car retailer Carvana Co. "The positive outlook indicates that we could raise the ratings on Carvana if the company continues to make progress in leveraging its scale to improve margins such that it can achieve near breakeven EBITDA while maintaining sufficient liquidity to pay for its cash burn for at least 18 months," S&P said. CARVANA CO: Ernest Garcia, III Holds 32.98% of Class A Shares ------------------------------------------------------------- Ernest C. Garcia, III disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, he beneficially owns 28,228,648 shares of Class A common stock of Carvana Co., representing 32.98 percent of the shares outstanding. The percentage is calculated using 85,587,265 shares of the issuer's Class A common stock outstanding as of Nov. 1, 2021, as reported in the issuer's Quarterly Report on Form 10-Q filed with the United States SEC on Nov. 4, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1690820/000169082022000052/schedule13gerniegarciaiiif.htm About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is a holding company that was formed as a Delaware corporation on Nov. 29, 2016. Carvana is an e-commerce platform for buying and selling used cars. The Company owns and operates Carvana.com, which enables consumers to quickly and easily shop vehicles, finance, trade-in or sell their current vehicle to Carvana, sign contracts, and schedule as-soon-as-next-day delivery or pickup at one of Carvana's patented, automated Car Vending Machines. Carvana Co. reported a net loss of $462.22 million in 2020, a net loss of $364.64 million in 2019, and a net loss of $254.74 million in 2018. As of Sept. 30, 2021, the Company had $5.36 billion in total assets, $4.65 billion in total liabilities, and $708 million in total stockholders' equity. * * * As reported by the TCR on May 24, 2021, S&P Global Ratings revised its ratings outlook to positive from stable and affirmed its 'CCC+' issuer credit rating on online used-car retailer Carvana Co. "The positive outlook indicates that we could raise the ratings on Carvana if the company continues to make progress in leveraging its scale to improve margins such that it can achieve near breakeven EBITDA while maintaining sufficient liquidity to pay for its cash burn for at least 18 months," S&P said. CARVANA CO: T. Rowe Price Has 15.6% Equity Stake as of Dec. 31 -------------------------------------------------------------- T. Rowe Price Associates, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, it beneficially owns 13,439,264 shares of common stock of Carvana Co., representing 15.6 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/80255/000008025522002165/cvna13gadec21.txt About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is a holding company that was formed as a Delaware corporation on Nov. 29, 2016. Carvana is an e-commerce platform for buying and selling used cars. The Company owns and operates Carvana.com, which enables consumers to quickly and easily shop vehicles, finance, trade-in or sell their current vehicle to Carvana, sign contracts, and schedule as-soon-as-next-day delivery or pickup at one of Carvana's patented, automated Car Vending Machines. Carvana Co. reported a net loss of $462.22 million in 2020, a net loss of $364.64 million in 2019, and a net loss of $254.74 million in 2018. As of Sept. 30, 2021, the Company had $5.36 billion in total assets, $4.65 billion in total liabilities, and $708 million in total stockholders' equity. * * * As reported by the TCR on May 24, 2021, S&P Global Ratings revised its ratings outlook to positive from stable and affirmed its 'CCC+' issuer credit rating on online used-car retailer Carvana Co. "The positive outlook indicates that we could raise the ratings on Carvana if the company continues to make progress in leveraging its scale to improve margins such that it can achieve near breakeven EBITDA while maintaining sufficient liquidity to pay for its cash burn for at least 18 months," S&P said. CARVANA CO: Tiger Global Entities Hold 8.49% of Class A Shares -------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of Class A shares of common stock of Carvana, Co., as of Dec. 31, 2021: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Tiger Global Investments, L.P. 5,102,888 5.96% Tiger Global Performance, LLC 7,262,905 8.49% Tiger Global Management, LLC 7,262,905 8.49% Charles P. Coleman III 7,262,905 8.49% Scott Shleifer 7,262,905 8.49% A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1167483/000091957422001402/d9179677_13g-a.htm About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is a holding company that was formed as a Delaware corporation on Nov. 29, 2016. Carvana is an e-commerce platform for buying and selling used cars. The Company owns and operates Carvana.com, which enables consumers to quickly and easily shop vehicles, finance, trade-in or sell their current vehicle to Carvana, sign contracts, and schedule as-soon-as-next-day delivery or pickup at one of Carvana's patented, automated Car Vending Machines. Carvana Co. reported a net loss of $462.22 million in 2020, a net loss of $364.64 million in 2019, and a net loss of $254.74 million in 2018. As of Sept. 30, 2021, the Company had $5.36 billion in total assets, $4.65 billion in total liabilities, and $708 million in total stockholders' equity. * * * As reported by the TCR on May 24, 2021, S&P Global Ratings revised its ratings outlook to positive from stable and affirmed its 'CCC+' issuer credit rating on online used-car retailer Carvana Co. "The positive outlook indicates that we could raise the ratings on Carvana if the company continues to make progress in leveraging its scale to improve margins such that it can achieve near breakeven EBITDA while maintaining sufficient liquidity to pay for its cash burn for at least 18 months," S&P said. CEMTREX INC: Incurs $4.5 Million Net Loss in First Quarter ---------------------------------------------------------- Cemtrex, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.53 million on $10.67 million of revenues for the three months ended Dec. 31, 2021, compared to a net loss of $1.73 million on $8.84 million of revenues for the three months ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $46.82 million in total assets, $24.40 million in total liabilities, $912,154 in non-controlling interest, and $21.51 million in total stockholders' equity. Working capital was $12,801,113 at Dec. 31, 2021, compared to $15,088,892 at Sept. 30, 2021. This includes cash and equivalents and restricted cash of $11,972,430 at Dec. 31, 2021, and $17,186,323 at Sept. 30, 2021. The decrease in working capital was primarily due to the Company's use of cash to build inventory and pay down liabilities during the first quarter of fiscal year 2022. Accounts receivable decreased $2,263,147 or 29% to $5,547,749 at Dec. 31, 2021, from $7,810,896 at Sept. 30, 2021. The decrease in accounts receivable is attributable to collections of receivables from the last quarter of fiscal year 2021 and lower revenues in this quarter and compared to the fourth quarter of fiscal year 2021. Inventories increased $1,428,411 or 25% to $7,085698 at December 31, 2021, from $5,657,287 at Sept. 30, 2021. The increase in inventories is attributable to the purchase of inventories for new products the Company plans to ship in the future. Cash used by operating activities for the three months ended Dec. 31, 2021 and 2021 was $4,352,702 and $1,078,052 respectively. The decrease in operating cash flows was primarily due to purchases on inventory and payment of accounts payable and accrued expenses. Cash used by investment activities for the three months ended Dec. 31, 2021 and 2020 was $291,666 and $675,487, respectively. Investing activities for the first quarter of fiscal year 2022 were driven by the Company's purchase of fixed assets. Cash used by financing activities for the three months ended Dec. 31, 2021 and 2020 was $632,753 and $1,629,708, respectively. Financing activities were primarily driven by payments on bank loans and notes. "We believe that our cash on hand and cash generated by operations is sufficient to meet the capital demands of our current operations for fiscal year 2022 (ending September 30, 2022). Any major increases in sales, particularly in new products, may require substantial capital investment. Failure to obtain sufficient capital could materially adversely impact our growth potential," Cemtrex said. "Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our expansion goals and working capital needs," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1435064/000149315222004966/form10q.htm About Cemtrex Cemtrex, Inc. (CETX) -- www.cemtrex.com -- is a multi-industry technology company that is driving innovation in markets such as Internet of Things (IoT), Augmented and Virtual Reality (AR & VR), and Artificial Intelligence and Computer Vision (AI & CV) in a wide range of sectors, including consumer products, industrial manufacturing, digital applications, and intelligent security & surveillance systems. Cemtrex reported a net loss of $7.88 million for the year ended Sept. 30, 2021, a net loss of $10.24 million for the year ended Sept. 30, 2020, and a net loss of $21.86 million for the year ended Sept. 30, 2019. CHURCHILL DOWNS: S&P Places 'BB' ICR on CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings placed all ratings, including the 'BB' issuer credit rating, on CreditWatch with negative implications on Churchill Downs Inc. In resolving the CreditWatch listing, S&P plans to assess the effect that Churchill Downs' acquisition of Peninsula Pacific Entertainment LLC (P2E), capital spending, and development plans will have on pro forma leverage. Churchill Downs Inc. announced its plan to acquire P2E for a purchase price of $2.485 billion, including the assumption and subsequent repayment of $850 million of P2E's debt. Churchill Downs plans to fund the transaction with a combination of new debt and cash on hand, including proceeds from the pending sale of land near Calder Casino. CreditWatch placement of S&P's ratings on Churchill Downs reflects the likely leveraging effect of the P2E acquisition, which it believes could increase leverage above its 4x downgrade threshold for the 'BB' issuer credit rating. Churchill Downs is acquiring all of P2E's assets in Virginia and New York as well as the operations of its Sioux City casino property for total consideration of $2.485 billion, which it estimates is a purchase price multiple of less than 9.0x adjusted EBITDA, including the incremental value from the recent opening and expansion of certain Virginia facilities and the incremental value that Churchill Downs expects to realize from the acquisition of the development rights related to historical horse racing in Virginia. The combination of the purchase price multiple along with the lease the company expects to incur for the Hard Rock Sioux City real estate could result in our measure of leverage, which includes the future operating lease obligation as debt, sustained above 4x. The transaction is contingent on Churchill Downs securing financing and obtaining regulatory approvals from the Virginia Racing Commission, the New York State Gaming Commission and the Iowa Racing and Gaming Commission. The company expects to close the transaction by the end of 2022. Churchill Downs' acquisition of P2E will enhance the company's geographic diversity and scale. The transaction will significantly expand Churchill Downs' geographic footprint, adding three new states (Virginia, New York, and Iowa) to its portfolio. The acquisition will also position Churchill Downs to expand its historical racing footprint outside of Kentucky through the addition of 2,700 historical racing machines in Virginia to its portfolio and the possibility to increase that footprint to 5,000 machines. P2E's current portfolio in Virginia includes the Colonial Downs Racetrack in New Kent, Virginia and six historical racing entertainment venues across Virginia, branded Rosie's Gaming Emporium. Current Rosie's locations include Collinsville, Dumfries, Hampton, New Kent, Richmond, and Vinton. The company also plans to open an additional location in Emporia, near the North Carolina border. The acquisition also significantly increases the company's scale, growing our estimated EBITDA by more than 40%. Churchill Downs' planned development spending could slow the company's deleveraging path following the acquisition. Churchill Downs has a number of expansion and new development projects that it is pursuing across its portfolio over the next few years, including Derby City Gaming Downtown, Derby City Gaming Expansion and Hotel, various projects at its Churchill Downs Racetrack, and Queen of Terre Haute casino. These projects, combined with potential development spending, to expand P2E's footprint and portfolio in Virginia could slow the company's ability to reduce leverage from the acquisition. As part of the CreditWatch resolution, S&P plans to assess the impact of the company's capital spending and development plans over the next few years on leverage and the possible EBITDA contributions from these new developments. S&P said, "In resolving the CreditWatch listing, we plan to assess the effect that the acquisition of P2E will have on Churchill Downs' pro forma leverage, including updating our performance expectations for the combined company, evaluating the size of the operating lease obligation, and meeting with management to discuss near- and longer-term growth objectives, including capital spending plans. Churchill Downs has disclosed that it projects its consolidated proforma bank covenant leverage will be less than 4.2x upon completion of the acquisition. In our view, the company's pro forma leverage heavily depends on its ability to sustain recent strong operating trends in gaming throughout 2022, the recovery of its Kentucky Derby week to pre-pandemic levels, incremental cash flow from capital investments, continued good ramp up at P2E's gaming facilities, and planned capital spending in 2022 and 2023. The resolution of our CreditWatch listing will focus heavily on Churchill Downs' ability to improve our measure of lease adjusted leverage to below 4x within a relatively short timeframe after close. At this time, we believe if a downgrade is the outcome of our review, it would likely be limited to one notch. We plan to resolve our CreditWatch placement over the next few quarters once there is more certainty that the company will secure the required financing and necessary regulatory approvals to complete the acquisition." CICO ELECTRICAL: Seeks to Hire a Certified Public Accountant ------------------------------------------------------------ CICO Electrical Contractors, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Jennifer Liu, a CPA and the owner of JMLIU CPA Accountant Corp., as its accountant. On or about Jan. 24, 2022, the Debtor's Principal, Cecilio Anthony Jaure paid Ms. Lui $2,000 of the $5,000 retainer for her to assist with preparation of the Monthly Operating Reports and unfiled tax returns for 2019 and 2020. The remaining $3,000 balance will be paid on Feb. 4, 2022 by Mr. Jaure as a gift contribution. The Debtor agrees to pay Ms. Lui at an hourly rate of $300 for the agreed services. The Debtor is also responsible for a $40 monthly subscription fee for the online Quickbooks to keep track of its financials transactions. Ms. Lui assured the court that she does not have an interest materially adverse to the interest of the Debtor or its estate. Ms. Lui can be reached at: Jennifer M. Liu, CPA, MBT 9454 Wilshire Blvd, 6th Floor, Suite 628 Beverly Hills, CA 90212 Cell Phone: (310) 801-2479 Email: jmliucpa@gmail.com About CICO Electrical CICO Electrical Contractors, Inc., an electrical contractor based in Paramount, Calif., filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-19348) on Dec. 31, 2021, listing $785,610 in assets and $2,326,689 in liabilities. Cecelio Anthony Jaure, chief executive officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. The Debtor tapped Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger as legal counsel. CITE LLC: Seeks Approval to Hire Compass as Real Estate Broker -------------------------------------------------------------- Cite LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Compass as its real estate broker. The Debtor owns and operates a fine dining restaurant at 505 N. Lake Shore Drive, 70th floor, Chicago, Illinois 60611, and owns associated real estate at 505 N. Lake Shore Drive. The firm will be assisting the Debtor to market and sell the its real property. Compass will charge the Debtor a fee, as follows: -- 4 percent-3 percent to Compass and 1 percent to Jimco Realty LLC, if Compass secures the purchaser with no cooperating broker -- 4 percent-3 percent to Jimco Realty LLC and 1 percent to Compass, if Jimco Realty LLC secures the purchaser with no cooperating broker -- 5 percent-2 percent to Compass and 1 percent to Jimco Realty LLC, if Compass secures the purchaser, with 2 percent to the cooperating broker -- 5 percent-2 percent to Jimco Realty LLC and 1 percent to Compass, if Jimco Realty LLC secures the purchaser, with 2 percent to the cooperating broker Compass is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Joe Siciliano COMPASS 2350 North Lincoln Avenue, 3rd Floor Chicago IL 60614 Phone: 312-319-1168 About Cite LLC Cite LLC, an American restaurant business, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-13730) on Dec. 3, 2021. In the petition signed by Evangeline Gouletas, managing member, the Debtor disclosed $5,517,547 in total assets and $7,945,223 in total liabilities. Judge Janet S. Baer oversees the case. The Golding Law Offices, PC serves as the Debtor's counsel. CLH INVESTMENT: Wins Cash Collateral Access ------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia has authorized CLH Investment Company, LLC to use cash collateral on a final basis in accordance with the budget, with a 15% variance, through the date of the final hearing. The Debtor requires the use of cash collateral to continue its operations and preserve the value of its assets. The Debtor owns and operates a commercial rental property 6249 Buford Highway, Norcross, Georgia. Bank of Hope asserts a first priority security interest in all rental income derived from the Property. Hanmi Bank, as successor in interest to United Central Bank, asserts a second and third priority interest in the Cash Collateral. First Citizens Bank, as successor in interest to Gwinnett Community Bank, asserts a fourth priority security interest in the Cash Collateral. As adequate protection for the Debtor's use of cash collateral, any holder of an interest in cash collateral is granted a valid and properly perfected security interest on all property acquired by the Debtor after the Petition Date. As further adequate protection, the Debtor is authorized to pay Bank of Hope $4,469 by March 10, 2022, and each month thereafter until a bankruptcy-exit plan is confirmed. Neither the Debtor nor any other party-in-interest waive any right to object to or seek additional adequate protection. A copy of the order and the Debtor's monthly budget is available at https://bit.ly/3JMHd5C from PacerMonitor.com. The Debtor projects $12,364 in rental income and $9,237 in expenses. About CLH Investment CLH Investment Company, LLC, a company based in Norcross, Ga., filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 22-50032) on Jan. 3, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Ki Hong Han, managing member, signed the petition. Judge Wendy L. Hagenau oversees the case. The Debtor tapped Will B. Geer, Esq., at Wiggam & Geer, LLC as legal counsel. CLICKSTREAM CORP: Issues Going Concern Doubt Warning ---------------------------------------------------- Clickstream Corp., a gaming app developer, warned in a recent regulatory filing there is substantial doubt about the Company's ability to continue as a going concern. In its quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the three months ended December 31, 2021, the Company disclosed that it had: * Net loss of $2,109,000; and * Net cash used in operations of $1,525,000; and * accumulated deficit of $15,673,000. "We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements," the Company said. "The Company has cash on hand of $726,000 at December 31, 2021. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as the Company has not yet generated revenues but has continuing operating expenses including but not limited to compensation, professional fees, software development and regulatory." The Company admitted it has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products or services to achieve profitable operations. "There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2022, and our current capital structure including equity-based instruments and our obligations and debts," it said. If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. "These factors create substantial doubt about the Company's ability to continue as a going concern within the twelve month period subsequent to the date that these consolidated financial statements are issued," the Company said. Management's strategic plans include: * Pursuing additional capital raising opportunities, * Continuing to explore and execute prospective partnering or distribution opportunities; and * Identifying unique market opportunities that represent potential positive short-term cash flow. Based in Beverly Hills, Calif., Clickstream Corp. and its operating subsidiaries have developed a free to play gaming app, WinQuikTM, based on an analytics platform that caters to the untapped market of casual users that will spend a few seconds to interact with a platform for free in order to win real money. The Company's primary target is not the sports betters or the fantasy players, who will join over time, but rather individuals who enjoy the low barrier to entry of entering a quick contest (short time investment) with the chance to win a prize (thrill of winning something for free). In December 2020, the Company acquired Nebula Software Corp. owner of HeyPalTM, a language exchange platform which allows users from around the world to learn new languages through interactive change and social posts. The Company is currently in the process of commercializing this platform. In November 2021, the Company launched its Android version of HeyPalTM in the Google Play Store. As of December 31, 2021, the Company had $1.12 million in total assets against $925,000 in total liabilities. COLE CAMP: Wins Cash Collateral Access on Final Basis ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri has approved the Stipulation for Use of Cash Collateral and Adequate Protection filed by Cole Camp Auto Parts, LLC and the U.S. Small Business Administration. The parties agree that the Debtor may use cash collateral from the date of the Stipulation through the date of the confirmation of the Debtor's Plan of Reorganization, subject to the lien and security interests of SBA, and only to the extent provided by the budget. SBA and the Debtor are parties to a Promissory Note and Security Agreement. Pursuant to the Loan Documents, the Debtor granted SBA a lien in all of its assets to secure all present or future indebtedness to SBA. SBA perfected its interest in and to the SBA Collateral by filing a UCC-1 financing statement with the Missouri Secretary of State. As of January 12, 2022, the Debtor is indebted to SBA under the Note and relevant Loan Documents, as follows: the amount of $140,632, consisting of principal in the amount of $133,500, and interest in the amount of $7,132. To provide SBA with adequate protection for the Debtor's use of the Post-Petition Revenues, the Debtor grants SBA replacement liens and valid, perfected and enforceable post-petition security interest in and lien upon all tangible and intangible personal property of the estate, including but not limited to, the DIP Accounts, all other accounts, general intangibles, contract rights, chattel paper, and equipment of the Debtor generated or acquired by the Debtor as debtor-in-possession on or after the Petition Date, and an additional security interest and lien on all pre-petition assets of the Debtor to secure the SBA Debt which will be effective as of the Petition Date. The replacement liens and security interests granted are valid, enforceable, and fully perfected, and no filing or recordation or any other act in accordance with any applicable local, state, or federal law is necessary to create or perfect such liens and security interests. If notwithstanding the foregoing replacement liens and security interests, SBA has a claim arising from the Collateral, SBA will have a claim having priority over all other administrative expenses except post-petition ad valorem taxes, claims by the Clerk of the bankruptcy Court, and unpaid fees and expenses of counsel for the Debtor up to $10,000, as provided for under Section 507(b) of the Bankruptcy Code. A copy of the order is available at https://bit.ly/3LWtCKV from PacerMonitor.com. A copy of the stipulation is available at https://bit.ly/3hb48Lx from PacerMonitor.com. About Cole Camp Auto Parts Cole Camp Auto Parts, LLC owns and operates two NAPA parts stores, one in Cole Camp, Missouri and one in Windsor, Missouri. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No. 22-20011) on Jan. 12, 2022, disclosing as much as $1 million in both assets and liabilities. Judge Dennis R. Dow oversees the case. The Debtor is represented by Erlene W. Krigel, Esq., at Krigel & Krigel, P.C. CONWAY COURT: Wins Cash Collateral Access on Final Basis -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has authorized Conway Court 1 LLC and affiliates to use cash collateral on a final basis. As previously reported by the Troubled Company Reporter, the Debtors requested access to cash collateral for a period through July 31, 2022, to implement and close a sale all of the Debtors' assets pursuant to section 363 of the Bankruptcy Code. The Debtors' propose use of cash collateral will be in conformance with a monthly budget. The entities with an interest in the cash collateral are U.S. Bank National Association, as Trustee for Velocity Commercial Capital Loan Trust 2018-2; and New England Real Estate Capital, LLC. The Debtors' lawyer Michael Van Dam is directed to submit a proposed order. A copy of the order is available at https://bit.ly/35mXZsU from PacerMonitor.com. About Conway Court Lincoln, Mass.-based Conway Court 1, LLC filed a petition for Chapter 11 protection (Bankr. D. Mass. Case No. 21-11533) on Oct. 21, 2021, listing up to $10 million in assets and up to $1 million in liabilities. Lou Makrigiannis, manager, signed the petition. Judge Frank J. Bailey oversees the case. The Debtor tapped Michael Van Dam, Esq., at Van Dam Law, LLP as legal counsel. CONWAY COURT: Wins Final Cash Collateral Access Thru July 31 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts has authorized Conway Court 1 LLC and affiliates to use cash collateral on a final basis through July 31, 2022. The Debtors are authorized to expend funds in the amounts consistent with the budget. The Debtors are directed, on an ongoing basis, to deposit all rental income received and make expense payments from the established DIP Account. By the 21st day of each month, the Debtors will file a reconciliation of budgeted to actual receipts and disbursements for the previous month. U.S. Bank, National Association -- as Trustee for Velocity Commercial Capital Loan Trust 2018-2 -- is granted replacement liens and security interests in the same types and kinds of the Debtors' property arising, acquired or created on or after October 21, 2021 in which the Bank holds pre-petition liens and security interests and such replacement liens and security interests will extend to the proceeds and products of such post-petition property purchased or acquired with cash collateral. The Bank will have a superpriority administrative expense claim pursuant to Bankruptcy Code section 507(b) to the extent of the use of cash collateral and any other diminution in value of the Bank's collateral on and after the Petition Date that is not replaced by this replacement lien and security interest. A copy of the order is available at https://bit.ly/3BLtfho from PacerMonitor.com. About Conway Court Lincoln, Mass.-based Conway Court 1, LLC filed a petition for Chapter 11 protection (Bankr. D. Mass. Case No. 21-11533) on Oct. 21, 2021, listing up to $10 million in assets and up to $1 million in liabilities. Lou Makrigiannis, manager, signed the petition. Judge Frank J. Bailey oversees the case. The Debtor tapped Michael Van Dam, Esq., at Van Dam Law, LLP as legal counsel. CORRY DAVIS: Reaches $4.6M Sale Contract with Northpark Storage --------------------------------------------------------------- Corry Davis Marketing, Inc., submitted a Second Amended Plan of Reorganization dated Feb. 21, 2022. As of the date of the filing of the Second Amended Plan, Debtor and Northpark Storage, LLC have entered into a contract for the sale of Debtor's real estate and tangible personal property used in the operation of same for the amount of $4,600,000.00, subject to a due diligence period of 60 days, a contingency for the acquisition of financing in the approximate amount of $3,450,000.00, and approval of the proposed sale by the Bankruptcy Court. Debtor anticipates a motion for authority to sell its real estate to Northpark Storage, LLC, or its assignee, contemporaneously with the filing of this Plan. The closing of such sale will provide sufficient funds to pay in full all expenses of sale, all administrative expenses incurred in connection with this case, and all Allowed Claims. The Amended Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 5 Priority Unsecured Claims. The Internal Revenue Service hold a priority unsecured claim in the amount of $1,335.15, and the Texas Comptroller of Public Accounts holds a priority unsecured claim in the amount of $1,454.10. The Class 5 Priority Claims shall be paid in full 30 days following the Confirmation Date. * The holders of Allowed General Unsecured Claims in Class 6 shall be paid upon the sale of the real estate owned by Debtor as described in its Schedules, each holder receiving its pro rata part of the net proceeds after payment of Class 1 Claims, Class 2 Claims, Class 3 Claims, Administration Expenses, and Class 4 Claims. * The holder of Interests in the Debtor will retain their Interests post-confirmation. In no event shall holders of Interests receive any distribution of profits or proceeds from the Debtor or from the sale of the real estate owned by Debtor as described in its Schedules until all Administrative Expenses and the claims of the Classes described above have been paid in full. Debtor will continue to operate its business while it continues its efforts to sell its real estate for an amount sufficient to pay the claims treated under this Plan. Payments provided for by this Plan will be made until the earlier of the expiration of 18 months from the Petition Date or the closing of the sale of Debtor's real estate. If Debtor's real estate has not been sold by the expiration of 18 months from the Petition Date, LBC1 Trust shall have the right (but not the obligation) to foreclose on its deed of trust liens in accordance with the terms of said deeds of trust and Texas law. In the event Debtor's real estate has not been sold within 18 months from the Petition Date, and LBC1 Trust refrains from the foreclosure of its deed of trust liens for an additional period of time, Debtor will continue to operate its business while it continues its efforts for an amount sufficient to pay the claims treated under this Plan and will continue to make payments as provided for in this Plan so long as it continues to operate. A full-text copy of the Second Amended Plan of Reorganization dated Feb. 21, 2022, is available at https://bit.ly/3s7FLEW from PacerMonitor.com at no charge. Attorney for Debtor: Michael E. Gazette, Esq. Law Offices of Michael E. Gazette 100 East Ferguson Street, Suite 1000 Tyler, TX 75702-5706 Tel: (903) 596-9911 Fax: (903) 596-9922 Email: megazette@suddenlinkmail.com About Corry Davis Marketing Corry Davis Marketing, Inc., a Canton, Texas-based company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 21-60280) on July 2, 2021. In the petition signed by Dale Murphy, president, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The Law Offices of Michael E. Gazette serves as the Debtor's legal counsel. CORUS ENTERTAINMENT: S&P Rates New C$250MM Unsecured Notes 'BB' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Corus Entertainment Inc.'s proposed C$250 million senior unsecured notes due in 2030. The '3' recovery rating reflects its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in a default scenario. S&P expects the company will use the proceeds to repay senior secured debt and hence view the transaction to be leverage neutral. Due to lower levels of senior secured claims in its recovery waterfall, it expects higher recovery estimates for the senior unsecured notes. At the same time, Corus is in negotiations to extend the maturity of its senior secured term loan and revolving credit facility to up to five years out. A rebound in advertising revenues assisted by increased use of digitized data-driven advertising technology (audience segment selling initiatives and automated buying platform Cynch) and continued success in the company's streaming strategy (including STACKTV, which has had robust subscriber growth, and the company's Global TV app) should support low-to-mid single-digit revenue growth in fiscal 2022. Partially offsetting the revenue growth will be what S&P forecasts as higher programming costs in fiscal 2022, which could lead to modestly lower EBITDA compared with fiscal 2021. As a result, S&P's estimate EBITDA of about C$450 million-C$460 million on an S&P Global Ratings' adjusted basis. S&P said, "Furthermore, we project Corus will generate about C$170 million-C$200 million of annual free cash flow over the next 24 months. We anticipate that about 45%-50% of free cash flow will be used for dividend distribution (common and noncontrolling interest distributions) and a portion of remaining discretionary cash flow will be used for debt reduction. Because of strong free cash flow generation capabilities and the company's focus on debt repayment, we forecast Corus' debt to EBITDA below 3x for 2022 (on an S&P Global Ratings' adjusted basis), which is commensurate with the 'BB' issuer credit rating and stable outlook on Corus." ISSUE RATINGS--RECOVERY ANALYSIS -- With the proposed issuance and repayment of secured debt, the recovery estimate on the existing unsecured debt will move to 65% from 60%. -- S&P's simulated default scenario incorporates the assumption that Corus will default in 2027, following significantly weakened operations resulting from a prolonged economic downturn, intense competition, fewer subscribers, and a lack of audience appeal. -- S&P's default-year minimum capital expenditure (capex) is approximately 1.5% of revenue compared with the 2.0% default assumption in our recovery criteria, reflecting the company's low maintenance capex. -- S&P's emergence EBITDA corresponds to Corus' estimated fixed charges in 2027. -- S&P values the company on a going-concern basis, using a 6.5x multiple of our projected emergence EBITDA of about C$211 million, based on its leading market position as the second-largest media company in Canada. -- In S&P's hypothetical default scenario, it estimates that the senior secured lenders can expect very high (90%-100%; rounded estimate: 95%) recovery in its distressed scenario, which corresponds to a '1' recovery rating and a 'BBB-' issue-level rating. -- The remaining collateral value of C$584 million after servicing the senior secured claims will be available to the senior unsecured noteholders, thereby leading to meaningful (50%-70%; rounded estimate: 65%) recovery in the event of default and an issue-level rating of 'BB'. -- S&P applies a recovery cap at '3' (65%) for unsecured debt for companies in the 'BB' category, as we assume, based on empirical analysis, that the size and ranking of debt and nondebt claims will change before the hypothetical default. