/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220325.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, March 25, 2022, Vol. 26, No. 83 Headlines 100 ORCHARD ST: Ends In Chapter 11 Bankruptcy Filing 1325 ATLANTIC: Seeks to Hire Klestadt as Bankruptcy Counsel 1325 ATLANTIC: Taps Levine & Associates as Litigation Counsel 84 LUMBER: Moody's Upgrades CFR to Ba2 & Alters Outlook to Stable A.G. DILLARD: Committee Seeks to Hire Kutak Rock as Legal Counsel ADVANCE PAIN: Unsecureds to be Paid in Full in Stockholder's Plan ADVAXIS INC: Incurs $365K Net Loss in First Quarter AGUILA INC: Committee Taps Grassi & Co. as Financial Advisor AINOS INC: Board OKs $800K Non-Convertible Note for Ainos KY AINOS INC: Board OKs Employment Contracts With Three Execs ALTA CUCINA 2: Unsecureds to be Paid in Full via Monthly Payments ANDOVER SENIOR: Seeks to Hire Mark J. Lazzo as Legal Counsel ARMATA PHARMACEUTICALS: Incurs $23.2 Million Net Loss in 2021 AUTOMATED RECOVERY: Case Summary & 20 Largest Unsecured Creditors BENNING MCLEAN: Files for Bankruptcy in Virginia BIOLASE INC: Incurs $16.2 Million Net Loss in 2021 BLD REALTY: Case Summary & 12 Unsecured Creditors BOTS INC: Posts $34K Net Loss in Quarter Ended Jan. 31 BOY SCOUTS OF AMERICA: Majority of Claims Worthless Outside Ch.11 BUYK CORP: Court Okays Quick Chapter 11 Inventory Sales CHINOS INTERMEDIATE: S&P Upgrades ICR to 'B', Outlook Stable CLINIGENCE HOLDINGS: Stockholders Approve Nutex Merger CLUB AT MEXICO: Seeks to Hire Jennis Morse Etlinger as Counsel COTTAGE GROVE: Case Summary & Nine Unsecured Creditors DERBY MOBILE: Case Summary & One Unsecured Creditor DIFFUSION PHARMACEUTICALS: Amends Bylaws to Set Quorum Requirements DIFFUSION PHARMACEUTICALS: Incurs $24.1 Million Net Loss in 2021 DIFFUSION PHARMACEUTICALS: Issues 10K Preferred Shares to 2 Execs DIOCESE OF CAMDEN: Gets Court Okay to Seek $90-Mil. Plan Votes ELITE HOME: Case Summary & 20 Largest Unsecured Creditors EMBECTA CORP: S&P Assigns 'B+' Rating on New Senior Secured Notes EVEREST REAL ESTATE: Unsecured Creditors Will Get 53% of Claims EYE INNOVATIONS: Seeks to Hire McDowell Law as Bankruptcy Counsel FINBOMB SUSHI: Seeks to Hire Downey Brand as Legal Counsel FOOTPRINT POWER: Case Summary & 30 Largest Unsecured Creditors FOOTPRINT POWER: Seeks Chapter 11 With Toggle Plan FORE MACHINE: Seeks to Hire Alvarez & Marsal as Financial Advisor FOREST CITY REALTY: S&P Affirms 'B+' ICR on Performance Rebound GAMESTOP CORP: Incurs $381.3 Million Net Loss in Fiscal 2021 GENOCEA BIOSCIENCES: Incurs $33.2 Million Net Loss in 2021 GENOCEA BIOSCIENCES: Registers Add'l 2.3M Shares Under 2014 Plan GEROU PROPERTIES: No Significant Care Complaints, PCO Report Says HAH GROUP: Moody's Rates $205MM Incremental First Lien Loan 'B1' HAH GROUP: S&P Rates New Incremental First-Lien Term Loan 'B-' HBL SNF: Seeks to Hire Michelman & Robinson as Litigation Counsel HELLO LIVING: Unsecureds to be Paid in Full with Interest in Plan HERC HOLDINGS: Moody's Alters Outlook on 'Ba3' CFR to Positive HH ACQUISITION: MJG Represents Noteholders Group HOUGHTON MIFFLIN: Fitch Lowers LongTerm IDR to 'B', Outlook Stable HOUGHTON MIFFLIN: S&P Downgrades ICR to 'B-' on Higher Leverage HUMANIGEN INC: Dale Chappell Reports 19.4% Equity Stake HURLEY MEDICAL: Moody's Alters Outlook on Ba1 Rating to Positive HYSTER-YALE GROUP: Moody's Alters Outlook on 'B2' CFR to Negative INGRAM MICRO: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable INPIXON: Incurs $70.1 Million Net Loss in 2021 INSPIREMD INC: Series B Warrants Delisted From Nasdaq J AND M SUPPLY: Taps Richard P. Cook as Bankruptcy Counsel JAGUAR HEALTH: Amends Bylaws to Reduce Quorum Requirements JOHNSON & JOHNSON: Gets Court Clearance to Use Bankruptcy Strategy KISSIMME CONDOS: Seeks Chapter 11 Bankruptcy Protection KOSMOS ENERGY: Amends Bylaws to Set Election Voting Standards KUEHG CORP: Moody's Upgrades CFR to B3 & First Lien Debt to B2 LANAI LAND: Files Emergency Bid to Use Cash Collateral LATHAN EQUIPMENT: Seeks to Hire Trevett Cristo as Legal Counsel LCN PARTNERS: Wins Interim Cash Collateral Access Thru April 6 LEAR CAPITAL: Seeks Approval to Hire Morris James as Local Counsel LEAR CAPITAL: Seeks Approval to Hire Shulman as Bankruptcy Counsel LEAR CAPITAL: Taps Mitchell Silberberg & Knupp as Special Counsel LEAR CAPITAL: Taps Paladin Management as Financial Advisor LEARNING CARE: Moody's Upgrades CFR to B3 & First Lien Debt to B2 LIBERTY POWER: Gets OK to Hire Monticello Consulting as Advisor LIMETREE BAY: Ch. 11 Case Should End Now, Say Creditors' Committee LINDEN CAB: Taps Law Offices of Alla Kachan as Bankruptcy Counsel LIONS GATE: S&P Alters Outlook to Stable, Affirms 'B' ICR LSL GRIFFIN: Seeks to Hire Hulien & Company LLC as Accountant LSL GRIFFIN: Seeks to Hire James Creighton as Special Counsel LSL GRIFFIN: Seeks to Hire Raskin & Berman as Bankruptcy Counsel MASHANTUCKET (WESTERN): S&P Lowers Term Loan B Rating to 'D' METROHAVANA TOWN: U.S. Trustee Unable to Appoint Committee MUSCLE MAKER: Incurs $8.2 Million Net Loss in 2021 NEW CONSTELLIS: Moody's Lowers CFR & First Lien Term Loan to Caa1 NEWSTREAM HOTEL: Seeks Court Approval to Hire Interest Rate Expert NEXTPLAY TECHNOLOGIES: Partners With Payments Provider TruCash OMNIQ CORP: Awarded $3.5 Million Service Project OU MEDICINE: Moody's Cuts Revenue Bond Rating to Ba2, Outlook Neg. PRIME ECO: Seeks to Hire Edgardo E. Colon as Special Counsel PUERTO RICO: Teachers Groups Say Changes in Pension Go Too Far PULMATRIX INC: Regains Compliance With Nasdaq Listing Requirements PURDUE PHARMA: Court Freezes Opioid Suit Again Amid Ch.11 Appeal QHC FACILITIES: Court Approves Nursing Home Sale to Cedar Health QUANTUM CORP: Launches Rights Offering RENAISSANCE CAPITAL: Seeks to Hire Jones & Walden as Legal Counsel RESHAPE LIFESCIENCES: To Release Year End Results on March 28 RIOT BLOCKCHAIN: Incurs $7.9 Million Net Loss in 2021 S.K. MANAGEMENT: Case Summary & One Unsecured Creditor SCUNGIO BORST: Seeks to Hire Karalis PC as Bankruptcy Counsel SHASTHRA USA: Wins Access to SBA Cash Collateral on Final Basis SOUTH SIDE CONVENIENT: Files for Chapter 11 Bankruptcy SRAK CORPORATION: Unsecureds to Get $1.2K per Month for 60 Months SRAMPICKAL DEVELOPERS: Seeks to Employ Antheil as Special Counsel SS&C TECHNOLOGIES: Moody's Affirms 'Ba3' CFR Amid Blue Prism Deal SS&C TECHNOLOGIES: S&P Affirms 'BB' ICR, Outlook Stable ST. JOHNS PROFESSIONAL: Taps Bryan Mickler as Bankruptcy Attorney STOHO ENTERPRISES: Case Summary & 16 Unsecured Creditors STRATEGIC IQ: Seeks to Hire Robert Bassel as Bankruptcy Attorney TD HOLDINGS: Incurs $940K Net Loss in 2021 TEXOMA AUTO: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel TG TURNKEY: Bid to Use Cash Collateral Denied TONARCH 1: Files Emergency Bid to Use Cash Collateral TRIUMPH GROUP: Purchase Rights Delisted From NYSE ULTRA PETROLEUM: Clash Between FERC and Bankruptcy Courts Resolved ZOHAR FUNDS: Lynn Tilton Accused of Balking Ch.11 Complaint Cleanup [*] SierraConstellation Partners Hires Three New Team Members [^] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace ********* 100 ORCHARD ST: Ends In Chapter 11 Bankruptcy Filing ---------------------------------------------------- 100 Orchard St. LLC filed for bankruptcy protection in New York. The Debtor operates a 22-room boutique hotel known as the "Blue Moon Hotel", located in the lower east side of Manhattan, at 100 Orchard Street. The Hotel is a historical building built in 1879. Beginning in or about 2002, the Debtor redesigned the five-story tenement and restored the building to function as a stately eight-story hotel. It was a five-year art preservation and design project that received an award by National Geographic, acknowledged by the Historic Districts Council, and written up in 50 major articles. The Hotel was instrumental in revitalizing commerce south of Delancey Street. The Hotel is currently managed by an affiliate, Blue Moon Hotel NY Limited LLC, which is owned by the Debtor's principal, Randy Settenbrino. The Debtor disclosed $25.34 million in total assets against $11.17 million in liabilities. It says its hotel property in 100 Orchard Street, New York, is worth $21 million. According to the court filing, 100 Orchard has 14 unsecured creditors, including Jurny Inc., NYC Department of Buildings, and Precision Elevator. Its petition states that funds will be available to unsecured creditors. About 100 Orchard 100 Orchard St. LLC -- https://www.bluemoon-nyc.com/ -- doing business as Blue Moon Hotel in New York. It operates in the rooming and boarding Houses industry. 100 Orchard St. LLC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 22-10358) on March 23, 2022. In the petition filed by Randy Settenbrino, resident/managing member, 100 Orchard St. LLC listed estimated total assets of $25,341,713 and total liabilities of $11,166,747. The case is assigned to Honorable Judge David S. Jones. Scott S. Markowitz, Esq., of TARTER KRINSKY & DROGIN LLP, is the Debtor's counsel. 1325 ATLANTIC: Seeks to Hire Klestadt as Bankruptcy Counsel ----------------------------------------------------------- 1325 Atlantic Realty, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Klestadt Winters Jureller Southard & Stevens, LLP as its bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to its rights, powers and duties in the continued management and operation of its business and assets; b. attending meetings and negotiating with representatives of creditors and other concerned parties, and advising he Debtor on the conduct of the case, including all of the legal and administrative requirements of operating under Chapter 11; c. taking all necessary actions to protect and preserve the Debtor's estate, including prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the estate, negotiations concerning litigation in which the Debtor may be involved and objections to claims filed against the estate; d. preparing legal papers; e. assisting the Debtor in its analysis and negotiations with any third party concerning matters related to the realization by creditors of a recovery on claims and other means of realizing value; f. representing the Debtor at all hearings and other proceedings; g. assisting the Debtor in its analysis of matters relating to its legal rights and obligations with respect to various agreements and applicable laws; h. reviewing and analyzing all applications, orders, statements and bankruptcy schedules filed with the court and advising the Debtor as to their propriety; i. assisting the Debtor with regard to its communications to the general creditor body concerning any proposed Chapter 11 plan or other significant matters; j. assisting the Debtor with respect to consideration by the court of any disclosure statement or plan filed, and taking any necessary action to obtain confirmation of such plan; k. performing other necessary legal services for the Debtor. The hourly rates charged by the firm's attorneys and paralegals are as follows: Partners $595 to $825 per hour Associates $425 to $475 per hour Paralegals $195 per hour The firm received a retainer deposit of $75,000. Tracy Klestadt, Esq., a partner at Klestadt, disclosed in a court filing that her firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tracy L. Klestadt, Esq. Christopher Reilly, Esq. Klestadt Winters Jureller Southard & Stevens, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: tklestadt@klestadt.com creilly@klestadt.com About 1325 Atlantic Realty 1325 Atlantic Realty, LLC, a company in Lakewood, N.J., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40277) on Feb. 16, 2022, listing up to $50 million in assets and up to $10 million in liabilities. Esther Green, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. Klestadt Winters Jureller Southard & Stevens, LLP and Levine & Associates, P.C. serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. 1325 ATLANTIC: Taps Levine & Associates as Litigation Counsel ------------------------------------------------------------- 1325 Atlantic Realty, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Levine & Associates, P.C. as its special litigation counsel. The Debtor requires legal assistance in the following pre-bankruptcy litigations: (i) 1325 Atlantic Realty LLC v. Brooklyn Hospitality Group LLC; Lazar Waldman; and Sands Capital LLC (Supreme Court of the State of New York, Kings County, Index No. 524178/2021); and (ii) Tristate Fencing Corp., d/b/a Rock Brokerage v. 1325 Atlantic Realty LLC, Brooklyn Hospitality LLC, LW Developers Corp. (Supreme Court of the State of New York, Kings County, Index No. 500831/2022). Michael Levine, Esq., the firm's attorney who will be handling the cases, charges an hourly fee of $750. His firm received a retainer in the amount of $25,000. Mr. Levine disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Levine, Esq. Levine & Associates, P.C. 15 Barclay Rd Scarsdale, NY 10583 Phone: +1 914-600-4288 About 1325 Atlantic Realty 1325 Atlantic Realty, LLC, a company in Lakewood, N.J., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40277) on Feb. 16, 2022, listing up to $50 million in assets and up to $10 million in liabilities. Esther Green, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. Klestadt Winters Jureller Southard & Stevens, LLP and Levine & Associates, P.C. serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. 84 LUMBER: Moody's Upgrades CFR to Ba2 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service upgraded 84 Lumber Company's Corporate Family Rating to Ba2 from B1 and Probability of Default Rating to Ba2-PD from B1-PD. Moody's also upgraded the ratings on 84 Lumber's senior secured term loan maturing 2026 to Ba3 from B2. The outlook is changed to stable from positive. The upgrade of 84 Lumber's CFR to Ba2 from B1 reflects Moody's expectation that 84 Lumber will continue to perform well, generating solid margins and cash flow. Moody's forecasts good operating performance, with EBITDA margin sustained in the range of 9% -11% through 2023. Good profitability will translate into low leverage, remaining at 1.0x through 2023. The ability to generate free cash flow prior to discretionary dividends further supports the rating upgrade. The change in rating outlook to stable from positive reflects Moody's expectation that 84 Lumber will continue to benefit from ongoing demand in the US residential construction market, the main driver of 84 Lumber's revenue. A good liquidity profile and conservative financial policies evidenced by low leverage further support the stable outlook. The following ratings are affected by the action: Upgrades: Issuer: 84 Lumber Company Corporate Family Rating, Upgraded to Ba2 from B1 Probability of Default Rating, Upgraded to Ba2-PD from B1-PD Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD5) from B2 (LGD5) Outlook Actions: Issuer: 84 Lumber Company Outlook, Changed To Stable From Positive RATINGS RATIONALE 84 Lumber's Ba2 CFR reflects Moody's expectation that 84 Lumber will benefit from end market dynamics that support growth. Moody's projects 1.67 million new housing starts in 2022 and increasing to 1.71 million in 2023, representing an 8.2% increase from 1.58 million in 2021. Although Moody's expect good growth prospects over the next two years, new home construction is very cyclical and is the greatest challenge facing 84 Lumber. This cyclicality dictates that 84 Lumber maintain low leverage in order to contend with the inevitable downturn. However, Moody's also expects Mrs. Margaret Hardy-Knox, President and owner of 84 Lumber, will continue to draw meaningful annual dividends. This capital could otherwise be used to enhance liquidity or reinvest in the business. Additionally, Moody's believes that significant operating margin expansion beyond Moody's projections will be difficult to achieve due to strong competition. 84 Lumber's product mix is reliant on commodity-like products such as plywood and lumber, which are easily available from other distributors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would be predicated on ongoing conservative financial policies, new home construction remaining supportive of organic growth and adjusted debt-to-EBITDA sustained around 2.0x while improving liquidity by generating material free cash flow after dividends. A downgrade could occur should 84 Lumber adopt a more aggressive financial strategy, particularly with respect to dividends, or experience a weakening of liquidity. Negative rating pressure would also likely result from debt-to-EBITDA sustained above 3.25x, reduction in margins or a material contraction in end markets. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. 84 Lumber Company, headquartered in Eighty Four, Pennsylvania, is a national distributor of lumber and building materials and provides construction services primarily for new residential construction. Trusts for the benefit of Mrs. Margaret Hardy-Knox are the beneficial owners, controlling nearly 95% of 84 Lumber. A.G. DILLARD: Committee Seeks to Hire Kutak Rock as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of A.G. Dillard, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Kutak Rock, LLP as its legal counsel. The firm's services include: a. advising the committee of its powers and duties with regard to the Debtor's Chapter 11 case; b. advising and consulting on issues raised during the pendency of the case; c. taking all necessary actions, including negotiations and the preparation of legal papers; and d. performing all other necessary legal services for the committee. The hourly rates charged by the firm's attorneys and paralegals are as follows: Peter J. Barrett, Partner $615 Jeremy S. Williams, Partner $550 Adolyn C. Wyatt, Associate $375 Lynda M. Wood, Paralegal $195 Charisse C. Matthews, Paralegal $180 Amanda Nugent, Paralegal $160 As disclosed in court filings, Kutak Rock is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter J. Barrett, Esq. Jeremy S. Williams, Esq. Kutak Rock, LLP 901 East Byrd Street, Suite 1000 Richmond, VA 23219-4071 Tel: (804) 644-1700 Fax: (804) 783-6192 Email: peter.barrett@kutakrock.com jeremy.williams@kutakrock.com About A.G. Dillard About A.G. Dillard 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, listing up to $50 million in both assets and liabilities. Alan G. Dillard, III, president, signed the petition. Judge Rebecca B. Connelly oversees the case. The Debtor tapped Robert S. Westermann, Esq., at Hirschler Fleischer, PC as bankruptcy counsel; Michie, Hamlett, Lowry, Rasmussen & Tweel, PLLC as special counsel; RJ Reuter, LLC as financial advisor; and Shelton & Company, CPAs, PC as accountant. Blue Ridge Bank, as lender, is represented by Williams Mullen. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors in the Debtor's case on Feb. 23, 2022. The committee is represented by Kutak Rock, LLP. ADVANCE PAIN: Unsecureds to be Paid in Full in Stockholder's Plan ----------------------------------------------------------------- Renier Mendez de Guzman, one of the stockholder of Debtors Advance Pain Management and Rehabilitation Institute Inc. and JG & RM Realty Inc., submitted a Disclosure Statement describing the Competing Reorganization Plan for the Consolidated Debtors dated March 21, 2022. JG & RM Realty is a corporation which is the owner of certain real estate, which is available for rent. The real property owned by this corporation is described in the Property Registry. The properties are encumbered mortgage notes due to Banco Popular de Puerto Rico ("BPPR"). Renier Mendez de Guzman (the "Plan Proponent") is one of two debtors' stockholder and also a personal guarantor on the debtor main and most significant obligations with secured creditor Banco Popular de Puerto Rico ("BPPR"). Fearing the impairment of the cash flow structure of the Debtors now consolidated, and its effects on the services rendered to patients, Debtors determined that it would be in the best interest of companies and its creditors to file for relief under the provisions of Chapter 11 of the Bankruptcy Code. A petition was filed on behalf of the debtors on July 11, 2019. The Administrative expenses are to be paid in cash and in full as soon as practicable or agreed with the creditor on the later of (a) the Effective Date or (b) the date any such claim becomes an allowed Administrative Claim. Secured claims are classified in Class 1 and comprise the amount dues to Banco Popular de Puerto Rico ("BPPR"). This creditor filed Proof of Claim No. 3 in the amount of $374,272.31 and Proof of Claim No. 4 in the amount of $1,070,268.25, classifying the amounts due as secured claims. BPPR's claims are secured with mortgage notes encumbering three commercial properties of one Debtor, and which are located at the Municipality of Bayamon. These properties are identified in the Puerto Rico Property Registry as Land no. 6,835; Land No. 6,204 and Land no. 6,939. The recorded title owner of these properties is JG & RM REALTY INC. In addition, the shareholders of the consolidated Debtors appear as co-guarantor in the loan documents together with other individuals. The business endeavors and transactions of the Debtors are being conducted from these commercial properties. In relation with general unsecured creditors also classified in Class 2, the aggregate pending due amounts for all unsecured claims, excluding the amount owed to BPPR for any deficiency over the discount payment fixed in Class 1, is for the total of $3,422.00. The aggregate dividend to Class 2 has been fixed in the amount of $3,422.00 through a lump sum at the effective date if payment has not been made before such date. Therefore, by virtue of the Joint Stipulation with BPPR, all unsecured claims will be paid in full. Any amounts owed to BPPR over the Discounted Payment amount fixed in Class 1, will be considered part of the general unsecured Class 2. Although BPPR will not receive any distributions under such class, it will retain is right to vote for the unsecured amount within Class 2. Equity security and interest holders are classified in Class 3. This class will not receive any cash dividend throughout this competing plan but will retain their interest in the reorganized debtors. The Competing Plan will be implemented as required under §1123(a) (5) of the Code through the consummation of the approved Joint Stipulation with BPPR. The discount payment shall be carried out through an exit financing or through direct contribution or disbursement by the Debtors' principals and stockholders. To this date, the Debtors' have obtained a commitment letter by Consultum Financial, LLC for an exit financing which will provide the funds for the consummation of the Joint Stipulation with BPPR. Further, the Debtors' principals and stockholders will provide any additional funds and/or guarantee as it may be required to consummate the Joint Stipulation with BPPR on or before March 31, 2022. Further, the two intended exit financing available for closing, each required for the principal and stockholders of the debtors to achieve an out of court settlement of pending claims in their personal capacities with a formal partner and which relates with the credit facilities of BPPR and which are pending at the State Court in the civil case BY2019CV06546. Such an agreement which was a requirement of the intended exit financings, was achieved and executed this last March 16, 2022. A full-text copy of the Disclosure Statement dated March 21, 2022, is available at https://bit.ly/3JFxY7s from PacerMonitor.com at no charge. About Advance Pain Management and Rehabilitation Institute Advance Pain Management and Rehabilitation Institute, Inc. owns and operates ambulatory health care facilities. On July 7, 2019, Advance Pain Management and Rehabilitation Institute and JG & RM Realty, Inc. filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Lead Case No. 19-03941). At the time of the filing, Advance Pain Management and Rehabilitation disclosed total assets of $69,818 and total liabilities of $122,108 while JG & RM disclosed total assets of $1,291,294 and total liabilities of $1,749,258. Judge Enrique S. Lamoutte Inclan oversees the cases. Debtors have tapped Isabel M. Fullana, Esq., at Garcia-Arregui & Fullana, PSC, as their legal counsel and Tamarez CPA, LLC as their accountant. ADVAXIS INC: Incurs $365K Net Loss in First Quarter --------------------------------------------------- Advaxis, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $365,000 on zero revenue for the three months ended Jan. 31, 2022, compared to a net loss of $3.98 million on $1.62 million of revenue for the three months ended Jan. 31, 2021. As of Jan. 31, 2022, the Company had $46.50 million in total assets, $3.72 million in total liabilities, $4.23 million in series D convertible preferred stock, and $38.55 million in total stockholders' equity. Advaxis stated, "Similar to other development stage biotechnology companies, the Company's products that are being developed have not generated significant revenue. As a result, the Company has suffered recurring losses and requires significant cash resources to execute its business plans. These losses are expected to continue for the foreseeable future. "As of January 31, 2022, the Company had approximately $36.5 million in cash and cash equivalents. Although the Company expects to have sufficient capital to fund its obligations, as they become due, in the ordinary course of business until at least one year from the issuance of these consolidated financial statements, the actual amount of cash that it will need to operate is subject to many factors. "The Company recognizes it will need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to further scale back its operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001100397/000149315222007099/form10-q.htm About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $17.86 million for the year ended Oct. 31, 2021, a net loss of $26.47 million for the year ended Oct. 31, 2020, a net loss of $16.61 million for the year ended Oct. 31, 2019, and a net loss of $66.51 million for the year ended Oct. 31, 2018. AGUILA INC: Committee Taps Grassi & Co. as Financial Advisor ------------------------------------------------------------ The official committee of unsecured creditors of Aguila, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Grassi & Co., CPAs, P.C. as its financial advisor. The firm's services include: a. assisting the committee in its evaluation of the Debtor's post-petition cash flow and other projections and budgets prepared by the Debtor; b. monitoring the Debtor's activities regarding cash expenditures subsequent to the filing of the Chapter 11 petition; c. assisting the committee in its review of monthly operating reports submitted by the Debtor; d. managing or assisting in any investigation into the pre-bankruptcy acts, conduct, transfers of property or funds, liabilities and financial condition of the Debtor and its management or creditors; e. providing financial analyses related to the use of cash collateral or funding in any proposed financing; f. analyzing transactions with vendors, insiders and related or affiliated entities prior and subsequent to the date of the filing of the petition; g. assisting the committee or its legal counsel in any litigation proceedings against insiders and other potential adversaries; h. assisting the committee in its review of the financial aspects of any proposed plan of reorganization or liquidation; i. attending meetings, telephone conferences, and interviews with representatives of the committee and other parties, and preparing presentations to the committee that provide analyses and updates on diligence performed; j. documenting and understanding issues and concerns related to substantiating the appropriateness of an activity; k. collecting necessary documents and files; l. issuing oral or written reports based on the findings upon request; m. reviewing and analyzing available documents to identify the appropriateness of an activity; and n. performing other necessary financial advisory services for the committee. The hourly rates charged by the firm for its services are as follows: Partner $600 Director and Senior Manager $400 Manager $325 Senior Associate $250 Associate $200 Intern $130 As disclosed in court filings, Grassi & Co. is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: James O'Brien Grassi & Co., CPAs, P.C. 488 Madison Avenue, 21st Floor New York, NY 10022 Phone: 212-661-6166 Fax: 212-755-6748 Email: jobrien@grassicpas.com About Aguila Inc. Aguila Inc., a nonprofit homeless services organization in New York, filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21- 11776) on Oct. 15, 2021, listing as much as $10 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Debtor tapped Robert Leslie Rattet, Esq., at Davidoff Hutcher & Citron, LLP as legal counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Dec. 14, 2021. Cullen and Dykman, LLP and Grassi & Co., CPAs, P.C. serve as the committee's legal counsel and financial advisor. AINOS INC: Board OKs $800K Non-Convertible Note for Ainos KY ------------------------------------------------------------ The Board of Directors of Ainos, Inc., a Texas corporation, approved a Non-Convertible Note dated March 4, 2022, in favor of Ainos, Inc., a Cayman Islands corporation ("Ainos KY"), with a principal amount of $800,000, interest of 1.85% per annum on unpaid principal and accrued interest, and a maturity date of Feb. 28, 2023. The terms of the Note were reviewed by the Company's Audit Committee which recommended that the Board ratify approve the Note transaction. The proceeds from the Note are expected to be used for working capital. The Note includes standard provisions for notice, default, and remedies for default. Notwithstanding the foregoing, the entire unpaid principal sum of the Note will become immediately due and payable upon the occurrence of certain customary events. In addition, the Company and Ainos KY executed a Promissory Note Extension Agreement dated March 17, 2022. Pursuant to the Note Extension Agreement, the due dates for certain Convertible Notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY were extended to Feb. 28, 2023. As of Dec. 31, 2021 the total unpaid principal amount of $3,000,000 along with $9,507 in accrued interest were owed and outstanding to Ainos KY. About Ainos Ainos, Inc., formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is a Texas corporation incorporated in 1984. Amarillo reported a net loss of $1.45 million for the year ended Dec. 31, 2020, compared to a net loss of $1.58 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $19.99 million in total assets, $2.86 million in total liabilities, and $17.14 million in total stockholders' equity. Houston, Texas-based PWR CPA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2021 raise substantial doubt about its ability to continue as a going concern. AINOS INC: Board OKs Employment Contracts With Three Execs ---------------------------------------------------------- The Board of Directors of Ainos, Inc. approved the following employment agreements dated and effective March 17, 2022: * Chun-Hsien Tsai as chief executive officer The Tsai Agreement stipulates a basic monthly salary of NT $247,600 (New Taiwan Dollars) and $2,400 NT meal allowance. The Tsai Agreement also includes certain incentive compensation including a [target] year-end bonus equal to two months of the Mr. Tsai's base monthly salary, a variable reward target of 10% to 100% of the annual salary based on the Company's profitability and Mr. Tsai's work performance, and a grant of 5,000,000 units of Restricted Stock Units, to be made subject to and upon shareholder approval of the Company's 2021 Stock Incentive Plan with a vesting date of Sept. 30, 2022. * Hui-Lan Wu (aka Celia Wu) as chief financial officer The Wu Agreement stipulates a basic monthly salary of NT $227,600 (New Taiwan Dollars) and $2,400 NT meal allowance. The Wu Agreement also includes certain incentive compensation including a [target] year-end bonus equal to two months of Ms. Wu's base monthly salary, a variable reward target of 10% to 100% of the annual salary based on the Company's profitability and Ms. Wu's work performance, and a grant of 2,000,000 units of Restricted Stock Units, to be made subject to and upon shareholder approval of the 2021 Plan with a vesting date of Sept. 30, 2022. * Chih-Heng Jack Lu as director of corporate development and corporate secretary The Lu Agreement stipulates a basic monthly salary of NT $177,600 (New Taiwan Dollars) and $2,400 NT meal allowance. The Lu Agreement also includes certain incentive compensation including a [target] year-end bonus equal to two months of Mr. Lu's basic monthly salary, a variable reward target of 10% to 100% of the annual salary based on the Company's profitability and Mr. Lu's work performance, and a grant of 1,000,000 units of Restricted Stock Units, to be made subject to and upon shareholder approval of the 2021 Plan with a vesting date of Sept. 30, 2022. About Ainos Ainos, Inc., formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is a Texas corporation incorporated in 1984. Amarillo reported a net loss of $1.45 million for the year ended Dec. 31, 2020, compared to a net loss of $1.58 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $19.99 million in total assets, $2.86 million in total liabilities, and $17.14 million in total stockholders' equity. Houston, Texas-based PWR CPA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2021 raise substantial doubt about its ability to continue as a going concern. ALTA CUCINA 2: Unsecureds to be Paid in Full via Monthly Payments ----------------------------------------------------------------- Alta Cucina 2, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Plan of Reorganization for Small Business dated March 21, 2022. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $2,731,355. The final Plan payment is expected to be paid on the 38th month after the Effective Date. This Plan of Reorganization proposes to pay creditors of the Debtor from a combination of cash flow from operations and a cash investment of $500,000 from an investor. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of Non-priority unsecured creditors. Class 1 is impaired by this Plan. Each holder of a Class 1 Claim will be paid in full, in cash, in monthly installments over the course of this Plan, provided that such Claim is not disallowed by a final non appealable order or is disputed. Class 2 consists of Equity security holders of the Debtor. Class 2 is unimpaired by this Plan, and equity will maintain its interest in the Debtor. The Plan will be funded by a $500,000 investment from a third party and income from operations. The $500,000 investment will be paid to the Landlord toward the cure payment. The remainder of the Debtor's debts, including the balance of the cure payment owed to the Landlord, will be paid monthly, over a five-year period, from operating income. Comparable restaurants gross between $8 and $14 million per year. The modest financial projections allow for a significantly lower gross revenue, which still are more than sufficient to fund the Plan. The Debtor will continue to be operated by Giselle Deiaco. A full-text copy of the Plan of Reorganization dated March 21, 2022, is available at https://bit.ly/3L8Ltgo from PacerMonitor.com at no charge. About Alta Cucina Alta Cucina, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y Case No. 21-12103) on December 21, 2021. In the petition signed by Giselle Deiaco, director, the Debtor disclosed $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Adrienne Woods, Esq. of THE LAW OFFICES OF ADRIENNE WOODS, PC. ANDOVER SENIOR: Seeks to Hire Mark J. Lazzo as Legal Counsel ------------------------------------------------------------ Andover Senior Care, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Mark J. Lazzo, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include preparing a Chapter 11 plan, reviewing claims, negotiating with creditors, arranging sales, and filing adversary actions. Mark Lazzo, Esq., and Justin Balbierz, Esq., the firm's attorneys who will assist the Debtor in all aspects of its bankruptcy case, will charge $300 per hour and $275 per hour, respectively. As disclosed in court filings, the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark J. Lazzo, Esq. Mark J. Lazzo, P.A. 3500 N. Rock Road Bldg. 300, Suite B Wichita, KS 67226 Tel: (316) 263-6895 Email: mark@lazzolaw.com About Andover Senior Care Andover Senior Care owns real properties located at 224 E. Central and 408 E. Central, Andover, Kansas. The properties are valued at $5 million. Andover Senior Care filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No. 22-10139) on March 11, 2022, listing $5,351,220 in assets and $16,334,476 in liabilities. Dennis L. Bush, managing member, signed the petition. Judge Mitchell L. Herren oversees the case. Mark Lazzo, Esq., at Mark J. Lazzo, P.A. serves as the Debtor's legal counsel. ARMATA PHARMACEUTICALS: Incurs $23.2 Million Net Loss in 2021 ------------------------------------------------------------- Armata Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $23.16 million on $4.47 million of grant revenue for the year ended Dec. 31, 2021, compared to a net loss of $22.18 million on $823,000 of grant revenue for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $69.77 million in total assets, $44.37 million in total liabilities, and $25.40 million in total stockholders' equity. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 17, 2022, citing that the Company has suffered recurring losses and negative cash flows from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Armata stated, "We have generally incurred net losses since our inception and our operations to date have been primarily limited to research and development and raising capital. As of December 31, 2021, we had an accumulated deficit of $202.9 million. We anticipate that a substantial portion of our capital resources and efforts in the foreseeable future will be focused on completing the development and seeking to obtain regulatory approval of our product candidates." "We currently expect to use our existing cash and cash equivalents for the continued research and development of our product candidates, including through our targeted phage therapies strategy, and for working capital and other general corporate purposes. We expect to continue to incur significant and increasing operating losses at least for the next several years. We do not expect to generate product revenue unless and until we successfully complete development and obtain marketing approval for at least one of our product candidates." "We may also use a portion of our existing cash and cash equivalents for the potential acquisition of, or investment in, product candidates, technologies, formulations or companies that complement our business, although we have no current understandings, commitments or agreements to do so. Our existing cash and cash equivalents will not be sufficient to enable us to complete all necessary development of any potential product candidates. Accordingly, we will be required to obtain further funding through one or more other public or private equity offerings, debt financings, collaboration, strategic financing, grants or government contract awards, licensing arrangements or other sources. Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. Adequate additional funding may not be available to us on acceptable terms, or at all. If we are unable to raise capital when needed or on acceptable terms, we may be required to defer, reduce or eliminate significant planned expenditures, restructure, curtail or eliminate some or all of our development programs or other operations, dispose of assets, enter into arrangements that may require us to relinquish rights to certain of our product candidates, technologies or potential markets, file for bankruptcy or cease operations altogether. Any of these events could have a material adverse effect on our business, financial condition and results of operations and result in a loss of investment by our stockholders." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/921114/000155837022003845/armp-20211231x10k.htm About Armata Pharmaceuticals Marina del Rey, CA-based Armata is a clinical-stage biotechnology company focused on the development of pathogen-specific bacteriophage therapeutics for the treatment of antibiotic-resistant and difficult-to-treat bacterial infections using its proprietary bacteriophage-based technology. Armata is developing and advancing a broad pipeline of natural and synthetic phage candidates, including clinical candidates for Pseudomonas aeruginosa, Staphylococcus aureus, and other pathogens. In addition, in collaboration with Merck, known as MSD outside of the United States and Canada, Armata is developing proprietary synthetic phage candidates to target an undisclosed infectious disease agent. Armata is committed to advancing phage with drug development expertise that spans bench to clinic including in-house phage specific GMP manufacturing. AUTOMATED RECOVERY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Automated Recovery Systems of New Mexico, Inc. a NM Corporation Checkrite Healthcare Financial Management Services ARS Collect ARS-New Mexico Automated Recovery System Automated Recovery Systems 119 NOrth Locke Avenue Farmington, NM 87401 Business Description: ARSCOLLECT provides debt collection solutions. Chapter 11 Petition Date: March 23, 2022 Court: United States Bankruptcy Court District of New Mexico Case No.: 22-10225 Judge: Hon. David T. Thuma Debtor's Counsel: Joseph Yar, Esq. VELARDE & YAR, P.C. 4004 Carlisle Blvd NE, Ste S Albuquerque, NM 87107 Tel: (505) 620-9574 E-mail: joseph@yarlawoffice.