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/raid1/www/Hosts/bankrupt/TCR_Public/220516.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 16, 2022, Vol. 26, No. 135 Headlines 203 W 107 STREET: Plan Exclusivity Period Extended to June 28 203 W 107 STREET: Wins June 28 Plan Exclusivity Extension 265 OCEAN PARKWAY: Plan Exclusivity Period Extended to July 11 317 NORTH CENTER: Plan Exclusivity Period Extended to Aug. 30 ABERCROMBIE & FITCH: S&P Alters Outlook to Pos., Affirms 'BB-' ICR AGILE THERAPEUTICS: Amends Credit Pact to Waive Financial Covenants AGILE THERAPEUTICS: Officers Forgo $700K 2021 Performance Bonuses AGILE THERAPEUTICS: Regains Compliance With Nasdaq Listing Rule ALTO MAIPO: Gets Court Okay to Restructure Debt, Exit Bankruptcy ARMSTRONG FLOORING: Gets Court Approval for Temporary Cash Use BETTER 4 YOU: Seeks to Hire James Wong of Armory Consulting as CRO BLUE WHALE: Files Emergency Bid to Use Cash Collateral BULGARIAN BAR: Seeks to Hire Alla Kachan P.C. as Bankruptcy Counsel BULGARIAN BAR: Seeks to Hire Wisdom Professional as Accountant CARE NEW ENGLAND: S&P B+ Rating, Alters Outlook to Negative CARVANA CO: Buys ADESA U.S.'s Physical Auction Business for $2.2B CARVANA CO: Terminates 2,500 Operational Employees CENTRO NGD HOLDINGS: Unsecureds Will Get 33% of Claims in Plan COINBASE GLOBAL: CEO Blames SEC Memo for Bankruptcy Risk Alarm COMMUNITY CARE: Moody's Lowers CFR & First Lien Term Loan to B3 CORP GROUP BANKING: Inks $24.5 Million Deal With Affiliates CRESTLLOYD LLC: Plan Exclusivity Period Extended to June 23 CROSSROADS CHARTER ACADEMY: S&P Cuts 2007/12 Bonds Rating to 'B+' CYPRESS ENVIRONMENTAL: Changes Prepackaged Chapter 11 Plan CYPRESS ENVIRONMENTAL: NYSE Suspends Trading, Starts Delisting CYPRESS ENVIRONMENTAL: Unsecureds to Get Nothing in Joint Plan FABMETALS INC: Fine-Tunes Plan Documents FREEDOM MORTGAGE: Moody's Alters Outlook on 'B1' CFR to Stable FSO JONES: Bankruptcy Case Dismissed After Movie Rights Sold G.D. III: Seeks to Hire Mummert Law Firm as Bankruptcy Counsel GARUDA HOTELS: Case Summary & 11 Unsecured Creditors GUARACHI WINE: Wins Interim Cash Collateral Access H-CYTE INC: Amends Note Conversion Agreement With Investors HAN JOE: Case Summary & 17 Unsecured Creditors HEMISPHERE MEDIA: Gato Transaction No Impact on Moody's B2 Rating HIGHLAND PROPERTY: Unsecureds Will Get 100% of Claims in 60 Months INTELLIGENT SURVEILLANCE: Net Disposable Income to Fund Plan IRONWOOD FINANCIAL: Plan Exclusivity Extended Until June 27 KAIZEN EDUCATION FOUNDATION: S&P Affirms 'BB' Rating on Rev. Bonds KING'S TOWING: Unsecureds to be Paid in Full in Subchapter V Plan LANDMARK 99: Unsecureds Will Get 5% of Claims over 5 Years LARSON VALLEY: Lender Seeks to Terminate Cash Collateral Access LATAM AIRLINES: Reaches Deal With Creditors Fighting Plan LATAM AIRLINES: White & Case 7th Update on LATAM Bondholders LIGHT OF THE WORLD: Voluntary Chapter 11 Case Summary LOGIX HOLDING: Moody's Affirms Caa2 CFR, Outlook Remains Negative LOGIX HOLDING: S&P Raises First-Lien Debt Rating to 'CCC+' LTL MANAGEMENT: Talc Claimants Okayed for 3rd Circuit Appeal LTL MANAGEMENT: Womble Bond Represents States Group LUCID ENERGY II: Moody's Affirms 'B2' CFR, Outlook Remains Stable MARQ POWDER: Amends IRS & SBA Secured Claims Pay Details MAXLINEAR INC: S&P Places 'BB' ICR on CreditWatch Negative MEZZ57TH LLC: Wins Interim Cash Collateral Access NORCROSS LODGING: Amends Plan to Include Unsec. Convenience Claims OEG BORROWER: Moody's Assigns B2 CFR, Outlook Stable OMAGINE INC: Updates Reorganizing Plan Disclosures PANO LLC: Gets Interim OK to Hire John Sommerstein as Legal Counsel PH BEAUTY: S&P Downgrades ICR to 'CCC+', Outlook Negative PRICHARD WATERWORKS: S&P Affirms 'B' Rating on 2019 Revenue Bonds PUERTO RICO: Bankruptcy Stay Protects Government Employees PURDUE PHARMA: States Object to $3 Mil. CEO Bonus REDWOOD EMPIRE: Wins Continued Cash Collateral Access ROBERT WEAVER: Ongoing Operations to Fund Plan Payments SABERT CORP: Moody's Alters Outlook on 'B2' CFR to Negative SAN DIEGO TACO: Unsecureds Will Get 29.87% in Consensual Plan SILVER STATE: Plan Solicitation Period Extended to June 30 STONEWAY CAPITAL: Court Approves Plan, 3rd-Party Releases SUMMER AVE: Taps Law Offices of Louis S. Robin as Counsel SUNGARD AS: Proskauer, Gray Represent Term Lender Group SWISSBAKERS INC: Wins Cash Collateral Access Thru June 22 TALEN ENERGY: Akin Gump Advises GoldenTree, Other Lenders TALEN ENERGY: K&S Represents Term Loan and Secured Notes Group TALEN ENERGY: Moody's Withdraws Ca CFR Following Bankruptcy Filing TALEN ENERGY: Porter, Paul Represent Crossholder Group TALEN ENERGY: Zack, Kirkland Represent Unsecured Noteholders Group TIGER OAK: Plan Disclosures Inaccurate, Greenspring Says TRI-WIRE ENGINEERING: Plan Disclosures Inadequate, UST Says TWO'S COMPANY: Unsecureds to 12 Cents on Dollar in Plan UNITED WAY OF SALEM: Creditors to Get Proceeds From Liquidation VINO CAFE: Continued Operations to Fund Plan Payments VJGJ INC: To Seek Plan Confirmation on May 25 WELCOME MOTELS: Case Summary & Seven Unsecured Creditors WHOLE EARTH: S&P Alters Outlook to Stable, Affirms 'B' ICR WINTER GARDEN: S&P Affirms 'CC' LT Rating on 1994 Revenue Bonds [*] Troubled Company Reporter Interview with Stephanie Wickouski [^] BOND PRICING: For the Week from May 9 to 13, 2022 ********* 203 W 107 STREET: Plan Exclusivity Period Extended to June 28 ------------------------------------------------------------- 203 W 107th Street, LLC obtained an order from the U.S. Bankruptcy Court for the Southern District of New York extending its exclusivity periods to file a Chapter 11 plan and solicit acceptances for the plan to June 28 and Aug. 28, respectively. Under U.S. bankruptcy rules, companies in Chapter 11 protection have the sole right to craft and formally propose turnaround plans unless a judge strips them of that right. The extension will allow 203 W 107th Street and its lender, LoanCore Capital Credit REIT, LLC, to work towards confirmation of the company's Chapter 11 plan of liquidation filed in April last year. LoanCore is currently working on obtaining financing in connection with the new mortgages against properties of 203 W 107th Street and its affiliates from new lenders. LoanCore has agreed to contribute funds to the new owners of the properties who need those funds to pay claimants under the proposed liquidating plan. About 203 W 107 Street 203 W 107 Street, LLC and 10 other entities affiliated with Emerald Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12960) on Dec. 28, 2020. The Debtors are single asset real estate entities that own residential buildings on 107th Street and 117th Street in Manhattan. There are several hundred tenants currently residing in the properties. 203 W 107 Street disclosed total assets of $7,044,031 and total liabilities of $102,929,476 in its petition signed by Ephraim Diamond, chief restructuring officer. Mr. Diamond and Arbel Capital Advisors LLC have been retained to assist the Debtors and Emerald in complying with their obligations under a restructuring support agreement with LoanCore. The Honorable Lisa G. Beckerman presides over the case. Backenroth Frankel & Krinsky, LLP and Belkin Burden Goldman, LLP, serve as the Debtors' bankruptcy counsel and special counsel, respectively. On April 14, 2021, the Debtors filed their Chapter 11 plan of liquidation and disclosure statement. 203 W 107 STREET: Wins June 28 Plan Exclusivity Extension --------------------------------------------------------- The Honorable Lisa G. Beckerman of the U.S. Bankruptcy Court for the Southern District of New York extended the periods within which 203 W 107 Street LLC and its affiliates have the exclusive rights to file its Plan through and including June 28, 2022, and solicit acceptance through and including August 28, 2022. The Debtors' significant progress toward remediating conditions and the New York City Housing Preservation & Development ("HPD") violations at the Properties, obtaining approval of the Disclosure Statement, preparing the Plan Supplement and exhibits thereto, obtaining interim and final approval of the DIP Motion, obtaining interim approval of the Second DIP Motion, settling several dozen tenant claims, prosecuting an omnibus claims objection to resolve 9 separate claims that the Legal Aid Society filed against the Debtors' estates, resolving the DOF claim, and continuing negotiations to resolve disputed claims and objections to the Plan, given the numerous constituencies with interests, i.e., the Parties in Interest, and the size and complexity of these Chapter 11 Cases, work remains. Among other things, the Debtors continue to focus on analyzing the claims pool through independent investigation of the claims asserted prior to entry of the Bar Date Order and addressing the City Objection. Also since the Petition Date, the Debtors have paid their vendors in the ordinary course of business or as otherwise provided by orders of the Court. Importantly, the Debtors maintain their ability to continue to pay their bills throughout these Chapter 11 Cases in light of the liquidity provided through the use of cash collateral and the monies borrowed from LoanCore Capital Credit REIT LLC ("LoanCore") pursuant to the DIP Motion and the Second DIP Motion. At present, LoanCore is still working on obtaining financing in connection with the New Mortgages from one or more New Mortgage Lender(s). Based on the current status of LoanCore???s financing efforts and the Debtors' and LoanCore's ongoing efforts to resolve the remaining tenant claims (i.e., tenant claims not subject to the Omnibus Objection, the 117th Settlement Motion, or the Ad Hoc Group Settlement Motion), the Debtors currently expect to proceed with confirmation of the Plan in late Spring 2022. The extension of the Debtors' Exclusivity Periods will preserve and capitalize on the progress made to date in their efforts and continue to advance towards confirmation and exit. All Parties in Interest have had an opportunity to actively participate in substantive discussions with the Debtors throughout these Chapter 11 Cases. A copy of the Debtors' Motion to extend is available at https://bit.ly/374UCYZ from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/38FmVhg from PacerMonitor.com. About 203 W 107 Street 203 W 107 Street, LLC and 10 other entities affiliated with Emerald Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12960) on December 28, 2020. The Debtors are single asset real estate entities that own residential buildings on 107th Street and 117th Street in Manhattan. There are several hundred tenants currently residing in the properties. 203 W 107 Street disclosed total assets of $7,044,031 and total liabilities of $102,929,476 in its petition signed by Ephraim Diamond, chief restructuring officer. Mr. Diamond and Arbel Capital Advisors LLC have been retained to assist the Debtors and Emerald in complying with their obligations under a restructuring support agreement with LoanCore. The Honorable Lisa G. Beckerman presides over the case. Backenroth Frankel & Krinsky, LLP and Belkin Burden Goldman, LLP, serve as the Debtors' bankruptcy counsel and special counsel. On April 14, 2021, the Debtors filed their Chapter 11 liquidation and disclosure statement plan. 265 OCEAN PARKWAY: Plan Exclusivity Period Extended to July 11 -------------------------------------------------------------- 265 Ocean Parkway, LLC obtained an order from the U.S. Bankruptcy Court for the Eastern District of New York extending to July 11 the period during which only the company can file a Chapter 11 plan. Meanwhile, the exclusivity period to solicit acceptances for the plan has been extended for 60 days from July 11. Since its Chapter 11 filing, 265 Ocean Parkway has arranged for a debtor-in-possession loan of up to $3,472,486.29 from one of its investors, Simon Alishaev, to fund construction at its property. The loan was approved early last month and a proposed final DIP order is pending review by the Court. With financing in place, 265 Ocean Parkway will be able to jump start construction, which in turn will enable the company to begin serious negotiations with creditors. In the meantime, the company seeks an extension of exclusivity to preserve the status quo while the plan process unfolds, according to the company's attorney, J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein, LLP. About 265 Ocean Parkway 265 Ocean Parkway, LLC is a Brooklyn, N.Y.-based company, which owns a real property that it acquired about 10 years ago with the intention of redeveloping the site into a residential condominium building. The property is located at 265 Ocean Parkway, Brooklyn, N.Y. 265 Ocean Parkway filed a petition for Chapter 11 protection (Bankr. E.D. NY Case No. 21-42325) on Sept. 14, 2021, listing as much as $10 million in both assets and liabilities. Michael Sorotzkin, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP as legal counsel. 317 NORTH CENTER: Plan Exclusivity Period Extended to Aug. 30 ------------------------------------------------------------- Judge Benjamin Hursh of the U.S. Bankruptcy Court for the District of Montana extended to Aug. 30 the exclusivity period for 317 North Center Avenue Building, LLC to file a Chapter 11 plan and solicit acceptances for the plan. The extension will give the company more time to review and incorporate any necessary revisions into its proposed Chapter 11 plan of reorganization arising from the completion of its tax returns, which resolved the Montana Department of Revenue's concerns. 317 North Center filed its reorganization plan and disclosure statement on Jan. 14. The feasibility of the plan is based on continuing to lease the company's real property -- a single building in Hardin, Mont. -- to Brass Rail Tavern, LLC or another tenant with monthly payments equal to or exceeding $1,800 under a triple net lease. A hearing to consider approval of the disclosure statement is scheduled for May 24. About 317 North Center 317 North Center Avenue Building, LLC, filed a petition for Chapter 11 protection (Bankr. D. Mont. Case No. 21-10118) on Oct. 18, 2021, listing as much as $500,000 in both assets and liabilities. Judge Benjamin P. Hursh oversees the case. Patten, Peterman, Bekkedahl & Green, PLLC and Red Tree CPAs serve as the Debtor's legal counsel and accountant, respectively. ABERCROMBIE & FITCH: S&P Alters Outlook to Pos., Affirms 'BB-' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on New Albany, Ohio-based specialty apparel retailer Abercrombie & Fitch Co. (ANF) to positive from stable and affirmed its ratings on the company, including the 'BB-' issuer credit rating. The positive outlook reflects the potential for a higher rating over the next 12 months if ANF sustains positive operating trends across its two key brands and meets S&P's forecast while maintaining adjusted leverage below 3x. S&P said, "The positive outlook reflects continued strength at its main two brands???Abercrombie and Hollister???although we expect performance will moderate in 2022 as consumer savings normalize. ANF's 2021 results outperformed our former base case, thanks to a strong revenue growth at Abercrombie (about 42% of total net sales), which grew 6% in the fourth quarter of 2021, and Hollister (about 58% of total net sales), which grew 2%. Overall, the company benefited from pent-up demand in 2021, with support from school reopenings and stimulus payments as well as the continued trend toward casual apparel. "We expect the Abercrombie brand will continue driving sales in the next 12 months. The company initiated the rebranding in late 2018 to target young millennial customers after years of declining sales and we expect its turnaround to remain successful partially because it closed unprofitable stores and updated store formats. Delays in receiving inventory and store closures in EMEA had a larger impact on Hollister during the fourth quarter of 2021. However, its U.S. stores continue to post positive comparable sales in line with pre-pandemic trends. In addition, the company announced the launch of a new sub-brand, YPB, in March 2022 in the growing but competitive activewear apparel segment. We expect the additional revenue from the nascent brand to be minimal in the short term, but the company's loyalty program will continue to provide growth tailwinds this year. "Industry headwinds and macroeconomic uncertainty remain despite rapid growth in digital sales. Revenue from ANF's digital channel accounts for approximately 47% of total fiscal 2021 sales. We believe the digital channel will remain strong in 2022 even as consumer behaviors normalize. Even as the pandemic is subsiding, we believe a good portion of shopping for specialty apparel has permanently shifted online because of the increased infrastructure to support this channel more effectively and shifting consumer shopping preferences. As ANF reduces its brick-and-mortar footprint and mall exposure, we believe its ability to offer a differentiated and seamless customer experience--both in store and online--will be essential to long-term success. "Our rating incorporates our view that the company remains vulnerable to changes in consumer discretionary spending and fashion risks. Given the fierce competition in the apparel retail segment, execution misses on product assortments could pressure earnings and deteriorate credit metrics more than we envision. Having a more diversified set of performing brands and an established record of effective brand management could mitigate these risks. "Higher freight charges and inflationary costs in 2022 will likely affect margins, but fleet rationalization efforts and lean inventory positions should partly offset these pressures.In 2021, the company's operating margin reached its highest level in the last 10 years through higher AURs across all its brands and reduced promotions and markdowns due to better inventory management. We expect margins to reverse somewhat in 2022 as the general retail environment returns to more promotions, supply chain challenges persist most of the year, and high inflation and wage increases amplify cost pressures. In fiscal 2021, the company continued optimizing its global store network by closing 44 locations and reducing its total gross square footage while updating its store format. In fiscal 2022, we expect the company's annual net store openings to be greater than closures for the first time since 2008. However, we believe adjusting its store fleet (including closing flagship stores and renegotiated lease terms) will continue to provide flexibility to realize incremental occupancy savings." Elevated cash balances, a low level of debt, and a moderate financial policy continue to support the rating on ANF. ANF's adjusted leverage declined by more than a turn over the last year at 1.5x in 2021, largely reflecting its robust earnings growth. With strong free cash flow generation of about $180 million for the year, the company reported a sizable cash balance of $823 million as of fiscal-year-end 2021, notably exceeding its reported debt of about $300 million, which resulted in a net cash position. S&P said, "We expect the company to maintain its moderate financial policy using internally generated cash flow to fund capital expenditures and moderate share repurchases, while keeping substantial cash on its balance sheet. We expect higher sales volumes and lower occupancy expenses to lead to steady cash flow and earnings, with leverage remaining below 3.0x on a sustained basis." The positive outlook reflects the possibility of an upgrade over the next 12 months if the company extends its good operating performance record for both of its key brands that expands its EBITDA base and keeps adjusted leverage below 3x. S&P could revise the outlook to stable if: -- A worsening macroeconomic environment or operational misstep causes weaker performance, resulting in revenue and profitability contracting materially below our base-case forecast; or -- The company shifts to a more aggressive financial policy with larger shareholder repurchases or a large debt-funded acquisition with leverage remaining above 3x. S&P could raise the ratings if: -- Successful execution extends its operating record and performance in line with S&P's base-case expectations with an established record of effective brand management, including sustained positive comparable-store sales growth in the U.S. for the two main brands; and -- S&P expects the company to maintain its conservative financial policy, supporting adjusted leverage comfortably below 3x. ESG credit indicators: E-2; S-2; G-2 AGILE THERAPEUTICS: Amends Credit Pact to Waive Financial Covenants ------------------------------------------------------------------- Agile Therapeutics, Inc. entered into a fourth amendment to the Credit Agreement and Guarantee dated Feb. 10, 2020, as amended on Feb. 26, 2021, Jan. 7, 2022 and March 10, 2022, between the company and Perceptive Credit Holdings III, LP. The Fourth Amendment waived Agile Therapeutics' obligations to comply with certain financial covenants relating to minimum revenue requirements through Sept. 30, 2022, conditioned upon the satisfaction of certain conditions, including the company raising additional capital and prepaying a portion of its outstanding debt by May 31, 2022. About Agile Therapeutics Agile Therapeutics, Inc. is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Agile reported a net loss of $74.89 million for the year ended Dec. 31, 2021, a net loss of $51.85 million for the year ended Dec. 31, 2020, and a net loss of $18.61 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $39.33 million in total assets, $30.06 million in total liabilities, and $9.27 million in total stockholders' equity. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has generated losses since inception, used substantial cash in operations, anticipates it will continue to incur net losses for the foreseeable future, requires additional capital to fund its operating needs and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AGILE THERAPEUTICS: Officers Forgo $700K 2021 Performance Bonuses ----------------------------------------------------------------- The compensation committee of Agile Therapeutics, Inc.'s board of directors was notified by the executive officers of the company, Al Altomari, Geoffrey P. Gilmore and Paul Korner, that they, along with other corporate officers and two other members of the senior management team, were voluntarily forgoing the cash bonuses that they had earned for their performance in 2021 and that had been granted by the compensation committee in January 2022. The senior management bonuses, which are approximately $700,000, are planned to be used for general corporate purposes. About Agile Therapeutics Agile Therapeutics, Inc. is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Agile reported a net loss of $74.89 million for the year ended Dec. 31, 2021, a net loss of $51.85 million for the year ended Dec. 31, 2020, and a net loss of $18.61 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $39.33 million in total assets, $30.06 million in total liabilities, and $9.27 million in total stockholders' equity. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has generated losses since inception, used substantial cash in operations, anticipates it will continue to incur net losses for the foreseeable future, requires additional capital to fund its operating needs and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AGILE THERAPEUTICS: Regains Compliance With Nasdaq Listing Rule --------------------------------------------------------------- Agile Therapeutics, Inc. received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the company that the staff has determined that for 10 consecutive business days, from April 26, 2022 to May 10, 2022, the minimum closing bid price for the company's common stock was at least $1.00 per share. Accordingly, the staff has determined that the company has regained compliance with Listing Rule 5550(a)(2) and it has indicated that the matter is now closed. On Nov. 9, 2021, Agile received a deficiency letter from Nasdaq notifying the company that, for 30 consecutive business days preceding the date of the letter, the closing bid price for the company's common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). About Agile Therapeutics Agile Therapeutics, Inc. is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Agile reported a net loss of $74.89 million for the year ended Dec. 31, 2021, a net loss of $51.85 million for the year ended Dec. 31, 2020, and a net loss of $18.61 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $39.33 million in total assets, $30.06 million in total liabilities, and $9.27 million in total stockholders' equity. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has generated losses since inception, used substantial cash in operations, anticipates it will continue to incur net losses for the foreseeable future, requires additional capital to fund its operating needs and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ALTO MAIPO: Gets Court Okay to Restructure Debt, Exit Bankruptcy ---------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Alto Maipo SpA, a bankrupt hydroelectric power plant project in Chile, won court approval to implement its debt restructuring plan and exit bankruptcy. "I'm very pleased that we got here," U.S. Bankruptcy Judge Karen Owens said in a hearing held by video conference Friday, May 13, 2022. "I'm very pleased with the result." The plan calls for giving senior secured lenders new secured debt and paying general unsecured creditors in full, according to court papers. Alto Maipo's parent, AES Andes, will retain ownership of the project. About Alto Maipo Alto Maipo owns the Alto Maipo Hydroelectric Project, outside Santiago, Chile, which is currently under construction. The project comprises two run-of-the-river plants with a combined installed capacity of 531 megawatts. The run-of-the-river project is a joint venture between U.S. utility subsidiary AES Gener and Chilean mining company Antofagasta Minerals (AMSA). Alto Maipo Delaware LLC and Alto Maipo SpA sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11507) on Nov. 17, 2021. Javier Dib, board president and chief restructuring officer, signed the petitions. At the time of the filing, Alto Maipo Delaware LLC estimated between $1 billion and $10 billion in both assets and liabilities. The cases are handled by Judge Karen B. Owens. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Cleary Gottlieb Steen & Hamilton LLP as legal counsel; Nelson Contador Abogados & Consultores SpA as local Chilean counsel; AlixPartners, LLP as financial advisor; and Lazard Freres & Co. LLC and Lazard Chile SpA as investment banker. Prime Clerk, LLC, is the claims, noticing and administrative agent. ARMSTRONG FLOORING: Gets Court Approval for Temporary Cash Use -------------------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge Wednesday, May 11, 2022, granted flooring supplier Armstrong Industries temporary access to cash collateral to allow it to pay employees and vendors while it tries to resolve lender objections to its proposed $30 million bankruptcy financing package. U.S. Bankruptcy Judge Mary F. Walrath said she would approve the compromise and postpone a final decision on cash collateral and the debtor-in-possession financing until Friday at a virtual hearing just hours before counsel for Armstrong said the company would need the cash to make payroll. Armstrong, a leading global producer of vinyl flooring materials, filed for Chapter 11 protection Sunday, May 8, 2022. About American Flooring Armstrong Flooring, Inc. (NYSE: AFI) -- https://www.armstrongflooring.com/ -- is a leading global manufacturer of flooring products and one of the industry's most trusted and celebrated brands. The company continually builds on its resilient, 150-year legacy by delivering on its mission to create a stronger future for customers through adaptive and inventive solutions. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring safely and responsibly operates eight manufacturing facilities globally. BETTER 4 YOU: Seeks to Hire James Wong of Armory Consulting as CRO ------------------------------------------------------------------ Better 4 You Breakfast, Inc. seeks approval from the U.S. Bankruptcy Court for the Central for the District of California to hire James Wong of Armory Consulting Co. as its chief restructuring officer. The Debtor requires a CRO to provide these services in connection with its Chapter 11 case: i. Strategy. Provide general bankruptcy financial strategy, including assisting in negotiating with prospective buyers. ii. Control of Cash and Disbursements. The CRO will control the Debtor's cash, including approval of all disbursements made by the Debtor. The CRO will take possession of and receive from all depositories, banks, savings and loan associations, thrifts, brokerages, and otherwise, any money on deposit in such institutions relating to the Debtor's estate, or income accounts of the Debtor, and may open or close any and all monetary accounts, including bank checking, savings, money market, certificate of deposit or brokerage accounts. iii. Cash Collateral Budget. The CRO will prepare a revised 4-week cash collateral budget (4-week budget), and any continuing 4-week budgets, subject to the lender's approval. iv. Reporting. The CRO will supervise the Debtor's preparation of required reporting, including monthly operating reports, the 4-week budget, or other periodic financial forecasts and corresponding variance reports, liquidation analysis, and any related financial reporting. v. Authority. The CRO will have complete and unequivocal authority to: a. manage the sale process and instruct the Debtor's counsel, investment banker and any other professionals with respect thereto; and b. establish, populate and maintain the virtual data staging room and virtual data room with respect to such sale; vi. Assist in negotiating and serving as a liaison between the Debtor and its creditors or their representatives; vii. Provide testimony, including deposition testimony, before the bankruptcy court on matters within Armory's expertise and consistent with Armory's scope of services; viii. Communications. The CRO will have complete authority to have direct communications with the lender or its advisors, the unsecured creditors committee's advisors, lessors, landlords, or any other interested party. ix. Evaluate the possible rejection of any executory contracts and unexpired leases; x. Assist in the evaluation and analysis of avoidance actions and causes of action; xi. Oversee analysis of creditors' claims; and xii. Render additional services as may be mutually agreed upon in writing between the Debtor and Armory. The hourly rates charged by the firm for its services are as follows: James Wong, Principal $485 Frank H. Nakada, Restructuring consultant $385 Debbie Margolis, Bankruptcy consultant $385 Mr. Wong, a principal at Armory, disclosed in a court filing that he and his firm are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: James Wong Armory Consulting Co. 3943 Irvine Blvd., #253 Irvine, CA 92602 Phone: (714) 222-5552 Email: jwong@armoryconsulting.com About Better 4 You Breakfast Better 4 You Breakfast, Inc. is a school meal vendor based in Los Angeles, Calif. Better 4 You Breakfast sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10994) on Feb. 24, 2022, listing as much as $50 million in both assets and liabilities. Fernando Castillo, president, signed the petition. Judge Barry Russell oversees the case. Daniel A. Tilem, Esq., at the Law Offices of David A. Tilem and James Wong, a principal at Armory Consulting Co., serve as the Debtor's legal counsel and chief restructuring officer, respectively. BLUE WHALE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Blue Whale Studios, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral on an emergency basis to continue its operations in accordance with the proposed budget. The Debtor proposes to use cash collateral for general operational and administrative expense. The Debtor is comprised of two members each owning 50% of the Debtor, Jonah Levy and Matthew Silva. The Debtor is led by Chief Executive Officer, Levy, an almost 30-year veteran of the entertainment industry and an accomplished makeup artist in his own right. During the Debtor's growth over the next five years, the Debtor partnered with Cosmix School of Makeup, helping to develop a new generation of artists' skill sets. Under this program, the Debtor had strict rules in place for any employee that would be teaching, including but not limited to the prohibition against socializing or fraternizing with students in any way. Unbeknownst to Mr. Levy, Mr. Silva began a secret, personal relationship with an intern in December 2020. When Mr. Levy learned about the inappropriate relationship in April 2021 from a different employee, Mr. Levy immediately inquired with Mr. Silva to confirm whether Mr. Silva had been having a relationship with the intern. When Mr. Silva confirmed the relationship, Mr. Levy requested Mr. Silva step away from daily operations. After continued discussions, it became apparent the partnership could not continue due to Mr. Silva's breach of ethical responsibilities and trust. Mr. Silva agreed to step aside from the business in May 2021. Due to Mr. Silva's status as a member of the Debtor, Mr. Silva had access to the Debtor's bank accounts. On July 30, 2021, without warning, Mr. Silva withdrew all the funds in the Debtor's bank accounts -- at least $279,000 (Converted Funds) -- and deposited the Converted Funds into a bank account in his own name and to which the Debtor has no access or control. Upon learning that Mr. Silva withdrew the Converted Funds, the Debtor demanded Mr. Silva return such funds to the Debtor immediately. Through negotiations among the parties' counsel, Mr. Silva returned a portion of the Converted Funds, but has refused to return at least $191,648. This matter is the subject of the litigation filed by Mr. Levy and the Debtor against Mr. Silva in the Superior Court of Cobb County. While the Debtor operated profitably in previous years, as with many other businesses, the COVID-19 pandemic substantially affected the Debtor's ability to operate. Due to the downturn in activity caused by the pandemic, the Debtor obtained COVID relief under the CARES Act from the United States Small Business Association. While the Debtor expects to be able to service its debt in the long run, Mr. Silva's conversion of the Debtor's funds, coupled with the impact from the pandemic, led to the Debtor falling behind on payments to creditors. With no other viable alternative in light of Mr. Silva's wrongful actions, the Debtor was forced to file for chapter 11 bankruptcy protection. The Debtor is a borrower under an EIDL loan in the original principal amount of $150,000 as evidenced by the Note with the SBA. The loan has a current balance of $154,000. The SBA asserts a security interest in the Debtor's tangible and intangible personal property pursuant to that Security Agreement dated May 7, 2020, and UCC Financing Statement No. 038-2020-014224 filed with the Coweta County, Georgia Clerk of Superior Court on June 4, 2020. As adequate protection for the use of cash collateral, the Debtor proposes to grant the Lender a replacement lien in post-petition collateral of the same kind, extent, and priority as the liens existing pre-petition, except that the Adequate Protection Lien will not extend to the proceeds of any avoidance actions received by the Debtor or the estate pursuant to chapter 5 of the Bankruptcy Code. A copy of the motion and the Debtor's 13-week budget through the week beginning August 1, 2022 is available for free at https://bit.ly/3N8Iu8H from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $13,527 for the week beginning May 9, 2022; $34,326 for the week beginning May 16, 2022; $6,528 for the week beginning May 23, 2022; $39,356 for the week beginning May 30, 2022; $23,278 for the week beginning June 6, 2022; $34,326 for the week beginning June 13, 2022; $6,528 for the week beginning June 20, 2022; $40,356 for the week beginning June 27, 2022; $24,065 for the week beginning July 4, 2022; $34,326 for the week beginning July 11, 2022; $6,528 for the week beginning July 18, 2022; $39,356 for the week beginning July 25, 2022; and $23,278 for the week beginning August 1, 2022. About Blue Whale Studios, LLC Blue Whale Studios, LLC operates a specialty makeup, costume, and prop facility based out of Atlanta, Georgia, serving the entirety of the entertainment industry, from film and television to theme parks and corporate events. The Debtor is comprised of two members each owning 50% of the Debtor, Jonah Levy and Matthew Silva. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-53632) on May 11, 2022. In the petition signed by Jonah Levy, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $500,000 in liabilities. William A. Rountree, Esq., at Rountree, Leitman & Klein, LLC is the Debtor's counsel. BULGARIAN BAR: Seeks to Hire Alla Kachan P.C. as Bankruptcy Counsel ------------------------------------------------------------------- Bulgarian Bar, Inc. 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 Debtor in administering the case; b) making motions or taking actions that 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 necessary steps 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 Debtor's plan of reorganization; g) providing additional services for the Debtor, which may be required in its case. The rates charged by the firm range from $250 per hour for clerks' and paraprofessionals' time, and $475 per hour for attorney time. The firm received an initial retainer in the amount of $20,000. Alla Kachan, Esq., a member of the Law Offices of Alla Kachan, 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: 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 Bulgarian Bar Bulgarian Bar, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40264) on Feb. 15, 2022, listing as much as $500,000 in both assets and liabilities. Judge Jil Mazer-Marino presides over the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. BULGARIAN BAR: Seeks to Hire Wisdom Professional as Accountant -------------------------------------------------------------- Bulgarian Bar, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Wisdom Professional Services, Inc. to prepare its monthly operating reports. The firm received an initial retainer in the amount of $3,000 on Feb. 2. The expected estimate monthly cost of services is $350. Michael Shtarkman, a certified public accountant at Wisdom Professional, disclosed in a court filing that his firm is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Shtarkman, CPA Wisdom Professional Services Inc. 626 Sheepshead Bay Road Suite 640 Brooklyn, NY 11224 Phone: 718-554-6672 Email: michael@shtarkmancpa.com About Bulgarian Bar Bulgarian Bar, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40264) on Feb. 15, 2022, listing as much as $500,000 in both assets and liabilities. Judge Jil Mazer-Marino presides over the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. CARE NEW ENGLAND: S&P B+ Rating, Alters Outlook to Negative ------------------------------------------------------------ S&P Global Ratings revised its outlook to negative from developing and affirmed its 'B+' rating on Rhode Island Health and Educational Building Corp.'s bonds issued for Care New England (CNE). "The outlook revision reflects continued financial pressure at CNE coupled with the Federal Trade Commission's Feb. 17 decision to block CNE's proposed merger with 'BBB+' rated Lifespan that in our view removes any upside potential for the rating," said S&P Global Ratings credit analyst Cynthia Keller. "Without this merger or other partnerships in place, we believe CNE's financial performance and trends could continue to be pressured and result in a lower rating over time." A lower rating is currently precluded by glimpses of improved operating performance between virus surges, management initiatives underway to reduce costs and improve revenue, and CNE's accelerated and multi-pronged approach to determine the organization's strategic direction, which S&P wants to factor into future ratings. CARVANA CO: Buys ADESA U.S.'s Physical Auction Business for $2.2B ----------------------------------------------------------------- Carvana announced the $2.2B acquisition of ADESA's U.S. physical auction business from KAR Global, consisting of 56 ADESA U.S. locations totaling approximately 6.5 million square feet of buildings on more than 4,000 acres. "This alignment with ADESA U.S. will further strengthen our foundation for growth and provide us with significant flexibility to execute our plan through a wide range of macroeconomic scenarios," says Ernie Garcia, Carvana founder and CEO. "Despite the recent industry slowdown, Carvana continues to grow and deliver exceptional experiences to an increasing number of customers. We aim to use this ADESA U.S. alignment to both improve the experiences of the ADESA U.S. physical auction customers and to focus on significant and sustainable efficiencies, and unit economic improvements, for Carvana to catapult back into rapid profitable growth as the industry inevitably rebounds." "We are committed to ensuring a seamless transition for the ADESA U.S. physical auction customers," said John Hammer, president of ADESA. "We're excited to collaborate to more positively impact the largest retail sector in the country, especially as we combine our physical auction and retail capabilities to better serve buyers, sellers and consumers across the automotive industry." Carvana was advised by Citi and J.P. Morgan Securities LLC as financial advisors and Kirkland & Ellis LLP as legal counsel. About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. The Company is transforming the used car buying and selling experience by giving consumers what they want - a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Carvana Co. reported a net loss of $287 million in 2021, a net loss of $462 million in 2020, a net loss of $365 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of March 31, 2022, the Company had $7.58 billion in total assets, $7.53 billion in total liabilities, and $52 million in total stockholders' equity. * * * As reported by the TCR on April 27, 2022, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Carvana Co. S&P said, "The affirmation and positive outlook reflect our expectation that the company's margins will slowly recover from issues in early 2022 and that the acquisition will support Carvana's growth strategy to leverage an enhanced physical footprint, though it will delay its path to positive free operating cash flow (FOCF)." In April 2022, Moody's Investors Service downgraded Carvana Co.'s, corporate family rating to Caa1 from B3. Moody's said the downgrade reflects Carvana's very weak credit metrics, persistent lack of profitability and negative free cash flow generation which Moody's expect to continue as the company embarks on building out, adequately staffing and ramping up acquired sites and existing locations to where they are cash flow positive on a sustained basis. The downgrade also reflects governance considerations particularly Carvana's financial policies which support its external floor plan facilities going current despite the expectation for significant negative free cash flow as well as its decision to finance the ADESA acquisition partially with debt despite its very high leverage. CARVANA CO: Terminates 2,500 Operational Employees -------------------------------------------------- Carvana Co. announced a workforce reduction of approximately 2,500 employees primarily in operational groups in connection with its plans to better align staffing and expense levels with sales volumes. All impacted team members will have the opportunity to receive four weeks of pay plus an additional week for every year they have been with Carvana. Impacted team members will also have the opportunity to receive extended healthcare coverage, pay equal to early vesting of certain previously granted equity awards, recruiting and resume support, and continuing participation in certain other company programs. The executive team is foregoing their salaries for the remainder of the year to help contribute to the severance pay for departing team members. In connection with these right-sizing initiatives, over the next several weeks Carvana will be transitioning operations away from its Euclid, OH IRC and a few logistics hubs. Carvana said "We believe these decisions, while extremely difficult, will result in Carvana restoring a better balance between its sales volumes and staffing levels and facilitate Carvana returning to efficient growth on its mission to change the way people buy and sell cars." Additional materials on Carvana's operating plan in the current industry and macroeconomic environment will be made available on the Investor Relations website. About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. The Company is transforming the used car buying and selling experience by giving consumers what they want - a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Carvana Co. reported a net loss of $287 million in 2021, a net loss of $462 million in 2020, a net loss of $365 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of March 31, 2022, the Company had $7.58 billion in total assets, $7.53 billion in total liabilities, and $52 million in total stockholders' equity. * * * As reported by the TCR on April 27, 2022, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Carvana Co. S&P said, "The affirmation and positive outlook reflect our expectation that the company's margins will slowly recover from issues in early 2022 and that the acquisition will support Carvana's growth strategy to leverage an enhanced physical footprint, though it will delay its path to positive free operating cash flow (FOCF)." In April 2022, Moody's Investors Service downgraded Carvana Co.'s, corporate family rating to Caa1 from B3. Moody's said the downgrade reflects Carvana's very weak credit metrics, persistent lack of profitability and negative free cash flow generation which Moody's expect to continue as the company embarks on building out, adequately staffing and ramping up acquired sites and existing locations to where they are cash flow positive on a sustained basis. The downgrade also reflects governance considerations particularly Carvana's financial policies which support its external floor plan facilities going current despite the expectation for significant negative free cash flow as well as its decision to finance the ADESA acquisition partially with debt despite its very high leverage. CENTRO NGD HOLDINGS: Unsecureds Will Get 33% of Claims in Plan -------------------------------------------------------------- Centro NGD Holdings LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization dated May 9, 2022. The Debtor is a limited liability corporation organized under the laws of the State of Florida. Centro owns and rents out 9 individual units (Units 501, 802, 1101, 1401, 2102, 3103, 3209, 3311, and 3503) (the "Units") in a 37-story 352-residence condominium building located at 151 SE 1st Street, Miami, Florida 33131. Centro commenced the instant case in order to realize the benefits of the surging South Florida real estate market and maximize the value of Centro's Units through a structured sale process negotiated with Centro's secured and unsecured creditors. Centro's projections about the prospects and the benefits of reorganization have materialized over the course of this case. Prior to commencing this case, the Debtor had a $2.6 million bulk sale offer for all of the Units, and currently the Debtor has an offer for $3.2 million bulk sale offer. Centro proposes to sell the Units for $3.2 million via a private bulk sale and arms-length transaction (the "Sale") to third-party LUX Rentals Florida Limited Partnership. The Sale is scheduled to close post confirmation, on or before June 30, 2022. The net proceeds of the Sale (the "Sales Proceeds") will be distributed among the holders of claims and interests. Any remaining deficiency amount, up to and including $20,000, will be funded by the Principal, from existing real estate investments in nondebtor affiliates. Upon confirmation of the Plan, the Units will be free and clear of all claims and interests of all creditors and the Principal, as the sole equity holder. The Debtor proposes to pay creditors from: (1) Sales Proceeds; and (2) funding, up to and including $20,000. provided by the Principal. The funds from the Principal will come from his existing real estate investments in non-debtor affiliates. The Debtor thus has the ability to meet the obligations under the Plan, as evidenced by the Contract for Sale and Purchase and the Principal's Funding Declaration. The Plan provides that all of the Units will be sold to LUX for $3.2 million, with the majority of claims being paid at closing. The Sale is scheduled to close post confirmation, on or before June 30, 2022. The remaining deficiency claims will be paid in full by the Principal, who will be obtaining the necessary capital from his real estate investments in non-debtor entities. All deficiency payments will be made within 60 days of the Effective Date. Class 7 consists of General unsecured class (deficiency claim) - U.S. Small Business Administration. Each holder will be entitled to pro rata payment from the $8,250.00 of their allowed claim within 60 days of the Effective Date. The allowed unsecured claims total $24,800.66. This Class will receive a distribution of 33% of their allowed claims. Class 8 consists of Equity interest holder Harvey Hernandez. Each holder will be entitled to retain their equity interest. A full-text copy of the Plan of Reorganization dated May 9, 2022, is available at https://bit.ly/3LaFA1P from PacerMonitor.com at no charge. Counsel for Debtor: Catherine D. Kretzschmar, Esq. Akerman LLP 201 East Las Olas Blvd., Suite 1800 Fort Lauderdale, FL 33301 Tel: 954-468-2443 Email: catherine.kertzschmar@akerman.com About Centro NGD Holdings Centro NGD Holdings, LLC is a Miami-based company engaged in activities related to real estate. Centro NGD Holdings filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. 22-10961) on Feb. 6, 2022, listing as much as $10 million in both assets and liabilities. Harvey Hernandez, managing member, signed the petition. Judge Robert A. Mark oversees the case. Catherine D. Kretzschmar, Esq., at Akerman, LLP serves as the Debtor's legal counsel. COINBASE GLOBAL: CEO Blames SEC Memo for Bankruptcy Risk Alarm -------------------------------------------------------------- Elise Hansen of Law360 reports that Coinbase Global Inc. has updated its risk disclosures to reflect new U.S. Securities and Exchange Commission (SEC) guidance about holding cryptocurrencies, CEO Brian Armstrong said as he sought to calm customers' nerves about what would happen to their holdings in the event of a bankruptcy. Coinbase Global Inc.'s quarterly report issued Tuesday included new risk factors explaining what could happen to certain users' holdings if the company were to go bankrupt. According to the filing, "custodially held" digital assets could be considered property of a bankruptcy estate and those Coinbase customers who use this service could find themselves treated as general unsecured creditors About Coinbase Global Inc. Coinbase Global, Inc. is a newly public company and one of the largest online cryptocurrency exchanges in the world. COMMUNITY CARE: Moody's Lowers CFR & First Lien Term Loan to B3 --------------------------------------------------------------- Moody's Investors Service has downgraded Community Care Health Network, LLC's (dba "Matrix") corporate family rating to B3 from B2 and probability of default to B3-PD from B2-PD. Concurrently, Moody's also downgraded to B3 from B2 the company's ratings on the $330 million senior secured first lien term loan and $20 million senior secured revolving credit facility. The outlook is stable. The CFR downgrade to B3 from B2 reflects Moody's expectations that revenue and profitability will deteriorate beyond Moody's previous assumptions given the steep decline of the Clinical Solutions business and lack of progress in the Clinical Care segment. Moreover, Moody's expects Matrix's debt-to-EBITDA (adjusted for operating leases) to reach very high levels, likely approaching 8.0 times through the end of 2022. This said, Moody's expect Matrix's liquidity to be adequate with no material debt repayments until the term loan matures in 2025. The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: Community Care Health Network, LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Bank Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Community Care Health Network, LLC Outlook, Remains Stable RATINGS RATIONALE The B3 corporate family rating reflects Matrix's relatively modest scale, deteriorating financial leverage, and narrowly focused business model. Matrix's financial leverage reached approximately 4.5 times as of December 2021, but Moody's expects leverage metrics to inflate substantially over the next few quarters. During 2020 and 2021, Matrix repurposed its staff and mobile clinics in response to the COVID-19 pandemic, providing COVID testing and employee-healthcare services to major corporate clients. Although unsustainable, the initiative proved to be extremely profitable, and Matrix's EBITDA (Moody's adjusted) doubled during 2020 and remained healthy during 2021. As the demand for COVID-related services decreases, in 2022, Moody's expects the company's financial leverage to quickly increase toward pre-pandemic levels (Matrix's leverage at the end of 2019 sat at 7.5 times). The financial leverage deterioration is aggravated by the lack of progress in the Clinical Care segment which was expected to firmly rebound following the alleviation of social distancing restrictions. Despite expectations of eroding financial performance, Moody's views Matrix as having adequate liquidity, benefiting from full access to its $20 million revolving credit facility (expiring in 2023) and healthy cash balance of around $50 million. However, Matrix's liquidity position is burdened by Moody's forecast of negative free cash flow, for the next 12 to 18 months, and expectations that the company would not be able to comply with its maximum net-debt leverage ratio of 5.75 times if the revolver usage exceeds 35% of its commitment. Moody's do not expect the company to draw on its revolver over the next 15 months given its cash position. The stable outlook reflects Moody's view that the company will maintain adequate liquidity despite expectations of revenue contraction and financial leverage deterioration. The outlook also considers the return of Matrix's revenue profile to pre-pandemic levels, where the Clinical Care segment was its main driver. Moreover, once revenue stabilizes, Moody's expects Clinical Care to grow in the single-digits driven by Medicare Advantage population growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if Matrix substantially increases scale, diversifies the revenue base, generates free cash flow, and decreases leverage such that Moody's adjusted debt-EBITDA is sustained below 6.0 times. On the other hand, factors that could lead to a downgrade include expectations of weakening liquidity, sustained negative free cash flow and further deterioration of revenue and profitability. The ratings for Matrix's debt instruments reflect both the overall Probability of Default of the company, B3-PD, and a loss given default assessment of the individual debt instruments. Since Matrix's debt capital structure consists of first-lien debt only, the revolver and term loan's facility ratings, at B3, directly reflect the company's B3 CFR. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Through its Risk Adjustment segment, Community Care Health Network, LLC (dba Matrix Medical Network, "Matrix") provides primarily home-based care management services for Medicare Advantage health plans in the U.S., including comprehensive health assessments ("CHAs") and chronic and post-acute-care management. Its Clinical Solutions unit focuses on providing employee health and wellness services, COVID-19 symptom screening and testing, vaccine studies and lab processing services. In 2021 the company generated revenues of about $400 million. Matrix was spun out from The Providence Service Corporation in an October 2016 buyout by Frazier Healthcare Partners. CORP GROUP BANKING: Inks $24.5 Million Deal With Affiliates ----------------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge on Thursday, May 12, 2022, set June 15, 2022 as the confirmation hearing date for Corp Group Banking's Chapter 11 plan, after the Chilean bank holding company said it had reached a $24.5 million settlement with nonbankrupt affiliates. At the virtual hearing, counsel for Corp Group told U.S. Bankruptcy Judge J. Kate Stickles that the company and its unsecured creditors are still trying to resolve their differences on the plan but that they are both ready to move forward with the hearing. About Corp Group Banking S.A. Corp Group Banking SA, a Chilean financial holding company controlled by billionaire Alvaro Saieh, and Inversiones CG Financial Chile Dos SpA filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-10969) on June 25, 2021. At the time of the filing, Corp Group Banking disclosed $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Simpson Thacher & Bartlett, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsel. Prime Clerk, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on July 20, 2021. The committee tapped Morgan, Lewis & Bockius, LLP as lead bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and NLD Abogados as special Chilean counsel. FTI Consulting, Inc., serves as the committee's financial advisor. The Debtors filed their joint Chapter 11 plan of liquidation and disclosure statement on Dec. 27, 2021. CRESTLLOYD LLC: Plan Exclusivity Period Extended to June 23 ----------------------------------------------------------- Judge Deborah Saltzman of the U.S. Bankruptcy Court for the Central District of California extended the exclusivity period for Crestlloyd, LLC to file a Chapter 11 plan to June 23 and to solicit acceptances for the plan to Aug. 22. About Crestlloyd LLC Crestlloyd, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-18205) on Oct. 26, 2021, listing as much as $500 million in both assets and liabilities. Judge Deborah J. Saltzman presides over the case. David B. Golubchik, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P. represents the Debtor as legal counsel. CROSSROADS CHARTER ACADEMY: S&P Cuts 2007/12 Bonds Rating to 'B+' ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on Crossroads Charter Academy, Mich.'s series 2007 and 2012 bonds to 'B+' from 'BB-'. The outlook is stable. "The downgrade reflects Crossroads' precipitous enrollment declines over the past three years, with enrollment falling 22% in fall 2021 from fall 2020 to just 326 students," said S&P Global Ratings credit analyst Mikayla Mahan. With enrollment declining below 400, we view the school's operating flexibility as extremely limited in the near term. Though management is projecting enrollment gains in fall 2022, past projections have not been met due to increased competition for students in the district, a trend exacerbated by pandemic pressures. "The downgrade also stems from historically negative operations that will likely manifest again in fiscal 2022 despite the $735,000 in ESSER II revenue that will be realized that fiscal year. Management plans to use roughly $1.6 million in ESSER III revenues across fiscal years 2023 and 2024 to compensate for coming budget shortfalls; in our opinion, the school will likely face significant operating pressure when the flow of these one-time funds ends in fiscal 2025 should the enrollment base fail to grow, especially given rising labor costs," said Ms. Mahan. However, fiscal 2021 operations showed improvement due to per-pupil revenue growth and $341,000 in ESSER I revenue, and the school's improved reserve position provides some support, precluding a lower rating at this time. At the end of fiscal 2021, Crossroads had approximately $5.9 million in total debt outstanding, consisting solely of its series 2007 and 2012 bonds. A pledge of the school's state aid revenues that are intercepted and sent directly to the trustee secures the bonds. S&P said, "We note that the calculation for debt service coverage, per the bond documents, varies from our calculation, basing coverage on 20% of gross state aid against maximum annual debt service (MADS) instead of total net revenues against MADS. For fiscal 2021, the annual debt service payment was 13.5% of state aid. Consequently, the school is still in compliance with its bond covenants. Management believes it will remain compliant in fiscal 2022. However, if Crossroads does not meet its near-term enrollment targets, it could deplete financial reserves and hamper its ability to pay debt service, which we view negatively." S&P said, "We assessed Crossroads' enterprise profile as highly vulnerable, characterized by declining enrollment, which is limited in size, coupled with no waitlist to withstand enrollment fluctuations. We view management's inability to stabilize operations apart from one-time funds negatively. We also believe the school's recent shorter three-year charter renewal and the authorizer's concerns regarding its academics and enrollment constitute credit risks. We assessed Crossroads' financial profile as vulnerable, reflecting its small operating base, history of negative operations, and a MADS coverage that has repeatedly dipped below 1x. Though fiscal 2021's financial operations improved due to savings and one-time revenues associated with the pandemic, we believe the school's operations are susceptible to further declines should management prove unable to attract and retain its student base. We believe that, combined, these credit factors lead to an anchor of 'b'. Given the school's slightly improved, though still limited, cash position and its modest debt burden, we believe that the school compares better to higher-rated peers at this time, resulting in a final rating of 'B+'. "The stable outlook reflects our view that the school will continue to meet its debt service requirements and near-term operating performance will be supported by federal stimulus funds. Though we understand liquidity will somewhat weaken as of fiscal year-end 2022, we anticipate that it will remain at a level comparable to historical levels." Crossroads Charter Academy is a charter school in Big Rapids that serves students from grades K-12. S&P said, "We view the risks posed by COVID-19 to public health and safety as an elevated social risk for the charter school sector under our environmental, social, and governance (ESG) factors due to potential effects on enrollment amid the emergence of COVID-19 variants and shifts in per-pupil funding beyond the near-term support provided by additional federal relief, which could affect school operations over time. For Crossroads, these risks are evident by the school's recent enrollment declines that worsened because of the pandemic, along with its reliance on federal stimulus to cover operations. In addition, we believe the school is affected by demographic pressures with years of Mecosta County's declining school-aged population causing an increasingly competitive landscape for students in Crossroads' market, which we view as an elevated social capital risk that could result in continued challenges with enrollment trends. "The school has a history of frequent turnover among its management team, above those of sector peers, that has contributed to very weak teacher retention in the most recent year. We believe this turnover lends to elevated risk associated with governance structure, risk management, and oversight. These risks are somewhat offset by the school completing its second year of contracted financial services with CS Partners and two years with the same, experienced superintendent. Nor does it expect any upcoming changes to the management team, which we view favorably. Despite the elevated social and governance risks, we consider the school's environmental risks in line with our view of the sector as a whole." CYPRESS ENVIRONMENTAL: Changes Prepackaged Chapter 11 Plan ---------------------------------------------------------- Vince Sullivan of Law360 reports that energy sector inspection service Cypress Environmental Partner LP told a Texas bankruptcy judge Wednesday, May 11, 2022, that it has made changes to its prepackaged Chapter 11 plan to address concerns raised earlier this week by the court over the lack of compensation going to creditors being asked to grant third-party releases. During a follow-up hearing to Monday's first-day hearing, debtor attorney Matthew Micheli of Paul Hastings LLP said the plan had been modified to provide a cash pool of $250,000 to be shared by general unsecured creditors in exchange for granting releases to the debtor and the prepetition secured lender. About Cypress Environmental Partners LP Cypress Environmental Partners LP offers suite of services includes inspection, water treatment, and other environmental services that help their customers protect people, property, infrastructure, and the environment with a focus on safety and sustainability. The Debtors' primary business, inspection services, provides essential environmental services, including inspection and integrity services on a variety of infrastructure assets such as midstream pipelines, oil and gas well gathering systems, natural gas plants, storage facilities, pumping stations, compression stations, and natural gas distribution systems. Cypress Environmental Partners LP and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 22-90039) on May 8, 2022. In the petition filed by Jeffrey Herbers, authorized signatory, Cypress Environmental Partners LP listed estimated total assets amounting to $96,978,000 and total liabilities of $62,418,000. The case is assigned to Honorable Bankruptcy Judge Hon. Marvin Isgur. The Debtor's counsels are James Grogan, Esq. of PAUL HASTINGS LLP, Justin Rawlins, Esq., and Matthew Micheli, Esq. FTI CONSULTING, INC. is the financial advisor, PIPER SANDLER & CO. is the investment banker,and KURTZMAN CARSON CONSULTANTS LLC is the claims agent. CYPRESS ENVIRONMENTAL: NYSE Suspends Trading, Starts Delisting -------------------------------------------------------------- The New York Stock Exchange LLC ("NYSE" or "Exchange") announced on May 9, 2022 that the staff of NYSE Regulation has determined to commence proceedings to delist the common units of Cypress Environmental Partners, L.P. (the "Company") -- ticker symbol CELP -- from the NYSE. Trading in the Company's common units will be suspended immediately. NYSE Regulation reached its decision that the Company is no longer suitable for listing pursuant to Listed Company Manual Section 802.01D. The Company filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas on May 8, 2022 and it is expected that the contemplated restructuring will result in the Company???s common units having no value. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange. The NYSE will apply to the Securities and Exchange Commission to delist the Company's securities upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. About Cypress Environmental Partners LP Cypress Environmental Partners LP offers suite of services includes inspection, water treatment, and other environmental services that help their customers protect people, property, infrastructure, and the environment with a focus on safety and sustainability. The Debtors' primary business, inspection services, provides essential environmental services, including inspection and integrity services on a variety of infrastructure assets such as midstream pipelines, oil and gas well gathering systems, natural gas plants, storage facilities, pumping stations, compression stations, and natural gas distribution systems. Cypress Environmental Partners LP and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 22-90039) on May 8, 2022. In the petition filed by Jeffrey Herbers, authorized signatory, Cypress Environmental Partners LP listed estimated total assets amounting to $96,978,000 and total liabilities of $62,418,000. The case is assigned to Honorable Bankruptcy Judge Hon. Marvin Isgur. The Debtor's counsels are James Grogan, Esq. of PAUL HASTINGS LLP, Justin Rawlins, Esq., and Matthew Micheli, Esq. FTI CONSULTING, INC. is the financial advisor, PIPER SANDLER & CO. is the investment banker,and KURTZMAN CARSON CONSULTANTS LLC is the claims agent. CYPRESS ENVIRONMENTAL: Unsecureds to Get Nothing in Joint Plan -------------------------------------------------------------- Cypress Environmental Partners, L.P. and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization dated May 9, 2022. Headquartered in Tulsa, Okalhoma, CELP is a publicly traded limited partnership that was formed in 2013. Trading of CELP's common units began in January 2014 on the New York Stock Exchange under the symbol "CELP". On the Effective Date, the Debtors will effectuate the transactions contemplated by the Plan. As a result: * each Holder of Prepetition First Lien Credit Agreement Claims (or its designee(s)) will receive New Interests equal to its Pro Rata New Interest Allocation to be issued by Reorganized CEP (subject to potential dilution by the Management Incentive Plan) in full satisfaction of all Prepetition First Lien Credit Agreement Claims; * each holder of an Other Secured Claim shall, in the sole discretion of the Reorganized Debtors, receive on the Effective Date (or as promptly thereafter as reasonably practicable) or in the ordinary course of the Reorganized Debtors' business: (a) payment in full in Cash, including the payment of any interest Allowed and payable under section 506(b) of the Bankruptcy Code; (b) delivery of the collateral securing such Allowed Other Secured Claim; or (c) treatment of such Allowed Other Secured Claim in any other manner that renders the Claim Unimpaired, including Reinstatement; * except to the extent that a holder of a Trade Claim agrees to receive different treatment, on and after the Effective Date, the Reorganized Debtors shall continue to pay or dispute each Trade Claim in the ordinary course of business as if the Chapter 11 Cases had not been commenced; * holders of General Unsecured Claims that are not otherwise paid during the pendency of the Chapter 11 Cases pursuant to an order of the Bankruptcy Court, shall receive no distribution and shall be discharged and extinguished; * all Interests in CELP and CEP (except for the New Interests) will be extinguished and the holders of such Interests shall not receive or retain any distribution, property, or other value on account of such Interests; * all Interests in the Debtors other than CELP and CEP will be Reinstated or cancelled and released without any distribution on account of such Interests; and * the Commitment Party will execute the Commitment Letter, pursuant to which the Commitment Party will provide post-Effective Date funding to the Reorganized Debtors necessary to fund their operations through (i) an equity investment or (ii) debt financing, on terms the terms and conditions acceptable to the Debtors and the Supporting Party. Class 5 consists of all General Unsecured Claims. On the Effective Date, all General Unsecured Claims shall be discharged and extinguished and the holders thereof shall not receive or retain any property under the Plan on account of such Claims. Allowed Claims in Class 5 are Impaired. On April 14, 2022, the indications of interest were presented to the Board of Directors (the "Board") of Cypress Environmental Partners GP, LLC, the general partner (the "General Partner") of CELP, and the Former Lenders. On April 22, 2022, the Former Lenders sold all of their Loans to Argonaut (the "Loan Sale") and Argonaut succeeded as collateral agent, administrative agent and Lender under the Credit Agreement. Immediately after completion of the Loan Sale, the Debtors and Argonaut commenced negotiations regarding a comprehensive reorganization of the Debtors' business and capital structure. Those discussions culminated in the execution of the Restructuring Support Agreement (the "Restructuring Support Agreement") on May 6, 2022, which provides the Company with a clear and expedited path to a confirmable chapter 11 plan of reorganization and a significantly deleveraged balance sheet, leaving very few impaired unsecured claims. Pursuant to the Restructuring Support Agreement, Argonaut agreed to vote in favor of the Debtors' Joint Prepackaged Chapter 11 Plan of Reorganization for Cypress Environmental Partners, L.P. and Its Debtor Affiliates, dated May 8, 2022. The Restructuring Support Agreement, and the Plan, contemplate a debt-to-equity recapitalization transaction, whereby Argonaut will receive 100% of the new equity interests of reorganized CEP in exchange for extinguishing the obligations remaining under the Credit Agreement (the "Restructuring Transaction"). The Restructuring Transaction will provide the Debtors and their business a fresh start, deleveraging their balance sheet, providing a stable platform to grow post-emergence and preserving hundreds of quality, high-paying jobs. In addition, the Restructuring Support Agreement provides for the payment in full of priority and trade claims and a funding commitment by the Commitment Party, pursuant to which the Commitment Party will provide post-Effective Date funding to the Reorganized Debtors necessary to fund their operations through (i) an equity investment or (ii) debt financing, on terms the terms and conditions acceptable to the Debtors and Prepetition First Lien Lender. The Reorganized Debtors shall fund distributions and satisfy applicable Allowed Claims under the Plan with Cash on hand and the proceeds of the Commitment. A full-text copy of the Disclosure Statement dated May 9, 2022, is available at https://bit.ly/3Mg5lzf from PacerMonitor.com at no charge. Debtors' Counsel: James Grogan, Esq. PAUL HASTINGS LLP 600 Travis Street, 58th Floor Houston, Texas 77002 Tel: (713) 860-7300 Fax: (713) 353-3100 Email: jamesgrogan@paulhastings.com - and - Justin Rawlins, Esq. 1999 Avenue of the Stars, 27th Floor Century City, California 90067 Tel: (310) 620-5700 Fax: (310) 620-5899 Email: justinrawlins@paulhastings.com - and - Matthew Micheli, Esq. Matthew Smart, Esq. Michael Jones, Esq. 71 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Tel: (312) 499-6000 Fax: (312) 499-6100 Email: mattmicheli@paulhastings.com matthewsmart@paulhastings.com michaeljones@paulhastings.com About Cypress Environmental The Debtors' suite of services includes inspection, water treatment, and other environmental services that help their customers protect people, property, infrastructure, and the environment with a focus on safety and sustainability. The Debtors' primary business, inspection services, provides essential environmental services, including inspection and integrity services on a variety of infrastructure assets such as midstream pipelines, oil and gas well gathering systems, natural gas plants, storage facilities, pumping stations, compression stations, and natural gas distribution systems. The Debtors filed Chapter 11 Petition (Bankr. S.D. Tex. Lead Case No. 22-90039) on May 8, 2022. In the petitions signed by Jeffrey Herbers, authorized signatory, the Debtors disclosed $96,978,000 in total assets and $62,418,000 in total debts. FABMETALS INC: Fine-Tunes Plan Documents ---------------------------------------- FabMetals, Inc., submitted a Third Amended Plan of Reorganization dated May 9, 2022. The benefit of this Plan is that it will allow a small business to continue operations while providing employment and benefits to its workforce. The benefit to all creditors is that they will receive a portion of their outstanding debt with the possibility of a higher return if the reorganized Debtor is successful. The Plan provides for a reorganization and restructuring of Debtor's financial obligations. The Plan provides for a distribution to creditors in accordance with the terms of the Plan from Debtor over the course of the Term, which is 3 years from the First Distribution Date (and approximately 40 months from the anticipated Substantial Consummation) ??? or to June 31, 2025 and based upon the projections. The Debtor intends to continue the employment of Tom and Cindy, the owners and officers of the corporation along with other insiders of the Debtor. The Debtor gave an across the board raise of 3% to all non-Hensley employees in March of 2022. As of June 1, 2022, that raise will be extended to the Hensleys. Thereafter, each of the Hensleys will receive cost of living raises along with other employees of the Debtor. The projections anticipate bonuses for Mark and Timothy Hensley at the rate of $15,000 each per year in 2023, 2024, and 2025. Class 6 consists of any Claim against the Debtor that does not fall within Classes 1-5 or 7. Allowed Class 6 Claims shall be paid the Pro Rata Allocation (together with Class 7 Claims) of the Net Excess Funds. Debtor estimates a distribution of approximately 27.24% over the Term, with the possibility of more being distributed to Class 6 Claims once there is a Finally Determined Stratacache Claim. Class 6 is impaired under the Plan and entitled to vote to accept or reject the Plan. Class 7 is made up of the Stratacache Claim and treated at an assumed amount of $2,361,270.00 until it is a Finally Determined Stratacache Claim. Until Class 7 is a Finally Determined Stratacache Claim or until the Final Distribution Date, whichever comes first, the Debtor shall distribute Pro Rata Allocation (together with Class 6 Claims) of the Net Excess Funds into the Escrow Account. Within 30 days after Class 7 becoming a Finally Determined Stratacache Claim, funds on deposit in the Escrow Account shall be re-determined for the proper Pro Rata Allocation, based upon the final amount of the Finally Determined Stratacache Claim, and such re-calculated amount as is available in the Escrow Account shall be distributed to Class 7. Any excess amounts remaining in the Escrow Account shall be distributed to Allowed Class 6 Claims in accordance with such re-calculation. If Class 7 becomes a Finally Determined Stratacache Claim before the Final Distribution, any remaining distribution shall be made directly to Class 7 creditors along with Class 6 creditors in accordance with the proper Pro Rata Allocation as to each. Class 8 consists of the ownership interest of Tommy and Cynthia Hensley. Class 8 shall retain its ownership interest in the Debtor. The salary of Tommy Hensley shall continue at $72,900 annually, subject to regular cost of living adjustments. The salary of Cynthia Hensley shall continue at $60,750 annually, subject to regular cost of living adjustments. Debtor anticipates the continued operations of the business, supplemented with draws from the DIP Lender will be adequate for operations. A full-text copy of the Third Amended Plan dated May 9, 2022, is available at https://bit.ly/3MhBvds from PacerMonitor.com at no charge. Counsel for Debtor: COOLIDGE WALL CO., L.P.A. Patricia J. Friesinger 33 West First Street, Suite 600 Dayton, Ohio 45402 Tel: 937/223-8177 Fax: 937/223-6705 E-Mail: friesinger@coollaw.com About Fabmetals Inc. New Carlisle, Ohio-based FabMetals, Inc., filed a petition for Chapter 11 protection (Bankr. S.D. Ohio Case No. 21-31583) on Sept. 17, 2021, listing as much as $10 million in both assets and liabilities. Judge Guy R. Humphrey oversees the case. Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A. and Kentner Sellers, LLP serve as the Debtor's legal counsel and accountant, respectively. Security National Bank, a Division of The Park National Bank, as lender, is represented by Vorys, Sater, Seymour and Pease, LLP. FREEDOM MORTGAGE: Moody's Alters Outlook on 'B1' CFR to Stable -------------------------------------------------------------- Moody's Investors Service has affirmed Freedom Mortgage Corporation's corporate family rating at B1, its long-term senior unsecured rating at B2, and has changed Freedom's outlook to stable from positive. Affirmations: Issuer: Freedom Mortgage Corporation LT Corporate Family Rating, Affirmed B1 Senior Unsecured Regular Bond/Debenture, Affirmed B2 Outlook Actions: Issuer: Freedom Mortgage Corporation Outlook, Changed To Stable from Positive RATINGS RATIONALE The affirmation of Freedom's B1 CFR reflects the company's solid franchise as a top ten US residential mortgage originator and servicer as well as its strong capitalization. Its capitalization as measured by tangible common equity to adjusted tangible managed assets (which excludes the Ginnie Mae loans eligible for repurchase from the denominator) was at 21.1% as of December 31, 2021. However, Freedom's profitability is somewhat weaker than the peer non-bank mortgage company average. The CFR also incorporates the credit challenges resulting from the company's reliance, similar to other non-bank mortgage companies, on confidence-sensitive secured funding to finance loan originations, resulting in elevated refinancing risk, as well as the market risk associated with its mortgage servicing rights (MSR) assets. With modest levels of unencumbered assets, the company's alternative financing options are limited, particularly during times of stress, in Moody's view. Furthermore, the yield on the company's unsecured debt is high, both on an absolute basis as well as compared to peers, thereby, the company's access to the unsecured debt market is weaker than peer average, a credit negative for the company's liquidity profile. Moody's changed Freedom's outlook to stable from positive due to the company's currently modest earnings and Moody's expectation that over the next 12-18 months earnings for the company will continue to be modest. Moody's expects the sector's profitability to decline materially as higher interest rates will result in materially lower origination volumes and industry excess capacity will keep gain-on-sale margins low. The change in outlook to stable was also driven by the company's currently weaker than average access to the unsecured bond markets. The stable outlook reflects Moody's expectation that over the next 12-18 months, the company's profitability will be modest, capitalization strong, and its funding and liquidity profile will be largely unchanged. The B2 senior unsecured bond rating is based on Freedom's B1 CFR and the application of Moody's Loss Given Default (LGD) for Speculative-Grade Companies methodology and model, which incorporate their priority of claim and strength of asset coverage. The one notch lower unsecured bond rating incorporates Moody's expectation that the company will not materially increase its reliance on secured corporate debt, whereby the ratio of secured debt associated with MSRs and secured corporate debt to total corporate debt will remain below 50%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Freedom strengthens its profitability such as by demonstrating through-the-cycle net income to assets (ROA) ratio of above 3.0%. In addition, the company would need to maintain strong capital levels, such as tangible common equity to adjusted tangible assets of around 20.0%. An upgrade would also likely be contingent upon the company exhibiting strengthened access to the unsecured bond markets that results in improved funding costs in relation to earning asset yields. The ratings could be downgraded if financial performance deteriorates, for example if the company's tangible common equity to adjusted tangible managed assets falls below and is expected to remain below 15.0%; or profitability deteriorates with ROA falling below peer average profitability such that through-the-cycle average ROA is below 2.0%. An increase in the company's reliance on secured debt, whereby secured MSR and secured corporate debt to total corporate debt increases to above 50% and is expected to remain above such level, could result in a downgrade of the long-term senior unsecured rating, as it would further subordinate its priority ranking. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. FSO JONES: Bankruptcy Case Dismissed After Movie Rights Sold ------------------------------------------------------------ Daniel Gill of Bloomberg Law reports that FSO Jones LLC's bankruptcy case was dismissed after the company's distributions rights for a Gerard Butler disaster movie sequel were sold, allowing all creditors to be paid in full. Judge Meredith S. Grabill of the U.S. Bankruptcy Court for the Eastern District of Louisiana approved the case dismissal, and the assumption and assignment of distribution agreements to an affiliate of the Najafi Companies, following a hearing Thursday, May 12, 2022. "It does not make sense to force a plan process," Judge Grabill said at the hearing. "The bankruptcy purpose is being achieved here" by the dismissal, she said. About FSO Jones, LLC FSO Jones, LLC is a global entertainment company that acquires, co-produces anddistributes films, digital content and music across multiple formats such as theatrical,television and OTT digital media streaming to consumers. FSO Jones LLC sought Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 22-10196) on Feb. 28, 2022. In the petition filed by Noah Fogelson, EVP and general counsel, FSO Jones listed estimated assets between $10 million and $50 million and estimated liabilities between $100 million and $500 million. The case is handled by Honorable Judge Meredith S. Grabill. KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL LLP, and HELLER, DRAPER & HORN, LLC serve as counsel to the Debtors. G.D. III: Seeks to Hire Mummert Law Firm as Bankruptcy Counsel -------------------------------------------------------------- G.D. III, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Mummert Law Firm to serve as counsel in its Chapter 11 case. The firm's services include: a. interviewing and consulting with the Debtor; b. examining and analyzing the financial situation and documents of the Debtor; c. advising the Debtor of courses of action to resolve its financial situation, both in or out of bankruptcy; d. providing the Debtor with requisite disclosures; e. collecting documents necessary to prepare and file bankruptcy schedules; f. preparing and reviewing bankruptcy schedules and statements of financial affairs; g. consulting with the Debtor for execution of the schedules and statements; h. investigating and advising the Debtor with regards to its rights in this bankruptcy proceeding; i. preparing and filing court papers; j. reviewing documents to determine any other possible claims; k. representing the Debtor at the "Section 341" meeting of creditors; and l. preparing the Debtor's Chapter 11 plan and disclosure statement. The hourly rates charged by the firm for its services are as follows: Attorneys $300 Law Clerk $100 The firm received an initial retainer in the amount of $10,262. As disclosed in court filings, Mummert Law Firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy J. Mummert, Esq. Mummert Law Firm 7348 Ritchie Highway Glen Burnie, MD 21061 Phone: (410) 766-1100 Fax: (410) 766-8880 Email: Timothy@mummertlaw.com About G.D. III G.D. III, Inc. is a Baltimore-based company engaged in renting and leasing real estate properties. G.D. III filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12393) on May 3, 2022, listing $6,500,000 in assets and $7,549,273 in liabilities. George Divel, III, president of G.D. III, signed the petition. Timothy Mummert, Esq., at Mummert Law Firm represents the Debtor as legal counsel. GARUDA HOTELS: Case Summary & 11 Unsecured Creditors ---------------------------------------------------- Debtor: Garuda Hotels, Inc. 1100 Danby Road Ithaca, NY 14850 Business Description: Garuda Hotels, Inc. is part of the traveler accommodation industry. The Debtor is the fee simple owner of a property located 1100 Danby Road Ithaca, New York valued at $6.65 million. Chapter 11 Petition Date: May 13, 2022 Court: United States Bankruptcy Court Northern District of New York Case No.: 22-30296 Judge: Hon. Wendy A. Kinsella Debtor's Counsel: Erica Aisner, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 Email: eaisner@kacllp.com Total Assets: $7,119,246 Total Liabilities: $7,472,933 The petition was signed by Jay Bramhandkar as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6EA2SVA/Garuda_Hotels_Inc__nynbke-22-30296__0001.0.pdf?mcid=tGE4TAMA GUARACHI WINE: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized Guarachi Wine Partners Inc., a California corporation, to use cash collateral on an interim basis in accordance with the Amended Budget, with a 20% variance through June 30, 2022. The Debtor has an immediate need to use Cash Collateral to pay the expenses set forth in the Amended Budget. Guarachi Wine contends the payment of expenses is necessary to enable the Debtor to avoid immediate and irreparable harm to the Debtor and its estate. City National Bank, N.A. and Parker Station, Inc. assert an interest in the Debtor's cash collateral. As adequate protection for the use of cash collateral, in addition to an equity cushion and continued operations, the Secured Creditors are granted replacement liens on, and security interests in, the assets of the Debtor's estate with the same extent, validity, and priority as the Secured Creditors??? prepetition liens on pre-petition collateral and all post-petition proceeds obtained by the Debtor from such pre-petition collateral. The Adequate Protection Liens are effective immediately without the requirement for any additional action by CNB or PSI, including the recordation of any new or amended UCC-1 Financing Statements provided that the automatic stay under Section 362 is lifted to the extent CNB or PSI desire to record any new or amended UCC-1 Financing Statements to cover the Adequate Protection Liens. A final hearing on the matter is scheduled for June 16 at 2 p.m. A copy of the order is available at https://bit.ly/3M8dCoB from PacerMonitor.com. About Guarachi Wine Partners Inc. Guarachi Wine Partners Inc. is a wine wholesaler based in California. Guarachi Wine Partners was founded by Alex Guarachi, has been in business since 1985, and was formally incorporated in January 1988, with Mr. Guarachi as its sole shareholder. Guarachi Wine Partners sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10545) on May 4, 2022. In the petition signed by Alejandro Guarachi, president and CEO, the Debtor disclosed up to $10million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchick, LLP is the Debtor's counsel. H-CYTE INC: Amends Note Conversion Agreement With Investors ----------------------------------------------------------- Effective as of May 4, 2022, HCyte, Inc. entered into an Amended and Restated Note Conversion Agreement with certain holders of its Tranche 1 Notes, (i) providing for a conversion price equal to the lesser of (x) $0.002 per share and (y) the price per share paid by the investors in such Qualified Financing for such New Securities purchased for cash and not through conversion of Notes (as such terms are defined in the Note Conversion Agreement), in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, (ii) automatic conversion upon the occurrence of a Qualified Financing, and (iii) amending the Notes' Maturity Date to June 17, 2022. Upon the effectiveness of the Company's previously disclosed 1,000-1 reverse split, the conversion price will adjust to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share. The Company shall also deliver the Investors certain milestone and royalty payments. The Investors include FWHC, LLC and certain of its affiliates. FWHC, LLC is the Company's principal stockholder. The Note Conversion Agreement also provides for the consummation of the Tranche 2 Financing on the terms set forth in the Tranche 2 Notes subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $500,000 and (ii) Tranche 2 Notes' being an unsecured obligation of the Company and expressly subordinate in all respects to all indebtedness of the Company under the Notes and including language in which the holders of such Tranche 2 Notes acknowledge, confirm and agree to the foregoing subordination terms. Pursuant to the terms of the Note Conversion Agreement, the Investors have agreed not to sell any capital stock of the Company for a period of 12 months following the Qualified Financing. The Notes currently represent the Company's only promissory note indebtedness. About H-CYTE Inc. Headquartered in Tampa, Florida, H-CYTE -- http://www.HCYTE.com-- is a hybrid-biopharmaceutical company dedicated to developing and delivering new treatments for patients with chronic respiratory and pulmonary disorders. H-Cyte reported a net loss of $4.80 million for the year ended Dec. 31, 2021, compared to a net loss of $6.46 million on $2.15 million of revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $321,405 in total assets, $4.98 million in total liabilities, and a total stockholders' deficit of $4.66 million. Tampa, Florida-based Frazier & Deeter, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Feb. 25, 2022, citing that he Company has negative working capital, has an accumulated deficit, has a history of significant operating losses and has a history of negative operating cash flow. These factors raise substantial doubt about the Company's ability to continue as a going concern. HAN JOE: Case Summary & 17 Unsecured Creditors ---------------------------------------------- Debtor: Han Joe Ro, LLC f/d/b/a Comfort Inn Conference Center Tumwater - Olympia d/b/a OYO Hotel Olympia - Tumwater 1620 74th Avenue SW Tumwater, WA 98501 Business Description: Han Joe Ro is part of the traveler accommodation industry. Chapter 11 Petition Date: May 12, 2022 Court: United States Bankruptcy Court Western District of Washington Case No.: 22-40597 Judge: Hon. Mary Jo Heston Debtor's Counsel: Richard B. Keeton, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: 206-292-2110 Fax: 206-292-2104 E-mail: rkeeton@bskd.com Total Assets: $8,188,662 Total Liabilities: $7,257,779 The petition was signed by Eric Camm as chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BC3IDZQ/Han_Joe_Ro_LLC__wawbke-22-40597__0001.0.pdf?mcid=tGE4TAMA HEMISPHERE MEDIA: Gato Transaction No Impact on Moody's B2 Rating ----------------------------------------------------------------- Moody's Investors Service says Hemisphere Media Group, Inc.'s ("Hemisphere", B2 stable) announced transactions have no immediate impact on the company's ratings. On May 9, 2022, Hemisphere announced that it had entered into a definitive agreement to be acquired by a subsidiary of Gato Investments LP ("Gato"), a portfolio of Searchlight Capital Partners, L.P. ("Searchlight"). Concurrently, Hemisphere announced that it had entered into a separate agreement to sell its direct to consumer (DTC) streaming platform Pantaya to Univision Communications Inc. ("Univision", B1 positive) in exchange for $115 million in cash and certain Puerto Rican radio assets currently owned by Univision. The merger is expected to close in the third quarter of 2022, subject to the satisfaction of customary closing conditions, including approval by Hemisphere stockholders, receipt of certain regulatory approvals and the consummation of the Univision transaction. Gato is currently Hemisphere's controlling shareholder with more than 70% of voting rights, and has committed financing, consisting of a combination of equity financing to be provided by investment funds affiliated with Searchlight, and debt financing. A materially more aggressive financial policy post-closing could pressure the ratings. While the acquisition of Pantaya, completed in 2021, was expected to drive growth, it also required heavy investments to develop the Spanish language streaming platform's library. EBITDA from the business was expected to remain negative which were expected to weigh on Hemisphere's financial metrics over the next two to three years. The company has committed to use the proceeds from the sale to repay part of its term loan. Should all of Hemisphere's rated debt be fully repaid, Moody's could withdraw all of Hemisphere's ratings. Hemisphere Media Holdings, LLC ("Hemisphere"), headquartered in Miami, FL, is a US Spanish-language TV and cable network business serving the Hispanic population in the US, Latin America, and Puerto Rico. Hemisphere owns and operates five cable television networks, WAPA America, Centroamerica TV, and Television Dominicana in the U.S., and Cinelatino and Pasiones in the U.S. and Latin America. The company also owns WAPA, the leading broadcast television network in Puerto Rico, and Pantaya, a Spanish language digital subscription streaming service and Snap Media, a distributor of content to broadcast and cable television networks and OTT, SVOD, and AVOD platforms in Latin America. Hemisphere also has a 40% interest in Canal 1, a broadcast television network in Columbia, and a 25.5% interest in REMEZCLA, a digital media company. Private equity firm Searchlight, through its investment vehicle Gato Investments LP, owned approximately 43.9% of the economic interest in Hemisphere (approximately 72.4% of the voting interest). The company reported revenue of around $195 million in 2021. HIGHLAND PROPERTY: Unsecureds Will Get 100% of Claims in 60 Months ------------------------------------------------------------------ Highland Property, LLC filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement to accompany Chapter 11 Plan. The Debtor's plan for future operations will concentrate on the residential rental market business in the Mon Valley area. The Debtor's business consists of over 60 properties that have an 85% occupancy rate. The company is owned and operated by Mr. Bruce Roberts, a financial analyst and property manager. The Debtor filed the Chapter 11 case to reorganize its financial affairs and make payments on delinquent claims. The Plan will treat claims as follows: * Class 2(a) is the secured claim of Joseph Federer. Class 2(a) secured claims shall be paid according to the mortgage agreement(s) and any modification agreed upon by the parties. Class 2(a) claimants are not impaired under the plan. * Class 2(b) is the secured claim of Lake City Servicing. Class 2(b) secured claims shall be paid according to the mortgage agreement(s) and any modification agreed upon by the parties. Class 2(b) claimants are not impaired under the plan. * Class 2(c) is the secured claim of PNC Bank. Class 2(c) secured claims shall be paid according to the mortgage agreement(s) and any modification agreed upon by the parties. Class 2(c) claimants are not impaired under the plan. * Class 3 creditors shall receive 100% of their claims over a 60 month period, paid on a quarterly basis. Class 3 creditors will not receive any interest on their allowed claims. Class 3 creditors are impaired under the plan. * Class 4 equity security holders shall not receive any payments under the plan until all creditors are paid in full according to their treatment under the plan. The allowed unsecured claims total $57,045.00. All classes under the plan, priority, secured, and unsecured will be paid from the cash flow generated from the Debtor's business. The Debtor's principal, Mr. Bruce Roberts, will provide additional capital contributions, if needed, to fund the payment requirement under the plan. Debtor has also contemplated the sale of certain properties to reduce the secured value of claims. Under the current real estate market, certain properties may have a premium value that can be liquidated to fund plan payments. A full-text copy of the Disclosure Statement dated May 9, 2022, is available at https://bit.ly/37IUAX2 from PacerMonitor.com at no charge. Debtor's Counsel: Dennis J. Spyra, Esq. 1711 Lincoln Way White Oak, PA 15131 Telephone: (412) 673-5228 Email: attorneyspyra@dennisspyra.com About Highland Property Highland Property, LLC filed a voluntary petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-22083) on Sept. 22, 2021. Judge Thomas P. Agresti oversees the case. Dennis J. Spyra, Esq., serves as the Debtor's legal counsel. INTELLIGENT SURVEILLANCE: Net Disposable Income to Fund Plan ------------------------------------------------------------ Intelligent Surveillance Corporation filed with the U.S. Bankruptcy Court for the Northern District of Texas a First Amended Plan of Reorganization under Subchapter V dated May 9, 2022. Intelligent Surveillance Corporation is a Texas Corporation. Debtor manufactures surveillance equipment primarily utilized by state and federal law enforcement agencies and first responders, including the Department of Homeland Security and U.S. Customs and Border Protection. The Debtor will reorganize and emerge from bankruptcy as a going concern business and there will be a Liquidating Trust created at confirmation that will receive the Debtor's net disposable income for three years following confirmation to pay creditor claims under the distribution waterfall in the Liquidating Trust. The Liquidating Trust will also receive any claims owned by the estate related to "Spotlight", and any officer, director, equity owners, or creditors of the Debtor or any third-party and the Liquidating Trustee will have the full authority to retain professionals and the exclusive authority to investigate and, upon showing of a colorable claim and approval of the court, to bring those claims transferred to the Liquidating Trust. The Liquidating Trust will be initially funded with $100,000 that the Liquidating Trustee may use to investigate and prosecute claims. Critical Trade Vendor Claims are the claims of four creditors, Dekra, Thales (f/k/a Gemalto), Wipro and Taoglas, from which Debtor needs to continue to obtain certain services critical to performing new camera sales and service shortly after confirmation of the plan. During the gap period between the petition date of June 11, 2021 and the order for relief on April 4, 2022, the Debtor negotiated compromise payment arrangements for sums owed to these critical trade vendors. These claims will be paid by affirming the compromise payment arrangements negotiated before the order of relief with payments to resume upon confirmation. General unsecured Claims are not secured by property of the estate and are not entitled to priority under ?? 