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: about C$211 million -- EBITDA multiple: 6.5x Simplified waterfall -- Gross recovery value: about C$1.36 billion -- Net enterprise value (after 5% administrative costs): about C$1.3 billion -- Estimated priority claims: None -- Remaining recovery value: about C$1.3 billion -- Estimated senior secured term loan claims: about C$715 million -- Value available for senior secured term loan lenders: C$1.3 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Estimated senior unsecured claims: about C$769.4 million -- Value available for unsecured claim: about C$584 million --Recovery range: 50%-70% (rounded estimate: 65%) Note: All debt amounts include six months of prepetition interest. CQP HOLDCO: S&P Upgrades ICR to 'B+', Outlook Positive ------------------------------------------------------ S&P Global Ratings raised the rating on CQP Holdco L.P. to 'B+' from 'B'. The outlook is positive. S&P said, "We also raised our issue-level rating on the company's senior secured term loan to 'B+'. Our recovery rating remains '3', indicating we expect substantial (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "The positive outlook on CQP Holdco reflects our assessment of CQP's improving credit quality and increasing distributions to CQP Holdco. We expect CQP's leverage to be about 6.5x at year-end 2022." On Feb. 17, 2022, S&P Global Ratings raised its long-term issuer credit rating on Cheniere Energy Partners L.P. (CQP) to 'BB+' from 'BB' and revised the stand-alone credit profile (SACP) score to 'bb+'. Completion of train 6 and improved liquefied natural gas (LNG) prices provide a foundation for strong forecast cash flow generation and improved metrics at CQP. Cheniere Energy Inc., CQP's parent, recently announced the substantial completion of train 6 at Sabine Pass Liquefaction LLC (SPL), further strengthening CQP's cash flow generation. With all six trains operational and our expectation of continued high LNG prices in the near term, we believe the partnership will continue to generate strong cash flow. This is further supported by the structure underpinning most of the cash flows. The 'B+' issuer credit rating on CQP Holdco reflects the differentiated credit quality between CQP Holdco and CQP. CQP Holdco owns approximately 40.5% of CQP. The rating differential reflects the structural subordination of CQP Holdco's debt to CQP's underlying cash flows, which CQP Holdco does not control. Other factors include cash flow stability, CQP Holdco's influence on CQP's corporate governance and financial policy, financial ratios, and ability to liquidate its investments in CQP to repay debt. S&P said, "We assess these factors as either positive, neutral, or negative. When viewing these factors holistically, we arrive at a 'b+' SACP for CQP Holdco, a three-notch differential from our 'bb+' SACP on CQP." S&P said, "We view CQP's underlying cash flows as stable because the dividend stream to CQP Holdco is backed by highly contracted long-term agreements with investment-grade counterparties. We do not anticipate an adverse change to the dividend policy. In addition, the recent completion of train 6 at SPL and strong 2021 cash flows further support CQP Holdco's positive cash flow assessment. We assess corporate governance and financial policy as positive given the master limited partnership (MLP) structure of CQP. MLP unitholders strongly favor stable or increasing dividends. In our opinion, CQP Holdco also benefits from a more robust governance structure than conventional limited partners in an MLP structure. These were affected as a precondition of an initial investment in CQP in 2012, prior to all 6 trains being operational, and supported by Blackstone and Brookfield Infrastructure Partners' joint ownership in 2020. "We forecast CQP's stand-alone leverage to be about 6.5x for 2022 and to fall below 6x in 2023. We expect total distributions to CQP Holdco between $585 million and $600 million in 2022. In our view, because CQP's units do not have a relatively deep market, if CQP Holdco tried to sell large stakes of the units it owns, it would likely depress CQP's unit price. At today's price, CQP Holdco can't sell its entire stake and repay its total debt by over 3x. We do not view CQP Holdco's near-term likelihood of selling its stake in CQP as probable. "Additionally, with trains 1-6 on line, the units could be more liquid and its unit price could appreciate gradually. Consequently, as CQP's market liquidity improves, we could consider improving our negative assessment of CQP Holdco's ability to liquidate investments. "The positive outlook reflects our expectation of CQP's improving credit quality. We expect CQP Holdco's stand-alone leverage to be approximately 6.5x in 2022 and below 6x in 2023." S&P could take a negative rating action if: -- S&P expects leverage to be sustained over 6x in 2023; -- The company adds incremental debt; -- Interest coverage ratio falls below 3x over a sustained period; -- CQP Holdco's liquidity position materially deteriorates; or -- CQP's credit quality deteriorates such that leverage is above 5.5x on a sustained basis, prompting us to revise downward the SACP on the investee company. Such outcomes could occur in the unlikely scenario that the projects under construction do not finish on time and within budget or if an unanticipated interruption at its facility materially reduces cash flow. S&P could take a positive rating action on CQP Holdco if: -- CQP's credit quality continues to improve as train 6 comes on line; and -- CQP Holdco maintains leverage below 6x. ESG credit indicators: E-3, S-2, G-2 As a minority holder of Cheniere Energy Partners, CQP Holdco's environmental indicator assessment reflects the indicator for Cheniere. Environmental factors are a moderately negative consideration in our credit rating analysis on Cheniere, an operator of LNG regasification and liquefaction facilities on the U.S. Gulf Coast and a natural gas pipeline. Climate transition risks for the midstream industry--and Cheniere notably--relate to risk that global gas demand may peak earlier than expected if renewable power generation is further accelerated by policies. However, this risk is offset to a certain degree by the role of natural gas in helping to balance renewables and seasonal demand. CRC INVESTMENTS: Wins Cash Collateral Access Thru April 19 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina, Winston Salem Division, has authorized CRC Investments, LLC to use cash collateral on an interim basis for the period through including April 19, 2022, in the amounts and for the purposes set forth in the interim budget, with a 10% variance. Judge Lena Mansori James ruled that secured parties (i) Portfolio Holdings IV-NC, LLC; (ii) the Internal Revenue Service; and (iii) the U.S. Small Business Administration are granted a perfected replacement lien in all post-petition assets of the Debtor to the same extent and priority as existed prepetition for the diminution in value of the Secured Parties' collateral occasioned by the Debtors' use of Cash Collateral. The Debtor is also required to pay all applicable insurance premiums, taxes, and other governmental charges as they come due and make all tax deposits and file all applicable tax returns on a timely basis, as a form of adequate protection. The Secured Parties also appear to be adequately protected by an apparent equity cushion in the Collateral. Portfolio Holdings, through its acquisition of a Bank of America loan, holds a note and deed of trust against the Debtor's real property located at 85 Pine Crest Lane, Tryon, in Polk County, North Carolina. Portfolio Holdings asserts a security interest in rents pursuant to its deed of trust. The Debtor owes taxes, penalties, and interest to the IRS which is now covered with a secured lien by the IRS. In connection with its business operations, the Debtor obtained an Economic Injury Disaster Loan from the SBA, secured by a lien upon the Debtor's personal property and fixtures. As of the Petition Date, the IRS was owed $509,757; the SBA was owed $126,500; and Portfolio Holdings was owed $1,100,000. Notwithstanding any suspension or termination of the right to use cash collateral, the Court ruled that the Debtor will be permitted to carve out from cash collateral or any replacement collateral and use an aggregate amount necessary to pay all permitted trailing expenses. Permitted trailing expenses are, on the termination date, the costs of operating and preserving the estate, including allowed administrative fees, costs, or expenses, to the extent incurred postpetition and prior to such termination date but in the aggregate amount not to exceed 110% of the aggregate amounts set forth in the budget through such termination date. In addition to budgeted amounts, permitted trailing expenses will include court costs and quarterly Chapter 11 fees as allowed by the Court. A copy of the interim order and the Debtor's January to February 2022 budget is available at https://bit.ly/3JKqGio from PacerMonitor.com at no charge. The budget provided for $24,470 in total income and $37,798 in total expenses. A further hearing on the motion will be held at 10 a.m. (Eastern) on April 19, in the Courtroom located at 601 W. 4th Street, Winston-Salem, North Carolina. About CRC Investments CRC Investments, LLC, d/b/a 1906 Pine Crest Inn and Restaurant, filed a petition under Subchapter V of Chapter 11 (Bankr. M.D. N.C. Case No. 21-80172) on May 6, 2021, estimating between $1,000,000 and $10 million in assets and liabilities. The petition was signed by Carl Ray Caudie, Jr., general manager. Judge Lena Mansori James oversees the case. Joshua H. Bennett, Esq., at Bennett Guthrie PLLC, represents the Debtor as counsel. CSK PROPERTIES: Seeks to Hire Pohl PA as Bankruptcy Counsel ----------------------------------------------------------- CSK Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Pohl, PA to serve as legal counsel in its Chapter 11 case. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties in the continued management and control of its assets, and its responsibilities regarding its liabilities to creditors; b. providing legal advice regarding the Debtor's responsibility to provide insurance and bank account information and file monthly operating reports, plan of reorganization, disclosure statement, and final report; and c. preparing bankruptcy schedules, statement of financial affairs, reports, plan of reorganization and other documents. The hourly rates charged by the firm's attorneys and paralegals are as follows: Attorneys $345 per hour Paralegals $75 per hour The firm will be paid a retainer in the amount of $6,800 and will be reimbursed for its out-of-pocket expenses. Robert Pohl, Esq., a partner at Pohl, PA, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert A. Pohl, Esq. Pohl, PA P.O. Box 27290 Greenville, SC 29616 Tel: (864) 233-6294 Fax: (864) 558-5291 Email: Robert@POHLPA.com About CSK Properties CSK Properties, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.S.C. Case No. 22-00292) on Feb. 6, 2022, disclosing as much as $1 million in both assets and liabilities. Judge Helen E. Burris oversee the case. The Debtor is represented by Robert Pohl, Esq., at Pohl, P.A. CTI BIOPHARMA: Caxton Corp., et al. Report 2.3% Equity Stake ------------------------------------------------------------ In a Schedule 13G/A filed with the Securities and Exchange Commission, Caxton Corporation, CDK Trading, LLC, and Bruce S. Kovner disclosed that as of Dec. 31, 2021, they beneficially own 2,239,300 shares of common stock of CTI BioPharma Corp., representing 2.3 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/891293/000091957422001570/d9177455_13g-a.htm About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. The Company concentrates its efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, the Company is focused on evaluating pacritinib, its sole product candidate currently in active development, for the treatment of adult patients with myelofibrosis. In addition, the Company has recently started developing pacritinib for use in hospitalized patients with severe COVID-19, in response to the COVID-19 pandemic. CTI Biopharma reported a net loss of $52.45 million for the year ended Dec. 31, 2020, compared to a net loss of $40.02 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $101.23 million in total assets, $62.34 million in total liabilities, and $38.89 million in total stockholders' equity. Seattle, Washington-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 17, 2021, citing that the Company has suffered losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. CTI BIOPHARMA: Stonepine, et al. Report 9.99% Equity Stake ---------------------------------------------------------- Stonepine Capital Management, LLC, Stonepine Capital, L.P., Jon M. Plexico, and Timothy P. Lynch disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 9,754,935 shares of common stock of CTI BioPharma Corp., representing 9.99 percent of the shares outstanding. 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/891293/000093583622000126/ctibiopharma13ga2022.htm About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. The Company concentrates its efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, the Company is focused on evaluating pacritinib, its sole product candidate currently in active development, for the treatment of adult patients with myelofibrosis. In addition, the Company has recently started developing pacritinib for use in hospitalized patients with severe COVID-19, in response to the COVID-19 pandemic. CTI Biopharma reported a net loss of $52.45 million for the year ended Dec. 31, 2020, compared to a net loss of $40.02 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $101.23 million in total assets, $62.34 million in total liabilities, and $38.89 million in total stockholders' equity. Seattle, Washington-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 17, 2021, citing that the Company has suffered losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. D AND V ENTERPRISES: Seeks to Hire Victoria Morales as Attorney --------------------------------------------------------------- D and V Enterprises I, LLC received an interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Victoria Morales, Esq. and the Law Office of Victoria Morales, P.A. as its attorneys. The firm will render these services: (a) give advice to the Debtor with respect to its powers and duties as a Debtor-in-possession and the continued management of business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the cases; (d) protect the interest of the Debtor in all matters pending before the Court; (e) represent the Debtor in negotiations with creditors in the preparation of a plan. The firm will be paid at these rates: Victoria Morales $300 per hour Paralegal $175 per hour As disclosed in the court filing, neither Ms. Morales nor the firm have any connection with the creditors or other parties in interest or their respective attorneys. Neither she nor the firm represent any interest adverse to the Debtor. The firm can be reached through: Victoria Morales, Esq. Law Office of Victoria Morales, P.A. 1036 Sanctuary Cove Drive North Palm Beach, FL 33410 Tel: (954) 646-4292 Fax: (954) 241-6786 Email: vmsua1889@gmail.com About D and V Enterprises I, LLC D and V Enterprises I, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-10903) on Feb. 3, 2022, listing $50,000 in both assets and liabilities. The Law Office of Victoria Morales, P.A. represents the Debtor as counsel. DDM LAND: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: DDM Land Management, LLC 9774 175th Road Amherst, NE 68812 Chapter 11 Petition Date: February 23, 2022 Court: United States Bankruptcy Court District of Nebraska Case No.: 22-40140 Debtor's Counsel: Galen E. Stehlik, Esq. STEHLIK LAW FIRM, P.C., L.L.O. 724 W Koenig St. Grand Island, NE 68801 Tel: (308) 675-4035 Email: galen.stehlik@stehliklawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dan Mckeon as authorized representative. 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/2ZPC6SA/DDM_Land_Management_LLC__nebke-22-40140__0001.0.pdf?mcid=tGE4TAMA DIOCESE OF BUFFALO: Abuse Victims Frustrated as Case Drags On ------------------------------------------------------------- Mark Goshgarian of Spectrum News 1 reports that several Catholic dioceses across New York state continue to work through the clergy abuse crisis, with many filing for bankruptcy after they were served with hundreds of lawsuits. The end of February marks two years since the Catholic Diocese of Buffalo filed for Chapter 11 bankruptcy. Since then, many survivors of clergy sexual abuse who have filed lawsuits against the diocese are growing frustrated at just how slowly the wheels of justice are turning. Paul Barr of Lewiston recently returned to the scene of the crime, an allegation of clergy abuse in the rectory of the former Sacred Heart Church in Niagara Falls. When Paul was 16, he says the now-late Reverend Michael Freeman invited him over to discuss starting a new youth group. "And he brought me inside and long story short, he sexually assaulted me," said Barr. Barr filed a Child Victims Act lawsuit against the Diocese of Buffalo more than two years ago, after initially rejecting an offer from its private mediation program. His is one of about 950 lawsuits against the diocese since the two-year look-back window closed last August. "For a religious institution that had all of my trust, most of my life, to be behaving like any other corporation is very frustrating," Barr said. Equally frustrating, says Barr, is that it will be two years since the diocese filed Chapter 11 bankruptcy, further delaying the legal process. Despite Spectrum News 1's repeated attempts for an on-camera interview with the diocese, leaders, in a written statement, said a mediator was appointed late last year to negotiate a global settlement with survivors. They say their top priority is to provide just and equitable compensation, adding: "Achieving a settlement will also allow the diocese to emerge from Chapter 11 and continue its vital ministries that serve so many needs across Western New York." "It was frustrating that they used bankruptcy protection to shield them from accountability," Barr said. It's also frustrating for Barr's clients. Barr is also an attorney representing about 40 others with suits against the diocese, waiting for justice. "And it's been especially difficult because we've lost some survivors," Barr said. "Two of my clients have passed away." For those still living, Barr remains optimistic they'll reach a settlement. "Hopefully, this process will unfold fairly and quickly," said Barr "They shouldn't feel any shame about having been abused. It's no reflection on them as people. It's a reflection on the predator." Barr hopes to be at the negotiating table in the next few months. In all, more than 9,000 lawsuits were filed across the state, with three other dioceses joining Buffalo in filing for bankruptcy, including Rochester and Syracuse. Leaders with the Diocese of Buffalo say Freeman was removed from active ministry in 1989. He passed away in 2010. About The Diocese of Buffalo, N.Y. The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics in eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools, and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Honorable Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel; Connors LLP and Lippes Mathias Wexler Friedman LLP are its special litigation counsel; and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent, maintaining the page: https://case.stretto.com/dioceseofbuffalo/docket. The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 12, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese & Weishaar, PC. ECO LIGHTING: Seeks Cash Collateral Access ------------------------------------------ Eco Lighting USA, LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use the cash collateral of the U.S. Small Business Administration. The Debtor currently owes the SBA $700,000 under a Secured Disaster Loan which was initiated on July 27, 2020. The Loan was secured by all "tangible and intangible personal property" of the Debtor, including among other things, "accounts, including health-care insurance receivables and credit card receivables", deposit accounts, inventory, and equipment. A UCC financing statement was filed with the New Jersey Secretary of State in connection with the Loan. The Debtor has three depository accounts at TD Bank. The total value of those accounts is estimated to be $101,200 at the time of the bankruptcy filing. Under the terms of the emergency loan program that the Debtor entered into with the SBA, monthly payments on the loan are not scheduled to begin until June, 2022. Accordingly, no payments are contractually due to the U.S. Small Business Administration at this time. The Debtor proposes at this time that the SBA is entitled to adequate protection in the form of a replacement lien on all funds deposited into the Debtor's post-petition bank accounts up to the value of the of the deposit accounts on the date of the bankruptcy filing. The Debtor also requests that the Court schedule a final hearing on use of cash collateral on at least 15 days' notice. A copy of the motion and the Debtor's budget for March to May 2022 is available at https://bit.ly/33QV3EQ from PacerMonitor.com. The Debtor projects $195,244 in total income and $121,221 in total expenses. About Eco Lighting USA LLC Eco Lighting USA LLC manufactures standard and custom lighting solutions using the latest LED chip and electronic Induction Lighting Technologies. The Company manufactures a wide selection of LED and Induction light fixtures, retrofits, and bulbs that are designed to save money through reduced energy consumption, vastly reduced maintenance, and reduced installation costs. The Debtor filed a petition for Chapter 11 protection (Bankr. D.N.J. Case No. 22-11314) on February 18, 2022. In the petition signed by Sean Blackman, member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Bruce H. Levitt, Esq., at Levitt and Slafkes, P.C. is the Debtor's counsel. EL JEBOWL: Wins Final Cash Collateral Access Thru July 31 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado has authorized El Jebowl, LLC to use cash collateral, with a 15% variance, on a final basis in accordance with the budget through July 31, 2022. The Debtor requires the use of cash collateral to maintain day-to-day business operations. The Debtor has financed business through secured loans made to the Debtor by Veritex Community Bank which provides that: (i) the Bank holds a perfected security interest in all "Inventory, Chattel Paper, Accounts, Equipment and General Intangibles" of the Debtor; (ii) the security interests granted to the Bank by the Debtor also includes the proceeds from the sale, destruction, loss or other disposition of the above property; and (iii) the amount of the indebtedness owing to the Bank by the Debtor on the Petition Date totals at least $352,036 plus accruing interest, costs and attorneys' fees. The Debtor will have 60 days to challenge whether the Bank holds valid, perfected liens and security interests in any of Debtor's property and assets and proceeds thereof owned as of the Petition Date. The Debtor's Prepetition Collateral may also be subject to liens in favor of the U.S. Small Business Administration for amounts owing on a Covid-19 Economic Injury Disaster Loan in the amount of $150,000. The Prepetition Collateral may also be subject to liens in favor of the Colorado Department of Revenue for unpaid sales and wage withholding taxes, which has the same priority and validity post-Petition Date as it did Pre-Petition Date. As adequate protection, the Bank and SBA will have replacement liens, to the same extent, validity and priority as their respective pre-Petition Date liens, upon all post-petition property of the Debtor. The security interests and liens granted to the Bank and SBA will not be subject or subordinate to any lien or security interest that is avoided and preserved for the benefit of the Debtor and its estate under section 551 of the Bankruptcy Code. On January 25, 2022 and on the 25th day of every month thereafter through July 31, 2022, the Debtor will pay to the Bank monthly adequate protection payments in accordance with the Budget. The final hearing on the Debtor's request for use of cash collateral previously scheduled for February 23, 2022, has been vacated. The Order can be continued by the Debtor filing a new proposed budget and providing notice with an opportunity to object to secured creditors with a lien on cash collateral and any party who has entered their appearance in the case. A copy of the order is available at https://bit.ly/3Ilf2dG from PacerMonitor.com. About El Jebowl LLC El Jebowl, LLC sought Chapter 11 protection (Bankr. D. Colo. Case No. 22-10004) on Jan. 2, 2022, listing up to $100,000 in assets and up to $500,000 in liabiities. Judge Thomas B. McNamara oversees the case. The Law Offices of Kevin S. Neiman, PC and Wadsworth Garber Warner Conrardy, PC serve as the Debtor's bankruptcy counsels. Sumrall & Bondy, PC is tapped to provide professional tax and accounting services. Veritex Community Bank, as lender, is represented by: John F. Young, Esq. Zachary G. Sanderson, Esq. Markus Williams Young & Hunsicker LLC 1775 Sherman Street, Suite 1950 Denver, CO 80203 Tel: 303-830-0800 Fax: 303-830-0809 Email: jyoung@MarkusWilliams.com EMPACADORA Y PROCESADORA: Seeks Chapter 11 Bankruptcy Protection ---------------------------------------------------------------- Michelle Kantrow-Vázquez Fe of NimB reports that Coamo meat packing company Empacadora y Procesador del Sur Inc. files for Chapter 11 bankruptcy protection. Empacadora y Procesadora del Sur Inc., known as Emprosur, in Coamo, has filed for Chapter 11 bankruptcy protection, listing nearly $11 million in debt. The petition was filed at the US Bankruptcy Court for a type of protection that allows the business to continue operating while it reorganizes its assets and debts. However, it can also lead to a subsequent liquidation. In the filing, Emprosur lists Banco Popular de Puerto Rico as its biggest creditor, which is owed nearly half of the debt, at nearly $5.5 million. The Agriculture Department’s Integral Development Fund is owed another $1.3 million. The rest of the debt is held by public and private goods and services providers, including LUMA Energy, Valley Food Produce Inc., the Puerto Rico Industrial Development Company (PRIDCO) and the Internal Revenue Service. Emprosur was founded in 2010 and is dedicated to manufacturing meat-related products such as sausages, cured and smoked meats, canned meats, and fresh patties. It has been described as the only meat manufacturing, processing and distribution plant that operates year-round in Puerto Rico. In 2013, the local Wendy's franchise chain confirmed that the Coamo-based company makes its iconic square-shaped burgers, as News is my Business reported. In 2016, the owners of the Taco Maker franchise in Puerto Rico, FransGlobal, also announced its decision to purchase beef from Emprosur. About Empacadora Y Procesadora Del Sur Empacadora Y Procesadora Del Sur, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-00354) on February 15, 2022. In the petition signed by Carlos C. Rodriguez Alonso, president, the Debtor disclosed $11,604,565 in assets and $10,598,204 in liabilities. Alexis Fuentes Hernandez, Esq., at Fuentes Law Office, represents the Debtor. ENDO INTERNATIONAL: Paulson & Co. Owns 7.4% Ordinary Shares ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Paulson & Co. Inc. disclosed that as of Dec. 31, 2021, it beneficially owns 17,327,012 ordinary shares of Endo International plc, representing 7.4 percent of the shares outstanding. The percentage is based upon 233,670,998 ordinary shares outstanding as of Oct. 28, 2021, which is the total number of ordinary shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on Nov. 5, 2021. Paulson and its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts. In its role as investment advisor, or manager, Paulson possesses voting or investment power over the securities of the issuer that are owned by the funds. All securities reported in the schedule are owned by the funds. Paulson disclaims beneficial ownership of such securities. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1035674/000101359422000231/endosc13g-021122.htm About Endo International plc Endo International plc -- www.endo.com -- is a holding company that conducts business through its operating subsidiaries. The Company's focus is on pharmaceutical products and it targets areas where it believes it can build leading positions. As of Sept. 30, 2021, the Company had $9.24 billion in total assets, $1.55 billion in total current liabilities, $22.52 million in deferred income taxes, $8.05 billion in long-term debt (less current portion), $35.15 million in operating lease liabilities (less current portion), $274.06 million in other liabilities, and a total shareholders' deficit of $690.32 million. * * * As reported by the TCR on Sept. 6, 2021, S&P Global Ratings lowered its long-term issuer credit rating on Endo International PLC to 'CCC+' from 'B-' and removed the rating from CreditWatch, where S&P placed it with negative implications on Aug. 25, 2021. The outlook is negative. The negative outlook reflects the potential for an event of default within the next 12 months stemming from opioid-related litigation or the possibility of a distressed exchange. FLOOR-TEX: Wins Cash Collateral Access -------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized Floor-Tex Commercial Flooring, LLC to use cash collateral on an interim basis and pay prepetition materials and supplies. The Debtor is permitted to use cash collateral, subject to the terms and conditions set forth in the Interim Order for necessary business expenses incurred in the ordinary course of business, in the categories and amounts listed in the budget, until the final hearing on the matter. The final hearing is scheduled for March 23, 2022 at 10:30 a.m. The Cash Collateral Lenders will continue to have the same liens, encumbrances and security interests in the cash collateral generated or created post filing, plus all proceeds, products, accounts, or profits thereof, as existed prior to the filing date. The Debtor will provide to the Cash Collateral Lenders copies of all insurance policies, and continue to keep all collateral of the Cash Collateral Lenders fully insured against all loss, peril and hazard. The Debtor is authorized to pay $2,000 to Westwood Funding Solutions, LLC, during the time period for the projected budget. The payment will be made based on instructions for payment to be provided by counsel for Westwood. Westwood objects to its characterization as a lender in the Debtor's Cash Collateral Motion and the Order, and reserves all rights with respect to a determination of the nature of its transaction with the Debtor and the extent and nature of its security interest. The Debtor will pay to Fresh Funding Solutions, LLC, $1,000 during the time period for the projected budget; the payment will be made based on instructions for payment to be provided by counsel for Fresh. Fresh Funding also objects to its characterization as a lender in the Motion and the Order; and reserves all rights with respect to a determination if the nature of its transaction with the Debtor and the extent and nature of its security interest. The Debtor will pay to Blue Bridge Capital, LLC, $2,000 during the time period for the projected budget; the payment will be made based on instructions for payment to be provided by counsel for Blue Bridge. Blue Bridge objects to its characterization as a lender in the Motion and the Order; and reserves all rights with respect to a determination if the nature of its transaction with the Debtor and the extent and nature of its security interest. The Debtor will pay to Vox Funding, LLC, $1,200 during the time period for the projected budget; the payment will be made based on instructions for payment to be provided by counsel for Vox. Vox also objects to its characterization as a lender in the Motion and the Order; and reserves all rights with respect to a determination if the nature of its transaction with the Debtor and the extent and nature of its security interest. The Debtor may also pay any pre-petition amounts to subcontractors or vendors that are included in payments to the Debtor in order to obtain lien waivers, to prevent liens on construction jobs, and to maintain the ability to continue to work on construction job. A copy of the order is available at https://bit.ly/36DNuCx from PacerMonitor.com. About Floor-Tex Commercial Flooring, LLC Floor-Tex Commercial Flooring, LLC specializes in residential and commercial flooring contracting. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-33751) on November 19, 2021. In the petition signed by Doris Springer, chief executive officer, the Debtor disclosed up to $10 million in assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Reese Baker, Esq., at Baker and Associates is the Debtor's counsel. FORUM ENERGY: Schroder Investment Has Less Than 1% Equity Stake --------------------------------------------------------------- Schroder Investment Management Ltd. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, it beneficially owns 22,334 shares of common stock of Forum Energy Technologies Inc., representing 0.39 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/1105005/000114036122004288/brhc10033704_sc13ga.htm About Forum Energy Forum Energy Technologies -- www.f-e-t.com -- is a global oilfield products company, serving the drilling, downhole, subsea, completions and production sectors of the oil and natural gas industry. The Company's products include highly engineered capital equipment as well as products that are consumed in the drilling, well construction, production and transportation of oil and natural gas. Forum is headquartered in Houston, TX with manufacturing and distribution facilities strategically located around the globe. Forum Energy reported a net loss of $96.89 million for the year ended Dec. 31, 2020, compared to a net loss of $567.06 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $799.97 million in total assets, $453.95 million in total liabilities, and $346.02 million in total equity. * * * As reported by the TCR on July 15, 2021, Moody's Investors Service upgraded Forum Energy Technologies, Inc.'s Corporate Family Rating to Caa1 from Caa2. "The upgrade of Forum's ratings reflects reduced risk of default and our expectation that Forum will grow revenue and EBITDA through 2022 driving reduced leverage and better interest coverage," commented Jonathan Teitel, a Moody's analyst. As reported by the TCR on Aug. 25, 2021, S&P Global Ratings revised its outlook on Forum Energy Technologies Inc. to stable from negative and affirmed its 'CCC+' issuer credit rating. The stable outlook reflects S&P's view that despite expecting leverage to remain at unsustainable levels over the next 12 months, including funds from operations (FFO) to debt of about 5%, S&P expects Forum will maintain adequate liquidity and generate a small amount of FOCF. GOOD GUYZ INVESTMENTS: Taps Richard R. Robles as Bankruptcy Counsel ------------------------------------------------------------------- Good Guyz Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Offices of Richard R. Robles, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. giving advice to the Debtor with respect to its powers and duties; b. advising the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. preparing adversary proceedings and legal documents necessary in the administration of the case; d. protecting the interest of the Debtor in all matters pending before the court; and e. representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm will be paid at the hourly rate of $400 and will be reimbursed for its out-of-pocket expenses. The retainer fee is $15,000. Richard Robles, Esq., a partner at the Law Offices of Richard R. Robles, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard R. Robles, Esq. Law Offices of Richard R. Robles, P.A. 905 Brickell Bay Drive, Suite 228 Miami, FL 33131 Tel: (305) 755-9200 Email: rrobles@roblespa.com About Good Guyz Investments Good Guyz Investments, LLC, a company in Sunny Isles Beach, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-10728) on Jan. 30, 2022, listing up to $1 million in assets and up to $10 million in liabilities. Bryan Goldstein, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. The Law Offices of Richard R. Robles, P.A. serves as the Debtor's legal counsel. GUARDION HEALTH: Amends ByLaws to Reduce Meeting Quorum Requirement ------------------------------------------------------------------- The Board of Directors of Guardion Health Sciences, Inc. approved Amendment No. 1 to the Second Amended and Restated Bylaws of the Company, effective immediately. The Amendment reduced the quorum requirement for a stockholders meeting to one-third (33 and 1/3%) of the total number of outstanding shares of stock of the company entitled to vote at the meeting, present in person or represented by proxy. About Guardion Health Sciences Headquartered in San Diego, California, Guardion -- http://www.guardionhealth.com-- is a specialty health sciences company that develops clinically supported nutrition, medical foods and medical devices, with a focus in the ocular health marketplace. Located in San Diego, California, the Company combines targeted nutrition with innovative, evidence-based diagnostic technology. Guardion Health reported a net loss of $8.57 million for the year ended Dec. 31, 2020, a net loss of $10.88 million for the year ended Dec. 31, 2019, and a net loss of $7.77 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $38.61 million in total assets, $1.97 million in total liabilities, and $36.64 million in total stockholders' equity. GVS TEXAS: Court Okays $300 Million Loans Lenders' Deal ------------------------------------------------------- Daniel Gill of Bloomberg Law reports that GVS Texas Holdings I LLC won court approval to settle disputes with lenders over interest owed for the bankrupt self-storage company's three secured loans totaling about $300 million. Under the settlements, approved late Tuesday, February 22, 2022, the lenders agreed to scale back the amount of default interest they'e charging GVS Texas for not paying its loans. They've also agreed to limit what they're seeking in attorneys' fees. The deals were reached to avoid litigation over the lenders' claims for default interest on the three loans for $110 million, $103 million, and $83 million, respectively. About GVS Texas Holdings I GVS Texas Holdings I, LLC and its affiliates are primarily engaged in renting and leasing a wide array of properties functioning principally as self-storage and parking facilities in 64 locations in Texas, Colorado, Illinois, Indiana, Mississippi, Missouri, Nevada, New York, Ohio, and Tennessee. Six of the properties are in the Dallas-Fort Worth Metroplex, with an additional 28 located elsewhere in Texas. The properties are managed by Great Value Storage, LLC. GVS Texas Holdings I and its affiliates sought Chapter 11 protection (Bankr. N. D. Texas Lead Case No. 21-31121) on June 17, 2021. The parent entity, GVS Portfolio I C, LLC, filed a voluntary Chapter 11 petition (Bankr. N. D. Texas Case No. 21-31164) on June 23, 2021. GVS Portfolio's case is jointly administered with that of GVS Texas Holdings I. Judge Michelle V. Larson oversees the cases. In its petition, GVS Texas Holdings I listed disclosed $100 million to $500 million in both assets and liabilities. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; and HMP Advisory Holdings, LLC, doing business as Harney Partners, as financial advisor. Getzler Henrich & Associates, LLC is the Debtors' accountant. HARROGATE INC: Fitch Withdraws 'B' Issuer Default Rating -------------------------------------------------------- Fitch Ratings has withdrawn the following Issuer Default Rating (IDR): -- Harrogate, Inc. (NJ) IDR. Previous Rating: 'B'/Negative Outlook. Following the withdrawal of Harrogate, Inc.'s rating, Fitch will no longer provide the associated ESG Relevance Scores for the issuer. HEALTHCHANNELS INTERMEDIATE: Moody's Affirms B3 Corp. Family Rating ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of HealthChannels Intermediate Holdco, LLC, including the B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 ratings on the senior secured revolving credit facility and term loan. The rating outlook is stable. The rating affirmation reflects Moody's view that HealthChannels will continue to slowly recover scribe volumes, despite currently remaining well below pre-coronavirus pandemic levels. Moody's views HealthChannels financial leverage as high, but the company's highly variable cost structure and good liquidity will enable it to continue recovering from the negative impacts of the pandemic. Affirmations: Issuer: HealthChannels Intermediate Holdco, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Gtd Senior Secured 1st Lien Revolving Credit Facility, Affirmed B3 (LGD4) Gtd Senior Secured 1st Lien Term Loan, Affirmed B3 (LGD4) Outlook Actions: Issuer: HealthChannels Intermediate Holdco, LLC Outlook, Remains Stable RATING RATIONALE HealthChannels' B3 Corporate Family Rating reflects the company's very narrow focus on the medical scribe industry. The ratings also reflect HealthChannels high financial leverage with debt/EBITDA of approximately 6.1 times for the last twelve month period ended September 30, 2021. Moody's expects HealthChannel's financial leverage to peak in the low 7 times range in 2022, before declining back to the low 6 times range thereafter. The company has moderate size and scale with revenues of approximately $260 million. The ratings are also constrained by HealthChannels moderate customer concentration given that, while spread across multiple sites and markets, the company's top five customers account for over one-quarter of its revenues. The ratings are supported by HealthChannels market leading position within the medical scribe industry. HealthChannels ratings are also supported by its highly variable cost structure, which provides for meaningful flexibility. The ratings also reflect the company's good liquidity with cash balances of approximately $32 million as of September 30, 2021. Moody's expects the company will maintain modestly positive free cash flow and full availability on its $30 million revolving credit facility, which expires in April 2023. Moody's expects the company will address the expiration of the revolving credit facility in the near-term. The stable outlook reflects Moody's view that HealthChannels' scribe hours will continue to improve but remain below pre-pandemic levels. The outlook also reflects Moody's expectation that financial leverage will remain high but will improve as the pandemic subsides, and that the company will maintain good liquidity. HealthChannels' senior secured first lien credit facility, comprised of a $30 million revolver and $385 million term loan, is rated B3, equivalent to the company's B3 CFR. The rating reflects the fact that the first lien credit facility constitutes the preponderance of the company's debt. Social and governance considerations are a material factor in HealthChannels' ratings. The ratings reflect negative social risk as a result of the ongoing coronavirus pandemic. HealthChannels experienced a significant decline in scribe hours (particularly in the outpatient segment), at the onset of the pandemic in late March and April 2020. While scribe hours are improving, Moody's expect the timeline for that recovery to be long and for the company's billed scribe hours and revenues to stay well below pre-pandemic levels in the near future. With respect to governance, the company's financial policies remain aggressive under private equity ownership by Vesey Street Capital Partners. In 2018, the company made a largely debt-financed $100 million distribution to shareholders, as well as a largely debt-financed acquisition of PhysAssist Scribes. Moody's believes the equity sponsor could pursue additional opportunistic tuck-in acquisitions, which could potentially increase financial leverage, although any large acquisitions would be less likely until a more meaningful recovery from the effects of the pandemic takes place. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if HealthChannels effectively manages its growth while achieving greater scale. An upgrade could also occur if the company's debt/EBITDA approaches 5.0 times and demonstrates more conservative financial policies. The ratings could also be upgraded if HealthChannels maintains sustained positive free cash flow and has very good liquidity. The ratings could be downgraded if the company's expansion strategy fails to produce profitable revenue growth. Ratings could also be downgraded if the company experiences continued declines in scribe hours resulting in structural revenue deterioration. Further, debt-funded acquisitions or dividends could result in a ratings downgrade. Lastly, the ratings could be downgraded if liquidity weakened, partially reflected in sustained negative free cash flow or a failure to extend the maturity of the revolving credit facility. Headquartered in Fort Lauderdale, FL, HealthChannels provides medical scribing services to hospitals and physician staffing companies. HealthChannels is majority-owned by private equity firm Vesey Street Capital Partners, LLC. The company generated revenues of approximately $260 million for the last twelve months ended September 30, 2021. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. HELIUS MEDICAL: Board Adopts 2022 Equity Incentive Plan ------------------------------------------------------- The Board of Directors of Helius Medical Technologies, Inc. adopted the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan. The effectiveness of the 2022 Plan and the grants made thereunder, are subject to stockholder approval. Awards. The 2022 Plan provides for the grant of incentive stock options ("ISOs"), nonstatutory stock options ("NSOs"), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company's affiliates. Authorized Shares. Initially, the maximum number of shares of the Company's Class A Common Stock, that may be issued under the 2022 Plan after it becomes effective may not exceed 1,121,272 shares of Common Stock. In addition, the number of shares of Common Stock reserved for issuance under the 2022 Plan would automatically increase on January 1 of each calendar year, starting on Jan. 1, 2023 through Jan. 1, 2027, to an amount equal to (i) 20% of the fully diluted number of shares of Common Stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (ii) a lesser number of shares determined by the Board prior to the date of the increase. The maximum number of shares of Common Stock that may be issued on the exercise of ISOs under the 2022 Plan is 11,212,720. Shares subject to stock awards granted under the 2022 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under the 2022 Plan. Shares withheld under a stock award to satisfy the exercise, strike or purchase price of a stock award or to satisfy a tax withholding obligation do not reduce the number of shares available for issuance under the 2022 Plan. If any shares of Common Stock issued pursuant to a stock award are forfeited back to or repurchased or reacquired by the Company (1) because of a failure to meet a contingency or condition required for the vesting of such shares; (2) to satisfy the exercise, strike or purchase price of an award; or (3) to satisfy a tax withholding obligation in connection with an award, the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the 2022 Plan. Plan Administration. The Board, or a duly authorized committee of the Board, will administer the 2022 Plan and is referred to as the "plan administrator". The Board may also delegate to one or more of the Company's officers the authority to: (1) designate employees (other than officers) to receive specified stock awards; and (2) determine the number of shares subject to such stock awards. Under the 2022 Plan, the Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award. Under the 2022 Plan, the Board also generally has the authority to effect, with the consent of any materially adversely affected participant, (A) the reduction of the exercise, purchase, or strike price of any outstanding option or stock appreciation right; (B) the cancellation of any outstanding option or stock appreciation right and the grant in substitution therefore of other awards, cash, or other consideration; or (C) any other action that is treated as a repricing under U.S. generally accepted accounting principles. Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2022 Plan; provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of Common Stock on the date of grant. Options granted under the 2022 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term of stock options granted under the 2022 Plan, up to a maximum of 10 years. Unless the terms of an optionholder's stock option agreement provide otherwise, if an optionholder's service relationship with the Company or any of its affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. If an optionholder's service relationship with the Company or any of its affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholder's service relationship with the Company or any of its affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include: (1) cash, check, bank draft or money order: (2) a broker-assisted cashless exercise; (3) the tender of shares of Common Stock previously owned by the optionholder; (4) a net exercise of the option if it is an NSO; or (5) other legal consideration approved by the plan administrator. Unless the plan administrator provides otherwise, options or stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order, official marital settlement agreement, or other divorce or separation instrument. Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of Common Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of the Company's stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the Company total combined voting power or that of any of its parent or subsidiary corporations unless: (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (2) the term of the ISO does not exceed five years from the date of grant. While grants under the 2022 Plan may be made to the Company's employees prior to such time as the plan is approved by its stockholders, any such grants will not be exercisable until shareholder approval of the 2022 Plan is obtained and any grants made prior to approval will be forfeited and cancelled if the 2022 Plan is not approved by our stockholders. Equity Awards to Executive Officers On Feb. 16, 2022, the Board approved grants to Dane C. Andreeff, the Company's President and Chief Executive Officer, Jeffrey S. Mathiesen, the Company's Chief Financial Officer and Treasurer, and Antonella Favit-Van Pelt, the Company's Chief Medical Officer, of special stock option awards. Ms. Favit-Van Pelt's stock option award was granted pursuant to the Company's 2018 Omnibus Incentive Plan, as amended, and Mr. Andreeff's and Mr. Mathiesen's stock option awards were granted pursuant to the 2022 Plan. Each of the option awards was recommended to the Board by the Compensation Committee in recognition of each executive officer's continuing service to the Company. Pursuant to the option awards, Mr. Andreeff will have the right to purchase up to 175,000 shares of the Company's Class A Common Stock, Mr. Mathiesen will have the right to purchase up to 37,000 shares of the Company's Class A Common Stock, and Ms. Favit-Van Pelt has the right to purchase up to 30,000 shares of the Company's Class A Common Stock. The option awards each have an exercise price per share equal to the closing price of the Class A Common Stock of the Company on Feb. 16, 2022, the date of grant, and has a 10 year term. The option award granted to Ms. Favit-Van Pelt vests in 12 equal amounts on the last day of each fiscal quarter, beginning on March 31, 2022. 1/6th of each of the option awards granted to Mr. Andreeff and Mr. Mathiesen will vest on June 30, 2022, contingent upon and following stockholder approval of the 2022 Plan, and the remainder of each award will vest in 10 equal amounts on the last day of each fiscal quarter thereafter. About Helius Medical Helius Medical Technologies -- http://www.heliusmedical.com-- is a neurotech company focused on neurological wellness. Its purpose is to develop, license or acquire non-invasive technologies targeted at reducing symptoms of neurological disease or trauma. Helius Medical reported a net loss of $14.13 million for the year ended Dec. 31, 2020, compared to a net loss of $9.78 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $7.88 million in total assets, $2.84 million in total liabilities, and $5.04 million in total stockholders' equity. Philadelphia, Pennsylvania-based BDO USA, LLP issued a "going concern" qualification in its report dated March 10, 2021, citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $118.9 million as of Dec. 31, 2020 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. HELIUS MEDICAL: Columbus Capital Entities Report 8.5% 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 Helius Medical Technologies, Inc. as of Dec. 31, 2021: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Columbus Capital Partners, L.P. 324,684 8.5% Columbus Capital Management, LLC 324,684 8.5% Matthew D. Ockner 377,414 9.9% A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1042113/000104211322000002/hsdt_13gv1.htm About Helius Medical Helius Medical Technologies -- http://www.heliusmedical.com-- is a neurotech company focused on neurological wellness. Its purpose is to develop, license or acquire non-invasive technologies targeted at reducing symptoms of neurological disease or trauma. Helius Medical reported a net loss of $14.13 million for the year ended Dec. 31, 2020, compared to a net loss of $9.78 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $7.88 million in total assets, $2.84 million in total liabilities, and $5.04 million in total stockholders' equity. Philadelphia, Pennsylvania-based BDO USA, LLP issued a "going concern" qualification in its report dated March 10, 2021, citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $118.9 million as of Dec. 31, 2020 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. HORIZON GLOBAL: Corre Entities, et al. Hold 9.9% Stake ------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Horizon Global Corporation as of Feb. 10, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Corre Opportunities Qualified 2,759,547 9.92% Master Fund, LP Corre Partners Advisors, LLC 2,780,438 9.99% Corre Partners Management, LLC 2,780,438 9.99% John Barrett 2,780,438 9.99% Eric Soderlund 2,780,438 9.99% On Feb. 10, 2022, the Issuer executed a commitment letter with Corre Partners Management, LLC, (the Investment Adviser), (together with the Fund and certain other investment funds for which it acts as investment manager) pursuant to which Corre committed to purchase, solely at the Issuer's option if necessary, shares of a new series of the Issuer's preferred stock to be authorized pursuant to the Issuer's Amended and Restated Certificate of Incorporation that would result in gross cash proceeds to the Issuer of up to $40,000,000. The proceeds of the sale of any New Preferred Stock would be used by the Issuer to repay a portion of the Notes and for working capital and general corporate purposes. The commitment letter expires on July 1, 2022. If issued, the New Preferred Stock would (i) accrue dividends in kind at a rate of 11.0% per annum, subject to increase upon the occurrence of certain events, (ii) be perpetual, but subject to voluntary redemption by the Issuer at its option and subject to mandatory redemption upon a change in control or the one-year anniversary of the maturity of the Term Loans and (iii) be convertible into Common Stock, at Corre's option and subject to stockholder approval, if the New Preferred Stock is not redeemed after the repayment of certain amounts owed by the Issuer or after the occurrence of certain events. In addition, the Issuer has also issued five-year warrants to the Fund and other private investment vehicles managed by the Investment Adviser to purchase up to 4,212,528 Shares with an exercise price of $1.50 per Share, subject to adjustment as provided in the warrants. Pursuant to a limitation on the right to exercise the warrants included in the form of warrant agreement, each Corre Warrant Holder has agreed to limit its right to exercise any portion of the warrants to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Corre Warrant Holder (together with the Corre Warrant Holder's affiliates), would, when aggregated with all other Shares beneficially owned by the Corre Warrant Holder at such time, beneficially own Shares in excess of 9.99% of the number of Shares outstanding (measured after giving effect to the issuance of Shares issuable upon exercise of the warrants). The Fund and other private investment vehicles managed by the Investment Adviser hold restricted stock units granted on June 16, 2021 pursuant to the Horizon Global Corporation 2020 Equity and Incentive Compensation Plan in connection with Mr. Barrett's appointment as a director of the Issuer. A grant of restricted stock units will continue to be made to the Corre RSU Holders on an annual basis for so long as Mr. Barrett continues to serve on the Board. The vesting period for the restricted stock units is one year, and at the end of the vesting period payment to the Corre RSU Holders for the restricted stock units shall be made in the form of Shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1537323/000091957422001689/d9373775_13d-a.htm About Horizon Global Horizon Global -- http://www.horizonglobal.com-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves OEMs, retailers, dealer networks and the end consumer. Horizon Global reported a net loss attributable to the Company of $36.56 million for the 12 months ended Dec. 31, 2020, compared to net income attributable to the company of $80.75 million for the 12 months ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $468.33 million in total assets, $494.26 million in total liabilities, and a total shareholders' deficit of $25.93 million. HOUGHTON MIFFLIN: S&P Places 'B' ICR on CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings placed its 'B' issuer credit rating on U.S. K-12 educational publishing and learning solutions provider Houghton Mifflin Harcourt Co. (HMH) on CreditWatch with negative implications. S&P said, "We expect to resolve the CreditWatch placement when details about the acquisition, including the company's proposed capital structure, become available. "The CreditWatch placement reflects our belief that the pending acquisition of HMH by affiliates of financial sponsor Veritas Capital will likely increase HMH's debt level, which could weaken the company's credit metrics well beyond our current downgrade threshold and limit HMH's ability to generate free cash flow through the next trough in the addressable K-12 textbook market. We expect the transaction to close in the second quarter of 2022. "We did not place HMH's issue level ratings on CreditWatch because we believe that the company will refinance its existing capital structure due to the change of control. "We will resolve the CreditWatch placement once we have details on the acquisition and new capital structure to review the potential effect on the company's credit metrics, and HMH's growth strategy and financial policy under its new owner." HOUSTON BLUEBONNET: Taps Walker & Patterson as New Legal Counsel ---------------------------------------------------------------- Houston Bluebonnet, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Walker & Patterson, P.C. to substitute for Crain Caton & James, P.C. The Debtor requires the services of the firm to address litigation and the remaining issues concerning its Chapter 11 small business plan and disclosure statement. The rates charged by the firm range from $600 to $625 per hour while the retainer fee is $30,000. The firm will also seek reimbursement for its out-of-pocket expenses. Johnie Patterson, Esq., a partner at Walker & Patterson, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Johnie Patterson, Esq. Walker & Patterson, P.C. P.O. Box 61301 Houston, TX 77208-1301 Tel: (713) 956-5577 Fax: (713) 956-5570 Email: jjp@walkerandpatterson.com About Houston Bluebonnet Houston Bluebonnet, LLC is a Texas limited liability company formed Dec. 5, 2007. It owns and manages a working interest in two producing oil and gas wells under an operating agreement for an oil, gas and mineral lease covering 20 acres in Brazoria County, Texas. The value of its working interest fluctuates with the price of oil. As of the filing of its bankruptcy case, Houston Bluebonnet valued its working interest at $90,000, based on the tax-assessed value calculated from the sales in 2015. Houston Bluebonnet filed for Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 16-34850) on Sept. 30, 2016. In the petition signed by Allyson Davis, authorized representative, the Debtor listed as much as $500,000 in both assets and liabilities. Johnie Patterson, Esq., at Walker & Patterson, P.C. is the Debtor's bankruptcy counsel. Gary E. Ellison, PC and Snelling Law Firm serve as special counsels. The Debtor filed its Chapter 11 small business plan and disclosure statement on June 14, 2017. HUMANIGEN INC: Valiant Entities Report 10.8% 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 Humanigen, Inc. as of Dec. 31, 2021: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Valiant Capital Management, L.P. 6,888,607 10.8% Valiant Capital Management, LLC 6,888,607 10.8% Christopher R. Hansen 6,888,607 10.8% Valiant Capital Master Fund, L.P. 4,750,594 7.4% Valiant Capital Partners Offshore, Ltd. 4,750,594 7.4% The Shares reported are owned directly by Valiant Capital Master Fund, L.P. (Master Fund) and other investment funds of which VCM LP is the general partner and/or investment adviser, and indirectly by Feeder Fund as a limited partner of Master Fund. As such, VCM LP may be deemed to be a beneficial owner of such Shares. VCM LLC, as the general partner of VCM LP, and Hansen, as the sole manager of VCM LLC, may also be deemed to be beneficial owners of such Shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1293310/000093583622000179/hgen13g2.htm About Humanigen, Inc. Based in Brisbane, California, Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. --http://www.humanigen.com-- is a clinical stage biopharmaceutical company developing its clinical stage immuno-oncology and immunology portfolio of monoclonal antibodies. The Company is focusing its efforts on the development of its lead product candidate, lenzilumab, its proprietary Humaneered anti-human GM-CSF immunotherapy, through a clinical research agreement with Kite Pharmaceuticals, Inc., a Gilead company to study the effect of lenzilumab on the safety of Yescarta, axicabtagene ciloleucel including cytokine release syndrome, which is sometimes also referred to as cytokine storm, and neurotoxicity, with a secondary endpoint of increased efficacy in a multicenter Phase Ib/IIclinical trial in adults with relapsed or refractory large B-cell lymphoma. Humanigen reported a net loss of $89.53 million for the 12 months ended Dec. 31, 2020, compared to a net loss of $10.29 million for the 12 months ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $77.94 million in total assets, $95.58 million in total liabilities, and a total stockholders' deficit of $17.64 million. ICONIX BRAND: Mudrick Entities No Longer Own Common Shares ---------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, these entities disclosed that as of Dec. 31, 2021, they have ceased to beneficially own shares of common stock of Iconix Brand Group, Inc.: * Mudrick Distressed Opportunity Drawdown Fund II, L.P. * Mudrick Distressed Opportunity Drawdown Fund II GP, LLC * Mudrick Capital Management, L.P. * Mudrick Capital Management, LLC * Jason Mudrick A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/857737/000092189522000550/sc13ga211509icon_02142022.htm About Iconix Brand Iconix Brand Group, Inc., owns, licenses and markets a portfolio of consumer brands including: CANDIE'S, BONGO, JOE BOXER, RAMPAGE, MUDD, MOSSIMO, LONDON FOG, OCEAN PACIFIC, DANSKIN, ROCAWEAR, CANNON, ROYAL VELVET, FIELDCREST, CHARISMA, STARTER, WAVERLY, ZOO YORK, UMBRO, LEE COOPER, ECKO UNLTD., MARC ECKO, ARTFUL DODGER, and HYDRAULIC. In addition, Iconix owns interests in the MATERIAL GIRL, ED HARDY, TRUTH OR DARE, MODERN AMUSEMENT BUFFALO and PONY brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty. Iconix Brand reported a net loss of $2.97 million for the year ended Dec. 31, 2020, compared to a net loss of $99.92 million for the year ended Dec. 31, 2019. As of March 31, 2021, Iconix had $401.38 million in total assets, $624.24 million in total liabilities, $24.52 million in redeemable non-controlling interest, and a total stockholders' deficit of $247.38 million. INFINERA CORP: Gilder, Gagnon Howe & Co. Reports 3.1% Equity Stake ------------------------------------------------------------------ Gilder, Gagnon, Howe & Co. LLC disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, it beneficially owns 6,559,821 shares of common stock of Infinera Corporation, representing 3.1 percent of the shares outstanding. The shares reported include 6,559,821 shares held in customer accounts over which partners and/or employees of the Reporting Person have discretionary authority to dispose of or direct the disposition of the shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/902464/000110465922021535/tm226138d12_sc13ga.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, compared to a net loss of $386.62 million for the year ended Dec. 28, 2019. As of Sept. 25, 2021, the Company had $1.53 billion in total assets, $520.19 million in total current liabilities, $468.84 million in long-term debt, $20.94 million in long-term accrued warranty, $30.05 million in long-term deferred revenue, $3.13 million in long-term deferred tax liability, $65.29 million in long-term operating lease liabilities, $84.76 million in other long-term liabilities, and $340.27 million in total stockholders' equity. INGLESIDE AT KING FARM: Fitch Assigns 'B-' IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed the 'B-' rating on the following bonds issued by the Mayor and Council of Rockville, MD (Rockville) on behalf of King Farm Presbyterian Retirement Community, Inc. d/b/a Ingleside at King Farm (IKF): -- $48.9 million economic development refunding revenue bonds, series 2017A-1; -- $23.8 million economic development refunding revenue bonds, series 2017A-2; -- $84.8 million economic development revenue bonds, series 2017B. Fitch also assigns a 'B-' Issuer Default Rating to IKF. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of and lien on the obligated group's (OG) gross revenues, a mortgage lien on the community, and a debt service reserve. ANALYTICAL CONCLUSION The affirmation of the 'B-' rating reflects a year of improved performance at IKF, but a material risk of default is still present, and a limited margin of safety remains. IKF is meeting its financial commitments; however, potential operational stressors remain in IKF's business and economic environment. IKF operations improved in 2021. Unaudited results show an operating ratio of 103.7% and net operating margin-adjusted of 23.3%, both materially better than the prior two years. IKF made its debt service covenant in 2021 after a violation in 2020, and the good cash flow, including additional sales of the independent living (IL) expansion apartments, led to unrestricted cash and investments growing to $15.8 million from $8.8 million. However, operational stress remains present. FY 2022 will be the first year IKF is tested on the higher maximum annual debt service (MADS) of $9.3 million, which will be up from $3.4 million. In FY 2021, Fitch's calculation shows IKF covering the $9.3 million at a thin 1.2x. Additionally, IKF continues to manage through two issues weighing on the financial profile. The first issue are entrance fee refunds that are coming due for residents, who have transitioned from IL to other levels of care (i.e. assisted living [AL], memory care, or skilled nursing). There are no new entrance fees associated with these refunds as the IL apartments were resold in prior years when the resident transitioned from IL. The payout of these "naked" entrance fees refunds have the potential to negatively affect IKF's unrestricted liquidity and total net entrance fees for the year. The balance sheet liability for these refunds was about $6.1 million at Jan. 31, 2022, with about $2.6 million in short-term liabilities. The second issue is that IKF continues to manage through entrance fee refunds on 90% and 100% contracts, as it tries to transition to lower priced, less refundable contracts. This difference between the entrance fees on the non-refundable contracts and the refunds on the refundable contracts was one driver of the debt service coverage violation in 2020. IKF has limited the number of non-refundable contracts it will offer in a year and that has helped reduced the stress on the net entrance fees. IKF's improved unrestricted liquidity position provides some financial cushion should these two issues begin to stress FY 2022 financial results. However, these issues could affect debt service coverage in FY 2022, especially given the higher MADS. IKF management reports a strong start to 2022, with $7 million of gross entrance fees received year-to-date, and the pipeline of sales remaining strong. Fitch also notes as a credit positive that IKF received $2 million of repayment in 2021 on a $3.5 million loan it made to Ingleside at Rock Creek, another campus outside the IKF OG that operates within the larger parent organization. IKF management reports it expects the loan to be steadily paid back over the next three years. With the campus repositioning project completed in early 2020, IKF's capital needs are minimal and capex is expected to remain well below depreciation, which provides an additional measure of financial flexibility over the next few years. The campus repositioning included a 120-unit IL expansion in a new seven-story building, called the Gardenside, 32 memory care AL units in a new three-story building, and a new center for healthy living. IKF's leverage position is very elevated, consistent with a non-investment grade credit, and that is due to the debt borrowed in support of the repositioning project. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Single Site LPC with a Good Market Position The midrange revenue defensibility is supported by IL occupancy that improved to 90% in 2021, which includes the occupancy in the 120-unit IL expansion, which reached 92% at the end of 2021. Prior to the expansion project, IL occupancy had been above 95%. Demand in the IKF's other service lines is mixed. Memory care, AL, and skilled nursing were all slightly behind budget in 2021. All three service lines are still ramping up from the campus repositioning projects and the extended effects the coronavirus pandemic. Skilled nursing has been particularly challenging as state law prevents IKF from taking outside admissions into its skilled nursing center. However, the demand in memory care has been improving and IKF is expected to open another 20 units in its memory care center early this year. The slow ramp up and the pandemic had led IKF to open only 20 memory care units (MCUs) to start, after the completion of the repositioning project. There is competition in the primary service area of Rockville, MD and in the region for all service lines, but IKF benefits from strong service area demographics, with excellent local wealth indicators (median income in Rockville is well above state and national levels). IKF's entrance fee pricing is consistent with area housing prices and resident wealth indicators, and IKF maintains a waitlist, with 97 members currently on the list. Operating Risk: 'b' Improved Performance; Leverage Position Stressed The weak operating risk assessment largely reflects IKF's elevated debt burden. At FYE 2021, IKF's maximum MADS as a percentage of revenue and debt to net available were consistent with a weaker operating assessment at 26% and 14.8x, respectively. Those figures should begin to moderate as debt amortizes and cash flow is expected to improve over the next two to four years but are expected to remain consistent with a non-investment grade credit. After two years in which the operating ratio exceeded 110%, the improved performance in FY 2021 led the operating ratio to moderate to 103.7% and the NOMA to improve to above 20%, the first year that has happened since 2017. Key to this was the Gardenside occupancy stabilizing above 90% and IKF improving its cost management within its other continuum of care service lines. The performance was also helped by approximately $500,000 in federal stimulus funding. Fill up of the remaining Gardenside apartments (about 10 are left to sell) and the opening of the additional 20 MCUs should support revenue growth over the next few years and keep the operational performance stable. Much of the financial performance will depend on the net entrance fee receipts. IKF had a good year for net entrance fee receipts in 2021, after a year of negative net entrance fees receipts in 2020, and 2022 has gotten off to a strong start. Over the last five years, capex averaged 433.1% of depreciation reflecting the spending on the campus repositioning project. As a result, IKF has no major capital projects planned and capex spending is expected to remain well below depreciation at about $4 million a year. Financial Profile: 'b' Base Case Performance Adequate for Rating Level Given IKFs midrange revenue defensibility and weak operating risk and Fitch's forward-looking scenario analysis, Fitch expects key leverage metrics to remain stable through the current economic and business cycle. IKF had unrestricted cash and investments of approximately $15.8 million at Dec. 31, 2021, which represented about 17.9% of total adjusted debt, when including a $9.3 million debt service reserve fund. Days cash on hand of 189 days was above the covenant and debt service of the current $3.4 million was good at 2.7x (as calculated by Fitch). Fitch's baseline scenario, which is a reasonable forward look of financial performance over the next five years given current economic expectations, shows IKF operating ratio improving over the next few years to closer to 100%. Capital spending is expected to be below depreciation over this time given that IKF the completed its campus repositioning project. At the 'B-' rating level Fitch just looks at the base case performance, which shows IKF's financial profile largely stable to slightly improved over the next five years. Asymmetric Additional Risk Considerations No asymmetric risk factors affected this rating determination. In late 2021, the CFO of the parent company left the organization, and the Executive Director at IKF also left. There is an interim Executive Director on site at IKF, who was already at IKF, and an interim CFO, who is a consultant to the organization, is in place at the parent. A search has begun to find permanent replacements for the Executive Director. While executive management turnover can be a concern, Fitch notes that key long serving management staff at IKF remain in place, including on the financial team. Fitch interacted with both the interim CFO and a key member of the financial team as part of the current rating review and has no credit concerns regarding the management turnover. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Growth in unrestricted liquidity such that it stabilizes above $15 million in unrestricted liquidity; -- MADS coverage that stabilizes above 1.3x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Deterioration in unrestricted liquidity such that unrestricted liquidity falls to below $10 million; -- Failure to cover the $9.3 million FY 2022 MADS, which is the first year, per bond documents, that IKF will be tested on the funds it borrowed for its completed campus repositioning project. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. IKF is a type-C LPC located in Rockville, MD about 15 miles outside of Washington, D.C. that opened in 2009 and achieved stabilized occupancy in 2012. It currently offers 365 ILUs, 32 AL units, 32 memory care/AL beds and 45 skilled nursing facility beds. Total operating revenues (unaudited) were $33.9 million in fiscal 2021. IKF is the only member of the OG. IKF's parent company and sole corporate member is Westminster Ingleside King Farm Presbyterian Retirement Communities, Inc., d/b/a Ingleside. Ingleside is also the sole member of two other LPCs, Ingleside at Rock Creek in Washington, D.C. and Westminster at Lake Ridge (BB/Negative) in Lake Ridge, VA, as well as a non-profit supporting foundation, a for-profit development arm and non-profit home care service provider. 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. INGROS FAMILY: $3.8M Sale to Cosma to Fund Plan Payments -------------------------------------------------------- The Ingros Family, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement to accompany Chapter 11 Plan dated Feb. 21, 2022. The Debtor owns a building located at 295 Third Street, Beaver, PA 15009. The Debtor's sole source of revenue is rental income. However, one of the Debtor's secured creditors, Enterprise Bank, currently receives all rents pursuant to a pre-petition assignment of rents. The Debtor entered into a Purchase and Sale Agreement with COSMA, LLC dated January 10, 2022 (the "Agreement"). The purchase price under the agreement is $3,800,000.00. The purchase price was heavily negotiated and during the negotiations, the Debtor sought input from its court-approved real estate broker in addition to its first and second position secured creditors whose collective claims exceed $4,300,000.00. The Debtor, with the consent of its first two secured creditors, agreed to forgo a competitive sales process in exchange for COSMA, LLC agreeing to the $3,800,000.00 purchase price. The Debtor's first two secured creditors consist of Enterprise Bank and Ryan Sharbonno. Their respective lien priority is disputed. It is undisputed that they are the first two secured creditors with respect to the Debtor's real property. Their lien priority dispute was the subject of a pre-petition declaratory judgment action in the Beaver County Court of Common Pleas. Said case was removed to this Court and is currently pending at 20 02165. From the sale proceeds, the Debtor will immediately pay its real estate broker's commission, its legal fees and all standard closing costs. The remainder of the sales proceeds will be held in escrow by Ryan J. Cooney for the benefit of Enterprise Bank and Ryan Sharbonno pending a determination or settlement of their lien priority dispute. All disbursements from the escrow shall either be approved by both Enterprise Bank and Ryan Sharbonno in writing or be directed by an Order from this Court. At the closing on the sale with COSMA, LLC, all liens in favor of Enterprise Bank and Ryan Sharbonno will be transferred to the sales proceeds. Enterprise Bank and Ryan Sharbonno will satisfy all mortgages, judgements, and other potential liens or encumbrances at the closing on the sale to COSMA, LLC. Within 10 days of the filing of this Disclosure Statement and accompanying Plan, the Debtor will file a Motion pursuant to 11 U.S.C. §506 and Bankruptcy Rule 3012 through which it will seek a determination that the claims of the Fundworks, LLC, and Carmine Foglio are unsecured in their entirety. These claims will be identified as unsecured in this Disclosure Statement and accompanying Plan. If successful Fundworks, LLC and Carmine Foglio will be required to satisfy all mortgages, judgements, or other liens against the Debtor's real property at the closing on the sale to COSMA, LLC. Class 1 consists of the claim of Enterprise Bank in the amount of $3,374,459.63. This Class shall be paid up to 100% of allowed claim following sale of the Debtor's Real Property and determination of lien priority; lien will transfer to proceeds upon closing of sale. Class 2 consists of the claim of Ryan Sharbonno in the amount of $578,516.68. This Class shall be paid up to 100% of allowed claim following sale of the Debtor's Real Property and determination of lien priority; lien will transfer to proceeds upon closing of sale. Class 3 consists of General Unsecured Non-Tax Claims in the total amount of 562,224.61. This Class shall receive a 0% dividend. The Plan proposes to pay all creditors up to 100% of their allowed claim in accordance with the priority structure set forth in the bankruptcy code from the sale of the Debtor's building. The property has been extensively marketed and the secured creditors support the sale. A full-text copy of the Disclosure Statement dated Feb. 21, 2022, is available at https://bit.ly/3BJT8OP from PacerMonitor.com at no charge. Counsel for the Debtor: RYAN J. COONEY PA I.D. #319213 SY O. LAMPL PA I.D. #324741 223 Fourth Avenue, 4th Floor Pittsburgh, PA 15222 (412) 392-0330 (phone) (412) 392-0335 (facsimile) Email: rcooney@lampllaw.com About The Ingros Family The Ingros Family, LLC, a company based in Beaver, Pa., filed a petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 20-22606) on Sept. 4, 2020, listing as much as $10 million in both assets and liabilities. Jeffrey S. Ingros, manager of Ingros Family, signed the petition. Judge Carlota M. Bohm oversees the case. Robert O Lampl Law Office serves as the Debtor's bankruptcy counsel. INNERLINE ENGINEERING: Has Deal on Cash Collateral Access --------------------------------------------------------- Innerline Engineering, Inc. and the U.S. Small Business Administration have advised the U.S. Bankruptcy Court for the Central District of California, Riverside Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agree the Debtor may use cash collateral. The Debtor represents to the SBA that it will make no additional or unauthorized use of cash collateral retroactive from the SBA Loan date until entry of an Order Confirming the Debtor's Plan of Reorganization or April 30, 2022, whichever occurs earlier, for ordinary and necessary expenses. The Debtor's use of cash collateral may be renewed upon subsequent stipulation with SBA or by order of the Court. Pre-petition, on May 10, 2020, the Debtor executed an SBA Note, pursuant to which the Debtor obtained a loan in the amount of $150,000. The terms of the Note require the Debtor to pay principal and interest payments of $731 every month beginning 12 months from the date of the Note over the 30 year term of the SBA Loan. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice of penalty. Pursuant to the SBA Loan Authorization and Agreement executed on May 10, 2020, the Debtor is required to "use all the proceeds of this Loan solely as working capital to alleviate economic injury caused by disaster occurring in the month of January 31, 2020 and continuing thereafter and to pay Uniform Commercial Code lien filing fees and a third-party UCC handling charge of $100 which will be deducted from the Loan amount." As evidenced by a Security Agreement executed on May 10, 2020 and a validly recorded UCC-1 filing on Mary 29, 2020 as Filing Number 207782914989, the SBA Loan is secured by all tangible and intangible personal property. As adequate protection, retroactive to the Petition Date, SBA will receive a replacement lien on all postpetition revenues of the Debtor to the same extent, priority and validity that its lien attached to the cash collateral. The scope of the replacement lien is limited to the amount (if any) that cash collateral diminishes postpetition as a result of the postpetition use of cash collateral by the Debtor. The replacement lien is valid, perfected and enforceable and will not be subject to dispute, avoidance, or subordination, and this replacement lien need not be subject to additional recording. The SBA is authorized to file a certified copy of the cash collateral order and any other necessary and related documents to further perfect its lien. The Debtor also agrees to maintain insurance on the personal property collateral and to designate SBA as a loss payee or additional insured in accordance with the SBA Loan and related load documents and agrees to provide proof of insurance within seven days upon written request of the SBA. The Stipulation will remain in effect until April 30, 2022, or until the Parties enter into an amended Stipulation or a consensual Chapter 11 Plan, or until the case is converted or dismissed, whichever first occurs. A copy of the Stipulation is available at https://bit.ly/3IijY32 from PacerMonitor.com. About Innerline Engineering Corona, Cal.