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Brian Myers as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NQMDR3Y/Automated_Recovery_Systems_of__nmbke-22-10225__0001.0.pdf?mcid=tGE4TAMA BENNING MCLEAN: Files for Bankruptcy in Virginia ------------------------------------------------ On March 21, 2022, Potomac-based real estate company Benning McLean Holdings LLC filed for voluntary Chapter 11 bankruptcy protection. According to court filing, Kissimmee Condos estimates to have up to 49 unsecured creditors, including Potomac Investment Enterprises, Christopher Abod, and D.C. Treasurer. It estimated assets between $1 million and $10 million and estimated liabilities of between $1 million and $10 million. Court documents also state that funds will be available to company's unsecured creditors. About Benning McLean Holdings Benning McLean Holdings LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Benning McLean Holdings LLC sought voluntary Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 22-10311) on March 21, 2022. In the petition filed by u-Dee Chang as managing agent, Benning McLean Holdings listed estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. The case is assigned to Honorable Judge Klinette H. Kindred. Steven B. Ramsdell, Esq., of TYLER, BARTL & RAMSDELL, PLC, is the Debtor's counsel. John P. Fitzgerald, III is the appointed Trustee. BIOLASE INC: Incurs $16.2 Million Net Loss in 2021 -------------------------------------------------- Biolase, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $16.16 million on $39.19 million of net revenue for the year ended Dec. 31, 2021, compared to a net loss of $16.83 million on $22.78 million of net revenue for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $55.28 million in total assets, $30.08 million in total liabilities, and $25.21 million in total stockholders' equity. Biolase stated, "Although we believe we have sufficient capital, we may need to raise additional funds through the issuance of equity or debt securities in the public or private markets, or through a collaborative arrangement or sale of assets. Additional financing opportunities may not be available to us, or if available, may not be on favorable terms. The availability of financing opportunities will depend, in part, on market conditions, and the outlook for our business. Any future issuance of equity securities or securities convertible into equity securities could result in substantial dilution to our stockholders, and the securities issued in such a financing could have rights, preferences or privileges senior to those of our common stock. In addition, if we raise additional funds through debt financing, we could be subject to debt covenants that place limitations on our operations. We could not be able to raise additional capital on reasonable terms, or at all, or we could use capital more rapidly than anticipated. If we cannot raise the required capital when needed, we may not be able to satisfy the demands of existing and prospective customers, we could lose revenue and market share and we may have to curtail our capital expenditures. "If we are unable to obtain sufficient capital in the future, we could have to curtail our capital expenditures. Any curtailment of our capital expenditures could result in a reduction in net revenue, reduced quality of our products, increased manufacturing costs for our products, harm to our reputation, or reduced manufacturing efficiencies and could have a material adverse effect on our business, financial condition, and results of operations." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/811240/000095017022004115/biol-20211231.htm About Biolase BIOLASE -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. BIOLASE's proprietary laser products incorporate approximately 300 patented and 35 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $58.51 million in total assets, $28.19 million in total liabilities, and $30.32 million in total stockholders' equity. BLD REALTY: Case Summary & 12 Unsecured Creditors ------------------------------------------------- Debtor: BLD Realty, Inc. 5-A Calle Tabonuco Guaynabo, PR 00968-3004 Business Description: The Debtor is the fee simple owner of two real properties located at Barrio Espinosa in Vega Alta, Puerto Rico having an aggregate value of $1.34 million. Chapter 11 Petition Date: March 24, 2022 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 22-00802 Debtor's Counsel: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. 254 San Jose Street 5th Floor San Juan, PR 00901-1523 Tel: 787-729-2900 Fax: 787-729-2203 Email: condecarmen@condelaw.com Total Assets: $1,900,571 Total Liabilities: $3,834,736 The petition was signed by Oscar Juelle Abello, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PEXO6IY/BLD_REALTY_INC__prbke-22-00802__0001.0.pdf?mcid=tGE4TAMA BOTS INC: Posts $34K Net Loss in Quarter Ended Jan. 31 ------------------------------------------------------ BOTS, Inc. filed with the Securities and Exchange Commission its Quarterly report on Form 10-Q disclosing a net loss attributable to controlling interest of $33,985 for the three months ended Jan. 31, 2022, compared to a net loss attributable to controlling interest of $305,984 for the three months ended Jan. 31, 2021. For the six months ended Jan. 31, 2022, the Company reported a net loss attributable to controlling interest of $28,171 compared to net income attributable to controlling interest of $56.88 million for the six months ended Jan. 31, 2021. As of Jan. 31, 2022, the Company had $7.52 million in total assets, $608,844 in total liabilities, and $6.91 million in total stockholders' equity. "The Company has suffered losses from operations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern," Bots said. "Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. 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 is 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. The financial statements contain no adjustments for the outcome of this uncertainty," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1525852/000137647422000155/bots_10q.htm About BOTS, Inc. BOTS, Inc. -- www.BOTS.org -- is in the process of transitioning into the blockchain and robotics automation industries. From 2015 through 2020 the Company was involved in multiple cannabis business entities. The Company has elected to discontinue all operations in the cannabis markets and focus on robotics- Blockchain-based solutions including decentralized finance applications, cybersecurity, crypto generation, mining, equipment repair, and extended warranties on Bitcoin mining equipment. BOTS reported a net loss attributable to controlling interest of $8.03 million on zero sales for the year ended April 30, 2021, compared to a net loss attributable to controlling interest of $3.88 million on $115 of sales for the year ended April 30, 2020. BOY SCOUTS OF AMERICA: Majority of Claims Worthless Outside Ch.11 ----------------------------------------------------------------- Vince Sullivan of Law360 reports that a sex abuse claim valuation expert called to testify by the Boy Scouts of America told a Delaware bankruptcy judge Tuesday, March 22, 2022, that most of the 82,000 claims filed in the organization's Chapter 11 case would be essentially worthless in the tort system but will still receive compensation under the bankruptcy plan. Sitting for his second day of testimony in the ongoing plan confirmation trial, Charles E. Bates of economic consulting firm Bates White LLC said about 70,000 of the sex abuse claims asserted in the Boy Scouts' bankruptcy likely would never have been filed outside the Chapter 11. 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. BUYK CORP: Court Okays Quick Chapter 11 Inventory Sales ------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge Tuesday, March 22, 2022, gave grocery delivery startup Buyk the go-ahead to put its inventory and equipment up for immediate auction but told it to hold off on its proposed debtor-in-possession financing until it's certain it will need the cash. During a Tuesday, March 22, 2022, phone hearing, U.S. Bankruptcy Judge Michael Wiles authorized Buyk to hire three auctioneers with the goal of clearing out its stores by the end of the month but said that based on the company's cash position it didn't appear to need immediate approval of what he characterized as a high-cost DIP. About Buyk Buyk is a real-time retail grocery delivery service that was launched in September 2021 with the mission of giving back time to American consumers. Buyk operated a network of 39 stores in New York and Chicago. The company delivers groceries and essential items to customers' doorsteps in 15 minutes or faster -- with no minimum spend and no delivery fee. Buyk Corp. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 22-10328) on March 17, 2022. The Debtor's counsel: Mark S. Lichtenstein Akerman LLP Tel: (212) 259-8707 E-mail: mark.lichtenstein@akerman.com CHINOS INTERMEDIATE: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------------ S&P Global Ratings raised all ratings including its issuer credit rating assigned to specialty apparel retailer Chinos Intermediate 2 LLC (Chinos) to 'B' from 'B-'. S&P maintained its recovery rating on the company's term loan facility at '3', indicating its expectation of 50%-70% recovery (rounded estimate: 60%) in the event of a payment default. The stable outlook reflects S&P's expectation for favorable performance trends against ongoing secular challenges and ample headroom under the projected credit metrics. Performance trends have exceeded S&P's expectations. Revenues for the first nine months of 2021 were up 27% and the adjusted EBITDA margin was 19% (compared to negative last year). Chinos benefited from higher full price selling, sales leveraging, and cost reductions executed during the company's 2020 bankruptcy. S&P said, "We expect consumers to continue spending on Chinos' apparel lines, supported by consumer spending trends and new branding initiatives at both of Chinos' banners. Reducing threats from COVID-19 and the variants along with increased consumer mobility and spending also support our performance expectations for the near term. This leads us to project S&P Global Ratings-adjusted leverage in the 2x range, and funds from operations (FFO) to debt around 40%. We think this indicates ample headroom in the company's credit metrics and an improved financial risk profile. We therefore revise our financial risk profile to significant from aggressive." Secular changes in retail will persist and competition will remain intense. S&P said, "Our view of Chinos' business risk reflects its participation in the highly fragmented and competitive specialty apparel retail sector. Industry competition has intensified in the last few years before the pandemic, with escalating threats from fast fashion, online retailers, and other nontraditional apparel vendors. We see these trends exaggerated by a long-term decline in consumer traffic in malls, where a significant number of Chinos' stores are located. This heightens the operational and execution risks for mid-priced apparel retail players such as Chinos. We also believe these risks may increase as consumers return to pre-pandemic habits, including increased spending on experiences and other non-apparel products. Moreover, we think in the next 12-18 months customers will likely scrutinize their spending habits and rebalance funds toward travel and going-out as COVID concerns gradually subside, albeit partially offset by inflation concerns. This could, in our view, result in near-term performance volatility." S&P said, "The heightened competitive environment and secular challenges could lead to performance swings not projected in our base-case forecast, and higher leverage as a result. Our opinion also considers Chinos' operating performance, which historically has been volatile, especially for the J. Crew brand, which represents more than 75% of revenues. Moreover, we view the company's credit profile as holistically weaker than those of higher-rated peers, given the company's vulnerability to discretionary consumer spending, participation in the intensely competitive and highly volatile apparel retail segment, exposure to fashion risk, and the company's short track record since emerging from bankruptcy. These risks lead us to maintain a negative comparable rating analysis modifier. "The stable outlook reflects our forecast for relatively stable credit metrics, including adjusted leverage in the 2x area, over the next 12 months, with greater projected sales around 10%, flat to modestly lower adjusted EBITDA, and adjusted EBITDA margins in the mid-16% area." S&P could lower the rating on Chinos if: -- Chinos underperforms S&P's base case, potentially because of increased competition leading to greater-than-anticipated promotional activities, inventory challenges, or a significant decline in apparel demand; -- This scenario could likely coincide with weaker customer perception issues at its banners; and -- A more aggressive financial policy leads to worsening credit metrics, with adjusted leverage approaching the 4x range. S&P could raise the rating on Chinos if: -- The company maintains performance growth and meaningfully strengthens performance at both banners; -- The scenario would likely coincide with a successful reengagement of customers that departed the J. Crew brand as well attracting new customers; and -- The company maintains a relatively consistent credit metrics and financial policy. CLINIGENCE HOLDINGS: Stockholders Approve Nutex Merger ------------------------------------------------------ Clinigence Holdings, Inc. announced results of votes taken at its Special Meeting of Stockholders. At the Special Meeting, the stockholders: (1) approved the merger agreement among the Company, Nutex Health Holdco LLC, Nutex Acquisition LLC, Micro Hospital Holding LLC, Nutex Health LLC, and Tom Vo, as the Nutex representative; (2) approved the Charter to change the Company's name and increase the number of shares of Common Stock the Company is authorized to issue and remove authorized shares of preferred stock; (3) approved the Bylaws to change the Company's name, change the voting threshold to amend the Bylaws, and provide that Delaware courts be the exclusive form for certain actions and claims; (4) approved the Amended and Restated Nutex 2022 Equity Incentive Plan; (5) elected Warren Hosseinion, M.D., Thomas T. Vo, M.D., Matthew S. Young, M.D., John Waters, Cheryl Grenas, R.N., M.S.N., Michael L. Reed, and Mitchell Creem to serve as members of the Company's Board of Directors; (6) approved, in a non-binding advisory vote, certain compensation arrangements for the Company's named executive officers pursuant to the Golden Parachute Proposal; (7) approved the auditor ratification proposal; and (8) approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4, 5, 6, or 7: At the Special Meeting, each of the proposals submitted for stockholder approval were voted on by over 77% of the issued and outstanding shares of the Company's capital stock, and over 90% of the votes cast by the holders of shares of the Company's capital stock approved all eight proposals. In particular, the Merger and the other transactions contemplated by the Merger Agreement were approved by over 99 % of the votes cast by the holders of shares of the Company's capital stock. Completion of the Merger remains subject to certain closing conditions, including (i) Hart-Scott-Rodino antitrust regulatory clearance the waiting period of which will expire on March 31, 2022, and (ii) NASDAQ clearance with respect to the uplisting of the post-acquisition company's common stock on Nasdaq. Assuming satisfaction of these and other closing conditions, the Company intends to close the Merger with Nutex Health on or around April 1, 2022. "We are pleased by the results of our Special Meeting of Stockholders, and would like to thank all of our stockholders," stated Warren Hosseinion, M.D., Chairman, chief executive officer and co-founder of Clinigence Holdings. "We are very excited about our anticipated merger with Nutex Health and listing on NASDAQ." About Clinigence Holdings Clinigence Holdings -- http://www.clinigencehealth.com-- is a healthcare information technology company providing an advanced, cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually unlimited insights into patient populations. Clinigence reported a net loss of $5.65 million in 2020 following a net loss of $7.12 million in 2019. As of Sept. 30, 2021, the Company had $83.27 million in total assets, $9.33 million in total liabilities, and $73.94 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CLUB AT MEXICO: Seeks to Hire Jennis Morse Etlinger as Counsel -------------------------------------------------------------- The Club at Mexico Beach Home Owners' Association, Inc. seeks approval from the U.S. Bankruptcy Code for the Northern District of Florida to hire David Jennis, P.A., doing business as Jennis Morse Etlinger, as its legal counsel. The firm's services include: (a) taking all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiations concerning any litigation in which the Debtor may be involved, and objections, when appropriate, to claims filed against the estate; (b) preparing and filing bankruptcy schedules and statement of financial affairs; (c) preparing legal papers; (d) advising the Debtor of its rights and obligations; (e) preparing and filing a Chapter 11 plan and corresponding disclosure statement, if required; and (f) performing all other necessary legal services in connection with the Debtor's Chapter 11 case. The hourly rates range from $120 to $160 for the firm's paralegals and from $275 to $500 for attorneys. The firm received an initial retainer in the amount of $15,000 for evaluation and an additional $50,000 for bankruptcy services. As disclosed in court filings, Jennis and its attorneys neither hold nor represent any interest adverse to the Debtor's estate. The firm can be reached through: David S. Jennis, Esq. Daniel E. Etlinger, Esq Jennis Morse Etlinger 606 E. Madison Street Tampa, FL 33602 Telephone: (813) 229-2800 Email: djennis@jennislaw.com detlinger@jennislaw.com ecf@jennislaw.com About The Club at Mexico Beach Home Owners' Association The Club at Mexico Beach Home Owners' Association, Inc. is a non-profit homeowners' association in Mexico Beach, Fla. The Club at Mexico Beach Home Owners' Association filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 22-50024) on March 14, 2022, listing as much as $10 million in both assets and liabilities. Jodi D. Dubose serves as the Subchapter V trustee. David Jennis, P.A., doing business as Jennis Morse Etlinger, serves as the Debtor's legal counsel. COTTAGE GROVE: Case Summary & Nine Unsecured Creditors ------------------------------------------------------ Debtor: Cottage Grove Center, LLC 1340 Birch Ave. Cottage Grove, OR 97424 Business Description: Cottage Grove Center is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: March 24, 2022 Court: United States Bankruptcy Court District of Oregon Case No.: 22-60332 Debtor's Counsel: Ted A. Troutman, Esq. TROUTMAN LAW FIRM P.C. 5075 SW Griffith Dr., Suite 220 Beaverton, OR 97005 Tel: 503-292-6788 Fax: 503-596-2371 Email: tedtroutman@sbcglobal.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Richard J. Gordon as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KBQUCVI/Cottage_Grove_Center_LLC__orbke-22-60332__0001.0.pdf?mcid=tGE4TAMA DERBY MOBILE: Case Summary & One Unsecured Creditor --------------------------------------------------- Debtor: Derby Mobile Home Park, LLC d/b/a Desert Oasis RV Park 680 W. 121st Ave., Suite 110 Westminster, CO 80234 Business Description: Derby Mobile Home Park, LLC owns and operates the Desert Oasis RV Park located in Eunice, NM having an appraised value of $1.5 million. Chapter 11 Petition Date: March 24, 2022 Court: United States Bankruptcy Court District of Colorado Case No.: 22-10966 Judge: Hon. Elizabeth E. Brown Debtor's Counsel: David J. Warner, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Total Assets: $1,519,563 Total Liabilities: $6,029,019 The petition was signed by Brian Tanner, managing member. The City of Eunice NM is listed as the Debtor's only unsecured creditor holding a claim of $10,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BUHZSIQ/Derby_Mobile_Home_Park_LLC__cobke-22-10966__0001.0.pdf?mcid=tGE4TAMA DIFFUSION PHARMACEUTICALS: Amends Bylaws to Set Quorum Requirements ------------------------------------------------------------------- Effective March 18, 2022, the board of directors of Diffusion Pharmaceuticals Inc. approved an amendment to Section 2.6 of the Company's bylaws providing that the presence, in person or by proxy duly authorized, of the holders of 33.4% of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Company's stockholders. The Bylaws previously required the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote. The Board based its decision on, among other things, the increasing prevalence of brokerage firms opting to forego discretionary or proportionate voting of the shares held by them in street name, which is making it increasingly difficult for companies with a large retail stockholder base to obtain a quorum of the majority. The Company believes the change to the quorum requirement for stockholder meetings will improve the Company's ability to hold stockholder meetings when called and transact necessary business without unnecessary cost and delay, while also maintaining a level high enough to ensure that a broad range of the Company's stockholders are represented at the meeting. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is an innovative biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss of $24.10 million for the year ended Dec. 31, 2021, a net loss of $14.18 million for the year ended Dec. 31, 2020, and a net loss of $11.80 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $37.84 million in total assets, $2.93 million in total liabilities, and $34.91 million in total stockholders' equity. DIFFUSION PHARMACEUTICALS: Incurs $24.1 Million Net Loss in 2021 ---------------------------------------------------------------- Diffusion Pharmaceuticals Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $24.10 million for the year ended Dec. 31, 2021, compared to a net loss of $14.19 million for the year ended Dec. 31, 2020. Diffusion reported a net loss of $11.80 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $37.84 million in total assets, $2.93 million in total liabilities, and $34.91 million in total stockholders' equity. Diffusion stated, "The Company has not generated any revenues from product sales and has funded operations primarily from the proceeds of public and private offerings of equity, convertible debt and convertible preferred stock. Substantial additional financing will be required by the Company to continue to fund its research and development activities. No assurance can be given that any such financing will be available when needed, or at all, or that the Company's research and development efforts will be successful. "The Company regularly explores alternative means of financing its operations and seeks funding through various sources, including public and private securities offerings, collaborative arrangements with third parties and other strategic alliances and business transactions. The Company does not have any commitments to obtain additional funds and may be unable to obtain sufficient funding in the future on acceptable terms, if at all. If the Company cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs or enter into collaborations with third parties to commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including a merger or sale of the Company; or cease operations. If the Company engages in collaborations, it may receive lower consideration upon commercialization of such products than if it had not entered such arrangements or if it entered into such arrangements at later stages in the product development process. "Operations of the Company are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Company's product candidates become approved drugs and how significant their market share will be, some of which are outside of the Company's control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Company's financial condition and future operations. The Company expects that its existing cash and cash equivalents as of December 31, 2021 will enable it to fund its operating expenses and capital expenditure requirements through 2023." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1053691/000143774922006737/dffn20211231_10k.htm About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is an innovative biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. DIFFUSION PHARMACEUTICALS: Issues 10K Preferred Shares to 2 Execs ----------------------------------------------------------------- Diffusion Pharmaceuticals Inc. entered into subscription agreements with Robert J. Cobuzzi, Jr., Ph.D., its president and chief executive officer, and William R. Elder, its general counsel and corporate secretary, both of whom are accredited investors, pursuant to which the Company agreed to issue and sell in a private placement, 10,000 shares of the Company's newly-created Series C Convertible Preferred Stock, par value $0.001 per share, at an offering price of $0.50 per share, representing 100% of the stated value per share of the Series C Preferred Stock, for aggregate gross proceeds of approximately $5,000, which will be used for general corporate purposes. The shares of Series C Preferred Stock are convertible into 10,000 shares of common stock (subject, in certain circumstances, to customary adjustments) at a conversion price of $0.50 per share, representing a premium of approximately 93% over the closing price of our common stock reported by Nasdaq on March 17, 2022. The Subscription Agreement also contains customary representations, warranties, and conditions. The closing of the Offering is expected to occur on March 18, 2022. Series C Preferred Stock Terms Also on March 18, 2022, in connection with the Offering, the Company filed a certificate of designation with the Secretary of the State of Delaware designating the rights, preferences, and limitations of the shares of the Series C Preferred Stock. The Certificates of Designation provides, among other things, that the Series C Preferred Stock will have no voting rights, other than the right to vote as a class on certain specified matters, except that (i) each share of Series C Preferred Stock will be counted on an as converted basis, together with the Company's common stock as a single class, for purposes of determining the presence of a quorum at any meeting at which holders are asked to vote on matters related to the Reverse Stock Split or the Amendment, and (ii) each share of Series C Preferred Stock will have the right to cast 80,000 votes per share of Series C Preferred Stock on the Reverse Stock Split on a "mirrored" basis. This means that the holders of the Series C Preferred Stock are required to vote their shares in a manner that "mirrors" the proportions of "For" and "Against" votes cast by the holders of the Company's common stock are voted on the Amendment (excluding, for the avoidance of doubt, any shares of common stock that are not voted). The holders of Series C Preferred Stock will be entitled to dividends, on an as converted basis, equal to dividends actually paid, if any, on shares of common stock and participate in any liquidation of the Company on an as converted basis. The Series C Preferred Stock is convertible into shares of common stock at a rate of $0.50 per share of common stock, representing a premium of approximately 93% over the closing price of its common stock reported by Nasdaq on March 17, 2022. The conversion price is subject to customary adjustments pursuant to the Certificate of Designation for stock dividends and stock splits, subsequent rights offerings, pro rata distributions of dividends and certain other events. The Series C Preferred Stock can be converted at the option of the holder or the Company at any time after the Company has received stockholder approval for the Reverse Stock Split. The Company may also force the conversion of the Series C Preferred Stock in the event of a change of control transaction that occurs prior to the Reverse Stock Split Date. The Series C Preferred Stock are not redeemable at any time, do not provide for the payment of any liquidated damages, and are not subject to any beneficial ownership limitations. New Special Meeting Also on March 18, 2022, the Company's board of directors cancelled its previously announced special meeting of stockholders previously scheduled for 9:00 a.m. (Eastern Time) on April 14, 2022 as described in more detail in its definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on Feb. 28, 2022. The Company intends to call a new special meeting of stockholders at which the Company will seek stockholder approval of an amendment to the Company's Certificate of Incorporation, as amended, to effect the reclassification and combination of all shares of common stock outstanding at a ratio of not less than one-for-two and not greater than one-for-50, with the final decision of whether to proceed with the Reverse Stock Split, the effective time of the Reverse Stock Split, and the exact ratio of the Reverse Stock Split to be determined by the Board, in its discretion, at any time prior to Dec. 31, 2022. The holders of the Series C Preferred Stock are required to vote their shares of Series C Preferred Stock in a manner that "mirrors" the proportions of "For" and "Against" votes cast by the holders of the Company's common stock are voted on the Amendment (excluding, for the avoidance of doubt, any shares of common stock that are not voted). Pursuant to the Charter, the affirmative vote of a majority of the votes entitled to be cast by the holders of our capital stock entitled to vote is required to approve the Amendment. Since the Series C Preferred Stock will mirror only votes cast, abstentions or broker non-votes by common stockholders - which would ordinarily have the effect of an "Against" vote - will not have any effect on the outcome of the vote. The Company will announce when a new record date and meeting date have been established by the Board for the New Special Meeting by filing of a proxy statement with the U.S. Securities and Exchange Commission. The New Proxy Statement will also include further details regarding the affect of the Series C Preferred Stock "mirrored" voting feature with respect to the proposals to be voted on by stockholders at the New Special Meeting. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is an innovative biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss of $24.10 million for the year ended Dec. 31, 2021, a net loss of $14.18 million for the year ended Dec. 31, 2020, and a net loss of $11.80 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $37.84 million in total assets, $2.93 million in total liabilities, and $34.91 million in total stockholders' equity. DIOCESE OF CAMDEN: Gets Court Okay to Seek $90-Mil. Plan Votes -------------------------------------------------------------- James Nani of Bloomberg Law reports that the Diocese of Camden in New Jersey received a bankruptcy court's preliminary approval to seek creditor votes on its reorganization plan that would compensate sexual abuse victims through a $90 million trust. Judge Jerrold N. Poslusny of the U.S. Bankruptcy Court for the District of New Jersey approved the disclosure statement at a virtual hearing Wednesday, March 23, 2022, a step needed for the the organization to seek votes on the plan. The latest version of the plan calls for the settlement trust total to be $90 million, up from $26.1 million and $53 million that were previously proposed. About The Diocese of Camden The Diocese of Camden, New Jersey is a non-profit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. It is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. Reverend Robert E. Hughes, vicar general and vice president, signed the petition. In the petition, the Debtor disclosed total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped McManimon, Scotland & Baumann, LLC, as its bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk LLC is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured trade creditors in the Debtor's Chapter 11 case. The committee is represented by Porzio, Bromberg & Newman, P.C. ELITE HOME: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Elite Home Products, Inc. f/d/b/a Elite Home Distribution 95 Mayhill Street Saddle Brook, NJ 07663 Business Description: Elite Home is a home textile company that offers a wide variety of sheets, duvets/comforter covers, bedding ensembles, quilt sets, blankets & throws, and flannel. Chapter 11 Petition Date: March 24, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-12353 Debtor's Lead Counsel: Daniel M. Stolz, Esq. Scott S. Rever, Esq. Gregory S. Kinoian, Esq. GENOVA BURNS LLC 110 Allen Road Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 Fax: (973) 467-8126 Email: dstolz@genovaburns.com Debtor's Special Counsel: WINNE, BANTA, BASRALIAN & KAHN, P.C. Debtor's Financial Advisor: GETZLER HENRICH & ASSOCIATES, LLC Debtor's Accountant: SAX LLP Total Assets: $6,314,175 Total Liabilities: $11,104,637 The petition was signed by Scott R. Perretz, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TXYL5GQ/Elite_Home_Products_Inc__njbke-22-12353__0001.0.pdf?mcid=tGE4TAMA EMBECTA CORP: S&P Assigns 'B+' Rating on New Senior Secured Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue rating to the proposed $200 million senior secured notes issuance by U.S.-based insulin delivery products manufacturer Embecta Corp., in line with its other senior secured debt. S&P expects the company to use the issuance to reduce the final principal of its previously announced Term Loan B on a dollar-for-dollar basis. The issuance is part of the spin-off from Becton Dickinson & Co. into an an independent publicly traded company and is pari pasu with the company's other senior secured debt instruments. The debt exchange transaction is neutral for leverage, and thus does not have an effect on our ratings on Embecta and its debt. The '3' recovery rating on the company's senior secured debt indicates our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. EVEREST REAL ESTATE: Unsecured Creditors Will Get 53% of Claims --------------------------------------------------------------- Everest Real Estate Investments LLP filed with the U.S. Bankruptcy Court for the Southern District of Texas a Second Amended Plan of Reorganization dated March 21, 2022. Everest was formed June 29, 2011 and, since that date, operated at 19211 McKay Drive, Houston, Texas 77388 under numerous assumed anmes. The Debtor provides emergency room services and limited hospital services to the general public. Since entering bankruptcy, the Debtor has been able to focus on improving operations and increasing its patient count and will continue to do so in order to become a profitable entity serving the needs of its patients. The Debtor intends to operate as it has in the past since Dr. Vo became manager. Class 4 consists of Pre-Petition Unsecured Claims Paid Post-Petition. Class 4 is unimpaired and consists of the pre-petition Claims Debtor inadvertently paid post-petition due to a delay in stopping its banks from honoring checks written pre-petition presented post-petition. The Debtor will evaluate these payments and take appropriate action, where appropriate, to recover these payments, if any. Class 6 consists of General Non-Insider Unsecured Claims. Class 6 is impaired. The Class 6 Claims will be paid in quarterly payments over approximately ten months. Class 8 consists of General Insider Unsecured Claims. Class 8 is impaired. Whether they file a proof of claim will not alter the provision of this plan that no distribution will be made by the Debtor on these claims until such time as the Reorganized Debtor becomes profitable and an agreement is reached between the Class 7 creditors and Thomas Vo. Excluded from this Class is Nutex Health LLC and Tyvan, LLC who are parties to executor contracts with the Debtor. Claims in this Class 6 shall be resolved after all other claims have been satisfied. Class 9 consists of the equity holders of the Debtor. They are not unimpaired and consists of the Debtor's equity security holders who shall retain their interests in Debtor. The Unsecured Claims total $2,631,920 with $1,415,472 total distribution. Unsecured Creditors will receive a distribution of 53.78% of their allowed claims. Under this Plan, unsecured creditors will receive approximately 53% of their claim; however, in a chapter 7 liquidation, unsecured creditors will not receive any distribution. In a hypothetical liquidate, there will be nothing available for unsecured creditors because Dr. Vo's $1,000,000 administrative claim must be paid in full prior to unsecured creditors receiving a distribution whereas, under the plan, no distributions are required to be made on Dr. Vo's claim. Reorganized Debtor shall continue in the Debtor's business operations. Dr. Vo or an entity related to him will pay $1,467,500 to ensure that $1,415,472 is available for the payment of unsecured creditors in this case. He will make nine quarterly payments of $150,000 and a final payment of $117,472. Payments will ba made quarterly, the first being due on the fifteenth day after the effective date. A full-text copy of the Second Amended Plan dated March 21, 2022, is available at https://bit.ly/3qA0qjL from PacerMonitor.com at no charge. About Everest Real Estate Investments Everest Real Estate Investments, LLP -- http://www.setexaser.com/ -- is a health care services provider established in Humble, Texas, specializing in general acute care hospital. It offers completely comprehensive medical care, treating both major and minor injuries. Everest Real Estate filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-34077) on Aug. 14, 2020, listing up to $50 million in both assets and liabilities. Thomas Vo, M.D., managing partner, signed the petition. Judge Christopher M. Lopez oversees the case. The Debtor tapped The Gerger Law Firm, PLLC as bankruptcy counsel and MouerHuston, PLLC as special counsel. Doeren Mayhew CPAs and Advisors is the Debtor's accountant. EYE INNOVATIONS: Seeks to Hire McDowell Law as Bankruptcy Counsel ----------------------------------------------------------------- Eye Innovations, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire McDowell Law, PC to serve as legal counsel in its Chapter 11 case. The hourly rates charged by the firm's attorneys are as follows: Daniel Reinganum $325 per hour Ellen McDowell $400 per hour Robert Braverman $400 per hour Other Associates $300 per hour The firm received a retainer in the amount of $7,500. As disclosed in court filings, McDowell Law is a disinterested person within Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel L. Reinganum, Esq. McDowell Law, PC 46 West Main Street Maple Shade, NJ 08052 Phone: 856-482-5544 Fax: 856-482-5511 Email: DanielR@McDowellLegal.com About Eye Innovations Eye Innovations, LLC -- http://www.eyeinnovations.net/-- is an eye care center in Drexel Hill, Pa., that provides comprehensive optometric eye care and optical services. Eye Innovations filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 22-10600) on March 10, 2022, listing up to $500,000 in assets and up to $1 million in liabilities. Leona Mogavero, Esq., serves as the Subchapter V trustee. The case is handled by Judge Eric L. Frank. McDowell Law, PC, led by Daniel L. Reinganum, Esq., is the Debtor's legal counsel. FINBOMB SUSHI: Seeks to Hire Downey Brand as Legal Counsel ---------------------------------------------------------- Finbomb Sushi Burrito & Poke Bar, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Downey Brand, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (1) preparing bankruptcy schedules, statements of financial affairs and other related forms; (2) representing the Debtor at all meetings of creditors, hearings, pretrial conferences, and trial in the Debtor's bankruptcy case or any litigation arising in connection with the case; (3) preparing and presenting to the court any pleading requesting or opposing relief; (4) preparing and presenting to the court a disclosure statement and plan of reorganization; (5) reviewing claims made by creditors and interested parties, and preparing objections to claims if necessary; (6) preparing and presenting a final accounting and motion for final decree closing the case; and (7) performing all other necessary legal services for the Debtor. The hourly rates charged by the firm's attorneys and paralegals are as follows: Partners $395 to $580 per hour Associates $230 to $385 per hour Paralegals $210 to $295 per hour Jamie Dreher, Esq., and Bret Meich, Esq., the firm's attorneys who will be handling the case, charge $495 per hour and $410 per hour, respectively. Mr. Dreher, a partner at Downey Brand, disclosed in a court filing that his firm neither represents nor holds any interest adverse to the Debtor. The firm can be reached through: Jamie P. Dreher, Esq. Downey Brand, LLP 201 W. Liberty Street, Suite 203 Reno, NV 89501 Tel: 775-329-5900 Fax: 775-786-5443 Email: jdreher@downeybrand.com About Finbomb Sushi Burrito & Poke Bar Finbomb Sushi Burrito & Poke Bar, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-50106) on March 3, 2022, listing as much as $500,000 in both assets and liabilities. Brian Shapiro serves as the Subchapter V trustee. Jamie P. Dreher, Esq., and Bret Meich, Esq., at Downey Brand, LLP are the Debtor's bankruptcy attorneys. FOOTPRINT POWER: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Footprint Power Salem Harbor Development LP 24 Fort Avenue Salem, MA 01970-5623 Business Description: Footprint Power Salem Harbor Development LP ("DevCo") owns and operates a 674 MW natural gas-fired combined-cycle electric power plant located in Salem, Massachusetts. The Facility, located along Salem Harbor, is a more efficient and environmentally responsible replacement of a previous coal-fired power plant located at the same site. DevCo is the only Debtor with business operations. Other than DevCo, each Debtor's assets consist solely of its membership or partnership interests, as applicable, in its subsidiaries. Chapter 11 Petition Date: March 23, 2022 Court: United States Bankruptcy Court District of Delaware Six affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Footprint Power Salem Harbor Development LP (Lead) 22-10239 24 Fort Avenue Salem, MA 01970-5623 Footprint Power SH DevCo GP LLC 22-10240 Footprint Power Salem Harbor FinCo, LP 22-10241 Highstar Footprint Holdings GP, LLC 22-10242 Highstar Footprint Power Holdings L.P. 22-10243 Footprint Power Salem Harbor FinCo GP, LLC 22-10244 Debtors' Co-Counsel: Brian S. Hermann, Esq. John T. Weber, Esq. Alice Nofzinger, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 Email: bhermann@paulweiss.com jweber@paulweiss.com anofzinger@paulweiss.com Debtors' Co-Counsel: Pauline K. Morgan, Esq. Andrew L. Magaziner, Esq. Katelin A. Morales, Esq. Timothy R. Powell, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: pmorgan@ycst.com amagaziner@ycst.com kmorales@ycst.com tpowell@ycst.com Debtors' Financial Advisor: ALIXPARTNERS Debtors' Claims, Noticing, Solicitation & Administrative Agent: PRIME CLERK LLC Debtors' Investment Banker: HOULIHAN LOKEY CAPITAL, INC. Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petition was signed by John R. Castellano as chief restructuring officer. A full-text copy of Footprint Power Salem's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/H6INLRQ/Footprint_Power_Salem_Harbor_Development__debke-22-10239__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Iberdrola Energy Projects, Inc. Judgment Claim $237,105,080 c/o Steptoe & Johnson LLP 633 West Fifth Street Suite 1900 Los Angeles, CA 90071 Attn: Jeffrey Reisner and Thomas Watson Email: jreisner@steptoe.com, twatson@steptoe.com 2. ABB Inc. Trade Debt $0 12040 Regency Parkway Ste 300 Cary, NC 27518 Gayle Abshire Tel: 617-281-1641 Email: gayle.abshire@us.abb.com 3. Airgas USA, LLC Trade Debt $0 97 Maple St Stoughton, MA 02072-1105 Kevin Frazier Tel: 781-341-4575 Email: kevin.frazier@airgas.com 4. Atlantic Millwrights Inc. Trade Debt $0 77 Concord St North Reading, MA 01864-2601 Mike Kirby Tel: 617-212-5987 Email: mike.kirby@amillwrights.com 5. Baker Hughes Holdings LLC Trade Debt $0 DBA Bently Nevada 1631 Bently Parkway South Minden, NV 89423-4119 David Chappron Tel: 832-325-4340 Email: david.chappron@bhge.com 6. Bear Communications Trade Debt $0 DBA Comtronics 4009 Distribution Drive #200 Garland, TX 75041 David Pamp Tel: 617-770-0212 Email: dpamp@radioshop.com 7. Berkshire Environmental Trade Debt $0 Consultants Inc. 1450 East Street Ste 6-H Pittsfield, MA 01201 Bill Stengle Tel: 413-443-0130 Email: wfs20HLM@aol.com 8. Borden & Remington Corp Trade Debt $0 PO Box 2573 Fall River, MA 02722 Robert Bogan Tel: 508-675-0096 9. CE Power Engineered Trade Debt $0 Services LLC 4040 Rev Drive Cincinnati, OH 45232 Mike Roach Tel: 855-881-3911 Email: mike.roach@cepower.net 10. CEMS Services Inc. Trade Debt $0 360 Old Colony Road Suite 1 Norton, MA 02766 Chris Cutting Tel: 508-226-6700 Email: ccutting@cemservices.com 11. Cintas Corporation Trade Debt $0 PO Box 631025 Cincinnati, OH 45263-1025 Shaun Spalding Tel: 813-469-8159 Email: spaldings@cintas.com 12. Clean Harbors Trade Debt $0 Environmental Services Inc. 42 Longwater Drive PO Box 9149 Norwell, MA 02061 James Cheney Tel: 781-803-4150 Email: cheneyj@cleanharbors.com 13. Delande Supply Co., Inc. Trade Debt $0 P.O. Box 707 Peabody, MA 01960 Max Thelen Tel: 978-532-5850 14. Delta Beckwith Elevator Trade Debt $0 Company 115 Shawmut Road Canton, MA 02021 Orlando Medina Tel: 617-869-5308 Email: orlando.median@delta-beckwith.com 15. EDF, Inc. DBA EDF Trade Debt $0 Trading North America LLC 601 Travis St Suite 1700 Houston, TX 77002 Keith McQueen Tel: 215-341-2199 Email: keith.mcqueen@edfenergyservices.com 16. Fire Equipment Inc. Trade Debt $0 20 Hall Street Medford, MA 02155 Brett Hubbard 17. First Electric Trade Debt $0 Motor Service Inc. 73 Olympia Avenue Woburn, MA 01801 Erin Guendner Tel: 781-491-1183 Email: eguendner@firstelectric.com 18. International Business Trade Debt $0 Machines Corp IBM 1 North Castie Drive Armonk, NY 10504 Attn: Arvind Krishna Tel: 914-499-1900 Email: ibm.com/customersupport/us 19. Main Ony Acetylene Supply Co Trade Debt $0 100 Washington St N Auburn, ME 04210 John Brockway Tel: 603-667-6785 Email: jbrockway@maineoxy.com 20. Millennium Power Trade Debt $0 Services Inc. 80 Mainline Drive Westfield, MA 01085 Mark Richardson Tel: 413-562-5332 Email: mrichardson@millenniumpower.net 21. O'Connor Corporation Trade Debt $0 45 Industrial Drive Canton, MA 02021 Peter Gravallese Tel: 781-830-1947 Email: gravallese@oconnorconst.com 22. OST Services LLC Trade Debt $0 55 Chapman St Providence, RI 02905 Joslyn Leary Tel: 401-467-8661 Email: joslynleary@ostservices.com 23. Proven Complinace Trade Debt $0 Solutions Inc. 1312 N Monroe St, Ste 272 Spokane, WA 99201 Sandi Pea Tel: 509-504-5498 Email: spea@provencompliance.com 24. Regional Greenhouse Gas Trade Debt $0 Initiative Inc. 90 Church St 4th Floor New York, NY 10007 Tel: 212-417-7329 Email: info@rggi.org 25. Rosemount Inc. Trade Debt $0 6021 Innovation Blvd Shakopee, MN 55379 Kyle Milbrath Tel: 800-999-9307 Email: kyle.milbrath@emerson.com 26. SBS Cisco, Inc. Trade Debt $0 DBA Custom Instrument Servs Corp 7841 S Wheeling CT Englewood, CO 80112 Sue Mastro Tel: 303-796-1000 Email: smastro@ciscocems.com 27. Sunbelt Rentals, Inc. Trade Debt $0 2341 Deerfield Drive Fort Mill, SC 29715 Pam Ponte Tel: 843-747-9158 Email: pfulghum@sunbeltrentals.com 28. United Power Group Inc. Trade Debt $0 1256 Park Street, Suite 202 Stoughton, MA 02072 Jessica Destasio Tel: 508-559-1694 Email: upginc@hotmail.com 29. Viking Computer Integration Trade Debt $0 Services LLC 24 Lenape Court Mount Laurel, NJ 08054 John Eigenbrood Tel: 609-471-4109 Email: john@vikingcomp.com 30. Zampell Refractories Inc. Trade Debt $0 3 Stanley Tucker Drive Newburyport, MA 01950 Kim Filtranti Tel: 978-499-5149 Email: kim.filtranti@zampell.com Certain creditors are listed with "$0" claim amounts. With respect to those creditors, the Debtors believe that invoices for outstanding amounts that may be owed to such creditors may have not yet been received by the Debtors. FOOTPRINT POWER: Seeks Chapter 11 With Toggle Plan -------------------------------------------------- Footprint Power Salem Harbor Development LP, along with its affiliates, filed for Chapter 11 bankruptcy protection in Delaware. Footprint Power ("DevCo") owns and operates a 674 MW natural gas-fired combined-cycle electric power plant located in Salem, Massachusetts. The facility, located along Salem Harbor, is a more efficient and environmentally responsible replacement of a previous coal-fired power plant located at the same site. The Debtors commenced Chapter 11 cases to implement a comprehensive financial restructuring through a pre-arranged chapter 11 plan of reorganization, the terms of which are set forth in the Restructuring Support Agreement. Pursuant to the RSA, the Debtors, lenders, and equity parties agreed to support the restructuring transactions that will be set forth in the Plan. As of the Petition Date, holders representing over 80% of the aggregate principal amount of Secured Credit Facility Claims are parties to the RSA. Among other things, the Prepetition Secured Parties agreed to permit the Debtors to use cash collateral on a consensual basis to enable the Debtors to implement their restructuring process through confirmation and consummation of the Plan, including a continuation of a marketing process commenced prepetition for the sale of all or substantially all of the Debtors' assets. The RSA contemplates implementation of either (a) a standalone restructuring transaction through which holders of Secured Credit Facility Claims would receive 100% of the equity of the reorganized Debtors on account of their Secured Credit Facility Claims or (b) a sale transaction through which all, or substantially all, of the Debtors' assets would be sold and the proceeds generated therefrom would be distributed to the Debtors' creditors in accordance with the absolute priority rule. As set forth in the RSA, the Plan contemplates a "toggle" structure, whereby the Debtors will pursue consummation of the Standalone Restructuring Tran saction simultaneously with the Sale Transaction (if any) to ultimately determine the outcome that would maximize value for the Debtors' estates, and therefore should be consummated. The RSA also contemplates certain milestones throughout the Chapter 11 cases. Consistent with the Milestones, the Debtors anticipate filing the Plan no later than 28 days following the Petition Date. The Milestones were negotiated in good faith by the Debtors and the Consenting Stakeholders and were a critical component of the agreement reached by the parties. To the extent a viable and value-maximizing Sale Transaction does not materialize, the Debtors would be in a position to swiftly consummate the Standalone Restructuring Transaction pursuant to the Plan and emerge from chapter 11 expeditiously. About Footprint Power Salem Development LP Footprint Power Salem Development LP is a natural gas company based in Salem, Massachusetts. Footprint Power Salem Development LP sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 22-10239) on March 23, 2022. In the petition filed by CRO John R. Castellano, Footprint Power estimated assets between $500 million and $1 billion and liabilities between $500 million and $1 billion. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel. AlixPartners' AP Services LLC has provided John Castellano to serve as the Salem Harbor Companies' chief restructuring officer. Prime Clerk LLC is the claims agent. FORE MACHINE: Seeks to Hire Alvarez & Marsal as Financial Advisor ----------------------------------------------------------------- Fore Machine, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Alvarez & Marsal North America, LLC as their financial advisor. The firm's services include: (a) assistance to the Debtors with the preparation of financial-related disclosures required by the court, including the Debtors' schedules of assets and liabilities, statements of financial affairs and monthly operating reports; (b) assistance to the Debtors with information and analyses required pursuant to the debtor-in-possession financing; (c) assistance with the identification and implementation of short-term cash management procedures; (d) advisory assistance in connection with the development and implementation of key employee compensation and other critical employee benefit programs; (e) assistance with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; (f) assistance to the Debtors' management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; (g) assistance with the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which court approval is sought; (h) attendance at meetings and assistance in discussions with potential investors, secured lenders, the official committee appointed in the Debtors' cases, the Office of the U.S. Trustee and other concerned parties; (i) analysis of creditor claims by type and entity and assistance with the development of databases to track such claims; (j) assistance with the preparation of information and analysis necessary for the confirmation of a plan of reorganization; (k) assistance with the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; (l) assistance with the analysis and preparation of information necessary to assess the tax attributes related to the confirmation of a plan of reorganization; (m) litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case-related issues as required by the Debtors; and (n) other general business consulting services. The firm will be paid at these rates: Managing Directors $975 - $1,295 per hour Directors $750 - $950 per hour Analysts/Associates $425 - $750 per hour In the 90 days prior to the Debtors' bankruptcy filing, Alvarez & Marsal received retainers and payments totaling $200,000. Paul Rundell, managing director at Alvarez & Marsal, disclosed in a court filing that his firm is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Rundell Alvarez & Marsal North America, LLC 540 West Madison Street, Suite 1800 Chicago, IL 60661 Phone: 315 601 4220 Fax: 312 332 4599 Email: prundell@alvarezandmarsal.com About Fore Machine Fore Machine, LLC is a manufacturer of aircraft engines and engine parts in Haltom City, Texas. Fore Machine and its affiliates, Aero Components, LLC and Fore Aero Holdings, LLC, sought Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 22-40487) on March 7, 2022. In the petition signed by Jens Verloop, chief financial officer, Fore Machine listed as much as $50 million in both assets and liabilities. The Debtors tapped Winston & Strawn, LLP as legal counsel and Alvarez and Marsal North America, LLC as financial advisor. Bankruptcy Management Solutions, Inc., doing business as Stretto, is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on March 18, 2022. The committee is represented by Cantey Hanger, LLP. FOREST CITY REALTY: S&P Affirms 'B+' ICR on Performance Rebound --------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' ratings on Forest City Realty Trust Inc., its credit facilities, and term loan, based on its expectation for modest deleveraging in 2021. S&P said, "The stable outlook reflects our expectation for healthy operating performance to support steady improvement in EBITDA and cash flow generation in 2022 and 2023. This improvement coupled with deleveraging over the past year (Forest City paid down some of its term loan with proceeds from asset sales) should sustain credit metric improvement such that debt to EBITDA declines to the mid- to low-13x area with fixed-charge coverage (FCC) in the high-1x area. "We expect outperformance within the multifamily segment in 2022 to offset by some continued office pressure in 2022. Cash collections and same-store net operating income (NOI) improved in the fourth quarter for all tenant categories following challenged results in 2020. Retail improved the most (117.2%), followed by multifamily (21.6%) and office (7.3%). Multifamily rebounded substantially, reaching mid-90% occupancy in 2021 and approaching or surpassing rents from before the COVID-19 pandemic in most markets (minus San Francisco). We expect operating performance within the multifamily portfolio, which was Forest City's largest segment with in 2021 at 46.3% of 2021 NOI, to remain sound in 2022, supported by favorable housing demand. "Office occupancy remained under pressure in 2021, declining modestly year over year, although we attribute some of this decline to the sale of fully leased properties (as is the plan for Forest City to monetize assets at their highest valuations). We expect modest improvement in office (38.7% of 2021 NOI) occupancy over the next year, which will likely include increased concessions and/or capex to ensure properties meet tenants' needs and expectations. Most of Forest City's office portfolio is in Brooklyn/New York, which has been challenged amid the pandemic. New York is among the slowest markets to have workers return to offices. "Retail (15% of 2021 NOI) occupancy also improved modestly, but varied by market, with certain areas (such as San Francisco) affected by restrictions for longer. While retail could remain volatile, we expect some improvement in leasing and performance relative to a very challenged 2020 and first half of 2021. "Debt repayment has largely offset NOI dilution from Forest City's life science property sales in 2021. Although Forest City's portfolio scale declined materially following this sale, the company utilized proceeds (along with subsequent asset sales of six multifamily assets and one office in the fourth quarter of 2021) to repay significant portions of the term loan. As a result, the balance sheet amount outstanding on the term loan (net of unamortized deferred financing costs) declined to $744.8 million at year-end 2021 from $1.195 billion in 2020. This, combined with less secured debt outstanding and improvement in EBITDA generation as remaining properties rebound following pressure from the pandemic, has resulted in some deleveraging (debt to EBITDA declined to 13.8x at year-end 2021 from 14.7x at year-end 2020). While we expect some modest improvement in 2022 (Forest City has repaid an additional $120 million on the term loan with proceeds from the sale of an office and apartment community), we expect debt to EBITDA in the mid- to low-13x area, given the company's financial policies. FCC has improved, reaching 1.9x at year-end 2021 from 1.5x in 2020, and we expect it to remain there over the next two years. We view this favorably relative to similarly rated peers. "We expect development to remain a priority over the next year. As of Dec. 31, 2021, Forest City's development pipeline consisted of five in-process projects (multifamily, office, retail, and industrial) for $1.32 billion. The projects are 60% funded and expected to come online over the next two years. We expect the company to continue to opportunistically sell assets (such as multifamily, newly built industrial, and/or fully leased offices) to capitalize on valuations. Some proceeds will be used for development, partial debt repayment, and distributions to investors. "The stable outlook reflects our expectation for healthy operating performance to support steady improvement in EBITDA and cash flow generation in 2022 and 2023. This improvement coupled with deleveraging over the past year (Forest City paid down some of its term loan with proceeds from asset sales) should sustain credit metric improvement, such that debt to EBITDA declines to the mid- to low-13x area with FCC in the high-1x area." S&P would lower its rating on Forest City if: -- Credit metrics compare unfavorably to peers, such that FCC declines to the low-1x area with leverage elevated beyond expectations, perhaps from debt-funded development activity or distributions; and -- Operating performance deteriorates, perhaps due to structural changes within its largest markets or segments that cause below-average occupancy and limit future rent growth potential. While unlikely, S&P could raise the rating one notch if: -- The company deleverages such that adjusted debt to EBITDA declines to and remains below 11x with FCC above 1.7x due to a change in financial policy; and -- Scale increases materially with operating performance improving and outpacing peers within all segments. Environmental, Social, Governance ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. GAMESTOP CORP: Incurs $381.3 Million Net Loss in Fiscal 2021 ------------------------------------------------------------ GameStop Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $381.3 million on $6.01 billion of net sales for the fiscal year ended Jan. 29, 2022, compared to a net loss of $215.3 million on $5.09 billion of net sales for the fiscal year ended Jan. 30, 2021. For the 13 weeks ended Jan. 29, 2022, the Company reported a net loss of $147.5 million on $2.25 billion of net sales compared to net income of $80.5 million on $2.12 billion of net sales for the 13 weeks ended Jan. 30, 2021. As of Jan. 29, 2022, the Company had $3.50 billion in total assets, $1.90 billion in total liabilities, and $1.60 billion in total stockholders' equity. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1326380/000132638022000021/gme-20220129.htm About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce properties and thousands of stores. GameStop reported a net loss of $470.9 million for fiscal year 2019, and a net loss of $673 million for fiscal year 2018. As of Oct. 30, 2021, the Company had $3.76 billion in total assets, $2.01 billion in total liabilities, and $1.75 billion in total stockholders' equity. GENOCEA BIOSCIENCES: Incurs $33.2 Million Net Loss in 2021 ---------------------------------------------------------- Genocea Biosciences, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $33.20 million on $1.64 million of license revenue for the year ended Dec. 31, 2021, compared to a net loss of $43.71 million on $1.36 million of license revenue for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $55.97 million in total assets, $28.89 million in total liabilities, and $27.08 million in total stockholders' equity. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 18, 2022, citing that the Company has suffered recurring losses from operations, has limited financial resources, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1457612/000145761222000039/gnca-20211231.htm About Genocea Biosciences Headquartered in Cambridge, Massachusetts, Genocea -- http://www.genocea.com-- is a biopharmaceutical company developing personalized cancer immunotherapies. The Company uses its proprietary discovery platform, ATLAS, to profile CD4+ and CD8+T cell (or cellular) immune responses to tumor antigens. GENOCEA BIOSCIENCES: Registers Add'l 2.3M Shares Under 2014 Plan ---------------------------------------------------------------- Genocea Biosciences, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 2,329,007 shares of common stock under the Company's 2014 Equity Incentive Plan. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1457612/000145761222000040/feb2022s-8.htm About Genocea Biosciences Headquartered in Cambridge, Massachusetts, Genocea -- http://www.genocea.com-- is a biopharmaceutical company developing personalized cancer immunotherapies. The Company uses its proprietary discovery platform, ATLAS, to profile CD4+ and CD8+T cell (or cellular) immune responses to tumor antigens. Genocea reported a net loss of $33.20 million for the year ended Dec. 31, 2021, compared to a net loss of $43.71 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $55.97 million in total assets, $28.89 million in total liabilities, and $27.07 million in total stockholders' equity. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 18, 2022, citing that the Company has suffered recurring losses from operations, has limited financial resources, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. GEROU PROPERTIES: No Significant Care Complaints, PCO Report Says ----------------------------------------------------------------- Heather A. Bruemmer, the duly appointed patient care ombudsman for Gerou Properties LLC, filed with the U.S. Bankruptcy Court for the Western District of Wisconsin a report on the Debtor's health care facility. During the visit, the PCO noted the home appeared to be very clean and more orderly than noted on prior visits. However, the PCO observed that a radiator in a bathroom needed repair and was not fixed since the last visit. The Division of Quality Assurance had been in the home the week prior and had noted the same concern as a repeat violation from a prior visit. The PCO has not received any significant care and treatment complaints from or relating to, any residents of the Debtor's facility. A copy of the Ombudsman Report is available for free at https://bit.ly/3thdFHG from PacerMonitor.com. The Ombudsman may be reached at: Heather A. Bruemmer State Long Term Care Ombudsman 1402 Pankratz Street, Suite 111 Madison, WI 53704-4001 Tel: (855) 677-2783 Fax: (608) 246-7001 Email: http://longtermcare.wi.gov About Gerou Properties Gerou Properties filed a petition for Chapter 11 protection (Bankr. W.D. Wis. Case No. 21-11867) on Sept. 7, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Nikol Gerou, the owner, signed the petition. Judge Catherine J Furay oversees the case. The Debtor tapped Pittman & Pittman Law Offices, LLC as legal counsel. Heather A. Bruemmer is the duly appointed patient care ombudsman for the Debtor. HAH GROUP: Moody's Rates $205MM Incremental First Lien Loan 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to HAH Group Holding Company, LLC's (dba Help at Home, "HAH") $205 million incremental senior secured first lien term loan. All other ratings, including the B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 ratings on the existing senior secured first lien bank credit facilities, and Caa1 rating on the senior secured second lien term loan, remain unchanged. The outlook remains stable. Proceeds from the incremental first lien term loan and approximately $150 million of new and rollover equity will be used to fund two acquisitions. The incremental financing is credit negative as it will increase leverage to approximately 7 times on a Moody's adjusted basis, leaving very little room in the current rating for additional acquisitions of scale. However, the financing will also improve liquidity by upsizing the revolving credit facility to $131 million from $74 million. Despite the increase in leverage, the acquisitions are strategically sensible and will increase HAH's size and scale, diversify its geographic presence, and contribute to earnings growth. However, there is also integration risk given the two simultaneous acquisitions and reimbursement risk with HAH's entry into a new state (New York). LGD Adjustment: Issuer: HAH Group Holding Company, LLC Senior Secured 2nd Lien Term Loan, LGD Adjusted to LGD6 from LGD5 Assignments: Issuer: HAH Group Holding Company, LLC Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3) RATINGS RATIONALE HAH's B2 CFR reflects its high financial leverage, reimbursement risk, and limited but improving geographic diversification with a substantial concentration of revenues in Illinois, Pennsylvania and New York (pro forma for the acquisitions). Moody's estimates HAH's financial leverage at approximately 7 times for fiscal year 2021 and pro forma for the two acquisitions. Moody's expects that HAH's financial leverage will decline to 6 times in the next 12-18 months as the acquisitions are fully integrated and HAH benefits from the added scale. However, deleveraging may be impacted by additional costs due to labor pressures facing the industry. The B2 CFR is supported by HAH's position as a leader in the home care market. Moody's expects that this market will benefit from favorable industry dynamics given growing demand for home based services as well as significant cost advantages over facility-based care. Further, HAH's rating reflects its consistent track record of organic revenue growth. Moody's expects HAH to maintain good liquidity over the next 12 to 18 months. This is based on Moody's expectation of around $20-$30 million of free cash flow generation. The company's good liquidity is also supported by about $25 million of cash (pro forma for the transaction) and the upsized undrawn $131 million revolving credit facility. The company estimates making approximately $30 million in earnout payments in FY 2023, if certain EBITDA targets related to the acquisitions are met in FY 2022. HAH faces social risks, such as the rising concerns around the access and affordability of healthcare services. However, Moody's does not consider home care and health to face the same level of social risk as hospitals as care at home is viewed as an affordable alternative to hospitals or skilled nursing facilities. Further, given its high percentage of revenue generated from Medicare and Medicaid, HAH is exposed to regulatory changes and state budget challenges. HAH is also exposed to wage inflation, particularly as it must maintain a large workforce with largely unskilled labor, which is experiencing rising minimum wages in certain markets and labor pressures. From a governance perspective, HAH is owned by private equity sponsors, and as such, Moody's expects leverage to remain high and financial policies to remain aggressive and to benefit shareholders. The stable outlook reflects Moody's expectation that HAH will maintain solid organic growth backed by growing demand for home care services and that the company will deleverage to 6 times in the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if the company experiences a material weakening of liquidity. Ratings could also be downgraded if HAH engages in an aggressive debt funded acquisition strategy or distributes shareholder dividends. Ratings could also be downgraded if HAH experiences significant integration or reimbursement issues stemming from the acquisitions. Quantitatively, ratings could be downgraded if leverage is sustained above 6 times. Ratings could be upgraded if HAH further diversifies its business geographically. Ratings could also be upgraded if there is reduced working capital volatility. Quantitatively, ratings could be upgraded if leverage is sustained below 5 times. Help at Home is one of the largest providers of home personal care and support services to the elderly and people with disabilities in their homes and community-based settings. HAH will have approximately $1.5 billion of revenues pro forma for the two acquisitions. HAH is owned by CenterBridge Partners, L.P., The Vistria Group, LP, Wellspring Capital Partners, L.P. and certain executive officers, employees and other minority investors. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. HAH GROUP: S&P Rates New Incremental First-Lien Term Loan 'B-' -------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to HAH Group Holding Co. LLC's proposed $205 million incremental first-lien term loan maturing in October 2027. The company will use the proceeds from this term loan, along with with $150 million of common equity, to fund its acquisitions of two New York state home care providers, reduce its outstanding revolver borrowings, and pay related fees and expenses. S&P said, "Although the company's investments and the challenging labor market led it to report weaker-than-expected results in 2021, we continue to believe it will generate positive free cash flow in 2023 consistent with our prior expectations. We forecast HAH's free cash flow will be flat in 2022, which is a substantial improvement from the deficit in 2021, as reimbursement hikes take effect and certain one-time expenses roll off. We still believe the company's key credit risks are the challenging labor market and its high leverage. HAH's leading scale in the home care service industry, which enables an above-average level of investment in its caretaker recruiting and retention and provides economies-of-scale in its corporate function, partly offsets these risks. We believe acquisitions will be the company's primary means of expansion and project a mid-single-digit percent rise in its organic revenue annually over the next few years, as the company continues to invest in its referral network. Further, we anticipate additional debt-funded acquisitions will cause its leverage to remain high, including S&P Global Ratings-adjusted debt to EBITDA of about 7.5x in 2022 and 7.0x in 2023. Our 'B-' issuer credit rating and stable outlook on HAH are unchanged." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- HAH's pro forma debt comprises a $131 million revolving facility (assumed 85% drawn at default) due 2025, approximately $780 million of first-lien term loans due 2027, and a $165 million second-lien term loan due 2028. -- S&P has valued the company on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA, which is consistent with the multiples it uses for similar companies. -- S&P's simulated default scenario contemplates a default occurring in 2024, likely due to intensified pricing pressure and competition. -- S&P's recovery analysis assumes that, in a hypothetical bankruptcy scenario, HAH would reorganize because of continued demand for its products. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $91 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $524 million -- Valuation split (obligors/nonobligors): 100%/0% -- Total collateral value available to secured debt: $524 million -- First-lien debt claims: $907 million --First-lien recovery expectations: 50%-70% (rounded estimate: 55%) -- Second-lien debt claims: $174 million --Second-lien recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. HBL SNF: Seeks to Hire Michelman & Robinson as Litigation Counsel ----------------------------------------------------------------- HBL SNF, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Michelman & Robinson, LLP as its special litigation counsel. The Debtor requires legal assistance in pre-bankruptcy litigations styled as White Plains Healthcare Properties I, LLC v. HBL SNF, LLC, Lizer Jozefovic, a/k/a Lizer Jozofovic; and Mark Neuman v. CCC Equities, LLC, Project Equity Consulting, The Congress Companies, Howard Fensterman and William Nicolson. The hourly rates charged by the firm's attorneys and paralegals are as follows: John Giardino $850 per hour Alex Barnett-Howell $650 per hour Steve Krasner (Paralegal) $325 per hour John Giardino, Esq., a partner at Michelman, disclosed in a court filing that his firm neither represents nor holds an interest adverse to the Debtor and its estate. The firm can be reached through: John Giardino, Esq. Michelman & Robinson, LLP 800 Third Avenue, 24th Floor New York, NY 10022 Tel: 212-730-7700 Fax: 212-730-7725 Email: jgiardino@mrllp.com About HBL SNF HBL SNF, LLC, doing business as Epic Rehabilitation and Nursing at White Plains, operates a 160-bedroom skilled nursing and rehabilitation facility located at 120 Church St., White Plains, N.Y. The facility, which opened in late 2019, provides an array of healthcare services, including neurological, respiratory, orthopedic, occupational, psychiatric, and many other medical and rehabilitative services. HBL SNF filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22623) on Nov. 1, 2021, listing $9,131,311 in total assets and $20,128,876 in total liabilities. Heidi J Sorvino, Esq., at White and Williams, LLP serves as Subchapter V trustee. Judge Sean H. Lane oversees the case. The Debtor tapped Klestadt Winters Jureller Southard & Stevens, LLP as bankruptcy counsel; Michelman & Robinson, LLP as special litigation counsel; and HMM CPAs, LLP as accountant. HELLO LIVING: Unsecureds to be Paid in Full with Interest in Plan ----------------------------------------------------------------- Hello Living Developer Nostrand, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Plan of Reorganization dated March 21, 2022. The Debtor is the proponent of the Plan. The Plan provides for distributions to the holders of Allowed Claims from funds realized by the Debtor from Lease income of its subsidiary, Hello Nostrand LLC. Hello Nostrand LLC has agreed to provide the Lease Income amounts from its Tenant necessary to pay the Plan. The Plan proposes to pay the Secured Creditor's Allowed claim of $3,000,000 of principle secured by the value of the Debtor's shareholders interest in Hello Nostrand LLC over 4 years with a balloon payment at the end of the 4th year and for unsecured creditors to be paid their claims. The Plan provides that all Allowed Claims will be paid under either a cash payment or a deferred 4 year payment secured by a security on the hares of Hello Nostrand LLC with a balloon payment at the end of the 4th year. Class 1 consists of the Allowed Secured Claims of 1580 Nostrand Mezz LLC holding a claim alleged to be in the amount of approximately $3,000,000 in unpaid principal which is alleged to be $4,500,000 presently which claim includes any prepayment fees, forbearance fees, exit fees, servicing fees and any other charges charged by this creditor (the attorney of Secured Creditor refused to provide a payoff amount for these claims) are the holders of the Allowed Class 1 Claim. Class 1 creditor shall receive monthly principal and interest payments amortized over 30 years at the interest rate of a 3.5% annual rate commencing on the Effective Date in full satisfaction and settlement of the claim. The monthly payments shall continue until paid on or before 4 years following the Effective Date (the "Final Installment Date"). Payments shall come from Lease Income of Hello Nostrand LLC. Class 2 consists of any Allowed unsecured claims. Such claims shall be paid, pro rata, in full, with monthly principal payments of $15,000 plus interest at 3.5% interest commencing on or about the Effective Date in full satisfaction and settlement of the claims. Class 3 shall be the holders of the equity interest of the parent Debtor. The equity holders shall be paid their investments upon the development project under the means provided for in the investment documents with the equity holders. The Plan is self-executing. Except as expressly set forth in the Plan, the Debtor shall not be required to execute any newly created documents to evidence the Claims, liens or terms of repayment to the holder of any Allowed Claim. The terms of this Plan will exclusively govern payments to creditors and any other rights of creditors as against the Debtor and their property. Furthermore, upon the completion of the payments required under this Plan to the holders of Allowed Claims, such Claims, and any liens that may support such Claims, shall be deemed released and discharged. The Debtor shall continue with the litigation against the Secured Creditor (Class 1). The Debtor shall act as Distributing Agent. The Debtor shall monitor the operation of the Hello Nostrand LLC Real Property. A full-text copy of the Plan of Reorganization dated March 21, 2022, is available at https://bit.ly/3IDrhBN from PacerMonitor.com at no charge. Attorney for the Debtor: Leo Fox, Esq. 630 Third Avenue – 18th Floor New York, New York 10017 Tel: (212) 867-9595 Fax: (212) 949-1857 E-mail: leo@leofoxlaw.com About Hello Living Developer Nostrand Hello Living Developer Nostrand, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Hello Living filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22696) on Dec. 21, 2021, disclosing $50 million to $100 million in both assets and liabilities. Eli Karp, manager, signed the petition. Judge Sean H. Lane oversees the case. The Debtor tapped Leo Fox, Esq., a practicing attorney in New York, to handle its bankruptcy case. HERC HOLDINGS: Moody's Alters Outlook on 'Ba3' CFR to Positive -------------------------------------------------------------- Moody's Investors Service affirmed Herc Holdings Inc.'s ("Herc" dba Herc Rentals) ratings, including the Ba3 corporate family rating, Ba3-PD probability of default rating, and B1 senior unsecured rating. The rating outlook was changed to positive from stable. Finally, the speculative grade liquidity rating was upgraded to SGL-2 from SGL-3. "Herc's credit metrics are strengthening at a rapid pace and the topline and profit margin are expected to continue to grow," said Brian Silver, Moody's Vice President. "We expect debt-to-EBITDA will improve to below 2.5 times by the end of this year and approach 2.0 times by the end of 2023". Affirmations: Issuer: Herc Holdings Inc. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Upgrades: Issuer: Herc Holdings Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Outlook Actions: Issuer: Herc Holdings Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Herc is one of the largest equipment rental companies in the highly fragmented North American market supported by a $4.4 billion fleet of rental equipment (at original equipment cost). The company benefits from healthy end market and customer diversification and a young rental fleet relative to its peers. Herc also has moderate debt-to-EBITDA that Moody's expect will improve to below 2.5 times by the end of 2022 (all ratios are Moody's adjusted unless otherwise stated). However, Herc has high exposure to cyclical end markets, most notably construction, infrastructure and oil and gas, increasing the potential for volatility in revenue growth and profitability. The company also needs to continue to invest and grow its rental equipment fleet to remain competitive and increase its scale over time. The positive outlook reflects Moody's expectation that Herc will grow the topline to about $2.5 billion of revenue over the next 12-18 months while deleveraging, such that debt-to-EBITDA declines to below 2.5 times. Herc's SGL-2 speculative grade liquidity rating reflects Moody's expectation that the company will maintain good liquidity. Liquidity is supported by $1.27 billion of availability on a $1.75 billion ABL facility expiring July 2024, which had $456 million of borrowings and $25 million of letters of credit outstanding at December 31, 2021. In addition, Herc had $35 million of cash at the end of 2021 and is expected to maintain a cash balance of at least $20 million at all times over the next year. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Herc is able to meaningfully increase its scale, sustain debt-to-EBITDA below 2.5 times, and EBITDA margin in the low-to-mid 40% range. The ratings could be downgraded if Herc's debt-to-EBITDA is sustained above 3.5 times, EBITDA margin declines to the mid-30% range, or the company engages in debt funded acquisitions that significantly alter the company's strategy or capital structure. Also, if there is a meaningful deterioration in liquidity the ratings could be downgraded. The principal methodology used in these ratings was Equipment and Transportation Rental published in February 2022. Headquartered in Bonita Springs, Florida, Herc Holdings Inc. is the parent company of Herc Rentals Inc. ("Herc" NYSE: HRI). Herc is an equipment rental company with 312 branches spanning 40 states and five provinces in North America. Herc's basic fleet includes aerial work platforms, earthmoving and material handling equipment, trucks and trailers, air compressors, compaction and lighting. Herc's specialty fleet includes its ProContractor professional grade tools and ProSolutions offerings, which consists of power generation, climate control, remediation and restoration, and studio and production equipment. HH ACQUISITION: MJG Represents Noteholders Group ------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, in the Chapter 11 cases of HH Acquistions CS, LLC, the Law Office of Mark J. Giunta submitted a verified statement to disclose that it is representing the following: Stephen Cotler 1416 36th Avenue Seattle, Washington 98122 T Zachary Cotler 22628 Erwin Street Woodland Hills, California 91367 Tri Dev Assurance Company 21218 Pacific Coast Highway Malibu, California 90266 J Howard Johnson 34 Stag Lane Greenwich, Connecticut 06831 JHJ FLP 34 Stag Lane Greenwich, Connecticut 06831 Provident Trust Group LLC FBO Howard Mann IRA 8800 West Sunset Road, Suite 250 Las Vegas, Nevada 89148 S Cotler holds an unsecured claim against the Debtor in the amount of at least $129,708.33 as of July 6, 2021. Such claim remains unpaid, and additional interest, attorney's fees and costs continue to accrue on such claim. T Cotler holds an unsecured claim against the Debtor in the amount of at least $194,562.50 as of July 6, 2021. Such claim remains unpaid and additional interest, attorney's fees and costs continue to accrue on such claim. TriDev holds an unsecured claim against the Debtor in the amount of at least $325,937.50 as of July 6, 2021. Such claim remains unpaid and additional interest, attorney's fees and costs continue to accrue on such claim. Johnson holds an unsecured claim against the Debtor in the amount of at least $328,229.17 as of July 6, 2021. Such claim remains unpaid and additional interest, attorney's fees and costs continue to accrue on such claim. JHJ FLP holds an unsecured claim against the Debtor in the amount of at least $328,229.17 as of July 6, 2021. Such claim remains unpaid and additional interest, attorney's fees and costs continue to accrue on such claim. Provident holds an unsecured claim against the Debtor in the amount of at least $63,666.67 as of July 6, 2021. Such claim remains unpaid and additional interest, attorney's fees and costs continue to accrue on such claim. The Noteholders have each separately retained MJG to represent them in the Debtor's bankruptcy case and any related matters. Counsel for the Noteholders can be reached at: LAW OFFICE OF MARK J. GIUNTA Mark J. Giunta, Esq. Liz Nguyen, Esq. 531 East Thomas Road, Suite 200 Phoenix, AZ 85012 Tel: (602) 307-0837 Fax: (602) 307-0838 Email: markgiunta@giuntalaw.com liz@giuntalaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3Jyp3oh About HH Acquisition CS HH Acquisition CS, LLC, a company based in Colorado Springs, Colo., filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-05211) on July 6, 2021, listing as much as $50 million in both assets and liabilities. Ian Clifton, the Debtor's authorized representative, signed the petition. Judge Daniel P. Collins oversees the case. James E. Cross, Esq., at Cross Law Firm, P.L.C., and MCA Financial Group, Ltd., serve as the Debtor's legal counsel and financial advisor, respectively. The Debtor also tapped Hostmark Hospitality Group, LLC, to manage its Hyatt House hotel in Colorado Springs, Colo. HOUGHTON MIFFLIN: Fitch Lowers LongTerm IDR to 'B', Outlook Stable ------------------------------------------------------------------ Fitch Ratings has downgraded Houghton Mifflin Harcourt Company's (Houghton Mifflin, HMHC) Long-Term Issuer Default Rating (IDR) to 'B', with a Stable Outlook, from 'B+'. Fitch has also withdrawn the ratings on subsidiaries, Houghton Mifflin Harcourt Publishers, Inc., Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC. These actions follow the announcement of a leveraged buyout by Veritas Capital and Fitch's expectation of increased leverage at Houghton Mifflin following the transaction. Fitch has also assigned a rating of 'B+'/'RR3' to HMHC's new senior secured revolver and senior secured term loan. Fitch is withdrawing the ratings on subsidiaries, Houghton Mifflin Harcourt Publishers, Inc., Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC due to reorganization of the rated entity. KEY RATING DRIVERS Veritas Capital Transaction: On February 22, Houghton Mifflin announced it had entered into definitive plans to be acquired by private equity firm Veritas. The transaction will be financed with a $50 million draw on a new $250 million revolver, a $1,480 million first lien term loan, a $390 million second lien term loan, and $1,274 million in sponsor equity. Fitch receives the acquisition negatively as it drives FFO leverage up to 8.3x, up from 1.4x. Government Funding Support: The pandemic's negative effect on state budgets were muted by several rounds of direct and indirect federal stimulus injections during 2020. The American Rescue Plan (ARP), signed into law in March 2021, provides an additional $350 billion of direct aid to state and local governments. The ARP includes $130 billion for K-12 schools, which eases the burden on both state governments (which typically fund approximately 45% of local K-12 education content purchases and depend on sales and/or income tax for revenue) and local governments. While local governments were less affected as they derive varying portions of their revenues from property taxes, they were responsible for funding school safety measures, including establishing and maintaining remote learning infrastructure. Elevated Leverage: Prior to the Veritas transaction Houghton Mifflin made debt prepayment an important part of its capital allocation strategy. HMHC allocated funds from FCF as well as funds from asset divestitures, specifically the sale of the Books & Media segment, to debt prepayment. The Veritas transaction undoes a progress made in strengthening the balance sheet over the past several years, with FFO leverage rising to 8.3x. Fitch does not believe balance sheet strengthening will remain a priority at HMHC under new ownership. Midcycle Adoption Calendar: K-12 educational spending is primarily funded by state and local governments. The current adoption calendar is more in line with a midcycle adoption level over the next few years. 2018 was a cyclical trough for K-12 adoptions in the U.S., leading to a material reduction in earnings for that period, 2019 marked the start of a stronger adoption calendar.. Digital Transition: Houghton Mifflin is experiencing increased customer usage of its digital core curriculum platform as teachers and students pivot to virtual learning as a result of the pandemic. Fitch regards the COVID-19 pandemic as an accelerant to the pre-existing trend of digitization in K-12 education rather than a catalyst. In 2020, the company experienced 142% growth in software-as-a-service billings and over 300% growth in usage of digital teaching and learning platforms. Digital currently makes up 41% of billings on an LTM basis. Competitive Market: Houghton Mifflin competes with various other publishers in the K-12 education market, which the company estimates to be approximately $11 billion. Houghton Mifflin, together with Savvas Learningand McGraw-Hill, are the largest textbook manufacturers, and Fitch believes all three collectively hold more than 80% of the market. Market share can fluctuate in any given adoption cycle as publishers trade territory. Operational missteps, such as failure to gain state approval, can leave publishers open to losses in market share in any given adoption cycle. DERIVATION SUMMARY Houghton Mifflin is well positioned in the domestic K-12 core education and supplemental learning markets and is one of the top three K-12 textbook market publishers. Houghton Mifflin has completed re-investment in its core textbook educational material following a period of operational weakness that has resulted in improved market share, as evidenced by recent state adoptions. Fitch expects K-12 education publishers to benefit from the midcycle adoption market for 2021-2024, including opportunities in Florida, California and Texas, which represent the largest adoption states and drive a significant portion of the adoption cycle. The downgrade is based on the large amount of leverage expected to be incurred in the Veritas Capital leveraged buyout. Pro forma for the transaction Fitch expects FFO leverage to be 8.3x, slightly higher than the mid-single digit leverage at peer McGraw-Hill Education, Inc. Fitch recognizes that HMHC has made substantial progress in strengthening its FCF profile and executing its shift to digital over the past three years but this is offset by high pro forma leverage at the company. KEY ASSUMPTIONS -- Transaction closes in 2Q22; -- FFO leverage of 7.4x for YE 2022, declining to 5.2x by 2026; -- Post-plate EBITDA margins maintained in low 20% range over rating horizon; -- Positive FCF over forecast horizon due to less volatile plate capex spend. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes HMHC would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach: HMHC's recovery analysis assumes significant coronavirus-related K-12 adoptions delays followed by market share loss, driven by an inability to win enough upcoming adoptions and ongoing industry issues in the higher-ed segment dragging down revenues, which pressure margins. The post-reorganization GC EBITDA of $168 million represents Fitch's estimate of HMHC's EBITDA generation capability in a stressed scenario. The EV multiple of 6.0 incorporates the following information: -- Median multiple for TMT companies: The median TMT multiple of reorganization enterprise value/forward EBITDA was 6.0x for the 60 cases for which there was adequate information to make an estimate. Most (62%) were in the 4.0x-7.0x range. However, 17 companies were reorganized at multiples of 7.1x or higher, and six below 4.0x. The B&M sector median multiple was 6.2x, compared with 5.3x and 5.2x for small samples of Technology and Telecom cases, respectively; -- 2012 Bankruptcy: Following the global financial crisis and economic downturn in 2008 HMHC began to experience declines in operational performance declines. The company experienced substantial revenue declines in 2011, largely due to recession-driven decreases in adoption, open territory and supplemental spending. Significant purchase deferrals in key adoption states coupled with purchase cancellations led to material reductions in the overall size of the key K-12 market. Sustained weakness in the market and a lack of federal stimulus support has caused the debtors' financial outlook to become increasingly negative. -- The company filed for chapter 11 bankruptcy May 21, 2012 and eventually emerging at a 4.9x multiple. Fitch's going-concern multiple estimate of 6.0x is influenced by Fitch's belief that HMHC has made significant strides in reducing cyclicality in its business model though its transition to a more digital model and reduced volatility in plate capex spend; -- Peer multiples: The closest Fitch rated peer to HMHC is McGraw-Hill, which incorporates a multiple of 7.0x into its recovery. Fitch believes that McGraw-Hill benefits from higher revenue diversity and increased scale, warranting the higher multiple. Fitch assumes a full draw Houghton Mifflin's $250 million asset-backed revolving credit facility as well as $1,480 million in first lien term loans and $390 million in second lien term loans. Fitch does not rate the second lien debt. Assuming $168 million in recovery EBITDA and a 6.0x emergence multiple leads to a recovery of 'RR3' on the first lien debt. Applying standard notching criteria to the recommended IDR of 'B' leads to a first lien rating of 'B+'. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch-calculated FFO total leverage below 5.5x with the expectation it can be sustained at that level through cyclical adoption troughs; Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch-calculated FFO Leverage exceeds 7.0x for more than 18-24 months following the close of the transaction; -- Sustained negative FCF with the expectation of negative cash flow into cyclical industry improvement. 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: Pro forma for the Veritas transaction HMHC is projected to have $75 million in balance sheet cash and $200 million availability on the $250 million revolver. Fitch positively regards the refinancing of the $250 million ABL with a cash flow-based revolver due to increased certainty regarding availability of funds under the new capital structure. High Debt Balance: Pro forma for the transaction, which is expected to fund and close in 2Q22, debt at the company will consist of the following: -- $250 million five-year cash flow revolver ($50 million drawn at close); -- $1,480 million seven-year first lien term loan; -- $390 million eight-year second lien term loan; Total FFO leverage at the company, pro forma for the transaction, is 8.3x. Fitch's focus on FFO-adjusted total leverage is in line with how Fitch calculates leverage across the K-12 industry, with the change in deferred revenue included in the calculation of FFO to account for GAAP-driven revenue timing differentials. ISSUER PROFILE Houghton Mifflin Harcourt Company (Houghton Mifflin, HMHC) is a global leading provider of K-12 core curriculum, supplemental and intervention solutions and professional learning services. The company serves more than 50 million students and three million educators in 150 countries. The company previously operated a trade publishing business that was sold to News Corp in 2Q21. Fitch regards the business model for K-12 publishers as cyclical and seasonal with the timing of textbook adoptions having a large effect on revenue generation. Schools also conduct the majority of their purchases in the second and third quarters of the calendar year, leading to high variability in quarterly earnings. Fitch notes the increasing presence of digital learning solutions in the HMHC's business mix (LTM 41% of revenues) is reducing cyclicality in the business model. 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. HOUGHTON MIFFLIN: S&P Downgrades ICR to 'B-' on Higher Leverage --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S. K-12 educational publishing and learning solutions provider Houghton Mifflin Harcourt Co. (HMH) to 'B-' from 'B', reflecting the significant increase in leverage from the acquisition. S&P removed the rating from CreditWatch, where S&P placed it with negative implications on Feb. 23, 2022. S&P assigned its 'B-' issue-level rating and '3' recovery rating (rounded estimate: 60%) to the company's proposed first-lien credit facilities. The stable outlook on HMH reflects S&P's expectation that the company will generate positive albeit modest free operating cash flow (FOCF) and maintain high S&P Global Ratings-adjusted leverage over the next 12 months. Private-equity sponsor Veritas Capital plans to acquire HMH for approximately $2.8 billion. HMH is issuing debt to fund the transaction, which S&P Global Ratings expects will close in the second quarter of 2022. The proposed debt financing will consist of a $250 million revolving credit facility, $1.48 billion first-lien term loan, and $390 million second-lien term loan (not rated). Harbor Purchaser Inc. is the initial borrower and will be merged into HMH upon completion of the merger. The downgrade reflects a substantial increase HMH's S&P Global Ratings'-adjusted leverage following Veritas' acquisition by Veritas. The acquisition will significantly increase the company's debt burden and will result in leverage of about 11.7x in 2021 pro forma for transaction financing and excluding expected synergies, compared to 2.4x pre-transaction leverage. The company expects to achieve about $26 million of cost savings over the next 18 months mainly by consolidating facilities and reducing operating expenses. S&P said, "We expect leverage will remain above 9x for the next 24 months, which we consider high for the 'B' rating. Still, increased EBITDA from billings growth (billings is gross sales before any revenue that will be deferred until future recognition), digital sales (which has higher gross margins), and benefits from COVID-19 stimulus funding available to the K-12 market should allow the company to offset its higher interest burden and generate modestly positive cash flows." Improved expense base and growing digital billings and subscription revenue should result in sustainable higher margins going forward. S&P said, "Since 2017, HMHC has incurred substantial restructuring charges related to headcount reduction amid repositioning itself as a digital-first educational materials company, a process that we believe culminated with the sale of its lower margin books and media segment in June 2021. The company began seeing benefits from its restructuring efforts last year as it now operates with a substantially lower free cash flow break-even billings level of about $850 million, compared with a break-even level of around $1.2 billion in 2019. As a result, its adjusted EBITDA margin increased to approximately 17% in 2021 from 7% in 2018, and we believe this will further improve toward the 18% area by 2023." S&P said, "We believe the ubiquity of distance learning in 2020 has accelerated the preference for digitally native educational materials, which tend to carry higher margins than their print-based counterparts that require material shipping and distribution costs. In our view, the shift to digital education content and delivery will continue over the next two years based on better student-to-device ratios and benefits from recent federal stimulus plans, which was about $200 billion for K-12 education. However, we are uncertain of the size and timing benefit to HMH." HMH has a narrow product focus in the U.S. K-12 educational-publishing and learning-solutions market. The company is exposed to cyclical state and local government spending as well as a curriculum adoption market that can fluctuate considerably from year to year. HMH has a very small international presence and no exposure to the higher education market. Partially offsetting these factors is HMH's leading position within the U.S. K-12 digital and print educational-publishing markets, and its ongoing business transformation, including shifting its billings to digital from print, growing annual subscription and connected revenues through its extensions business segment (includes student assessment, intervention, and supplemental products), which has more stable profitability than its core educational business. Annual recurring revenue was $142 million as of Dec. 31, 2021, up from $58 million the prior year. In addition, continuous product development (plate capex) versus large investments for a peak adoption year improves efficiency and reduce the need for large investment spending for peak adoption years. These factors will help to reduce the company's volatile free operating cash flow generation, which has historically been robust at the top of the cycle and negative during the trough of the cycle. S&P expects the next trough to occur in 2023. S&P said, "The stable outlook on HMH reflects our expectation that the company will continue to generate positive free cash flow over the next 12 months despite the significant increase in its debt and related interest costs. We expect the company to generate low-single-digit percent billings growth and EBITDA margin increase of about 50 basis points. "We could lower the rating if we expect margins will weaken materially and HMH's cash flows turn negative such that its financial commitments appear unsustainable. This could occur if the company loses market share loss or underperforms on new adoption opportunities. "We could raise the issuer rating if the company is able to improve and sustain S&P Global Ratings-adjusted debt to EBITDA of less than 7x (including future dividends and acquisitions) and maintain FOCF to debt at least in the mid- to high-single-digit area." ESG credit indicators: To: E-2, S-2, G-3 From: E-2, S-2, G-2 S&P said, "We revised our governance credit indicator to G-3 from G-2 to reflect the change in ownership. Governance factors are a moderately negative consideration in our credit rating analysis of HMH, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects generally finite holding periods and a focus on maximizing shareholder returns." Environmental, social and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Governance structure HUMANIGEN INC: Dale Chappell Reports 19.4% Equity Stake ------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individual reported beneficial ownership of shares of common stock of Humanigen, Inc. as of March 9, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Black Horse Capital LP 1,117,989 1.7% Black Horse Capital Master Fund Ltd. 2,467,717 3.8% Cheval Holdings, Ltd. 8,970,885 13.7% Black Horse Capital Management LLC 10,088,874 15.4% Dale Chappell 12,655,814 19.4% The aggregate percentage of Shares reported owned by each person named herein is based upon 65,329,177 Shares outstanding as of Feb. 16, 2022, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 1, 2022. Mr. Chappell, by virtue of his relationships with the Domestic Fund, the Offshore Fund and Cheval, may be deemed to beneficially own the 12,556,591 Shares, including the 1,465,300 call options currently exercisable, collectively owned by the Domestic Fund, the Offshore Fund and Cheval. Mr. Chappell also personally owns options that are exercisable within the next 60 days for 93,223 Shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1293310/000101359422000298/hgnsc13da8-031722.htm About Humanigen, Inc. Based in Brisbane, Calif., 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 $236.65 million for the 12 months ended Dec. 31, 2021, a net loss of $89.53 million for the 12 months ended Dec. 31, 2020, and a net loss of $10.29 million for the 12 months ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $71.06 million in total assets, $94.75 million in total liabilities, and a total stockholders' deficit of $23.69 million. HURLEY MEDICAL: Moody's Alters Outlook on Ba1 Rating to Positive ---------------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating assigned to Hurley Medical Center's (MI) debt issued through the Flint Hospital Building Authority, MI. The organization has about $73 million of debt outstanding. The outlook has been revised to positive from stable. RATINGS RATIONALE Affirmation of the Ba1 reflects Hurley's good market position as a provider of a full range of medical services in its service area including primary care, a children's hospital, trauma and its role as a safety net provider. Though Hurley's financial performance will be weaker in fiscal 2022 due to pandemic related challenges that are affecting the entire sector, impacting patient volumes and staffing, Moody's expect Hurley to return to stronger financial performance over time. The rating further reflects the organization's strong liquidity metrics that have strengthened significantly in recent years and its conservative capital structure. Its essentiality to the healthcare delivery system in Flint, MI and the surrounding service area is an important credit strength. The organization's payor mix, with a very high Medicaid load, obstacles to growth outside of Flint, and a large unfunded pension liability are key credit challenges. RATING OUTLOOK Revision in the outlook to positive reflects Moody's expectation that Hurley will maintain its recently strengthened balance sheet while it stabilizes financial performance over the next several months and eventually return to favorable cash flow margins. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Ability to demonstrate incremental margin improvement over the next 12 - 18 months FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Deterioration of margins Material weakening of liquidity position Material negative change in supplemental funding available LEGAL SECURITY Bonds are secured by a pledge of net revenues of the obligated group, as defined in the bond documents. Hurley is the only member of the obligated group. While Hurley is component unit of the City of Flint, MI, the bonds are not secured by the full faith and credit of the City of Flint. There is a debt service reserve fund for the Series 2013 and Series 2020 bonds. There is no mortgage pledge. PROFILE Hurley Medical Center is a 443-licensed bed tertiary care teaching facility and safety-net hospital located in Flint, MI and a component unit of the City of Flint. The hospital provides clinical training for medical and nursing students and residents and maintains academic affiliations with Michigan State University and the University of Michigan. The hospital operates a Level I Trauma Center and a Children's Hospital within the hospital. Hurley only employs a small number of physicians, most of whom are specialists and also includes primary care physicians in residency training faculty roles. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. HYSTER-YALE GROUP: Moody's Alters Outlook on 'B2' CFR to Negative ----------------------------------------------------------------- Moody's Investors Service affirmed Hyster-Yale Group, Inc.'s B2 corporate family rating and B2-PD probability of default rating, along with the B1 rating on the company's first lien term loan. There is no change to Hyster-Yale's Speculative Grade Liquidity rating of SGL-2. The rating outlook has been changed to negative from positive. "Hyster-Yale's financial results have been substantially harmed by input cost inflation and supply chain problems, despite a strong demand environment" says David Berge, Moody's Senior Vice President and lead analyst for the company. "Margins and leverage metrics will not likely recover to levels that support the B2 rating until late 2023. Nonetheless, good liquidity supported by a reversal in working capital in 2022 support the affirmation of the ratings." The negative outlook reflects Moody's expectations that EBITA margins will remain close to breakeven in 2022 and below normal levels of at least 2% in 2023 as input cost inflation and supply chain difficulties persist. Any worsening in macro-economic conditions could delay a recovery in Hyster-Yale's margins, leading to cash burn and credit metrics which would no longer support the B2 rating. The following rating action were taken: Affirmations: Issuer: Hyster-Yale Group, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Gtd. Senior Secured Bank Credit Facility, Affirmed B1 (LGD3) Outlook Actions: Issuer: Hyster-Yale Group, Inc. Outlook, Changed To Negative From Positive RATINGS RATIONALE Hyster-Yale's B2 CFR reflects the company's low EBITA margins, typically between 2% and 4%. This is due to the company's relatively high-cost structure when compared to many of its competitors. This weakness was fully evident in the company's 2021 results, when EBITA margins fell below breakeven (negative 2.4%). Gross margins fell substantially due to input cost inflation, while production was significantly hampered by component shortages. The last year represented a peak demand period in the lift truck cycle, as Hyster-Yale's bookings increased 89% in 2021 from 2020 levels. Revenue only increased 9% in 2021, however, as shipments were only marginally higher than the prior year. Inventory increased sharply as a result, leading to over $200 million of cash outflows for working capital, exacerbating the effects of operating losses on free cash flow which exceeded negative $300 million for 2021. The company expects demand for lift trucks to fall in 2022 following the surge in ordering in 2021. Slower revenue growth in 2022 along with on-going inflationary pressures will prevent significant earnings improvement over the next year. However, Moody's believes that Hyster-Yale will sell down much of its inventory over the remainder of the year, allowing free cash flow to turn positive from working capital recapture and supporting expectations that the company will maintain good liquidity through 2022. The ratings are supported by the company's solid market position in the global lift truck market. Hyster-Yale's strong market position and innovation investments make it well-placed to grow its share over the long run. Hyster-Yale has historically maintained a relatively conservative capital structure and financial policy, which is a key factor preventing more pronounced credit deterioration. Funded debt is typically close to $300 million, primarily comprising a $225 million term loan. However, debt was about $518 million as of December 2021, which includes about $165 million of drawings on its $300 million revolving credit facility along with over $100 million of foreign debt. Moody's expects that the company will use much of the free cash generated in 2022 to repay a portion of revolver borrowings. However, total debt will likely remain above historical levels at the end of 2022. Moody's believes that persistently elevated debt levels will hinder deleveraging after 2022. The company has not made any material share repurchases over the last several years but does pay a quarterly dividend, aggregating $21 million annually. The first lien term loan is rated B1, one notch higher than the CFR, reflecting the loss absorption provided other unsecured liabilities in the event of default. Higher notching on the term loan using Moody's Loss Given Default for Speculative-Grade Companies methodology is constrained by the existence of a $300 million ABL revolver facility that is ranked senior to the term loan. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if the company cannot improve EBITA margins above 2% in 2022 and 2023 while generating positive free cash flow and repaying a substantial portion of revolver borrowings by the end of 2022. A downgrade would be likely if it is apparent that debt-to-EBITDA will not fall below 5x by the end of 2022 and further below 3x in 2023. Any share repurchases over the next 18 months before the company has substantially repaid revolver borrowings could lead to a downgrade. Moody's could upgrade Hyster-Yale's ratings if the company maintains EBITA margins above 4% while keeping debt-to-EBITDA below 3.5x. The sustainment of good liquidity, including consistently positive free cash flow, will also support a ratings upgrade. Headquartered in Cleveland, Ohio, Hyster-Yale Materials Handling, Inc., through its operating subsidiary Hyster-Yale Group, Inc. is an integrated full-line lift truck manufacturer. In addition, the company produces lift truck attachments, hydrogen fuel cell power products and provides telematics, automation and fleet management services, as well as an array of other power options for its lift trucks. Revenue was approximately $3.1 billion in 2021. The principal methodology used in these ratings was Manufacturing published in September 2021. INGRAM MICRO: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Ingram Micro, Inc.'s (IM) Long-Term Issuer Default Rating (IDR) at 'BB-'. Fitch has also affirmed the issue ratings for IM's outstanding $3.5 billion asset-based loan (ABL) revolving credit facility (RCF) and $500 million ABL term loan at 'BB+'/'RR1'. In addition, Fitch has affirmed the company's $2 billion term loan B and $2 billion senior secured notes at 'BB+'/'RR2'. KEY RATING DRIVERS Market Leadership and Scale: IM is the second largest global technology distributor, offering customers and suppliers a global footprint that optimizes logistics and enables suppliers to reach fragmented demand. IM's large scale with revenue exceeding $50 billion is likely to sustain its leadership position due to a broad product portfolio and an extensive distribution footprint that would be difficult to replicate given the fragmented nature of its customer base. High FCF Scale: Fitch believes IM's absolute scale of FCF is strong for the rating category as IM has generated nearly $2 billion of pre-dividend FCF over the recent two-year period ending 2020, while Fitch estimates mid-cycle FCF in excess of $600 million. Fitch notes that FCF is further sustained by low capital intensity of averaging .3%. During 2021, IM benefitted from the unusual environment in which robust demand continued simultaneously with product shortage, leading to rapid revenue growth while the ability to invest in inventory expansion was curbed due to limitations in product availability. As a result, IM generated significant revenue upside without the related working capital increase, leading to slightly positive FCF, excluding dividends and one-time transaction costs, in contrast to the cash burn that is typical during this phase of the cycle. While recent trends have been constructive, Fitch does not currently expect positive ratings actions as current metrics are indicative of cyclical strength rather than structural change. Fitch expects an eventual easing of shortages will necessitate renewed investment into working capital, likely resulting in future cash burn and increased revolving borrowing. Financial Flexibility: IM has strong financial flexibility, supported by its counter-cyclical FCF profile, where rapid contraction in working capital in response to periods of decreased demand leads to elevated FCF. During the weakening demand environment that began in late 2019 and extended into 2020 as the pandemic unfolded, Ingram experienced a 180 bps expansion in FCF margins to 2.2%, leading to a five-fold increase in aggregate FCF to over $1 billion. IM's ability to sustain debt servicing capacity with improved FCF through a downturn supports its stable credit profile. IM's financial flexibility is further supported by diversified sources of liquidity including $2.8 billion of availability under the $3.5 billion ABL revolving credit facility, A/R factoring facilities, and $1.1 billion of uncommitted credit lines, providing significant operating flexibility with no need to access capital markets in the next 24 months. Uncommitted Financial Policies: Fitch does not expect IM's ownership by private equity sponsor, Platinum Equity Partners, to commit to any formal financial policy and cannot be certain of Platinum's leverage tolerance over the ratings horizon. IM was acquired by Platinum during 2021 in a transaction that valued the company at $7.2 billion, or 6.3x adjusted LTM EBITDA. Fitch's updated model forecasts fiscal 2021 leverage of 4.3x, compared to 5.0x at the time of the transaction, as revenue growth and margins have upside have led to significant outperformance. In December 2021, Ingram Micro announced the sale of its Commerce and Lifecycle Services unit to CMA CGM Group for total consideration of $3 billion. Management has committed to repay a sufficient level of debt so that the transaction is at least leverage neutral. Any leverage decreases thereafter will likely be limited due to the absence of a commitment to prepay additional debt and a modest EBITDA growth opportunity. Narrow Profitability Margins: IM's EBITDA margins have historically been highly reliant on mix, consistently ranging from 1.5% to 2.3% during the previous four-year period. While Fitch expects moderate margin expansion to 2.4% in fiscal 2021 from improved geographic and product mix, the narrow margins may lead to deteriorating leverage metrics during cyclical downturns. During the 2009 downturn, EBITDA declined by 29%, which would have resulted in a .4x increase in leverage had the company not reduced debt by $100 million in the previous year. Fitch believes the narrow margins and potential for rapid profit deleverage can amplify deterioration in leverage metrics through a cycle. Fitch believes IM's margin expansion is experiencing tailwinds of 2 bps-5 bps per annum due to further improvement in mix as sales of higher margin product groups, such as Cloud, Data center and e-commerce IT demand grow faster than PC/laptop and mobility. Limited Pricing Power: IM relies on its top suppliers for approximately one half of product dollar volume sold, which results in limited pricing power and margin expansion opportunities as suppliers typically dictate margin terms. Despite the supplier concentration, Fitch believes the risk of supplier loss is mitigated due the company's scale, which provides suppliers with access to broad-based demand. DERIVATION SUMMARY IM is a leading IT distributor rated by Fitch with a strong, defensible market position in target vertical markets. The company serves a vital role in the value chain and has achieved critical mass that contributes to a defensible market position over the long term. In particular, the company's extensive geographic footprint, strong market presence and large customer base attracts suppliers that hope to quickly gain access to demand, ensuring a continuous, broad supplier base and comprehensive product offering. Dependable global access to these products as well as value-added services appeals to customer needs for a one-stop shop that can serve their operation. Fitch estimates a number two global market share for IM, which primarily competes against global companies such as TD SYNNEX Corporation and Westcon-Comstor, and regional players such as ScanSource, Inc. and ALSO Holding. Fitch compares IM to direct competitor, TD SYNNEX (BBB-/Stable), as well as Fitch-rated peers Arrow Electronics, Inc. (BBB-/Stable) and Avnet, Inc. (BBB-/Negative), which have similar business models but limited product overlap. Fitch estimates fiscal 2021 leverage of 4.3x well above the peer average of 2.8x and Fitch's typical sensitivity range of 2.0x-3.0x for investment grade IT Distributors. Fitch does not expect the company's new ownership, PE firm Platinum Equity Partners, to commit to any formal financial policies and cannot be certain of Platinum's leverage tolerance over the ratings horizon. Fitch believes Ingram has little opportunity for deleveraging in the intermediate term absent voluntary debt prepayments, due to a limited EBITDA growth profile and increased working capital investment to support the demand environment as the impacts of the global supply chain shortages gradually subside. Fitch forecasts that the company's EBITDA margins will expand modestly from the most recent three fiscal years range of 2.1%-2.3% at a rate of 2 bps-5 bps per annum as secular trends in product demand growth lead to improving mix over the forecast horizon, while more rapid expansion is limited by pricing power that is constrained by the relative strength of suppliers. Ingram's margins are slightly below TD Synnex at 2.5% and the peer median at 3%. In addition, FCF margins that have averaged slightly above break-even over a cycle are in line with the long-term break-even FCF of peers but below the low-single digit levels of TD Synnex. Fitch believes a 'BB-' IDR is warranted as the company's defensible market leadership position and strong financial flexibility are weighed against elevated leverage and operating metrics that score lower than peers. Additionally, the ratings reflect the company's un-replicable operating footprint, favorable long-term demand trends, and overall scale while ratings constraints include the company's constrained pricing power and narrow margin profile. No country-ceiling, parent/subsidiary or operating environment aspects impact the rating. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Revenue growth approaching 9% in fiscal 2021, returning to growth of 3%-4.0% per annum, due to increased advanced solutions sales, demand for e-Commerce IT demand, and cloud product sales; -- EBITDA margin of 2.7% in 2021, expanding 2 - 5 bps per annum due to from improving mix as higher margin product groups experience strong secular growth; -- Fitch defined net working capital days gradually increasing towards 20 days over the forecast horizon to support stable revenue growth profile and consistent with historical levels; -- Portion of proceeds from sale of CLS business unit is used to reduce debt such that the transaction is at least leverage neutral; RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total Debt with Equity Credit/Operating EBITDA sustained below 4.0x; -- Total Gross Debt/ FCF sustained below 7.5x; -- (CFO-Capex)/Gross debt sustained above 12.5%; -- FCF margins averaging near 1% through a cycle; -- Introduction of a formal financial policy with explicit leverage targets in line with the above. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total Debt with Equity Credit/Operating EBITDA sustained above 4.5x; -- Total Gross Debt/ FCF sustained above 8.5x; -- (CFO-Capex)/Gross debt sustained below 8.5%; -- Sustained cash burn through a cycle. 