/raid1/www/Hosts/bankrupt/TCR_Public/200323.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, March 23, 2020, Vol. 24, No. 82
Headlines
450 S. WESTERN: Hires Daniel M. Shapiro as Special Counsel
ABSOLUTE CARE: Case Summary & 10 Unsecured Creditors
ACER THERAPEUTICS: Incurs $29.4 Million Net Loss in 2019
ACER THERAPEUTICS: May Issue 404K Shares Under Incentive Plan
ADVANCED READY: Committee Seeks to Hire CBIZ as Financial Advisor
ADVANTAGE SALES: Moody's Cuts CFR to B3 on Postponed Refinancing
ADVANTAGE SPORTS: Seeks to Hire Spector & Cox as Counsel
ADVISOR GROUP: Moody's Cuts CFR to B3, Outlook Negative
AIR CANADA: Fitch Alters Outlook on BB IDR to Negative
ALKHAIRY PROPERTIES: U.S. Trustee Objects to Disclosure Statemen
AMERICAN AIRLINES: Begins Cargo-Only Flights
AMERICAN AIRLINES: Calls Coronavirus "Fight For Our Lives"
BANFF PARENT: S&P Puts 'B-' ICR on CreditWatch Negative
BES LLC: Unsecureds to Recover 10% Under Plan
BIORESTORATIVE THERAPIES: Voluntary Chapter 11 Case Summary
BLUE RIBBON INTERMEDIATE: S&P Cuts ICR to 'CCC' on Refinancing Risk
BR HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
BRIGGS & STRATTON: Implements Organizational Changes
BROMPTON OIL: DBRS Cuts Rating on Preferred Shares to Pfd-5 (low)
CAMBER ENERGY: Discloses Terms of Hedging Activities
CEDAR MART: Seeks to Hire Mitchell Law Firm as Legal Counsel
CEDAR TC: Seeks to Hire Mitchell Law Firm as Legal Counsel
CHICK LUMBER: Committee Hires Tucker Ellis as Counsel
CJ AUTO: March 23 Deadline to File Plan and Disclosure Statement
CRAFTWORKS PARENT: Russell Represents Utility Companies
CW WELDING: Petitions to Proceed as Small Business Debtors Filed
DEL MONTE: Moody's Lowers CFR to Caa2 & Alters Outlook to Negative
DELIVER BUYER: Moody's Cuts CFR & Senior Sec. Rating to 'B3'
DELTA AIR LINES: Expects Revenue to Plunge 80% in 2nd Quarter
FABRICMASTER LLC: Seeks to Hire Kenneth S. Abrams as Legal Counsel
FAT BRANDS I: DBRS Finalizes B Rating on Class B-2 Notes
FOLSOM FARMS: Seeks to Hire SRL Legal as Bankruptcy Counsel
FRED'S INC: April 28 Plan Confirmation Hearing Set
FRONTIER COMMUNICATIONS: Delays Filing of 2019 Annual Report
GADSDEN PROPERTIES: Names Michael Cha to Board of Directors
GIMIS ENTERPRISE: Hires A.O.E. Law & Associates as Counsel
GULFPORT ENERGY: Board Approves 2020 Incentive Plan
HAWAIIAN AIRLINES: Fitch Alters Outlook on 'BB-' IDR to Negative
HELEN REALTY: Seeks to Hire Century 21 as Real Estate Broker
INTERNATIONAL FOOD: Case Summary & 20 Largest Unsecured Creditors
JETBLUE AIRWAYS: Fitch Alters Outlook on 'BB+' IDR to Negative
JETBLUE AIRWAYS: S&P Cuts ICR to 'BB-'; Ratings on Watch Negative
JPM REALTY: Unsecured Creditors to Have 5% Recovery Over 10 Years
L BRANDS: Moody's Cuts CFR & Senior Unsecured Rating to 'Ba3'
LANDS' END: S&P Places 'B' ICR on CreditWatch Negative
LAST FRONTIER: Unsecureds Get $50 Per Month Until Paid in Full
LEGACY JH762: U.S. Trustee Objects to First Amended Disclosures
LEGACY JH762: Unsecureds to Get 100% in 60 Months
LINDBLAD EXPEDITIONS: S&P Cuts ICR to 'B+'; Ratings on Watch Neg.