-based Innerline Engineering, Inc. -- http://www.innerlineengineering.com/-- offers a variety of services to municipalities, utility owners, industrial facilities and commercial property owners for the maintenance of their underground utilities. Innerline Engineering filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-14305) on Aug. 9, 2021, listing as much as $10 million in both assets and liabilities. Thomas J.C. Yeh, chief financial officer, signed the petition. Judge Wayne E. Johnson oversees the case. Resnik Hayes Moradi LLP serves as the Debtor's bankruptcy counsel. INNOVATIVE MEDTECH: Issues Going Concern Doubt Warning ------------------------------------------------------ Innovative MedTech, Inc., said in a recent regulatory filing that there is substantial doubt about the Company's ability to continue as a going concern. Innovative MedTech continues to have limited capital resources and has experienced net losses and negative cash flows from operations and expects these conditions to continue for the foreseeable future, the Company explained in its quarterly report on Form 10-Q for the three months ended December 31, 2021. As of December 31, 2021, the Company had $125,390 cash available for operations and had an accumulated deficit of $15,374,186. Management believes that cash on hand as of December 31, 2021 is not sufficient to fund operations through June 30, 2022. The Company will be required to raise additional funds to meet its short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company. For the six months ended December 31, 2021 and 2020, the Company reported a net loss of $458,174 and $390,402, respectively. The Company believes that additional capital will be required to fund operations through June 30, 2022 and beyond, as it attempts to generate increasing revenue, and develop new products. The Company intends to attempt to raise capital through additional equity offerings and debt obligations. There can be no assurance that the Company will be successful in obtaining financing at the level needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Innovative MedTech, Inc., formerly Fresh Harvest Products, Inc., provides health and wellness services. In March 2021, the Company acquired two companies, Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc., an adult day care center franchisor and provider. With 28 centers (2 corporate and 26 franchise locations) located in 13 states, SarahCare offers seniors daytime care and activities ranging from meeting their physical and medical needs, on a daily basis, ranging from nursing care to salon services and providing meals, to offering engaging and enriching activities to allow them to continue to lead active and engaged lives. In April 2021, the Company formed 10 wholly-owned limited liability companies which will operate 10 additional SarahCare facilities. As of December 31, 2021, the newly formed entities are non-operating. Operations expect to begin in May 2022. As of December 31, 2021, the Company maintained total assets of $4,793,182, total liabilities including long-term debt of $5,231,801 along with an accumulated deficit of $15,374,186. INTEGRATED VENTURES: CVI, Heights Capital Report 4.9% Equity Stake ------------------------------------------------------------------ CVI Investments, Inc. and Heights Capital Management, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 10,636,746 shares of common stock of Integrated Ventures, Inc., representing 4.9 percent of the shares outstanding. The Company's Quarterly Report on Form 10-Q for the quarterly period ended Sept. 30, 2021 indicates there were 204,961,362 Shares outstanding as of Nov. 12, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1520118/000110465922022510/tm226115d32_sc13ga.htm About Integrated Ventures Inc. Integrated Ventures Inc. -- www.integratedventuresinc.com -- operates as technology holdings Company with focus on cryptocurrency sector. Integrated Ventures reported a net loss of $22.43 million for the year ended June 30, 2021, compared to a net loss of $1.08 million for the year ended June 30, 2020. As of Dec. 31, 2021, the Company had $16.16 million in total assets, $586,705 in total liabilities, $1.13 million in series C preferred stock, $3 million in series D preferred stock, and $11.45 million in total stockholders' equity. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 24, 2021, citing that the Company has suffered net losses from operations in current and prior periods and has an accumulated deficiency, which raises substantial doubt about its ability to continue as a going concern. ION GEOPHYSICAL: Footprints Asset Has 3.69% Stake as of Dec. 31 --------------------------------------------------------------- Footprints Asset Management & Research, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2021, it beneficially owns 1,091,687 shares of common stock of Ion Geophysical Corp., representing 3.69 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/866609/000119312522039157/d117460dsc13g.htm About ION Geophysical Corp. Headquartered in Houston, Texas, ION (NYSE: IO) -- http://www.iongeo.com-- is an innovative, asset light global technology company that delivers powerful data-driven decision-making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. The Company provides its services and products through two business segments -- E&P Technology & Services and Operations Optimization. ION Geophysical reported a net loss of $37.11 million for the year ended Dec. 31, 2020, compared to a net loss of $47.21 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $190.91 million in total assets, $256.07 million in total liabilities, and a total deficit of $65.17 million. Houston, Texas-based Grant Thornton LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company had outstanding $120.6 million aggregate principal amount of its 9.125% Senior Secured Second Priority Notes, which mature on Dec. 15, 2021. The Notes, classified as current liabilities, caused the Company's current liabilities to exceed its current assets by $150.9 million and its total liabilities exceed its total assets by $71.1 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on Jan. 6, 2022, S&P Global Ratings lowered its issuer credit rating on U.S.-based marine seismic data company ION Geophysical Corp. to 'D' from CCC'. S&P said the downgrade reflects ION Geophysical's missed interest and principal payments on its 8% senior secured notes due 2025 and its 9.125% unsecured notes due 2021. IPPOLITO'S PIZZA: Taps Morrison Tenenbaum as Bankruptcy Counsel --------------------------------------------------------------- Ippolito's Pizza Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Morrison Tenenbaum, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the management of its estate; (b. assisting in any amendments of bankruptcy schedules and other financial disclosures, and in the preparation, review or amendment of a disclosure statement and plan of reorganization; (c) negotiating with creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; (d) preparing reports and legal papers to be filed by the Debtor in the case; (e) appearing before the bankruptcy court; and (f) performing all other legal services for the Debtor. The firm's hourly rates are as follows: Lawrence F. Morrison, Esq. $595 Brian J. Hufnagel, Esq. $495 Associates $380 Paraprofessionals $250 Morrison Tenenbaum received a retainer fee in the amount of $10,000. Lawrence Morrison, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lawrence F. Morrison, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Phone: 212-620-0938 Email: lmorrison@m-t-law.com About Ippolito's Pizza Ippolito's Pizza Corporation filed a petition for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 21-42683) on Oct. 21, 2021, listing up to $50,000 in both assets and liabilities. Joseph Ippolito, president, signed the petition. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Morrison Tenenbaum, PLLC as legal counsel. IRONSIDE LLC: Seeks to Hire Baker Botts as Litigation Counsel ------------------------------------------------------------- Ironside, LLC and Ironside Lubricants, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Baker Botts, L.L.P. as its special litigation counsel. On Jan. 6, 2021, Lubchem, Inc. filed a Proof of Claim (Claim no. 8-1) in the above-styled and numbered bankruptcy case, and a virtually identical Proof of Claim (Claim no. 3) was filed in the Ironside Lubricants case, no. 20-34223. The firm will represent the Debtors in the trial on the Lubchem Claims Objection, and all pretrial matters leading up to the trial. Baker Botts shall charge an hourly rate of $850 per hour. While Nick Brown, Esq. will be the primary co-counsel to Brian Wunder, Esq. of Gibson Wunder, P.C., other professionals with Baker Botts, L.L.P. may be involved on an as needed basis. A $50,000 retainer shall be paid to Baker Botts, L.L.P. by Randy Riney, sole member and manager of each of the Debtors. Mr. Brown, a partner at Baker Botts, assured the court that he and his firm do hold or represent interests adverse to the Debtors' Estates, and are disinterested persons, as said term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Nick Brown, Esq. Baker Botts, L.L.P. 910 Louisiana Street Houston, TX 77002-4995 Phone:+1 713 229 1234 Fax:+1 713 229 1522 About Ironside LLC Ironside, LLC designs and builds a line of thru-tubing mud motors and other components for the oilfield industry. Its products include bearings, transmissions, components, motors, agitator, and dual flapper valve. Visit https://ironsidemfg.com for more information. Ironside, LLC and its affiliate, Ironside Lubricants, LLC, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34222) on Aug. 20, 2020. Randy Riney, managing member, signed the petitions. At the time of the filing, Ironside, LLC disclosed estimated assets of $1 million to $10 million and estimated liabilities of $500,000 to $1 million. Judge Eduardo V. Rodriguez oversees the cases. Pendergraft & Simon, LLP serves as the Debtors' legal counsel. IRONSIDE LLC: Seeks to Hire Gibson Wunder as Litigation Counsel --------------------------------------------------------------- Ironside, LLC and Ironside Lubricants, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Gibson Wunder, P.C. as its special litigation counsel. On Jan. 6, 2021, Lubchem, Inc. filed a Proof of Claim (Claim no. 8-1) in the above-styled and numbered bankruptcy case, and a virtually identical Proof of Claim (Claim no. 3) was filed in the Ironside Lubricants case, no. 20-34223. The firm will represent the Debtors in the trial on the Lubchem Claims Objection, and all pretrial matters leading up to the trial. The firm shall charge $ 150 to $ 595. The hourly rate for the services performed by Brian Wunder, Esq. will be $ 595. With other employees of the firm charging hourly rates as follows: paralegals: $ 150; associates: from $ 350 to $ 500. A $30,000 retainer shall be paid to the firm by Randy Riney , sole member and manager of each of the Debtors. Mr. Wunder. a partner at Gibson Wunder, assured the court that he and his firm do hold or represent interests adverse to the Debtors' Estates, and are disinterested persons, as said term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Brian Wunder, Esq. Gibson Wunder, P.C. 1221 Lamar St, Suite 1001 Houston, TX 77010 Phone: 713-897-8008 About Ironside LLC Ironside, LLC designs and builds a line of thru-tubing mud motors and other components for the oilfield industry. Its products include bearings, transmissions, components, motors, agitator, and dual flapper valve. Visit https://ironsidemfg.com for more information. Ironside, LLC and its affiliate, Ironside Lubricants, LLC, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34222) on Aug. 20, 2020. Randy Riney, managing member, signed the petitions. At the time of the filing, Ironside, LLC disclosed estimated assets of $1 million to $10 million and estimated liabilities of $500,000 to $1 million. Judge Eduardo V. Rodriguez oversees the cases. Pendergraft & Simon, LLP serves as the Debtors' legal counsel. IRONSIDE LLC: Seeks to Hire Grease Technology as Expert Witness --------------------------------------------------------------- Ironside, LLC and Ironside Lubricants, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Charles "Chuck" Coe and his firm, Grease Technology Solutions, LLC, as expert witnesses. Mr. Coe and his firm to provide expert testimony on the differences in the grease and lubricants manufactured by Ironside Lubricants and Lubchem. This work will involve a review of documents, analysis, preparing a report and/or summary of findings as requested, providing expert testimony at deposition and trial. The firm will be paid as follows: a. Consultant will be compensated for consulting services at the rate of $400 per hour, $500 per hour for time testifying, and $100 per hour for travel time. b. A $10,000 retainer shall be paid to Grease Technology Solutions, LLC by Randy Riney. Such retainer shall be returned to Randy Riney upon approval by the Court, and full payment, of the fees and expenses of Grease Technology Solutions, LLC by the Bankruptcy Estates of the Debtors. As disclosed in the court filings, neither Mr. Coe nor his firm hold or represent interests adverse to the Debtors’ Estates. Mr. Coe and hisfirm are disinterested persons, as said term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Charles "Chuck" Coe Grease Technology Solutions, LLC 7010 Bruin Ct Manassas, VA 2011 Phone: +1 703-335-1978 About Ironside LLC Ironside, LLC designs and builds a line of thru-tubing mud motors and other components for the oilfield industry. Its products include bearings, transmissions, components, motors, agitator, and dual flapper valve. Visit https://ironsidemfg.com for more information. Ironside, LLC and its affiliate, Ironside Lubricants, LLC, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34222) on Aug. 20, 2020. Randy Riney, managing member, signed the petitions. At the time of the filing, Ironside, LLC disclosed estimated assets of $1 million to $10 million and estimated liabilities of $500,000 to $1 million. Judge Eduardo V. Rodriguez oversees the cases. Pendergraft & Simon, LLP serves as the Debtors' legal counsel. KADMON HOLDINGS: Point72 Asset, et al. No Longer Own Common Shares ------------------------------------------------------------------ In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities reported that as of Dec. 31, 2021, they have ceased to be beneficial owners of shares of common stock of Kadmon Holdings, Inc.: * Point72 Asset Management, L.P. * Point72 Capital Advisors, Inc. * Cubist Systematic Strategies, LLC * Steven A. Cohen A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1557142/000089914022000340/k020822a.htm About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com -- is a clinical-stage biopharmaceutical company that discovers, develops and delivers transformative therapies for unmet medical needs. The Company's clinical pipeline includes treatments for immune and fibrotic diseases as well as immuno-oncology therapies. For the nine months ended Sept. 30, 2021, Kadmon reported a net loss of $91.77 million. Kadmon reported a net loss attributable to common stockholders of $111.03 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $63.43 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $304.26 million in total assets, $290.25 million in total liabilities, and $14.01 million in total stockholders' equity. KC PANORAMA: Seeks to Hire Gibson Sotheby's as Real Estate Broker ----------------------------------------------------------------- KC Panorama, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Gibson Sotheby's International Realty as its real estate broker. The firm will assist with the sale and disposition of the Debtors' real property located at 5 Concord Road, Weston, Massachusetts. The firm's services include: a. marketing the Properties using such advertising, solicitation of outside brokers, and other promotional and marketing activities as may be necessary and agreed upon with the Debtors; b. analyzing offers and proposals from potential purchasers and offering recommendations to the Debtors in connection with any proposed transaction involving the property; c. assisting with negotiations regarding any potential transaction involving the property; and d. assisting with the consummation of any transactions involving the property. The firm will be paid a commission of 3 percent on the sale price of the properties. Gibson Sotheby’s is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of same, and does not hold or represent an interest adverse to the Debtors or the Debtors' estates, according to court filings. The firm can be reached through: Rikki Conley Gibson Sotheby's International Realty 556 Tremont St. Boston, MA 02118 Phone: +1 617-426-6900 About KC Panorama KC Panorama LLC, a Waltham, Mass.-based company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass Case No. 21-10827) on June 4, 2021, listing total assets of $11,703,396 and total liabilities of $23,507,162. KC Panorama President Kai Zhao signed the petition. Judge Frank J. Bailey oversees the case. Ravosa Law Offices, P.C. is the Debtor's legal counsel. KISSMYASSETS LLC: Seeks Approval to Hire Cape Fear as Broker ------------------------------------------------------------ Kissmyassets, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Cape Fear Commercial, LLC as its broker. The broker will list and market the Debtor's property located at 419 S. College Road, Unit 39, Wilmington, North Carolina. The firm will receive a commission equal to 6 percent of the gross purchase price for the property. As disclosed in the court filings, Cape Fear does not hold or represent interests adverse to the estate, and is a disinterested within the meaning of Sec. 327(a) of the Bankruptcy Code. The firm can be reached through: Paul S. Loukas, CCIM Cape Fear Commercial, LLC 1051 Military Cutoff Road Suite 200 Wilmington, NC 28405 Phone: +1 910-344-1000 About Kissmyassets LLC Kissmyassets, LLC owns a unit in a commercial shopping center located at 419 S. College Road Unit 39, in Wilmington, N.C. Kissmyassets filed a petition for Chapter 11 protection (Bankr. E.D. N.C. Case No. 21-01316) on June 8, 2021, disclosing total assets of up to $500,000 and total liabilities of up to $50,000. Judge Stephani W. Humrickhouse oversees the case. The Law Offices of Oliver & Cheek, PLLC and Atlantic Tax & Accounting, Inc. serve as the Debtor's legal counsel and accountant, respectively. KLAUSNER LUMBER: Creditor Objects to Chapter 11 Plan ---------------------------------------------------- Leslie A. Pappas of Law360 reports that a top creditor of a North Carolina sawmill that filed for bankruptcy in 2020 after its Austria-based developers abandoned it at the beginning of the COVID-19 pandemic objected on Monday, February 21, 2022, to the sawmill's Chapter 11 plan, arguing that it is discriminatory and was not proposed in good faith. The bankrupt sawmill, Klausner Lumber Two LLC, improperly "gerrymandered" unsecured creditors into three separate classes "to manipulate voting" and increase the likelihood of obtaining support for its plan from at least one of the classes, Carolina Sawmills LP said in its objection filed on Monday, February 21, 2022. About Klausner Lumber One Klausner Lumber One, LLC, is a privately-held company in the lumber and plywood products manufacturing industry. It is 100% owned by non-debtor Klausner Holding USA, Inc. Klausner Lumber One sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11033) on April 30, 2020. At the time of the filing, Debtor disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Karen B. Owens oversees the case. The Debtor has tapped Westerman Ball Ederer Miller Zucker & Sharfstein, LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as local counsel; Asgaard Capital, LLC as restructuring advisor; and Cypress Holdings, LLC, as investment banker. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Foley & Lardner LLP and Faegre Drinker Biddle & Reath LLP as its counsel. KUN PENG: Posts $338K Net Income in First Quarter ------------------------------------------------- Kun Peng International Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $337,858 on $4.67 million of net revenue for the three months ended Dec. 31, 2021, compared to a net loss of $370,718 on $545,961 of net revenue for the three months ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $3.68 million in total assets, $5.35 million in total liabilities, and a total deficit of $1.67 million. As of Dec. 31, 2021 and Sept. 30, 2021, the Company had a cash and cash equivalents balance of $2,687,348 and $2,059,685, respectively. For the three months ended Dec. 31, 2021, net cash provided by operating activities totaled to $679,690. Operating cash inflow was mainly attributable to the net income, $337,858, a decrease in prepayments to vendors, $103,754 and an increase in amount due to related parties, $741,889, offset by payments made to third party vendors, $366,122, an increase in advance to its employees, $30,413, a decrease in customers' prepayment, $78,588, an increase in payroll payments, $13,936 and an increase in indirect tax payments, $24,284. Net cash used in investing activities totaled to $7,459, was primarily related to the purchase of office and computer equipment. There was no financing activity for the three months ended Dec. 31, 2021. Effect of exchange rate change on cash totaled $44,568. The resulting change in cash for the period was an increase of $627,663. Kun Peng stated "We require additional cash of approximately $1.5 million within the next twelve months which primarily relates to third party vendors payables. In an effort to support and maintain our financial positions and operations, the Company focused on increasing its revenue through its online platform and slimming its overhead costs. As aforementioned, during the first quarter of 2022, our average monthly online sales increased. We also reduced the compensation and benefits of our executives, decreased office supplies expense, trimmed staff meeting expense and terminated the lease arrangements of employee accommodations. Simultaneously, our directors and stakeholders continue to support our operation financially. We believe that such measures will improve our liquidity in the next twelve months. If we are not able to increase revenue or obtain any financing, we may be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1502557/000149315222005009/form10-q.htm About Kun Peng Kun Peng International Ltd. is engaged in the sale of health care products and services through its online platform. KPIL is a Nevada holding company with operations in the People's Republic of China conducted by various subsidiaries and through contractual agreements with a variable interest entity, King Eagle (Tianjin) Technology Co., Ltd. Kun Peng reported a net loss of $1.77 million for the year ended Sept. 30, 2021, compared to a net loss of $208,771 for the year ended Sept. 30, 2020. Malaysia-based J&S Associate, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Jan. 13, 2022, citing that the Company has suffered recurring losses from operations and has incurred an accumulated deficit of $1,821,105 and a working capital deficit of $2,318,784 as at Sept. 30, 2021. These matters raise substantial doubt about the Company's ability to continue as a going concern. KURNCZ FARMS: Committee Taps Keller & Almassian as New Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Kurncz Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Keller & Almassian, PLC to substitute for Varnum, LLP. Varnum withdrew as the committee's legal counsel in the Debtor's Chapter 11 case earlier this month. Keller & Almassian's services include: a. attending the meetings of the committee; b. reviewing financial and operational information furnished by the Debtor to the committee; c. assisting in the efforts to sell assets of the Debtor in a manner that maximizes value for creditors; d. reviewing and investigating pre-bankruptcy transactions related to the Debtor; e. analyzing and negotiating any proposed sale, Chapter 11 plan or exit strategy in the Debtor's case; f. conferring with the Debtor's management, counsel and financial advisors; g. review the Debtor's schedules, statement of financial affairs and business plan; h. advising the committee as to the ramifications regarding all of the Debtor's activities and motions before the court; i. reviewing and analyzing the work product of the Debtor's investment and financial advisors; j. providing the committee with legal advice in relation to the case; k. preparing various applications and memoranda of law submitted to the court for consideration; and l. performing other necessary legal services for the committee. The hourly rates charged by the firm's attorneys and paralegals are as follows: A. Todd Almassian, Partner $400 per hour Greg J. Ekdahl, Partner $400 per hour Sarah Kuklewski, Paralegal $165 per hour The firm will be paid a retainer in the amount of $20,000 and will also be reimbursed for its out-of-pocket expenses. A. Todd Almassian, Esq., a partner at Keller & Almassian, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: A. Todd Almassian, Esq. Greg J. Ekdahl, Esq. Keller & Almassian, PLC 230 E. Fulton Street Grand Rapids, MI 49503 Tel: (616) 364-2100 Email: talmassian@kalawgr.com gekdahl@kalawgr.com About Kurncz Farms Kurncz Farms, Inc. is part of the cattle ranching and farming industry. The company is based in Saint Johns, Mich. Kurncz Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 21-02612) on Nov. 30, 2021, listing as much as $10 million in both assets and liabilities. Peter J. Kurncz, president of Kurncz Farms, signed the petition. Susan M. Cook, Esq., at Warner Norcross + Judd, LLP and Barron Business Consulting serve as the Debtor's legal counsel and business consultant, respectively. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtor's case on Nov. 22, 2021. The committee is represented by Keller & Almassian, PLC. KYTO TECHNOLOGY: Issues Going Concern Doubt Warning --------------------------------------------------- Kyto Technology and Life Science, Inc., a business development company, warned in a recent regulatory filing with the Securities and Exchange Commission that the Company has substantial doubt about its ability to continue as a going concern. The Company has created a portfolio of minority investments in early-stage start-up companies and derives its revenue opportunity from the sale of those investments. The sales are outside the Company's control and depend on merger & acquisition transactions or initial public offerings, which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow, Kyto explained in its quarterly report on Form 10-Q for the three months ended December 31, 2021. As of December 31, 2021, the Company had approximately $600,000 of cash to cover its operating expenses, and new investment requirements and is continuing to raise additional funding on a recurring monthly basis. If successful, it will have sufficient funding for further investments and ongoing operations. However, there is no assurance that the Company will be able to raise sufficient cash to cover its requirements on attractive terms, if at all, and whether it will be able to continue as a going concern. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the Company said. Stay at home orders and general economic uncertainties arising out of the current Covid-19 epidemic have created additional delays and uncertainty, the Company added. To date there has been no disruption to the Company's business operations, although some of its portfolio investment companies report delays in their programs. The Company was originally formed to acquire and develop proprietary drugs for the treatment of cancer, arthritis, and other autoimmune diseases and had been evaluating a number of strategies. As of March 31, 2018, the Company had accumulated a deficit of $32,380,746 from all prior operations. In April 2018, the Company's Board of Directors adopted a new business plan focused on the development of early-stage technology and life science businesses through early-stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, sophisticated early-stage investors and successful entrepreneurs with experience across a number of technology and life science products and markets, and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early-stage investing, the Company works with angel investment groups and other sophisticated investors and participates only after these groups have completed due diligence and committed to invest, in effect becoming lead investors. The Company then completes its own due diligence and invests under identical terms as the lead investors. The Company will do follow-on investments in existing portfolio companies, assuming adequate progress, when portfolio companies initiate new financing rounds. The Company currently does not typically invest more than $250,000 in any single investment. Generally, the Company's investments represent less than 5% ownership interests, and the Company therefore has no effective control or influence over the management or commercial decisions of the companies in which it invests. The Company plans to generate revenue from realized gains from the sale of the businesses in which it has invested, or some or all of its shareholdings in those cases where portfolio companies go public. Generally, it is expected that investments will be realized from an exit within a period of four to five years following initial investment. Such exits or liquidity events are outside the Company's control and depend on merger and acquisition transactions or an initial public offering, which may result in cash or equity proceeds. Other than making its initial and, potentially, follow-on investments in its portfolio companies, the Company does not provide any financial support to any of its investees. The Company has one regular employee -- the CEO, Mr. Paul Russo. Prior to December 31, 2020, he was acting as a consultant to the Company and did not receive contractual compensation for his services in the form of cash. As of January 1, 2021, Mr. Russo was engaged as an employee of the Company at a salary of $400,000 per annum of which $100,000 and $300,000 was earned in the three months and nine months ended December 31, 2021, respectively, of which a balance of $80,000 was deferred at December 31, 2021. No consulting fees and no options were granted to him during these periods. During the three months and nine months ended December 31, 2020, Mr. Russo received no payroll or consulting fees, however in the three and nine months ended December 31, 2020, he received a bonus of $50,000 and was granted options to purchase 215,000 shares of Common stock. Based in Los Altos Hills, Calif., Kyto Technology and Life Science, Inc., a business development company, was formed as a Florida corporation on March 5, 1999 under the name of B Twelve, Inc. In August, 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc. In July 2019, the Company was re-incorporated as a Delaware company. The Company operates virtually, from public locations or the homes of its officers, and does not currently lease any office space. At December 31, 2021, the Company had $13 million in total assets, including $12 million in investments and $608,000 in cash. It had $146,000 in total liabilities. LTL MANAGEMENT: Plaintiffs' Attorneys Don't Support Plan, Says J&J ------------------------------------------------------------------ Seeking Alpha reports that as a bankruptcy trial ended in New Jersey on Friday, February 18, 2022, attorneys for Johnson & Johnson argued that plaintiffs' attorneys don't agree with the company's bankruptcy plan because there's more money to be had for them through jury trials than a settlement. J&J formed a subsidiary, LTL Management, to handle cases against it related to allegations its talc products caused cancer. The subsidiary has previously offered to set up a $2B trust to handle pending litigation regarding talc claims. "The only beneficiaries of dismissal are the plaintiffs' firms, which have the potential to hit a big time verdict," Greg Gordon, a partner at Jones Day, said in court on Friday, Bloomberg reported. Allison Brown, a Skadden Arps partner who is also representing J&J, told the court of the "perverse incentive in the mass tort system" where plaintiffs' attorneys can receive up to 40% of the amount paid out in fees. Plaintiffs' attorneys have been critical of J&J's legal strategy known as a "Texas Two-Step" that would delay cases that would normally go to a jury trial as well as lower potential damages. A ruling in the case is expected by the end of the February 2022. 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. MACY'S INC: Moody's Upgrades CFR to Ba1, Outlook Remains Stable --------------------------------------------------------------- Moody's Investors Service upgraded Macy's, Inc.'s corporate family rating to Ba1 from Ba2 and its probability of default rating at to Ba1-PD from Ba2-PD. The senior secured notes at Macy's Retail Holdings, LLC (MRH) were affirmed at Baa3. The senior unsecured notes at Macy's, Inc. and Macy's Retail Holdings, LLC were upgraded to Ba2 from Ba3. The Macy's Retail Holdings, LLC commercial paper rating was affirmed at NP. The speculative grade liquidity rating is SGL-1. The outlook is stable. The upgrade of Macy's CFR reflects governance considerations including Macy's clear and conservative financial strategy which includes a leverage target of 2.0x. The upgrade also reflects Macy's continued recovery in operating performance with 2021 performance exceeding Moody's expectations. Moody's estimates that Macy's can maintain debt/EBITDA at or below 2.5x as consumer spending normalizes in fiscal 2022. The SGL-1 reflects Macy's positive free cash flow generation, sizable excess cash balances and the expectation that its $2.9 billion revolver will remain undrawn other than for temporary seasonal borrowings. Upgrades: Issuer: Macy's Retail Holdings, LLC Senior Unsecured Notes, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Issuer: Macy's, Inc. Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Senior Unsecured Notes, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Affirmations: Issuer: Macy's Retail Holdings, LLC Senior Secured Notes, Affirmed Baa3 (LGD2) Senior Unsecured Commercial Paper, Affirmed NP Outlook Actions: Issuer: Macy's Retail Holdings, LLC Outlook, Remains Stable Issuer: Macy's, Inc. Outlook, Remains Stable RATINGS RATIONALE Macy's, Inc.' Ba1 corporate family rating reflects governance considerations including its conservative capital allocation strategy which includes its continued prioritization of debt reduction and the maintenance of low leverage. The rating also reflects Macy's large scale with LTM net sales of roughly $25 billion as of January 29, 2022 and its market position as the US's largest department store chain. Its integrated approach to stores and online enhances its ability to meet the demands of the rapidly changing competitive environment with its online business currently in excess of $8.5 billion. The company has improved its operating performance through customer reengagement, cost reduction and solid inventory management. Macy's has participated in the increased movement of sales online, and must continue to meet faster delivery demands, as well as intense competition from alternative channels. The rating remains constrained by the risk of business normalization as consumer spending in 2021 benefitted from stimulus, reopening, and pent up demand. Macy's has very good liquidity, evidenced by its $1.7 billion in cash at the end of fiscal 2021, an expectation for free cash flow generation even after higher capital spending and an increased dividend and a significant amount available under its $2.9 billion revolver. The Baa3 senior secured notes rating is one notch higher than the Ba1 CFR reflecting their security interest in Macy's real estate. While the secured notes have a second lien as no other debt has a first lien, the senior secured notes have in essence a de-facto first lien on Macy's real estate. Should first lien debt be added to the capital structure or the second lien be released, the rating on the senior secured notes could be negatively impacted possibly falling in line with Macy's existing unsecured debt. The Ba2 rating on Macy's senior unsecured debt is one notch below the CFR reflecting its junior position in the capital structure to the company's asset based revolving credit facility and the senior secured notes. The stable outlook reflects the company's success in resizing its cost structure and its conservative financial strategy as well as the expectation that Macy's can maintain its current market position as well as credit metrics appropriate for the Ba1 rating as consumer demand normalizes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company demonstrates a consistent track record of sales and operating income performance which includes a stabilization or increase in its market share relative to alternative competitive channels as well as its department store peers. In addition, the company must also continue to reduce its reliance on traditional mall based assets through the successful execution of new growth strategies such as Macy's and Bloomingdale's Digital Marketplaces and its off-mall Macy's concept in order for an upgrade to be considered. An upgrade would also require a capital structure that is commiserate with an investment grade rating. Quantitatively, a rating upgrade would also require maintaining very good liquidity and a conservative and clearly articulated financial strategy. Quantitatively ratings could be upgraded if debt/EBITDA is sustained below 2.0 times and EBIT/interest expense is sustained above 5.5 times. Ratings could be downgraded should liquidity deteriorate, comparable sales performance reflects weaker market positioning, operating performance including margins deteriorate or a more aggressive financial strategy is pursued including the utilization of unencumbered assets for any purpose other than deleveraging. Quantitatively, ratings could be downgraded debt/EBITDA be sustained above 3.25x and interest coverage is sustained below 3.75x. With its corporate office in New York, NY, Macy's, Inc. is one of the nation's premier retailers, with LTM net sales of approximately $25 billion. The company operates 725 stores in 43 states, the District of Columbia, Guam and Puerto Rico under the names of Macy's, Bloomingdale's, Bloomingdale's Outlet, Macy's Backstage, Market by Macy's, Bloomie's, and Bluemercury, as well as the macys.com, bloomingdales.com and bluemercury.com websites. Bloomingdale's in Dubai and Kuwait are operated by Al Tayer Group LLC under license agreements. The principal methodology used in these ratings was Retail published in November 2021. MAPLE HEIGHTS, OH: Moody's Hikes Issuer Rating to Ba2 ----------------------------------------------------- Moody's Investors Service has upgraded to Ba2 from Ba3 the issuer rating of the City of Maple Heights, OH. Concurrently, Moody's upgrades to Ba2 from Ba3 the rating on the city's previously issued general obligation limited tax (GOLT) bonds. The outlook has been revised to stable from positive. The Ba2 rating and stable outlook affects $3.1 million in outstanding GOLT debt. The issuer rating represents Moody's assessment of hypothetical debt of the city supported by a general obligation unlimited tax (GOULT) pledge. The city does not currently have any GOULT debt outstanding. The city's GOLT debt is considered limited based on the state imposed 10-mill limitation on the ad valorem property taxes pledged. RATINGS RATIONALE The upgrade of the city's issuer rating to Ba2 reflects its steady progress towards rebuilding its general fund balance and liquidity over the past several years. The financial improvement is balanced against the city's weak economic fundamentals, including its low per capita wealth and resident incomes, and above average poverty combined with its high reliance on economically sensitive income taxes to support operations. Additionally factored is the city's modest debt but elevated pension burden. The GOLT rating of Ba2 is on parity with the issuer rating based on the city's full faith and credit pledge on its GOLT bonds. RATING OUTLOOK The stable outlook reflects the budgetary cushion afforded to the city by its improved operating fund balance and liquidity which will allow it to absorb on-going credit challenges associated with the coronavirus pandemic. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Material economic and tax base expansion or improved resident income metrics Maintenance of healthy reserves over a sustained period Moderation to the city's unfunded post-retirement benefit burden FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Material economic or tax base expansion including significant declines to income tax collections Sustained narrowing of operating fund balance or liquidity Significant increases to the city's combined debt, pension, and OPEB leverage LEGAL SECURITY Debt service on the city's outstanding general obligation limited tax (GOLT) bonds is secured by its full faith and credit and pledge to levy ad valorem property taxes under the 10-mill limitation defined in Ohio (Aa1 stable) law. PROFILE Maple Heights is a suburban community located approximately 10 miles southeast of downtown Cleveland (A1 stable). It provides municipal services, including public safety, public works and recreation, to approximately 22,000 residents. MARRONE BIO: Van Herk Investments, et al. Report 5.1% Equity Stake ------------------------------------------------------------------ In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Marrone Bio Innovations, Inc. as of Dec. 31, 2021: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Van Herk Investments B.V. 9,102,843 5.1% Van Herk Investments THI B.V. 9,102,843 5.1% Van Herk Private Equity Investments B.V. 9,102,843 5.1% Stichting Administratiekantoor Penulata 9,102,843 5.1% Van Herk Management Services B.V. 9,102,843 5.1% Onroerend Goed Beheer- en 9,102,843 5.1% Beleggingsmaatschappij A. van Herk B.V. A. van Herk Holding B.V. 9,102,843 5.1% Stichting Administratiekantoor Abchrys 9,102,843 5.1% Adrianus van Herk 9,102,843 5.1% The percentages are calculated based upon the 177,152,701 shares of Common Stock issued and outstanding as of Dec. 31, 2021, as reported by Marrone Bio in its Quarterly Report on Form 10-Q filed with the SEC on Nov. 8, 2021). A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1441693/000110465922022198/tm226155d1_sc13ga.htm About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. The Company's products are sold through distributors and other commercial partners to growers around the world for use in integrated pest management and crop protection systems that improve efficacy and increase yields and quality while protecting the environment. Its products are often used in conjunction with or as an alternative to other agricultural solutions to control pests and enhance plant nutrition and health. Marrone Bio reported a net loss of $20.17 million for the year ended Dec. 31, 2020, a net loss of $37.17 million for the year ended Dec. 31, 2019, and a net loss of $20.21 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $82.14 million in total assets, $51.51 million in total liabilities, and $30.63 million in total stockholders' equity. MATLINPATTERSON: Hearing to Convert Ch.11 to Ch.7 Set For April 202 ------------------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge on Thursday, Feb. 24, 2022, scheduled an April 2022 hearing for arguments by foreign litigation creditors of distressed company investment fund MatlinPatterson that the fund filed for Chapter 11 to try to dodge their claims and should be liquidated. At a brief virtual hearing, U.S. Bankruptcy Judge David Jones set April 8 as his day to hear arguments on whether MatlinPatterson's Chapter 11 case was a bad-faith attempt to forum shop overseas lawsuits and should be converted to a Chapter 7 liquidation with a court-appointed trustee to claw back tens of millions in alleged "improper transactions. About MatlinPatterson Global MatlinPatterson Global Opportunities Partners II L.P. is a private investment fund structured as limited partnership entity organized in the State of Delaware. MatlinPatterson and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No 21-11255) on July 6, 2021, disclosing total assets of $100 million to $500 million and total liabilities of $10 million to $50 million. The cases are handled by Judge David S. Jones. The Debtors tapped Simpson Thacher & Bartlett, LLP as bankruptcy counsel; Schulte Roth & Zabel, LLP as conflicts counsel; FTS US Inc. as tax consultant; Ernst & Young, LLP as tax services provider; and North Country Capital LLC as restructuring advisor. Matthew Doheny of North Country Capital serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims, noticing and administrative agent. MED EQUITY: Taps Rodeo Realty to Sell Linda Flora Property ---------------------------------------------------------- Med Equity, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Rodeo Realty, Inc. to sell its property located at 871 Linda Flora Dr., Los Angeles, Calif. The firm will receive a commission of 5 percent of the selling price, to be shared with the buyer's broker, if any. Josh Gould, the firm's broker who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Josh Gould Rodeo Realty, Inc. 202 N. Canon Dr. Beverly Hills, CA 90210 Tel: (310) 488-4900 Email: johnpgould@rodeore.com About Med Equity Med Equity, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12447) on March 26, 2021, disclosing $1 million to $10 million in both assets and liabilities. Joshua R. Pukini, managing member, signed the petition. Judge Ernest M. Robles oversees the case. The Debtor tapped Fredman Lieberman Pearl LLP as legal counsel. MERITOR INC: Fitch Puts 'BB-' LongTerm IDR on Watch Positive ------------------------------------------------------------ Fitch Ratings has placed the ratings of Meritor, Inc. (Meritor), including its Long-Term Issuer Default Rating (IDR) of 'BB-', on Rating Watch Positive following its agreement to be acquired by Cummins Inc. (Cummins) (not rated) in an all-cash transaction that values Meritor at an enterprise value of about $3.7 billion. Meritor's ratings apply to a $685 million secured ABL revolving credit facility, $149 million in secured term loan borrowings and $900 million in senior unsecured notes. Cummins and Meritor expect the acquisition to close by YE2022, and Fitch expects to take any actions on Meritor's ratings around the time of closing. KEY RATING DRIVERS Stronger Post-Acquisition Credit Profile: The Positive Rating Watch is driven by Fitch's expectation that the pro-forma post-acquisition credit profile of the combined Cummins/Meritor business will be stronger than Meritor's standalone credit profile. Although Cummins expects to use incremental debt to fund a portion of the acquisition, it has noted that it expects pro-forma gross EBITDA leverage to be only around 2.0x at transaction close, and it expects to leverage to decline as synergies are achieved. At fiscal YE2021, Meritor's EBITDA leverage was 3.4x, and on a standalone basis, Fitch had previously expected the company's leverage would decline toward the mid-2x range over the next couple of years. Fitch also estimates that the combined company will generate stronger margins than Meritor on a standalone basis. Fitch calculates a pro-forma 2021 EBITDA margin for the combined company of about 14%, compared to an actual fiscal 2021 EBITDA margin (according to Fitch's calculation) of 9.4% for Meritor on a standalone basis. Both companies generated FCF in the mid- to high-2% range in 2021 (using Fitch's methodology), although Cummins' FCF included the impact of common dividends, while Meritor does not pay a common dividend. Acquisition Benefits: The acquisition will enhance the diversity of Cummins' book of business by adding Meritor's e-axle technologies to Cummins' existing powertrain and drivetrain products. It will also add Meritor's traditional powertrain-agnostic axle and braking products to Cummins' offerings. Cummins is significantly larger than Meritor, with about 6x Meritor's standalone revenue, and Cummins has a broader global footprint, which will likely bring opportunities to grow Meritor's volumes beyond what it could feasibly do on its own. The two companies expect the acquisition to result in $130 million in run-rate synergies by the third year following the transaction close. The synergies are expected to primarily come from lower SG&A costs, supply chain efficiencies and optimizing the two companies' operational footprints. They expect one-time costs of $70 million will be needed to achieve the synergies. The $130 million figure does not include any revenue synergies, which could be meaningful, given the opportunities that Cummins will have in selling Meritor products in new regions. Acquisition Risks: Although Fitch expects the Meritor acquisition to grow and diversify Cummins' business, there are also important risks associated with it. Merging both companies' operations could lead to potential integration issues or higher-than-expected integration costs. It could also delay the attainment of the expected synergies or reduce the overall synergies derived from the transaction. Fitch does not expect any significant antitrust issues, as the two companies' product offerings are largely complementary, and, as noted above, Cummins is significantly larger than Meritor. That said, the U.S. Federal Trade Commission has recently been scrutinizing M&A activity more closely, which could bring some risk to the transaction closing as expected. Acquisition Overview: Cummins' acquisition of Meritor will be an all-cash transaction that will be funded with Cummins' cash on-hand and incremental debt. Cummins will offer Meritor shareholders $36.50 in cash for each Meritor share, which implies an enterprise value of about $3.7 billion. This equates to about a 7.4x multiple on Meritor's estimated fiscal 2022 EBITDA or about 5.4x when transaction synergies are included. The companies expect the transaction to close by Dec. 31, 2022. If Meritor terminates the transaction under certain circumstances, including the acceptance of a competing offer, it will be required to pay Cummins $73.5 million. If Cummins terminates the transaction, including in the event that it does not obtain regulatory approval by June 21, 2023, it will be required to pay Meritor $160 million. DERIVATION SUMMARY Meritor is a capital goods supplier with product lines focused primarily on driveline components and brakes for commercial vehicles, off-highway equipment and trailers. Compared with its primary competitor, Dana Incorporated (BB+/Stable), Meritor is smaller and fully focused on the capital goods industry, without any meaningful light vehicle exposure. That said, Meritor generally retains a top-three market position in most of the product segments where it competes. Compared with other capital goods and automotive suppliers rated in the 'BB' category, including Dana, Allison Transmission Holdings, Inc. (BB/Positive) and The Goodyear Tire and Rubber Company (BB-/Stable), Meritor's margins, FCF generation and leverage have trended toward levels more commensurate with issuers in the middle of the category. Prior to the coronavirus outbreak, Meritor's EBITDA leverage had run in the mid-2x range, while EBITDA margins had risen above 10%. FCF margins had improved, and the company generated consistently positive annual FCF through the last commercial vehicle cycle. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- The acquisition of Meritor in an all-cash transaction is completed by YE2022; -- Post-acquisition, Cummins and Meritor achieve acquisition synergies of $130 million by year three following transaction close; -- Global commercial truck production rises significantly in fiscal 2021, with further growth expected in fiscal 2022, before moderating in fiscal 2023 and 2024; -- Meritor's standalone revenue grows about 7% in fiscal 2022 on higher production levels, new business wins and pricing growth (partially driven by higher commodity pass-through revenue); -- Margins rise on higher production levels and increased pricing, partially offset by higher commodity costs and investments in electrification; -- Capex runs at about 3% of revenue in fiscal 2022; -- The FCF margin runs around 3% in fiscal 2022; -- The company maintains a solid liquidity position, including cash and revolver capacity. RATING SENSITIVITIES Developments that may, individually or collectively, lead to positive rating action: -- Fitch expects the Rating Watch will be resolved with a positive rating action if the transaction is consummated as proposed. If the acquisition is not completed, the following rating sensitivities would apply to Meritor as a standalone business: -- Maintaining mid-cycle debt/EBITDA leverage below 3.0x; -- Maintaining mid-cycle FFO leverage below 4.5x; -- Maintaining a mid-cycle FCF margin of 2.0% or higher; -- Maintaining a mid-cycle EBITDA margin above 10%. Developments that may, individually or collectively, lead to negative rating action: If the acquisition is not completed, the following rating sensitivities would apply to Meritor as a standalone business: -- A material deterioration in the global commercial truck or industrial equipment markets for a prolonged period; -- An increase in mid-cycle debt/EBITDA leverage to above 4.0x for an extended period; -- An increase in mid-cycle FFO leverage to above 5.0x for an extended period; -- A decline in the mid-cycle FCF margin to below 1.0% for an extended period; -- A decline in the mid-cycle EBITDA margin to below 8.5% for an extended period. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects Meritor's liquidity will remain adequate over the intermediate term. The company had $113 million in cash and cash equivalents at Dec. 31, 2021 and $544 million of availability on its $685 million secured ABL revolving credit facility that matures in 2024. Although there were no revolver borrowings at the time, its capacity was limited to $544 million due to the facility's priority debt/EBITDA covenant. Meritor also had $53 million available on its on-balance sheet committed U.S. accounts receivable securitization program at Dec. 31, 2021. Based on its criteria, Fitch has estimated the amount of cash that it believes Meritor needs to keep on hand to cover seasonal changes in cash flows without any incremental borrowing, and it treats this cash as not readily available for purposes of calculating net metrics. Based on the company's recent performance, Fitch has treated $10 million of Meritor's cash as not readily available. Debt Structure: As of Dec. 31, 2021, the principal value of Meritor's long-term debt, including off-balance sheet factoring, was $1.4 billion. Meritor's debt consisted of $575 million of senior unsecured notes, $325 million of convertible notes, $149 million of secured term loan borrowings, $55 million of on-balance sheet securitization borrowings and $320 million of off-balance sheet factoring that Fitch treats as debt. Fitch does not include finance leases in its debt calculations. Meritor's $325 million of 3.25% convertible notes due 2037 contain a put and call feature that allows for earlier redemption in fiscal 2026. ISSUER PROFILE Meritor is a capital goods supplier focused on the commercial truck and industrial equipment end-markets. The company manufactures components for original equipment manufacturers (OEMs) and the aftermarket. Meritor is headquartered in the U.S. and has operations in North America, Europe, South America, and the Asia Pacific region. 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. MERITOR INC: Moody's Puts 'Ba3' CFR Under Review for Upgrade ------------------------------------------------------------ Moody's Investors Service placed Meritor, Inc.'s Ba3 corporate family rating, Ba3-PD Probability of Default rating and B1 senior unsecured rating on review for upgrade. The rating outlook was changed from stable to ratings under review. The Speculative Grade Liquidity Rating is unchanged at SGL-2. The rating action follows Cummins, Inc.'s (Cummins) announcement to acquire Meritor for a total transaction value of approximately $3.7 billion, including assumed debt and net of acquired cash. The transaction is subject to customary closing conditions, receipt of applicable regulatory approvals and Meritor shareholder approval and targeted to close by the end of 2022. Cummins' plan for Meritor's existing debt is yet to be determined, however Moody's believes that all of the outstanding debt of Meritor will be repaid at transaction close, at which time Moody's would withdraw Meritor's ratings. The review for upgrade reflects Moody's expectation that if the acquisition is completed, Meritor will become a key contributor to a larger, more diverse and conservatively capitalized company with greater resources for strategic investments. From a governance perspective, Cummins maintains a more conservative balance sheet and greater financial flexibility, highlighted by the current A2 senior unsecured rating. Moody's took the following actions on Meritor, Inc.: On Review for Upgrade: Issuer: Meritor, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Ba3 Probability of Default Rating, Placed on Review for Upgrade, currently Ba3-PD Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently B1 (LGD5) Outlook Actions: Issuer: Meritor, Inc. Outlook, Changed To Ratings Under Review From Stable RATING RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Meritor's ratings reflect a strong competitive position as a major supplier of commercial vehicle drivetrains, brakes and aftermarket products to the commercial vehicle, transportation and industrial sectors. Meritor has a demonstrated track record of long-standing customer relationships and product development and innovation utilizing technologies supporting vehicle light weighting, fuel efficiencies, reduced carbon emissions and electrification. The ratings also reflect the company's vulnerability to highly cyclical end markets, especially heavy-duty trucks, and significant reliance on internal combustion engine vehicle platforms. Balancing the transition from higher return, but declining, combustion-related revenues with the industry's evolution to currently unprofitable, but higher growth, electric vehicle revenues remain a risk. Nonetheless, more recent platform awards highlight good progress on electrification capabilities as the company is on pace to exceed its fiscal year 2022 new business target. Meritor's ratings are on review for upgrade and are dependent upon clearing regulatory hurdles and Cummins' plan for Meritor's outstanding debt. With the ratings on review for upgrade, Meritor's credit ratings are unlikely to face any issues or factors that could lead to a potential downgrade. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Meritor, Inc. provides axles, drivelines, brakes and suspension systems to OEMs and the aftermarket for the commercial vehicle, transportation and industrial sectors. Through its Commercial Truck and Aftermarket and Industrial segments, the company serves commercial truck, trailer, off-highway, military, bus and coach, construction and other industrial OEMs and certain aftermarkets. Revenue for the latest twelve months ended December 31, 2021 was nearly $4 billion. METROPOLITAN HOLINESS: Unsecureds to Get Share of Income for 5 Yrs ------------------------------------------------------------------ Metropolitan Holiness Church of God in Christ, Inc., a New Mexico Non-Profit Corporation, filed with the U.S. Bankruptcy Court for the District of New Mexico a Chapter 11 Plan under Subchapter V dated Feb. 21, 2022. The Debtor is a member of the Church of God In Christ, Inc., headquartered in Memphis TN, and led by the current Presiding Bishop, John Drew Sheard. The Church of God in Christ, Inc. (COGIC) is a Christian organization in the Holiness-Pentecostal tradition. It is the largest Pentecostal denomination in the United States. Class 1 consists of Allowed Secured Claim of CFC. Class 1 is impaired. Debtor shall make monthly installment payments, amortized over a 30 year period, due on the fifteenth of each month, with the first such payment due on March 15, 2022, with interest accruing at the rate of 4.75% per annum, as follows: * The Allowed Claim of CFC shall be bifurcated into a secured and unsecured portion, with the secured claim being $850,000.00, which is the current value of the real property as represented by CFC. * Debtor shall commence payments on March 15, 2022, as adequate protection payments, in the amount of $4,434.00 per month; * Once Debtor's plan is confirmed, these payments will continue as the monthly Plan payments, with the last such payment due on February 15, 2052; * CFC shall retain all of its lien rights granted by Debtor pre-petition. Debtor shall comply with all obligations contained in the prior lending documents regarding taxes (including ad valorem, gross receipts and lodger's), insurance, maintenance of the property and other non-payment requirements. * In the event of a sale of the Real Property, CFC shall be paid the amount then due in full at closing of the sale, including any amounts owed under Class 3. Class 2 consists of Allowed Priority Claims. Class 2 is unimpaired. A portion ($13,650.00) of Bishop Jones' unpaid wages is afforded priority status pursuant to 11 U.S.C. § 507(a)(4). For simplicity, this claim is included in Class 3 with the remainder of the wage claim instead of being treated separately. Class 3 consists of Allowed General Unsecured Non-Priority Claims. Class 3 is impaired. Class 3 Creditors will be quarterly payments, with the first such payment due on July 15, 2022, paid pro rata from Debtor's disposable income for the previous quarter (i.e., the July 15, 2022 payment will be calculated based on Q2 2022 disposable income). Such payments shall continue for a period of 5 years, with the last such payment being due on April 15, 2027. Any amounts remaining unpaid at that time shall be discharged pursuant to 11 U.S.C. §§ 1192 and 1141(d). Class 4 consists of Allowed Claims of Equity Interest Holders. Class 4 is unimpaired. As a nonprofit religious organization, there are no claims by equity interest holders. The Debtor will fund this Plan through its ongoing operations, which as a non-profit religious organization consist primarily of charitable contributions from its church membership. Debtor anticipates that its recovery from the State's stay at home order and other impacts due to COVID-19 will continue, and income will trend upward significantly in the coming months. Since the recent revocation of the State's mask mandates, Debtor has already seen a significant boost in in-person attendance at its services. Debtor's proposed plan payments to Class 1 are $4,434.00 per month, or $53,208.00 per year. However, Debtor believes that its income will increase significantly in 2022 based on the emergence from COVID restrictions, and that it will feasibly be able to make all payments to the Class 1 Claim Holder and make payments to Class 3 Claim Holders as well. Debtor projects income of $150,000 for 2022. Debtor believes that it will be able to sustain these payments throughout the plan period. A full-text copy of the Chapter 11 Plan dated Feb. 21, 2022, is available at https://bit.ly/33II3AV from PacerMonitor.com at no charge. Attorneys for Debtor: Chris M. Gatton, Esq. Giddens & Gatton Law, P.C. 10400 Academy NE, Suite 350 Albuquerque, NM 87111 Phone: (505) 271-1053 Fax: (505) 271-4848 Email: chris@giddenslaw.com About Metropolitan Holiness Church of God in Christ Metropolitan Holiness Church of God in Christ, Inc., a New Mexico nonprofit corporation, filed its voluntary petition for Chapter 11 protection (Bankr. D.N.M. Case No. 21-11287) on Nov. 19, 2021, listing as much as $10 million in both assets and liabilities. James L'Keith Jones, president and chief executive officer of Metropolitan Holiness Church, signed the petition. Judge Robert H. Jacobvitz presides over the case. Christopher M. Gatton, Esq., at Giddens & Gatton Law, P.C., represents the Debtor. NAVITAS MIDSTREAM: Fitch Affirms & Then Withdraws 'B+' LT IDR ------------------------------------------------------------- Fitch Ratings has affirmed and withdrawn Navitas Midstream Midland Basin, LLC's Long-Term Issuer Default Rating (IDR) at 'B+'/Positive Outlook. Additionally, Fitch has withdrawn Navitas' Super Senior Secured Revolver and the Senior Secured Term Loan ratings at 'BB+'/'RR1'. Fitch has withdrawn the ratings following the company's merger with Enterprise Product Partners L.P. (EPD; NR), and the prepayment of all debt which was previously issued and outstanding at Navitas. The term loan was fully repaid and the revolver was terminated. On Jan. 10, 2022 EPD announced that its affiliate, Enterprise Products Operating (BBB+/Stable), entered into a definitive agreement to acquire Navitas in a debt-free transaction for $3.25 billion in cash consideration. The deal closed on Feb. 17, 2022. Fitch has withdrawn the ratings as the issuer has paid off all the outstanding debt and was acquired by another entity. KEY RATING DRIVERS Key rating drivers are no longer relevant given rating withdrawal. RATING SENSITIVITIES Rating sensitivities are no longer relevant given rating withdrawal. 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. ESG CONSIDERATIONS Navitas has an ESG Relevance Score of 4 for Group Structure and Financial Transparency as private-equity backed midstream entities typically have less structural and financial disclosure transparency than publicly traded issuers. This has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Following the withdrawal of ratings for Navitas, Fitch will no longer be providing the associated ESG Relevance Scores. NERAM GROUP: Taps Law Firm of Robert M. Yaspan as Counsel --------------------------------------------------------- Neram Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Firm of Robert M. Yaspan to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) negotiating with creditors of the Debtor; (b) assisting the Debtor in the negotiations, confirmation and implementation of its plan of reorganization under Chapter 11; (c) preparing the Debtor's schedule of current income and current expenses, statement of financial affairs, statement of all liabilities, and statement of all property. (d) preparing pleadings, attending court hearings, and working with the various parties interested in the case; (e) giving the Debtor legal advice with respect to its powers and duties in the continued operation of the management of its property; (f) preparing reports and legal papers; and (g) performing all other necessary legal services for the Debtor except those that normally require the attention of special counsel. The firm's hourly rates are as follows: Robert M. Yaspan, Esq. $595 Joseph McCarty, Esq. $475 Debra Brand, Esq. $475 Paralegals and Staff $110 - $240 Robert Yaspan, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert M. Yaspan, Esq. Law Offices of Robert M. Yaspan 21700 Oxnard Street, Suite 1750 Woodland Hills, CA 91367 Tel: (818) 905-7711 Fax: (818) 501-7711 Email: ryaspan@yaspanlaw.com About Neram Group Neram Group, Inc. is a company based in Orange, Calif. It is the fee simple owner of a 12-unit apartment building located at 1211 N. El Dorado Ave, Ontario, Calif., having a comparable sale value of $2.5 million. Neram Group filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 22-10268) on Feb. 16, 2022, listing $2,802,000 in assets and $1,675,000 in liabilities. Humberto Perez Figuerola, chief executive officer, signed the petition. Judge Scott C. Clarkson oversees the case. The Debtor tapped the Law Offices of Robert M. Yaspan as bankruptcy counsel. NEUROONE MEDICAL: Incurs $2.8 Million Net Loss in First Quarter --------------------------------------------------------------- NeuroOne Medical Technologies Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.81 million on $33,748 product revenue for the three months ended Dec. 31, 2021, compared to a net loss of $1.96 million on $71,474 of product revenue for the three months ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $17.18 million in total assets, $1.24 million in total liabilities, and $15.95 million in total stockholders' equity. NeuroOne Medical stated "The Company has incurred losses since inception, negative cash flows from operations, and had an accumulated deficit of $43.6 million as of December 31, 2021. The Company has not established a source of revenues to cover its full operating costs, and as such, has been dependent on funding operations through the issuance of debt and sale of equity securities. The Company does not have adequate liquidity to fund its operations without raising additional funds and such actions are not solely within the control of the Company. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this condition. If the Company is unable to raise additional funds, or the Company’s anticipated operating results are not achieved, management believes planned expenditures may need to be reduced in order to extend the time period that existing resources can fund the Company's operations. The Company intends to fund ongoing activities by utilizing its current cash on hand, from product and collaborations revenue and by raising additional capital through equity or debt financings. If management is unable to obtain the necessary capital, it may have a material adverse effect on the operations of the Company and the development of its technology, or the Company may have to cease operations altogether." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1500198/000121390022007486/f10q1221_neuroone.htm About NeuroOne NeuroOne Medical Technologies Corporation is a medical technology company focused on the development and commercialization of thin film electrode technology for continuous electroencephalogram (cEEG) and stereoelectrocencephalography (sEEG) recording, spinal cord stimulation, brain stimulation and ablation solutions for patients suffering from epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders. Additionally, the Company is investigating the potential applications of its technology associated with artificial intelligence. NeuroOne reported a net loss of $9.95 million for the year ended Sept. 30, 2021, compared to a net loss of $13.64 million for the year ended Sept. 30, 2020. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Dec. 15, 2021, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and needs additional working capital. These are the reasons that raise substantial doubt about their ability to continue as a going concern. NIGHTFOOD HOLDINGS: Sees Liquidity Needs in 2nd Half of 2022 ------------------------------------------------------------ Nightfood Holdings, Inc., warned in a recent regulatory filing there is substantial doubt about the Company's ability to continue as a going concern. For the six months ended December 31, 2021, the Company had a net loss of $1,614,594, negative cash flow from operations of $1,440,431 and accumulated deficit of $27,170,122. The Company believes it has sufficient cash on hand to operate into the second half of calendar 2022 at which time it will require additional funds for operating and growth capital. "Although internal projections include several realistic scenarios in which the Company could attain profitability in calendar 2022, we must account for the likelihood that our cash on hand will not be adequate to satisfy our long-term working capital needs," the Company said in its quarterly report on Form 10-Q for the three months ended December 31, 2021. "We believe that our current capitalization structure, combined with anticipated increases in distribution, revenues, and market capitalization, will enable us to successfully secure required financing to continue our growth." "Because the business has limited operating history and sales, no certainty of continuation can be stated. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company's ability to continue as a going concern will again be dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations long-term." The Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of its products to sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern for one year from the date the financials are issued. "There is still potential uncertainty resulting from the outbreak of the novel coronavirus (COVID-19), including those potentially related to measures to reduce its spread, and the impact on the economy. Rates of unemployment, recession, inflation, and other possible unforeseen factors could also have an impact," the Company continued. "From both public statements, and conversations between Nightfood management and current and former executives from certain global food and beverage conglomerates, management believes that there is increased strategic interest in the nighttime nutrition space as a potential high-growth opportunity, partially due to ongoing declines in consumer sleep quality and increases in at-home nighttime snacking, both trends believed to be accelerated by COVID. "The Company has experienced no material issues with supply chain or logistics. Order processing function has been consistent with historical norms, and the Company's major suppliers and manufacturers have represented that their operations are continuing in the ordinary course. "It is possible that the fallout from the Pandemic could make it more difficult in the future for the Company to access required growth capital, possibly rendering the Company unable to meet certain debts and expenses. "More directly, the Pandemic has impaired the Company's ability to execute certain in-store and out-of-store marketing initiatives within the normal course of supermarket business. For example, since the inception of the Pandemic, the Company was unable to conduct in-store demonstrations and unable to participate in local pregnancy, baby expos, and health expos that were originally intended to be part of our marketing mix. Furthermore, we have experienced some Pandemic-related delays to our national hotel rollout. "Additionally, with more consumers shopping online, both for delivery or at-store pickup, the opportunity for shoppers to learn about new brands at the supermarket shelf has been somewhat diminished. Management is working to identify opportunities to build awareness and drive supermarket trial and growth under these new circumstances, while simultaneously executing a strategic pivot to focus on hotel distribution for immediate growth. "It is impossible to know what the future holds with regard to the Pandemic, both for the Company and in the broader sense. There are many uncertainties regarding the Pandemic, and the Company is closely monitoring the impact of the Pandemic on all aspects of its business, including how it will impact its customers, vendors, and business partners. It is impossible to know what the future holds with regard to the Pandemic, both for the Company and in the broader sense. Emergence of recent variants such as Delta and Omicron have shown us that there remain many uncertainties regarding the Pandemic, and the Company is closely monitoring the impact of the Pandemic on all aspects of its business, including how it will impact its customers, vendors, and business partners. "It is difficult to know if the Pandemic has materially impacted the results of operations of the Company, and it is unable to predict the impact that the Pandemic will have on its financial position and operating results due to numerous uncertainties. The Company expects to continue to assess the evolving impact of the Pandemic and intends to make adjustments accordingly, if necessary." Tarrytown, New York-based Nightfood Holdings, Inc. -- www.nightfood.com -- is a Nevada corporation organized on October 16, 2013, to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York corporation from its sole shareholder, Sean Folkson. All of its operations are conducted by subsidiaries Nightfood, Inc. and MJ Munchies, Inc. At December 31, 2021, the Company had $1.4 million in total assets against $338,000 in total current liabilities. ODYSSEY AT PATERSON: Enters $3M Sale Contract with Ahmad Odatalla ----------------------------------------------------------------- The Odyssey at Paterson, LLC, submitted a First Amended Disclosure Statement describing Chapter 11 Plan of Reorganization dated Feb. 21, 2022. The Debtor intends to sell all real property and fully satisfy all claims in this case. The Effective Date of the proposed Plan is ten days following the date upon which the Property is sold in accordance with this Plan. On January 12, 2022 the Debtor entered into a contract for sale for the real property located at 131-139 Market Street & 231-235 Main Street, Paterson, New Jersey to Ahmad Odatalla (or entity to be formed) for a purchase price of $3,000,000.00 subject to this Court's approval. This amount would allow all claims to be fully paid to all creditors. On January 21, 2022, Debtor filed a motion to sell the Property, with a hearing date of February 15, 2022. Legal Action Preceding Bankruptcy Filing On January 11, 2021, Lakeland Bank initiated a Commercial Foreclosure case against the Debtor. Lakeland Bank v. The Odyssey at Paterson, LLC, et al, Docket Number F-000174-21. On February 25, 2021, The Superior Court of New Jersey appointed Bulin Associates, Inc. ("Rent Receiver") as rent receiver for the Property. In November 2020 Frankie Davis alleged to have fallen on the public sidewalk adjacent to the Property. Davis commenced a Civil Action against multiple defendants including the Debtor. The Debtor was insured at the time with a $1,000,000 policy limit with a $50,000 self-insurance reserve. The Debtor's insurer has retained counsel and the litigation remains in the discovery phase. Upon information and belief, the value of the personal injury claim is expected to be well below the policy limit. Class One consists of a secured claim held by Paramount Capital Funding, LLC. The Creditor filed Claim No. 2 in the claims register of this case in the amount of $1,862,034.75 and holds a judgment against the Debtor. The Class One claim holder will be paid its Allowed Secured Claim in full at the time of sale of the Property. If the Debtor defaults on its obligations under the Plan, including, but not limited to failing to conclude a sale process as and when required under the plan, and/or failing to pay secured creditor as required, secured creditor may pursue any rights and remedies it may have in this court or in any court of competent jurisdiction or other tribunal relative to the confirmed plan, with respect to its loan documents or judgment(s), or otherwise, subject only to obtaining authorization of the Bankruptcy Court, if necessary, in the event the automatic stay or plan injunction is in effect. Class Two consists of holders of Allowed General Unsecured Claims, including allowed deficiency claims of creditors not otherwise classified under the Plan. The estimated amount of undisputed, non-contingent, liquidated, general unsecured claims as scheduled or filed is $31,484.60. Class Two includes the unliquidated claim of Frankie Davis (POC No. 4 in the claims register of this case) and such claim shall be deemed allowed for voting purposes only or as otherwise ordered or stipulated to on or after the Confirmation Date. Class Two Creditor's claim will be paid upon the sale of all real property sold in accordance with the Plan. After payment to Allowed Secured Claims and customary closing costs, including property, transfer, mansion taxes, payment of Administrative Expenses including administrative tax claims, any remaining sale proceeds from real estate sold as described in this Plan (the "Net Proceeds") shall be paid on a pro rata basis to holders of claims in this class on the Effective Date. The Plan will be funded from the sale of the Property. The Debtor has motioned for an order authorizing the private sale of the Property. Subject to Court authorization, the Debtor has entered into a Real Estate Contract for Sale to sell the Property to Ahmad Odatalla (or entity to be formed) for a purchase price of $3,000,000.00. The Odatalla and the Debtor were unknown to each other before introduction through the sale process and no agreements other than those included in the Contract of Sale exists. If the sale is achieved prior to confirmation of the Plan, entry of the Order Confirming the Debtor's Plan shall serve as authorization to release proceeds acquired from sale of any or all real property for distribution in accordance with the Plan. A full-text copy of the First Amended Disclosure Statement dated Feb. 21, 2022, is available at https://bit.ly/33KYVqQ from PacerMonitor.com at no charge. Counsel for the Debtor: David L. Stevens SCURA, WIGFIELD HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, New Jersey 07470 Tel.: 973-696-8391 E-mail: Dstevens@scura.com About The Odyssey at Paterson The Odyssey at Paterson is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The real property owned by the Debtor are 131 -139 Market Street & 231 -235 Main Street, Paterson, New Jersey. The Property is a three-unit, contiguous property encompassing all storefronts within 131-139 Market Street and 231- 235 Market Street. There are currently three units within the Property, two of which are currently being rented. In early 2020 the COVID-19 Pandemic affected nearly every business nationwide, including the Debtor???s business operations. As a result, Debtor's anchor tenant did not renew its lease and Debtor was unable to find a replacement tenant. Due to the hardships associated with COVID-19, the Debtor became delinquent with mortgage payments for the Property. The mortgage holder Lakeland Bank commenced a foreclosure action and received an order appointing a rent receiver. To stay a foreclosure sale and allow the Debtor to regain control of the Property, The Odyssey at Paterson, LLC, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21-16724) on Aug. 24, 2021. David L. Stevens, Esq., at SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA,LLP, is the Debtor's counsel. The Debtor estimated assets and debt of $1 million to $10 million as of the bankruptcy filing. OMEROS CORP: Cormorant Entities Report 0% Equity Stake ------------------------------------------------------ In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities reported that as of Dec. 31, 2021, they have ceased to be the beneficial owners of shares of common stock of Omeros Corporation: * Cormorant Global Healthcare Master Fund, LP * Cormorant Global Healthcare GP, LLC * Cormorant Asset Management, LP * Bihua Chen A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1285819/000092963822000474/schedule13g.htm About Omeros Corporation Seattle, Washington-based Omeros -- www.omeros.com -- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market and orphan indications targeting inflammation, complement-mediated diseases, disorders of the central nervous system and immune-related diseases, including cancers. Omeros reported a net loss of $138.06 million for the year ended Dec. 31, 2020, a net loss of $84.48 million for the year ended Dec. 31, 2019, and a net loss of $126.76 million for the year ended Dec. 31, 2018. As of June 30, 2021, the Company had $145.39 million in total assets, $47.70 million in total current liabilities, $31.41 million in lease liabilities (non-current), $312.59 million in unsecured convertible senior notes, and a total shareholders' deficit of $246.30 million. OMEROS CORP: Gregory Demopulos Has 8.07% Stake as of Dec. 31 ------------------------------------------------------------ Gregory A. Demopulos, M.D. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, he beneficially owns 5,314,624 shares of common stock of Omeros Corporation, representing 8.07 percent (based on shares outstanding as of Dec. 31, 2021). A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1285819/000141588922001295/formsc13ga-02142022_010222.htm About Omeros Corporation Seattle, Washington-based Omeros -- www.omeros.com -- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market and orphan indications targeting inflammation, complement-mediated diseases, disorders of the central nervous system and immune-related diseases, including cancers. Omeros reported a net loss of $138.06 million for the year ended Dec. 31, 2020, a net loss of $84.48 million for the year ended Dec. 31, 2019, and a net loss of $126.76 million for the year ended Dec. 31, 2018. As of June 30, 2021, the Company had $145.39 million in total assets, $47.70 million in total current liabilities, $31.41 million in lease liabilities (non-current), $312.59 million in unsecured convertible senior notes, and a total shareholders' deficit of $246.30 million. PENINSULA PACIFIC: S&P Places 'B' ICR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed all its ratings on Peninsula Pacific Entertainment LLC's (d/b/a P2E), including its 'B' issuer credit rating, on CreditWatch with positive implications. S&P said, "The CreditWatch placement reflects our view that the transaction will enhance P2E's credit position because it is being acquired by a higher-rated entity. We expect to resolve the CreditWatch placement or discontinue our ratings on P2E after the proposed acquisition closes, depending on whether P2E's unsecured notes will remain outstanding." Regional gaming and horse-wagering operator Churchill Downs Inc. announced plans to acquire substantially all of Peninsula Pacific Entertainment LLC's (d/b/a P2E) assets for $2.485 billion. S&P said, "The CreditWatch placement reflects the strong likelihood we will raise or discontinue our ratings on P2E after Churchill Downs' acquisition closes. We expect the acquisition to close by the end of 2022, subject to regulatory approvals from the Virginia Racing Commission, the New York State Gaming Commission, and the Iowa Racing and Gaming Commission. "We plan to resolve the CreditWatch listing when Churchill Downs closes its acquisition of P2E. We anticipate we will discontinue our ratings on P2E at that time assuming Churchill Downs redeems P2E's $850 million unsecured notes upon the close of the acquisition. In the event P2E's notes remain outstanding, we will likely assess P2E as a core subsidiary of Churchill Downs and equalize our rating on P2E with Churchill Downs." PHOENIX PROPERTIES: Seeks to Hire James L. Drake as Attorney ------------------------------------------------------------ Phoenix Properties of Savannah, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Georgia to employ James L. Drake, Jr., P.C. as its attorney. The firm will render these services: a. advise debtor with respect to its powers and duties in the performance of its duties as debtor and debtor-in-possession; b. prepare on behalf of debtor and debtor-in-possession all necessary applications, pleadings, orders, reports, and other legal papers, including a Disclosure Statement and Plan of Rehabilitation; and c. represent debtor and debtor-in-possession in all proceedings before the Court and to perform such other legal services for debtor and debtor-in-possession which may be necessary. James L. Drake, Jr., Esq. will undertake this representation at his standard hourly rate of $350, plus reimbursement of his out-of-pocket expenses. The normal billing for his paralegal is $125 per hour. As disclosed in the court filings, James L. Drake neither holds nor represents any interest adverse to the Debtor or its estate in the matters upon which it is to be engaged. The firm can be reached through: James L. Drake, Jr., Esq. JAMES L. DRAKE, JR., PC PO Box 9945 Savannah, GA 31412 Tel: 912-790-1533 Fax: 912-790-1534 Email: jdrake@drakefirmpc.com About Phoenix Properties of Savannah Phoenix Properties of Savannah, LLC is a Savannah, Ga.-based company engaged in renting and leasing real estate properties. Phoenix Properties of Savannah filed a petition for Chapter 11 protection (Bankr. S.D. Ga. Case No. 21-40785) on Dec. 2, 2021, listing as much as $10 million in both assets and liabilities. Judge Edward J. Coleman, III oversees the case. James L. Drake, Jr., PC serves as the Debtor's legal counsel. PRO-DEMOLITION INC: Taps Latham Luna Eden & Beaudine as Counsel --------------------------------------------------------------- Pro-Demolition, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Latham Luna Eden & Beaudine, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor as to its rights and duties in the bankruptcy case; b. preparing pleadings, including a plain of reorganization; and c. taking other necessary actions incident to the proper preservation and administration of the Debtor's estate. The rates charged by the firm range from $105 to $475 per hour while the retainer fee is $10,000. The firm will also seek reimbursement for its out-of-pocket expenses. Justin Luna, Esq., a partner at Latham, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Justin M. Luna, Esq. Latham Luna Eden & Beaudine LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About Pro-Demolition Inc. Pro-Demolition, Inc. is a demolition company doing business since 1999. It engages in building structure demolition, land clearing, tree removal, and excavation, for residential and commercial properties. Pro-Demolition sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No. 22-00267) on Jan. 26, 2022, disclosing up to $10 million in both assets and liabilities. Mickey Grosman, president, signed the petition. Judge Lori V. Vaughan oversees the case. Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP is the Debtor's legal counsel. PULMATRIX INC: CVI Investments, Heights Capital Own 4.2% Stake -------------------------------------------------------------- CVI Investments, Inc. and Heights Capital Management, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 2,461,111 shares of common stock of Pulmatrix, Inc., representing 4.2 percent of the shares outstanding. The Company's Proxy Statement, filed on Dec. 30, 2021, indicates there were 56,249,062 shares outstanding as of Dec. 17, 2021. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, may be deemed to be the beneficial owner of all shares owned by CVI Investments. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1574235/000110465922022563/tm226115d23_sc13ga.htm About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary and non-pulmonary disease using its patented iSPERSE technology. The Company's proprietary product pipeline includes treatments for serious lung diseases such as allergic ronchopulmonary aspergillosis and lung cancer, as well as neurologic disorders such as acute migraine. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix reported a net loss of $19.31 million for the year ended Dec. 31, 2020, a net loss of $20.59 million for the year ended Dec. 31, 2019, and a net loss of $20.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $55.75 million in total assets, $10.56 million in total liabilities, and $45.19 million in total stockholders' equity. REMARK HOLDINGS: Lawrence Rosen Has 5.8% Equity Stake as of Dec. 31 ------------------------------------------------------------------- Lawrence I. Rosen disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, he beneficially owns 6,104,893 shares of common stock of Remark Holdings, Inc., representing 5.8 percent of the shares outstanding. The percentage is based upon 105,157,769 shares of the issuer's common stock outstanding as of Nov. 12, 2021, as reported in the issuer's Form 10-Q filed with the SEC on Nov. 15, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1368365/000101905622000205/remark_13ga3.htm About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that enable businesses and organizations to solve problems, reduce risk and deliver positive outcomes. The company's easy-to-install AI products are being rolled out in a wide range of applications within the retail, financial, public safety and workplace arenas. The company also owns and operates digital media properties that deliver relevant, dynamic content and ecommerce solutions. The company is headquartered in Las Vegas, Nevada, with additional operations in Los Angeles, California and in Beijing, Shanghai, Chengdu and Hangzhou, China. Remark Holdings reported a net loss of $13.68 million for the year ended Dec. 31, 2020, compared to a net loss of $25.61 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $93.08 million in total assets, $24.38 million in total liabilities, and $68.70 million in total stockholders' equity. Los Angeles, California-based Weinberg & Company, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has a negative working capital and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. RIOT BLOCKCHAIN: Susquehanna Entities Report 4% Equity Stake ------------------------------------------------------------ Susquehanna Investment Group and Susquehanna Securities, LLC disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2021, they beneficially own 4,763,591 shares of common stock of Riot Blockchain, Inc., representing 4 percent of the shares outstanding. The Company's Prospectus Supplement (to Prospectus dated Aug. 31, 2021, Registration No. 333-259212), filed on Dec. 1, 2021, indicates that there were 116,583,400 shares outstanding as of Dec. 1, 2021. The number of shares reported as beneficially owned by Susquehanna Securities includes options to buy 1,631,800 shares. The number of shares reported as beneficially owned by Susquehanna Investment Group includes options to buy 109,700 shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1167419/000110465922022367/tm225754d12_sc13ga.htm About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. The Company is expanding and upgrading its mining operations by securing the most energy efficient miners currently available. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility operates out of upstate New York, under a co-location hosting agreement with Coinmint. Riot Blockchain reported a net loss of $12.67 million for the year ended Dec. 31, 2020, a net loss of $20.30 million for the year ended Dec. 31, 2019, and a net loss of $60.21 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $954.41 million in total assets, $184.09 million in total liabilities, and $770.32 million in total stockholders' equity. ROCKDALE MARCELLUS: Files Amended Plan to Keep Case in Ch.11 ------------------------------------------------------------ Daniel Gill, writing for Bloomberg Law, reports that shale driller Rockdale Marcellus LLC will liquidate in Chapter 11 after amending its proposed plan in order to address a creditor bid to convert the case to Chapter 7. The amended plan, filed Feb. 18, 2022 would pay in full $13.2 million in administrative claims and $1.5 million in taxes. It also would pay secured creditors in full and create a "convenience class" of unsecured creditors with claims up to $75,000, which would recover 50% of their claims. Unsecured creditors holding claims larger than $75,000 would recover an estimated 16% of approximately $40 million in claims, according to the plan disclosures. About Rockdale Marcellus Rockdale Marcellus is a northeast Pennsylvania natural gas driller. It owns and operates 66 producing wells on 42,897 net acres in three northeast Pennsylvania counties. On Sept. 21, 2021, Rockdale Marcellus, LLC and Rockdale Marcellus Holdings, LLC filed petitions for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 21-22080). The Debtors' cases have been assigned to Judge Gregory L. Taddonio. Rockdale Marcellus, LLC listed $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped Reed Smith, LLP, as bankruptcy counsel; Quinn Emanuel Urquhart & Sullivan, LLP as special litigation counsel; Houlihan Lokey Capital, Inc. as financial advisor and investment banker; and Huron Consulting Services, LLC as restructuring advisor. John C. DiDonato, managing director at Huron, serves as the Debtors' chief restructuring officer. Epiq is the claims and noticing agent and administrative agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Oct. 1, 2021. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Whiteford Taylor & Preston, LLP as local counsel; and Riveron RTS, LLC as financial advisor. RTW CONSTRUCTION: Cash Collateral Access, DIP Loan OK'd ------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has authorized RTW Construction, Inc. to use cash collateral on a final basis and obtain post-petition financing from Change Capital Holdings I, LLC. The Debtor acknowledges that separate and apart from its negotiations with the DIP Lender, the Debtor has assured First Indemnity of America Insurance Company that proceeds of each of the Debtor's contracts for which FIA issued a surety bond will be deposited into a segregated bank account and used first for: (a) paying beneficiaries of the New Jersey Trust Fund Act (NJ Rev. Stat section 2A:44-148) associated with that particular Bonded Contract who are unpaid at the time of the Debtor's receipt of the funds; or (b) paying FIA directly to the extent that FIA pays such claims (e.g., claims to subcontractors and material suppliers for that particular Bonded Contract). The Budget and any subsequent Budget(s) will not deviate or infringe upon this assurance. Proceeds of each of Debtor's contracts in excess of subsection (a) and (b) herein constitute cash collateral and may be used in accordance with the Order. The security interest and lien granted post-petition by the Debtor to the DIP Lender pursuant to the DIP Loan Documents is approved and granted on a first priority basis on all assets of the Debtor, subject to (i) valid and properly perfected pre-petition liens and (ii) the Trust Fund Act. As adequate protection for the Debtor's continued use of the DIP Lender's cash collateral, to the extent of any diminution in the value of its collateral, the DIP Lender continues to be granted a replacement lien in all of the Debtor's presently owned or hereafter acquired property and assets. The DIP Lender is also granted, to the extent of any diminution in the value of its collateral, an allowed super priority administrative claim as provided in section 507(b) of the Bankruptcy Code against the Debtor's estate which will have priority in payment over any other indebtedness and/or obligations now in existence or incurred hereafter by the Debtor and over all administrative expenses or charges against property arising in the Debtor's Chapter 11 case or any superseding Chapter 7 case. The Debtor's authorization to use cash collateral and obtain DIP Financing pursuant to the Order, will be in effect for the period commencing with the date of the commencement of the case through and including the earlier of the entry of a Final Order or April 15, 2022. The Debtor and the DIP Lender may amend or provide for new Budgets and extend the Expiration Date, without the need for further Court approval provided that any amended Budget and notice of any extension of the Expiration Date is filed with the Court. A hearing to consider the DIP Financing and entry of a Final Order is scheduled for April 5, 2022, at 2 p.m. A copy of the order is available at https://bit.ly/3JVLGmJ from PacerMonitor.com. About RTW Construction, Inc. RTW Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 21-18595) on November 4, 2021. In the petition signed by Randy Worrell, chief executive officer, the Debtor disclosed $1,376,365 in assets and $3,032,627 in liabilities. Judge Christine M. Gravelle oversees the case. Vincent Roldan, Esq., at Mandelbaum and Salsburg PC is the Debtor's counsel. Change Capital Holdings I, LLC, the DIP lender, is represented by: Henry G. Swergold, Esq. Platzer, Swergold, Goldberg, Katz & Jaslow, LLP 475 Park Avenue South, 18th Floor New York, NY 10016 SCHULDNER LLC: Seeks Cash Collateral Access Thru May 31 ------------------------------------------------------- Steven B. Nosek, the Subchapter V Trustee of Schuldner LLC, asks the U.S. Bankruptcy Court for the District of Minnesota for authority to use cash collateral and provide adequate protection through May 31, 2022. The Debtor proposes to only use cash collateral for operational expenses incurred in the ordinary course of business, except as otherwise authorized by the court after separate notice. The Debtor projects to use cash collateral on an ongoing basis according to the updated cash flow projections. Wilmington Trust, National Association -- as Trustee for the Benefit of the Holders of B2R Mortgage Trust 2016-1 Mortgage Pass-Through Certificates -- asserts a lien on the Debtor's assets, including the cash collateral, and had an apparent lien in cash collateral assets as of the petition date. As of the petition date, according to the Debtor’s schedules, the Debtor owes Wilmington $2,530,878. As adequate protection, the Debtor proposes to grant to Wilmington a replacement lien or a security interest in any new assets, materials, and accounts receivable, generated from the use of cash collateral, with the same priority, dignity, and validity of prepetition liens or security interests. Specifically, the Debtor proposes granting a replacement lien to Wilmington to the extent that it protects it against diminution of the value of its cash collateral as it existed at the time of the commencement of this proceeding. The court will hold a hearing on the matter on March 9, 2022 at 9:30 a.m. A copy of the motion and the Debtor's budget for the period from March to May 2022 is available at https://bit.ly/36CRJhy from PacerMonitor.com. The Debtor projects $$3,575 in rental income and $3,435 in expenses for March. About Schuldner, LLC Duluth, Minnesota-based Schuldner, LLC is engaged in activities related to real estate. The company filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-50323) on July 6, 2021. In the petition signed by Carl Green, chief manager, the Debtor disclosed $1,150,200 in total assets and $2,530,877 in total liabilities. Judge William J. Fisher is assigned to the case. Joseph W. Dicker, P.A. is the Debtor's counsel. SCIENTIFIC GAMES: Fine Capital Entities Report 9.69% Equity Stake ----------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Scientific Games Corporation as of Dec. 31, 2021: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ --------- Fine Capital Partners, L.P. 9,354,622 9.69% Fine Capital Advisors, LLC 9,354,622 9.69% Debra Fine 9,367,622 9.71% Adom Partners, L.P. 5,188,364 5.38% Fine Capital Partners, L.P. is the relevant entity for which each of Fine Capital Advisors, LLC and Debra Fine may be considered a control person. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/750004/000121465922002285/g28222sc13ga9.htm About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer of technology-based products and services and associated content for the worldwide gaming, lottery, social and digital gaming industries. Its portfolio of revenue-generating activities primarily includes supplying gaming machines and game content, casino-management systems and table game products and services to licensed gaming entities; providing instant and draw-based lottery products, lottery systems and lottery content and services to lottery operators; providing social casino solutions to retail consumers and regulated gaming entities, as applicable; and providing a comprehensive suite of digital RMG and sports wagering solutions, distribution platforms, content, products and services. Scientific Games reported a net loss of $548 million for the year ended Dec. 31, 2020, a net loss of $118 million for the year ended Dec. 31, 2019, and a net loss of $352 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $7.85 billion in total assets, $10.04 billion in total liabilities, and a total stockholders' deficit of $2.19 billion. SCREENVISION LLC: S&P Upgrades ICR to 'B-', Off Watch Developing ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based theater advertising company Screenvision LLC to 'B-' from 'CCC+' and removed it from CreditWatch, where S&P placed it with developing implications on Jan. 20, 2022. S&P raised its issue-level ratings on the secured debt to 'B-' from 'CCC+'. The stable outlook reflects S&P's expectations that U.S. movie theater attendance and associated in-theater advertising improves over the next 12 months such that Screenvision's revenue reaches 55%-70% of 2019 levels, EBITDA margins increase to the low-teens percentage area, operating cash flow (OCF) is break-even or better, and the company proactively extends its near-term debt maturities. S&P said, "The upgrade reflects Screenvision's additional liquidity from the $25 million incremental term loan and our expectations for improving revenues and profitability over the next 12 months. We expect leverage will decline to the mid-9x area in 2022. We believe the company will extend its incremental term loan (matures in December 2022) and drawn revolving credit facilities (July 2023) well ahead of their maturity dates. In our view, this means the company's capital structure is no longer unsustainable." The $25 million incremental term loan will alleviate near-term liquidity concerns. The company's new $25 million incremental term loan is pari passu with its senior secured debt. The additional debt will reduce cash flow due to its high interest rate (fixed 9% annually). This loan reinforces the company's liquidity sources for the next 12 months as the business recovers from the challenges of the COVID-19 pandemic. S&P said, "This incremental near-term liquidity is positive for credit quality. However, we don't expect the company will be able to comfortably pay down its incremental term loan at the current stated maturity, nor do we believe it can go without its revolver. Therefore, we expect Screenvision will need to obtain further amendments to its credit agreements to extend these facilities or refinance them with new debt before the due dates. We believe Screenvision has a track record of working with its financial sponsor and lenders over the past two years to manage its capital structure and amend its facilities. Therefore, we believe Screenvision can successfully extend these facilities well before their current stated maturities. "We forecast in-theater advertising revenues will improve significantly with the expected recovery in the U.S. box office. The U.S. box office has been steadily recovering over the past few months as most theaters are fully open, studios return to the theatrical release model, and patrons gain increasing confidence to attend movies in theaters despite volatility in ongoing COVID-19 cases. We expect this trend will continue due to a favorable film slate with many large tent-pole films being released throughout the year. Unlike the past two years, most studios have committed to an exclusive theatrical window in 2022, albeit shortened from the traditional release window in most cases. Advertisers did not return to theaters as quickly as patrons did over the past six months, but we believe the success of the box office in December 2021 and favorable 2022 film slate will provide clients on Screenvision's platform with increasing confidence and prompt them to increase their advertising spending in theaters. There remains substantial uncertainty surrounding ongoing COVID-19 variants that could disrupt the business model, but we believe Screenvision's revenues could improve to 55%-70% of 2019 levels in 2022. Because of the company's operating leverage, this will result in substantially positive EBITDA generation over the next 12 months. "We expect profitability and cash flows will scale with revenue growth over 2022 and beyond. Given our improving revenue forecast, we expect the company's EBITDA generation to recover substantially in 2022 due to positive operating leverage and cost management initiatives. We believe Screenvision will manage its overhead costs and gradually scale certain variable costs such as marketing and network costs, returning profitability to its advertising platforms. Specifically, we expect the company's S&P Global Ratings-adjusted EBITDA margins will be in the low-teens percentage area in 2022 and improve toward the high-teens percentage area in 2023. This increasing EBITDA generation will translate to better cash flows, and we estimate OCF will approach break-even in 2022 after the impact of working capital. This compares favorably to our estimation for substantially negative cash flows in 2021. Nevertheless, the first six months of 2022 are likely to include substantial working capital outflows to support an expanding revenue base before these dynamics stabilize in the back half. "As a result of these expectations, we forecast leverage will improve to the mid-9x area in 2022 and could decline toward the 5x area in 2023." Environmental, social, and governance (ESG) credit factors for this credit rating/outlook and/or CreditWatch status change: -- Health and safety The stable outlook reflects S&P's expectations that U.S. box office attendance and associated in-theater advertising improves over the next 12 months such that Screenvision's revenues reach 55%-70% of 2019 levels, EBITDA margins increase to the low-teens percentage area, OCF is break-even or better, and the company proactively extends its near-term debt maturities. S&P could lower its rating if: -- S&P expects in-theater advertising to remain weak in 2022 and beyond such that leverage will remain above 9x or cash flows will remain substantially negative; or -- The company cannot extend its debt maturities such that S&P anticipates a payment default scenario as likely. S&P could raise the rating if: -- Screenvision extends its debt maturities such that S&P does not expect risk of a liquidity shortfall; -- The return of in-theater advertising remains strong such that the company's leverage improves below 6x; and -- S&P expects the company to generate substantially positive cash flow. SEADRILL LTD: Set to Emerge From Chapter 11 Bankruptcy ------------------------------------------------------ On Feb. 21, 2022, Seadrill Limited announced that it anticipates emerging from the Chapter 11 process in February 2022, likely prior to the end of the present week. As previously announced, Seadrill's Chapter 11 plan of reorganization (the "Plan") was confirmed by the U.S. Bankruptcy Court for the Southern District of Texas on October 26, 2021. Since confirmation of the Plan, the Company has been preparing to satisfy conditions precedent in order to emerge. On the effective date of emerging from Chapter 11, it is expected that the new parent company for the Seadrill group, whose name will be changed on or about the date of emergence to Seadrill Limited, will have approximately 50 million new common shares outstanding, of which 0.25% will be allocated to existing shareholders of the Company. Subject to certain approvals, the new common shares are intended to be listed on the Euronext Expand market in Oslo in the second quarter of 2022 with a subsequent uplisting to the main market of the Oslo Stock Exchange, as well as a listing on the New York Stock Exchange. Trading in the existing shares in Seadrill at the Oslo Stock Exchange will be suspended following occurrence of the effective date of emerging from Chapter 11. About Seadrill Ltd. Seadrill Limited (OSE: SDRL, OTCQX: SDRLF) --http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deepwater drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as counsel; Houlihan Lokey, Inc. as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Jackson Walker LLP as co-bankruptcy counsel; Slaughter and May as co corporate counsel; Advokatfirmaet Thommessen AS as Norwegian counsel; and Conyers Dill & Pearman as Bermuda counsel. Prime Clerk LLC is the claims agent. On April 9, 2021, the board of directors of Debtor Seadrill North Atlantic Holdings Limited unanimously adopted resolutions appointing Steven G. Panagos and Jeffrey S. Stein as independent directors to the board. Seadrill North Atlantic Holdings Limited tapped Katten Muchin Rosenman LLP as counsel and AMA CapitalPartners, LLC, as a financial advisor at the sole direction of independent directors. SEQUENTIAL BRANDS: Former Owner Wins Approval for Liquidation Plan ------------------------------------------------------------------ James Nani of Bloomberg Law reports that Sequential Brands Group, which owned the Jessica Simpson-brand fashion collection, received approval for a Chapter 11 liquidation plan centered on a new trust for paying off some secured claims. The plan, approved Tuesday, February 22, 2022, by Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware, calls for transferring all of its remaining assets into the liquidation trust. Some secured claims would recover between 95% to all of their losses, according to a January disclosure statement for the plan. But unsecured and other various claims aren't expected to receive any recovery, it said. About Sequential Brands Group Sequential Brands Group, Inc. (NASDAQ:SQBG), together with its subsidiaries, owns various consumer brands. The New York-based company licenses its brands for a range of product categories, including apparel, footwear, fashion accessories, and home goods. Sequential Brands Group and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11194) on Aug. 31, 2021. The company disclosed total assets of $442,774,937 and debt of $435,073,539 as of Aug. 30, 2021. Judge John T. Dorsey oversees the cases. The Debtors tapped Gibson, Dunn & Crutcher, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsel. Miller Buckfire & Co. and its affiliate, Stifel Nicolaus & Co., Inc., serve as financial advisor and investment banker. Kurtzman Carson Consultants, LLC, is the claims agent and administrative advisor. King & Spalding, LLP, is counsel to the debtor-in-possession lenders (and the consenting lenders under the restructuring support agreement) while Morris, Nichols, Arsht & Tunnell, LLP serve as the DIP lenders' local counsel. SHASTHRA USA: Wins Cash Collateral Access ----------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, has authorized Shasthra USA Inc. to use cash collateral on an interim basis in the ordinary course of business in accordance with the budget and provide adequate protection to the US Small Business Administration. The Debtor has an immediate and critical need to be permitted access to funds to continue to operate its business and pay its direct operating expenses. Prior to the filing of the Debtor's bankruptcy petition, the Debtor entered into a loan agreement with Wellen Capital in the total loan amount of $120,000. The Note and the obligations owing to Wellen thereunder are secured by a Security Agreement. A UCC-1 was properly filed by the Wellen and encumbers certain property and rights to property belonging to the Debtor. Pursuant to the Security Agreement, the Debtor granted Wellen a first-priority blanket lien on, among other things, all the Debtor's personal property, including but not limited to, equipment, inventory, accounts, general intangibles and fixtures. As of the petition date, the Debtor was indebted and liable to Wellen in the aggregate amount of not less than $120,000. The Debtor will cease to be authorized to use cash collateral on the earlier to occur of one of the following: (i) March 15, 2022; (ii) the entry of an order authorizing the Debtor to incur post-petition indebtedness; (iii) non-compliance by the Debtor with any term, covenant or provision in the Budget or the Order, after having received written notice of the non-compliance and given 10days to cure such non-compliance, except SBA's cash collateral may be used solely up to the amounts stated for in any line item in the Budget, plus 10% for each line item, during the respective monthly periods and for the purposes identified in the Budget; (iv) the appointment of a trustee or of an examiner for the Debtor or the property of the e states of the Debtor (other than the continued appointment of the Subchapter V Trustee); (v) the entry of a final order authorizing the Debtor's use of cash collateral that is not identical with respect to material terms, conditions and provisions contained in the Order; (vi) failure of the Debtor to maintain accounts receivable in an amount equal to the sum of $84,432; (vii) the entry of an order staying, vacating, amending, supplementing or modifying the Order or otherwise affecting the validity, priority, extent, or enforceability of any of the liens or claims granted therein; and/or (viii) conversion or dismissal of the Debtor's Chapter 11 Case. As partial adequate protection for the Debtor's use of cash collateral, all pre-petition liens and security interests of Wellen are reaffirmed to the same extent and priority as such liens and security interests existed immediately prior to the Petition Date and to further secure the Wellen Prepetition Debt, the Wellen is granted a fully perfected security interest in and replacement lien upon all of the Debtor's now owned or hereafter acquired assets. As additional partial adequate protection, the Debtor will make monthly payments to Wellen of $500 beginning 10 days after entry of the Order without waiving its deferral status per the Note obligations. The payment will be made monthly during the pendency of the interim Order on the 15lhday of each month and will comply with all provisions of the Wellen Notes. A final hearing on the matter is scheduled for March 22, 2022 at 11 a.m. A copy of the order is available at https://bit.ly/3BKvkKB from PacerMonitor.com. About Shasthra USA Inc. Shasthra USA Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 21-11740) on October 18, 2021. In the petition signed by Jayasekar Jayaraman, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Klinette H. Kindred oversees the case. Matthew G. Williams, Esq., at Mahdavi Bacon Halfhill and Young PLLC is the Debtor's counsel. Wellen Capital, as lender, is represented by: Carl Eason, Esq. Wolcotl, Rivers, and Gates 200 Bendix Road, Suite 300 Virginia Beach, VA 23452 Tel: (757)497-6633 Email: eason@wolriv.com SPECTRUM BRANDS: S&P Affirms 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed all its ratings on U.S.-based Spectrum Brands Holdings Inc., including its 'B' issuer credit rating, and removed them from CreditWatch, where S&P placed them Sept. 10, 2021, with positive implications, due to the uncertainty surrounding several of management's announcements, financial policy, and continued difficult macroeconomic conditions, notwithstanding the expected substantial net after-tax cash proceeds from selling HHI. S&P said, "We also assigned our 'BB-' rating to the $500 million nonfungible revolving credit facility add-on. The recovery rating is '1', indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. "The stable outlook reflects our expectation that Spectrum Brands will dispose of the HHI business by late fiscal 2022 and apply most of the proceeds to debt repayment. We also assume margin recovery will take time, leading to S&P Global Ratings-adjusted leverage after the transaction and restructuring costs of 5x-6x for fiscal 2022. "We anticipate substantial debt repayment from the disposal of HHI, however stiff macroeconomic obstacles are likely to delay meaningful credit measure improvement. "We expect Spectrum Brands will use about $2.1 billion of the anticipated $3.5 billion net after-tax cash proceeds from the HHI disposal to repay all borrowings under its upsized $1.1 billion revolver ($815 million pro forma for the TKA acquisition); term loan B ($397 million outstanding); 5.75%, $450 million notes due in 2025; and 4%, EUR425 million ($482 million equivalent) notes due in 2026. We believe it is unlikely Spectrum Brands will reach its stated goal of increasing 2022 adjusted EBITDA by a low-single-digit percentage given the magnitude of cost increases ($310 million-$330 million increase expected, compared to $263 million S&P Global Ratings-adjusted continuing operations EBITDA in 2021). We assume organic EBITDA will fall about 20%, with adjusted leverage of 5x-6x. We estimate, including HHI, that S&P Global Ratings-adjusted leverage was above 6x as of Jan. 2, 2022. "Our model conservatively assumes Spectrum Brands will use the remaining $1.4 billion net after-tax HHI cash proceeds for share repurchases. We acknowledge that if the company uses a sizable portion of its excess cash for acquisitions, it could reach adjusted leverage below 5x in 2022, even assuming 20% organic adjusted EBITDA decline." The disposal of market-leading HHI will reduce Spectrum Brands' business strength and product diversity. However, it is unlikely to lower our business risk profile assessment because global pet care and home and garden are effective competitors. The combination of TKA with the legacy HPC business and plan to subsequently separate the combined business is the latest move designed to transform Spectrum Brands into a higher-valued global pet care and home and garden company. Although the potential separation of HPC/TKA would significantly reduce business diversity, it would also shed a lower-margin business that participates in intensely competitive, fragmented markets. Depending on the amount of debt that could be placed on the HPC business, we would view a separation as a credit positive. However, it is not clear whether Spectrum Brands can realize sufficient value in separating the business, which it tried to divest in 2018. Moreover, a recent disclosure in the first-quarter 2022 10-Q indicated in our opinion the potential nonrenewal of its licensing rights to the Stanley Black & Decker business after June 30, 2025. S&P said, "We estimate this arrangement accounts for about one-third of the legacy HPC business. Loss of these rights could substantially hurt profitability. We believe Spectrum Brands' acquisition of the high-growth but concentrated TKA business, for which it is paying a 5x-7x EBITDA multiple, could in part be intended to offset this potential loss." S&P said, "Nevertheless, compared to HPC, we believe the pet business has much more attractive growth potential and the home and garden business stronger brands and greater resiliency. Both businesses also generate better segment margin profiles (15%-20%) compared to about 8% for legacy HPC and less cyclicality. There is nevertheless the risk that Spectrum Brands could seek large mergers and acquisitions (M&A) to meaningfully increase scale. These two businesses combined generate less than $2 billion annual sales. We think reaching and sustaining S&P adjusted leverage below 5x could be elusive over the next few years. "The stable outlook reflects our expectation that Spectrum Brands will dispose of the HHI business by late fiscal 2022 and use about $2.1 billion of the anticipated $3.5 billion net after-tax cash proceeds for debt repayment. We also assume margin recovery will take time, leading to S&P Global Ratings-adjusted leverage after transaction costs and restructuring of 5x-6x for fiscal 2022." S&P could raise the rating if it expects the company will sustain adjusted leverage comfortably below 5x, potentially by: -- Repaying debt with HHI net proceeds as anticipated. -- Restoring profitability close to 2021 levels, including achieving close to 10% S&P Global Ratings-adjusted EBITDA margin. -- Successfully integrating recent acquisitions. -- For a higher rating, S&P would also need more clarity on the company's strategy to separate HPC and expand the pet and home and garden businesses, including the impact on competitive position and financial policy. S&P could lower the rating if it unfavorably revise its view of the business risk or project that adjusted leverage will be sustained above 7x, potentially due to: -- An inability to pass through or otherwise offset escalating input costs. -- Supply chain bottlenecks that make it difficult to obtain adequate inventories to meet customer demand. -- Difficulties integrating recent or future acquisitions and separating the HPC business, which could distract management as it strategically repositions the company. S&P could also lower its rating if liquidity tightens meaningfully because of unexpected hurdles selling HHI and performance falling short, leading to a potential default under the financial maintenance covenant. SPEEDCAST HOLDINGS III: S&P Assigns 'B' ICR, Outlook Stable ----------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Speedcast Holdings III LLC. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to its $300 million Term Loan B. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%) recovery in a simulated default scenario. The stable outlook reflects S&P's view that the company will materially improve its credit metrics over the next 12-24 months, as the cruise market recovers and it realizes cost savings from its initiatives, such that its leverage declines comfortably below our 6x downgrade trigger by mid-2023. S&P said, "Our rating is constrained by Speedcast's high S&P Global Ratings-adjusted financial leverage and private-equity ownership. We forecast the company's debt-to-EBITDA will improve to about 5x by the end of 2022 as it benefits from a recovery in its cruise segment and realizes significant cost savings from the previously implemented parts of management's transformation plan. We believe Speedcast's leverage could approach 4x by mid-2023 as the costs to achieve its synergies roll off. However, in our view, the company's private-equity ownership may foster an aggressive financial policy, which could involve debt-financed acquisitions or dividends that result in subsequent re-leveraging. "Our rating is supported by the company's recent contract modifications, which have significantly improved its earnings visibility. In the second half of 2021, Speedcast renegotiated two major contracts that will provide it with higher earnings while greatly reducing operating risk. The first renegotiation was with its largest satellite supplier, which will better align the company's costs with its revenue. The second renegotiation was with a large customer that reduced exposure to volume fluctuations that hurt financial results during the pandemic. "We believe management's cost-savings initiatives provide the company with a pathway toward improving its earnings and cash flow, though we also view them as entailing some execution risk. Speedcast has introduced a transformation plan with a focus on optimizing profitable growth, which indicates a pivot away from an emphasis on revenue growth under its prior ownership." This transformation plan is critical to the company's viability and is designed to integrate its operations, restore its organizational health, and support the realization of business efficiencies. The management team responsible for the execution of this transformation is largely new to the company, though it has demonstrated early signs of success through the recent renegotiation of its key contracts and other value creation initiatives. The first phase of the plan targets about $23 million of run-rate synergies and management completed this phase in recent months (though only $7.5 million of synergies are reflected in its third quarter 2021 financials on an annualized basis). These savings come from organizational rightsizing, network consolidation, sales performance improvements, and better spend management. Management also plans a second round of cost-savings targeting run-rate synergies of at least $15 million, which it is scheduled to implement in 2022. These changes focus on increased process automation, a more simplified and efficient structure, and pricing and go-to- market opportunities, among other initiatives. However, Speedcast has acquired several different businesses in recent years, which it had not fully integrated. S&P said, "We believe the significant demands on the company's management, information reporting resources, and internal controls pose a risk to its operating efficiency as it consolidates its network and systems. We also recognize the potential for disruptions to its customer and/or supplier relationships stemming from its recent headcount reductions." Also, the company recently experienced several key personnel changes and its senior management has a relatively short track record of working together at Speedcast, although the team does feature considerable collective industry expertise and experience working together at prior companies. Speedcast employs an asset-lite model that benefits its customers and suppliers but also exposes it to contract renewal risk. The company leases capacity from satellite network operators (SNO), such as Intelsat, Eutelsat, SES, and others. It then buys satellite antennas and other equipment from hardware manufacturers. Finally, it designs, configures, integrates, operates, and maintains a satellite communications solution for end users in remote locations, such as the open ocean. S&P said, "We believe Speedcast's ability to provide an operator and technology-agnostic solution for its customers is a key business attribute. As the largest commercial buyer of satellite bandwidth, it has good purchasing power with satellite operators and access to over 95 satellites across multiple technologies to provide its end users with an integrated network. We also believe Speedcast's access to over 3,000 customers across multiple industry verticals is attractive for wholesale capacity suppliers. "However, the company has significant supplier concentration. Still, we believe the anticipated launch of several high throughput satellites across the industry will continue to increase the amount of available supply, which places service providers--like Speedcast--in an advantageous negotiating position. Therefore, the company could reduce this concentration over time supported by its existing relationships with over 35 global operators. "We believe the satellite service industry is competitive and features moderate barriers to entry. Speedcast competes primarily with other service providers, such as Marlink, KVH, and Anuvu. We believe its installed base of equipment, the operational risks associated with changing providers, and the company's key value-added services lead to some level of switching costs. However, we do not view these barriers as insurmountable given Speedcast's lack of infrastructure ownership and the relatively low capital requirements to enter the service market." The company is the market leader in the offshore energy segment with roughly 40% market share. It is also the market leader in the Cruise subsegment of the maritime market. That said, S&P believes Speedcast is the third-largest player in the overall maritime market behind Marlink and Inmarsat. This market is highly fragmented and features several other players with small market shares. S&P said, "We view the threat from disintermediation as manageable but competition could increase over time. Satellite operators face secular pressure in their core media and telecom markets and we expect wholesale operators to face ongoing pricing pressure as the supply of bandwidth outstrips demand. Therefore, wholesale providers may aim to increase their revenue by moving down-market into managed services. However, this is not their core competency and we believe technology-agnostic service providers capable of offering customers access to a variety of networks--with a deeper understanding of customer needs and experience providing end-to-end customer support--are better positioned to service end users. "We also recognize the potential for industry consolidation and evolution to increase competition over the medium term." For example, vertically integrated Viasat recently announced its intention to purchase commercial maritime specialist Inmarsat, which is still subject to regulatory approval. This combination could allow the combined entity to move from in-flight connectivity into the adjacent cruise vertical over time, particularly as the combined entity launches new satellites and increases its global capacity. New low-earth orbit (LEO) satellites could lead to both heightened competition and potential partnership opportunities. The expected deployment of LEO constellations over the next few years may represent a risk to elements of the company's business, such as its sales to cruise and commercial maritime customers if these operators sell services directly to end users. LEO satellites, if effectively deployed, could result in a significant increase in satellite bandwidth capacity. In turn, this may reduce the company's profitability if an emerging competitor degrades Speedcast's pricing power with its customers. LEO satellites will also have considerably lower latency than existing satellite constellations, making them a potentially more attractive option for many of the company's customers. Conversely, Speedcast may partner with LEO constellations and integrate LEO services into the product catalog which could bolster their service offering. S&P said, "Speedcast is exposed to variable end markets, although we expect it to materially increase its cruise revenue over the next two years. At its lowest point during the pandemic in the third quarter of 2020, Speedcast's cruise revenue dropped by about 60% compared with the fourth quarter of 2019. However, following contract renegotiations, about 85% of Speedcast's cruise revenue is driven by fixed managed service revenue or based on minimum volume commitments, greatly reducing Speedcast's exposure to cruise volumes. In fact, Speedcast's revenue from this segment was only about 15% below its pre-COVID levels in the third quarter of 2021 following the recent recovery, with further improvement likely in the fourth quarter. "We believe there is significant upside in cruise revenue given that utilization levels remain relatively low while passenger data usage explodes. For example, industry utilization is around 40% today while billable bandwidth exceeds pre-COVID levels because of the use of data-intensive applications--like video streaming. Therefore, we believe there is material growth potential in the cruise segment as cruise operators continue to recover their customer volumes, which will likely result in incremental rise in their bandwidth needs. "We believe the currently strong level of passenger bookings, tailwinds from pent-up demand for leisure travel, and a strong base of repeat cruise passenger (about 65% of passengers) will support the industry's expansion. We forecast cruise occupancy will continue to increase over the next few quarters as capacity limitations ease and demand improves, approaching 100% by the third quarter of 2022. We also believe that the regulatory risks that would limit cruise operators' ability to ramp up their operations are decreasing with vaccine requirements and widespread availability of vaccines in most core markets." Still, the recent rapid spread of the Omicron variant highlights the inherent uncertainties of the pandemic but also the importance and benefits of vaccines. While the risk of new, more severe variants displacing Omicron and evading existing immunity cannot be ruled out, our current base case assumes that existing vaccines can continue to provide significant protection against severe illness. Furthermore, many governments, businesses and households around the world are tailoring policies to limit the adverse economic impact of recurring COVID-19 waves. Consequently, S&P does not expect a repeat of the sharp global economic contraction of 2nd quarter 2020. Although not our current expectations, any significant reduction in cruise passenger numbers could reduce the demand for the company's maritime products and services or lead it to renegotiate its agreements with its cruise customers on terms that are less advantageous than existing terms. The energy market is cyclical. Speedcast focuses on deepwater offshore projects where satellite communications are the sole form of connectivity. Its customers include both owners of drilling assets and operators who contract drilling assets. Roughly 75% of Speedcast's revenue in this segment is tied to lower-volatility production-related activities, as opposed to more volatile oil exploration (25%). Once extraction is initiated, the projects typically last several years because the operators incur most costs upfront. However, volatility in oil prices and macroeconomic and geopolitical factors can influence companies willingness to invest in long-term, expensive offshore projects. S&P said, "We project a modest improvement in Speedcast's revenue from its energy segment because relatively high oil prices will likely support longer-term exploration and production projects." However, this forecast could be at risk if declining prices lead to the deactivation of offshore drillships. For example, Speedcast's energy segment revenue declined by about 25% in the first half of 2021, relative to pre-COVID levels, following the price shock that occurred in 2020. Speedcast benefits from a recurring revenue model primarily comprising longer-term very small aperture terminals (VSAT) contracts. The company derives the vast majority of its revenue from VSAT broadband, whereby it transforms raw capacity from the SNO (megahertz [MHz]) into a broadband service (megabits per second [Mbps]) through a proprietary hybrid network and equipment including owned and leased teleports and antennas. VSAT can deliver much higher throughput (up to 500 Mbps) via higher frequency Ka and Ku satellites than Mobile Satellite Services (MSS) delivered through narrowband lower frequency L-Band (less than 1 Mbps). VSAT installations are more complex and require a skilled labor force whereas L-band installation is simpler and distributed off-the-shelf by the SNOs. Importantly, VSAT is higher-margin than L-Band and carry contracts that typically range from 3-5 years in length, rather than the more pay-as-you go model for L-band. Overall, roughly 90% of Speedcast's revenue is recurring and subscription-based and it has a high contract renewal rate of 93%. S&P said, "We view Marlink as the company's closest rated peer. In our view, Marlink benefits from its established track record of resiliency through the latest downturn. In the maritime business, Marlink commands greater market share in the commercial, yachting, and fishing segments, which have proven more stable than the energy and cruise segments that Speedcast primarily serves. It also has a lower cost structure that supports moderately higher profit margins. These factors are partly offset by Speedcast's more favorable mix of VSAT revenue compared with Marlink (97% vs 67%), which results in a higher portion of recurring revenue. Furthermore, Speedcast operates with lower financial leverage than Marlink. S&P said, "The stable outlook on Speedcast reflects our expectation for a material increase in its EBITDA, which will likely enable its credit metrics to improve over the next year, including S&P Global Ratings-adjusted debt to EBITDA of about 5x by the end of 2022. "We could lower our rating on Speedcast over the next year if its debt to EBITDA rises above 6x for a sustained period, which could occur due to operational disruptions stemming from management's cost-reduction initiatives or a weaker-than-expected recovery in the cruise segment. "It is unlikely that we will raise our rating on Speedcast over the next year given the execution risk associated with its new management team's implementation of its transformation plan, the uncertainty around the pace of the recovery in its end markets, and its private-equity ownership, which could lead it to re-leverage over the longer-term. However, we could raise our rating on Speedcast if it sustains debt to EBITDA of less than 4.5x with continued contract visibility." Environmental, Social, and Governance ESG credit indicators: E3 S2 G3 S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of Speedcast. This reflects its exposure to the energy market (about 30% of revenue) where it provides connectivity on deepwater offshore drilling projects, which exposes it to revenue fluctuations related to climate transition risks and price fluctuations in those end markets. The company's competitive position could be impacted by declining oil prices or demand that lead to the deactivation of offshore drillships. Governance is also a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns." SQUIRRELS RESEARCH: Creditors to Get Proceeds From Liquidation -------------------------------------------------------------- Squirrels Research Labs LLC, et al., filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Plan of Liquidation dated Feb. 21, 2022. While the case of this Debtor is being jointly administered with affiliate The Midwest Data Company LLC ("MWDC"), this Plan is proposed by and applies to Debtor, Squirrels Research Labs LLC ("SQRL") alone, and it is contemplated that MWDC will file its own plan of liquidation or reorganization, as is appropriate. SQRL is an Ohio limited liability company, headquartered in North Canton, Ohio. Prior to the Petition Date, SQRL created, manufactured, and repaired hardware, including DataCenter Accelerator Boards, used in cryptocurrency mining machines. MWDC is also an Ohio limited liability company headquartered in North Canton, Ohio. Prior to the Petition Date, the Debtors received an offer to purchase certain of their assets, as set forth in the Asset Purchase Agreement dated as of November 23, 2021 from Instantiation LLC. On the same date, Avnet, SQRL, MWDC, and Instantiation, LLC entered into an Account Settlement and Sale Support Agreement whereby those parties agreed, that in order to support the Chapter 11 process, Instantiation LLC will provide debtor in possession financing to MWDC in the original principal amount of $350,000 as described in the DIP Loan documents evidencing and memorializing same necessary to fund these Chapter 11 cases and the related sale process, and seek to purchase the Debtors' assets. In addition, Avnet agreed to support the Sale, not object to the debtor-in-possession financing to be provided by Instantiation, and SQRL and Avnet agreed to a resolution of the amount and treatment of the Avnet Claim, such that the Avnet Claim is reduced to the amount $5,751,000 (the "Reduced Avnet Claim"). In addition, SQRL agreed therein that the value of the Avnet Collateral is not less than $3,000,000.00 and the Reduced Avnet Claim is a secured claim in the amount of not less than $3,000,000.00 (the "Avnet Secured Claim") and an unsecured claim for the remainder. On December 1, 2021, the Court entered the Bidding Procedures Order establishing procedures for the auction and sale of certain MWDC and SQRL assets, designating Instantiation as the stalking horse bidder, and granting related relief. No competing bids were submitted before the bid deadline set in the Bidding Procedures Order and thus, no auction was held. The Court held a hearing on the Debtors' motion to approve the Sale on January 11, 2022 and entered an order authorizing the Sale on January 18, 2022. The Sale closed on January 27, 2022. MWDC received $10,000 in proceeds from the Sale. Avnet has received full payment of the Avnet Secured Claim. Most of the Debtor's physical assets have been liquidated pursuant to the Sale. This Plan provides for the orderly liquidation of the remaining assets of the estate over time, and for the proceeds to be allocated in accordance with the terms of the Plan and distributed to holders of Allowed Claims. On the Effective Date, all of the Debtor's assets will be vested in the Liquidating Debtor. The Liquidating Debtor will, among other things, liquidate the assets, resolve any Disputed Claims, prosecute any Causes of Action, except for Avoidance Actions against the Debtor's President, wind down, and make distributions under the Plan. With respect to Avoidance Actions against the Debtor's President, Fred Schwieg, the current the Subchapter V Trustee, will be vested with the authority to prosecute these particular Avoidance Actions, if any. The Liquidating Debtor will be dissolved as soon as practicable after the final distribution is made pursuant to the Plan. This Plan provides for full payment of administrative expenses and priority claims. Holders of Allowed Unsecured Claims in Class 4 are expected to receive a percentage distribution of their Allowed Claim which percentage amount will depend on the amount of Allowed Claims in Class 4. Class 4 consists of General Unsecured Claims. Allowed Claims in Class 4 will be paid pro-rata from the Fund established with the Recoveries, after and subject to the payment of Allowed Administrative Expenses and Allowed Priority Tax Claims, and payments to all other Classes, but pro-rata with the Unsecured portions of those Allowed Claims. No interest shall accrue on any Claims in this Class. The Holder of Class 5 Equity Interests shall not be entitled to distributions of any kind on account of such Equity Interests. This Plan provides for the orderly liquidation of the remaining assets of the estate over time, and for the proceeds to be allocated in accordance with the terms of the Plan and distributed to holders of Allowed Claims. On the Effective Date, automatically and without further action, all remaining assets of the Debtor shall vest in the Liquidating Debtor for the sole and express purpose of making distributions to holders of Allowed Claims pursuant to the terms and conditions of the Plan. The Liquidating Debtor shall be deemed the successor in interest to the Debtor and be appointed the representative of the Estate for and have all the duties, powers, standing and authority necessary to implement the Plan and to administer the assets of the Estate for the benefit of holders of Allowed Claims. A full-text copy of the Plan of Liquidation dated Feb. 21, 2022, is available at https://bit.ly/34Z5c2I from PacerMonitor.com at no charge. About Squirrels Research Labs Squirrels Research Labs, LLC, is a manufacturer of semiconductor and other electronic components based in North Canton, Ohio. Squirrels Research Labs and its affiliate, The Midwest Data Company, LLC, filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 21-61491) on Nov. 23, 2021. At the time of the filing, Squirrels Research Labs listed as much as $10 million in both assets and liabilities while Midwest Data Company listed up to $100,000 in assets and up to $50,000 in liabilities. Judge Russ Kendig oversees the cases. The Debtors tapped Marc B. Merklin, Esq., at Brouse McDowell, LPA as legal counsel and CliftonLarsonAllen LLP as accountant. SQUIRRELS RESEARCH: Unsecured Creditors Likely to Get 100% in Plan ------------------------------------------------------------------ The Midwest Data Company LLC, filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Plan of Reorganization dated Feb. 21, 2022. While the case of this Debtor is being jointly administered with affiliate Squirrels Research Labs LLC ("SQRL"), this Plan is proposed by and applies to Debtor, The Midwest Data Company LLC ("MWDC") alone, and it is contemplated that SQRL will file its own plan of liquidation. MWDC is an Ohio limited liability company headquartered in North Canton, Ohio. MWDC provides hosting services for cryptocurrency mining machines to customers, some of whom purchased cryptocurrency mining machines from SQRL. Prior to the Petition Date, the Debtors received an offer to purchase certain of their assets, as set forth in the Asset Purchase Agreement dated as of November 23, 2021 from Instantiation LLC. On the same date, Avnet, SQRL, MWDC, and Instantiation, LLC entered into an Account Settlement and Sale Support Agreement whereby those parties agreed that in order to support the Chapter 11 process, Instantiation LLC will provide debtor in possession financing to MWDC in the original principal amount of $350,000 as described in the DIP Loan documents evidencing and memorializing same necessary to fund these Chapter 11 cases and the related sale process, and seek to purchase the Debtors' assets, including the Avnet Collateral. In addition, Avnet agreed to support the Sale, not object to the debtor-in-possession financing to be provided by Instantiation, and SQRL and Avnet agreed to a resolution of the amount and treatment of the Avnet Claim, such that the Avnet Claim is reduced to the amount $5,751,000 (the "Reduced Avnet Claim"). In addition, SQRL agreed therein that the value of the Avnet Collateral is not less than $3,000,000.00 and pursuant to section 506 of the Bankruptcy Code, the Reduced Avnet Claim is a secured claim in the amount of not less than $3,000,000.00 (the "Avnet Secured Claim") and an unsecured claim for the remainder. On December 1, 2021, the Court entered the Bidding Procedures Order establishing procedures for the auction and sale for certain assets of SQRL and MWDC, designating Instantiation as the stalking horse bidder, and granting related relief. No competing bids were submitted before the bid deadline set in the Bidding Procedures Order and thus, no auction was held. The Sale closed on January 27, 2022. MWDC received $10,000 in proceeds from the Sale. Avnet has received full payment of the Avnet Secured Claim. Debtor's assets, with the exception of any Avoidance Actions arising under Chapter V of the Bankruptcy Code, are Collateral for Instantiation subject to the DIP Lien. The Debtor believes the recovery on the Insurance Claim will be sufficient to satisfy the Superpriority Claim of Instantiation and the DIP Lien, but in the event the recovery on the Insurance Claim is insufficient, the DIP Lien would extend to all assets of the Debtor up to the amount then outstanding on the DIP Loan. Furthermore, the general unsecured claims in this case are less than $20,000. There are only two creditors in this case. One asserted in Claim No. 1 by the IRS is a general unsecured claim in the amount of $100 and a priority claim. The other is the scheduled claim of AEP Ohio in the amount of $17,089.09. The Debtor believes its projected disposable income from operations and liquidation of some or all of the assets will be sufficient to pay the Administrative Expense Claims, Priority Tax Claims and all other Allowed Claims in full. This Plan proposes to pay creditors of the Debtor from the future cash flow of its business operations. Non-priority unsecured Creditors holding Allowed Claims are likely to receive distributions under the Plan equal to 100% of their Allowed Claim. This Plan provides for full payment of administrative expenses and priority claims. Class 2 consists of General Unsecured Claims. Allowed Claims in Class 2 will be paid from the Reorganized Debtor's Disposable Income, after and subject to the payment of Administrative Expenses and Priority Tax Claims and payments to all other Classes. No interest shall accrue on any Claims in this Class. The Debtor expects to be able to pay the Allowed Class 2 Claims in full over the length of the Plan. This Class is unimpaired. Class 3 consists of the Equity Interests of the Debtor. Confirmation of this Plan shall cause all membership units issued by Debtor, The Midwest Data Company LLC, to be revested in and retained by those holding an interest in the Debtor The Midwest Data Company LLC as of the Petition Date and shall be subject to and based upon the terms and conditions as they existed on the Petition Date including under any Articles of Incorporation, By Laws, and other duly executed corporate documents. The Plan will be implemented and funded through the recovery on the Insurance Claim, proceeds of other causes of action, and future business operations of the Reorganized Debtor. The Debtor is presently evaluating its options for leased space from which to conduct its business, including space previously leased by SQRL at 7579 Freedom Ave., North Canton, OH and 8100 Cleveland Ave., North Canton, OH. In addition, MWDC is working to develop additional hosting business. A full-text copy of the Plan of Reorganization dated Feb. 21, 2022, is available at https://bit.ly/3p4Khlt from PacerMonitor.com at no charge. About Squirrels Research Labs Squirrels Research Labs, LLC is a manufacturer of semiconductor and other electronic components based in North Canton, Ohio. Squirrels Research Labs and its affiliate, The Midwest Data Company, LLC, filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 21-61491) on Nov. 23, 2021. At the time of the filing, Squirrels Research Labs listed as much as $10 million in both assets and liabilities while Midwest Data Company listed up to $100,000 in assets and up to $50,000 in liabilities. Judge Russ Kendig oversees the cases. The Debtors tapped Marc B. Merklin, Esq., at Brouse McDowell, LPA as legal counsel and CliftonLarsonAllen LLP as accountant. STEM HOLDINGS: Issues Going Concern Doubt Warning ------------------------------------------------- Stem Holdings, Inc., warned in a recent regulatory filing there is substantial doubt about the Company's ability to continue as a going concern. The Company disclosed in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the three months ended December 31, 2021, that as of December 31, it had approximate balances of cash and cash equivalents of $3.3 million, positive working capital of approximately $1.3 million, and an accumulated deficit of $119.8 million. While the recreational use of cannabis is legal under the laws of certain States, where the Company has and is working towards further finalizing the acquisition of entities or investment in entities that directly produce or sell cannabis, the use and possession of cannabis is illegal under United States Federal Law for any purpose, by way of Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, otherwise known as the Controlled Substances Act of 1970. Cannabis is currently included under Schedule 1 of the Act, making it illegal to cultivate, sell or otherwise possess in the United States. On January 4, 2018, the office of the Attorney General published a memo regarding cannabis enforcement that rescinds directives promulgated under former President Obama that eased federal enforcement. In a January 8, 2018 memo, Jefferson B. Sessions, then Attorney General of the United States, indicated enforcement decisions will be left up to the U.S. Attorney's in their respective states clearly indicating that the burden is with "federal prosecutors deciding which cases to prosecute by weighing all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of federal prosecution, and the cumulative impact of particular crimes on the community." Subsequently, in April 2018, former President Trump promised to support congressional efforts to protect states that have legalized the cultivation, sale and possession of cannabis; however, a bill has not yet been finalized in order to implement legislation that would, in effect, make clear the federal government cannot interfere with states that have voted to legalize cannabis. Further in December 2018, the U.S. Congress passed legislation, which the President signed on December 20, 2018, removing hemp from being included with Cannabis in Schedule I of the Act. In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries, including the United States. On June 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states of emergency, and several countries around the world, including the United States, have taken steps to restrict travel. "The existence of a worldwide pandemic, the fear associated with COVID-19, or any, pandemic, and the reactions of governments in response to COVID-19, or any, pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business operations, which could adversely affect our results of operations and liquidity," the Company said. "Disruptions to our supply chain and business operations disruptions to our retail operations and our ability to collect rent from the properties which we own, personnel absences, or restrictions on the shipment of our or our suppliers' or customers' products, any of which could have adverse ripple effects throughout our business. If we need to close any of our facilities or a critical number of our employees become too ill to work, our production ability could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse consequences due to COVID-19, or any other, pandemic, demand for our products could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the markets in which we operate. Any of these uncertainties could have a material adverse effect on our business, financial condition or results of operations." These conditions raise substantial doubt as to the Company's ability to continue as a going concern, according to Stem Holdings. Should the United States Federal Government choose to begin enforcement of the provisions under the "ACT", the Company through its wholly owned subsidiaries could be prosecuted under the "ACT" and the Company may have to immediately cease operations and/or be liquidated upon its closing of the acquisition or investment in entities that engage directly in the production and or sale of cannabis, Stem Holdings continued. Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants, and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company's ability to continue as a going concern, it said. Stem Holdings, Inc., based in Boca Raton, Fla., is an omnichannel, vertically integrated cannabis branded products and technology company with state-of-the-art cultivation, processing, extraction, retail, distribution, and delivery-as-a-service (DaaS) operations throughout the United States. The Company's stock is publicly traded and is listed on the Canadian Securities Exchange under the symbol "STEM" and the OTCQX exchange under the symbol "STMH". As of December 31, 2021, the Company had $43.8 million in total assets against $13.9 million in total liabilities. STONEWAY CAPITAL: Seeks Approval to Hire Toronto-Based WD Capital ----------------------------------------------------------------- Stoneway Capital Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire WD Capital Markets Inc., a corporate finance and M&A advisory firm headquartered in Toronto, Ontario. The Debtors require the services of an independent third party financial advisor to provide a "fairness opinion" regarding restructuring transactions that may be implemented pursuant to a plan of reorganization to be filed in their Chapter 11 cases and a plan of arrangement to be approved in proceedings under the Canada Business Corporations Act at the Ontario Superior Court of Justice (Commercial List). WD Capital will be compensated as follows: (a) Opinions Fee. Debtors agree to pay WD Capital a cash fee of CAD $100,000 (plus applicable taxes), payable upon delivery of the written Opinions in accordance with all applicable orders of the Court. (b) Additional Opinion Fee. For each additional Opinion provided or for any update to the Opinions provided, a fee of CAD $40,000 (plus applicable taxes) shall apply and be payable upon delivery of such additional written Opinion to the Debtors in accordance with all applicable orders of the Court. (c) Expenses. In addition to any fees that may be payable to WD Capital and, regardless of whether any Transaction occurs, the Debtors shall promptly reimburse WD Capital for all reasonable expenses (plus applicable taxes) . WD Capital is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as disclosed in the court filings. The firm can be reached through: Tyler Lang WD Capital Markets Inc. 365 Bay St., Suite 805 Toronto, Ontario M5H 2V1 Phone: 416 847 6904 Email: tyler@wdcapital.ca About Stoneway Capital Corp. Stoneway Capital Corporation is a limited corporation incorporated in New Brunswick, Canada, formed for the purpose of owning and operating, through its Argentine subsidiaries, power generation projects that will provide electricity to the wholesale electricity markets in Argentina. The Argentine subsidiaries operate four power-generating plants in Argentina that provide electricity to the wholesale electricity market in Argentina. Stoneway is 100% owned by GRM Energy Investment Limited. On Oct. 8, 2020, the Company commenced proceedings under the Canada Business Corporations Act (the "CBCA"). The Debtors were well on the way toward closing the consensual restructuring when on Dec. 4, 2020, the Argentine Supreme Court issued a decision in an ongoing noise discharge dispute involving one of the Generation Facilities located in Pilar, Argentina. The Argentine Supreme Court Decision created significant uncertainty as it overturned a decision of the federal appeals court in San Martin, Buenos Aires. TEGNA INC: S&P Places 'BB' ICR on CreditWatch Negative ------------------------------------------------------ S&P Global Ratings placed all of its ratings on U.S. TV broadcaster TEGNA Inc., including its 'BB' issuer credit rating, on CreditWatch with negative implications. S&P expects to resolve the CreditWatch placement or discontinue our ratings on the company once the proposed acquisition closes depending on whether any of its rated debt remains outstanding. TEGNA Inc. announced that it has entered into a definitive agreement to be acquired by an affiliate of Standard General L.P. for $24 per share in cash, which translates to a total enterprise valuation of $8.6 billion (including the assumption of $3.2 billion of its debt). S&P said, "The CreditWatch placement reflects the likelihood that we will either lower or discontinue our ratings on TEGNA after the completion of its acquisition by an affiliate of Standard General. While the financing terms of the transaction have not been disclosed, we expect the company will likely issue additional debt to finance the purchase, which will likely push its leverage above our current 4.5x downgrade threshold. Under the proposed new ownership structure, we believe there may also be a greater likelihood of future leveraging transactions, such as debt-financed dividends or additional station acquisitions. "We expect to resolve the CreditWatch placement or discontinue our ratings on TEGNA once the proposed acquisition closes. If the company's current debt remains outstanding, we could lower our rating by multiple notches given our expectation that its leverage will increase as a result of the proposed transaction. If the acquirer repays its debt at the close of the transaction, we would withdraw all of our ratings on TEGNA. We expect the transaction to close in the second half of 2022 subject to regulatory approval and a vote by TEGNA's shareholders." TPT GLOBAL: Increases Authorized Common Shares to 2.5 Billion ------------------------------------------------------------- The Board of Directors of TPT Global Tech, Inc. in accordance with the provisions of the Certificate of Incorporation, as amended, and by-laws of the Company amended the Certificate of Incorporation to increase the authorized number of common shares by one billion, which increase will then make the total authorized common shares to be two billion five hundred million with all common shares having the then existing rights powers and privileges as per the existing amended Certificate of Incorporate and Bylaws of the Company. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as echnology solutions. TPT Global Tech offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Mobile phones Cell phone Accessories and Global Roaming Cell phones. TPT Global reported a net loss attributable to the Company's shareholders of $8.07 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the company's shareholders of $14.03 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $11.77 million in total assets, $42.75 million in total liabilities, $5.03 million in total mezzanine equity, and a total stockholders' deficit of $36 million. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and has insufficient cash flows from operations to support working capital requirements. These factors raise substantial doubt about the Company's ability to continue as a going concern. TRIBUNE CO: Supreme Court Refuses to Review Trustee's Fraud Claims ------------------------------------------------------------------ Daniel Gill of Bloomberg Law reports that the U.S. Supreme Court declined to review an appeal by the Tribune Co.'s litigation trustee, who is seeking creditor payouts by suing shareholders for alleged fraud in the media company's leveraged buyout. The litigation trustee sought high court review after the U.S. Court of Appeals for the Second Circuit ruled that a board-appointed committee that conducted the $8 billion leveraged buyout in 2007 lacked the intent to mislead creditors. But the committee based its decision to go ahead with the buyout on false financial records and projections supplied by management, according to the petition filed by the litigation trustee. About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. TROIKA MEDIA: Posts $4.1 Million Net Loss in Second Quarter ----------------------------------------------------------- Troika Media Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $4.11 million on $6.99 million of net project revenues for the three months ended Dec. 31, 2021, compared to a net loss attributable to common stockholders of $623,000 on $4.45 million of net project revenues for the three months ended Dec. 31, 2020. For the six months ended Dec. 31, 2021, the Company reported a net loss attributable to common stockholders of $6.25 million on $15.34 million of net project revenues compared to a net loss attributable to common stockholders of $4.54 million on $8.58 million of net project revenues for the same period in 2020. As of Dec. 31, 2021, the Company had $36.51 million in total assets, $21.89 million in total liabilities, and $14.61 million in total stockholders' equity. The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows until fiscal year 2023. At Dec. 31, 2021, the Company had approximately $6.0 million in cash and cash equivalents and a total of $7.5 million in current assets in relation to $15.8 million in current liabilities. While the Company continues to find efficiencies with its acquisitions of Troika Design Group, Inc. and Mission Group as well as the assets of Redeeem LLC, the departure of Mission's president and founder in fiscal year 2019 together with the coronavirus (COVID-19) pandemic impacted revenue more than anticipated. "With the acquisition of Mission Group, the Company is attempting to increase Troika's footprint in major media markets, such as NY and London. The Company also continues to expand its consulting services and breadth of product offering with existing Mission and Troika clients and increased business development in NY and London as a result of the Mission acquisition. Additionally, the Company intends to add to Mission business development from Troika's existing clientele and save overhead costs through rationalized synergies," Troika said. "If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company's ability to raise additional capital will also be impacted by the outbreak of COVID-19, as well as market conditions and the price of the Company's common stock," the Company said. Based on the recent acquisitions, Company-wide consolidation, and management's plans, the Company believes that the current cash on hand of $5,982,000 and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. In addition, Management believes they can raise additional capital, if necessary, given the Company has been successful at raising funding through both equity and debt financing. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1021096/000147793222000702/trka_10q.htm About Troika Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com -- is an end-to-end brand solutions company that creates both near-term and long-term value for global brands in entertainment, sports and consumer products. Applying emerging technology, data science, and world-class creative, TMG helps brands deepen engagement with audiences and fans throughout the consumer journey and builds brand equity. Clients include Apple, Hulu, Riot Games, Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and Coca-Cola. Troika Media reported a net loss of $16 million for the year ended June 30, 2021, compared to a net loss of $14.45 million for the year ended June 30, 2020. As of Sept. 30, 2021, the Company had $42.05 million in total assets, $24.44 million in total liabilities, and $17.61 million in total stockholders' equity. TRONOX FINANCE: Moody's Rates New $400MM Secured Term Loan 'Ba2' ---------------------------------------------------------------- Moody's Investors Service assigned Ba2 rating to the new senior secured $400 million 7 year term loan of Tronox Finance LLC (Tronox). Proceeds from the notes, along with balance sheet cash, are expected to be used to prepay Tronox Incorporated's $500 million in outstanding global secured notes. The SGL-2 liquidity rating on Tronox Holdings Plc is unchanged and the rating outlook is unchanged at stable. "The financing is viewed as credit positive as it is expected to lower the company's interest costs and to extend its maturity profile," according to Joseph Princiotta, SVP and Moody's lead analyst covering Tronox. "The new term loans are being issued under the existing credit agreement and will mature in 2029, one year beyond the current outstanding term loans," Princiotta added. Assignments: Issuer: Tronox Finance LLC Gtd Senior Secured Term Loan, Assigned Ba2 (LGD2) RATINGS RATIONALE On February 11, 2022 Moody's upgraded Tronox' Corporate Family rating to Ba3 from B1 and the ratings on Tronox Finance LLC's senior secured term loan and cash flow revolver to Ba2 from Ba3. The upgrades reflect the strong performance and good progress in reducing debt by $745 million in 2021 to roughly $2.6 billion for the year ending December 31, 2021. Stronger industry prices in TiO2 pigment and the company's feedstock advantage supported EBITDA and cash flow growth in 2021, with these favorable fundamentals expected to continue in 2022. Tronox Holdings Plc's credit profile reflects the benefits from the company's market position as one of the world's largest titanium dioxide producers, industry leading vertical integration and co-product production, actual and prospective benefits from the Cristal acquisition, which provided good operating cost synergies and roughly doubled the company's pigment production capacity and scale, and good liquidity. Tronox is the most back integrated into TiO2 raw materials and the impact of rising feedstock costs will be muted relative to peers. The credit profile also reflects heavy exposure to the cyclical titanium dioxide industry, which Moody's believes is still in the early stages of a volume and pricing upcycle. Moody's has a favorable outlook for TiO2 markets and expects strong demand growth against the backdrop of modest global supply additions to underpin favorable fundamentals, at least through 2022, allowing price support or further upward pressure on prices through the year and in all major regions. Low industry inventories combined with strong product demand and production closures in China have allowed for rising TiO2 pigment prices in all major regions in 2021 and into this year. There is some uncertainty as to the status and possible restart of the closed Chinese capacity, but a restart of this capacity is not expected to upset the upcycle conditions in TiO2 pigment. The credit profile and ratings also anticipate the impact on margins, cash flow and metrics from the next downcycle in the TiO2 space, which, although inevitable, is currently not anticipated for a while give the current favorable industry conditions and outlook. Trough conditions would result in metrics outside the normal boundaries for the rating category and concerns about free cash flow in the trough. Reduced debt levels, lower costs, improved profitability, back-integration and important projects underway should allow for performance superior to the last downcycle, according to Moody's. Moreover, future benefits from the successful completion of the NewTRON and Atlas Campaspe projects should improve the company's already favorable industry cost position. The NewTRON project, expected for completion by year end 2023, focuses on the company's global digital transformation strategy and targets enhanced benefits of vertical integration, digitization and process optimization of the company's global assets. The company is targeting $100-150 per ton cost improvement from this project. The Atlas Campaspe mining project in Australia is intended to replace capacity lost by operations at the Snapper Ginkgo mine, which is reaching the end of its useful life, and is expected to provide mining capacity in natural rutile, zircon, and high-grade ilmenite suitable for synthetic rutile or slag processing or for direct use in making pigment. The company expects $300 per ton support from this project compared to high grade feedstock prices. ESG CONSIDERATIONS ESG risks and exposures are not a factor in today's rating action and are not a significant factor in the company's ratings at this time. Environmental exposure and costs for commodity companies can be meaningful, and even more so for TiO2 players. Approximately 87% of Tronox's TiO2 production use the chloride process, which is a continuous process with lower energy requirements, produces less waste and is less environmentally harmful than the sulfate-based process. In July of 2021 the company set net zero GHG emissions and zero waste to landfill targets by 2050. Tronox assumed additional environmental exposure and costs as part of the Cristal acquisition and has booked a $56 million provision for environmental costs related to the remediation of residual waste mud and sulfuric waste deposited in a former TiO2 manufacturing site operated by Cristal from 1954 to 2011. The provision is significant but related expenditures are likely to spread over many years. Social risks are moderate but potentially increasing as the ongoing hearings between the EU Commission and the industry may result in tighter regulation for TiO2, the scope of which is not yet clear as there is still debate over the carcinogenicity of TiO2. As a public company, governance issues are viewed as modest and supported by what has thus far been communication of reasonable financial policies for the ratings category. The company targets unadjusted debt-to-EBITDA leverage in the 2-3 times range, which it has achieved ahead of its original schedule. Liquidity The SGL-2 rating reflects good liquidity including $228 million cash balances and $449 million available under multiple revolving credit agreements as of December 31, 2021, including the company's primary $350 million cash flow revolver that matures in 2027. In October 2021, the company, through its South African subsidiary -- Tronox Mineral Sands Proprietary Limited -- entered into an amendment and restatement of a new credit facility with Standard Bank which provides R1 billion (approximately $63 million at December 31, 2021 exchange rate) revolver due October 2026 and R1.5 billion term loan (approximately $98 million at December 31, 2021 exchange rate) facility due November 2026. The $350 million cash flow revolver contains a springing maximum first lien leverage ratio of 4.75:1.00 which will trigger if utilization exceeds 35% (less undrawn LCs and cash collateralized LCs). The term loan and bonds do not have any financial covenants. Moody's expect Tronox to generate free cash flow in 2022. The stable outlook assumes TiO2 prices and volumes remain strong and support at least modest improvement in EBITDA and metric trends and positive free cash flow for the year, sufficient to fund and complete its projects underway. The stable outlook also assumes that the Cristal transaction continues to facilitate synergies and operational benefits and good liquidity is maintained. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Further progress towards improving the company's performance ahead of the next industry downcycle, which could include further gross debt reduction to $2.0 billion, supported by an improved cost position from successful completion of the NewTRON and Atlas Campaspe projects, could support a higher rating. An upgrade would also be considered if expectations are for positive margins and free cash flow in the next trough, continued favorable trends and realization in acquisition benefits, and confidence that the company will maintain strong available liquidity. Moody's would consider a downgrade if expectations or actual results show substantive fundamental weakening resulting in negative free cash flow anytime over the industry cycle. Moody's would also consider a downgrade if the cycle in TiO2 turns down before the company is able to complete its projects, further reduce debt, if the company fails to realize or sustain a meaningful portion of operating synergies, or if adjusted financial leverage spikes to 5.0x, or if available liquidity falls below $300 million. Tronox Holdings Plc (Tronox), re-domiciled in United Kingdom in March, 2019. Including the acquisition of Cristal, Tronox is the world's second largest producer of titanium dioxide (TiO2) and is the most backward integrated among the leading western pigment producers into the production of titanium ore feedstocks. It also co-produces zircon, pig iron and other products. The company operates nine pigment plants and eight mineral sands facilities globally. On February 23, 2021, Tronox announced that Exxaro Resources Limited ("Exxaro") offered for sale 17 million shares (about 10% of the outstanding shares of Tronox as of December 31, 2020) in a secondary offering. At around that time Tronox also issued about 7 million shares to Exxaro in exchange for Exxaro's 26% shareholding in the company's South African operating subsidiaries which hold Tronox's mining licenses. On March 1, 2021, Exxaro sold its entire share ownership in Tronox totaling about 22 million ordinary shares in an underwritten public offering. Tronox's revenues were $3.57 billion for the twelve months ended December 31, 2021. The principal methodology used in this rating was Chemical Industry published in March 2019. TRONOX HOLDINGS: S&P Assigns 'B+' ICR, Outlook Positive ------------------------------------------------------- S&P Global Ratings assigned a 'B+' issuer credit rating with a positive outlook to Tronox Holdings PLC, the parent company of Tronox Ltd. At the same time, S&P raised its issuer credit rating on Tronox Ltd. to B+/Positive/-- from B/Stable/--. S&P also raised its rating on first-lien debt issued by subsidiaries to 'BB' from 'BB-'; the recovery rating remains '1' (rounded estimate: 95%). S&P also raised its ratings on unsecured debt to 'BB-' from 'B' and with a recovery rating of '2' (rounded estimate: 80%). S&P also assigned a 'BB' issue-level rating to new proposed $400 million senior secured term loan B, with a recovery rating of '1' (rounded estimate: 95%). S&P simultaneously withdrew its issuer credit rating and outlook on Tronox Ltd. S&P's positive outlook on Tronox Holdings PLC reflects an at least one in three likelihood that credit metrics could be stronger and more sustainable than it currently anticipates. Improved credit metrics are sustainable. S&P said, "Our rating actions reflect our view that credit metrics at Tronox, a producer of titanium dioxide (Tio2) and byproduct zircon, will remain at recently strengthened levels, and potentially strengthen further. We consider the improved earnings as well as reduced debt levels to be sustainable. Our view for sustained improvement in earnings incorporate favorable demand trends for the company's products and the company's vertical integration." The company has favorable earning prospects. S&P said, "Tronox's commodity products are benefiting from strong pricing, which we expect will continue at least for the next 12 months. Favorable demand from key end markets such as housing and industrial, where the company's products are used in applications such as paints and coatings, plastics and paper contribute to this pricing environment. Currently, we do not see a threat of excess supply derailing the strong pricing for the company's products. However, we believe that in the long run, likely beyond the next 18-24 months, pricing could moderate to below-current or even 2021 levels, although we don't necessarily expect a cyclical trough in our forecast period. The company has taken steps to mitigate cyclicality in earnings, including the institution of contracts with customers. Still, we continue to view Tronox's products as cyclical commodities." Tronox has a high level of vertical integration. Tronox benefits from a high degree of vertical integration into the production of ores used to produce its key product, TiO2. This is especially beneficial when ore availability declines and ore costs for nonintegrated TiO2 producers are high, as they are now. The level of vertical integration could be less of a strength during a downturn when the fixed costs of maintaining ore mines could add to total costs. The company has a strong record of debt paydown and supportive financial policy. The company paid down a significant amount of debt in 2021, and has articulated a financial policy that supports its reduced debt levels. S&P said, "We consider this a credit positive. We don't anticipate a further meaningful reduction of debt. However, we do expect the company will undertake growth initiatives and shareholder rewards without raising debt from their current levels." S&P said, "Our base case assumes that the recently achieved improvement in credit metrics will be sustained and potentially marginally improved upon. Our base case also assumes the global economy will continue the improvement seen in 2021, relative to 2020, into 2022. We expect global demand for TiO2 to remain robust, driven by increased coatings and plastic consumption in 2022. Meanwhile, our rating continues to reflect the expectation for high volatility in the company's credit measures. In our base-case scenario, we expect credit metrics will improve, such that weighted-average S&P Global Ratings-adjusted debt to EBITDA approaches 2.5x-3x and funds from operations (FFO) to debt approaches 30%. Our positive outlook anticipates shareholder rewards from excess cash but does not account for any large debt-funded acquisitions. If the company's credit metrics improve substantially, either as a result of stronger-than-expected earnings or meaningful debt reduction, we could consider a ratings upgrade. "We could revise our outlook on Tronox to stable over the next 12 months if we expect weighted-average debt to EBITDA to approach 4x, or the ratio of FFO to total debt to approach 20%. This could occur if we believe sales and earnings will weaken because of unforeseen disruptions to the market. We could revise our outlook if such a weakening persists resulting in debt to EBITDA dropping to such levels due to revenue declines or EBITDA margin compression by more than 500 basis points (bps) to levels in the low-20% area. We could also revise the outlook to stable if the company pursues more aggressive financial policies. "For an upgrade in the next 12 months, we would expect to see a weighted-average FFO to total debt ratio above 30% on a sustainable basis after considering the potential for cyclical downturns. An improvement in margins greater than about 200 bps above our expectations could result in weighted-average leverage improving to such levels and generate sufficient earnings to account for potential volatility." ESG credit indicators: E3 S3 G3 S&P said, "Environmental, social, and governance factors are a moderately negative consideration in our credit rating analysis of Tronox. The asset-intensive nature of the company's commodity chemical and mining operations lends itself to scrutiny and regulations related to emissions, and waste and pollution. Scrutiny could increase given the recent classification of titanium dioxide as a possible carcinogen (category 2) under certain conditions, in the EU, which could result in potential constraints on demand and profitability. We view as a relative weakness management and governance factors related to the consistency of strategy over time." TWITTER INC: Moody's Rates New $1BB Senior Unsecured Notes 'Ba2' ---------------------------------------------------------------- Moody's Investors Service assigned Ba2 rating to Twitter, Inc.'s proposed $1 billion of senior unsecured notes. The new notes will be pari passu with the company's existing senior unsecured Ba2 rated notes. The company's corporate family rating and its stable rating outlook are unaffected. The company intends to use net proceeds from the debt offering for general corporate purposes, including share repurchases, capital expenditure and repayment of debt. Assignments: Issuer: Twitter, Inc. Senior Unsecured Global Notes, Assigned Ba2 (LGD4) RATINGS RATIONALE The proposed debt issuance along with Twitter's recently announced share repurchase and ASR programs are credit negative but have no immediate effect on the Ba2 CFR. The proposed issuance of $1 billion of senior unsecured notes due 2030 will increase gross leverage but Moody's anticipates that cash levels will be sustained above the company's $5 billion in pro forma debt. While the transaction further increases gross leverage above Moody's downgrade threshold of 3.5x, the company has a net cash liquidity position, with pro forma cash and short-term investments near $6.4 billion as of December 31, 2021. In addition, after year end in January, the company closed the sale of MoPub for approximately $1 billion, adding to its year end cash balance. Moody's expects free cash flow generation to be constrained by the company's continuing capital investment cycle which is targeted to drive monetizable daily active users (mDAUs) to 315 million and revenue to $7.5 billion by year end 2023. The company expects this investment cycle to yield revenue growth in the low to mid 20% growth range for 2022 over 2021, and 2022 expense growth in the mid 20% range. Moody's believes that after the investment cycle recedes in 2023 and 2024 to a normalized level on the higher revenue base, gross leverage will return to historical levels consistent with the company's Ba2 credit ratings. Meanwhile, the credit profile will be supported by the negative net leverage due to the very strong liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if management adapts more conservative financial policy and commits to sustain debt/EBITDA below 2x (Moody's adjusted), and maintaining free cash flow to debt above 25%. Conversely, the ratings could be downgraded if adjusted debt /EBITDA is sustained above 3.5x, and cash and short-term investments to debt maintained below 1x. The ratings could be downgraded if the number of daily active and monthly active users and mobile use decline. Twitter, Inc., with its headquarters in San Francisco, California, is a social networking internet based mobile and desktop platform that helps users discover and converse about what's happening in the world right now. As of December 31, 2021, Twitter had 217 million monetizable daily active users and is available in more than 40 languages around the world. The company generated approximately $5.1 billion of revenue in 2021, roughly 89% of which was generated through the company's Advertising Services segment. The principal methodology used in this rating was Business and Consumer Services published in November 2021. TWITTER INC: S&P Rates New $1BB Senior Unsecured Notes 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery ratings to the proposed $1 billion senior unsecured notes due 2030 issued by U.S. based social media platform Twitter Inc. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. The company will use the proceeds from the notes for general corporate purposes. S&P said, "The transaction has no impact on our 'BB+' issuer credit rating and stable outlook on Twitter because we still expect the company will operate with net leverage of roughly 0x over the next 12 months, which provides it with a significant cushion relative to our 1.5x downgrade threshold. Our stable outlook incorporates our expectation that Twitter will maintain a solid operating performance over the next two years, including expanding its revenue by the mid-teens-percent area and using cash to prudently invest in platform improvements and undertake talent- and capability-focused acquisitions." Issue Ratings--Recovery Analysis Key analytical factors: -- Twitter's capital structure includes $1.15 billion of convertible senior notes due 2024 (not rated), $1 billion of convertible senior notes due 2025 (not rated), $1.4 billion of convertible senior notes due 2026 (not rated), and $700 million of senior notes due 2027 (rated ' BB+'), and the proposed $1 billion senior notes due 2030 (rated BB+). -- Twitter's lenders do not benefit from subsidiary guarantees. Therefore, its unsecured notes, convertible notes. and credit facility would have pari passu unsecured claims in a default scenario. Simulated default assumptions: -- S&P's simulated default scenario contemplates a default in 2027, stemming from Twitter's inability to increase and monetize its daily active users, which would likely drive advertisers to other platforms. We assume a default or bankruptcy filing occurs because of weak economic and advertising conditions, combined with escalating research and development costs, unsuccessful acquisitions, increased competition, and lower-than-expected international subscriber growth. -- Other default assumptions include an 85% draw on the revolving credit facility and that all debt includes six months of prepetition interest. -- S&P values Twitter on a going-concern basis and apply a 6.5x EBITDA multiple to our estimate of its emergence EBITDA. S&P uses a 6.5x multiple for its digital advertising peers, including Red Ventures. Simplified waterfall: -- EBITDA at emergence: About $550 million -- EBITDA multiple: 6.5x -- Net value available to the unsecured debtholders (after 5% administrative costs): About $3.4 billion -- Estimated senior unsecured debt claims: $5.7 billion -- Recovery expectation: 50%-70% (rounded estimate: 55%) WASHINGTON PLACE: Seeks to Hire Goldberg as Bankruptcy Counsel -------------------------------------------------------------- Washington Place Indiana, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein, LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. representing the Debtors in all proceedings before the bankruptcy court and the Office of the U.S Trustee; b. reviewing, preparing and filing all necessary legal papers, reports and adversary proceedings; and c. providing all legal services required by the Debtors in connection with negotiations to restructure the claim of the Debtors' lender, and confirmation of a plan of reorganization; and The hourly rates charged by the firm for its services are as follows: Attorneys $685 per hour Associates $275 to %500 per hour The firm will also be paid a retainer in the amount of $35,000 and reimbursed for out-of-pocket expenses incurred. Kevin Nash, Esq., a partner at Goldberg, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-6700 Email: knash@gwfglaw.com About Washington Place Indiana Washington Place Indiana, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 21-43087) on Dec. 15, 2021. In its petition, Washington Place Indiana listed as much as $10 million in both assets and liabilities. David Goldwasser, restructuring officer, signed the petition. Judge Jil Mazer-Marino oversees the cases. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and David Goldwasser, a partner at FIA Capital Partners, LLC serve as the Debtors' legal counsel and chief restructuring officer, respectively. WASHINGTON PLACE: Taps David Goldwasser of FIA Capital as CRO ------------------------------------------------------------- Washington Place Indiana, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ David Goldwasser, a partner at FIA Capital Partners, LLC, as their chief restructuring officer. The Debtors require the assistance of a CRO to: a. administer the Debtors' Chapter 11 cases; b. oversee the preparation of all Chapter 11 reporting, including monthly operating reports and budgets; c. negotiate with the Debtors' lender and the lender's representative to restructure the mortgage or seek to refinance the mortgage debt through a third party lender; and d. formulate a plan of reorganization or other exit strategy. FIA Capital will be compensated for the services of the CRO as follows: a. should the firm refinance or re-cast the loan with the existing or third-party lender, the success fee is 1 percent of the total amount of the refinanced debt amount being provided to the Debtors; b. should the firm refinance with a second mortgage or subordinate financing with any party, the success fee is 2 percent of the amount of the refinanced or recast loan amount; c. should the frim arrange a joint venture, trade, sell or partially assist in the sale of the property or any portion thereof, the success fee is 3 percent of the total transaction; d. should the firm procure mezzanine debt, then the success fee for that debt is 3 percent of the total mezzanine debt procured; e. should the firm procure Equity, whether preferred or standard equity, then the success fee for that equity is 3 percent of the total equity procured. The firm will also be paid a retainer in the amount of $12,500 and reimbursed for out-of-pocket expenses. Mr. Goldwasser disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Goldwasser FIA Capital Partners, LLC 115 Broadway Suite 302 New York, NY 10006 Tel: (561) 417-3725 Fax: (866) 353-6360 About Washington Place Indiana Washington Place Indiana, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 21-43087) on Dec. 15, 2021. In its petition, Washington Place Indiana listed as much as $10 million in both assets and liabilities. David Goldwasser, restructuring officer, signed the petition. Judge Jil Mazer-Marino oversees the cases. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and David Goldwasser, a partner at FIA Capital Partners, LLC serve as the Debtors' legal counsel and chief restructuring officer, respectively. WATSONVILLE COMMUNITY: Court Okays Hospital Sale to Local Group --------------------------------------------------------------- Lauren Coleman-Lochner of Bloomberg News reports that a judge approved the sale of bankrupt Watsonville Community Hospital to a not-for-profit group that includes the California county and city where it operates. U.S. Bankruptcy Court Judge M. Elaine Hammondsaid during a brief Wednesday, Feb. 23, 2022, hearing she had no objections about the sale to the Pajaro Valley Healthcare District Project. The pressures of the pandemic added to years of losses at Watsonville, which lies in an agricultural area whose population has roots mostly in Latin America. The state approved the creation of the Pajaro Valley Healthcare District earlier this month, establishing an authority that can operate the facility. About Watsonville Community Hospital Watsonville Community Hospital -- https://watsonvillehospital.com/ -- is your community healthcare provider that offers a comprehensive portfolio of medical and surgical services to the culturally diverse tri-county area along California's Central Coast. Watsonville Community Hospital sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 21-51477) on Dec. 5, 2021. The case is handled by Honorable Judge Elaine Hammond. The Debtor's attorneys are Debra Grassgreen, Maxim Litvak and Steven Golden of Pachulski Stang Ziehl & Jones LLP. Force 10 Partners is the Debtor's financial advisor. WELDING & FABRICATION: Seeks to Hire Wernick Law as Counsel ----------------------------------------------------------- Welding & Fabrication, Inc. filed an amended application seeking approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Wernick Law, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) giving advice to the Debtor with respect to its powers and duties and the continued management of its business operations; (b) advising the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) preparing adversary proceedings and legal documents; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in negotiations with creditors in the preparation of a Chapter 11 plan. The firm's hourly rates are as follows: Aaron A. Wernick, Esq. $600 per hour Lenore Rosetto Parr, Esq. $475 per hour Paralegal $200 per hour The firm will receive a retainer in the amount of $25,000, which includes the filing fee of $1,738. Aaron Wernick, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Aaron A. Wernick, Esq. Wernick Law, PLLC 2255 Glades Road, Suite 324A Boca Raton, FL 33431. Tel: 901-525-1322 Fax: 901-525-2389 Email: awernick@wernicklaw.com About Welding & Fabrication Welding & Fabrication, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-10364) on Jan. 15, 2022, listing as much as $500,000 in both assets and liabilities. Judge Scott M Grossman oversees the case. Aaron A. Wernick, Esq., at Wernick Law, PLLC represents the Debtor as legal counsel. WESTBANK HOLDINGS: Gets OK to Hire G Rowland as Accountant ---------------------------------------------------------- Westbank Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ G Rowland CPA & Associates as accountant. The firm's services include: a. assisting the Debtors in maintaining their accounting records, preparing and seeking confirmation of a plan of reorganization, and preparing monthly operating reports; b. assisting in the preparation for the plan confirmation hearing as well as testifying at the hearing; and c. providing other accounting and financial advisory services requested by the Debtors and other professionals employed by the Debtors. The firm will be paid at the rate of $250 per hour and will be reimbursed for out-of-pocket expenses incurred. Gerry Rowland, a partner at G Rowland, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gerry R. Rowland G Rowland CPA & Associates 2082 Business Center Dr. 172 Irvine, CA 92612 Phone: +1 949-752-1040 Fax: +1 949-851-1242 Email: info@rowlandcpa.us About Westbank Holdings Westbank Holdings, LLC is a New Orleans, La.-based company primarily engaged in renting and leasing real estate properties. Westbank Holdings and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Lead Case No. 22-10082) on Jan. 27, 2022. In its petition, Westbank Holdings listed as much as $50 million in both assets and liabilities. Joshua Bruno, manager, signed the petition. Judge Meredith S. Grabill oversees the cases. Frederick L. Bunol, Esq., at The Derbes Law Firm, LLC and G Rowland CPA & Associates serve as the Debtors' legal counsel and accountant, respectively. WIG1 LLC: Seeks to Approval to Hire Nevada's Lawyers as Counsel --------------------------------------------------------------- WIG1, LLC seeks approval from the US Bankruptcy Court for the District of Nevada to hire Nevada's Lawyers as its counsel. The firm will render these services: a) advise the Debtor with respect to its powers and duties as a debtor and debtors-in-possession in the continued management and operation of its business and property; b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 case, including the legal and administrative requirements of operating in Chapter 11; c) take all necessary action to protect and preserve the bankruptcy estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the bankruptcy estate, negotiations concerning all litigation in which the Debtor may be involved, and objections to claims filed against the bankruptcy estate; d) prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; e) negotiate and prepare on the Debtor's behalf plan(s) of reorganization, disclosure statement(s), and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan(s); f) advise the Debtor in connection with any sale of assets; g) appear before this Court, any appellate courts, and the U.S. Trustee, and protect the interests of the bankruptcy estate before such courts and the U.S. Trustee; and h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. Allison R. Schmidt, Esq., lead counsel for this case, will charge $300 per hour for her services. The firm was paid a retainer of $9,000 of which $4,223 remains. As disclosed in the court filing, Nevada's Lawyers is a 'disinterested persons" as such term is defined in Section 101(14); and does not hold or represent any interest adverse to Debtor or Debtor's bankruptcy estate. The firm can be reached through: Allison R. Schmidt, Esq. NEVADA'S LAWYERS 7250 S. Durango Drive, Suite 130-A295 Las Vegas, NV 89113 Phone: (702) 900-9040 Email: allison@nevadaslawyers.com About WIG1, LLC WIG1, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-10069) on Jan. 12, 2022, listing $500,001 to $1 million in both assets and liabilities. Judge Mike K Nakagawa presides over the case. Allison R. Schmidt, Esq at Ghidotti Berger LLP serves as the Debtor's counsel. ZOHAR FUNDS: Court Cuts Claims Amid Secrecy Dispute in Chapter 11 ----------------------------------------------------------------- Jeff Montgomery of Law360 reports that a Delaware bankruptcy judge pruned on Tuesday, February 22, 2022, a reported $873 million in claims filed by interests of distressed debt mogul Lynn Tilton's "Patriarch" entities against bankrupt Zohar funds and related parties, citing potential violations of mediation confidentiality rules. Judge Karen B. Owens, ruling from the bench during a videoconference hearing, pointed to "explicitly and consistently acknowledged" links between claims filed by Tilton parties and mediated talks between the Zohar funds and Tilton, including confidential global settlement discussions. "The Patriarch stakeholders have not carried the heavy burden necessary to obtain an exception to our local rules" calling for absolute confidentiality of mediation. About the Zohar Funds New York-based Patriarch Partners, LLC, is a private equity firm specializing in acquisition, buyouts, and turnaround investment in distressed American companies and brands. Patriarch Partners was founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates held substantial equity stakes in portfolio companies, which include iconic American manufacturing companies with tens of thousands of employees. The Zohar funds were created to raise money through selling a form of notes called collateralized loan obligations to investors that was then used to extend loans to dozens of distressed mid-size companies, often in connection with the acquisition of those companies out of bankruptcy. Patriarch bought "distressed" companies via funding from a series of collateralized loan obligations (CLOs) marketed through Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the funds into bankruptcy in 2018 in an attempt to keep Patriarch's portfolio from being liquidated by Zohar creditors including bond insurer MBIA, which insured $1 billion worth of Zohar notes. Combined debt of the funds is estimated at $1.7 billion. Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [^] BOOK REVIEW: Transnational Mergers and Acquisitions ------------------------------------------------------- Author: Sarkis J. Khoury Publisher: Beard Books Softcover: 292 pages List Price: $34.95 Order your personal copy today at http://is.gd/hl7cni Transnational Mergers and Acquisitions in the United States will appeal to a wide range of readers. Dr. Khoury's analysis is valuable for managers involved in transnational acquisitions, whether they are acquiring companies or being acquired themselves. At the same time, he provides a comprehensive and large-scale look at the industrial sector of the U.S. economy that proves very useful for policy makers even today. With its nearly 100 tables of data and numerous examples, Khoury provides a wealth of information for business historians and researchers as well. Until the late 1960s, we Americans were confident (some might say smug) in our belief that U.S. direct investment abroad would continue to grow as it had in the 1950s and 1960s, and that we would dominate the other large world economies in foreign investment for some time to come. And then came the 1970s, U.S. investment abroad stood at $78 billion, in contrast to only $13 billion in foreign investment in the U.S. In 1978, however, only eight years later, foreign investment in the U.S. had skyrocketed to nearly #41 billion, about half of it in acquisition of U.S. firms. Foreign acquisitions of U.S. companies grew from 20 in 1970 to 188 in 1978. The tables had turned an Americans were worried. Acquisitions in the banking and insurance sectors were increasing sharply, which in particular alarmed many analysts. Thus, when it was first published in 1980, this book met a growing need for analytical and empirical data on this rapidly increasing flow of foreign investment money into the U.S., much of it in acquisitions. Khoury answers many of the questions arising from the situation as it stood in 1980, many of which are applicable today: What are the motives for transnational acquisitions? How do foreign firms plans, evaluate, and negotiate mergers in the U.S.? What are the effects of these acquisitions on competition, money and capital markets; relative technological position; balance of payments and economic policy in the U.S.? To begin to answer these questions, Khoury researched foreign investment in the U.S. from 1790 to 1979. His historical review includes foreign firms' industry preferences, choice of location in the U.S., and methods for penetrating the U.S. market. He notes the importance of foreign investment to growth in the U.S., particularly until the early 20th century, and that prior to the 1970s, foreign investment had grown steadily throughout U.S. history, with lapses during and after the world wars. Khoury found that rates of return to foreign companies were not excessive. He determined that the effect on the U.S. economy was generally positive and concluded that restricting the inflow of direct and indirect foreign investment would hinder U.S. economic growth both in the short term and long term. Further, he found no compelling reason to restrict the activities of multinational corporations in the U.S. from a policy perspective. Khoury's research broke new ground and provided input for economic policy at just the right time. Sarkis J. Khoury is a Professor of Finance at the University of California, Riverside. He holds a Ph.D. in International Finance from Wharton. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***