507(a) of the Code. General Unsecured Claims are unsecured claims that are neither Priority Unsecured Claims, Critical Trade Vendor Claims nor Insider Claims. The General Unsecured Claims will be paid in accordance with the terms of the Liquidating Trust. Insider claims are unsecured claims held by insiders of the Debtor against the Debtor. The Insider Claims shall be subordinate to the General Unsecured Claims and will be paid in accordance with the terms of the Liquidating Trust. Equity Interest holders are parties who hold an ownership interest (i.e., equity interest) in the Debtor. The equity interests in the Debtor shall be reinstated in the same amounts and ratios as existed immediately prior to the entry for the Order for Relief. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Reorganized Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. This will be a pot plan with a liquidating trust (the "Liquidating Trust") that receives the Reorganized Debtor's net disposable income for the three years following confirmation If the U.S. Customs and Border Protection has accepted the offer submitted on April 22, 2022 and the Debtor's economics improve, then the Debtor will accelerate the payments to its creditors. The Liquidating Trust will initially be funded with $100,000. The Liquidating Trustee will distribute funds in the following order (the "distribution waterfall"): * Secured claims, * Administrative claims * Priority unsecured claims (if any) * General unsecured claims * Insider claims The Trustee shall make all Plan payments to creditors under the Plan in accordance with the terms of the Liquidating Trust. The Debtor believes that the Debtor will have enough cash on hand on the Effective Date of the Plan to pay all the Claims and expenses that are required to be paid on that date. The Debtor shall submit all or such portion of the future earnings or other future income of the Debtor to Liquidating Trust under the supervision and control of the Liquidating Trustee. A full-text copy of the First Amended Plan dated May 9, 2022, is available at https://bit.ly/3FKuHTf from PacerMonitor.com at no charge. Proposed Counsel for Debtor: Kenneth C. Johnston Catherine (Kate) Gaither Sean M. Affleck Kenneth R. Flottman JOHNSTON CLEM GIFFORD PLLC 1717 Main Street, Suite 3000 Dallas, Texas 75201 Tel. (214) 974-8000 Fax (972) 474-1750 Email: kjohnston@johnstonclem.com Email: kgaither@johnstonclem.com Email: saffleck@johnstonclem.com Email: kflottman@johnstonclem.com About Intelligent Surveillance Intelligent Surveillance Corporation is a Texas Corporation. Debtor manufactures surveillance equipment primarily utilized by state and federal law enforcement agencies and first responders, including the Department of Homeland Security and U.S. Customs and Border Protection. IRONWOOD FINANCIAL: Plan Exclusivity Extended Until June 27 ----------------------------------------------------------- At the behest of Ironwood Financial, LLC, Judge Selene D. Maddox of the U.S. Bankruptcy Court for the Northern District of Mississippi extended the Debtor's exclusive periods to file its disclosure statement and Chapter 11 plan to June 27, 2022, and extended the time to solicit and obtain confirmation of any such Plan. Also, the Court granted Worldpay ISO, Inc., f/k/a Vantiv, Inc., f/k/a National Processing Company and Fifth/Third Bank the same exclusivity extensions. The Debtor and Worldpay dispute having any liability in the Putative Class Action. Worldpay asserts indemnity claims against the Debtor. The Debtor disputes Worldpay's indemnity claims. A settlement in principle was reached last January 5 and 6, 2022, but both the Debtor and Wordplay need more time to settle everything. Thus, the fifth exclusivity extension periods will give the Debtor and Worldplay the additional time to work through the negotiations of such settlement, along with related issues concerning executory contracts, and for the Movants to work through these matters. A copy of the Debtor's Motion to extend is available at https://bit.ly/3Fzg5Gh from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/3M1lJna from PacerMonitor.com. About Ironwood Financial Oxford, Miss.-based Ironwood Financial, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 21-10866) on May 3, 2021. In the petition signed by John H. Lewis, manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Selene D. Maddox replaced Judge Jason D. Woodard, who previously oversees the case. The Law Offices of Craig M. Geno, PLLC serves as the Debtor's bankruptcy counsel. KAIZEN EDUCATION FOUNDATION: S&P Affirms 'BB' Rating on Rev. Bonds ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB' long-term rating on Arizona Industrial Development Authority's series 2016 education revenue bonds, issued for Kaizen Education Foundation. "The outlook revision to stable reflects our view of the lowered risk of charter revocation due to weak academics associated with one of Kaizen's campuses, Discover U, which exited a consent agreement with the authorizer in fiscal 2021," said S&P Global Ratings credit analyst Robert Tu. "We could lower the rating if Discover U does not show academic improvement and is placed back on a consent agreement with the authorizer," Mr. Tu added. S&P Said, "Social risk for the sector remains elevated due to the health and safety risks posed by the COVID-19 pandemic, and we have considered this under our environmental, social, and governance (ESG) factors given the unknown effect the pandemic could have on enrollment and state funding. However, we note that Kaizen has successfully navigated the pandemic to date with stable enrollment, which we believe reflects the school's steady demand profile and continued increases in state funding. We view environmental risk as in line with our view of the sector." The Kaizen Education Foundation operates 17 schools serving various grade levels under 16 charter school contracts with the Arizona State Board for Charter Schools (ASBCS). KING'S TOWING: Unsecureds to be Paid in Full in Subchapter V Plan ----------------------------------------------------------------- King's Towing and Recovery, LLC, filed with the U.S. Bankruptcy Court for the Western District of Arkansas a Plan of Reorganization for Small Business under Subchapter V dated May 9, 2022. The Debtor is an Arkansas limited liability company in good standing and is a going concern engaged in commerce as a towing and recovery service with nationwide coverage from its principal place of business in Clarksville, Arkansas. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of approximately $2,000 a month. The Debtor shall pay into the plan for 120 months. The Debtor does not intend to liquidate any of its assets to fund the payments in this Plan, but the Debtor has reserved its rights to liquidate assets in the sole discretion of the Debtor's management subject to valid and perfected liens of creditors in and to the assets. This Plan of Reorganization proposes to pay creditors of the Debtor from operation of the Debtor's business. 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 6 consists of Unsecured Non-priority Claims. The claims of this class total approximately $216,270.86. This class will be paid in full, and no interest will accrue on the claims of this class. Payment to this class will be made annually for the length of the Plan. Payment will be made on the anniversary date of the Effective Date of this Plan. Payments to this class shall be pro rata. This class of claims is impaired. Class 7 consists of Interests of the Equity Security Holder of the Debtor. The Debtor has one equity security holder, Zachary King. Zachary King shall continue to manage the Debtor's business and shall be paid a salary but shall receive no dividend or capital distribution on account of his equity. A full-text copy of the Plan of Reorganization dated May 9, 2022, is available at https://bit.ly/3sA4h1m from PacerMonitor.com at no charge. About King's Towing and Recovery King's Towing and Recovery, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 21-70549) on April 19, 2021, disclosing as much as $1 million in both assets and liabilities. M. Randy Rice of Rice & Associates, P.A. serves as the Subchapter V trustee. Judge Bianca M. Rucker oversees the case. The Bond Law Office, led by Stanley V. Bond, Esq., and Parrish Agency, LLC serve as the Debtor's legal counsel and accountant, respectively. LANDMARK 99: Unsecureds Will Get 5% of Claims over 5 Years ---------------------------------------------------------- Landmark 99 Enterprises, Inc. dba Wilma & Frieda's filed with the U.S. Bankruptcy Court for the Central District of California a Plan of Reorganization for Small Business dated May 10, 2022. Since its inception on January 27, 2017, the Debtor has been in the business of operating a restaurant called Wilma & Frieda in Palm Spring, California. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from business operation. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 5 cents on the dollar. The Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. Debtor's non-priority creditors are separated into three classes: * Class 3A: Holders of general unsecured claims in Class 3A will be paid 5% of such creditors' claim over 5 years, with the first payment due on the effective date, followed by 59 consecutive monthly payments, each due on the first day of each month. The monthly payments are $455.53. * Class 3B: The claimant on Class 3B is Zions Bank Corporation for PPP Loan #2. Debtor has also obtained PPP Loan #1 which has already been forgiven, and as such, no POC has been filed for PPP Loan #1. Debtor received a confirmation that PPP Loan #2 has also been forgiven. Debtor will contact the creditor to request that the POC be either withdrawn or amended to reflect the forgiveness status of the loan. * Class 3C: The holder of the Class 3C claims is the Debtor's landlord, Plaza Mercado, LLC. POC #2 filed by Plaza Mercado is for a promissory note in connection with certain leasehold improvements. The outstanding balance per POC #2 is $505,658.50. Debtor proposes to resume the monthly $6,334.50 payments as of the effective date and continue thereafter each month until the balance is paid in full pursuant to the terms of the Promissory Note. Plaza Mercado filed a separate claim for $1,444,800.00 with $79,252.81 in pre-petition default. Debtor intends to assume the lease and cure the arreara over 20 months from the effective date by proposing $3,962.64 monthly payments. Class 4 consists of Equity security holders of the Debtor. Kelly McFall is the Debtor's CEO and a 10% shareholder of the Debtor. Ms McFall does not have a claim against the Debtor. Janice L. Alexander is the Debtor's CO and 70% shareholderof the Debtor. Ms. Alexander does not have a claim against the Debtor. Richard K. Alexander is the Secretary and 20% shareholder of the Debtor. Mr. Alexander does not have a claim against the Debtor. Distribution to creditors under this Plan will be funded primarily from the Debtor's cash on hand on the effective date and the net income derived from the continued operation of the Debtor's business. A full-text copy of the Plan of Reorganization dated May 10, 2022, is available at https://bit.ly/38vkQVl from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com About Landmark 99 Enterprises, Inc. d/b/a Wilma & Frieda's Landmark 99 Enterprises Inc., doing business as Wilma & Frieda's, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10148) on Feb. 9, 2022, disclosing up to $100,000 in assets and up to $10 million in liabilities. Moriah Douglas Flahaut serves as Subchapter V trustee. Judge Victoria S. Kaufman oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, and Jennifer M. Liu, CPA serve as the Debtor's legal counsel and accountant, respectively. LARSON VALLEY: Lender Seeks to Terminate Cash Collateral Access --------------------------------------------------------------- Bank of the West asks the U.S. Bankruptcy Court for the Southern District of Iowa for entry of an order terminating or suspending the Court's order entered on April 27, 2022, granting Larson Valley, Inc. and its affiliates authority to use cash collateral. The Debtors were permitted to use cash collateral only in accordance with the Interim Budget. Subsequent to entering the Docket Order, BOTW was advised by the Debtors' counsel and/or JT Korkow, the Debtors' financial consultant, that Larson Valley already intends to use the cash collateral outside the parameters of the Interim Budget by allocating the proceeds from the sale of grain by Larson Valley to Larson Ridge, Inc. Further, Larson Logistics, LLC maintains a bank account with Frontier Savings Bank and the statement for the period of March 31 through April 29, 2022, reflects Larson Logistics collected accounts receivable subject to BOTW's security interest in the amount of at least $191,497 and spent or transferred $131,079 of BOTW's cash collateral. Some of these expenditures and transfers occurred before the Docket Order and some after the Docket Order. Certain transfers by Larson Logistics after the entry of the Docket Order are not provided for in the Interim Budget. Larson Logistics transferred approximately $88,000 to Larson Farms Trucking, Inc., which amount is not provided for or accounted for in the Interim Budget. Larson Logistics transferred approximately $7,500 to Larson Land & Cattle, LLC. Larson Land & Cattle, LLC is an entity owned by Rick Larson's two children and the amount transferred is not provided for or accounted for in the Interim Budget. Larson Logistics transferred approximately $12,000 to Larson Valley, and approximately $4,000 to KDB, LLC, an entity whose only asset is an airplane. KDB, LLC then transferred approximately $4,000 to Wendy Bettes, Rick Larson's sister. Larson Logistics transferred $6,941 to Seneca Tank, Inc., and during the Debtors' Rule 2004 examinations Rick Larson testified these funds were used to repair a truck. According to its bankruptcy schedules, Larson Logistics does not own any trucks, and this amount transferred to Seneca Tank, Inc. is not provided for or accounted for in the Interim Budget. A copy of the motion is available at https://bit.ly/3L4xPKZ from PacerMonitor.com. About Larson Valley Larson Valley, Inc. and its affiliates filed a petition for Chapter 11 protection (Bankr. S.D. Iowa Lead Case No. 22-00326) on April 1, 2022. The affiliates are KDB LLC, Larson Farms Trucking Inc., Larson Logistics LLC, and Larson Ridge Inc. At the time of filing, Larson Valley listed as much as $50 million in both assets and liabilities. Judge Lee M. Jackwig oversees the cases. Bradshaw, Fowler, Proctor & Fairgrave PC, led by Jeffrey D. Goetz, Esq., serves as the Debtors' legal counsel. LATAM AIRLINES: Reaches Deal With Creditors Fighting Plan --------------------------------------------------------- Jeremy Hill and Eduardo Thomson of Bloomberg News reports that Latam Airlines Group SA said it has reached a settlement with creditors that had been staunchly opposing its restructuring proposal, removing a crucial obstacle to its exit from bankruptcy. The carrier has struck a deal with local Chilean bondholders represented by Banco Estado and the company's official committee of unsecured creditors, Latam said in a statement Wednesday. Those parties will now support the restructuring plan. The deal calls for improved recoveries for lower-ranking creditors by way of additional cash payments or new bonds. Some Chilean bondholders will also be included in the restructuring plan's so-called backstop agreement. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LATAM AIRLINES: White & Case 7th Update on LATAM Bondholders ------------------------------------------------------------ In the Chapter 11 cases of LATAM Airlines Group S.A., et al., the law firm of White & Case LLP submitted a seventh verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of LATAM Bondholders that it is representing. As of May 9, 2022, members of the Ad Hoc Group and their disclosable economic interests are: Bardin Hill Investment Partners 299 Park Avenue, 24th Floor New York, New York 10171 * Holder of $14,200,000 of 2024 Bonds, $9,000,000 of 2026 Bonds, and $17,232,278 in Tranche C DIP commitments BICE VIDA Compania de Seguros S.A. Av. Providencia 1806, Metropolitana Chile Santiago, Regi????????n * Holder of $750,000 of 2024 Bonds BlackRock Financial Management 40 East 52nd Street New York, NY 10022 * Holder of $20,000,000 of 2024 Bonds and $2,000,000 of Tranche A DIP commitment BNP Paribas 787 Seventh Avenue, 2nd Floor New York, NY 10019 * Holder of $11,959,000 of 2024 Bonds, and $6,000,000 of 2026 Bonds Canyon Capital Advisors LLC 2728 N. Harwood Street, 2nd Floor Dallas, Texas 75201 * Holder of $127,390,000 of 2024 Bonds and $101,450,000 of 2026 Bonds, and 164,906,439.45 of Tranche C DIP commitments Caspian Capital L.P. 10 E. 53rd St. New York, NY 10022 * Holder of $47,199,000 of 2024 Bonds, $61,936,000 of 2026 Bonds, $52,664,772 of Tranche C DIP commitments Diameter Capital Partners, LP 24 W 40th Street, 5th Floor New York, NY 10018 * Holder of $10,000,000 of 2026 Bonds, $64,000,000 of Tranche A commitments, $51,787,879 of Tranche C DIP commitments, and $11,262,354.26 of OpCo Claims DSC Meridian Capital LP 888 Seventh Ave. New York, NY 10016 * Holder of $4,502,000 of 2024 Bonds and $3,395,000 of 2026 Bonds Glendon Capital Management, L.P. 2425 Olympic Blvd., Suite 500E Santa Monica, CA 90404 * Holder of $5,500,000 of 2024 Bonds, $10,000,000 of 2026 Bonds, $25,250,000 of the Revolving Credit Facility3, $50,000,000 of Tranche A DIP commitments and $63,197,727.54 of Tranche C DIP Commitments HBK Capital Management 2300 North Field Street, Suite 2200 Dallas, Texas 75201 * Holder of $10,00,000 of 2024 Bonds, $3,000,000 of 2026 Bonds and $14,289,000 of OpCo Claims Mariner Investment Group, LLC 299 Park Avenue, 12th Floor New York, NY 10171 * Holder of $5,000,000 of 2024 Bonds, $6,000,000 of 2026 Bonds Redwood Capital Management, LLC 910 Sylvan Avenue Englewood Cliffs, NJ 07632 * Holder of $2,275,000 of 2024 Bonds, $6,699,000 of 2026 Bonds Taconic Capital Advisors L.P. 280 Park Avenue, 5th Floor New York, NY 10017 * Holder of $19,500,000 of 2024 Bonds and $29,311,000 of 2026 Bonds and $20,000,000 of Tranche DIP C commitments UBS O'Connor LLC One North Wacker Drive 31st Floor Chicago, IL 60606 * Holder of $8,000,000 of 2026 Bonds and $17,424242 of Tranche C DIP commitments VR Global Partners, L.P. 300 Park Avenue, 16th Floor New York, NY 10022 * Holder of $4,127,000 of 2024 Bonds, $15,000,000 of 2026 Bonds, and $24,393,939 of the Tranche C DIP commitments Whitebox Advisors LLC 2022 Excelsior Blvd Suite 500 Minneapolis, MN 55416 * Holder of $15,000,000 of 2026 Bonds, $323,076.95 of Parent Claims and $6,655,970.31 of OpCo Claims On June 15, 2020, the Ad Hoc Group retained Counsel to represent it in connection with the Debtors' Chapter 11 Cases. Each member of the Ad Hoc Group has consented to Counsel's representation. Counsel for the Ad Hoc Group of LATAM Bondholders can be reached at: White & Case LLP John K. Cunningham, Esq. Brian D. Peiffer, Esq. Gregory Starner, Esq. Joshua Weedman, Esq. Kathryn Sutherland-Smith, Esq. 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 E-mail: jcunningham@whitecase.com brian.pfeiffer@whitecase.com gstarner@whitecase.com jweedman@whitecase.com kathryn.sutherland.smith@whitecase.com Richard S. Kebrdle, Esq. Varoon Sachdev, Esq. Southeast Financial Center, Suite 4900 200 South Biscayne Boulevard Miami, FL 33131 Telephone: (305) 371-2700 Facsimile: (305) 358-5744 E-mail: rkebrdle@whitecase.com varoon.sachdev@whitecase.com A copy of the Rule 2019 filing is available at https://bit.ly/39pbBWA at no extra charge. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc., and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LIGHT OF THE WORLD: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Light of the World Apostolic Cathedral Church 3777 Quimby Road San Jose, CA 95148 Business Description: The Debtor is a non-profit religious organization. It is the fee simple owner of a real property located at 3777 Quimby Road San Jose, Calif. valued at $4 million. Chapter 11 Petition Date: May 13, 2022 Court: United States Bankruptcy Court Northern District of California Case No.: 22-50412 Judge: Hon. Stephen L. Johnson Debtor's Counsel: E. Vincent Wood, Esq. THE LAW OFFICES OF E. VINCENT WOOD 2950 Buskirk Ave., #300 Walnut Creek, CA 94597 Tel: (925) 278-6680 Fax: (925) 955-1655 Email: vince@woodbk.com Total Assets: $4,056,477 Total Liabilities: $1,180,211 The petition was signed by Theodoris Young as director. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IVONTMI/Light_of_the_World_Apostolic_Cathedral__canbke-22-50412__0001.0.pdf?mcid=tGE4TAMA LOGIX HOLDING: Moody's Affirms Caa2 CFR, Outlook Remains Negative ----------------------------------------------------------------- Moody's Investors Service affirmed Logix Holding Company, LLC's existing ratings, including the Caa2 Corporate Family Rating, following the second lien debt raise and partial repayment of the first lien credit facility. The outlook remains negative. The rating actions are prompted by the company's announcement [1] of a $70 million second lien term loan (due April 2025, unrated) issuance that was used to partially repay the existing first lien term loan by $55 million, and to repay and permanently reduce the revolver by $15 million. According to the company's budget [2], Logix expects to receive $20 million cash equity infusion from its sponsor, Astra Capital Management LLC (Astra), made in equal quarterly installments over the next twelve months. The affirmation of the rating reflects Moody's view that despite the new second lien debt raise that was used to reduce the first lien indebtedness, the company's liquidity remains weak. The permanent reduction in the size of a revolver to just $5 million without addressing its near-term expiration leaves Logix with no committed credit line after it expires in December-2022. The partial first lien term loan and revolver repayment helps Logix to remain in compliance with the financial maintenance covenant under the first lien credit agreement and Astra's potential equity contribution could provide extra cash. However, these steps do not address longer-term capital structure and operating challenges. Given the company's expectation of declining revenue, the limited earnings recovery prospects in 2022, sustained maintenance capital expenditures, Moody's believes that the company could potentially face a liquidity shortfall over the next 12-18 months, absent sponsor equity contribution. The Caa2 CFR reflects the company's liquidity deterioration, continued weak operating performance and Moody's view that the investments needed to turn the business around and achieve growth will sustain break-even to negative free cash flow, and weak liquidity in the next 12-18 months. Ongoing competitive pressures will make it difficult for Logix to reduce capex and to improve EBITDA to a level that is supportive of its current capital structure. The company's high leverage and negative free cash flow create elevated risk of a balance sheet restructuring including a distressed exchange. Affirmations: Issuer: Logix Holding Company, LLC Corporate Family Rating, Affirmed at Caa2 Probability of Default Rating, Affirmed at Caa2-PD Senior Secured Bank Credit Facility, Affirmed Caa1 (LGD3) Outlook Actions: Issuer: Logix Holding Company, LLC Outlook, Remains Negative RATINGS RATIONALE Logix credit profile is constrained by its small scale, weak market position, and high leverage. With low cash balances, no material alternate liquidity sources, high capex requirement to support growth and limited operating cash flow, the company has a weak liquidity profile. Logix operates primarily in Texas, a very large and growing market for commercial broadband, but is challenged by strong competition evidenced by persistently falling revenues. Given its weak liquidity position, the company has limited ability to pursue growth opportunities or defend its base. Nevertheless, Logix credit profile benefits from subscription-based business model with contracted recurring revenues that provides a degree of visibility despite high churn, the strong demand for broadband and fiber services, and large number of on-net customers. The company also benefits from the cash equity support provided by its sponsor. Moody's expects that the company will operate with high Moody's adjusted leverage, in the mid- to high 7x range over the next 12-18 months, which is in line with Logix leverage as of FYE 2021 at 7.5x (both metrics include operating lease adjustment). Without Moody's lease adjustment, Logix's leverage is higher, at 9x for FY2021. Absent a significant EBITDA improvement, delevering will be difficult to achieve because of the accruing PIK interest. Approximately half of interest on the new second lien term loan is PIK (6% PIK and 6% cash, both increasing quarterly through maturity). Together with a 15% PIK interest accruing on the $46 million seller note, the company's debt will be growing by an estimated $11 million over the next four quarters, limiting the company's ability to reduce leverage. The governance risks Moody's consider in Logix's credit profile include an aggressive financial policy under its private equity sponsor Astra that tolerates high financial leverage and little to no external liquidity access despite an extended period with break-even to negative free cash flows. The financial sponsor, however, is actively engaged in the investment and provided a $3.2 million equity contribution to cure a covenant breach in the quarter ending September 30, 2021. Based on the budget document shared with the lenders, Logix expects to receive $20 million of equity capital over the next year. Moody's expects that Logix will have weak liquidity over the next 12 to 18 months, constrained by no access to a revolving credit line after the $5 million revolver expires in December 2022, a low cash balance, and high capital investments needed to support growth. The first lien credit facility is subject to a senior secured leverage covenant with of 4.75x through December 2022, stepping down to 4.5x thereafter. Logix is actively managing its cash deployment to produce break-even free cash flows by constraining capital spending to near maintenance levels. Logix's next funded debt maturity is in December 2024 when the first lien term loan ($175 million outstanding pro forma for the recent partial repayment) comes due, followed by a $70 million (net of PIK interest) second lien term loan in April 2025, and the unsecured seller note ($44 million outstanding as of December 31, 2021, accruing at an annual rate of 15% compounded quarterly) due in June 2025. Logix owns fiber assets that Moody's believes are easily divisible, highly valuable, and readily marketable. However, these are fully encumbered by the bank facilities which require any sales proceeds to be applied toward debt repayment. The Caa1 rating on the first lien senior secured bank credit facilities reflects the probability of default of the company as reflected in the Caa2-PD PDR, an average expected family recovery rate of 50% at default given the mix of first lien, second lien and unsecured debt and the particular instruments' priority of claim in the capital structure. The company's first lien credit facility is ranked above its newly issued $70 million second lien term loan and the subordinated seller note (unrated) which had a $44 million outstanding at year-end 2021. Both the second lien and the seller note provide loss absorption to the first lien credit facility, lifting the first lien instruments one notch above the CFR. The negative rating outlook reflects Moody's expectation that Logix's liquidity will remain weak, its debt and interest burden will continue to grow, and revenue will continue to decline in the low- to mid- single digit range over the coming year. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if Logix materially improves its free cash flow generation, obtains committed external liquidity access, and sets up a sustainable capital structure supportive of adequate liquidity. The ratings could be downgraded should revenue, earnings, or liquidity deteriorate further. Additionally, an increasing likelihood of a preemptive balance sheet restructuring, such as a distressed exchange, or a deterioration in creditors' recovery prospects could result in a downgrade. The principal methodology used in these ratings was Communications Infrastructure published in February 2022. Headquarters in Houston, TX, Logix is a fiber-based network infrastructure operator. Logix provides fiber-based data, internet and voice services to enterprise customers in Texas and Oklahoma. Logix also owns and operates 105 data centers in Texas. Revenue for the year ended December 31, 2021 was approximately $131 million. LOGIX HOLDING: S&P Raises First-Lien Debt Rating to 'CCC+' ---------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Logix Holding Co. LLC's senior secured first-lien debt, which comprises its $250 million term loan B due 2024 and $20 million revolving credit facility due 2022, to 'CCC+' from 'CCC' and revised the recovery rating to '2' from '3'. This rating action follows the company's issuance of $70 million of second-lien debt due 2025 (unrated), which it used to repay $15 million of outstanding revolver borrowings and $54 million of its first-lien term loan. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of a payment default. S&P said, "Our 'CCC' issuer credit rating and negative outlook on its parent company, Houston-based fiber infrastructure provider and operator Logix Intermediate Holding Corp. (Logix), are unchanged because the transaction is leverage neutral and we continue to view its capital structure as unsustainable. If Logix is unable to stabilize its business and reduce its leverage, we believe it will be difficult for it to refinance its first-lien term loan, which matures in 2024. We do not expect the company to extend the maturity of its revolver, which matures in December. Furthermore, with the repayment of the revolver, the borrowing capacity was reduced to $5 million from $20 million." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates that speculative capital spending, combined with weaker macroeconomic conditions, lead to higher customer churn. This would cause the company's cash flow to decline to the point where it is unable to cover its fixed charges (interest expense, required amortization, and maintenance capital expenditure levels), eventually leading to a default in 2023. -- S&P said, "We have valued Logix on a going-concern basis using a 5.5x multiple of our projected emergence EBITDA. Generally, we assign a multiple in the 5x-6x range for the fiber infrastructure companies we rate. We chose a 5.5x multiple for Logix to reflect its ratio of owned to indefeasible rights of use fiber network assets relative to those of its fiber infrastructure peers." Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $30 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value for waterfall after administrative expenses (5%): $157 million -- Obligor/nonobligor valuation split: 100%/0% -- Collateral value available to secured creditors: $157 million -- Estimated secured first-lien debt: $192 million --Recovery expectations: 70%-90% (rounded estimate 80%) Note: All debt amounts include six months of prepetition interest. LTL MANAGEMENT: Talc Claimants Okayed for 3rd Circuit Appeal ------------------------------------------------------------ Vince Sullivan of Law360 reports that the claimants of Johnson & Johnson's bankruptcy talc unit, LTL Mangement, received approval Wednesday, May 11, 2022, from the Third Circuit Court of Appeals to skip an intervening appellate level and bring their appeal of a bankruptcy court order denying their motions to dismiss the debtor's Chapter 11 case directly to the circuit court. U.S. Circuit Court Judge David J. Porter issued the order granting the motion for direct appeal filed by the official committee of talc claimants in the Chapter 11 case of LTL Management LLC as well as some individual talc plaintiffs who said the bankruptcy court recognized the need for speed in addressing the issue. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. LTL MANAGEMENT: Womble Bond Represents States Group --------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Womble Bond Dickinson (US) LLP submitted a verified statement to disclose that it is representing the Ad Hoc Committee of States Holding Consumer Protection Claims in the Chapter 11 cases of LTL Management LLC. The Ad Hoc Committee of States was initially formed on or about March 15, 2022, and retained Ad Hoc Committee Counsel to represent the Ad Hoc Committee of States in connection with consumer protection claims alleged or asserted by the members of the Ad Hoc Committee of States against the Debtor or predecessors or affiliates of the Debtor under applicable state law. As of May 10, 2022, members of the Ad Hoc Committee of States and their disclosable economic interests are: Alabama Office of the Alabama Attorney General 501 Washington Avenue Montgomery, AL 36104 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Alaska Alaska Department of Law 1031 West 4th Ave, Suite 200 Anchorage, AK 99501 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Arizona Office of the Arizona Attorney General 2005 N. Central Ave. Phoenix, AZ 85004 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Arkansas Arkansas Attorney General's Office 323 Center Street, Suite 200 Little Rock, AR 72201 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Colorado Colorado Attorney General's Office 3904 S. Oneida Street Denver, CO 80202 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Connecticut Connecticut Attorney General's Office 165 Capitol Ave., 4th Floor Hartford, CT 06106 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Delaware Delaware Department of Justice 820 N. French Street, 5th Floor Wilmington, DE 19801 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Florida Office of the Florida Attorney General 110 SE 6th Street, 10th Floor Fort Lauderdale, FL 33301 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Georgia Georgia Attorney General's Office Consumer Protection Division 2 Martin Luther King Jr. Drive, Suite 356 Atlanta, GA 30334 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Hawaii State of Hawaii, Office of Consumer Protection 235 S. Beretania St., #801 Honolulu, HI 96813 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Idaho Idaho Office of the Attorney General 954 W. Jefferson St., 2nd Fl P.O. Box 83720 Boise ID 83720-0010 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Illinois Office of the Attorney General of the State of Illinois 100 W. Randolph Street Chicago, IL 60601 * Unliquidated Claims Under State Consumer Protection Laws and Potentially Other Applicable State Law Counsel for the Ad Hoc Committee of States can be reached at: Ericka F. Johnson, Esq. Womble Bond Dickinson (US) LLP 1313 N. Market Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 252-4337 E-mail: ericka.johnson@wbd-us.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3weDud4 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. LUCID ENERGY II: Moody's Affirms 'B2' CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Lucid Energy Group II Borrower, LLC's Corporate Family Rating at B2, Probability of Default Rating at B2-PD, and senior secured term loan rating at B2. Net proceeds from the proposed $310 million add-on term loan combined with $99 million of cash on the balance sheet will be used to pay a distribution to shareholders. "Lucid's add-on to its term loan re-levers the company and increases debt service requirements but the rating continues to be supported by Moody's expectation for rising volumes and growing EBITDA to support improving leverage over the remainder of 2022 next 12-18 months," commented Jonathan Teitel, a Moody's analyst. Affirmations: Issuer: Lucid Energy Group II Borrower, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD4) Outlook Actions: Issuer: Lucid Energy Group II Borrower, LLC Outlook, Remains Stable RATINGS RATIONALE Lucid's B2 CFR reflects Moody's expectation for growing volumes, driving higher EBITDA and declining leverage. The improved commodity price environment supports increased drilling and completion activities and offers better visibility to volume growth. Lucid's credit profile is supported by the company's large natural gas gathering and processing system, strong but somewhat concentrated customer base, acreage dedications, and presence in the highly economic Northern Delaware Basin within the broader Permian Basin. Customer contracts have fixed fees which limit Lucid's direct commodity price risk. Also, the contracts have long tenors. There are volume risks though Lucid has some minimum volume commitments. Moody's expects Lucid to maintain good liquidity through mid-2023. Lucid has an undrawn $150 million revolver due 2026 ($17 million in letters of credit are outstanding). The revolver and term loans have minimum debt service coverage ratio covenants of 1.1x. The revolver also has a maximum super senior leverage ratio of 1.25x. Moody's expects the company will maintain compliance with these covenants through mid-2023. The senior secured term loan due 2028 is rated B2. The $150 million senior secured revolving credit facility due 2026 (unrated) has a super priority preference over the term loan with respect to the collateral that secures the loans. Since the revolver is small and the term loan comprises the preponderance of debt, the term loan is rated the same as the CFR. The stable outlook reflects Moody's expectation for Lucid to grow volumes, driving higher EBITDA and lower leverage over the next 12-18 months while the company maintains good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include significantly increased scale; durable growth of volumes and EBITDA; maintaining debt levels and funding distributions out of cash flow; and debt/EBITDA sustained below 4.5x. Factors that could lead to a downgrade include debt/EBITDA rising above 5.5x or weakening liquidity. Lucid, headquartered in Dallas, Texas, is a privately owned midstream company focused in the Permian Basin. It owns a natural gas gathering and processing system in the Northern Delaware Basin. The company is owned by Riverstone and Goldman Sachs. The principal methodology used in these ratings was Midstream Energy published in February 2022. MARQ POWDER: Amends IRS & SBA Secured Claims Pay Details -------------------------------------------------------- Marq Powder Company, LLC, submitted an Amended Plan of Reorganization for Small Business dated May 9, 2022. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of an average of $7,500 per month for the months of July 2022 through and including June 2023 and then $10,000 per month for the remainder of the 3 year period of the Plan. The Debtor's projected disposable income is based upon projections of the net income generated from operation of the second paint booth which began operation on May 4, 2022. The Debtor will make the Plan payments even if the Plan is not consensual. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations and future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately $176,596.64 and will be paid 100%. This Plan also provides for the full administrative and priority claims. Class 2 consists of the secured claim of Internal Revenue Service. Each holder of a Class 2 Allowed secured claim shall retain any liens they may have securing such claim until such claim is paid in full. Payments over 60 months with interest at 3.5% - $1,196.78 per month. Class 3 consists of the secured claim of SBA. Debtor has filed on its Amended Schedule F claim of the SBA for $120,000. Based upon the value of the Debtor assets, this claim will be paid as a general unsecured claim pro-rata with other general unsecured claims according to the terms of the confirmed plan. Class 4 consists of Non-priority unsecured creditors. The Creditors shall collectively receive and shall share, pro rata, monthly disbursements by the Debtor in the amount of 100% of claims over the 3 year period. Class 4 creditors will not receive payment until all administrative and Class 1 priority claims are paid in full. Pending the Court's ruling on the several claims filed as secured, the Debtor believes that the IRS is secured in the amount of $65,787.22, with unsecured claims of $176.596.64 and unsecured priority claims of $26,606.27. A full-text copy of the Amended Plan dated May 9, 2022, is available at https://bit.ly/3MhT2lQ from PacerMonitor.com at no charge. About Marq Powder Coating Marq Powder Company, LLC, is a Nevada Limited Liability Company with a principal place of business in Sparks, Nevada. Since April 7, 2021, the Debtor has been in the business of finishing metal parts with a powder coating for bigger companies in the area such as Tesla. Marq Powder filed a Chapter 11 petition (Bankr. D. Nev. Case No. 22-50014) on Jan. 12, 2022. The Debtor is represented by J. Craig Demetras, Esq. of DEMETRAS LAW. MAXLINEAR INC: S&P Places 'BB' ICR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings placed its 'BB' issuer credit rating on U.S.-based provider of radio-frequency, analog, and mixed-signal integrated circuits MaxLinear Inc. on CreditWatch with negative implications. S&P also placed its 'BB' issue-level rating on its first-lien term loan on CreditWatch with negative implications. S&P said, "The negative CreditWatch placement reflects our expectation that this acquisition will increase MaxLinear's leverage meaningfully above our previous expectations. We could therefore lower the issuer credit rating by one or two notches after performing a full assessment of MaxLinear's pro forma credit profile." MaxLinear Inc. agreed to acquire Silicon Motion Technology Corp. at an equity value of about $3.8 billion based on MaxLinear's pre-announcement share price. MaxLinear has received a full bank commitment for $3.25 billion of debt to fund the transaction, which it expects to close in the first half of 2023. S&P said, "We expect closing pro forma leverage in the mid-4x area based on 2022 EBITDA before synergies. While MaxLinear intends to focus on deleveraging after the deal closes, we expect leverage at least in the mid-3x area within 12 months of the close. "The acquisition will result in a sizable increase in MaxLinear's leverage at close. The CreditWatch placement reflects the largely debt-funded transaction resulting in our expectation of closing pro forma leverage in the mid-4x area based on 2022 EBITDA excluding synergies. MaxLinear intends to rapidly deleverage supported by a total $100 million of cost synergies fully achieved within 18 months after the close and the use of free operating cash flows (FOCF) to prepay debt. While we currently expect leverage to decrease to at least the mid-3x area within 12 months after the close, this is still above levels we consider in line with the current 'BB' rating." "The negative CreditWatch placement reflects our expectation that this acquisition will considerably increase MaxLinear's leverage well above our previous expectations. Although we expect the company to focus on realizing planned cost synergies and using FOCF to deleverage after the close, we expect leverage to be at least in the mid-3x area 12 months after the close. We could therefore lower the issuer credit rating by one or two notches after performing a full assessment of MaxLinear's pro forma credit profile, including its integration plan, final capital structure, long-term strategy, and business profile relative to other rated semiconductor peers. "We expect to resolve our CreditWatch listing either when we are able to review more detailed information regarding the terms of the final capital structure and integration plan or at transaction close, which is likely to occur in the first half of 2023. We will withdraw our rating on MaxLinear's existing term loan if the debt is fully repaid as part of the transaction." MaxLinear is listed on the New York Stock Exchange. MEZZ57TH LLC: Wins Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Mezz57th LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, pending a final hearing on the Debtor's cash collateral request. Lawrence F. Flick IV; Saw Investment Fund LLC; and Jeffrey Sellers have asserted a security interest in the cash collateral pursuant to these prepetition agreements: -- a Security Agreement dated March 10, 2019, pursuant to which the Debtor agree that the Lenders are its secured creditors with respect to certain obligations, and for which the Lenders are granted a first lien and security interest in the Debtor's inventory, accounts receivable, money, and the proceeds thereof; -- a Promissory Note dated November 1, 2018, pursuant to which the Debtor owed Mr. Sellers the principal sum of $1,050,720; -- a Promissory note dated July 15, 2019 evidencing the Debtor's obligation to Saw Investment for $400,000; -- a Promissory Note dated May 29, 2019 pursuant to which the Debtor promised to pay Mr. Flick $500,000 in principal, plus interest and other amounts stated therein; and -- a Promissory Note dated September 23, 2019, evidencing the Debtor's obligation to Mr. Flick for $150,000, plus interest and other outstanding amounts therein. As adequate protection for the Debtor's use of cash collateral, the Lenders are granted replacement liens, in addition to any existing rights and interests of the Lenders in the cash collateral and to adequately protect the Lenders from collateral diminution, to the extent that the Lenders' liens in pre-petition cash collateral were valid, perfected and enforceable to the extent that collateral diminution occurs during the Chapter 11 case, and without determination as to the nature, extent and validity of said pre-petition liens and claims. The Replacement Liens are not currently subject to a "carve out." As further adequate protection, the claim which arises in favor of the Lenders as a result of and to the extent of any diminution in value of the Lenders' Collateral, if any, as the result of the Operating Debtor's use of cash collateral in accordance with any Court order, will have priority in payment over any and all obligations of the Operating Debtor now in existence or hereinafter incurred by the Operating Debtor and over all administrative expenses of the kind specified in or allowable under sections 503(b), or 507(b) of the Bankruptcy Code, other than the fees owed to the United States Trustee under 28 U.S.C. section 1930, and interest, if any, under 37 U.S.C. section 3717. The final hearing is scheduled for May 17, 2022 at 10 a.m. A copy of the order and the Debtor's 4-week budget through the week ending May 21 is available at https://bit.ly/37FXIDc from PacerMonitor.com. The Budget projects $528,000 in total cash receipts and $554,924 in total disbursements. About Mezz57th LLC New York-based Mezz57th LLC, a provider of luxury beauty salon, spa and related services under the name John Barrett, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-11316) on May 29, 2020. In the petition signed by John Barrett, president and managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Sean H. Lane oversees the case. Ballon Stoll Bader & Nadler, P.C., serves as bankruptcy counsel to the Debtor. NORCROSS LODGING: Amends Plan to Include Unsec. Convenience Claims ------------------------------------------------------------------ Norcross Lodging Associates, LLP, submitted an Amended Subchapter V Plan of Reorganization dated May 9, 2022. The term of the Plan begins upon Confirmation and continues for a period of 3 years. During the term of the Plan, all of the Debtor's projected Disposable Income will be applied to the payment of Allowed unsecured Claims in accordance with their treatment under the Plan. The Debtor projects that during the term of the Plan it will make total payments of approximately $16,200 of Disposable Income to unsecured creditors with Allowed Claims (other than the Debtor's bankruptcy counsel and the Subchapter V trustee). Quarterly distributions will be made directly by the Debtor with oversight by the Subchapter V trustee. Class 1A consists of Allowed Secured Claim of SG Peachtree Corners Hospitality Holdings, LLC. Class 1A consists of the Allowed secured Claim of SG Peachtree. The Debtor scheduled SG Peachtree with a secured claim in the amount of $1,344,172.56, secured by all assets of the Debtor, including the real estate upon which the Hotel is operated. During the Bankruptcy Case and through the date of the Plan, the Debtor has made adequate protection payments to SG Peachtree in the amount of approximately $44,121 in accordance with cash collateral orders agreed to by the Debtor and SG Peachtree and entered by the Bankruptcy Court. The Class 1A Claim will be Allowed in the amount of $1,442,691.38, less the amount of adequate protection payments made by the Debtor to SG Peachtree during the Bankruptcy Case and prior to Confirmation. As of Confirmation, the Debtor expects the amount of the Class 1A Claim will be $1,378,356.38. Class 1B consists of the Allowed secured Claim of Alliance. The Debtor scheduled Alliance with a claim in the amount of $37,955.44 secured by a purchase money security interest in certain laundry equipment financed by Alliance. The Class 1B Claim will be Allowed in the amount of $28,601.54 less payments made to Alliance from the date of the Plan to Confirmation. To the extent Alliance disagrees with this calculation, the Debtor and Alliance will determine the full amount due and owing as of Confirmation. The Allowed Class 1B Claim will be paid according to the terms of the agreement between the Debtor and Alliance until paid in full. Class 2 consists of Allowed general unsecured Claims other than Class 3 Allowed unsecured convenience Claims. Based on the Debtor's claims analysis, the Debtor believes the amount of Allowed Class 2 Claims is $259,441.15. Beginning on the First Quarterly Distribution Date and continuing on the first day of each calendar quarter thereafter during the term of the Plan, Holders of Allowed Class 2 unsecured Claims will receive their pro rata portion of the Debtor's projected Disposable Income after payment of Allowed administrative and priority Claims. Class 3 consists of all Allowed Unsecured Convenience Claims of less than $50. Class 3 consists of eight Claims ranging in amount from $0.20 to $41.21, and total $149.50. The Debtor believes the cost to administer and pay these Claims on a pro rata basis during the 3-year life of the Plan will exceed their total amount (and therefore reduce the amount of Disposable Income available for distribution to other creditors), and the Debtor therefore is proposing to pay each of these Allowed Claims in full on the First Quarterly Distribution Date. The Debtor has prepared 3-year financial projections which show that the Debtor will generate income sufficient to make all payments under the Plan, including the costs of operating, maintaining, and improving the Hotel, and also make payments of approximately $16,200 of Disposable Income to unsecured creditors with Allowed Claims (other than the Debtor's bankruptcy counsel and the Subchapter V trustee). Funds to make payments under the Plan will derive from the Debtor's cash on hand at Confirmation and revenue generated from ongoing operations, including the collection of current and future accounts receivable. A full-text copy of the Amended Subchapter V Plan dated May 9, 2022, is available at https://bit.ly/3l9NIVE from PacerMonitor.com at no charge. Counsel for Norcross Lodging: Andrew T. Kight, Esq. Jacobson Hile Kight LLC 108 E. 9th Street Indianapolis, IN 46202 Tel: (317) 608-1130 Email: akight@jhklegal.com About Norcross Lodging Associates Norcross Lodging Associates, LLP, owns and operates an unflagged, suburban hotel known as the Norcross Inn & Suites, built in 1989 on two acres of land in Peachtree Corners, Gwinnett County, Ga. Norcross Lodging Associates filed a petition for Chapter 11 protection (Bankr. S.D. Ind. Case No. 21-04856) on Oct. 27, 2021, listing as much as $10 million in assets and liabilities. Mohan P. Hari, managing partner, signed the petition. Judge Jeffrey J. Graham oversees the case. Andrew Kight, Esq., at Jacobson Hile Kight, LLC is the Debtor's legal counsel. OEG BORROWER: Moody's Assigns B2 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned OEG Borrower, LLC a B2 corporate family rating and a B2-PD Probability of Default Rating. Concurrently, Moody's assigned a B2 facility rating to the proposed $300 million senior secured term loan and $65 million secured revolver. The outlook is stable. The debt is being issued as part of a transaction with Atairos Group, Inc. (Atairos) along with its partner NBCUniversal, in which Atairos will acquire a 30% minority ownership stake in Ryman Hospitality Properties, Inc.'s (Ryman, Ba3/Negative) entertainment business Opry Entertainment Group (OEG) for approximately $293 million. The following ratings were assigned: Issuer: OEG Borrower, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4) Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD4) Outlook Actions: Issuer: OEG Borrower, LLC Outlook, Assigned Stable RATINGS RATIONALE OEG Borrower, LLC's (OEG) B2 CFR rating reflects its high quality portfolio of experiential assets as well as its market position, brand recognition and track record as one of the longest standing and leading live event, entertainment, and media platforms focused on country music in the U.S. Moody's expect the company to generate healthy free cash flow from its live entertainment assets and for operating results to continue to improve toward pre-pandemic levels in 2022, driven by a normalization of its show calendar and attendance numbers coupled with the pent-up demand for live entertainment post-pandemic. Operating performance has strongly recovered with revenue up over 160% for the full-year ended 2021, though still down about 20% for the pre-pandemic full-year ended 2019. Pro-forma leverage is expected to improve below 4x, including Moody's standard adjustments for lease expenses, through organic EBITDA growth and term loan amortization. The ratings are constrained by the company's small size and scale with material asset and geographic concentration as well as its exposure to the niche business of live event entertainment which remains vulnerable to consumer discretionary spending and seasonality. Moody's expect OEG to maintain good liquidity considering upcoming funding needs. Liquidity is supported by the company's $65 undrawn million revolver, $10 million of cash on hand at transaction closing, healthy free cash flow and no near-term maturities. Alternatively, the senior secured credit facility is secured by first priority liens on substantially all assets and property, excluding Block 21 and Circle Media, which limits financial flexibility. Corporate governance is a key credit consideration, specifically a commitment to a consistent, conservative financial policy as the company manages leverage within a targeted range and pays down debt with excess free cash flow. Furthermore, the potential for parent and sponsor cash dividend distributions and/or debt-funded acquisitions to further expand its market position and product capabilities could constrain deleveraging efforts. The rating outlook is stable and reflects Moody's expectation that OEG's live entertainment business will rebound closer to or above normalized levels in 2022. The outlook also reflects Moody's expectation that OEG's leverage levels will continue to decline in line with continued cash flow growth while maintaining a conservative financial profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS OEG's ratings could be upgraded if leverage is maintained comfortably below 3x (including Moody's standard adjustments) while maintaining a good liquidity position. Additionally, an increase in diversification and scale would also be required for an upgrade. OEG's ratings could be downgraded if leverage is maintained above 4x (including Moody's standard adjustments). A deterioration in OEG's liquidity position due to weak operating performance could also result in a downgrade. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of $78 million and 100% of consolidated EBITDA, plus unlimited amounts subject to pari passu debt up to a 3.72x first lien net leverage, non-collateral / junior secured debt up to a 4.22x secured net leverage or minimum cash interest coverage of 2.00x, unsecured debt up to 4.72x total net leverage or minimum cash interest coverage of 1.75x, plus if such debt is incurred to finance a permitted acquisition or other investment, or a ratio that is "no worse" than the applicable foregoing leverage and interest coverage ratios identified above. Other than certain customary exceptions as set forth in the credit agreement, no portion of the incremental may be incurred with an earlier maturity than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors that could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. OMAGINE INC: Updates Reorganizing Plan Disclosures -------------------------------------------------- Omagine, Inc., et al., submitted a Proposed Third Amended Disclosure Statement for Plan of Reorganization dated May 9, 2022. The Plan contemplates that the Oman Litigation will infuse funds via a Recovery into Reorganized Omagine thereby funding the Plan. The successful funding of the Plan and payment of the Allowed Claims under the Plan is entirely contingent upon the amount of a Recovery ??? if any ??? obtained at the Conclusion of the Oman Contract Case. Subsequent to the Filing Date and with the approval of the Bankruptcy Court, Omagine became a party to the following contractual agreements: the BSA Engagement Agreement, the RBL Engagement Agreement, the Al???Sada Promissory Note and the Grossman Promissory Note all of which agreements will be assumed by Reorganized Omagine on or after the Effective Date. Class 1, Class 2 and Class 3 Claims are sometimes referred to herein collectively as the Omagine Business Claims. Subject only to a sufficient Recovery occurring, this Plan provides for: * the payment of the full or a Pro???Rata Amount of all Allowed Administrative Claims, and * the payment to Creditors of the full or a Pro???Rata Amount of the Class 1, 2 and 3 Allowed Omagine Business Claims, and * no payment to the JOL Creditors who are the Holders of the Class 4 JOL Trade Vendor Claims, and, * no change to the Outstanding Common Shares which constitute the Class 5 Equity Interests. The Plan further provides for the merger of JOL with and into Omagine at the Merger Effective Time. As of the date hereof, each of the BSA Engagement Agreement, the RBL Engagement Agreement, the Grossman Promissory Note and the Al???Sada Promissory Note have been executed by Omagine and the relevant counterparty and have been approved by the Bankruptcy Court. The Post???Petition Funders have funded their promissory notes and Omagine has paid BSA the $50,000 initial legal fee required by the BSA Engagement Agreement. BSA has initiated the Oman Contract Case and contingent upon a Recovery therefrom, the Plan will be funded. Except for the payment of a possible Governmental Unit Claim, the sole source of cash that may become available to fund Distributions and payments of Allowed Claims under the Plan is a Recovery. If a Governmental Unit Claim becomes an Allowed Claim, Omagine will utilize its then available cash to pay such Governmental Unit Claim. The occurrence of a Recovery depends entirely on the outcome of the Oman Contract Case and there can be no assurance given that a Recovery will occur. Any funds remaining after making all payments required under the Plan (including all unclaimed funds and Remainder Funds if any) will be the property of and will be retained by Reorganized Omagine. The Plan treats all of the 28,650,190 Outstanding Common Shares equally and does not disturb the Equity Interests constituting Class 5 in any way. Outstanding Common Shares shall continue to remain as issued and outstanding Omagine Common Shares immediately after the Confirmation Date and the confirmation and implementation of the Plan will not cause any attributes or properties of the Outstanding Common Shares to be affected, changed or modified in any manner from that which was the case on the Filing Date. Since all such 28,650,190 Outstanding Common Shares and the Holders thereof are being treated equally by the Plan, Class 5 is an Unimpaired Class and the Holders of the Class 5 Equity Interests are therefore deemed to have accepted the Plan. A full-text copy of the Proposed Third Amended Disclosure Statement dated May 9, 2022, is available at https://bit.ly/3l7tcVN from PacerMonitor.com at no charge. Attorneys for the Debtors: Mitchell J. Rotbert, Esq. ROTBERT BUSINESS LAW P.C. 9059 Shady Grove Court Gaithersburg, Maryland 20877 Tel: (240) 477-4778 Fax: (888) 913-2307 E-mail: mitch@rotbertlaw.com About Omagine and Journey of Light Omagine, Inc., and Journey of Light, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10742) on March 10, 2020. At the time of filing, Omagine listed up to $50,000 in assets and up to $10 million in liabilities while Journey of Light listed as much as $50,000 in both assets and liabilities. Other than Omagine's claims to be brought in Oman, the Debtors have virtually no assets as of the bankruptcy filing date. Omagine, Inc., and Journey of Light were previously in the entertainment, hospitality and real estate development opportunities in the Middle East, including a mixed-use entertainment, hospitality, and real estate development project in Muscat, Oman. Judge Michael E. Wiles oversees the cases. The Debtors tapped Rotbert Business Law PC as bankruptcy counsel and BSA Al Rashdi & Al Barwani Advocates as litigation counsel. PANO LLC: Gets Interim OK to Hire John Sommerstein as Legal Counsel ------------------------------------------------------------------- Pano, LLC received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ The Law Offices of John F. Sommerstein to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor of its powers and duties; (b) attending meetings and negotiating with the creditors; (c) advising the Debtor on actions to collect and recover properties; (d) assisting the Debtor on any potential