LIVE NATION: Moody's Cuts CFR to Ba3 & Alters Outlook to Negative
LONESTAR RESOURCES: S&P Cuts ICR to 'CCC+' on Tightening Liquidity
LPL HOLDINGS: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
MAD DOGG ATHLETICS: Hymanson Objects to Disclosure Statement
MAIN EVENT: S&P Downgrades ICR To 'CCC+', Outlook Negative
MARQUIS ENTERPRISES: Seeks Approval to Hire Bankruptcy Attorney
MCDERMOTT INTERNATIONAL: Hires AlixPartners as Financial Advisor
MCDERMOTT INTERNATIONAL: Seeks to Hire AP Services as CTO
MEDICAL DIAGNOSTIC: Meyers Law Also Representing Robert McCarver MD
MJW FILMS: Creditors Committee Proposes Alternate Plan
MONAKER GROUP: Borrows Additional $100,000 from Monaco Trust
MOUNTAIN STATES: Case Summary & 20 Largest Unsecured Creditors
MR. CAMPER: Says Plan Should Move to Solicitation
N.Y. DIMPLE: Amends Treatment of All Taxi Management Claim
N.Y. DIMPLE: April 1 Plan & Disclosure Hearing Set
NEOVASC INC: To Report Q4 and Full Year 2019 Results on March 30
NEST EXTENDED: April 6 Deadline to File Plan & Disclosures
NEW HOME CO: S&P Puts B- ICR on Watch Negative on Refinancing Plans
NSPIRE HEALTH: Second Amended Plan Confirmed by Judge
NUTRITION PARENT: S&P Cuts ICR to 'B-' on Weakening Credit Metrics
OPTIMAS OE SOLUTIONS: S&P Raises ICR to 'CCC'; Outlook Negative
PALAZZA SFT: Seeks to Hire H. Anthony Hervol as Counsel
PG&E CORP: May 27 Hearing on Plan That Gives $13.5B to Fire Victims
PG&E CORP: Says Disclosure Statement Objections Addressed
PRHOF-MANUFACTURING: Clarks Object to Disclosure Statement
PRINCETON ALTERNATIVE: United States Trustee Objects to Plan
PRO MACH: Moody's Alters Outlook on B3 CFR to Negative
RANDOLPH HOSPITAL: Hires Houlihan Lokey as Investment Banker
RANDOLPH HOSPITAL: Hires Robichaux of Ankura Consulting as CRO
RANDOLPH HOSPITAL: Taps Jarrard Phillips Cate as Comm. Consultant
REJUVI LABORATORY: Unsec. Creditors to Get Full Payment Under Plan
RENAISSANCE INNOVATIONS: April 2 Status Conference Set
ROCK POND: Seeks to Hire SRL Legal as Bankruptcy Counsel
ROCKY MOUNTAIN: Increases Authorized Common Stock to 1-Bil. Shares
RUSTIC STEEL: Court Confirms Reorganization Plan
RV RENTALS: Seeks to Hire Marc S. Stern as Counsel
SABBATICAL INC: Court Approves and Confirms Plan
SAHBRA FARMS: Gross Management Objects to Disclosure Statement
SIMKAR LLC: April 13 Hearing on Neo Lights Plan Set
SOUTHWEST AIRLINES: Cuts 1,000 More Daily Flights
SPIRIT AIRLINES: Fitch Puts BB Ratings on Watch Negative
STEM HOLDINGS: Incurs $3.31 Million Net Loss in First Quarter
SUNOPTA INC: Q1 2020 Adjusted EBITDA Expected to Double YOY
TARONIS TECHNOLOGIES: Receives Noncompliance Notice from Nasdaq
TORTOISE BORROWER: Moody's Cuts CFR & Senior Sec. Rating to Ba3
UNITED AIRLINES: Fitch Alters Outlook on BB IDR to Negative
UNITED AIRLINES: Warns of Furloughs Absent Bailout
UNITED RESOURCE: Seeks to Hire Schafer and Weiner as Legal Counsel
VAC FUND HOUSTON: GS Bank Awaiting Exhibits to Plan Disclosures
VALLEY TIMBER: Aug. 19 Plan Confirmation Hearing Set
VIDANGEL INC: Creditors to Get Full Payment Under Trustee's Plan
VIDEOMINING CORPORATION: Taps Onmyodo as Financial Consultant
WELDED CONSTRUCTION: Has Deals With Customers, $2M From Settlement
WEST COAST: Recovery for $13M Unsecured Claims Still Unknown
WESTJET LTD: Fitch Alters Outlook on BB IDR to Negative
WHITE STAR PETROLEUM: Hires Tribolet Advisors as Consultant
YOUNGEVITY INTERNATIONAL: Delays 2019 Form 10-K for Review
[*] Airports Asking for $10 Billion Bailout
[*] U.S. Airlines Plead for $58 Billion Bailout
[^] BOND PRICING: For the Week from March 16 to 20, 2020
*********
450 S. WESTERN: Hires Daniel M. Shapiro as Special Counsel
----------------------------------------------------------
450 S. Western, LLC, seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ the Law Offices of
Daniel M. Shapiro, as special litigation counsel to the Debtor.