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 Strong Liquidity and Financial Flexibility: IM's liquidity is ample for the rating category. As of 3Q21, liquidity is supported by $1.4 billion of cash and $2.8 billion of availability under the $3.5 billion ABL revolving credit facility. Fitch notes that Ingram typically maintains well over $10 billion in aggregate A/R and inventory balances, suggesting that the borrowing base provides for significant overcollateralization and full availability on the ABL facility. Fitch believes liquidity is further enhanced by the company's counter-cyclical working capital profile that results in improved FCF during a downturn, providing elevated liquidity support during adverse macro environments. The company may also access additional sources of liquidity, not counted in Fitch's calculation of liquidity, including A/R factoring facilities and $1.1 billion of uncommitted credit lines. The company's diversified sources of liquidity provide significant operating flexibility with no need to access capital markets in the next 24 months. ISSUER PROFILE Ingram Micro is the second largest distributor of IT products that enables over technology vendors to capture demand from a fractured base of over 170,000 customers using 154 logistics centers operating across 59 countries. 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 minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. INPIXON: Incurs $70.1 Million Net Loss in 2021 ---------------------------------------------- Inpixon filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $70.13 million on $16 million of revenues for the year ended Dec. 31, 2021, compared to a net loss of $29.21 million on $9.30 million of revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $156.67 million in total assets, $28.49 million in total liabilities, $44.70 million in mezzanine equity, and $83.49 million in total stockholders' equity. Inpixon stated, "Our ability to generate positive cash flow from operations is dependent upon sustaining certain cost reductions and generating sufficient revenues. While our revenues have increased by 72% as compared to the same period for 2020, they are not sufficient to fund our operations and cover our operating losses. Our management is evaluating options and strategic transactions and continuing to market and promote our new products and technologies, however, there is no guarantee that these efforts will be successful or that we will be able to achieve or sustain profitability. We have funded our operations primarily with proceeds from public and private offerings of our common stock and secured and unsecured debt instruments. Our history of operating losses and cash uses, our projections of the level of cash that will be required for our operations to reach profitability, and the terms of the financing transactions that we completed in the past, may impair our ability to raise capital on terms that we consider reasonable and at the levels that we will require over the coming months. We cannot provide any assurances that we will be able to secure additional funding from public or private offerings or debt financings on terms acceptable to us, if at all. If we are unable to obtain the requisite amount of financing needed to fund our planned operations, it would have a material adverse effect on our business and ability to continue as a going concern, and we may have to curtail, or even to cease, certain operations. If additional funds are raised through the issuance of equity securities or convertible debt securities, it will be dilutive to our stockholders and could result in a decrease in our stock price." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1529113/000162828022006421/inpx-20211231.htm About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's indoor location data platform and patented technologies ingest and integrate data with indoor maps enabling users to harness the power of indoor data to create actionable intelligence. Inpixon a net loss of $33.98 million for the year ended Dec. 31, 2019, and a net loss of $24.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $191.04 million in total assets, $26.66 million in total liabilities, $39.50 million in mezzanine equity, and a total stockholders' equity of $124.89 million. INSPIREMD INC: Series B Warrants Delisted From Nasdaq ----------------------------------------------------- The Nasdaq Stock Market, LLC filed a Form 25 with the Securities and Exchange Commission notifying the removal from listing and/or registration of InspireMD, Inc.'s Series B warrants under Section 12(b) of the Securities Exchange Act of 1934. About InspireMD Headquartered in Tel Aviv, Israel, InspireMD -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $14.92 million for the year ended Dec. 31, 2021, a net loss of $10.54 million for the year ended Dec. 31, 2020, a net loss of $10.04 million for the year ended Dec. 31, 2019, and a net loss of $7.24 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $39.71 million in total assets, $6.18 million in total liabilities, and $33.53 million in total equity. J AND M SUPPLY: Taps Richard P. Cook as Bankruptcy Counsel ---------------------------------------------------------- J and M Supply of the Carolinas, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Richard P. Cook, PLLC to represent the estate generally throughout the administration of its Chapter 11 case. The hourly rates charged by the firm for its services are as follows: Richard P. Cook, Esq. $350 per hour Paralegal $100 per hour The firm received a retainer in the amount of $2,500. As disclosed in court filings, Richard P. Cook is disinterested within the meaning of Section 327(a) of the Bankruptcy Code. The firm can be reached through: Richard P. Cook, Esq. Richard P. Cook, PLLC 7036 Wrightsville Ave, Suite 101 Wilmington, NC 28403 Tel: (910) 399-3458 Email: Richard@CapeFearDebtRelief.com About J and M Supply of the Carolinas J and M Supply of the Carolinas, LLC operates a sporting goods retail store in Leland, N.C. It is a licensed Federal Firearms dealer and specializes in the sale of firearms, ammunition and related equipment. The company also provides firearm and first aid training classes and is a North Carolina certified firearms instructor. J and M filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 22-00536) on March 11, 2022, listing as much as $500,000 in both assets and liabilities. Jennifer Bennington serves as the Subchapter V trustee. Judge David M. Warren oversees the case. Richard P. Cook, Esq., at Richard P. Cook, PLLC is the Debtor's legal counsel. JAGUAR HEALTH: Amends Bylaws to Reduce Quorum Requirements ---------------------------------------------------------- The Board of Directors of Jaguar Health, Inc. approved an amendment to the Amended and Restated Bylaws of the Company, effective March 17, 2022. The Bylaws Amendment amended Section 2.8 of Article II of the Bylaws to reduce the quorum requirements of all meetings of the stockholders of the Company from a majority to the holders of one third (1/3) in voting power of the capital stock issued and outstanding and entitled to vote. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss and comprehensive loss of $52.60 for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $33.81 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $38.54 million for the year ended Dec. 31, 2019, and a net loss of $32.15 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $53.27 million in total assets, $41.41 million in total liabilities, and $11.85 million in total stockholders' equity. JOHNSON & JOHNSON: Gets Court Clearance to Use Bankruptcy Strategy ------------------------------------------------------------------ Jef Feeley and Steven Church, writing for Bloomberg News, report that Johnson & Johnson gets court approval to use the controversial bankruptcy strategy and its victory over cancer victims clears the path for 3M and others. A court ruling allowing Johnson & Johnson to use a controversial bankruptcy strategy to force cancer victims into potential settlement talks has raised the odds that other companies facing costly product-liability claims like 3M Co., and Dow Inc. may follow suit, analysts and legal experts say. A judge in February 2022 cleared J&Jto employ a legal tactic known as the Texas Two-Step in which it shunted almost 40,000 claims into a purposely created unit that then filed for bankruptcy under a business-friendly Texas law. The ruling temporarily halted the litigation over J&J’s iconic baby powder. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. KISSIMME CONDOS: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------- Kissimmee Condos Partnership filed for voluntary bankruptcy protection under under Chapter 11 Bankruptcy Code Subchapter V, in Orlando, Florida. The Debtor is a Florida limited liability company formed on December 10, 2016, to hold and develop two parcels of real property in Osceola County, Florida. Prepetition, the Debtor developed and initiated the Project, which includes the Soho at Lakeside, and Tribeca at Lakeside,, which are both residential townhome developments to be built over several phases. The SoHo Condos feature modern three-bedroom two and a half bath townhomes with early development starting prices around $250,000 with numerous options to upgrade and customize the living spaces including luxury appliances and high-end kitchen details. The last unit sold for $304,900, and the highest sale price to date was $325,900. The Tribeca Condos is built on the Debtor's second real property parcel utilizing the same three-bedroom floor plan and opportunities for customization. The development includes amenities expected at this price point including pool, dog park, professional landscaping, exterior maintenance, cable TV and internet, and recreational areas. The Debtor has 75 total units remaining to build to complete the Project. There are four buildings to be built at the SoHo Condos which will accommodate 35 units, and there are six additional buildings to construct within Tribeca Condos which will accommodate 42 additional units for sale. The Debtor estimates the average sale price will be at least $310,000. Mr. Darren Bradham is the holder of the first mortgage in the approximate amount of $1,9000,000, and Jordan Homes, Inc. (“JHI”) holds a construction lien in the approximate amount of $500,000. The debt held by both parties is disputed. The Debtor says it will use DIP financing of up to $9.5 million to fund and complete the Project. The Debtor has been working with several sources to secure a lending commitment for a DIP loan. About Kissimmee Condos Partnership Kissimmee Condos Partnership LLC is a real estate company based in Kissimmee, Florida. Kissimmee Condos Partnership LLC sought voluntary bankruptcy petition (Bankr. M.D. Fla. Case No. 22-00994) on March 21, 2022. In the petition filed by Ricardo Benzecry, as manager, Kissimmee Condos estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. Kissimmee Condos estimates to have up to 49 unsecured creditors, including Clark & Albaugh LLP, GrayRobinson PA, and Refresh Construction Inc. Court documents state that funds will be available to company's unsecured creditors. R Scott Shuker, of Shuker & Dorris, P.A., is the Debtor's counsel. KOSMOS ENERGY: Amends Bylaws to Set Election Voting Standards ------------------------------------------------------------- The Board of Directors of Kosmos Energy Ltd. amended and restated the Company's Bylaws to provide for a majority vote standard for the election of directors in uncontested elections. In future uncontested elections of directors, each director of the Company will be elected if the number of votes cast for the director's election exceeds the number of votes cast against the director's election. Under previous Bylaw provisions, directors were elected by a plurality of votes cast. In all future director elections other than uncontested elections, directors will continue to be elected by a plurality of votes cast. About Kosmos Energy Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. The Company's key assets include production offshore Ghana, Equatorial Guinea and the U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. The Company also maintains a sustainable proven basin exploration program in Equatorial Guinea, Ghana and the U.S. Gulf of Mexico. Kosmos is listed on the NYSE and LSE and is traded under the ticker symbol KOS. Kosmos reported a net loss of $77.84 million in 2021, a net loss of $411.59 million in 2020, a net loss of $55.78 million in 2019, a net loss of $93.99 million in 2018, and a net loss of $222.79 million in 2017. As of Dec. 31, 2021, the Company had $4.94 billion in total assets, $530.95 million in total current liabilities, $3.88 billion in total long-term liabilities, and $529.24 million in total stockholders' equity. KUEHG CORP: Moody's Upgrades CFR to B3 & First Lien Debt to B2 -------------------------------------------------------------- Moody's Investors Service upgraded KUEHG Corp.'s ("KinderCare") Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. Concurrently, Moody's upgraded the rating for the company's first lien credit facilities (revolver and term loan) to B2 from B3, and upgraded the rating for its second lien term loan to Caa2 from Caa3. The outlook is stable. The upgrade of CFR to B3 reflects Moody's expectation that operating performance including enrollment and center occupancy rates will continue to recover in 2022 as the threat from the coronavirus pandemic subsides. KinderCare's lease adjusted debt-to-EBITDA leverage is in the low 5x (including about $161 million American Rescue Plan grants) for the LTM period ended December 31, 2021. Moody's expects leverage including the grants will remain in the 5x debt-to-EBITDA range over the next year due to Moody's expectation for lower level of grants in FY22 as the company's operating performance continues to recover. Government grants since the start of the pandemic for the childcare industry has favorably benefitted companies such as KinderCare. The significant improvement in earnings over the last year is largely due to government grants received to help defray operating expenses and ensure centers remain open and available to provide child care. Moody's baseline assumption is for continued grants under the American Rescue Plan for calendar years 2022 and 2023, albeit at lower levels as the industry and the company continue to rebound to pre-pandemic enrollment and occupancy levels. The upgrade also reflects Moody's expectation of good liquidity over the next year with an approximately $177 million cash balance at calendar year end 2021, access to an undrawn $115 million revolver ($48 million available net of $67 million letters of credit) that expires in August 2023 and expectation for modest positive free cash flow generation factoring increased capex spending. Additionally, Moody's expects the company will proactively address the revolver refinancing ahead of its maturity. Moody's took the following rating actions: Issuer: KUEHG Corp. Corporate Family Rating, upgraded to B3 from Caa1 Probability of Default Rating, upgraded to B3-PD from Caa1-PD Senior Secured First Lien Bank Credit Facility (Revolver and Term Loan), upgraded to B2 (LGD3) from B3 (LGD3) Senior Secured Second Lien Term Loan, upgraded to Caa2 (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: KUEHG Corp. Outlook, remains Stable RATINGS RATIONALE KinderCare's B3 CFR reflects high leverage with Moody's lease adjusted debt-to-EBITDA in the low 5x range for the LTM period ended December 31, 2021. Moody's expects leverage including the grants will remain in the 5x range over the next year due to Moody's expectation for lower level of grants in FY22 as the company's enrollment levels and operating performance continues to recover. Leverage is much higher and free cash flow is weak excluding the grants but the rating factors the meaningful federal government support of childcare centers through legislatively appropriated funds under the American Rescue Plan. The funding helps provide a bridge for the ongoing enrollment recovery that would allow KinderCare to be self funding as grants wind down. The rating is also constrained by the cyclical, highly fragmented and competitive nature of the child-care and early childhood education industry. The rating also considers event and financial policy risk due to private equity ownership. However, the rating is supported by the company's large scale within the childcare and early childhood education industry, broad geographic diversity within the U.S., and well-recognized brands. The rating also incorporates the favorable long term demographic social factor related to increasing percentage of dual income families as well as increased focus on early childhood education. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Although an economic recovery is underway, its continuation will be closely tied to containment of the virus. As a result, there is uncertainty around Moody's forecasts. Social risks also exist because the operations are focused on childcare where reputation is vital to sustaining the business. The company must continually strive to safeguard the health and well-being of the children in its programs. Customer relations are vital because adverse publicity could meaningfully and negatively affect enrollment, revenue and cash flow. Moody's views KinderCare's governance risk as high due to its private equity ownership. Given this, Moody's expects an aggressive financial and acquisition strategy that tends to favor shareholders. KinderCare's board of directors consists of the management team, independent board members, and representatives from its sponsor. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that KinderCare's leverage will decline over the next 12 to 18 months because of a continued enrollment and earnings recovery, which will allow the company to gradually reduce and eliminate reliance on American Rescue Plan grants. The stable outlook also reflects Moody's expectation for good liquidity over the next year with the expectation for positive free cash flow generation over the next year including funding from grants. The ratings could be upgraded if enrollment, revenue and earnings continue to improve with Moody's lease adjusted debt-to-EBITDA sustained below 5x (excluding American Rescue Plan or other government grants) and maintenance of at least good liquidity with free cash flow to debt in the mid-single digit percentage. The ratings could be downgraded if there is deterioration in enrollments because of competition, an increase in unemployment or operational challenges such as adverse reputational issues. Debt-funded acquisitions or shareholder distributions that meaningfully weaken credit metrics, or a deterioration in liquidity could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. KUEHG Corp. (KinderCare) is a large scale for-profit provider of child-care and education services in the U.S. As of December 31, 2021, the company operated about 1,500 community-based and employer-sponsored early childhood education centers across the US. The company also offers before and after-school care under the name of Champions at about 641 sites. The company has been owned by Partners Group since 2015. Revenue was approximately $1.8 billion in 2021. LANAI LAND: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Lanai Land Corporation asks the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, for authority to use cash collateral and provide adequate protection. Lanai seeks to use cash collateral as working capital in the operation of its business for the purposes specified in, and at least for the period defined in the budget. The day-to-day affairs of Lanai are managed by its president, Michael Cornish, who has been employed by Lanai since its inception. Drilling of a well located in Fred, Texas, commenced in August 2021, however, due to unexpected production issues, the well did not start producing until January 2022. The delay in production left Lanai unable to pay several vendors and royal interest holders according to the terms of their contracts. Prior to the Filing Date, the Debtor obtained materials from several vendors related to the drilling of the Fred Well, including piping from DGM Supply, Inc. and concrete from Advanced Cementing Services. Due to unanticipated production issues, the Debtor was unable to pay its obligations to DGM and ACS, resulting in purported Oil and Mineral Property Liens under Chapter 56 of the Texas Property Code filed by both DGM and ACS. DGM and ACS provided notices of their purported Oil and Mineral Property Liens to Texican Crude & Hydrocarbons, LLC, purchaser of the Debtor's crude oil and condensate. As a result of the receipt of the Lien notices, Texican held the Debtor's payments in suspense. Through the date of the Motion, the Debtor estimates roughly $70,000 in payments are held in suspense. Shortly after the Debtor's bankruptcy filing, Texican and the Debtor entered into an agreed order for the release of the funds held in suspense to the Subchapter V Trustee, which was entered by the Court on March 21, 2022. The Debtor requires the immediate release of the Funds in order to maintain the business' going concern and pay necessary expenses in order to operate the Fred Well. As adequate protection for the diminution in value of cash collateral, Lanai will (i) provide monthly adequate protection payments, (ii) maintain the value of its business as a going concern, (iii) provide replacement liens upon now owned and after-acquired cash to the extent any diminution in value of cash collateral, and (iv) provide superpriority administrative claims to the extent any diminution of value of cash collateral. Lanai says it faces immediate and irreparable harm to the estate absent emergency consideration of the relief requested in the Motion. A copy of the motion is available at https://bit.ly/3D2m99b from PacerMonitor.com. About Lanai Land Corporation Lanai Land Corporation provides utility services to its customers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-20057 on March 8, 2022. In the petition signed by Michael Cornish, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge David R. Jones oversees the case. Susan Tran Adams, Esq., at Tran Singh, LLP is the Debtor's counsel. Chris Quinn has been appointed as Subchapter V trustee. LATHAN EQUIPMENT: Seeks to Hire Trevett Cristo as Legal Counsel --------------------------------------------------------------- Lathan Equipment Co., LLC seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Cristo Law Group, LLC, doing business as Trevett Cristo P.C., as its legal counsel. The firm's services include legal advice regarding the Debtor's duties under the Bankruptcy Code; representation in any proceedings, which may be instituted by creditors; and other legal services related to the Debtor's Chapter 11 case. The hourly rates charged by the firm's attorneys and paralegals are as follows: Partners $300 Associates $225 Paralegals $75 Trevett Cristo received a retainer in the sum of $10,000. David Ealy, Esq., at Trevett Cristo, disclosed in a court filing that he and other officers and employees of the firm do not represent any interest adverse to the Debtor and its estate. The firm can be reached through: David H. Ealy, Esq. Trevett Cristo P.C. Two State Street, Suite 1000 Rochester, NY 14614 Phone: (585) 454-2181 Email: dealy@trevettcristo.com About Lathan Equipment Co. Lathan Equipment Co., LLC operates a roll-off dumpster rental business in Le Roy, N.Y. Lathan Equipment Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. N.Y. Case No. 22-10186) on March 4, 2022, listing $1,240,890 in assets and $675,575 in liabilities. Andrew J. Lathan, sole member and president of Lathan Equipment Co., signed the petition. Judge Carl L. Bucki oversees the case. David H. Ealy, Esq., at Cristo Law Group, LLC is the Debtor's counsel. LCN PARTNERS: Wins Interim Cash Collateral Access Thru April 6 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has authorized LCN Partners. Inc. to use cash collateral on an interim basis up to an amount not to exceed $210,000 through April 6, 2022. As adequate protection for the use of cash collateral, the secured creditors are granted a replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the Cash Collateral is used by the Debtor, to the extent and validity and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, the Secured Creditors may have held in the Debtor's pre-petition collateral. To the extent the adequate protection provided for proves insufficient to protect the interest of parties found to have an interest in and to the Cash Collateral and only to the extent of such diminution, the parties are granted a super-priority administrative expense claim, pursuant to Section 507(b) of Bankruptcy Code. The Debtor is authorized to pay Unpaid Compensation accruing prior to the Petition Date on the regularly scheduled pay days. Moreover, the Debtor is authorized to move forward with the payment of Prepetition Employee Obligations and the continuation of related employment benefit policies. A copy of the order and the Debtor's budget for the period from March 17 to April 15, 2022 is available at https://bit.ly/3tCu4XG from PacerMonitor.com. The Debtor projects $342,790 in total expenses. About LCN Partners. Inc. LCN Partners. Inc sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 22-10665) on March 17, 2022. In the petition signed by Joseph E. Robbins, president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Eric L. Frank oversees the case. Albert A. Ciardi III, Esq., at Ciardi Ciardi and Astin is the Debtor's counsel. LEAR CAPITAL: Seeks Approval to Hire Morris James as Local Counsel ------------------------------------------------------------------ Lear Capital Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Morris James, LLP as its local counsel. The firm's services include: a. advising the Debtor regarding its powers and duties in the continued operation of its business, management of its properties and related matters; b. preparing and pursuing confirmation of a Chapter 11 plan and approval of disclosure statement; c. preparing legal papers and appearing in court; and d. performing all other necessary legal services for the Debtor. The hourly rates charged by the firm's attorneys and paralegals are as follows: Jeffrey R. Waxman, Partner $680 Brya M. Keilson, Partner $620 Stephanie Lisko, Paralegal $295 Douglas Depta, Paralegal $295 Jeffrey Waxman, Esq., a partner at Morris James, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey R. Waxman, Esq. Morris James, LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: 302-888-5842 Email: jwaxman@morrisjames.com About Lear Capital Lear Capital Inc. is a silver and gold coin dealer based in Los Angeles, Calif. Lear Capital filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10165) on March 2, 2022, to weather possible future legal claims associated with its sales practices as well as customer disclosures. Jami B. Nimeroff serves as Subchapter V trustee. As of Feb. 28, 2022, Lear Capital had assets of $34,449,619 against liabilities of $22,355,066. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Shulman Bastian Friedman & Bui, LLP as general bankruptcy counsel; Morris James, LLP as local counsel; Mitchell Silberberg & Knupp, LLP as special litigation and corporate counsel; and Paladin Management Group as financial advisor. BMC Group, Inc. is the claims agent. LEAR CAPITAL: Seeks Approval to Hire Shulman as Bankruptcy Counsel ------------------------------------------------------------------ Lear Capital, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Shulman Bastian Friedman & Bui, LLP as its bankruptcy counsel. The firm's services include: (a) advising the Debtor of its rights, powers, duties and obligations in the administration of its Chapter 11 case, the management of its business affairs and the management of its property; (b) advising the Debtor regarding its legal rights and responsibilities under the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure; (c) preparing legal papers; (d) assisting the Debtor in complying with the requirements of the Office of the U.S. Trustee; (e) advising the Debtor regarding matters of bankruptcy law, including the rights and remedies of the Debtor with respect to its assets and with respect to the claims of creditors; (f) taking all necessary actions in connection with a Chapter 11 plan and all related documents, and such further actions as may be required in connection with the administration of the Debtor’s estate; (g) appearing at court hearings; and (h) performing all other necessary legal services for the Debtor. The hourly rates charged by the firm's attorneys and paralegals are as follows: Alan J. Friedman, Partner $695 Melissa Davis Lowe, Partner $525 Lori Gauthier, Paralegal $250 The Debtor paid the firm retainers in the total amount of $377,451.07. As disclosed in court filings, Shulman is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alan J. Friedman, Esq. Shulman Bastian Friedman & Bui LLP 100 Spectrum Center Dr Ste 600 Irvine, CA 92618 Phone: 949-340-3400 Fax: 949-340-3000 About Lear Capital Lear Capital Inc. is a silver and gold coin dealer based in Los Angeles, Calif. Lear Capital filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10165) on March 2, 2022, to weather possible future legal claims associated with its sales practices as well as customer disclosures. Jami B. Nimeroff serves as Subchapter V trustee. As of Feb. 28, 2022, Lear Capital had assets of $34,449,619 against liabilities of $22,355,066. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Shulman Bastian Friedman & Bui, LLP as general bankruptcy counsel; Morris James, LLP as local counsel; Mitchell Silberberg & Knupp, LLP as special litigation and corporate counsel; and Paladin Management Group as financial advisor. BMC Group, Inc. is the claims agent. LEAR CAPITAL: Taps Mitchell Silberberg & Knupp as Special Counsel ----------------------------------------------------------------- Lear Capital Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Mitchell Silberberg & Knupp, LLP as its special litigation and corporate counsel. The firm's services include: a. representing the Debtor in connection with the proceedings entitled People of the State of California v. Lear Capital, Inc., Los Angeles Superior Court, Case No. 19STCV19362 and the People of the State of New York v. Lear Capital, Inc., et al., Supreme Court of the State of New York, County of Erie, Index No. 807970/2021. b. representing the Debtor in connection with pending governmental subpoenas, investigations and similar inquiries; c. representing the Debtor with respect to any demands asserted, or complaints or actions filed, by the Debtor's customers and various government agencies; d. assisting the Debtor in litigating, negotiating or resolving certain claims filed in its Chapter 11 case; e. advising the Debtor regarding regulatory, compliance, employment, immigration and similar legal issues pertinent to the operations of the Debtor; and f. any other legal matters from time to time as may be required. The hourly rates charged by the firm's attorneys and paralegals are as follows: Seth E. Pierce, Partner $835 Dan Hayes, Partner $775 Bradley J. Mullins, Partner $710 Tiana Bey, Associate $670 Nicole Williams, Paralegal $295 John Clark Jr., Paralegal /PA $190 The firm received a retainer in the amount of $100,000. As disclosed in court filings, Mitchell Silberberg & Knupp is a "disinterested person" under Section 101(14) of the Bankruptcy Code. The firm can be reached through: Seth E. Pierce, Esq. Mitchell Silberberg & Knupp LLP 2049 Century Park East, 18th Floor Los Angeles, CA 90067 Tel: 310-312-2000/310-312-3221 Fax: 310-312-3100 Email: sep@msk.com About Lear Capital Lear Capital Inc. is a silver and gold coin dealer based in Los Angeles, Calif. Lear Capital filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10165) on March 2, 2022, to weather possible future legal claims associated with its sales practices as well as customer disclosures. Jami B. Nimeroff serves as Subchapter V trustee. As of Feb. 28, 2022, Lear Capital had assets of $34,449,619 against liabilities of $22,355,066. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Shulman Bastian Friedman & Bui, LLP as general bankruptcy counsel; Morris James, LLP as local counsel; Mitchell Silberberg & Knupp, LLP as special litigation and corporate counsel; and Paladin Management Group as financial advisor. BMC Group, Inc. is the claims agent. LEAR CAPITAL: Taps Paladin Management as Financial Advisor ---------------------------------------------------------- Lear Capital, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Paladin Management Group, LLC as its financial advisor. The firm's services include: (a) Financial Advisory Services -- preparing and maintaining liquidity and cash projections; -- preparing a schedule of assets and liabilities, a statement of financial affairs, monthly operating reports, and other filings that may be appropriate or required in connection with the Debtor's Chapter 11 case; -- developing and implementing cash management and cash flow forecasting processes; -- preparing financial forecasts and reports that may be required by the Debtor's board of directors, lenders and stakeholders; -- negotiating with the Debtor's stakeholders; -- providing strategic communication services; -- administering the bankruptcy case; -- advising with respect to other related matters as the Debtor or its professionals may request from time to time, as agreed to by Paladin. (b) Preparation of Reports -- researching, developing, and finalizing reports and opinions (including expert reports) in furtherance of the bankruptcy case; -- making available Paladin professionals for depositions and testimony in connection with the foregoing reports and opinions. Paladin's rates range from $425 to $795 per hour, depending on the personnel assigned to the particular task. As disclosed in court filings, Paladin is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lance Miller Paladin Management Group, LLC 633 W. 5th Street, 28th Floor Los Angeles, CA 90071 Phone: 213-320-5500/323-774-7122 Email: lmiller@paladinmgmt.com About Lear Capital Lear Capital Inc. is a silver and gold coin dealer based in Los Angeles, Calif. Lear Capital filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10165) on March 2, 2022, to weather possible future legal claims associated with its sales practices as well as customer disclosures. Jami B. Nimeroff serves as Subchapter V trustee. As of Feb. 28, 2022, Lear Capital had assets of $34,449,619 against liabilities of $22,355,066. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Shulman Bastian Friedman & Bui, LLP as general bankruptcy counsel; Morris James, LLP as local counsel; Mitchell Silberberg & Knupp, LLP as special litigation and corporate counsel; and Paladin Management Group as financial advisor. BMC Group, Inc. is the claims agent. LEARNING CARE: Moody's Upgrades CFR to B3 & First Lien Debt to B2 ----------------------------------------------------------------- Moody's Investors Service upgraded Learning Care Group (US) No. 2 Inc.'s Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. Concurrently, Moody's upgraded the rating for the company's first lien credit facilities (revolver and term loan) to B2 from B3, and upgraded the rating for its second lien term loan to Caa2 from Caa3. The outlook is stable. The upgrade of CFR to B3 reflects Moody's expectation that operating performance including enrollment and center occupancy rates will continue to recover in 2022 as the threat from the coronavirus pandemic subsides. Learning Care's lease adjusted debt-to-EBITDA leverage is in the mid 7x (including grants received under the American Rescue Plan in EBITDA) for the LTM period ended December 30, 2021 and Moody's expects it will continue to decline to below 6x the next 12 to 18 months because of a recovery in enrollment and earnings as well as earnings from acquired centers. Government grants since the start of the pandemic for the childcare industry are benefitting companies such as Learning Care. The significant improvement in earnings over the last year is largely due to government grants received to help defray operating expenses and ensure centers remain open and available to provide child care. Moody's baseline assumption is for continued grants under the American Rescue Plan for calendar years 2022 and 2023, albeit at lower levels as the industry and the company continue to rebound to pre-pandemic levels. Moody expects Learning Care to have adequate liquidity over the next year with an approximately $15 million cash balance at calendar year end 2021, access to an undrawn $75 million revolver due March 2023 ($63 million available net of letters of credit), an $80 million newly committed loan due July 2023 from its sponsor American Securities as additional liquidity if needed, as well as expectation for positive free cash flow over the next year. Additionally, Moody's expects the company will proactively address the revolver refinancing ahead of its maturity. The company raised an incremental $190 million first lien term loan in 2020 to boost liquidity and has used majority of the proceeds for acquisitions of centers in 2020 and 2021 at attractive multiples as the company is confident the childcare industry would fully recover. Moody's took the following rating actions: Issuer: Learning Care Group (US) No. 2 Inc. Corporate Family Rating, upgraded to B3 from Caa1 Probability of Default Rating, upgraded to B3-PD from Caa1-PD Senior Secured First Lien Bank Credit Facility (Revolver and Term Loan), upgraded to B2 (LGD3) from B3 (LGD3) Senior Secured Second Lien Term Loan, upgraded to Caa2 (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: Learning Care Group (US) No. 2 Inc. Outlook, remains Stable RATINGS RATIONALE Learning Care's B3 CFR reflects high leverage with Moody's lease adjusted debt-to-EBITDA in the mid 7x range (including American Rescue Plan grants in EBITDA) for the 12-month period ended December 31, 2021. Moody's expects leverage on this basis will decline to below 6.0x over the next 12 to 18 due to an earnings recovery as the enrollments continue to recover from the coronavirus pandemic. Leverage is much higher and free cash flow is weak excluding the grants but the rating factors the meaningful federal government support of childcare centers through legislatively appropriated funds under the American Rescue Plan. The funding helps provide a bridge for the ongoing enrollment recovery that would allow Learning Care to be self funding as grants wind down. The rating is also constrained by the cyclical, highly fragmented and competitive nature of the child-care and early childhood education industry. The rating also considers event and financial policy risk due to private equity ownership. However, the rating is supported by the company's large scale within the childcare and early childhood education industry, broad geographic diversity within the U.S., and well-recognized brands. The rating also incorporates the favorable long term demographic social factor related to increasing percentage of dual income families as well as increased focus on early childhood education. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, given the substantial implications for public health and safety. Although an economic recovery is underway, its continuation will be closely tied to containment of the virus. As a result, there is uncertainty around Moody's forecasts. Social risks also exist because the operations are focused on childcare where reputation is vital to sustaining the business. The company must continually strive to safeguard the health and well-being of the children in its programs. Customer relations are vital because adverse publicity could meaningfully and negatively affect enrollment, revenue and cash flow. Moody's view Learning Care's governance risk as high due to its private equity ownership and history of debt funded dividends. Given this, Moody's expects an aggressive financial and acquisition strategy that tends to favor shareholders. Learning Care's board of directors consists of the management team, independent board members, and representatives from its sponsor. Financial disclosures are also more limited than for public companies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Learning Care's leverage will decline to below 6.0x below over the next 12 to 18 months because of a continued enrollment and earnings recovery, which will allow the company to gradually reduce and eliminate reliance on American Rescue Plan grants. The stable outlook also reflects Moody's expectation for at least adequate liquidity over the next year with the expectation for positive free cash flow over the next year including funding from grants. The ratings could be upgraded if enrollment, revenue and earnings continue to improve with Moody's lease adjusted debt-to-EBITDA sustained below 5x (excluding American Rescue Plan or other government grants) and maintenance of at least good liquidity with free cash flow to debt in the mid-single digit percentage. The ratings could be downgraded if there is deterioration in enrollments because of competition, an increase in unemployment or operational challenges such as adverse reputational issues. Debt-funded acquisitions or shareholder distributions that meaningfully weaken credit metrics, or a deterioration in liquidity could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Learning Care Group (US) No. 2 Inc. is a provider of early childhood education and childcare services. The company operates about 1,004 centers across the United States as of December 31, 2021. The company has been owned by the private equity firm American Securities LLC since 2014. The fiscal year ends in June and last 12 months revenue as of December 31, 2021 was approximately $1,050 million. LIBERTY POWER: Gets OK to Hire Monticello Consulting as Advisor --------------------------------------------------------------- Liberty Power Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Monticello Consulting Group Limited to perform specialized advisory services related to all aspects of selling charged-off receivables portfolios. The firm's services include: a. establishing the Debtors' goals, expectations and sale schedule of receivables; b. interview key personnel and external vendors, if necessary; c. deploying IT resources to support the project to ensure that all supporting documentation and account information can be extracted from the system of record and made available to the purchaser as a way to validate debt post-sale; d. assisting with the development of a portfolio of accounts for sale; e. reviewing with the Debtors what accounts to market and what not to market; f. leading the Debtors' team with data file preparation, including, date file layout (i.e., critical data fields); g. providing recommendations on other data to enhance portfolio value; h. assisting in scrubbing files for non-marketable accounts; i. providing potential bidder list; j. leading the bid process and advisory role through the bidder negotiations; k. assisting the Debtors with the preparation of confidentiality agreement, indemnity agreement, and purchase and sale agreement; l. assisting the Debtors with the evaluation of bids, responding to bidder questions, and resolving issues with bidders; m. assisting with the final sale transfer of accounts; and n. transferring the data repository for purchaser so that it can service the debt after the sunset of LPH systems. The fee for the engagement will be 10 percent of the sales proceeds with a minimum flat fee of $15,000 and a maximum fee not to exceed $45,000. Bruce Gay, president and founder of Monticello, disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtors' estates. The firm can be reached through: Bruce A. Gay Monticello Consulting Group Limited 330 W. 38th St. New York, NY 10018 Phone: +1 646-494-9248 Email: bruce@monticelloconsulting.com About Liberty Power Established in 2001 and headquartered in Fort Lauderdale, Fla., Liberty Power Holdings, LLC is one of the largest and longest-tenured owner-operated retail electricity providers in the United States. It provides large and small businesses, government agencies and residential customers with competitively-priced electricity, sustainability solutions and exceptional customer service. Liberty Power filed a voluntary petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 21-13797) on April 20, 2021. On June 4, 2021, LPT, LLC, Liberty Power Maryland, LLC and Liberty Power District of Columbia, LLC sought Chapter 11 protection. The cases are jointly administered under Case No. 21-13797 and have been assigned to Judge Scott M. Grossman. At the time of the filing, Liberty Power disclosed total assets of up to $100 million and total liabilities of up to $500 million. The Debtors tapped Genovese Joblove & Battista, P.A. as legal counsel and Berkeley Research Group, LLC as restructuring advisor. Robert Butler, managing director at Berkeley, serves as the Debtors' chief restructuring officer. Stretto is the claims and noticing agent. Boston Energy Trading and Marketing, LLC, as DIP lender, is represented by Eversheds Sutherland (US) LLP. LIMETREE BAY: Ch. 11 Case Should End Now, Say Creditors' Committee ------------------------------------------------------------------ Vince Sullivan of Law360 reports that the official committee of unsecured creditors in the Chapter 11 case of former refinery owner Limetree Bay Services Ltd. asked a Texas bankruptcy judge to dismiss the company's case Tuesday, March 22, 2022, saying the proceeds from an asset sale should be distributed and the case should end. In its filing, the committee said a proposed Chapter 11 plan would serve no purpose other than to prolong the distribution of $62 million in proceeds realized from the successful sale of the refining facility located on St. Croix, while also costing time and money for the creditors of Limetree. About Limetree Bay Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Tex. Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker & Hostetler LLP as bankruptcy counsel, Beckstedt & Kuczynski LLP as special counsel, and GlassRatner Advisory & Capital LLC, doing business as B. Riley Advisory Services, as restructuring advisor. Mark Shapiro of GlassRatner is the Debtors' chief restructuring officer. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. Pachulski Stang Ziehl & Jones, LLP, and Conway MacKenzie, LLC, serve as the committee's legal counsel and financial advisor, respectively. 405 Sentinel, LLC serves as administrative and collateral agent for the DIP lenders. LINDEN CAB: Taps Law Offices of Alla Kachan as Bankruptcy Counsel ----------------------------------------------------------------- Linden Cab, Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Alla Kachan, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) assisting the Debtor in administering the case; (b) making such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; (c) representing the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deems appropriate; (d) taking such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiating with creditors in formulating a plan of reorganization for the Debtor; (f) drafting and prosecuting the confirmation of the Debtor's plan of reorganization; and (g) rendering such additional services as the Debtor may require in the case. The firm's hourly rates are as follows: Attorney $475 per hour Paraprofessionals $250 per hour The Debtor paid the firm a retainer fee in the amount of $15,000. Alla Kachan, Esq., a member of the firm, 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: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Email: alla@kachanlaw.com About Linden Cab Linden Cab, Corp. is a privately held company operating in the taxi and limousine service industry. It is based in Sunnyside, N.Y. Linden Cab filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-43109) on Dec. 17, 2021, listing $447,708 in assets and $1,379,562 in liabilities. Mitchell Cohen, president of Linden Cab, signed the petition. Judge Nancy Hershey Lord oversees the case. Alla Kachan, Esq., at the Law Offices Of Alla Kachan P.C., serves as the Debtor's bankruptcy counsel. LIONS GATE: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B' issuer credit rating on independent studio Lions Gate Entertainment Corp. and its 'CCC+' issue-level rating on its unsecured debt. At the same time, S&P raised its issue-level rating on the company's secured debt to 'BB-' from 'B+'. S&P said, "Our stable outlook reflects our expectation that content investments and favorable secular demand for entertainment will allow Lions Gate to grow revenue substantially in its motion picture, TV, and media networks segments over the next two years, improve its cash flow generation, and maintain ample liquidity to fund the business. "Our 'B' rating and stable outlook reflect our expectations that, despite the company's high leverage and negative cash flow in fiscal 2022, Lions Gate continues to maintain favorable liquidity to fund its film and TV content investments, which we expect will result in growing revenue and improving cash flows over the next two years. "Cash content costs have been substantial, but we expect Lions Gate to maintain favorable liquidity. Lions Gate has ramped up its content production as the business has recovered from the COVID-19 pandemic. For its motion picture segment, production is focused both on in-theater and in-home viewing opportunities. For its TV segment, in addition to third-party sales, more content is being produced for Starz to bolster its domestic and international subscriber growth on those platforms. To support this future revenue development, cash content costs have been very high with roughly $1.7 billion spent year to date for fiscal 2022. Furthermore, due to delays in releasing content, Lions Gate has only amortized roughly $1.1 billion in content expense year to date. As a result of this mismatch, working capital is substantially negative and we expect it to remain so for the remainder of this fiscal year. Unsurprisingly, this dynamic has had a negative impact on credit metrics, and we expect fiscal 2022 leverage will be very high in the high-10x area and FOCF to debt will be substantially negative. "However, while near-term credit metrics are poor, we highlight that the company has partially funded these content investments through asset sales, asset securitizations, and production loans all the while maintaining an undrawn revolver of $1.25 billion and more than $300 million of cash on its balance sheet as of Dec. 31, 2021. We view its credit metrics as worse than its rated peers but acknowledge that its ample liquidity sources will provide Lions Gate with an ability to cover any shortfalls in its debt fixed charges and investment needs should organically generated cash flows become delayed. As such, we believe this liquidity will enable the company to maintain sufficient credit quality at the 'B' rating level if Lions Gate's competitive position holds, revenues continue to grow, and content investments achieve significant cash on cash returns over the next two years. "We expect Media Networks revenue to grow over the next two years despite increasing competition amongst streamers. In our view, the increased content sold to Starz from Lions Gate's TV segment should promote improving demand for this premium network and result in increasing subscribers and revenue over the next two years. We don't believe Starz' linear and over-the-top (OTT) platforms can directly compete with the larger, better funded, general entertainment offerings of peers like Disney and Netflix. Nevertheless, we believe Starz can still grow its subscriber base through servicing its key target demographics, namely women and the African American community. We expect this strategy will result in domestic Starz subscriber growth in the mid-single digit percentage area over the next two years, as growth in OTT offerings compensate for steady declines in the subscriber base in linear networks as cord-cutting continues. We expect Starz international to continue its strong annual subscriber growth in the mid-30% area over the next two years due to the expansion of its OTT offerings overseas. In our view, the company's growth targets will require continued promotional activity in its various end markets, especially international locations, and this will likely result in sustained high marketing costs at Starz International and limited average revenue per user (ARPU) growth opportunities during the next two years. "Despite our growth expectations for Media Networks, we believe a major risk to Lions Gate's credit quality overall is the possibility that its upfront cash investments made for TV series sold to Starz may not result in sufficient subscriber and revenue growth on its platforms." This could impair the company's return on these investments, weaken Lions Gate's competitive position, hinder cash proceeds from the Media Networks segment, and cause credit metrics to remain poor. Secular demand for film and TV content in the marketplace remains favorable. With the acquisition of Metro-Goldwyn-Mayer Inc. (not rated) by Amazon.com Inc. in March 2022, Lions Gate remains one of the few independent film and TV studios in the U.S. marketplace. S&P said, "We believe this positions Lions Gate's studios favorably as a third-party provider of content to the media industry, especially streamers. Industry participants continue to build out their various streaming platforms and, in many cases, require owned or licensed content produced by third parties (i.e., Lions Gate) to show on those platforms in addition to what they are able to develop in-house. In our view, this means that Lions Gate's capabilities and studio offerings will continue to remain in demand." S&P said, "However, when it comes to the impact on Lions Gate's profitability and cash flows, we note that the economics of any deal are subject to negotiations and often dependent on the ultimate ownership of content rights. In general, Lions Gate makes a higher near-term EBITDA margin on content it does not ultimately retain the rights to, often achieved through a cost-plus model. Conversely, in some cases Lions Gate will produce TV series at a small loss (especially first and second season TV series) if it ultimately retains rights to that content, which it can license to third parties at a higher margin later. From our perspective, this deficit financing is a riskier opportunity for Lions Gate because the returns on future licensing deals of content it owns may not achieve the return on investment it was aiming for. Nevertheless, we acknowledge that demand for licensed content has been robust with Lions Gate's high-margin film and TV library revenues reaching about $770 million for the past 12 months ended Dec. 31, 2021. We expect this content ownership dynamic could keep EBITDA margins suppressed over the next two years before margins improve as either higher-margin seasons in TV series are produced or as Lions Gate can monetize its content ownership through library sales. "Our stable outlook reflects our expectation that content investments and favorable secular demand for entertainment will allow Lions Gate to grow revenue substantially in its motion picture, TV, and media networks segments over the next two years, improve its cash flow generation, and maintain ample liquidity to fund the business. We believe leverage will remain elevated over the next two years due to ongoing content production and marketing expenses, but EBITDA margins should remain stable. We expect FOCF to debt to achieve breakeven levels in fiscal 2023 with leverage declining from the high-10x area in fiscal 2022 to the high-8x area in fiscal 2023 and improving further thereafter." S&P could lower the rating if: -- The company's liquidity deteriorates such that Lions Gate significantly relies on its $1.25 billion revolver to service its investment costs and debt fixed charges; or -- The margin of compliance on its covenants declines toward 15%; or -- S&P believes the company's market positioning among studios and OTT providers deteriorates such that its business will face additional challenges in a highly competitive marketplace. These scenarios could occur if revenue growth slows substantially, OTT revenue or subscriber growth at Starz stalls or declines, and the company suffers from substantial free cash flow deficits over the next couple of years. S&P could raise the rating if the company increases organic revenue, expands its EBITDA margins, and achieves substantial organic cash flow generation such that it is able to lower its S&P Global Ratings-adjusted debt burden significantly, achieving leverage at or below 5.5x and FOCF to debt consistently above 5% with improving trends. ESG credit indicators: E-2, S-2, G-2 LSL GRIFFIN: Seeks to Hire Hulien & Company LLC as Accountant ------------------------------------------------------------- LSL Griffin Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to hire Hulien & Company, LLC as its accountant. The Debtor requires the assistance of an accountant to prepare its tax returns and financial projections. Thomas Hulien, CPA, owner of Hulien & Company, disclosed in a court filing that his firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas C. Hulien, CPA Hulien & Company, LLC 20 Tremont St., Suite 12 Duxbury, MA 02332 Phone: +1 781-582-1136 Email: thomas@hulientaxlaw.com About LSL Griffin Group LSL Griffin Group, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.R.I. Case No. 22-10123) on March 2, 2022, listing up to $50 million in assets and up to $10 million in liabilities. David Madoff serves as the Subchapter V trustee. Judge Diane Finkle oversees the case. Russell D. Raskin, Esq., at Raskin & Berman, and James P. Creighton, Esq., a practicing attorney in Johnston, Rhode Island, serve as the Debtor's bankruptcy counsel and special counsel, respectively. Hulien & Company, LLC is the Debtor's accountant. LSL GRIFFIN: Seeks to Hire James Creighton as Special Counsel ------------------------------------------------------------- LSL Griffin Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to hire James Creighton, Esq., a practicing attorney in Johnston, R.I., as its special counsel. The Debtor requires the services of a special counsel to address tenancy issues. As disclosed in court filings, Mr. Creighton is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Creighton holds office at: James P. Creighton, Esq. 1405 Plainfield Street Johnston, RI 02919 Phone: 401 944-2647 About LSL Griffin Group LSL Griffin Group, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.R.I. Case No. 22-10123) on March 2, 2022, listing up to $50 million in assets and up to $10 million in liabilities. David Madoff serves as the Subchapter V trustee. Judge Diane Finkle oversees the case. Russell D. Raskin, Esq., at Raskin & Berman, and James P. Creighton, Esq., a practicing attorney in Johnston, Rhode Island, serve as the Debtor's bankruptcy counsel and special counsel, respectively. Hulien & Company, LLC is the Debtor's accountant. LSL GRIFFIN: Seeks to Hire Raskin & Berman as Bankruptcy Counsel ---------------------------------------------------------------- LSL Griffin Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to hire Raskin & Berman to serve as legal counsel in its Chapter 11 case. The Debtor requires legal assistance to address objections to the case by a state court-appointed receiver, address claims of creditors, and formulate a plan of reorganization. Russell Raskin, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $300. He received a retainer in the amount of $15,000. Mr. Raskin disclosed in a court filing that he is a disinterested person within the meaning of Section 101(14) of the Code. The firm can be reached through: Russell D. Raskin, Esq. Raskin & Berman 116 East Manning Street Providence, RI 02906 Phone: (401) 421-1363 About LSL Griffin Group LSL Griffin Group, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.R.I. Case No. 22-10123) on March 2, 2022, listing up to $50 million in assets and up to $10 million in liabilities. David Madoff serves as the Subchapter V trustee. Judge Diane Finkle oversees the case. Russell D. Raskin, Esq., at Raskin & Berman, and James P. Creighton, Esq., a practicing attorney in Johnston, Rhode Island, serve as the Debtor's bankruptcy counsel and special counsel, respectively. Hulien & Company, LLC is the Debtor's accountant. MASHANTUCKET (WESTERN): S&P Lowers Term Loan B Rating to 'D' ------------------------------------------------------------ S&P Global Ratings lowered its issue-level rating on U.S. casino operator Mashantucket (Western) Pequot Tribe's term loan B to 'D' from 'CCC-'. S&P's issuer credit rating on the Tribe remains 'SD' (selective default). S&P said, "The downgrade to 'D' reflects our view that Mashantucket's agreement with its lenders to extend the maturity of its term loan B to Feb. 16, 2025 from Feb. 16, 2022 is tantamount to a default, although no legal default has occurred, because lenders are receiving less than the original promise without adequate offsetting compensation in the form of fees or increased interest. We view this action as distressed and tantamount to a default--rather than opportunistic--because, apart from this extension, the Tribe would have faced the real possibility of a conventional default given its highly leveraged capital structure and insufficient cash flow to repay the term loan at its maturity. Furthermore, we believe the Tribe would likely have been unable to access the capital markets to refinance its term loan as it is currently unable to make full and timely debt service payments to its junior debtholders. "We expect to raise the issue-level rating on the term loan B back into the 'CCC' category as soon as practicable following this action. Our issuer credit rating on the Tribe will remain 'SD' (selective default) because The Tribe is unable to make full and timely debt service payments to its junior debtholders due to a blocking notice from its senior lenders." METROHAVANA TOWN: 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 case of MetroHavana Town Homes, LLC, according to court dockets. About MetroHavana Town Homes Miami–based MetroHavana Town Homes, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-11349) on Feb. 18, 2022, listing as much as $10 million in both assets and liabilities. Soneet Kapila serves as the Subchapter V trustee. Judge Laurel M. Isicoff oversees the case. Christina Vilaboa-Abel, Esq., at Cava Law, LLC, is the Debtor's counsel. 850 Southwest 14th Avenue-10215686, LLC, as lender, is represented by Shutts & Bowen, LLP. MUSCLE MAKER: Incurs $8.2 Million Net Loss in 2021 -------------------------------------------------- Muscle Maker, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $8.18 million on $10.35 million of total revenues for the year ended Dec. 31, 2021, compared to a net loss of $10.10 million on $4.47 million of total revenues for the year ended Dec. 31, 2020. Muscle Maker reported a net loss of $28.39 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $29.43 million in total assets, $5.04 million in total liabilities, and $24.39 million in total stockholders' equity. The Company's primary source of liquidity is cash on hand. As of Dec. 31, 2021, the Company had a cash balance, a working capital surplus and an accumulated deficit of $15,766,703, $15,041,334, and $71,369,837, respectively. During the year ended Dec. 31, 2021, the Company incurred a pre-tax net loss of $8,176,130 and net cash used in operations of $6,392,711. The Company believes that its existing cash on hand and future cash flows from its franchise operations, will be sufficient to fund its operations, anticipated capital expenditures and repayment obligations over the next twelve months. Management Commentary Michael Roper, CEO of Muscle Maker, Inc., commented, "The recently posted 2021 financial results show an increase in restaurant sales growth of 154% and an increase in net system-wide operating restaurants by 28%. Not only have we experienced a top line revenue increase, we are also seeing our operating metrics improve year over year as the new entities are integrated into the overall Muscle Maker Inc., portfolio of companies. We are seeing improvements in our operating expenses across all major categories, as a percentage of restaurant sales: * food/paper costs improved by 2.1% * labor costs improved by 31.4% * rent improved by 5.3% * other operating expenses improved by 5.9% "In addition, our overall G&A improved by 5.6% compared to prior year even after integrating our acquisitions of Pokemoto and Superfit Foods in 2021." Roper continued, "We are very excited to finally be able to fully execute against our growth strategy while improving our liquidity position. Over the last year, we had multiple growth-oriented announcements, including: acquisition of SuperFit Foods, acquisition of Pokemoto, launching our Pokemoto franchising strategy which has already resulted in 31 franchise agreements signed and signing a 40-unit Muscle Maker Grill development deal in Saudi Arabia. During this period, we have also increased our liquidity position. As of December 31, 2021, we had a cash balance of $15,766,703. We believe that our existing cash on hand and future cash flows from our operations and franchise growth strategy, will be sufficient to fund our operations, anticipated capital expenditures and repayment obligations over the next twelve months. As a result, the recent audit allowed the removal of the Going Concern for 2022." "Our strategy focuses on growing the Pokemoto brand through franchising and strategically placed company-owned and operated locations seeding key markets for future franchise expansion. We currently have roughly $15 million in working capital to deploy against this strategy and have begun executing against this plan. We have already signed 31 franchise agreements and opened six new locations over the last few months with three additional locations under construction. We are sharpening our pencils to reduce costs in the Muscle Maker Grill restaurant division while exploring opportunities to co-brand these locations with the Pokemoto brand or convert fully to Pokemoto eateries. SuperFit Foods remains an important part of our portfolio of companies, and we will focus on expanding our presence in the Jacksonville Florida market by increasing the total number of pick-up locations while looking at ways to expand the concept overall. We expect that the full growth engine will come from franchising and expanding Pokemoto." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1701756/000149315222007100/form10-k.htm About Muscle Maker Headquartered in League City, Texas, Muscle Maker is the parent company of "healthier for you" brands delivering food options to consumers through traditional and non-traditional locations such as military bases, universities, ghost kitchens, delivery and direct to consumer ready-made meal prep options. Brands include Muscle Maker Grill restaurants, Pokemoto Hawaiian Poke, SuperFit Foods meal prep and multiple ghost kitchen brands such as Meal Plan AF, Wrap it up Wraps, Bowls Deep, Burger Joe's, MMG Smoothies, Mr. Tea's House of Boba, Gourmet Sandwich Co and Salad Vibes. NEW CONSTELLIS: Moody's Lowers CFR & First Lien Term Loan to Caa1 ----------------------------------------------------------------- Moody's Investors Service downgraded its ratings for New Constellis Borrower LLC, including the corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3-PD. Concurrently, Moody's downgraded the ratings on the company's first lien senior secured term loan to Caa1 from B2 and second lien senior secured term loan to Caa2 from Caa1. The ratings outlook is negative. Downgrades: Issuer: New Constellis Borrower LLC Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured 1st Lien Term Loan, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Secured 2nd Lien Term Loan, Downgraded to Caa2 (LGD5) from Caa1 (LGD4) Outlook Actions: Issuer: New Constellis Borrower LLC Outlook, Changed To Negative From Stable The ratings downgrades reflect the company's significant underperformance versus Moody's expectations since completing its distressed exchange in April 2020. The growth in revenue and earnings that was expected to occur since then has not materialized. Revenues have declined and the company has yet to turn an operating profit, which has led to very weak credit metrics. Additionally, the inability to grow revenue and persistent operating losses due to an inability to appropriately price contracts and contain costs, governance considerations under Moody's ESG framework, were key considerations of the rating action. The negative outlook reflects the uncertainty regarding the company's ability to meaningfully improve its operating profitability, which is required to achieve recurring annual free cash flow that will allow the company to derisk its capital structure. RATINGS RATIONALE The Caa1 CFR reflects the company's weak financial performance and expected challenges in driving a near-term positive inflection in operating earnings and cash flows that would strengthen its financial position. The ratings recognize the negative impact of the US' withdrawal from Afghanistan in 2021 on the company's revenue and the potential for re-compete and new business wins to make up for those losses on the revenue line during the next 12 to 24 months. However, the company has a track record of generating operating losses. Effective cost containment and improved pricing of contracts will be integral to expanding margins going forward. Moody's considers the company's liquidity to be weak. While cash on hand can reach about $20 million and the revolver was increased to a $150 million commitment, the company required a waiver from its fixed charge coverage ratio covenant and has no alternate liquidity sources in the event of lost access to the revolver. Improved cash flow in 2022 and achieving positive free cash flow relies on material improvements in working capital, particularly collecting certain accounts receivable. THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Moody's expects that operating profits will not turn positive. Expected negative free cash flow could also lead to a ratings downgrade. The ratings could be upgraded if the company sustains positive operating margins of more than 3%. Sustaining positive free cash flow that is used to reduce debt and lower debt/EBITDA to below 8x could also lead to a positive rating action. Headquartered in Herndon, Virginia, New Constellis Borrower LLC is a provider of essential risk management services, such as security, training, and global support services to government and commercial clients throughout the world. Revenues for the twelve months ended September 30, 2021 were about $1.3 billion. The company is majority-owned by the former first lien lenders of Constellis Holdings, LLC following a financial restructuring that concluded March 27, 2020. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. NEWSTREAM HOTEL: Seeks Court Approval to Hire Interest Rate Expert ------------------------------------------------------------------ Newstream Hotel Partners-ABQ, LP and Newstream Hotels & Hospitality, LLC seek approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Lucas Valuation Group, LLC, an interest rate expert in Keller, Texas. The Debtors require an interest rate expert to testify as to the feasibility of their Chapter 11 plan and the applicable interest rate to be charged related to confirmation of the plan. Lucas Valuation Group's services will include analysis of financials and other information provided by the Debtors, the plan, and other applicable market data necessary to prepare its report. The firm's work will also include the preparation of a report to be used at a contested confirmation hearing. The firm has agreed to provide the services for a flat fee of $5,000 and has agreed to provide up to 10 hours of deposition and courtroom time for an additional $2,500. To the extent deposition and courtroom time exceeds 10 hours, Christopher Lucas, the owner of Lucas Valuation Group, will charge $250 per hour. Lucas Valuation Group received a retainer in the amount of $2,500 and another payment of $2,500 due for the remaining balance for preparation of the report from a non-debtor third party. As disclosed in court filings, Lucas Valuation Group is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lucas Valuation Group 504 Arcadia Ct. Keller, TX 76248 Tel: (646) 415-2000 Email: chris.lucas@lvg-llc.com About Newstream Hotel Newstream Hotel Partners-ABQ, LP owns a full-service hotel, the SureStay Plus Hotel by Best Western Albuquerque I40 Eubanks, located at 10330 Hotel Avenue NE, Albuquerque, N.M. Newstream Hotel Partners-ABQ and affiliate, Newstream Hotels & Hospitality, LLC, filed voluntary petitions for Chapter 11 protection (Bankr. E.D. Texas Lead Case No. 21-41212) on Aug. 30, 2021. In their petitions, Newstream Hotel Partners listed up to $10 million in both assets and liabilities while Newstream Hotels & Hospitality listed up to $50,000 in assets and up to $10 million in liabilities. Judge Brenda T. Rhoades oversees the cases. Spencer Fane, LLP serves as the Debtors' bankruptcy counsel. NEXTPLAY TECHNOLOGIES: Partners With Payments Provider TruCash -------------------------------------------------------------- NextPlay Technologies, Inc. has partnered with TruCash Group of Companies Inc., a global payments provider, to launch NextBank Payments, which will include (but not be limited to) Mobile Wallets, Mobile Payments, Credit cards, Debit Cards, and Prepaid products. In addition, NextBank will have the opportunity to offer NextBank's international banking services to TruCash's millions of account holders worldwide. Through its unique partnerships with top global networks, TruCash provides customized prepaid Visa card solutions that offer a full range of payment options, benefits and rewards. TruCash will provide NextBank a comprehensive mobile wallet, which will include (but not be limited to) a debit and credit card infrastructure, which will include the implementation and management of loyalty programs for credit card issuance, merchant acquiring services and worldwide remittance services. "As an award-winning leader in the space, TruCash is a great partner for launching our first card services," stated Todd Bonner, chairman of NextPlay Technologies and head of NextPlay's fintech division. "They bring more than 25 years of experience in financial services along with worldwide coverage that we believe aligns perfectly with our mission and complementary capabilities." NextBank operates under a special license that permits banking for customers around the world in multiple currencies. The partnership with TruCash will enable NextBank to issue cards to customers in nearly every country around the globe, further expanding NextBank's services. NextBank plans to offer its new credit card services to partners throughout the world, such as under the recently announced agreement for members of the ABCC cryptocurrency exchange. Once implemented, Crypto exchange and other digital economy companies and their customers will be able to establish credit card and other accounts with NextBank, where they will be able to bank in fiat (government issued) currencies and easily move between fiat and their crypto assets. The new partnership will also involve NextBank providing TruCash customers depository services (subject to customary compliance requirements), as well as commercial loans, residential mortgage loans, micro loans and wire transfers. Revenue generated by such transactions will be split between NextBank and TruCash. "We look forward to serving both traditional and crypto customers as they connect their digital assets to the global financial system," added Bonner, "as well providing TruCash our premium international banking services. "We expect that exchanges and digital services providers with customers around the world will benefit from the reach and scope of NextBank's expanded capabilities once the partnership with TruCash is fully implemented. Traditional businesses with international operations will be able to unify their banking through NextBank's worldwide capabilities, rather than applying for and maintaining banking relationships in individual countries. "We chose NextBank as a partner because they solve fundamental challenges faced by all international business like ours," commented TruCash president, Diana Fletcher. "This includes the unification and organization of multiple international banking relationships and various international accounts. NextBank's ability to extend banking services to multinational and international customers from a safe, U.S.-regulated bank is unique and long overdue in our new digitally-connected world." Once implemented, NextBank customers will be able to access NextBank credit card and international banking services via the NextBank Wallet mobile app. An Apple iOS version is available for download from the Apple store here and an Android version is available here The new joint offering from TruCash and NextBank is expected to benefit from the rapidly growing global financial technology market, which is projected to grow at a compound annual growth rate of approximately 25% from 2022 to approximately US$324 billion by 2026, according to a Market Data Forecast. About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. The Company reported a net loss of $16.51 million for the year ended Feb. 28, 2021, compared to a net loss of $9.45 million for the year ended Feb. 29, 2020. As of Nov. 30, 2021, the Company had $120.96 million in total assets, $31.01 million in total liabilities, and $89.95 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 7, 2021, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. OMNIQ CORP: Awarded $3.5 Million Service Project ------------------------------------------------ OMNIQ Corp. has been awarded a three year service project valued at approximately $3.5 million by a worldwide Transport and Logistics multinational leader. The Customer is an industry leading third party logistics firm, performing contract distribution for many different industries and companies throughout the world. OMNIQ will service advanced equipment it supplied the Customer a few years ago. Shai Lustgarten, President and CEO of OMNIQ, stated, "We started 2022 with a record backlog of orders for all our product lines, proving the strength of our strategy and solutions. "The newly received $3.5 million project represents another vote of confidence from a multibillion dollar corporation that keeps procuring its critical needs for its operations from us. We reaffirm our solid position as suppliers of sophisticated computerized equipment to leading Fortune 500 companies." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp. reported a net loss attributable to common stockholders of $11.31 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $5.31 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $35.86 million in total assets, $44.50 million in total liabilities, and a total stockholders' deficit of $8.64 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. OU MEDICINE: Moody's Cuts Revenue Bond Rating to Ba2, Outlook Neg. ------------------------------------------------------------------ Moody's Investors Service downgraded OU Medicine, Inc.'s (now OU Health, OUH) (OK) revenue bond rating to Ba2 from Baa3. The outlook remains negative. The system had approximately $1.3 billion of debt. RATINGS RATIONALE The magnitude of the downgrade to Ba2 reflects projected cashflow in fiscal 2022 that will be materially below prior expectations, from an escalation of labor costs, and reliance on a financing to avoid a further decline in already weak liquidity and potential covenant breach. Also, the rating action reflects execution risk given a prolonged period of management turnover with several key positions unfilled or filled with interim leaders, a governance consideration under Moody's ESG classification. Staff shortages will constrain the system's ability to fully recover from the pandemic and meet high patient demand following the completion last year of a major facility expansion to alleviate capacity issues. OUH will be evaluating financing options to provide liquidity and avoid a covenant breach. The rating continues to reflect OUH's high leverage following its buyout from HCA in 2018 and high competition from other healthcare systems and physician-owned facilities in the absence of Certificate of Need regulations. Despite these significant challenges, the rating favorably incorporates the potential for financial assistance from several closely affiliated public bodies, which would slow the decline in cash and/or help avoid a covenant breach and event of default. The system's unique ties to the State of Oklahoma through The University Hospitals Trust (the Trust), OUH's sole corporate member and a public body with state board representatives, will continue to facilitate large and growing supplemental reimbursement. Additionally, the Trust's financial resources and commitment to OUH's mission indicate an ongoing willingness and ability to support the system, including providing grants for capital projects and temporary liquidity for cashflow management. An additional source of liquidity could be sizable state grants for strategic capital projects, if approved later this year. Although not obligated on OUH's bonds, the system also benefits from close clinical and financial affiliations with the University of Oklahoma Health Sciences Center (University) and the OU Foundation, the latter of which has a financial interest in OUH as a lender. The definitive agreement related to the faculty merger last year stipulates that the University may provide additional liquidity to meet the covenant for FYE 2022 if certain conditions are in place. Benefits from Medicaid expansion and growing retail and contract pharmacy programs will continue to help margins. RATING OUTLOOK The negative outlook reflects risks to achieving margin improvement and meeting liquidity projections by fiscal yearend 2022, given ongoing and significant labor challenges and related costs, as well as leadership turnover. There is increased risk of a liquidity breach at fiscal year-end 2022. The outlook also reflects risks of maintaining margins and liquidity in fiscal 2023 when large academic support payments to the University are expected to resume. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Material reduction in balance sheet and operating leverage Meaningful and sustained liquidity growth Return to and maintenance of strong cashflow margins FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Increased risk of covenant breach Inability to improve margins in fiscal 2022, compared with fiscal 2021 Absolute liquidity below expectations Adverse change in relationships with related entities Incremental leverage or weakening of leverage metrics beyond expectations Dilutive acquisition or merger LEGAL SECURITY OU Medicine, Inc. is the borrower and sole member of the obligated group. OU Medicine, Inc. owns (in the case of Oklahoma Children's Hospital leases) and operates the three hospitals whose assets and operations are included in the obligated group. OU Health Partners is currently not part of the obligated group. Security for the bonds includes unrestricted receivables and a mortgage on certain property (including University of Oklahoma Medical Center and Edmond Medical Center). The MTI allows for a replacement master indenture if certain rating and financial tests are met. PROFILE Effective February 1, 2018, OU Medicine, Inc. (OUM) became the owner and operator of the health system previously known as OU Medical System. OU Medicine is a system of three acute care hospitals, an ambulatory surgery center and operates other related clinics and other access points, composed of: University of Oklahoma Medical Center in Oklahoma City, Edmond Medical Center in Edmond, Oklahoma and Oklahoma Children's Hospital in Oklahoma City. The hospitals serve as teaching and training facilities for students enrolled at the University of Oklahoma Health Sciences Center. Effective July 1, 2021, OUM combined with OU Physicians, the faculty practice plan, to form OU Health. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. PRIME ECO: Seeks to Hire Edgardo E. Colon as Special Counsel ------------------------------------------------------------ Prime Eco Group, Inc. and Prime Eco Supply, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Edgardo E. Colon, P.C. as its special counsel. The Debtor requires legal assistance in the negotiation of possible corporate ownership restructuring, merger or sale of all or substantially all of its assets. The firm will charge $250 per hour for work performed by Edgardo Colon, Esq., the firm's owner. Mr. Colon assured the court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Edgardo E. Colon, Esq. Edgardo E. Colon, P.C. 4601 Washington Ave., Suite 200 Houston, TX 77007 Tel: (713) 520-1064 Email: edgar@colonlawfirm.com About Prime Eco Group and Prime Eco Supply Prime Eco Group, Inc. is a manufacturer of specialty chemicals in Wharton, Texas. Prime Eco Group and its affiliate, Prime Eco Supply, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 21-32560) on July 30, 2021. At the time of the filing, Prime Eco Group disclosed $3,057,685 in assets and $3,587,476 in liabilities while Prime Eco Supply disclosed $107,969 in assets and $527,681 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped the Law Office of Margaret M. McClure as bankruptcy counsel, Edgardo E. Colon P.C. as special counsel, Abunden LLC as financial advisor, and Wells & Bedard P.C. as accountant. PUERTO RICO: Teachers Groups Say Changes in Pension Go Too Far -------------------------------------------------------------- Rick Archer of Law360 reports that a trio of Puerto Rican teachers associations continued their press to have the First Circuit override changes to educators' pension in the commonwealth's restructuring plan, saying the federal judge who approved the plan let the island's fiscal board overstep its bounds. In a motion filed Monday, March 21, 2022, the associations said U.S. District Judge Laura Swain erred in approving the Puerto Rico Financial Oversight and Management Board's restructuring plan, saying the plan would make changes to the Puerto Rican laws on teacher retirement beyond what the board is allowed to do. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. * * * The two Title III plans of adjustment have been confirmed to date, for the Commonwealth and COFINA debtors. PULMATRIX INC: Regains Compliance With Nasdaq Listing Requirements ------------------------------------------------------------------ Pulmatrix, Inc. received written notice from the Nasdaq Listing Qualifications Staff of the NASDAQ Stock Market LLC stating that the Company regained compliance with the applicable Nasdaq minimum bid price continued listing requirement and the matter is now closed. The Company had previously been notified by Nasdaq on Aug. 17, 2021 that it was not in compliance with the minimum bid price requirement because its common stock failed to maintain a minimum bid price of $1.00 for 30 consecutive business days. In order to regain compliance with Nasdaq Listing Rule 5550(a)(2), the Company was required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive trading days, which was achieved March 14, 2022. 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. PURDUE PHARMA: Court Freezes Opioid Suit Again Amid Ch.11 Appeal ---------------------------------------------------------------- Rachel Scharf of Law360 reports that a New York bankruptcy judge Wednesday, March 23, 2022, froze opioid litigation against Purdue Pharma for another month while the defunct drugmaker seeks Second Circuit approval for its newly beefed-up Chapter 11 plan. U.S. Bankruptcy Judge Robert Drain granted Purdue's unopposed motion to extend the preliminary injunction -- first issued in October 2019 and stretched a number of times since -- until the next hearing date April 27, 2022. Judge Drain said further extension is warranted since the Second Circuit has expedited Purdue's appeal of a lower court order vacating the Chapter 11 plan. About Purdue Pharma Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. Purdue filed its Chapter 11 Plan on March 15, 2021. A 12th amended Chapter 11 plan was filed on Sept. 2, 2021, which was confirmed on Sept. 17. Purdue divides the claims against it into several categories, one of which it calls "PI Claims," consisting of claims "for alleged opioid-related personal injury." The plan provides for the creation of the "PI Trust," which will administer all PI Claims. The trust will be funded with an initial distribution of 300 illion on the effective date of the Chapter 11 plan, followed by a distribution of $200 million in 2024, and distributions of $100 million in 2025 and 2026. In sum, "[t]he PI Trust will receive at least $700 million in value, and may receive an additional $50 million depending on the amount of proceeds received on account of certain of Purdue's insurance policies." The Plan further provides that Purdue's ability to recover from its insurers will be vested in a "Master Disbursement Trust." To the extent any proceeds are recovered from Purdue's insurers with respect to the PI Claims, up to $450 million of those proceeds will be channeled from the MDT to the PI Trust. However, the PI Trust will be funded regardless of whether anything is recovered from Purdue's insurers. Instead, "[d]istributions to the PI Trust are subject to prepayment on a rolling basis as insurance proceeds from certain of Purdue's insurance policies are received by the MDT and paid forward to the PI Trust." QHC FACILITIES: Court Approves Nursing Home Sale to Cedar Health ---------------------------------------------------------------- Clark Kauffman of Iowa Capital Dispatch reports that East Coast developer, Cedar Health Group, is poised to take over bankrupt nursing home chain, QHC Facilities, in Iowa. A federal judge has approved the sale of an Iowa nursing home chain to an East Coast developer who specializes in bankrupt properties. QHC Facilities, which owns eight skilled-nursing facilities and two assisted-living centers in Iowa, filed for bankruptcy in late December. The previous owner of the company, Jerry Voyna, died last 2021. His wife, Nancy, took over the company and filed for bankruptcy soon after. She died in January, leaving the company to her son. He has been pursuing a sale of the company and all of its assets. A federal bankruptcy court judge has approved the sale of QHC and its assets to Cedar Health Group, a holding company based in Lakewood, N.J. Cedar is part of a network of companies run by real estate developer Mark Tress, who specializes in acquiring distressed properties. According to comments made at a public hearing last 2021 by Tress and Chaim Rottenberg, a former nursing home administrator, the two men, along with Stephen Werdiger, formed Cedar Health Group in 2018. Last 2021, Cedar paid $11.4 million for the bankrupt and shuttered Westlake Hospital in Melrose Park, Ill., with plans to reopen it. They have also launched a network of long-term, acute care hospitals in Louisiana. In 2018, the Asbury Park Press reported that Tress helped families in Lakewood, N.J., who were involved in a controversial Medicaid-fraud amnesty program. Under that state-approved program, families had to repay only a portion of the money that was wrongly collected, and they could do so by borrowing from a pool of money donated by a few dozen people. It was Tress who helped organize the fundraising for the pool, the Press reported. In a 2019 interview with the Palm Beach Post, Tress said his companies at that time owned about 12 hospitals and health care facilities in several states. At the time, Tress’ acquisition of the bankrupt Jerome Golden Center for Behavioral Health in West Palm Beach stirred controversy when mentally disabled residents were forced out amid plans to either sell the property or convert it to market-rate apartments. Under the terms of the sale, QHC creditors who have claims against the company will be barred from pursuing those claims against Cedar Health Group – although they can continue to pursue their claims against QHC, which will soon have cash generated by the sale to satisfy at least a portion of the company's debts. Some of the claims made against QHC are on behalf of taxpayers. On Feb. 3, 2022 for example, the Centers of Medicare and Medicaid Services filed claims against QHC for $1.2 million for Medicare overpayments, advanced payments, and civil monetary penalties. In addition, the Health Resources and Services Administration said it planned to file claims against QHC "in an amount no greater than $5.2 million." QHC is also facing a wrongful death lawsuit brought by the estate of Ellen McCullough, a former QHC Humboldt South resident who died of sepsis in October 2017, allegedly as the result of an untreated pressure sore on one foot. That case, in which QHC is accused of causing McCullough’s death through negligence and dependent adult abuse, is expected to go to trial next month. As part of that case, one of the plaintiff’s expert witnesses has prepared a financial analysis in which she claims the Humboldt facility, on its own, saved $390,000 over a three-year period by staffing the facility at levels below the expectation of federal regulators. QHC is also facing wrongful death claims, including a case filed by the family of Gladys Van Sickle, who died after allegedly sustaining broken bones in a fall at Winterset North. A trial in that case is scheduled for October 2023. QHC's 10 Iowa care facilities have a combined capacity of almost 750 residents. According to CMS, two of QHC's eight skilled-nursing facilities – one in Mitchellville and one in Winterset -- recently faced the termination from the Medicare program, which would have shut off all of the federal funding that flows into those homes for resident care. The potential terminations, which QHC avoided by bringing the homes back into compliance with federal standards, were based on quality-of-care issues and mold-related issues, CMS has said. The bankruptcy court is receiving detailed reports on patient-care issues in the QHC facilities from a court-appointed ombudsman. However, all of her reports are filed with the court under seal and are not available for public inspection. In addition, the Iowa Department of Inspections and Appeals, which oversees nursing homes, has informed the judge that it, too, may be filing reports with the court on patient-care issues, but those, too, will be filed under seal. In recent years, QHC homes have been hit with some of the largest federal fines ever imposed against an Iowa nursing home chain, with inspectors stating the company placed residents in immediate jeopardy due to substandard care. Inspectors alleged last year that the chain’s Mitchellville home was at times staffed by only one low-level nurse aide to look after 40 or more residents. At the time, the director of nursing allegedly told inspectors the home was "falling apart" with "bed-ridden, weakened residents with no one to help them." A nurse aide told inspectors that "everything in the facility is a mess," and a registered nurse reportedly described the situation for inspectors as a "free-for-all, with no leadership from management." QHC's 10 Iowa facilities are: QHC Mitchellville, QHC Winterset North, QHC Winterset South, QHC Madison Square, QHC Fort Dodge Villa, QHC Crestridge, QHC Crestview Acres in Marion, QHC Humboldt North, QHC Humboldt South and QHC Villa Cottages of Fort Dodge. About QHC Facilities Clive, Iowa-based QHC Facilities, LLC, operates eight skilled nursing facilities. The facilities include Crestview Acres in Marion as well as in Tama, Madison, Humboldt, Jackson, Webster and Polk counties and two assisted living centers. Collectively, the facilities have a maximum capacity of more than 700 residents. The company employs roughly 300 full-time and part-time workers. QHC Facilities and its affiliates filed petitions for Chapter 11 protection (Bankr. S.D. Iowa Lead Case No. 21-01643) on Dec. 29, 2021. The affiliates are QHC Management LLC, QHC Mitchellville LLC, QHC Crestridge LLC, QHC Humboldt North LLC, QHC Winterset North LLC, QHC Madison Square LLC, QHC Humboldt South LLC, QHC Villa Cottages LLC, QHC Fort Dodge Villa LLC, and QHC Crestview Acres Inc. QHC Facilities reported $1 million in assets and $26.3 million in liabilities as of the bankruptcy filing. Judge Anita L. Shodeen oversees the cases. Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw Fowler Proctor & Fairgrave, PC, are the Debtors' bankruptcy attorneys. Newmark Real Estate of Dallas, LLC, and Gibbins Advisors, LLC, serve as the Debtors' investment banker and restructuring advisor, respectively. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP and Cutler Law Firm, P.C. serve as the committee's lead bankruptcy counsel and local counsel, respectively. Lincoln Savings Bank, as lender, is represented by: Jeffrey W. Courter, Esq. Nyemaster Goode, P.C. 700 Walnut Street, Suite 1600 Des Moines, IA 50309 Tel: (515) 283-8048 Fax: (515) 283-8045 Email: jwc@nyemaster.com QUANTUM CORP: Launches Rights Offering -------------------------------------- Quantum Corporation's Board of Directors has approved a rights offering available to all holders of record of the Company's common stock, and holders of certain outstanding warrants to purchase shares of Common Stock issued by the Company, as of 5:00 p.m. Eastern Time on March 25, 2022. The Company intends to distribute to all holders of Common Stock and Participating Warrants as of the Record Date, with respect to each share of Common Stock, including shares of Common Stock issuable upon the exercise of Participating Warrants, subscription rights to purchase approximately 0.422572999 of a share of Common Stock, at a subscription price per share equal to $2.25 per whole share. If the rights offering is fully subscribed, the Company expects to receive gross proceeds of approximately $67.5 million, before expenses related to the rights offering. The rights offering will include an over-subscription right to permit each rights holder that exercises its basic subscription rights in full to purchase additional shares of Common Stock that remain unsubscribed at the expiration of the offering. The availability of over-subscription rights will be subject to certain terms and conditions, including pro rata adjustments (if any), to be set forth in the offering documents. The Company has separately entered into an Investment Commitment Agreement with Neuberger Berman Investment Advisers LLC on behalf of itself and certain funds managed by it, BRF Investments, LLC, B. Riley Securities, Inc., BRC Partners Opportunity Fund, LP, and certain of its other existing security holders, pursuant to which the Committed Purchasers have agreed to, subject to certain conditions, exercise their basic subscription rights in full, and certain funds managed by Neuberger Berman and certain other Committed Purchasers have further agreed to exercise over-subscription rights for the unsubscribed portion of the basic subscription rights, for up to an aggregate of approximately $53.5 million in the rights offering, subject to certain ownership limitations, pro rata adjustments (if any), and other conditions as set forth in the Investment Commitment Agreement. The subscription rights will be non-transferable. In connection with the rights offering, the Company has also entered into an amendment to the Term Loan Credit and Security Agreement and an amendment to the Amended and Restated Revolving Credit and Security Agreement to among other things, waive compliance with certain financial covenants. The rights offering will be made pursuant to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission, which became effective on Dec. 9, 2020, and a prospectus supplement to be filed with the SEC as soon as practicable following the Record Date. When available, a copy of the prospectus supplement may be obtained at the website maintained by the SEC at www.sec.gov. The Company currently expects to use the proceeds from the offering for working capital and general corporate purposes, as well as partial repayment of the Company's indebtedness. The Company will have broad discretion as to the use of any proceeds from the rights offering. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com-- provides technology and services that stores and manages video and video-like data delivering streaming for video and rich media applications, along with low cost, high density massive-scale data protection and archive systems. The Company helps customers capture, create and share digital data and preserve and protect it for decades. For the nine months ended Dec. 31, 2021, the Company reported a net loss of $24.47 million. Quantum reported a net loss of $35.46 million for the year ended March 31, 2021, compared to a net loss of $5.21 million for the year ended March 31, 2020. As of Dec. 31, 2021, the Company had $187.64 million in total assets, $310.42 million in total liabilities, and a total stockholders' deficit of $122.78 million. RENAISSANCE CAPITAL: Seeks to Hire Jones & Walden as Legal Counsel ------------------------------------------------------------------ Renaissance Capital Management, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Jones & Walden, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing those legal services incidental and necessary to the day-to-day operations of the Debtor's business, including, but not limited to, the institution and prosecution of necessary legal proceedings, and general business legal advice; (f) taking other actions incident to the proper preservation and administration of the Debtor's estate and business. The hourly rates charged by the firm's attorneys and paralegals are as follows: Attorneys $225 to $400 Paralegals $90 to $125 The firm holds a $17,403.90 retainer. Leslie Pineyro, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leslie M. Pineyro, Esq. Jones & Walden, LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About Renaissance Capital Management Renaissance Capital Management, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-51940) on March 10, 2022, listing up to $100,000 in assets and up to $500,000 in liabilities. Gary Murphey serves as the Subchapter V trustee. Aaron R. Anglin, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. RESHAPE LIFESCIENCES: To Release Year End Results on March 28 ------------------------------------------------------------- ReShape Lifesciences Inc. will report its financial results for the year-ended Dec. 31, 2021, including a corporate update, on Monday, March 28, 2022, after-market. A conference call and webcast will be held at 4:30 p.m. ET. "2021 was a transformative year for ReShape, punctuated by our listing on Nasdaq and the highly anticipated re-launch of the Lap-Band," stated Bart Bandy, president and chief executive officer of ReShape Lifesciences. "As a result of our efforts, 2021 revenues increased by 20%, to $13.5 million, we were able to eliminate all debt from our balance sheet including our final $3 million obligation to Apollo Endosurgery for the purchase of the Lap-Band in December of 2018, and our cash balance at year-end was approximately $23 million. In the latter half of the year, we also kicked-off our national, direct-to-consumer television and print marketing campaign and virtual media tour. The results have been very strong and encouraging, and we look forward to providing updated metrics, soon." To participate in the conference call, dial 1-877-280-7473 (US/Canada) or 1-707-287-9370 (international) and enter passcode 5376956. A live link to the webcast will be available on the "Events and Presentations" section of ReShape's website at: https://ir.reshapelifesciences.com/events-and-presentations. A replay will be available approximately two hours after the call, for one week. The replay number is 1-855-859-2056, conference ID 5376956. An archived replay will also be available at: https://ir.reshapelifesciences.com/events-and-presentations. About ReShape Lifesciences ReShape Lifesciences (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $26.48 million. Obalon reported a net loss of $12.33 million for the year ended Dec. 31, 2020, a net loss of $23.67 million for the year ended Dec. 31, 2019, and a net loss of $37.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $90.70 million in total assets, $11.48 million in total liabilities, and $79.22 million in total stockholders' equity. RIOT BLOCKCHAIN: Incurs $7.9 Million Net Loss in 2021 ----------------------------------------------------- Riot Blockchain, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $7.93 million on $213.24 million of total revenue for the year ended Dec. 31, 2021, compared to a net loss of $12.67 million on $12.08 million of total revenue for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $1.53 billion in total assets, $173.62 million in total liabilities, and $1.36 billion in total stockholders' equity. At Dec. 31, 2021, the Company had working capital of approximately $463.7 million, which included cash and cash equivalents of $312.3 million. The Company reported a net loss during the year ended Dec. 31, 2021. The net loss included $108.9 million in non-cash items consisting primarily of a realized gain on the sale/exchange of long-term investment of $26.3 million and the change in fair value of our derivative asset of $12.1 million, offset by stock-based compensation expense of $68.5 million, the impairment of cryptocurrencies of $36.5 million, depreciation and amortization of $26.3 million, an unrealized loss on marketable securities of $13.7 million, the issuance of common stock warrants of $1.2 million and income tax expense of $0.3 million. The Company has experienced historical losses and negative cash flows from operations. At Dec. 31, 2021, the Company had approximate balances of cash and cash equivalents of $312.3 million, working capital of $463.7 million and an accumulated deficit of $237.8 million. To date, the Company has, in large part, relied on equity financings to fund its operations. The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least the next year from the date these financial statements are issued. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1167419/000107997322000280/riot10k1221.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 $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. S.K. MANAGEMENT: Case Summary & One Unsecured Creditor ------------------------------------------------------ Debtor: S.K. Management of New York, Inc. 2508 Coney Island Ave 1 fl Brooklyn, NY 11223 Chapter 11 Petition Date: March 24, 2022 Court: United States Bankruptcy Court Eastern District of New York Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com Total Assets: $41.81 Total Liabilities: $3,666,000 The petition was signed by Sam Katsman as president. Joint Stock Company is listed as the Debtor's only unsecured creditor holding a claim of $3,666,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y3N6VWQ/SK_Management_of_New_York_Inc__nyebke-22-40603__0001.0.pdf?mcid=tGE4TAMA SCUNGIO BORST: Seeks to Hire Karalis PC as Bankruptcy Counsel ------------------------------------------------------------- Scungio Borst & Associates, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Karalis, PC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor of its rights, powers, and duties in continuing to operate and manage its assets; b. assisting the Debtor in the negotiation and documentation of the use of cash collateral and debtor-in-possession financing, debt restructuring, and related transactions; c. reviewing the nature and validity of agreements relating to the Debtor's business and advising the Debtor in connection therewith; d. reviewing the nature and validity of liens, if any, asserted against the Debtor and advising as to the enforceability of such liens; e. advising the Debtor concerning the actions it might take to collect and recover property for the benefit of its estate; f. preparing legal documents and reviewing all financial reports to be filed in the Debtor's Chapter 11 case; g. advising the Debtor concerning, and preparing responses to, legal papers which may be filed by parties-in-interest in its Chapter 11 case; h. assisting the Debtor in the formulation, negotiation and promulgation of a plan of reorganization or liquidation; and i. performing all other legal services for the Debtor. The hourly rates charged by the firm's attorneys and paralegals are as follows: Shareholders $550 Associates $410 - $455 Paralegals $140 As disclosed in court filings, Karalis is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aris J. Karalis, Esq. Karalis, PC 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 Email: akaralis@karalislaw.com About Scungio Borst & Associates Scungio Borst & Associates, LLC is a worldwide construction services firm specializing in general construction, consulting and project management. Scungio Borst & Associates filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 22-10609) on March 11, 2022, listing as much as $50 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. Karalis, PC, led by Aris J. Karalis, Esq., serves as Debtor's legal counsel. SHASTHRA USA: Wins Access to SBA Cash Collateral on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, has authorized Shasthra USA Inc. to use cash collateral on final basis in the ordinary course of business in accordance with the budget, and provide adequate protection to the US Small Business Administration. SBA has consented to the use of Cash Collateral for administrative expenses approved by the Court on March 16, 2022, in the amount of $17,287. The Debtor has an immediate and critical need to be permitted access to funds to continue to operate its business. Prior to the filing of the Debtor's bankruptcy petition, the Debtor entered into two secured loan agreements with the Small Business Administration per the EIDL program in the total loan amount of $500,000. The Note and the obligations owing to SBA thereunder are secured by a Security Agreement. A UCC-1 was properly filed by the SBA and encumbers certain property and rights to property belonging to the Debtor. As of the petition date, the Debtor was indebted and liable to SBA in the aggregate amount of not less than $506,652. The liens and security interests granted to SBA pursuant to the SBA Loan Documents, are valid, perfected, enforceable, non-voidable, first-position liens and security interests in all the Collateral and other assets of the Debtor, with the exception of vehicles with purchase money security interest attaching thereto. The Debtor stipulates and agrees, for all purposes and without the need for any additional evidence or proof, that (i) the Debtor's cash on hand as of the Petition Date was at least $11,432; (ii) the Debtor's total accounts receivable was $134,431 and the Debtor's collectible accounts receivable as of the Petition Date were at least $84,432. In addition, the Debtor has funds in a bank account totaling at least $368,000, which constitutes proceeds of the SBA loan. As partial adequate protection for the Debtor's use and consumption of the SBA Prepetition Collateral and SBA Cash Collateral from and after the Petition Date, all pre-petition liens and security interests of SBA 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 SBA Prepetition Debt SBA is granted and conveyed 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 for the Debtor's use and consumption of the SBA Prepetition Collateral and SBA Cash Collateral from and after the Petition Date, the Debtor grants and conveys a fully perfected security interest in and lien upon: (i) any and all avoidance, recovery or similar remedies that may be brought by or on behalf of the Debtor or its estate, including, without limitation, causes of action or defenses arising under chapter 5 of the Bankruptcy Code or applicable non-bankruptcy law. As additional partial adequate protection to SBA for the Debtor's use and consumption of the SBA Prepetition Collateral and SBA Cash Collateral from and after the Petition Date, SBA is granted a superpriority claim in the Debtor's chapter 11 case as provided for in section 507(b) of the Bankruptcy Code with priority over any and all other administrative expenses in the Debtor's chapter 11 case of any kind payable or allowed pursuant to any provision of the Bankruptcy Code. The Debtor is required under the Cash Collateral Order to maintain accounts receivable in the amount equal to $125,000. A copy of the order is available at https://bit.ly/36rQCS3 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. Michael Wolff has been appointed as Subchapter V Trustee. SOUTH SIDE CONVENIENT: Files for Chapter 11 Bankruptcy ------------------------------------------------------ Omaha-based health care company South Side Convenient Care filed a voluntary bankruptcy petition under under Chapter 11 Bankruptcy Code in the District of Nebraska. According to court filings, South Side Convenient Care estimates to have up to 49 unsecured creditors, including American Express, Clear Health Care Solutions, and First National Bank. It estimated assets between $100,000 and $500,000 and liabilities between $100,000 and $500,000. Court documents also states that funds will be available to company's unsecured creditors. About South Side Convenient Care Inc. South Side Convenient Care Inc. is a bilingual health care company that provides family and urgent care to patients of all ages. South Side Convenient Care Inc. sought voluntary Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 22-80201) on March 21, 2022. In the petition filed by Jayadithya Senanayaka, as president and authorized signor, South Side COnvenient Care Inc. listed estimated assets between $100,000 and $500,000 and estimated liabilities of between $100.000 and $500,000. John A. Lentz, of Lentz Law, PC, LLO, is the Debtor's counsel. SRAK CORPORATION: Unsecureds to Get $1.2K per Month for 60 Months ----------------------------------------------------------------- SRAK Corporation filed with the U.S. Bankruptcy Court for the Northern District of Texas an Amended Chapter 11 Plan of Reorganization dated March 21, 2022. The Debtor owns and operates the Gas Station located at 9225 Crowley Road, Fort Worth, Texas 76134. On June 18, 2018, a fire started by a roofer working on the Gas Station caused the Debtor to close the business pending reconstruction. Upon the receipt of certain insurance proceeds, the Debtor hired APCO Construction Group as the general contractor with an informal contract to commence the tear down and reconstruction of the Gas Station. Due to cash flow restraints and alleged unforeseen construction setbacks, construction on the Gas Station ceased and remained approximately 42% prior to the bankruptcy filing. The Debtor anticipates that it will be able to reopen the Gas Station and convenience store to the public on May 1, 2022. This Plan constitutes a chapter 11 reorganization plan for the Debtor. The Plan provides for the Debtor to restructure their debts by reducing their monthly payments to the amount of the Debtor's Disposable Income. The Debtor believes that the Plan will ensure Holders of Allowed Claims will receive greater distributions under the Plan than they would if the Debtor's Chapter 11 Case was converted to Chapter 7 and the Debtor's Assets liquidated by a Chapter 7 Trustee. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. The Plan will treat claims as follows: * Class 1 consists of the Secured Tax Claim. Each Class 1 Claim that is an Allowed Claim shall be satisfied, at the Debtor's option, in full satisfaction, release, and discharge of and exchange for such Claim, by (a) payment in full of the Allowed Claim on the Effective Date or (b) retention of all applicable liens until payment in full of the Allowed Claim in monthly installments for a period of 5 years at 12% interest, or other applicable legal rate in accordance with § 1129(a)(9)(D) of the Bankruptcy Code. * Class 2 consists of Allowed Secured Claim of DIP Lenders. As of the date of this Plan, the Debtor believes the amount due to the DIP Lenders plus interest is $551,390.67. The Debtor concedes that the DIP Lenders are fully secured based on their security interest and lien on the Debtor's collateral. Based on an interest rate of 4%, the Debtor shall make 60 consecutive monthly payments commencing 30 days after the Effective Date of $9,189.84 into the DIP Lenders' pool. The Debtor shall make pro rata distributions to the Class 2 creditors every 90 days commencing 90 days after the first payment into the DIP Lenders' pool. * Class 3 consists of Allowed Secured Claim of Spectra Bank. As of the date of this Plan, the Debtor believes the amount due to Spectra Bank, including interest, is $693,372.19. The Debtor concedes that Spectra Bank is fully secured based on its security interest and lien on the Debtor's collateral. Within 90 days after the sixtieth month, the Debtor shall pay Spectra a lump sum payment of $135,372.19. * Class 4 consists of Allowed Unsecured Claims. All unsecured creditors shall share pro rata in the unsecured creditors pool. The Debtor shall make 60 consecutive monthly payments commencing 30 days after the Effective Date of $1,181.00 into the unsecured creditors' pool. The Debtor shall make distributions to the Class 4 creditors every 90 days commencing 90 days after the first payment into the unsecured creditors pool. The Class 4 creditors are impaired. * Class 5 consists of the Current Owner. The current owner will receive no payments under the Plan; however, he will be allowed to retain his ownership in the Debtor. The Class 5 Claimant is not impaired under the Plan. From and after the Effective Date, the Debtor will continue to exist as a Reorganized Debtor. By reopening the Gas Station and reducing the Debtor's monthly obligations to creditors to the Reorganized Debtor's Disposable Income, the Reorganized Debtor will have sufficient cash to maintain operations and will allow the Reorganized Debtor to successfully operate following the Effective Date of the Plan. A full-text copy of the Amended Plan of Reorganization dated March 21, 2022, is available at https://bit.ly/3qu7ePS from PacerMonitor.com at no charge. Attorney for the Debtor: Brandon J. Tittle, Esq. Tittle Law Group, PLLC 5550 Granite Pkwy, Suite 220 Plano, TX 75024 Telephone: (972) 987-5094 Email: btittle@tittlelawgroup.com About SRAK Corporation SRAK Corporation filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43155) on Oct. 9, 2020, listing under $1 million in both assets and liabilities. Judge Edward L. Morris oversees the case. Brandon J. Tittle, Esq., at Tittle Law Group, PLLC and Glast, Phillips & Murray, P.C., serve as the Debtor's legal counsel. SRAMPICKAL DEVELOPERS: Seeks to Employ Antheil as Special Counsel ----------------------------------------------------------------- Srampickal Developers, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Antheil, Maslow & MacMinn, LLP as its special counsel. The Debtor requires the assistance of a special counsel in connection with the sale of its commercial property located at 2375 Welsh Road, Philadelphia, Pa. The firm will charge $295 per hour for its services. As disclosed in court filings, Antheil does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Stephanie M. Shortall, Esq. Antheil, Maslow & MacMinn, LLP 131 W. State Street Dolestown, PA 18901 Phone: +1 215-230-7500 Email: sshortall@ammlaw.com About Srampickal Developers Philadelphia-based Srampickal Developers, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-13224) on Dec. 6, 2021, listing $3,560,000 in assets and $2,197,000 in liabilities. Tyson Thomas, managing partner, signed the petition. Judge Magdeline D. Coleman oversees the case. Jon M. Adelstein, Esq., at Adelstein & Kaliner, LLC and Antheil, Maslow & MacMinn, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. SS&C TECHNOLOGIES: Moody's Affirms 'Ba3' CFR Amid Blue Prism Deal ----------------------------------------------------------------- Moody's Investors Service affirmed SS&C Technologies Holdings, Inc.'s ("SS&C") Ba3 corporate family rating, Ba3-PD probability of default rating, the Ba2 ratings of the existing senior secured credit facilities issued by SS&C's subsidiaries, SS&C Technologies, Inc. ("SS&C Technologies") and SS&C European Holdings S.a.r.l. ("SS&C Europe Sarl"), and the B2 rating for the senior unsecured notes issued by SS&C Technologies. Concurrently, Moody's assigned Ba2 ratings to SS&C Technologies' proposed $650 million senior secured term loan (B-6 tranche) due 2029 and SS&C Europe Sarl's proposed $880 million senior secured term loan (B-7 tranche) due 2029. The speculative grade liquidity (SGL) rating remains SGL-1. The ratings outlook is stable. Proceeds from the proposed term loans, as well as a $125 million loan from the $250 million revolver, will be used to finance SS&C's previously-announced acquisition of Blue Prism Group plc ("Blue Prism"), a provider of enterprise robotic process automation software, for approximately $1.7 billion in cash and pay transaction-related fees and expenses. "Today's rating action reflects SS&C's solid positioning within the Ba3 rating category, even after taking into account the increase in debt-to-EBITDA (Moody's adjusted) of 1x from the debt funded acquisition to approximately 4x," said Lee Zeltser, Moody's Vice President. Affirmations: Issuer: SS&C Technologies Holdings, Inc. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Issuer: SS&C European Holdings S.a.r.l. Senior Secured Term Loan-B4, Affirmed Ba2 (LGD3) Issuer: SS&C Technologies, Inc. Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Senior Unsecured Global Notes, Affirmed B2 (LGD5) from (LGD6) Assignments: Issuer: SS&C European Holdings S.a.r.l. Senior Secured Term Loan-B7, Assigned Ba2 (LGD3) Issuer: SS&C Technologies, Inc. Senior Secured Term Loan-B6, Assigned Ba2 (LGD3) Outlook Actions: Issuer: SS&C Technologies Holdings, Inc. Outlook, Remains Stable Issuer: SS&C Technologies, Inc. Outlook, Remains Stable Issuer: SS&C European Holdings S.a.r.l. Outlook, Changed To Stable From Rating Withdrawn RATINGS RATIONALE SS&C's Ba3 CFR reflects the issuer's moderate financial leverage and concentrated vertical market focus as a provider of software and software-enabled services largely to the economically sensitive financial services industry in North America. In 2021, overall sales to this industry accounted for approximately 90% of SS&C's top line, with particularly sizable exposure to the traditional and alternative asset management segments. To varying degrees, SS&C's fees from these customers can vacillate based on the market value of assets under management/administration and number of transactions processed. SS&C's credit quality is also negatively impacted by corporate governance concerns related to the company's aggressive financial policies, featuring considerable expenditures on share repurchases and dividends, the company's 13% equity ownership by its CEO, and an opportunistic, debt-fueled acquisition growth strategy. SS&C's history of increasing debt leverage significantly to finance acquisitions results in high event risk and reflects an aggressive financial strategy. In 2018, SS&C spent, in aggregate, over $7 billion on acquisitions funded substantially with debt that increased pro forma debt-to-EBITDA to slightly over 6x (excluding the unrealized cost savings). In late 2020, SS&C unsuccessfully pursued the purchase of Australia's Link Administration Holdings Ltd, offering to acquire the company for over $2.3 billion. While SS&C has a demonstrated track record of successfully deleveraging after past asset purchases, the acquisition of Blue Prism, in addition to adding incremental debt leverage, has historically incurred operating losses and presents integration risk. Despite the potential strategic benefits and business profile enhancements that could result from these acquisitions, the potential for continual re-leveraging constrains the rating. SS&C's credit profile benefits from its large operating scale and competitive positioning as well as the company's relative revenue predictability as SS&C generates about 90% of its revenues from recurring, transaction-based services provided to a very large client base. SS&C's credit quality also benefits from the company's strong projected profitability and free cash flow which provides healthy capacity to delever its capital structure. The company has very good liquidity which provides cushion to absorb temporary operational challenges. The ratings for SS&C's debt instruments incorporate the parent company's overall probability of default, reflected in the Ba3-PD PDR, and the loss given default ("LGD") expectations for the individual instruments. The Ba2 ratings (LGD3) for SS&C's senior secured debt, issued by subsidiaries SS&C Technologies and SS&C Europe Sarl, benefit from a first priority security interest in substantially all tangible and intangible assets of the respective borrowers and their guarantor operating subsidiaries and the first-loss absorption provided by the unsecured notes. The collateral provides effective seniority to SS&C Technologies' $2.0 billion of senior unsecured notes rated B2 (LGD5), reflecting their junior position in the debt capital structure. The SGL-1 liquidity rating reflects SS&C's very good liquidity profile, with pro forma cash of approximately $529 million as of December 31, 2021 and Moody's expectation of over $1.0 billion in pro forma free cash flow (after dividends) over the coming 12 months. SS&C's liquidity is also supported by approximately $125 million of availability under the company's $250 million revolving credit facility, but Moody's notes that the revolver is nearing its maturity date of April 2023. The revolver is subject to a maximum net leverage ratio covenant of 6.25x if utilization exceeds 30%. Moody's does not expect the covenant to be triggered, but expects that the company has ample operating cushion under the covenant if it is measured. The term loans do not include any financial maintenance covenants. The term loans require mandatory repayment from excess cash flow (as defined in the credit agreement), the amount of which is based on leverage levels. The stable outlook reflects Moody's expectations that SS&C will generate low-to-mid single digit pro forma revenue and Adj. EBITDA growth over the next 12 to 18 months and debt to EBITDA (Moody's adjusted) will decline modestly towards the mid 3x level during this period, barring additional debt-funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if SS&C establishes a track record of conservative financial policies while realizing strong earnings growth and sustaining debt to EBITDA (Moody's adjusted) below 4x. The ratings could be downgraded if SS&C experiences meaningful weakness in operating performance or adopts more aggressive financial strategies, such that debt leverage is expected to remain above 5x and free cash flow is modest over an extended period of time. The principal methodology used in these ratings was Software Industry published in August 2018. SS&C, headquartered in Windsor, Connecticut, is a provider of software and software-enabled services to over 18,000 clients in the financial services and healthcare industries. Blue Prism, headquartered in the United Kingdom, generated approximately $224 million of sales in the last twelve months ending October 2021. Moody's projects that SS&C will generate pro forma revenue of approximately $5.4 billion in 2022. SS&C TECHNOLOGIES: S&P Affirms 'BB' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed all its ratings on SS&C Technologies Holdings Inc., including the 'BB' issuer credit rating, the 'BB+' issue-level and '2' recovery ratings on its senior secured credit facilities due 2025, and the 'B+' issue-level and '6' recovery ratings on its 5.5% unsecured debt notes due 2027. At the same time, S&P also assigned the new term loans due 2029 'BB+' issue-level and '2' recovery ratings. The stable outlook on SS&C reflects S&P's view that despite pro forma leverage increasing to the high-3x area, with low- to mid-single-digit percent revenue growth, relatively stable EBITDA margins, and healthy free operating cash flow (FOCF) of around $1.3 billion, SS&C should be able to reduce its leverage to the 3.25x area by the end of 2022 while pursing shareholder returns. The rating action follows SS&C's plans to acquire Blue Prism Group PLC, an RPA solutions provider, for roughly $1.66 billion, and its issuance of incremental term loans comprising an $650 million term loan 6 facility issued by SS&C Technologies Inc. due 2029 and a separate $880 million term loan 7 facility issued by SS&C European Holdings S.A.R.L. also due 2029. The acquisition of Blue Prism should be highly complementary to SS&C. With revenues of roughly $224 million, Blue Prism is the third-largest provider of RPA software. Its solutions offer more than 2,000 customers artificial intelligence skills, connectors, digital workforce solutions, and complete automation processes. SS&C is also a provider of these solutions through its intelligent automation platform SS&C Chorus, and S&P understands that these products cater to similar buyer profiles and end-market verticals as SS&C, and its revenues are predominantly recurring in nature. At the same time, public filings indicate Blue Prism has faced profitability pressures in recent years, stemming from significant investments required to shift from a partner-based to a direct-sales model and take its solution into a cloud environment. S&P thinks Blue Prism could benefit from the incremental scale and direct sales force capabilities, and these solutions, when adjoined with the SS&C Chorus platform, should translate to an improved RPA solution that SS&C can offer its more than 20,000 customers as they further evaluate digital transformation. SS&C is also expected to use Blue Prism internally to further optimize and drive efficiencies delivering its services and across corporate functions. S&P said, "Leverage will increase, but there is ample cushion at the current rating. SS&C approaches this transaction with S&P Global Ratings-adjusted leverage of 2.8x for the 12 months ending Dec. 31, 2021, which is considerably below the 5x tolerance we expect for the current rating. As a result of SS&C's financing plans for the Blue Prism acquisition and considering that Blue Prism will likely be dilutive to SS&C's EBITDA since it is currently unprofitable on a stand-alone basis, we expect SS&C's credit metrics to weaken. Still, based on our estimate of pro forma leverage around 3.8x at the close, SS&C should maintain a comfortable cushion to the 5x maximum levels. In our forecast, we expect the company will utilize its free cash flow primarily for debt reduction, which, alongside EBITDA growth in its core business and some level of revenue and cost synergies extracted from Blue Prism (management has yet to communicate due to specific laws and regulations in the U.K.), should help reduce leverage to around 3.3x in 2022." Acquisitions are critical to SS&C's operating strategy. Since 1995 SS&C has acquired over 59 businesses, and these past transactions have focused on adding products and technologies that complement SS&C's existing products or share the same customer or vertical market focus. S&P said, "Given this focus, we believe acquisitions serve as an extension of its internal research and development efforts. As such, we think these historical transactions have also helped protect and bolster the value proposition SS&C has enjoyed with its customers in the financial services sector." Moreover, when considering the top positions SS&C maintains in these markets and the capabilities of its direct sales force, these acquisitions typically offer incremental opportunities for growth through both up-selling its sizeable installed base and winning new logos and cost efficiencies. SS&C has established a track record of deleveraging after large acquisitions. Since 2012, SS&C's leverage has fluctuated between 2x and 6x as the company has cycled through leveraging its capital structure for debt-financed acquisitions, including GlobeOp Financial Services S.A. (2012), Advent Software Inc. (2015), DST Systems Inc. (2018), Intralinks Holdings Inc. (2018), and Eze Software Group LLC (2018). S&P said, "In these instances, we believe SS&C has established a good track record of reducing leverage in subsequent years through EBITDA growth and free cash flow generation. After closing the Blue Prism acquisition, we assume that SS&C will pursue a similar strategy. Based on this assumption, we project leverage to improve to around 3.3x. That said, recognizing that management will remain opportunistic regarding future mergers and acquisitions (M&A) and since it remains unclear, should additional debt-funded acquisition occur, how the company will balance future share repurchases and voluntary debt repayment, we are cautious regarding the permanence of leverage at a 3.5x level or better." Notwithstanding considering pro forma leverage and the better scale it now operates with, relative to these acquisitions in these prior periods, SS&C should have the capacity to undertake additional acquisitions or pursue higher levels of share repurchases (the company has about $837 million remaining under its $1 billion share repurchase authorization) within the current rating. S&P said, "The stable outlook on SS&C reflects our view that despite pro forma leverage increasing to the high-3x area, with low- to mid-single-digit percent revenue growth, relatively stable EBITDA margins, and healthy free operating cash flow (FOCF) of around $1.3 billion, SS&C should be able to reduce its leverage to the 3.25x area by the end of 2022 while pursing shareholder returns. "We could consider lowering our ratings on SS&C if, through future debt-funded acquisitions, its leverage exceeded 5x on a trailing-12-months "actual" basis and, in our opinion, would remain there for several years through future M&A. The decision to lower the rating would be irrespective of our expectation that pro forma leverage would decline below 5x over the following 12 months as we would consider this behavior inconsistent with our current views on financial policy. "We could consider raising our ratings on SS&C if the business continued to gain scale and operated with leverage below 3.5x while publicly committing to a financial policy of operating at this level on an equivalent company-calculated basis." ST. JOHNS PROFESSIONAL: Taps Bryan Mickler as Bankruptcy Attorney ----------------------------------------------------------------- St. Johns Professional Center, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Bryan Mickler, Esq., an attorney practicing in Jacksonville, Fla., to handle its Chapter 11 case. The rates charged by Mr. Mickler's law firm range from $250 to $350 per hour. His firm will also seek reimbursement for out-of-pocket expenses. Mr. Mickler disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Mickler holds office at: Bryan Mickler, Esq. Law Offices of Mickler & Mickler, LLP 5452 Arlington Expy. Jacksonville, FL 32211 Tel: (904) 725-0822 Email: bkmickler@planlaw.com About St. Johns Professional Center St. Johns Professional Center, LLC is a company primarily engaged in renting and leasing real estate properties. The company is based in Saint Johns, Fla. St. Johns Professional Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00466) on March 6, 2022, listing $1,524,514 in assets and $1,290,268 in liabilities. Adam J. Kohl, manager, signed the petition. Judge Jacob A. Brown oversees the case. Bryan Mickler, Esq., at the Law Offices of Mickler and Mickler, LLP is the Debtor's legal counsel. STOHO ENTERPRISES: Case Summary & 16 Unsecured Creditors -------------------------------------------------------- Debtor: Stoho Enterprises, Inc. d/b/a Diamond A Motel 140 US Highway 95 McDermitt, NV 89421 Business Description: The Debtor is the fee simple owner of five real properties located in McDermitt, Nevada and Los Angeles, California, having an aggregate value of $1.64 million. Chapter 11 Petition Date: March 24, 2022 Court: United States Bankruptcy Court District of Nevada Case No.: 22-50151 Debtor's Counsel: Elizabeth Fletcher, Esq. FLETCHER & LEE, LTD. 448 Ridge Street Reno, NV 89501 Tel: 775-324-1011 E-mail: efletcher@fletcherlawgroup.com Total Assets: $4,711,505 Total Liabilities: $433,015 The petition was signed by Illysa I. Fogel, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5H7KGKA/STOHO_ENTERPRISES_INC__nvbke-22-50151__0001.0.pdf?mcid=tGE4TAMA STRATEGIC IQ: Seeks to Hire Robert Bassel as Bankruptcy Attorney ---------------------------------------------------------------- Strategic iQ, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Robert Bassel, Esq., an attorney practicing in Clinton, Mich., to handle its Chapter 11 case. Mr. Basel will be paid $350 per hour and a retainer fee in the amount of $26,738. In a court filing, Mr. Basel disclosed that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Basel can be reached at: Robert Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 835-7683 Email: bbassel@gmail.com About Strategic iQ Strategic iQ, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-41595) on March 2, 2022, listing up to $500,000 in both assets and liabilities. Charles M. Mouranie serves as the Subchapter V trustee. Judge Thomas J. Tucker oversees the case. The Debtor is represented by Robert N. Bassel, Esq., a practicing attorney in Clinton, Mich. TD HOLDINGS: Incurs $940K Net Loss in 2021 ------------------------------------------ TD Holdings, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $940,357 on $201.13 million of total revenues for the year ended Dec. 31, 2021, compared to a net loss of $5.95 million on $28.27 million of total revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $227.44 million in total assets, $31.56 million in total liabilities, and $195.87 million in total equity. The Company has financed its operations primarily through shareholder contributions, cash flow from operations, borrowings from third parties and related parties, and equity financing through private placement and public offerings of its securities. For the year ended Dec. 31, 2021, the Company reported cash inflows of $8,034,010 from operating activities. As of Dec. 31, 2021, the Company positive working capital of about $107 million. During the year ended Dec. 31, 2021, the Company entered into additional private placement agreements with certain private investors and issued 15,000,000 shares of common stock at $1.63 per share for $24,450,000, issued 16,000,000 shares of common stock at $1.00 per share for $16,000,000, and issued 19,000,000 units (one unit contain of one share of common stock and one warrant) at $1.15 per share for $21,850,000, among which $17,427,941 was received in September 2021, and $4,422,059 was received in October 2021. And the Company sold unsecured senior convertible promissory notes in the aggregate principal amount of $6,500,000 and also sold to certain investor and issued 1,353,468 shares for aggregate gross proceeds of $2.62 million. The total gross proceeds from these transactions were $64 million. The Company expects to use the proceeds from the equity financing as working capital to expand its commodity trading business. Based on the foregoing capital market activities, the management believes that the Company will continue as a going concern in the following 12 months. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1556266/000121390022012961/f10k2021_tdholdingsinc.htm About TD Holdings TD Holdings, Inc. is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. For more information, please visit http://ir.tdglg.com. TD Holdings reported a net loss of $5.95 million for the year ended Dec. 31, 2020, compared to a net loss of $6.94 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $186.59 million in total assets, $37.33 million in total liabilities, and $149.26 million in total equity. TEXOMA AUTO: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel ---------------------------------------------------------------- Texoma Auto Remarketing, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Eric A. Liepins, PC as its legal counsel. The Debtor requires legal assistance to liquidate its assets, reorganize the claims of the estate, and determine the validity of claims asserted against the estate. The hourly rates of the firm's counsel and staff are as follows: Eric A. Liepins $275 Paralegals and Legal Assistants $30 - $50 In addition, the firm will seek reimbursement for expenses incurred. The firm has been paid a retainer of $5,000. Mr. Liepins, the sole shareholder of the firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Texoma Auto Remarketing Texoma Auto Remarketing, LLC, a company in Bonham, Texas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 22-40323) on March 15, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Dustin Ford, managing member, signed the petition. Judge Brenda T Rhoades presides over the case. Eric A. Liepins, PC represents the Debtor as legal counsel. TG TURNKEY: Bid to Use Cash Collateral Denied --------------------------------------------- The U.S. Bankruptcy Court for the Western District of Michigan has denied the motion requesting authority to use cash collateral and grant adequate protection filed by TG Turnkey, LLC and TGM Coatings, LLC. The Court denied the motion without prejudice. The Court also denied a request for joint administration of the Chapter 11 cases of Turnkey and Coatings. The clerk is directed to serve a copy of the order pursuant to Fed. R. Bankr. P. 9022 and LBR 5005-4 upon the Debtors, William T. Van Eck, Esq., David A. Lerner, Esq., and Michael V. Maggio, Esq. A copy of the order is available at https://bit.ly/3JQbSPG from PacerMonitor.com. About TG Turnkey, LLC TG Turnkey, LLC is a fully-integrated metals manufacturing company. Turnkey and TGM Coatings, LLC operate with a non-debtor company named TG Integration, LLC. Turnkey, Coatings and Integration jointly manufacture gaming equipment. Integration has Turnkey provide fabrication work and Coatings provide painting and power coating work for components of the gaming equipment. The components, once manufactured, are delivered to Integration to be put together and delivered to the customer. TG Turnkey, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 22-00303) on February 21, 2022. In the petition signed by Richard Achtenberg, sole member/authorized member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge John T. Gregg oversees the case. W. Todd Van Eck, Esq., at Kotz Sangster Wysocki, PC is the Debtor's counsel. The Court denied a request for joint administration of the Chapter 11 cases of Turnkey and TGM Coatings, LLC. TONARCH 1: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- Tonarch 1, LLC asks the U.S. Bankruptcy Court for the Central District of California for authority to use the cash collateral in which Provident Funding and Ami Kimoto Liu assert an interest, in accordance with the budget, with a 15% variance. In order to effectively reorganize, the Debtor must be able to use the Secured Creditors' cash collateral in order to pay reasonable expenses for the real property located at 2249 Duane Street, Los Angeles, California 90039, including the mortgage, maintenance and upkeep of the Property, landscaping of the Property, the water and electricity for the Property, and other expenses. Provident Funding holds a first deed of trust against the Property with a scheduled claim of $972,896. Ami Kimoto Liu holds a second deed of trust against the Property with a scheduled claim of $1,019,575. The Los Angeles County Treasurer and Tax Collector has a $5,600 scheduled claim against the Property for the 2022 property taxes. These secured claims total to $1,998,071. The Debtor has no unsecured priority claims. The Debtor has general unsecured creditors consisting of an unpaid bill for construction work, unpaid utility bills, and other unsecured debts, with an aggregate amount of $54,052. The Debtor sought Chapter 11 bankruptcy protection in light of a scheduled foreclosure of the Property by the second lender, Ami Kimoto Liu. The next scheduled foreclosure date is set for March 30, 2022. The Debtor is optimistic about the prospects of its reorganizational efforts. On a monthly basis, the Debtor receives $12,850 in rent from its four tenants. The Debtor is current with its first lender, Provident Funding, and believes it can come to a resolution with Ami Kimoto Liu. The Debtor believes it can generate the income necessary to support a feasible reorganization plan. The Debtor proposes to continue making monthly mortgage payment of $6,147 to Provident Funding. The loan with Ami Kimoto Liu is in default. The Debtor proposes to start making adequate protection payments to Ami Kirnoto Liu in the amount of $4,000 per month effective April 15, 2022, subject to the Court's order granting the Cash Collateral Motion. A copy of the motion and the Debtor's budget for the period from March to August 2022 is available at https://bit.ly/3Lp8wE3 from PacerMonitor.com. The Debtor projects $12,850 in total income and $11,167 in total expenses for March 2022. About Tonarch 1, LLC Tonarch 1, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-11117) on March 1, 2022. In the petition signed by Anne Kihagi, manager, the Debtor disclosed up to $10 million in assets and liabilities. Judge Barry Russell oversees the case. Paul E. Manasian, Esq., at Law Office of Paul Manasian is the Debtor's counsel. TRIUMPH GROUP: Purchase Rights Delisted From NYSE ------------------------------------------------- The New York Stock Exchange LLC filed a Form 25 with the Securities and Exchange Commission notifying the removal from listing and/or registration of Triumph Group Inc.'s purchase rights under Section 12(b) of the Securities Exchange Act of 1934. About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. -- http://www.triumphgroup.com-- designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. For the nine months ended Dec. 31, 2021, the Company reported a net loss of $32.18 million. Triumph Group reported a net loss of $450.91 million for the year ended March 31, 2021, a net loss of $29.43 million for the year ended March 31, 2020, and a net loss of $327.14 million for the year ended March 31, 2019. * * * As reported by the TCR on Aug. 18, 2021, Moody's Investors Service upgraded its ratings for Triumph Group, Inc., including the company's corporate family rating to Caa2 from Caa3 and Probability of Default Rating to Caa2-PD from Caa3-PD. The upgrades reflect Moody's expectations for stronger operating performance that will result in a gradual improvement in credit metrics through 2023. In June 2020, S&P Global Ratings lowered its issuer credit rating on Triumph Group Inc. to 'CCC+' from 'B-'. ULTRA PETROLEUM: Clash Between FERC and Bankruptcy Courts Resolved ------------------------------------------------------------------ Douglas S. Mintz, Esq., and and Michael L. Cook, Esq., of Schulte Roth & Zabel, disclosed that a Chapter 11 debtor's "rejection [(under Bankruptcy Code ("Code") Sec. 365(a)] of a filed-rate [natural gas] contract . . . relieve[d] it of the obligation to continue performance absent the approval of FERC [the Federal Energy Regulatory Commission]," held the U.S. Court of Appeals for the Fifth Circuit on March 14, 2022. In re Ultra Petroleum Corp., 2022 WL 763836, *1 (5th Cir. Mar 14, 2022). Moreover, held the court in affirming the bankruptcy court on a direct appeal, Code Sec. 1129(a)(6) did not "require the bankruptcy court to seek FERC's approval before it confirmed [the debtor's] reorganization plan." Ultra followed, as expected, the reasoning of its precedent, In re Mirant Corp., 378 F.3d 511 (5th Cir. 2004), and, more important, carefully balanced the power of FERC and the nation's bankruptcy courts. Relevant Statutes. The Fifth Circuit first acknowledged the text of Code Sec. 1129(a)(6): "a reorganization plan can be confirmed only if '[a]ny governmental regulatory commission with jurisdiction, after confirmation of the plan, over the rates of the debtor has approved any rate change provided for in the plan, or such rate change is expressly conditioned on such approval.'" FERC conceded "that Mirant allows a bankruptcy court to approve rejection of a filed-rate contract." Ultra, 2022 WL 763836, at *2, *4. Mirant. For the relevant background, the court explained the reasoning of its governing precedent, Mirant. That case dealt with the rejection of an electricity-purchase contract governed by the Federal Power Act. Although Ultra dealt with a natural gas contract governed by the Natural Gas Act, both statutes are "substantially identical" and give FERC exclusive jurisdiction over rates. Courts cite decisions regarding the two statutes "interchangeably." Ultra at *2. n.1. The Fifth Circuit held in Mirant that "a district court [could] authorize the rejection of an executory contract for the purchase of electricity as part of a bankruptcy reorganization [and that] Congress [had not] granted [FERC] exclusive jurisdiction over those contracts." 378 F.3d at 514-15. The electric power contract there "included filed rates that could only be modified by FERC." Although FERC had "exclusive authority to determine wholesale rates" and any modification of rates or the contract had to "go through FERC," Mirant's "rejection of the [contract] is a breach" and "FERC [lacks] exclusive authority over a breach of contract claim." Id., at 519 (emphasis in original). "[D]istrict courts are permitted to grant relief [when] the breach of contract claim is based upon another rationale," held the Fifth Circuit, "so long as that rejection does not . . . challenge [the] agreement's filed-rate." "[R]ejection had only an 'indirect effect upon the filed rate' and 'is not a collateral attack upon [the filed rate]' . . . . " Ultra, 2022 WL 763836, at *6, quoting Mirant, 378 F.3d at 519-20. No Special Statutory Exception for Power Contracts. "[R]ejection of a power contract was allowed," too, because the "Code does not… include an exception prohibiting rejection of, or providing other special treatment for, wholesale electric contracts subject to FERC jurisdiction." 378 F.3d, at 521. Although Congress had enacted other "specific limitations on and exceptions to the § 365(a) general authority," it said nothing about the rejection of power contracts. Id. To enable "the reorganization process to proceed," and because FERC lacked "authority to compel continued performance and continued payment of the filed rate after a valid rejection," FERC also had to be enjoined from compelling the debtor "to perform under the" rejected contract, held the Fifth Circuit in Mirant. Ultra, 2022 WL 763836, at *6, citing 378 F.3d at 519-20, 522. Higher Standard for Rejection Power. The Mirant decision further applied "a more rigorous standard" than "normal business judgment" for courts to use when resolving a debtor's rejection motion. Id. A court must "carefully scrutinize the impact of rejection upon the public interest and should… ensure that rejection does not cause any disruption in the supply of electricity to other public utilities or to consumers." Id., at 525. When applying this "careful scrutiny" test, courts should "welcome FERC's participation [in the case] . . . as a party in interest . . ." Id., at 525-26. Mirant Holding Not Dicta. The Fifth Circuit in Ultra rejected FERC's argument that Mirant's holding about the consequences of rejection were dicta. "The consequences of rejection of a filed-rate contract are central to the decision to allow rejection of said contracts, and the governing rules of law related to those consequences required explication . . . that . . . was not dicta." Ultra, 2022 WL 763836, at *5. Other Circuit Precedent. The Sixth Circuit also followed Mirant in In re First Energy Solutions Corp. 945 F.3d 431, 455-56 (6th Cir. 2019) (2-1) ("[W]hen a Chapter 11 debtor moves . . . to reject a filed energy contract that is… governed by FERC, via the FPA, the bankruptcy court must consider the public interest and ensure that the equities balance in favor of rejecting the contract, and it must invite the FERC to participate and provide an opinion within a reasonable time."). For the sake of uniformity in applying federal bankruptcy law and to avoid a "circuit split," the Ultra "result [was] straightforward," if not pre-ordained by Mirant and First Energy. Id., at *6. The Key Facts in Ultra. "The bankruptcy court considered and granted rejection," which "did not collaterally attack the rate filed with FERC because the rate was still used to set the damage award… after rejection. [The debtor in] Ultra… did not seek to reject… because the rates were excessive (. . . a prohibited collateral attack on the rate itself) . . . [The debtor] . . . wants out of the contract altogether [instead], given the suspension of its drilling program . . . . [The debtor's] "rejection" was "valid" because "under Mirant, [it did] not undermine FERC's exclusive authority to set rates." Id. The bankruptcy court in Ultra also "explicitly considered the public interest in reaching its decision," when it determined "whether 'the equities balance in favor of rejecting' the filed-rate contract." Id., at *7, quoting NLRB v. Bildisco & Bildisco, 465 U.S. 513, 526 (1984) and Mirant, 378 F.3d at 525. "Mirant makes clear that courts should carefully scrutinize the impact of rejection upon the public interest, not FERC." Id. (emphasis in original). Specifically, there would be no "disruption in the supply of . . . whatever regulated commodity is the subject of the contract under consideration." Id. Need for Expediency. Finally, the Fifth Circuit in Ultra refused to require the "bankruptcy court to halt its progress" for "FERC to hold a hearing on the public-interest ramifications of the rejection of a filed-rate contract." Id. In a Chapter 11 case, "time is of the essence and delay drains the coffers of all involved (except of course, for those lawyers who would be paid to hurry up and wait)." Id. The court's "approach balances the benefits of [gaining] FERC's insight with the necessity for [a] swift and efficient bankruptcy . . . ." Id. Comments * The Fifth Circuit in Ultra delicately balanced the "clash of two congressionally constructed titans, FERC and the bankruptcy courts.", at *2. * The nuanced analysis in Ultra undermines, if not rejects, the reasoning of In re Calpine, 337 B.R. 27, 38 (S.D.N.Y. 2006) ("[T]his court does not construe the filed rate doctrine [of Mirant] so narrowly as to only reach modifications of the rate . . . . FERC has exclusive jurisdiction to modify or terminate the Power Agreements, . . . . an issue of great public interest [to] be heard in a branch accountable to the electorate in a forum that specializes in considering the public interest."). About Ultra Petroleum Ultra Petroleum Corp., an independent oil and gas company, engages in the acquisition, exploration, development, operation, and production of oil and natural gas properties. Its principal business activities are developing its natural gas reserves in the Green River Basin of southwest Wyoming, the Pinedale and Jonah fields. The company was founded in 1979 and is headquartered in Englewood, Colorado. Ultra Petroleum Corp. and its affiliates, including Ultra Resources, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32631) on May 14, 2020. The Debtor disclosed total assets of $1,450,000,000 and total debt of $2,560,000,000 as of March 31, 2020. The Hon. Marvin Isgur is the case judge. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER LLP as local bankruptcy counsel; CENTERVIEW PARTNERS LLC as investment banker; and FTI CONSULTING, INC., as financial advisor. Prime Clerk LLC is the claims agent. ZOHAR FUNDS: Lynn Tilton Accused of Balking Ch.11 Complaint Cleanup ------------------------------------------------------------------- Jeff Montgomery of Law360 reports that an attorney for an insurer hard-hit by the bankruptcy of Lynn Tilton's distressed-debt empire told a Delaware judge Wednesday, March 23, 2022, that Tilton's response to a recent court order to jettison from a complaint references to claims that breached mediation confidentiality protection "is kind of borderline defiance." Michael Petrella of Cadwalader Wickersham & Taft LLP, counsel to MBIA Insurance Corp., a Zohar notes insurer, told U. S. Bankruptcy Judge Karen B. Owens that Tilton had proposed language that "clearly runs afoul" of a ruling to remove the offending references from still-sealed complaints seeking to put the claims of Tilton and her Patriarch Partners entities. 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. [*] SierraConstellation Partners Hires Three New Team Members ------------------------------------------------------------- SierraConstellation Partners LLC (SCP), an interim management and advisory firm to middle-market companies in transition, on March 22 disclosed that Roe Hitchcock, Ben Smith, and Colin Moran have joined the firm to help drive growth in the Midwest and beyond. The three new team members are all located in the Midwest, and represent the latest step in the firm's ongoing expansion throughout the U.S. Roe Hitchcock joins SCP as a Managing Director, bringing with him over 27 years of experience leading and advising growth and mature companies through multiple challenging environments. As a seasoned former CEO and trusted advisor, his areas of expertise include implementing change management throughout an organization, particularly involving personnel, operations, and financing. His work has spanned a variety of industries including manufacturing, distribution, healthcare, retail, startups, and investment banking. Mr. Hitchcock graduated from the Kelley School of Business at Indiana University with honors and holds an MBA from Harvard Business School. Ben Smith joins SCP as a Senior Director, bringing over 20 years of experience providing financial advisory, restructuring, turnaround, and operational improvement services to companies across the transformation spectrum, spanning from those significantly distressed, to those stressed in specific segments of operations, to those with targeted performance improvement initiatives. Mr. Smith joined SCP from Huron Consulting, where he led and supported turnaround, restructuring and performance improvement engagements for companies of varying sizes in multiple industries. Mr. Smith holds a bachelor's degree in Government from Cornell University and earned his MBA from the University of Florida. He is also a Certified Insolvency and Restructuring Advisor (CIRA) and Certified Turnaround Professional (CTP). Colin Moran joins SCP as an Associate, where he will provide financial and operational advisory services to both underperforming companies and companies in transition. He joins from Fifth Third Bank's Consumer & Retail Corporate Banking group, where he primarily supported the Bank's Food & Agribusiness clients and assisted in the structuring, underwriting, and execution of various senior debt facilities by providing analytical and deal process support. Moran holds a bachelor's degree in Business with a double major in Finance and Economics from Miami University's Farmer School of Business. "We are thrilled to welcome Roe, Ben and Colin to SCP," said SCP Founder & CEO Larry Perkins. "I am confident that they will make a fast impact in this important market for the restructuring community as we continue our expansion throughout the U.S. We have long desired a larger presence in the Midwest, and with Roe's leadership and the expert counsel Ben and Colin will provide our clients, we have built a great team to expand further in this market." "I look forward to spearheading SCP's expansion in the Midwest and building the firm's already strong franchise in financial restructuring, interim and turnaround management, and performance improvement," said Hitchcock. "I'm excited to join a firm that is growing so quickly across the country, and I have no doubt that with Ben and Colin's help we will do the same in Chicago and beyond. I've been leading companies through restructurings and otherwise for almost three decades and will put that experience to work providing critical counsel to our clients." In addition to these most recent hires, SCP has accelerated its expansion across the U.S. in recent months, including hiring Taylor Sherman as a Managing Director in Houston and hiring Colby Whitlow and Stuart Miles in Dallas. The firm also promoted Tom Lynch to President and COO to work alongside Perkins on building SCP's nationwide presence. About SierraConstellation Partners SierraConstellation Partners (SCP) -- http://www.sierraconstellation.com-- is a national interim management and advisory firm headquartered in Los Angeles and has professionals in Boston, Chicago, Dallas, Houston, New York, and Seattle. SCP serves middle-market companies and their partners and investors navigating their way through difficult business challenges. Its team's real-world experience, operational mindset, and hands-on approach enable us to deliver effective operational improvements and financial solutions to help companies restore value, regain creditor confidence, and capitalize on opportunities. As former CEOs, COOs, CFOs, private equity investors, and investment bankers, its team of senior professionals has decades of experience operating and advising companies. [^] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace ------------------------------------------------------------- Author: Warren E. Agin Publisher: Bowne Publishing Co. List price: $225.00 Review by Gail Owens Hoelscher Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over the last 12 months! Microstrategy Inc. has roller-coasted from a high of 333 to a low of 7 over the same period! Just when the IPO boom is imploding and high-technology companies are running out of cash, Warren Agin comes out with a guide to the legal issues of the cyberage. The word "cyberspace" did not appear in the Merriam-Webster Dictionary until 1986, defined as "the on-line world of computer networks." The word "Internet" showed up that year as well, as "an electronic communications network that connects computer networks and organizational computer facilities around the world." Cyberspace has been leading a kaleidoscopic parade ever since, with the legal profession striding smartly in rhythm. There is no definition for the word "cyberassets" in the current Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in Cyberspace tells us what cyberassets are and lays out in meticulous detail how to address them, not only for troubled technology companies, but for all companies with websites and domain names. Cyberassets are primarily websites and domain names, but also include technology contracts and licenses. There are four types of assets embodied in a website: content, hardware, the Internet connection, and software. The website's content is its fundamental asset and may include databases, text, pictures, and video and sound clips. The value of a website depends largely on the traffic it generates. A domain name provides the mechanism to reach the information provided by a company on its website, or find the products or services the company is selling over the Internet. Examples are Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the value of a domain name is comparable to valuing trademark rights. Domain names can come at a high price! Compaq Computer Corp. paid Alta Vista Technology Inc. more than $3 million for "Altavista.com" when it developed its AltaVista search engine. The subject matter covered in this book falls into three groups: the Internet's effect on the practice of bankruptcy law; the ways substantive bankruptcy law handles the impact of cyberspace on basic concepts and procedures; and issues related to cyberassets as secured lending collateral. The book includes point-by-point treatment of the effect of cyberassets on venue and jurisdiction in bankruptcy proceedings; electronic filing and access to official records and pleadings in bankruptcy cases; using the Internet for communications and noticing in bankruptcy cases; administration of bankruptcy estates with cyberassets; selling bankruptcy estate assets over the Internet; trading in bankruptcy claims over the Internet; and technology contracts and licenses under the bankruptcy codes. The chapters on secured lending detail technology escrow agreements for cyberassets; obtaining and perfecting security interests for cyberassets; enforcing rights against collateral for cyberassets; and bankruptcy concerns for the secured lender with regard to cyberassets. The book concludes with chapters on Y2K and bankruptcy; revisions in the Uniform Commercial Code in the electronic age; and a compendium of bankruptcy and secured lending resources on the Internet. The appendix consists of a comprehensive set of forms for cyberspace-related bankruptcy issues and cyberasset lending transactions. The forms include bankruptcy orders authorizing a domain name sale; forms for electronic filing of documents; bankruptcy motions related to domain names; and security agreements for Web sites. Bankruptcy and Secured Lending in Cyberspace is a well-written, succinct, and comprehensive reference for lending against cyberassets and treating cyberassets in bankruptcy cases. ********* 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 ***