property disposition; (e) assisting the Debtor in resolving claims asserted against the estate; (f) negotiating and preparing a plan of reorganization; (g) preparing necessary documents for the administration of the estate; and (h) performing all other bankruptcy-related legal services. The firm charges an hourly fee of $450. It received a retainer in the amount of $10,000, plus $1,738 filing fee. John Sommerstein, Esq., disclosed that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Sommerstein maintains an office at: John F. Sommerstein, Esq. The Law Offices of John F. Sommerstein 98 North Washington Street Boston, MA 02114 Phone: 617-523-7474 Email: jfsommer@aol.com About Pano LLC Pano, LLC is a limited liability corporation, formed in Nov. 2008, doing business as "Omega Roast Beef and Pizza" in Salem, Mass. Pano, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 22-10607) on May 3, 2022, listing $50,000 in both assets and liabilities. David B. Madoff serves as Subchapter V trustee. Judge Christopher J. Panos presides over the case. John F. Sommerstein, Esq., at the Law Offices of John F. Sommerstein serves as the Debtor's legal counsel. PH BEAUTY: S&P Downgrades ICR to 'CCC+', Outlook Negative --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on cosmetics accessories company pH Beauty Holdings I Inc. to 'CCC+' from 'B-'. At the same time, S&P lowered its rating on the company's $25 million senior secured revolving credit facility and $270 million senior secured first-lien term loan to 'CCC+'. The '3' recovery rating is unchanged and indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of default. S&P said, "We also lowered the rating on the company's $70 million second-lien term loan to 'CCC-'. The '6' recovery rating is unchanged and indicates our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in event of payment default. "The negative outlook reflects that we could lower the rating in the coming quarters if the company is unable to improve cash flows, maintain adequate cushion on its financial covenants, and extend the maturity of its revolving credit facility. Rising costs and the company's need to build inventory has resulted in pressured liquidity and an unsustainable capital structure. PH Beauty incurred approximately $27 million in one-time costs to build its inventory to meet demand in 2021. While the decision has put the company in a better inventory position with its customers, the costs to do so have eroded liquidity and depressed credit metrics. The company ended 2021 with negative free operating cash flow (FOCF) of $42.5 million, S&P Global Ratings-adjusted leverage of 16.8x, revolver availability of $8.0 million and interest coverage under 1x. Additionally, the credit agreement for pH Beauty's senior secured first-lien credit facilities includes a maximum net leverage ratio of 6.5x through September 2022, stepping down to 6x thereafter. Though the company continues to be in compliance with its credit agreement, its covenant cushion has deteriorated to below 15% (9%) at the end of 2021 as operating performance struggled and the covenant limit stepped down. pH Beauty relied heavily on its revolver during the year when free cash generation was negative, drawing over 65% of its $25 million capacity to fund working capital use when fulfilling demand. S&P said, "We expect continued revolver usage until the latter half of 2022, when the company's cash flow deficit gradually lessens as performance improves. Furthermore, we believe the company would likely receive short-term covenant relief from its lenders to the extent these impacts are viewed as largely temporary and one-time in nature." However, the company's ability to refinance its revolver in a timely manner before it becomes current in September 2022 remains a risk, as it will be predicated on the company's performance during 2022. S&P said, "Operating performance remained weak in 2021 despite our expectations last year of an operational and profitability rebound, and credit metrics will likely remain elevated in 2022. Despite significant demand and top-line recovery of the cosmetic accessories category in 2021 following the roll-off of the COVID-19 pandemic restrictions during the year, the company's profitability remained constrained as supply chain disruptions and inflationary cost pressures persisted throughout 2021. Ongoing shortages in logistics capacity, increase in sourcing time, and heightened container costs have resulted in substantially higher freight costs for pH Beauty as it sources the majority of its products internationally. To conserve cash during the initial onset of the pandemic in 2020, pH Beauty drastically cut inventory spending, incurring penalties levied by its customers for failing to meet delivery commitments. As a result, the company was poorly positioned to keep up with the return of demand in 2021, resulting in substantial working capital investments to build up inventory levels during the year to support higher sales. "The macroeconomic landscape remains volatile in 2022, particularly with global logistics and supply chain disruptions persisting. The company's small scale and revenue concentration among its top 3 customers has made its credit metrics particularly vulnerable to these challenges. Compared to our previous expectations of leverage in the 8x area, leverage increased to 16.8x at the end of fiscal 2021 compared to 16.5x in fiscal 2020, and EBITDA interest coverage remained below 1x. In 2022, we expect leverage to fall to about 7x with EBITDA interest coverage rising to the high-1x area. "Given pH Beauty's relatively small EBITDA base, operating difficulties with any one of its key customers could lead to a rapid decline in EBITDA and cash flow generation. Our forecast assumes extended cost inflation for key ingredients that are closely linked to oil prices, higher freight costs, higher fuel costs, and wage inflation from a tight labor market. However, we expect performance to improve in 2022 as the company sees a smaller degree of freight cost impact compared to 2021 after taking measures to limit pressure by executing flexible, fixed-price contracts for approximately half of its ocean freight volume. Combined with a significant increase in order fill-rate as inventory levels are now adequate to support demand, we now expect EBITDA margin to rebound into the mid-teen-percent area in 2022. "The negative outlook reflects that we could lower the rating in the coming quarters if the company is unable to improve cash flows, maintain adequate cushion on its financial covenants, and extend the maturity of its revolving credit facility." S&P could downgrade pH Beauty in the coming quarters if it expects the company is unable to meet its debt and interest coverage requirements in the next 12 months. This could occur if: -- Free operating cash flow remains negative, further straining liquidity as covenant headroom increasingly tightens. This would potentially cause a liquidity shortfall or covenant violation. -- The company is unable to extend the maturity of its revolver before it becomes current. S&P could consider taking a positive rating action if it believes the company will: -- Generate consistently positive FOCF. -- Improve its interest coverage above 1.5x. -- Successfully extend its revolver maturity. This would likely occur as the company's profitability and cash flow measures improve, allowing for increased headroom under its covenant. PRICHARD WATERWORKS: S&P Affirms 'B' Rating on 2019 Revenue Bonds ----------------------------------------------------------------- S&P Global Ratings has affirmed its 'B' rating on Prichard Waterworks and Sewer Board, Ala.'s series 2019 water and sewer revenue bonds and removed the rating from CreditWatch with negative implications, where it had been placed March 4, 2022. The affirmation follows the board's payment of its May 1 debt service requirement. The outlook on the rating is negative, reflecting there is at least a one-in-three chance we could lower it within the next two years. The negative outlook incorporates S&P's beliefs that the board has significant vulnerabilities with regard to risk management, oversight, and internal controls, which are also governance risks under the environmental, social, and governance (ESG) framework. S&P believes these vulnerabilities have created significant uncertainties with respect to the board's future financial position, including the ongoing federal criminal investigation into the alleged mismanagement of funds by board employees; uncertainty related to the board's ongoing hydrant fee litigation with the City of Prichard, which management stated was being primarily funded on a pay-as-you-go basis; and additional civil litigation filed against the board by its customers related to billing, which could expose the utility to additional financial liabilities. S&P said, "Our credit rating analysis reflects negative considerations driven by environmental, social, and governance (ESG) factors. For additional information on identified negative considerations we view as driven by ESG factors, please see our previous summary analyses on the board, published March 4, 2022, and Feb. 4, 2022, on RatingsDirect. "We could lower the rating should management draw on debt service reserve funds to make subsequent debt service payments. "We could remove the rating from negative outlook should we confirm that management has built, and is able to maintain, liquidity levels we view as sustainable, in addition to adopting rate increases or reducing expenses in a manner that we believe supports the board making its debt service payments over the long term." PUERTO RICO: Bankruptcy Stay Protects Government Employees ---------------------------------------------------------- Daniel Gill of Bloomberg Law reports that Puerto Rico 'bankruptcy' stay protects government employees. Puerto Rico's bankruptcy-like restructuring protects its government employees from an insurance firm's civil rights lawsuits that target them personally, the First Circuit ruled. The plaintiff firm, V??ctor J. Salgado & Associates, didn't directly sue the Puerto Rico government. But there's a possibility that the commonwealth will be called on to defend and possibly indemnify the government employees as required by a local law, the US Court of Appeals for the First Circuit said in a decision Thursday, May 12, 2022. 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. PURDUE PHARMA: States Object to $3 Mil. CEO Bonus ------------------------------------------------- James Nani of Bloomberg Law reports that Purdue Pharma's $3 Million CEO bonus draws states' ire, calls for his ouster. A group of states are objecting to a proposed $3 million bonus for Purdue Pharma CEO Craig Landau and calling for him to step down, arguing that the award "sends the wrong message to victims" of the bankrupt company's opioid drugs. Landau failed to protect the public from Purdue's opioid products and should step down as CEO, attorneys general from 24 states and the District of Columbia said in a filing to a New York bankruptcy court on Wednesday, May 11, 2022. 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 counsels; 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." REDWOOD EMPIRE: Wins Continued Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized Redwood Empire Lodging, LP to use cash collateral on an interim basis in accordance with the budget and provide adequate protection. The Debtor is authorized to use the cash collateral through and including (i) with respect to Pacific Premier Bank's cash collateral and the Page hotel, April 30, 2022, or at an earlier date that PPB either forecloses on, obtains the appointment of a receiver over, or otherwise obtains control of, the Page Hotel, and (ii) with respect to Cash Collateral of the lenders other than PPB, May 31, 2022. During the period, the Debtor is permitted to use cash collateral to pay postpetition expenses only in the amounts, and only for the purposes, specified in the budgets, subject to a 10% allowed line-item variance. The Court ruled that the Debtor will not make any payment to any professional employed under Bankruptcy Code section 327 before interim or final (as applicable) approval of such professional's application for payment of such fees and costs. The Debtor, however, may pay any fees owed to the Office of the United States Trustee, without regard to any amount set forth in the Operating Budgets. In addition to the replacement liens granted to the Debtor's Lenders under the previous Interim Cash Collateral Orders entered by the Court, the Lenders are granted as adequate protection, valid and perfected security interests in the Debtor's postpetition assets of the same type and to the same extent and priority (if any) as existed prior to the Petition Date. During the pendency of the Interim Order, the Debtor will maintain insurance on the Lenders' physical collateral and will provide proof of insurance to its secured creditors in addition to what the Debtor provided on June 25, 2021, promptly following a written request. The Debtor will segregate all proceeds from each of the Hotels in separate operating accounts and will not commingle funds in the Savings Account with the operating accounts as provided in the Order (I) Authorizing, But Not Directing (A) Continued Use of Debtor's Cash Management System, And (B) Continued Use of Debtor's Existing Bank Accounts, And (II) Granting Related Relief. With respect to the cash collateral relating to the Page Hotel, the Debtor will maintain at all times a minimum aggregate balance of the Page Hotel's bank accounts of $116,000, and any funds needed to pay for expenses of the Page Hotel that would otherwise cause the aggregate balance to fall below $116,000 will be funded from the Debtor's "savings account" consisting of funds that are not cash collateral of any secured creditor in the Bankruptcy Case. If the aggregate balance of the Page Hotel's bank accounts at any time falls below $116,000, the Debtor will cause funds to be deposited into such bank accounts to replenish such accounts to at least $116,000. These events constitute an "Event of Default:" a. The Debtor will be in breach of its agreements or undertakings, provided that with respect to any report that any Lender claims has not been provided, the Lender will provide written notice to the Debtor relating to such report and the Debtor will have two business days to cure; b. The Debtor will furnish or knowingly make any false, inaccurate, or incomplete representation, warranty, certificate, report or summary in connection with or under the Order; c. The appointment of a trustee in the Debtor's Bankruptcy Case; d. The dismissal of the Debtor's Bankruptcy Case; e. Except as permitted, the use of Cash Collateral under Bankruptcy Code section 363(c) without the Lenders' prior written consent; f. Best Western International, Inc. or any of its affiliates obtains a final order granting relief from the automatic stay applicable under Bankruptcy Code section 362 in the Debtor's Bankruptcy Case to exercise any of their rights under or terminate the membership agreements between Best Western and the Debtor (and then cash collateral will cease as to the affected Hotel); g. Any person or entity obtains a final order granting relief from the automatic stay with respect to the Lenders' collateral (and then cash collateral will cease as to the affected Hotel); h. A further interim order approving the Debtor's use of cash collateral is not entered by the Court on or the expiration of the Second Interim Period; i. The Debtor's Bankruptcy Case is converted to a case under Chapter 7 of the Bankruptcy Code; j. The Debtor will sell either of its Hotels without either (i) the applicable secured creditor's written consent (and in its sole and absolute discretion), or (ii) Court order after notice and a hearing; k. The Debtor's filing of a motion to abandon its interest in either of the Hotels; l. The Debtor's failure to maintain insurance in amounts and types as may be required under applicable loan and security documents, subject to 10 business days' written notice and opportunity to cure; or m. The Debtor's failure to cause all applicable sales and bed taxes to be paid on or before their due dates, or the Debtor's failure to provide the Lenders with evidence thereof subject to five business days written notice from the Lender and opportunity to cure. The Court has not determined if or to what extent the Lenders hold valid security interests in the cash collateral or any other collateral. In this regard, the Debtor fully reserves all of its rights to challenge any of the security interests that may be asserted by the Lenders, and the Lenders fully reserve all of their rights to assert alleged claims and liens in the cash collateral (and any other property). The Debtor has confirmed the authenticity of Pacific Premier's, Poppy's, and S&K's loan documents, which confirmation will be binding on the Debtor. The next hearing on the matter is scheduled for May 23 at 10 a.m. A copy of the order is available at https://bit.ly/3PjAVOg from PacerMonitor.com. About Redwood Empire Lodging, LP Redwood Empire Lodging, LP owns and operates two hotels: the Best Western Plus located at 208 N Lake Powell Boulevard, Page, Arizona 86040, and the Best Western Sonoma Winegrower's Inn, located at 6500 Redwood Drive, Rohnert Park, California 94928. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04678) on June 16, 2021. In the petition signed by Debra Heckert, member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. is assigned to the case. Isaac M. Gabriel, Esq., at Quarles & Brady LLP is the Debtor's counsel. ROBERT WEAVER: Ongoing Operations to Fund Plan Payments ------------------------------------------------------- Robert Weaver LLC filed with the U.S. Bankruptcy Court for the District of Arizona a Subchapter V Plan of Reorganization dated May 9, 2022. Debtor owns an RV Park in Naco, Arizona. Debtor's property located at 1791 W. Newell Street, Naco, Arizona, is subject to a mortgage held by DAFNI, LLC. Debtor has had an ongoing dispute with the balance due Dafni for several years. Dafni has failed and refused to provide Debtor or its managing member, Robert Kuehnle, with an accounting for certain escrow account contributions. The mortgage held by Dafni came due in September, 2021 and a Trustee's Sale was set for February 23, 2022. Debtor filed the instant bankruptcy to stay the Trustee's Sale and to seek a forum in which to address the claim of Dafni while retaining the Property. The Debtor will be responsible for resolving the claims of creditors through traditional claims allowance as permitted by the Bankruptcy Code and Bankruptcy Rules. Priority creditors will be paid in full the allowed amount of their claims with interest, within three years of the Effective Date. Secured creditors will be paid in full within five years of the Effective Date. Unsecured creditors will be paid within three years of the Effective Date. Class 2 consists of any unsecured priority tax claims of the State of Arizona, the Internal Revenue Service, and any municipality authorized to assess and collect taxes. To date, no proofs of claim have been filed by any tax agencies. In the event any claims are filed, Debtor anticipates resolving these claims through the filing of various returns and the payment of taxes in the ordinary course. If, after returns are filed, and any such claims exist and allowed, they will be paid either on the Effective Date or in the ordinary course. Class 2 Claims will be paid in full either on the Effective Date or at the appropriate time once returns are prepared and filed. Class 3 consists of the secured claim of Dafni. Dafni has filed a proof of claim in the amount of $133,351.51 as of the Petition Date. Debtor has filed an objection to this secured claim which has not been resolved. Debtor will pay the amount the Court determines is proper, plus 6% post-petition interest. Class 3 claims will be paid in full within five years of the Effective Date. Class 4 consists of the allowed, outstanding, unsecured claims as of the Effective Date and any timely filed rejection damages. The Bankruptcy Schedules reflect claims against Debtor in the amount of $0.00 and no unsecured claims have been filed to date. Class 4 Claims, in the event such Allowed Unsecured Claims are filed, shall be paid in full within three years of the Effective Date Class 5 consists of Debtor's equity security holders. The equity holder of Debtor is Bruce Kuehnle. Current Equity will remain as Equity, the Debtor will not make any distributions until after the Plan is fully consummated. Class 5 interests are not impaired and may not vote. The Plan will be funded entirely from Debtor's ongoing business operations. The Debtor's current gross income averages $12,000 per month and Debtor's monthly expenses also average $9,400 per month. Based on present numbers, Debtor can fund a feasible plan. Based on Debtor's current business, Debtor believes its Plan is viable. A full-text copy of the Plan of Reorganization dated May 9, 2022, is available at https://bit.ly/39lUsNE from PacerMonitor.com at no charge. Attorney for Debtor: Charles N. Kendall, Jr., Esq. Law Offices of Charles N. Kendall, Jr., PLLC Suite 400, 6000 Poplar Avenue Memphis, TN 38119 Tel: 901-525-1322 Fax: 901-525-2389 Email: mcoury@glankler.com About Robert Weaver Robert Weaver, LLC filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 22-00807) on Feb. 9, 2022, listing as much as $500,000 in both assets and liabilities. Bruce Kuehline, manager, signed the petition. The Debtor tapped the Law Office of Charles N. Kendall as legal counsel. SABERT CORP: Moody's Alters Outlook on 'B2' CFR to Negative ----------------------------------------------------------- Moody's Investors Service affirmed Sabert Corporation's B2 corporate family rating, its B2-PD probability of default rating, a B2 senior secured term loan rating. At the same time, Moody's revised the rating outlook to negative from stable. "The negative outlook reflects our expectation that Sabert continues to face challenges to generate free cash flow for the next 12-18 months given higher capital spending and working capital needs," says Motoki Yanase, VP-Senior Credit Officer at Moody's. "With a high level of oil and natural gas prices, resin prices for the next 12-18 months also remain uncertain, which may create time lag for the company to pass through higher costs," added Yanase. Affirmations: Issuer: Sabert Corporation Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD4) Outlook Actions: Issuer: Sabert Corporation Outlook, Changed To Negative From Stable RATINGS RATIONALE During the past several quarters, Sabert has been passing higher input costs including plastic resins, labor and freight onto end prices through its contracts and a number of out-of-market price increases. Demand from its main customers in foodservice and restaurants remained solid and profit has recovered in the fourth quarter of 2021 with a number of price increases. Moody's expects leverage would fall to 5.2x in 2022 from 6.7x in 2021, clearing the downgrade-guidance of 6.0x, if increase in resin prices remains benign relative to 2021. Nevertheless, with a high level of oil and natural gas prices, the level of resin prices remain uncertain for the next 12-18 months. Negative free cash flow (FCF) in 2021 will likely improve in 2022 but the degree of recovery will likely be limited as the company plans to increase capital spending in 2022 from 2021 to add capacity for pulp products in Texas and also in China. Negative impact from working capital could also sustain if the level of inventory and account receivables continues to rise with sales volume and higher resin prices. Given limited FCF generation, Moody's expects total debt could remain largely flat in 2022. Ability to reduce the usage of ABL revolver, which stood at $38 million in December 2021, and lower total debt depends on the level of resin prices for the next 12-18 months and how quickly the company can transfer higher costs onto product prices to secure profit if the cost base continues to rise. Moody's still expects Sabert's liquidity will remain adequate over the next 12 to 18 months, supported by $11 million of cash on hand at the end of 2021, modest FCF generation by Moody's estimate and $62 million availability as of December 2021 under its $100 million asset-based revolver due in 2024. The revolver was increased to $120 million in April 2022. The term loan has a 1% amortization of about $7 million a year and an excess cash flow sweep. Sabert's foreign subsidiaries, i.e. Sabert Hong Kong, Sabert Zhongshan and Sabert Europe, also have access to committed revolving credit facilities, each less than $20 million, with no outstanding amounts at the end of 2021. There are no maintenance covenants under the term loan credit agreement. The revolver has a springing fixed charge covenant of 1.05x if availability is less than the greater of 12.5% of the commitment or $10 million. Most of the assets are encumbered by the secured credit facilities. The B2 rating on the first-lien senior secured seven-year term loan maturing December 2026 is in line with the CFR, reflecting the preponderance of secured debt in the capital structure and its structural position behind the unrated $120 million asset-based revolver. The term loan borrower is Sabert Corporation. The loan is secured by a first lien on tangible and intangible assets and a second lien on the ABL collateral. The term loan is guaranteed by all direct and indirect subsidiaries, excluding Asian and European operations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating if Sabert increases scale and end-market diversity, demonstrates earnings growth and debt reduction. Specifically, ratings could be upgraded if debt/EBITDA declines to below 5.0x on a sustained basis, FCF/debt increases above 5%, EBITDA/interest expense coverage improves to more than 3.5x, and EBITDA margin approaches 20% on a sustained basis. Moody's could downgrade the company's rating if EBITDA margin does not improve or the operating and competitive environment deteriorates. Specifically, the ratings could be downgraded if debt/EBITDA remains above 6.0x on a sustained basis, EBITDA/interest remains below 3.0x or FCF/debt fails to improve to 3.0%. Headquartered in Sayreville, NJ, Sabert Corporation is a manufacturer of plastic and fiber-based packaging for food and food service. Sabert is privately owned by its founder Albert Salama. The company recorded $982 million in 2021. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. SAN DIEGO TACO: Unsecureds Will Get 29.87% in Consensual Plan ------------------------------------------------------------- San Diego Taco Company, Inc., submitted an Amended Plan of Reorganization dated May 9, 2022. This Plan of Reorganization proposes to pay creditors of the Debtor from cashflow from business operations. The final Plan payment is expected to be paid on either July 1, 2025 or July 1, 2027, depending on whether the Plan is consensual or nonconsensual. Class 2 consists of the Secured Claim of Pacific Premier Bank. Debtor will pay secured claims by making monthly payments directly to the creditors per the parties' contracts. Secured creditor will retain its lien securing the claim, whether on assets retained by Debtor or transferred to another person or entity. Debtor will implement the Plan through its projected disposable income from its business operations. Commencing on July 1, 2022, Debtor shall make payments set forth in the payment schedules as E(1) (5-year,consensual plan) or E(2) (3-year nonconsensual plan). There are two priority tax claims, and these are not treated as a Class under the Plan. Instead, under either a consensual or nonconsensual Subchapter V plan, Debtor proposes to pay each of these priority claims in full in 5 years. General, unsecured claims shall be paid monthly commencing on July 1, 2022 with the final payment to be made by June 1, 2027 (or June 1, 2025). In the event of a default, Debtor's assets shall be liquidated and distributed pursuant to applicable bankruptcy law in satisfaction of its remaining Plan obligations. The Debtor has $922,817.97 in total actual Nonpriority, Unsecured Claims. The Plan term shall be determined based on whether the Plan is consensually confirmed under 11 US Code Section 1191(a) or non-consensually confirmed under 11 US Code Section 1191(b). If the Plan is consensually confirmed, then the Plan term shall be 5 years with the unsecured creditors receiving approximately 29.87% of their claims of the Plan term. However, if the Plan is nonconsensually confirmed under Section 1191(b), then the Plan term shall be 3 years with the unsecured creditors receiving about 10.0% of their claims over the Plan term. The Debtor shall continue to pay monthly contractual payments directly to Pacific Premier Bank on its secured claim. Payments include repayment of prepetition insurance costs incurred by the Bank and Bank's attorney's fees per its Proof of Claim. Debtor owes unsecured Payment Protection Program (PPP) loans to Pacific Premier Bank. If Debtor can qualify for forgiveness of these loans, then the percentage dividend to the remaining unsecured creditors will increase accordingly. Debtor will implement the Plan through its projected disposable income from its business operations. A full-text copy of the Amended Plan of Reorganization dated May 9, 2022, is available at https://bit.ly/3sASuzN from PacerMonitor.com at no charge. About San Diego Taco Company San Diego Taco Company, Inc., an operator of restaurants that specialize in Mexican cuisine, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 21-03594) on Sept. 2, 2021. In the petition signed by Ernie Becerra III, president, the Debtor disclosed $615,570 in total assets and $1,597,598 in total liabilities. Judge Christopher B. Latham oversees the case. The Debtor tapped Jason E. Turner, Esq., at J. Turner Law Group, APC as legal counsel and Bonilla Accounting Firm as accountant. SILVER STATE: Plan Solicitation Period Extended to June 30 ---------------------------------------------------------- Judge August Landis of the U.S. Bankruptcy Court for the District of Nevada extended to June 30 the exclusivity period for Silver State Broadcasting, LLC and its affiliates to solicit acceptances for their proposed plan to exit Chapter 11 protection. The companies on May 2 filed a plan of reorganization, which proposes to resolve unsecured claims through a formal claim objection process or by agreement with the unsecured creditors. Any allowed claims that result will be paid in full. The companies will fund payments under the plan through revenue, proceeds from the sale of Golden State Broadcasting, LLC's KREV FM license and related assets, or funds provided by Edward Soltz, manager of Silver State, from his personal assets. About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates, Major Market Radio, LLC and Golden State Broadcasting, LLC, filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. Edward R. Stolz, manager of Silver State, signed the petitions. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC is the Debtors' legal counsel. The Debtors filed a Chapter 11 plan of reorganization on May 2, 2022. The companies will fund payments under the plan through revenue, proceeds from the sale of Golden State's KREV FM license and related assets, or funds provided by Mr. Soltz from his personal assets. STONEWAY CAPITAL: Court Approves Plan, 3rd-Party Releases --------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge on Wednesday approved Argentine power plant owner Stoneway Capital Corp.'s Chapter 11 plan, finding that creditors had more than sufficient notice to allow them to opt out of the plan's third-party releases. In a virtual bench ruling, U.S. Bankruptcy Judge James L. Garrity concluded nearly a week of deliberations with a determination that the plan's third-party releases of claims against nondebtors were permissible, saying the releases and how to opt out of them were "conspicuously disclosed in boldface type" on every plan ballot. About Stoneway Capital Corp. Stoneway Capital Corporation is a limited corporation incorporated in New Brunswick, Canada, formed for the purpose of owning and operating, through its Argentine subsidiaries, power generation projects that will provide electricity to the wholesale electricity markets in Argentina. The Argentine subsidiaries operate four power-generating plants in Argentina that provide electricity to the wholesale electricity market in Argentina. Stoneway is 100% owned by GRM Energy Investment Limited. On Oct. 8, 2020, Stoneway commenced proceedings under the Canada Business Corporations Act (the "CBCA"). The Debtors were well on the way toward closing the consensual restructuring when on Dec. 4, 2020, the Argentine Supreme Court issued a decision in a noise discharge dispute involving one of the Generation Facilities located in Pilar, Argentina. The Argentine Supreme Court decision created significant uncertainty as it overturned a ruling by the federal appeals court in San Martin, Buenos Aires. As a result of the looming expiration of a informal standstill arrangement, the Debtors commenced chapter 11 cases in the U.S. to put the automatic stay in place, maintain the status quo pending resolution of the various issues in Argentina, and ensure that neither the Indenture Trustee nor the Argentine Trustee takes any action that could be detrimental or value destructive to the Company. Stoneway Capital Ltd. and five related entities, including Stoneway Capital Corp., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-10646) on April 7, 2021. Stoneway estimated liabilities of $1 billion to $10 billion and assets of $500 million to $1 billion. Judge James L. Garrity, Jr. oversees the cases. The Debtors tapped Shearman & Sterling LLP as bankruptcy counsel, Bennett Jones LLP as Canadian counsel, Lazard Freres & Co. LLC as investment banker, and RSM Canada LLP as tax services provider. Prime Clerk, LLC is the claims agent and administrative advisor. On Feb. 10, 2022, the Debtors filed their proposed joint Chapter 11 plan and disclosure statement with the court. SUMMER AVE: Taps Law Offices of Louis S. Robin as Counsel --------------------------------------------------------- Summer Ave, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ the Law Offices of Louis S. Robin to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) drafting the Debtor's motions and orders concerning necessary pleadings to continue its Chapter 11 case; (b) assisting the Debtor in the resolution of its financial problems and the implementation of a plan of reorganization; (c) providing legal advice with respect to the powers and duties of the Debtor in the continued operation of its business; (d) assisting the Debtor in compliance with the requirements of the Office of the U.S. Trustee; (e) preparing legal documents; and (f) performing other related legal services for the Debtor. The Law Offices of Louis S. Robin will charge $300 per hour for its services. The firm received $7,500 as a retainer. As disclosed in court filings, the Law Offices of Louis S. Robin does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Louis S. Robin, Esq. Law Offices of Louis S. Robbin 1200 Converse Street Longmeadow, MA 01106 Tel: (413) 567-3131 Fax: (413) 565-3131 Email: lous.robin.bankruptcy@gmail.com About Summer Ave Summer Ave, LLC owns and manages real estate properties. The company is based in Longmeadow, Mass. Summer Ave filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 22-30140) on April 28, 2022, listing $778,100 in assets and $4,058,600 in liabilities. David Mawhinney serves as Subchapter V trustee. Louis S. Robin, Esq., at the Law Offices of Louis S. Robin is the Debtor's legal counsel. SUNGARD AS: Proskauer, Gray Represent Term Lender Group ------------------------------------------------------- In the Chapter 11 cases of Sungard AS New Holdings, LLC, et al., the law firms of Proskauer Rose LLP and Gray Reed & McGraw LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Ad Hoc Group of Term Loan Lenders. On April 11, 2022, the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code. As of May 10, 2022, members of the Ad Hoc Group of prepetition lenders and their disclosable economic interests are: ALCOF II NUBT, L.P by Arbour Lane Fund II GP, LL 777 Third Ave. New York, NY, 10017 * Prepetition 1L Secured Loans: $28,426,565.13 * Prepetition 2L Secured Loans: $74,096,532.92 * Membership Interests: 476,454 ALCOF II NUBT, L.P by Arbour Lane Fund III GP, LLC 777 Third Ave. New York, NY, 10017 * Prepetition 1L Secured Loans: $16,577,628.25 * Prepetition 2L Secured Loans: $62,107,452.58 Carlyle C17 CLO-Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $124,313.94 * Membership Interests: 4,817 Carlyle Global Market Strategies CLO 2012-3-Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $578,691.65 * Membership Interests: 25,785 Carlyle Global Market Strategies CLO 2012-4- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $592,171.59 * Membership Interests: 26,318 Carlyle Global Market Strategies CLO 2013-1- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $578,171.59 * Membership Interests: 25,765 Carlyle Global Market Strategies CLO 2013-2- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $176,111.45 * Membership Interests: 9,205 Carlyle Global Market Strategies CLO 2013-3- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $473,940.54 * Membership Interests: 20,255 Carlyle Global Market Strategies CLO 2013-4- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $402,751.25 * Membership Interests: 15,606 Carlyle Global Market Strategies CLO 2014-1- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $521,895.33 * Membership Interests: 20,223 Carlyle Global Market Strategies CLO 2014-2-R- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $451,390.32 * Membership Interests: 17,491 Carlyle Global Market Strategies CLO 2014-3-R- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $757,531.50 * Membership Interests: 32,645 Carlyle Global Market Strategies CLO 2014-4-R- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $606,374.24 * Membership Interests: 25,807 Carlyle Global Market Strategies CLO 2014-5- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $607,002.27 * Membership Interests: 26,252 Carlyle Global Market Strategies CLO 2015-1- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $592,862.68 * Membership Interests: 26,614 Carlyle Global Market Strategies CLO 2015-3- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $578,272.56 * Membership Interests: 25,629 Carlyle Global Market Strategies CLO 2015-4- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $525,227.16 * Membership Interests: 23,153 Carlyle Global Market Strategies CLO 2015-5- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $494,527.24 * Membership Interests: 21,403 Carlyle Global Market Strategies CLO 2016-3- Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $569,772.30 * Membership Interests: 24,179 Carlyle US CLO 2016-4-Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $642,288.77 * Membership Interests: 27,829 Carlyle US CLO 2017-1-Blocker, Ltd. 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $585,311.56 * Membership Interests: 26,042 Carlyle US CLO 2017-2- Blocker, Ltd 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $367,762.13 * Membership Interests: 17,682 Carlyle US CLO 2017-3-Blocker, Ltd 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $572,588.25 * Membership Interests: 24,218 Carlyle US CLO 2017-4-Blocker, Ltd 1 Vanderbilt Ave. New York, NY 10017 * Prepetition 1L Secured Loans: $357,402.63 * Membership Interests: 17,210 Counsel to The Ad Hoc Group of Term Loan Lenders can be reached at: GRAY REED Jason S. Brookner, Esq. Amber M. Carson, Esq. 1300 Post Oak Blvd., Suite 2000 Houston, TX 77056 Telephone: (713) 986-7000 Facsimile: (713) 986-7100 E-mail: jbrookner@grayreed.com acarson@grayreed.com - and - PROSKAUER David M. Hillman, Esq. Megan R. Volin, Esq. Joshua A. Esses, Esq. Eleven Times Square New York, NY 10036-8299 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 E-mail: dhillman@proskauer.com mvolin@proskauer.com jesses@proskauer.com Charles A. Dale, Esq. One International Place Boston, MA 02110-2600 Telephone: (617) 526-9600 E-mail: cdale@proskauer.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3MhoHUF About Sungard AS New Holdings Sungard Availability Services is Wayne, Pa.-based information-technology services provider owned by Angelo Gordon, Blackstone Credit, FS/KKR Advisor LLC and Carlyle Group Inc. Sungard provides disaster recovery services, colocation and network services, cloud and managed services and workplace recovery to customers in North America, Europe and Asia. The company and its affiliates filed for Chapter 11 protection twice in three years Sungard filed for Chapter 11 bankruptcy in 2019 with a prepackaged plan that was approved by a New York bankruptcy court one day after it was filed. Sungard AS New Holdings, LLC and affiliates, including Sungard Availability Services, LP, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-90018) on April 11, 2022. Judge David R. Jones oversees the case. In the petition signed by Michael K. Robinson, CEO and president, Sungard AS disclosed up to $1 billion in both assets and liabilities. Sungard Availability Services (UK) Limited, an indirect subsidiary of Holdings, entered into administration in the UK on March 25, 2022. Meanwhile, Sungard Canada filed an application for recognition in Canada under the Companies Creditors' Arrangement Act of its Chapter 11 case. Akin Gump Strauss Hauer & Feld LLP and Jackson Walker serve as legal counsel to the Debtors. Cassels Brock & Blackwell LLP, serves as their Canadian legal counsel. DH Capital, LLC and Houlihan Lokey, Inc., act as investment bankers. FTI Consulting, Inc. serves as financial and restructuring advisor. Alvarez & Marsal Canada Inc., serves as Canadian court-appointed information officer and is represented by Bennett Jones, LLP as counsel in connection with the Canadian proceedings. Kroll Restructuring Administration, LLC serves as notice and claims agent. Proskauer Rose, LLP and Gray Reed & McGraw, LLP serve as counsel to Acquiom Agency Services LLC, the Term Loan DIP agent, and Term Loan DIP lenders. PNC Bank, National Association, serves as administrative agent and collateral agent, under the DIP ABL facility. PNC is represented by Thompson Coburn Hahn & Hessen LLP as counsel. SWISSBAKERS INC: Wins Cash Collateral Access Thru June 22 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Swissbaker Inc. to use cash collateral on an interim basis through June 22, 2022, on the same terms and conditions as set forth in the Order Granting Interim Use of Cash Collateral dated March 23, 2022, except as modified by this order. The Court said the Debtor may use funds in accordance with the Extended Cash Collateral budget filed on April 1, 2022, subject to an upward variance in cost of goods sold proportionate to an increase in sales over budget and a variance of up to 10% on all other budgeted amounts. A further hearing on the matter is scheduled for June 21, at 10:45 a.m. A copy of the order is available at https://bit.ly/3whx0ce from PacerMonitor.com. About Swissbakers, Inc. Swissbakers, Inc. is a family-owned European bakery. Swissbakers sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-10357) on March 18, 2022. In the petition signed by Nicolas Stohr, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Janet E. Bostwick oversees the case. Joseph S.U. Bodoff, Esq., at Rubin and Rudman LLP is the Debtor's counsel. TALEN ENERGY: Akin Gump Advises GoldenTree, Other Lenders --------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Akin Gump Strauss Hauer & Feld LLP submitted a verified statement to disclose that it is representing the Ad Hoc Group of First Lien Creditors in the Chapter 11 cases of Talen Energy Supply, LLC, et al. As of May 10, 2022, members of the Ad Hoc Group of First Lien Creditors and their disclosable economic interests are: Anchorage Capital Group, L.L.C. 610 Broadway, Floor 6 New York, NY 10012 * $42,750,000 of the Term Loan B due 2026 * $18,800,000 of the 7.250% Secured Notes due 2027 * $15,000,000 of the 6.625% Secured Notes due 2028 * $63,400,000 of the 7.625% Secured Notes due 20286 Diameter Capital Partners LP 55 Hudson Yards, Suite 29B New York, NY 10001 * $35,596,659 of the Commodity Accordion Facility * $8,000,000 of the Term Loan B due 2026 * $13,000,000 of the 7.250% Secured Notes due 2027 * $10,000,000 of the 6.625% Secured Notes due 2028 * $13,000,000 of the 7.625% Secured Notes due 2028 GoldenTree Asset Management LP 300 Park Avenue, Floor 21 New York, NY 10022 * $381,600,000 of the Commodity Accordion Facility * $35,510,175.39 of the Term Loan B due 2026 * $9,950,000 of the 7.250% Secured Notes due 2027 * $57,724,000 of the 6.625% Secured Notes due 2028 Silver Point Finance, LLC 2 Greenwich Plaza, Suite 1 Greenwich, CT 06830 * $416,200,000 of the Commodity Accordion Facility * $25,000,000 of the 6.625% Secured Notes due 2028 * $49,496,000 of the 7.625% Secured Notes due 2028 * $20,500,000 of the 6.500% Senior Notes due 2025 * $6,000,000 of the 10.500% Senior Notes due 2026 Counsel to the Ad Hoc Group of First Lien Creditors can be reached at: AKIN GUMP STRAUSS HAUER & FELD LLP Marty L. Brimmage, Jr., Esq. Lacy M. Lawrence, Esq. 2300 N. Field Street, Suite 1800 Dallas, TX 75201 Telephone: (214) 969-2800 Facsimile: (214) 969-4343 E-mail: mbrimmage@akingump.com llawrence@akingump.com Ira S. Dizengoff, Esq. Brad M. Kahn, Esq. One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 E-mail: idizengoff@akingump.com bkahn@akingump.com - and - Scott L. Alberino, Esq. Kate Doorley, Esq. 2001 K Street NW Washington, DC 20006 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 E-mail: salberino@akingump.com kdoorley@akingump.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3l8yD6L About Talen Energy Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 20216 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. TALEN ENERGY: K&S Represents Term Loan and Secured Notes Group -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of King & Spalding LLP submitted a verified statement to disclose that it is representing the Ad Hoc Term Loan and Secured Notes Group in the Chapter 11 cases of Talen Energy Supply, LLC, et al. In August 2021, certain holders, or investment advisors, sub-advisers or managers of the account of such hold, of the (A) (1) 7.250% secured notes due May 15, 2027; (2) 6.625% secured notes due January 15, 2028; and (3) 7.625% secured notes due June 1, 2028, each issued by Talen Energy Supply, LLC, collectively, and (B) Loans under that certain Term Loan Credit Agreement, dated as of July 8, 2019, by and among Talen Energy Supply, LLC, the guarantors party thereto, Wilmington Trust, as administrative agent and the lenders from time to time party thereto, engaged King & Spalding LLP to represent them in connection with the potential restructuring of the Debtors. Since that time, through May 2022, additional holders have engaged K&S in connection with the potential restructuring and joined the Ad Hoc Term Loan and Secured Notes Group. K&S represents only the Ad Hoc Term Loan and Secured Notes Group and does not represent or purport to represent any entity or entities other than the Ad Hoc Term Loan and Secured Notes Group in connection with the Debtors' chapter 11 cases. In addition, the Ad Hoc Term Loan and Secured Notes Group, both collectively and through the individual members, does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. As of May 6, 2022, members of the Ad Hoc Term Loan and Secured Notes Group and their disclosable economic interests are: Assured Investment Management LLC 1633 Broadway, 25th Floor New York, NY 10019 Attn: Adam Sidor * Term Loan B: $18,168,579 Atlas Macro Master Fund Ltd. C/O Balyasny Asset Management L.P. 444 West Lake Street 50th Floor Chicago, IL 60606 Attn: George Klavdianos; Legal Email: corelegal@bamfunds.com * 6.625% Secured Notes due 2028: $5,000,000 Bank of America, N.A. and BofA Securities, Inc. One Bryant Park 3rd Floor New York, NY 10036 Attn: Alexander Townsend * Term Loan B ??? (Long) $2,000,000 * 7.250% Secured Notes due 2027 ??? (Short) $4,285,000 * 6.625% Secured Notes due 2028 ??? (Long) $448,000 * 7.625% Secured Notes due 2028 ??? (Long) $6,000,000 * Unsecured Notes 6.5s '25 ??? (Long) $50,000 * Unsecured Notes 10.5s '26 ??? (Long) $1,846,000 * Unsecured Notes 7.625s '28 ??? (Short) $174,000 * Unsecured Notes 6s '36 ??? (Short) $922,000 * Net seller of CDS totaling $24,000,000 notional across various contracts and net buyer of CDS totaling $13,000,000 notional across various contracts. Brevan Howard 1345 6th Avenue, 28th Floor New York, NY 10105 Attn: Ranjit Ahluwalia * 6.625% Secured Notes due 2028: $2,000,000 * 7.625% Secured Notes due 2028: $1,000,000 Citadel Advisors LLC 131 S Dearborn St Chicago, IL 60603 Attn: CitadelAgreementNotice@citadel.com * 7.250% Secured Notes due 2027: $10,000,000 * 7.625% Secured Notes due 2028: $10,000,000 Atlas Senior Loan Fund III, Ltd. Crescent Capital Group LP 299 Park Ave, Floor 33 New York, NY 10171 * Term Loan B: $1,549,260.00 Atlas Senior Loan Fund VII, Ltd. Crescent Capital Group LP 299 Park Ave, Floor 33 New York, NY 10171 * Term Loan B: $1,935,189.65 Atlas Senior Secured Loan Fund VIII, Ltd. Crescent Capital Group LP 299 Park Ave, Floor 33 New York, NY 10171 * Term Loan B: $1,549,260.00 Atlas Senior Loan Fund IX, Ltd. Crescent Capital Group LP 299 Park Ave, Floor 33 New York, NY 10171 * Term Loan B: $1,553,535.00 Atlas Senior Loan Fund X, Ltd. Crescent Capital Group LP 299 Park Ave, Floor 33 New York, NY 10171 * Term Loan B: $755,971.56 Atlas Senior Loan Fund XI, Ltd. Crescent Capital Group LP 299 Park Ave, Floor 33 New York, NY 10171 * Term Loan B: $2,271,700.63 Atlas Senior Loan Fund XII, Ltd. Crescent Capital Group LP 299 Park Ave, Floor 33 New York, NY 10171 * Term Loan B: $2,271,700.63 Counsel for the Ad Hoc Term Loan and Secured Notes Group can be reached at: King & Spalding LLP Matthew L. Warren, Esq. Lindsey Henrikson, Esq. 110 N. Wacker Drive, Suite 3800 Chicago, IL 60606 Telephone: (312) 764-6921 (312) 764-6924 E-mail: mwarren@kslaw.com lhenrikson@kslaw.com - and ??? W. Austin Jowers, Esq. 1180 Peachtree Street, NE Suite 1600 Atlanta, GA 30309 Telephone: (404) 572-2776 E-mail: ajowers@kslaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3wboeO2 About Talen Energy Supply LLC Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. TES owns and/or controls approximately 13,000 megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Through its subsidiary, Cumulus Growth, Talen is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. TALEN ENERGY: Moody's Withdraws Ca CFR Following Bankruptcy Filing ------------------------------------------------------------------ Moody's Investors Service has withdrawn the ratings of Talen Energy Supply, LLC including its corporate family rating of Ca, probability of default rating of Ca-PD, senior secured debt rating of Caa3, senior unsecured guaranteed debt rating of C and speculative grade liquidity rating of SGL-4. Moody's has also withdrawn the Caa3 rating of Talen Energy Marketing, LLC's Commodity Accordion Facility. The outlooks of both entities have been changed to rating withdrawn from stable. These actions follow the commencement of Chapter 11 bankruptcy proceedings. Withdrawals: Issuer: Talen Energy Marketing, LLC Senior Secured Bank Credit Facility, Withdrawn , previously rated Caa3 (LGD3) Issuer: Talen Energy Supply, LLC Corporate Family Rating, Withdrawn, previously rated Ca Probability of Default Rating, Withdrawn, previously rated Ca-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-4 Senior Secured Bank Credit Facility, Withdrawn, previously rated Caa3 (LGD3) Senior Secured Regular Bond/Debenture, Withdrawn, previously rated Caa3 (LGD3) Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated C (LGD5) Issuer: Pennsylvania Economic Dev. Fin. Auth. Senior Unsecured Revenue Bonds, Withdrawn, previously rated C (LGD5) Outlook Actions: Issuer: Talen Energy Marketing, LLC Outlook, Changed To Rating Withdrawn From Stable Issuer: Talen Energy Supply, LLC Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE On May 10, 2022, Talen announced that it had initiated Chapter 11 bankruptcy proceedings in the US District Court for the Southern District of Texas [1]. Talen Energy Marketing was included in the bankruptcy filing. Moody's has withdrawn all of Talen and Talen Energy Marketing's ratings, with no changes made to the ratings prior to the withdrawal. Talen Energy Supply, LLC (Talen) is an independent power producer with about 13 GW of generating capacity. Talen Energy Marketing, LLC is an energy trading and marketing subsidiary of Talen. Talen Energy Corporation (TEC), headquartered in The Woodlands, TX, is a privately owned holding company held by an affiliate of Riverstone Holdings LLC (Riverstone) that owns 100% of Talen and conducts all of its business activities through Talen. TALEN ENERGY: Porter, Paul Represent Crossholder Group ------------------------------------------------------ In the Chapter 11 cases of Talen Energy Supply, et al., the law firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Porter Hedges LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Group of Crossholders. In August 2021, the Ad Hoc Group of Crossholders retained Paul, Weiss to represent it as counsel in connection with a potential restructuring of the Debtors. In May 2022, the Ad Hoc Group of Crossholders retained Porter Hedges to serve as its Texas counsel with respect to such matters. As of May 10, 2022, members of the Ad Hoc Group of Crossholders and their disclosable economic interests are: BlackRock Financial Management, Inc 40 East 52nd Street New York, NY 10022 * Principal Amount of DIP TL Commitments: $55,000,000 * Principal Amount of 2027 Secured Notes: $45,654,000 * Principal Amount of 2028 6.625% Secured Notes: $17,532,000 * Principal Amount of 2028 7.625% Secured Notes: $7,343,000 Capital Research and Management Company 333 South Hope Street 50th Floor Los Angeles, CA 90071 * Principal Amount of DIP TL Commitments: $140,000,000 * Principal Amount of Term Loans: $44,746,131 * Principal Amount of 2027 Secured Notes: $216,603,000 * Principal Amount of 2028 6.625% Secured Notes: $10,164,000 * Principal Amount of 2028 7.625% Secured Notes: $78,964,000 * Principal Amount of 2026 Unsecured Notes: $90,390,000 FFI Fund, Ltd., FYI Ltd. and Olifant Fund, Ltd. 888 Boylston Street, 15th Floor Boston, MA 02199 * Principal Amount of Term Loans: $54,153,030 * Principal Amount of 2027 Secured Notes: $163,257,000 * Principal Amount of 2028 6.625% Secured Notes: $13,376,000 * Principal Amount of 2028 7.625% Secured Notes: $3,000,000 * Principal Amount of 2022 Unsecured Notes: $10,365,000 Sculptor Capital LP C/O Sculptor Capital 9 W 57th Street, 40th Floor New York, NY 10019 * Principal Amount of DIP TL Commitments: $65,000,000 * Principal Amount of 2027 Secured Notes: $9,000,000 * Principal Amount of 2028 6.625% Secured Notes: $85,000,000 * Principal Amount of 2025 Unsecured Notes: $14,000,000 * Principal Amount of 2026 Unsecured Notes: $10,000,000 Nassau Corporate Credit, LLC 17 Old Kings Hwy S, Suite 200 Darien, CT 06820 * Principal Amount of Term Loans: $1,485,000 Nomura Corporate Research and Asset Management, Inc. C/O Derek Leung 309 West 49th Street, 9th Floor New York, NY 10019 * Principal Amount of 2027 Secured Notes: $4,379,000 * Principal Amount of 2028 6.625% Secured Notes: $14,007,000 * Principal Amount of 2028 7.625% Secured Notes: $225,000 * Principal Amount of 2025 Unsecured Notes: $1,250,000 * Principal Amount of 2026 Unsecured Notes: $5,620,000 The Ad Hoc Group of Crossholders, through its undersigned counsel, reserves the right to amend or supplement this Verified Statement as necessary for that or any other reason in accordance with the requirements set forth in Bankruptcy Rule 2019. Co-Counsel to the Ad Hoc Group Of Crossholders can be reached at: PORTER HEDGES LLP John F. Higgins, Esq. M. Shane Johnson, Esq. Emily D. Nasir, Esq. 1000 Main Street, 36th Floor Houston, TX 77002-2764 Telephone: (713) 226-6000 Facsimile: (713) 226-6248 E-mail: jhiggins@porterhedges.com sjohnson@porterhedges.com enasir@porterhedges.com - and ??? PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Andrew N. Rosenberg, Esq. Alice Belisle Eaton, Esq. William A. Clareman, Esq. Alexander Woolverton, Esq. 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 E-mail: arosenberg@paulweiss.com aeaton@paulweiss.com wclareman@paulweiss.com awoolverton@paulweiss.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3MjTGiI About Talen Energy Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 20216 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. TALEN ENERGY: Zack, Kirkland Represent Unsecured Noteholders Group ------------------------------------------------------------------ In the Chapter 11 cases of Talen Energy Supply, LLC, et al., the law firms of Kirkland & Ellis LLP and Zack A. Clement PLLC submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Group of Unsecured Noteholders. Counsel represents only the Ad Hoc Group of Unsecured Noteholders and does not represent or purport to represent any entity other than the Ad Hoc Group of Unsecured Noteholders, in connection with these chapter 11 cases. As of May 9, 2022, members of the Ad Hoc Group of Unsecured Noteholders and their disclosable economic interests are: Appaloosa LP 51 JFK Parkway Short Hills, NJ 07078 * 2026 Senior Notes: $5,000,000 Carronade Capital Management, LP 17 Old Kings Highway South Suite 140 Darien, Connecticut 06820 * 2025 Senior Notes: $28,527,000.00 * 2026 Senior Notes: $11,250,000 * Other: $6,100,000 7.25% Secured Notes due 2027 $1,000,000 6.625% Secured Notes due 2028 $250,000 7.625% Secured Notes due 2028 CastleKnight Management LP 810 Seventh Avenue Suite 803 New York, NY 10019 * 2025 Senior Notes: $75,062,000 * 2026 Senior Notes: $61,573,000 * 2036 Senior Notes: $13,500,000 Citadel Equity Fund Ltd. US Fundamental Credit 520 Madison Avenue New York, NY 10022 * 2025 Senior Notes: $8,000,000 * 2026 Senior Notes: $51,600,000 Contrarian Capital Management, L.L.C. 411 West Putnam Avenue Suite 425 Greenwich, CT 06830 * 2025 Senior Notes: $1,002,000 * 2026 Senior Notes: $7,000,000 FourSixThree Capital LP 520 Madison Avenue 19th Floor New York, NY 10022 * 2025 Senior Notes: $1,500,000 * 2026 Senior Notes: $7,000,000 Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403 * 2025 Senior Notes: $41,450,000 * 2026 Senior Notes: $6,900,000 * Other: $17,000,000 7.25% Secured Notes due 2027 $2,700,000 7.625% Secured Notes due 2028 King Street Capital Management, L.P 299 Park Avenue 40th Floor New York, NY 10171 * 2026 Senior Notes: $14,000,000 Livello Capital Management LP 1 World Trade Center 85th Floor New York, NY 10007 * 2025 Senior Notes: $2,000,000 * 2026 Senior Notes: $4,000,000 Lord, Abbett & Co. LLC 333 West Wacker Drive Chicago, Illinois 60606 * 2025 Senior Notes: $38,749,000 Nuveen Asset Management, LLC 333 West Wacker Drive Chicago, Illinois 60606 * 2025 Senior Notes: $23,300,000 * 2026 Senior Notes: $56,000,000 * 2036 Senior Notes: $7,210,000 * 2038 Municipal Bonds: $68,700,000 * Other: $8,000,000 7.25% Secured Notes due 2027 $15,000,000 6.625% Secured Notes due 2028 Philosophy Capital Management LLC 3000 Sand Hill Road Building 4, Suite 110 Menlo Park, CA 94025 * 2025 Senior Notes: $14,900,000 * 2026 Senior Notes: $17,250,000 Rubric Capital Management LP 155 East 44th Street Suite 1630 New York, NY 10017 * 2025 Senior Notes: $146,424,000 * 2026 Senior Notes: $119,849,000 Susquehanna Advisors Group, Inc. 401 City Avenue Suite 220 Bala Cynwyd, PA 19004 * 2025 Senior Notes: $2,000,000 * 2026 Senior Notes: $1,000,000 System 2 Master Fund Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands * 2025 Senior Notes: $17,000,000 * 2026 Senior Notes: $16,000,000 Two Seas Capital LP 32 Elm Place 3rd Floor Rye, NY 10580 * 2025 Senior Notes: $14,000,000 * 2026 Senior Notes: $6,000,000 * 2036 Senior Notes: $3,500,000 The Ad Hoc Group of Unsecured Noteholders, through its undersigned counsel, further reserves the right to supplement and/or amend this Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019 at any time in the future. Co-Counsel for the Ad Hoc Group of Unsecured Noteholders can be reached at: ZACK A. CLEMENT PLLC Zack A. Clement, Esq. 3753 Drummond Street Houston, TX 77025 Telephone: (832) 274-7629 E-mail: zack.clement@icloud.com - and - KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Patrick J. Nash, Jr., Esq. Christopher S. Koenig, Esq. 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: patrick.nash@kirkland.com chris.koenig@kirkland.com Steven N. Serajeddini, Esq. 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4600 Facsimile: (212) 446-4800 E-mail: steven.serajeddini@kirkland.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3Mg7cnL and https://bit.ly/3Mh4xKq About Talen Energy Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 20216 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. TIGER OAK: Plan Disclosures Inaccurate, Greenspring Says -------------------------------------------------------- Greenspring Media, L.L.C. filed an objection to the Joint Disclosure Statement for Joint Liquidation Plan Proposed by Tiger Oak Media, Incorporated and the Official Committee of Unsecured Creditors. Edwin H. Caldie, in his capacity as chapter 11 trustee ("Trustee") of Debtor, Tiger Oak Media, Incorporated, entered into an asset purchase agreement with Greenspring, transferring Debtor's publications Meeting and Events and Custom Publishing Magazine and related assets ("Transferred Assets") of the Debtor. The sale of the Transferred Assets was confirmed on January 19, 2022. The Trustee has filed this Disclosure Statement without fully disclosing accurate financial information related to the Transferred Assets. Therefore, this Disclosure Statement should not be approved, and the Chapter 11 Plan should not be confirmed until the Trustee has disclosed and resolved the outstanding issues related to prepaid advertising collected by the Trustee and amounts due to Greenspring, as a result thereof. Attorneys for the Greenspring Media L.L.C.: Michael A. Cavallaro, Esq. 2800 Capella Tower, 225 South Sixth Street Minneapolis, Minnesota 55402-4662 Telephone: (612) 333-2111 Facsimile: (612) 333-6798 E-mail: Michael.Cavallaro@btlaw.com About Tiger Oak Media Tiger Oak Media, Incorporated, is a regional and national publisher of books, magazines, media and events that appeal to targeted audiences. Tiger Oak Media sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-43029) on Oct. 7, 2019. In the petition signed by its CEO Craig Bednar, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $10 million. The Hon. Michael E. Ridgway is the case judge. The Debtor tapped Steven Nosek, Esq. and Yvonne Doose, Esq., as bankruptcy attorneys; Lurie, LLP as accountant; and Integrated Consulting Services, LLC as financial consultant. The U.S. Trustee for Region 12 appointed creditors to serve on the official committee of unsecured creditors on Oct. 22, 2019. The committee tapped Bassford Remele, P.A., as its legal counsel, and Platinum Management, LLC, as its financial advisor. Choice Financial Group, as Lender, is represented by Manty & Associates, PA. TRI-WIRE ENGINEERING: Plan Disclosures Inadequate, UST Says ----------------------------------------------------------- The United States Trustee ("UST") states that the disclosure statement submitted by debtor Tri-Wire Engineering Solutions, Inc. and the Official Committee of Unsecured Creditors (cumulatively "Proponents") in the Debtor's Chapter 11 case fails to provide adequate information regarding the proposed plan of reorganization of even date. The UST points out that the definition of Exculpated Persons includes JPM, a non-estate fiduciary, and its members, and each officer, director, attorney, accountant, agent, employee and representative, who have no fiduciary obligations to the estate and thus, should not be exculpated. Moreover, rank-and-file employees are not bound as estate fiduciaries in the same way as corporate management yet are covered by the Disclosure Statement and Plan provisions. Since the Exculpation includes non-estate fiduciaries it is overly broad and impermissible and should not be approved. The UST further points out that as crafted, the Exculpation exceeds the reasonable temporal boundaries under the law. A Disclosure Statement and Plan should only exculpate those actions taken in connection with a bankruptcy case between the petition date and the effective date of the plan. According to the UST, the exculpation provision should be amended and narrowed to cover only estate fiduciaries and post-petition, pre-effective date actions in connection with the Disclosure Statement, Plan and Chapter 11 case. The UST asserts that the Disclosure Statement should be amended to fill the blanks relating to cash on hand as of a date certain, and the amount of interim compensation received by each identified professional person. William K. Harrington United States Trustee By: Paula R. C. Bachtell BBO #564155 U.S. Department of Justice John W. McCormack Post Office and Courthouse 5 Post Office Square, Suite 1000 Boston, MA 02109 Tel: (617) 788-0406 Fax: (617) 565-6368 E-mail: Paula.bachtell@usdoj.gov About Tri-Wire Engineering Solutions Tri-Wire Engineering Solutions, Inc. -- https://www.triwire.net/ -- provides installation, construction, maintenance, and other technical support services to cable and telecommunications companies throughout North America.?? ?? Tri-Wire Engineering was formed in 1999 and is headquartered in Tewksbury, Mass. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-11322 on Sept. 13, 2021. In the petition filed by Ruben V. Klein, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Christopher J. Panos oversees the case. Casner & Edwards, LLP is the Debtor's counsel. Gentzler Henrich & Associates LLC is the financial advisor and turnaround consultant. SSG Advisors, LLC serves as an investment banker. TWO'S COMPANY: Unsecureds to 12 Cents on Dollar in Plan ------------------------------------------------------- Two's Company Restaurant & Lounge, LLC, submitted a First Amended Plan of Reorganization. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from cash flow from operations. Under the Plan, Class 9 Non-priority Unsecured Claims total $205,755. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this plan has valued approximately 12.12 cents on the dollar, or an estimated total of $24,947. Class 9 is impaired. Attorney for the Debtor: George B. Goyke, Esq. GOYKE & TILLISCH, LLP 2100 Stewat Avenue, Suite 140 Wausau, WI 54401 Tel: (715) 849-8100 E-mail: goyke@grandlawyers.com A copy of the Plan dated April 29, 2022, is available at https://bit.ly/3kADA89 from PacerMonitor.com. About Two's Company Restaurant & Lounge Two's Company Restaurant & Lounge, LLC, which operates a restaurant, filed a petition for Chapter 11 protection (Bankr. W.D. Wisc. Case No. 21-12177) on Oct. 22, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Judge Catherine J. Furay oversees the case. The Debtor is represented by Goyke & Tillisch, LLP. UNITED WAY OF SALEM: Creditors to Get Proceeds From Liquidation --------------------------------------------------------------- United Way of Salem County Inc., d/b/a Salem Community Center filed with the U.S. Bankruptcy Court for the District of new Jersey a Small Business Plan of Liquidation dated May 9, 2022. The Debtor is a not-for-profit organization that formerly operated as a community center in Salem, New Jersey, providing childcare, youth and senior programming, and exercise facilities. The Debtor has been in existence for approximately 68 years, previously as an affiliate of the national United Way organization. The Debtor has not had active operations since May 2019, when its inability to timely rectify a prior fire code violation, which rendered the Debtor unable to provide childcare services and realize the attendant revenues, caused it to cease active operations. The Debtor's primary assets consist of real property located at the following addresses: 118 Walnut Street, Salem, NJ 08079 (the "Walnut Street Property"); 201-203 E. Broadway, Salem, NJ 08079; and 279 E. Broadway, Salem, NJ 08079. A sheriff's sale of the Walnut Street Property was scheduled for February 7, 2022. In order to prevent that from occurring, and in an effort to preserve the value of that property and the Debtor's other assets through an orderly process, the Debtor filed its voluntary petition pursuant to subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor proposes a liquidating plan whereby it intends to sell its assets via public or private sale, pursuant to Section 363 of the Bankruptcy Code. The net proceeds of sale (i.e., those remaining after the payment of any broker's commissions and other customary closing costs) shall be used to pay allowed claims in accordance with the priority scheme under Section 727 of the Bankruptcy Code. Class 6 consists of General Unsecured Claims. All Allowed Claims in Class 6 shall be paid on a pro rata basis from the net proceeds from the sale of the Debtor's assets. Upon Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor will undertake to sell all its assets via public or private sale and disburse the net proceeds of sale to the holders of allowed claims in accordance with the priority scheme under the Bankruptcy Code. A full-text copy of the Liquidating Plan dated May 9, 2022, is available at https://bit.ly/3l9HdCv from PacerMonitor.com at no charge. Attorneys for the Debtor: LAW OFFICES OF KENNETH L. BAUM LLC 201 W Passaic Street, Suite 104 Rochelle Park, NJ 07601 Kenneth L. Baum, Esq. kbaum@kenbaumdebtsolutions.com (201) 853-3030 (201) 584-0297 Facsimile kbaum@kenbaumdebtsolutions.com About United Way of Salem County United Way of Salem County is a civic and social is a is a civic and social organization in Salem, New Jersey. United Way of Salem County sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 22-10951) on Feb. 6, 2022. In the petition filed by Monique Chadband as treasure, United Way of Salem County listed estimated assets of between $1 million and $10 million and estimated liabilities between $1 million and $10 million. Kenneth L. Baum, Esq., of LAW OFFICES OF KENNETH L. BAUM, LLC, is the Debtor's counsel. VINO CAFE: Continued Operations to Fund Plan Payments ----------------------------------------------------- Vino Cafe LLC submitted an Amended Plan of Reorganization for Small Business dated May 9, 2022. The Plan Proponent's financial projections show that the Debtor will have projected disposable income in the amount of $3500 per month which will allow the debtor to pay its secured and priority claims. The final Plan payment is expected to be paid on January 1, 2027. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of the secured claim of NY State Taxation in the amount of $76,766.66 per poc (1-3) filed March 28, 2022 payable at 14.5% or $1806.19 per month for 60 months. Class 3 consists of the secured claim of Community Bank NA in the amount of $22,936.93 as per its poc filed March 7, 2022 payable at 8 for $465 per month for 60 months. Class 4 consists of the secured claim of Small Business Administration in the amount of $53,041.10 per poc (2-1) filed February 8, 2022 payable at 3.75% or $970 per month for 60 months. Class 5 consists of non-priority unsecured creditors. Filed and allowed unsecured general non-priority claim will receive no payment through debtor's plan of reorganization. Class 6 consists of equity security holders of the Debtor. Pre-petition, the debtor was comprised of two equal members, Deana Seigfried and Andrew Moraco. Debtor proposes to pay the balance of the SMA loan and also the balance of the secured claim of Community Bank in exchange for the extinguishment of the post petition membership interest of Andrew Moraco. Debtor shall pay allowed claims in accordance with the terms of the confirmed Plan from revenue derived from its continuing operation. A full-text copy of the Amended Plan dated May 9, 2022, is available at https://bit.ly/3wdp7G1 from PacerMonitor.com at no charge. Attorney for the Debtor: Maxsen D. Champion, Esq. 8578 East Genesee Street Fayetteville, NY 13066 Tel: (315) 664-2550 Email: max2040@live.com About Vino Cafe Vino Cafe, LLP, filed a petition for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 22-60041) on Jan. 27, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Deana B. Siegfried, controlling member, signed the petition. Judge Diane Davis oversees the case. The Debtor tapped Maxsen D. Champion, Esq., a practicing attorney in Fayetteville, N.Y., to handle its Chapter 11 case. VJGJ INC: To Seek Plan Confirmation on May 25 --------------------------------------------- Judge Brendan L. Shannon, on April 29, 2022, entered an order, approving the Disclosure Statement of VJGJ, Inc., et al. The confirmation hearing will be held on May 25, 2022 at 11:00 a.m. (ET). Objections to confirmation of the Plan, if any, must filed and served no later than May 20, 2022 at 4:00 p.m. (ET). Any party that wishes to challenge the allowance of its Claim for voting purposes shall serve on counsel to the Debtors and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim in a different amount or classification for purposes of voting to accept or reject the Plan on or before 4:00 p.m. (ET) on May 13, 2022. On or before May 23, 2022 at 4:00 p.m. (ET), the Voting Agent shall file a voting report, verifying the results of its voting tabulations reflecting the votes cast to accept or reject the Plan. The deadline by which all Ballots, including Master Ballots but excluding Class 4 Lender Ballots, must be properly executed, completed, and actually received by the Voting Agent shall be May 20, 2022 at 5:00 p.m. (ET). The Debtors, or any other party supporting confirmation of the Plan, may file responses to any Plan Objection on or before May 24, 2022 at 12:00 p.m. (ET). The Plan Supplement must be filed and served no later than May 13, 2022. The Debtors are authorized (but not required) to distribute, or cause to be distributed, the Disclosure Statement (together with all exhibits thereto, including the Plan), and the Disclosure Statement Order to the Voting Classes in flash drive format in lieu of paper format. The Confirmation Hearing Notice, Ballots and return envelopes contained in the Solicitation Packages shall be provided in paper format. The Voting Agent may distribute the Master Ballot and Class 4 Lender Ballots to the Administrative Agent via electronic mail, and the Administrative Agent is authorized to deliver the Class 4 Lender Ballots, return envelopes, and solicitation packages to the Class 4 Lenders via First Class Mail, or some other method of delivery as the Administrative Agent deems appropriate in its discretion. The Administrative Agent is required to distribute the Solicitation Packages they receive within 5 business days to the Class 4 Lenders for whom it serves as Administrative Agent. To obtain the votes of the Class 4 Lenders, the Administrative Agent shall include as part of each Solicitation Package sent to a Class 4 Lender a Class 4 Lender Ballot and a pre-paid return envelope provided by, and addressed to, the Administrative Agent, along with an email address for the Administrative Agent. The Class 4 Lenders then must return the Class 4 Lender Ballots to the Administrative Agent in the manner and by the deadline directed by the Administrative Agent in the instructions accompanying the Class 4 Lender Ballots. Upon receipt of the completed Class 4 Lender Ballots from the Class 4 Lenders, the Administrative Agent shall summarize the votes of its Class 4 Lenders on a Master Ballot in accordance with the instructions attached to the Master Ballot. The Administrative Agent must return the Master Ballot(s) to the Voting Agent so that it is received prior to the Voting Deadline. Upon written request, the Debtors will reimburse the Administrative Agent (or its agents) in accordance with customary procedures for their reasonable, actual, and necessary out-of-pocket expenses incurred in performing the tasks described in this paragraph. No other fees, commissions or other remuneration will be payable to the Administrative Agent (or its agents or intermediaries) in connection with the distribution of Solicitation Packages to Class 4 Lenders or the completion of Master Ballots. Counsel to the Debtors and Debtors in Possession: Michael R. Nestor, Esq. Matthew B. Lunn, Esq. Shane M. Reil, Esq. S. Alexander Faris, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 N. King Street, Rodney Square Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com mlunn@ycst.com sreil@ycst.com afaris@ycst.com Counsel to the Official Committee of Unsecured Creditors of VJGJ, Inc. Catherine L. Steege, Esq. Melissa M. Root, Esq. Landon S. Raiford, Esq. JENNER & BLOCK LLP 353 N. Clark Street Chicago, Illinois 60654 Tel: (312) 923-2952 Fax: (312) 840-7352 Email: csteege@jenner.com mroot@jenner.com lraiford@jenner.com - and - Mark Minuti, Esq. Lucian B. Murley, Esq. Monique B. DiSabatino, Esq. SAUL EWING ARNSTEIN & LEHR LLP 1201 North Market Street, Suite 2300, P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6840 E-mail: mark.minuti@saul.com luke.murley@saul.com monique.disabatino@saul.com A copy of the Order dated April 29, 2022, is available at https://bit.ly/37cvXlq from PacerMonitor.com. A copy of the Disclosure Statement dated April 29, 2022, is available at https://bit.ly/3MOuVLk from PacerMonitor.com. About VJGJ, Inc. Over the last decade, the Company undertook several strategic initiatives aimed at increasing their product and service offerings and modernizing and expanding their facilities to position the company for continued growth. Unfortunately, despite the success and promise of certain of these initiatives, a combination of regulatory and legal setbacks and unfavorable macroeconomic conditions, including most notably the COVID-19 pandemic and a warning letter from the U.S. Food and Drug Administration (the "FDA") in November 2019, as a well as an additional comment letter in August 2020, relating to the Debtors' manufacturing facility, limited the Debtors' operations and led to decreased revenue and increased costs. The Company was able to withstand the liquidity impact of the COVID-19 pandemic and the FDA warning letter for some time due, in part, to various cost-savings measures, but long-term could not continue without significant operational changes and capital. As a result, the Company began to consider strategic alternatives, including the potential filing of chapter 11 cases. Debtor is represented by Young Conaway Stargatt & Taylor, LLP. WELCOME MOTELS: Case Summary & Seven Unsecured Creditors -------------------------------------------------------- Debtor: Welcome Motels II, Inc. 2303 Triphammer Road Ithaca, NY 14850 Business Description: Welcome Motels is part of the traveler accommodation industry. The Debtor is the fee simple owner of a property located at 2303 Triphammer Road, Ithaca, NY, valued at $3.35 million. Chapter 11 Petition Date: May 13, 2022 Court: United States Bankruptcy Court Northern District of New York Case No.: 22-30297 Judge: Hon. Wendy A. Kinsella Debtor's Counsel: Erica Aisner, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 Email: eaisner@kacllp.com Total Assets: $4,094,888 Total Liabilities: $7,066,554 The petition was signed by Jay Bramhandkar as president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5HEPAYA/Welcome_Motels_II_Inc__nynbke-22-30297__0001.0.pdf?mcid=tGE4TAMA WHOLE EARTH: S&P Alters Outlook to Stable, Affirms 'B' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on Chicago-based Whole Earth Brands Inc., a better-for-you branded food and ingredients company, to stable from positive and affirmed all of its ratings, including its 'B' issuer credit rating. S&P said, "The stable outlook reflects our expectation the company will increase its market share and realize cost savings such that its sales and EBITDA expand modestly while its leverage declines below 5x. "The outlook revision reflects WEB's current weaker-than-expected credit metrics, as well as our forecast that its profitability and cash flow will recover in 2022. We estimate the company's S&P Global Ratings-adjusted leverage was 6.2x for the trailing 12 months ended March 31, 2022 and generated flat free operating cash flow (FOCF) for the quarter, a modest improvement compared to negative FOCF last year." Its leverage was negatively affected by the timing of the Wholesome acquisition earn-out, which it drew on its revolver to partially fund and pay out during the quarter. In addition, the company's profitability and cash flow continue to be negatively affected by inflationary cost pressures but should steadily improve as one-time costs related to its acquisitions of Wholesome and Swerve, the manufacturing footprint restructuring in its Flavors and Ingredients (F&I) segment, and public company readiness roll-off. With these costs not repeating, EBITDA and cash flow should modestly improve in 2022. Supply chain disruptions and labor shortages also led to a drag on its CPG segment sales in 2021. In response, WEB accelerated the timeline of the supply chain reinvention project for its North American branded CPG business, which it claims will also help offset the effects of inflation on its profitability because it will improve its scale and overhead cost leverage. Therefore, the company's customer service levels improved throughout first quarter of 2022, with March being the highest production month in over a year. S&P said, "WEB incurred close to $8 million of charges related to this project in 2021, which we expect will continue into 2022, albeit at lower levels. Absent any execution setbacks, the company will likely begin to benefit from cost savings in 2022 and achieve the full $3 million-$4 million of run-rate savings in 2023 when it completes phase two of the program. WEB also implemented mid-single digit price increases at the start of 2022 to curb the effects of inflation on its profitability. We believe the company's earnings in 2022 will likely also benefit from its recent market share gains in the club and foodservice channels, as well as a full year of contributions from Wholesome (which accounts for about half of its branded CPG segment sales). Based on these factors, we forecast its leverage will improve to 4.8x while its FOCF generation rises to the $25 million-$30 million range in fiscal year 2022." S&P said, "Given its improved cash flow generation in 2022, we believe WEB will prioritize reducing its leverage. Management has a long-term net leverage target of 3x. Given that its leverage is currently well above its defined target, we believe the company will reduce its leverage toward this range prior to pursuing additional large mergers and acquisitions (M&A) or share repurchases. We estimate WEB will likely also have sufficient capacity to deliver on its financial policy given our forecast for improving FOCF. "The growth prospects in WEB's F&I segment are limited and we will continue to monitor the organic growth trends in its branded CPG business. The company's revenue from its F&I segment, which accounts for 20% of its total revenue, increased by 6% in 2021 and an additional 12% in first quarter 2022 due to improved demand in in its licorice extract and derivative product lines. Still, we view the market for licorice products as quite mature and believe there are limited opportunities for sales growth. In its sweeteners and adjacencies, which comprise its branded CPG segment, the company increased its annual revenue by 0.7% relative to 2020 and by 12% on a two-year basis. We believe significant growth opportunities exist for this market in the U.S., where the consumer shift toward natural premium sweeteners and away from sugar and artificial sweeteners is well underway. The Whole Earth brand is underpenetrated at just 11% of the U.S sugar substitute market, which compares with its penetrations rates of 73%, 35%, and 32% in developed markets such as France, Australia, and the U.K., respectively, where this trend is further advanced. We view this opportunity as credit positive to the degree that the company can manage its trade promotions and customer acquisition costs while profitably gaining shelf space. "The stable outlook on WEB reflects our expectation that it will continue to improve its sweetener penetration and realize cost savings from its North America supply-chain consolidation initiative. This, coupled with the roll off of certain one-time costs, will likely support a modest rise in its sales and EBITDA such that it sustains leverage of less than 5x." S&P could lower its rating on WEB if its leverage increases above 6.5x and it is unable to generate positive FOCF. This could occur if: -- Its organic growth performance is weak due to lower demand or increased competition; -- Its margins contract due to integration difficulties, supply chain disruptions, or a failure to pass on inflationary price increases; or -- It prioritizes acquisitions or shareholder returns ahead of fully integrating its North American branded CPG operations and reducing its leverage. S&P could raise its rating on WEB if it believes it will sustain leverage of less than 4.5x. This could occur if: -- The company profitably captures market share in its key markets; -- Its margins benefit from improved distribution efficiency and cost absorption because of its North American supply-chain consolidation; and -- The company balances its acquisition growth strategy with improving its balance sheet leverage. ESG credit indicators: E-2; S-2; G-2 WINTER GARDEN: S&P Affirms 'CC' LT Rating on 1994 Revenue Bonds --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'CC' long-term rating on Winter Garden Housing Finance Corp., Texas' series 1994 single-family mortgage revenue bonds. "The outlook revision reflects our view that during our outlook period, there is at least a one-in-three chance that the corporation will fail to pay debt service in full and on time," said S&P Global Ratings credit analyst Jessica Pabst. Ginnie Mae and Fannie Mae mortgage-backed pass-through certificates secure the bonds. As of April 1, 2022, assets available to pay debt service on the bonds totaled $108,332, while liabilities totaled approximately $205,000. This results in an approximate 52.84% asset-to-liability (A/L) position, down from an A/L position of 75.27% as of April 1, 2021. S&P said, "Given the approximately $97,000 shortfall, we anticipate insufficient funds to cover the debt service payments prior to the Oct. 1, 2027, bond maturity. We anticipate that debt service coverage will fall to less than 1x in the next three years, depending on the prepayment speed of the mortgages." Furthermore, if the security prepays entirely, the assets are insufficient to cover the bonds outstanding. S&P said, "The project's distressed financial performance and our view of the expectation of default is commensurate with our definition of 'CC' rated bonds based on our "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings," published Oct. 1, 2012. We rate an issue 'CC' when we expect default to be a virtual certainty, regardless of the time to default. Because the bonds were issued in a stand-alone indenture and, because we do not expect additional money to be deposited into the indenture, we view the default of the bonds as a virtual certainty, even under the most optimistic collateral performance scenario. "If the parity continues to decline at a rapid rate as the securities continue to amortize or prepay and the transaction fails to make a debt service payment, we could lower the rating to 'D'. "While unlikely given the stand-alone indenture and conduit nature of the transaction, if the issuer pays down bonds or deposits collateral such that the A/L parity exceeds 100%, we could take a positive rating action." [*] Troubled Company Reporter Interview with Stephanie Wickouski ---------------------------------------------------------------- By Christopher Patalinghug I was thrilled to connect with Stephanie Wickouski, a partner in the Bankruptcy, Restructuring and Insolvency practice area at Locke Lord LLP in New York City this past week, and here's a transcript of our delightful conversation: TCR: Describe your previous stops before joining your present firm, Stephanie. How did you end up joining Locke Lord? Stephanie Wickouski: I've had a traditional career path: college, law school, judicial clerkship, Department of Justice, large law firm. Like a number of other bankruptcy lawyers, I decided to change firms in the middle of the pandemic. I joined Locke Lord last January after several years as a partner at another BigLaw firm. TCR: How were you introduced to the corporate restructuring industry? SW: I've always been fascinated by the financial aspects of business -- why some ventures succeed and grow, and others struggle and fail. The summer before I started law school, I read a Wall Street Journal article about the WT Grant bankruptcy. Leonard Rosen was quoted as saying that the newly revamped bankruptcy law would usher in a new era of successful restructurings, unlike the old law, which constrained companies from reorganizing. That article accelerated my interest in bankruptcy. I was at an American College of Bankruptcy reception a few years later, as the guest of my law school dean and first mentor. A man asked what I was doing there. Given that I was the only person in the room who was not a man over 50, it was a fair question. I told him I had decided to go into bankruptcy law after reading a Wall Street Journal article in which Leonard Rosen was quoted regarding the WT Grant case. A few minutes later, I learned that the man I was speaking to was, in fact, Leonard Rosen. It was then that I realized that you don't choose bankruptcy law -- it chooses you. TCR: If you weren't working as a restructuring professional, what would you be doing instead? SW: This is a tough question. I am really hard wired for bankruptcy law. Doing something else is hard for me to visualize. If I had to choose another specialty, there are several that appeal to me, especially M&A. If I had to pick something other than law, however, I would be a writer. I love the feeling of being immersed in a writing project. TCR: Describe your experiences when you first started in this industry. Can you share about the highs and lows? SW: I felt in over my head for the first couple of years. I wondered if I would ever get the hang of this. Law school teaches you only a small fraction of what you need to know. The information you need takes decades to learn. Law school is just the tip of the iceberg. My first few months at DOJ -- a year out of law school and this was my dream job -- I went through a cycle of two weeks of feeling good, followed by two weeks of feeling bad. It was sort of a "career samsara." I had a flash of light about six months into the job. Every day, things were going to happen -- someone was going to yell at me; I would have to tell someone something they did not want to hear; something would get completely screwed up. These things were going to happen no matter what I did or did not do. The bumps in the road are part of the road. This realization made my life better instantly. Ever since then, I don't think in terms of highs and lows. A career is an iterative process. Nothing is static at any point. TCR: How long have you been in this industry? Describe your most challenging situation and how you handled it. SW: For most of my career, I've been in large law firms. When I graduated from law school, I expected to spend my entire career at DOJ. I left after five years because I was not next in line for promotion. I went to work for Roger Frankel (my second mentor), ultimately one of the best decisions of my life. Private practice is much harder than public service in ways that are too many to list. The most challenging situation in private practice is finding out mid-case that your client is knee deep in a criminal conspiracy or that you are in some other impossible dilemma. This happens more often than you think. This is why firms have general counsel and very senior lawyers who you can turn to for guidance when something is way above your pay grade. Mentors come in handy too! TCR: Tell us about your mentors or anybody you consider an influence. What was the best advice given to you (not necessarily from the mentor)? SW: There are three people I consider to be primary mentors, including my law school dean and Roger Frankel, who I have mentioned. Each of them gave me lots of great advice. Each of my three books is dedicated to one of them. Perhaps the most extraordinary advice was from Harvey Miller. He gave me extensive comments and input on my first book. He told me to consider how my writing would affect the public and the direction of the law and legal practice. From the beginning, he made me feel validated as an author. At the time, I did not think of him as a mentor per se, but he was clearly an influence. After he passed away, I realized that his influence could only have come from a true mentor. TCR: Which do you prefer? Books or movies/TV? Any favorite book or TV show/film? SW: All of the above! My favorite genres are mysteries, police procedurals, and science fiction involving space travel. And courtroom dramas, of course. TCR: Any little known trivia about you? SW: The origin of my Twitter handle, Jedimaster17. A former associate of mine (Paul Labov, now a partner at Pachulski) used to call me "Jedimaster." We are both Star Wars fans. I picked the name early on, when Twitter was mainly for personal use. When the business use of Twitter became more widespread, at that point I didn't want to change my name. The name is sometimes really funny, like when my prior firm tweeted: ???A new book on indenture trustees by New York partner Jedimaster17??? TCR: What advice would you give right now to someone who's just starting out in the corporate restructuring industry? SW: I would tell them to be really careful who they take advice from. Good advice is life changing. Bad advice is, too -- it can be disastrous. I feel so strongly about this that I wrote an entire book on it (Mentor X: the Life-Changing Power of Extraordinary Mentors). TCR: Tell us about your books. SW: I'm the author of three books, all published by Beard Books. My first book, Bankruptcy Crimes, was written as one of Beard's initial authors. My second book, Indenture Trustee Bankruptcy Powers & Duties, which has become a resource in the corporate trust industry. However, it's my last book, Mentor X, that people seem to really enjoy and appears to have had the most impact. In all three cases, I took subjects that people thought were sleepy and woke them up. You should not have to force yourself to read a book -- you should have to force yourself to put it down. That was what I was going for when writing my books. TCR: What industry awards or recognitions are you most proud of? SW: I'm honored to have been named one of Turnarounds & Workouts Outstanding Restructuring Lawyers. [^] BOND PRICING: For the Week from May 9 to 13, 2022 ----------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Accelerate Diagnostics Inc AXDX 2.500 58.500 3/15/2023 Accuray Inc ARAY 3.750 86.449 7/15/2022 Avon Products Inc AVP 6.500 102.695 3/15/2023 BPZ Resources Inc BPZR 6.500 3.017 03/01/2049 Basic Energy Services Inc BASX 10.750 2.701 10/15/2023 Basic Energy Services Inc BASX 10.750 2.701 10/15/2023 Buckeye Partners LP BPL 6.375 81.336 1/22/2078 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/09/2022 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 20.063 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 20.608 8/15/2027 Diebold Nixdorf Inc DBD 8.500 44.221 4/15/2024 EnLink Midstream Partners LPENLK 6.000 72.023 N/A Endo Finance LLC / Endo Finco Inc ENDP 5.375 56.125 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 56.125 1/15/2023 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 2.244 0.072 1/30/2037 Enterprise Products Operating LLC EPD 4.875 86.756 8/16/2077 Envision Healthcare Corp EVHC 8.750 36.602 10/15/2026 Envision Healthcare Corp EVHC 8.750 36.830 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 34.753 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 66.250 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 35.530 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 64.778 7/15/2023 GNC Holdings Inc GNC 1.500 0.778 8/15/2020 GTT Communications Inc GTTN 7.875 7.750 12/31/2024 GTT Communications Inc GTTN 7.875 9.000 12/31/2024 General Electric Co GE 4.000 74.200 N/A Great Western Petroleum LLC / Great Western Finance Corp GRTWST 12.000 113.028 09/01/2025 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 12.000 112.918 09/01/2025 Intercontinental Exchange ICE 0.700 97.836 6/15/2023 Lannett Co Inc LCI 4.500 27.017 10/01/2026 MAI Holdings Inc MAIHLD 9.500 29.959 06/01/2023 MAI Holdings Inc MAIHLD 9.500 29.959 06/01/2023 MAI Holdings Inc MAIHLD 9.500 29.959 06/01/2023 MBIA Insurance Corp MBI 12.304 11.797 1/15/2033 MBIA Insurance Corp MBI 12.304 11.797 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 95.589 10/01/2023 Macy's Retail Holdings LLC M 6.700 99.227 7/15/2034 Macy's Retail Holdings LLC M 6.700 99.120 7/15/2034 Macy's Retail Holdings LLC M 6.700 99.120 7/15/2034 Morgan Stanley MS 1.800 77.243 8/27/2036 Nine Energy Service Inc NINE 8.750 63.281 11/01/2023 Nine Energy Service Inc NINE 8.750 60.922 11/01/2023 Nine Energy Service Inc NINE 8.750 64.065 11/01/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.783 1/29/2020 Plains All American Pipeline LP PAA 6.125 82.983 N/A Renco Metals Inc RENCO 11.500 24.875 07/01/2003 Revlon Consumer Products Corp REV 6.250 26.031 08/01/2024 Sears Holdings Corp SHLD 8.000 2.050 12/15/2019 Sears Holdings Corp SHLD 6.625 1.561 10/15/2018 Sears Holdings Corp SHLD 6.625 2.189 10/15/2018 Sears Roebuck Acceptance SHLD 7.000 1.136 06/01/2032 Sears Roebuck Acceptance SHLD 6.750 0.671 1/15/2028 Sears Roebuck Acceptance SHLD 7.500 1.060 10/15/2027 Sears Roebuck Acceptance SHLD 6.500 1.040 12/01/2028 TPC Group Inc TPCG 10.500 35.802 08/01/2024 TPC Group Inc TPCG 10.500 35.432 08/01/2024 Talen Energy Supply LLC TLN 9.500 48.037 7/15/2022 Talen Energy Supply LLC TLN 9.500 49.384 7/15/2022 Talos Petroleum LLC SGY 7.500 96.007 5/31/2022 TerraForm Power Operating TERP 4.250 100.353 1/31/2023 TerraForm Power Operating TERP 4.250 99.673 1/31/2023 TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019 Trousdale Issuer LLC TRSDLE 6.500 26.500 04/01/2025 Wayfair Inc W 0.375 98.150 09/01/2022 Wesco Aircraft Holdings WAIR 8.500 54.944 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 38.504 11/15/2027 ********* 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 ***