450 S. Western requires Daniel M. Shapiro to represent and provide
legal services to the following cases:
a. Admire Capital Lending LLC, et al. v. 450 S. Western, LLC,
Case No. BC664871 (the "Admire and Belmont Action"), which
concerns disputes over an unsecured promissory note which
noteholders Admire Capital Lending LLC ("Admire") and
Belmont Two Investments Holdings LLC ("Belmont") contend,
among other things, gave them an option to convert the
outstanding indebtedness into an equity interest in the
Debtor. The Debtor disputes such conversion rights, and in
turn, filed a cross-complaint for, inter alia, breach of
contract, breach of fiduciary duty, fraudulent concealment,
fraudulent misrepresentation, and declaratory relief
deeming the convertible note as void. 2 The Debtor's
interest is also implicated in actions and cross-actions
triggered by the Admire and Belmont Action;
b. Square Mixx LA Inc. v. 450 S. Western, Case No BC711005
(consolidated with BC722010, BC722012, BC722276, BC722277,
BC722278, BC722279), which concerns breach of lease;
c. 450 S. Western, LLC v. Wilshire Bank, Case No. BC586990,
which concerns breach of a loan agreement;
d. One Stop Financial Consulting, Inc., et al. v. 450 S.
Western, LLC, BC596025, which concerns claims for finder's
fee;
e. Eunice Y. Tak, et al. v. 450 S. Western, LLC, Case No.
19STCV12979, which concerns an employment class action;
f. Socal Lien Solutions, LLC, et al. v. Ani Construction, et
al., Case No. 19SHLC39510, which concerns claims for
payment for work of improvement;
g. Evergreen Capital Assets v. 450 S. Western, et al., Case
No. 19STCV46153, which concerns a complaint to foreclose
mortgage lien;
h. Brenda Elizabeth Gutierrez Bautista, et al. v. Beverly
World Industries, Inc., dba California Market, Case No.
BC705775, which concerns a wrongful death complaint;
i. Partner Assessment Corp. v. 450 S. Western, LLC et al.,
Case No. 20STLC00680, which concerns a complaint for
payment of fees associated with performing survey; and
j. Sino-US v. 450 S. Western, LLC, JAMS Reference No.
1220057487, which concerns a complaint for payment of
commission.
Daniel M. Shapiro will be paid at these hourly rates:
Attorneys $450
Paralegals $175 to $450
Daniel M. Shapiro is currently holding approximately $300,000 in a
client trust account from its representation of the Debtor
Daniel M. Shapiro will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Daniel M. Shapiro, a partner of the Law Offices of Daniel M.
Shapiro, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Daniel M. Shapiro can be reached at:
Daniel M. Shapiro, Esq.
LAW OFFICES OF DANIEL M. SHAPIRO
1366 E. Palm Street
Altadena, CA 91001
Tel: (626) 398-5137
Fax: (626) 398-4294
About 450 S. Western LLC
450 S. Western, LLC, is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
450 S. Western sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 20-10264) on Jan. 10, 2020. At the
time of the filing, the Debtor disclosed assets of between $50
million and $100 million and liabilities of the same range.
Judge Ernest M. Robles oversees the case.
The Debtor tapped Arent Fox, LLP as its legal counsel; Law Offices
of Daniel M. Shapiro, as special litigation counsel; and Wilshire
Partners of CA, LLC as its financial advisor.
The Office of the U.S. Trustee on Feb. 4, 2020, appointed three
creditors to serve on the official committee of unsecured creditors
in the Debtor's case.
ABSOLUTE CARE: Case Summary & 10 Unsecured Creditors
----------------------------------------------------
Debtor: Absolute Care Assisted Living & Memory Care, LLC
14027 Foothill Boulevard
Fontana, CA 92335
Business Description: Absolute Care Assisted Living & Memory Care
owns in fee simple a property located in
Fontana, California having a current
value of $1.50 million.
Chapter 11 Petition Date: March 19, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-12274
Judge: Hon. Mark S. Wallace
Debtor's Counsel: Robert Altagen Esq.
ROBERT S ALTAGEN
1111 Corp Center Dr. Mp#201
Monterey Park, CO 91754
Tel: (323) 268-9588
E-mail: robertaltagen@altagenlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ali Monshizadeh, manager.
A copy of the petition containing, among other items, a list of the
Debtor's 10 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/lktlyx
ACER THERAPEUTICS: Incurs $29.4 Million Net Loss in 2019
--------------------------------------------------------
ACER Therapeutics Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$29.42 million for the year ended Dec. 31, 2019, compared to a net
loss of $21.28 million for the year ended Dec. 31, 2018.
"Over the last 12 months, we have made considerable progress in
advancing our pipeline of clinical-stage product candidates," said
Chris Schelling, CEO and founder of Acer. "While the Office of New
Drugs recently denied our appeal of the EDSIVO Complete Response
Letter, we are encouraged by its description of possible paths
forward. While neither resubmission nor the prospect of approval
is assured, we are evaluating our possible next steps with the goal
of resubmission of the EDSIVO NDA. Concurrently, we continue to
advance our ACER-001 program for Urea Cycle Disorders following the
successful completion of our pivotal bioequivalence trial and are
working toward a New Drug Application submission in early 2021. In
addition, we are preparing to initiate an osanetant Phase 1/2 trial
in patients with induced vasomotor symptoms by the end of the year,
subject to additional capital."
As of Dec. 31, 2019, the Company had $21.46 million in total
assets, $3.09 million in total liabilities, and $18.37 million in
total stockholders' equity.
Cash and cash equivalents were $12.1 million as of Dec. 31, 2019,
compared to $41.7 million as of Dec. 31, 2018. Acer believes its
cash position will be sufficient to fund its current operations
through the end of 2020, excluding support for EDSIVO development
and precommercial activities and the planned osanetant clinical
trial.
Research and development expenses were $2.8 million for the three
months ended Dec. 31, 2019, compared to $5.3 million for the three
months ended Dec. 31, 2018. Research and development expenses for
the three months ended Dec. 31, 2019 were primarily comprised of
approximately $0.3 million related to EDSIVO and approximately $2.4
million related to ACER-001. Research and development expenses
were $13.9 million for the year ended Dec. 31, 2019, compared to
$12.5 million for the year ended
Dec. 31, 2018. This increase of approximately $1.4 million was
primarily due to increases in spending related to contract
manufacturing services, regulatory consulting, and medical affairs
services during the first half of 2019 in preparation for the
potential launch of EDSIVOTM, as well as to an increase in
employee-related expenses. The increase in employee-related
expenses was driven by increased headcount during the first half of
2019, as well as $0.5 million restructuring expense and increased
stock-based compensation expense. These increases were partially
offset by a decrease in spending related to license fees.
General and administrative expenses were $2.4 million for the three
months ended Dec. 31, 2019, compared to $3.4 million for the three
months ended Dec. 31, 2018. General and administrative expenses
were $16.0 million for the year ended Dec. 31, 2019, compared to
$9.3 million for the year ended Dec. 31, 2018. This increase of
$6.7 million was primarily due to a $4.6 million increase in
employee-related expenses, which included $1.0 million
restructuring expense, increased headcount and travel during the
first half of 2019, and increased stock-based compensation expense.
The remaining increase in general and administrative expenses was
primarily due to an increase in expenses related to precommercial
activities.
Net loss for the three months ended Dec. 31, 2019 was $5.2 million,
or $0.51 net loss per share (basic and diluted), compared to a net
loss of $8.5 million, or $0.85 net loss per share (basic and
diluted), for the three months ended Dec. 31, 2018.
The Company had an accumulated deficit of $76.3 million and cash
and cash equivalents of $12.1 million as of Dec. 31, 2019. Net
cash used in operating activities was $29.5 million and $16.6
million for the years ended Dec. 31, 2019 and 2018, respectively.
On Nov. 9, 2018, the Company entered into a sales agreement with
Roth Capital Partners, LLC, and on March 18, 2020, an amended and
restated sales agreement was entered into with JonesTrading
Institutional Services LLC and Roth Capital Partners, LLC. The
Agreement provides a facility for the offer and sale of shares of
common stock from time to time having an aggregate offering price
of up to $50 million depending upon market demand, in transactions
deemed to be an at-the-market offering. Any such sales would be
effected pursuant to the Company's registration statement on Form
S-3 (File No. 333-228319), declared effective by the SEC on Nov.
21, 2018. As of Dec. 31, 2019, the Company had not sold any shares
of common stock under the Agreement. The Company has no obligation
to sell any shares of common stock pursuant to the Agreement and
may at any time suspend sales pursuant to the Agreement. Each
party may terminate the Agreement at any time without liability.
The Company's existing cash and cash equivalents are expected to
enable it to continue to evaluate possible next steps with respect
to EDSIVOTM, complete the Acer-001 (UCD) pivotal bioequivalence
trial, advance certain of its other development activities, and
provide for other working capital purposes, but exclude support for
EDSIVO development and precommercial activities and the planned
osanetant clinical trial.
Management expects to continue to finance operations through the
issuance of additional equity or debt securities and/or through
strategic collaborations. Any transactions which occur may contain
covenants that restrict the ability of management to operate the
business and any securities issued may have rights, preferences, or
privileges senior to the Company's common stock and may dilute the
ownership of current stockholders of the Company.
BDO USA, LLP, in Boston, Massachusetts, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 18, 2020, citing that the Company has recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.
A full-text copy of Acer's Annual Report is available for free at:
https://is.gd/rGUDi6
About Acer Therapeutics Inc.
Acer -- http://www.acertx.com/-- is a pharmaceutical company
focused on the acquisition, development and commercialization of
therapies for serious rare and life-threatening diseases with
significant unmet medical needs. Acer's pipeline includes three
clinical-stage candidates: EDSIVO (celiprolol), for the treatment
of vascular Ehlers-Danlos syndrome (vEDS) in patients with a
confirmed type III collagen (COL3A1) mutation; ACER-001 (a
taste-masked, immediate release formulation of sodium
phenylbutyrate), for the treatment of various inborn errors of
metabolism, including urea cycle disorders (UCDs) and Maple Syrup
Urine Disease (MSUD); and osanetant, for the treatment of induced
Vasomotor Symptoms (iVMS) where Hormone Replacement Therapy (HRT)
is likely contraindicated.
ACER THERAPEUTICS: May Issue 404K Shares Under Incentive Plan
-------------------------------------------------------------
ACER Therapeutics Inc. filed a Form S-8 registration statement with
the Securities and Exchange Commission to register 403,807 shares
of the Company's common stock that are issuable under the Company's
2018 Stock Incentive Plan. This Registration Statement was filed
for the purpose of increasing the number of securities of the same
class as other securities for which a Registration Statement on
Form S-8 relating to the same employee benefit plan is effective.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/HTuzmQ
About Acer Therapeutics Inc.
Acer -- http://www.acertx.com/-- is a pharmaceutical company
focused on the acquisition, development and commercialization of
therapies for serious rare and life-threatening diseases with
significant unmet medical needs. Acer's pipeline includes three
clinical-stage candidates: EDSIVO (celiprolol), for the treatment
of vascular Ehlers-Danlos syndrome (vEDS) in patients with a
confirmed type III collagen (COL3A1) mutation; ACER-001 (a
taste-masked, immediate release formulation of sodium
phenylbutyrate), for the treatment of various inborn errors of
metabolism, including urea cycle disorders (UCDs) and Maple Syrup
Urine Disease (MSUD); and osanetant, for the treatment of induced
Vasomotor Symptoms (iVMS) where Hormone Replacement Therapy (HRT)
is likely contraindicated.
ACER reported a net loss of $29.42 million for the year ended Dec.
31, 2019, compared to a net loss of $21.28 million for the year
ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $21.46
million in total assets, $3.09 million in total liabilities, and
$18.37 million in total stockholders' equity.
BDO USA, LLP, in Boston, Massachusetts, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 18, 2020, citing that the Company has recurring losses
and negative cash flows from operations that raise substantial
doubt about the Company's ability to continue as a going concern.
ADVANCED READY: Committee Seeks to Hire CBIZ as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors of Advanced Ready Mix
Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern
District of New York to hire CBIZ Accounting, Tax and Advisory of
New York, LLC as its financial advisor.
The firm will provide these services to Advanced Ready Mix and its
affiliates in connection with their Chapter 11 cases:
a. assist the committee in its evaluation of the Debtors'
post-petition cash flow and other projections, and budgets prepared
by the Debtors;
b. monitor the Debtors' activities regarding cash expenditures
subsequent to the filing of their bankruptcy petition;
c. review monthly operating reports submitted by the Debtors;
d. manage or assist in any investigation into the
pre-banruptcy acts, conduct, transfers of property or funds,
liabilities, and financial condition of the Debtors, their
management and creditors;
e. provide financial analysis related to use of cash
collateral or debtor-in-possesion financing;
f. analyze transactions with vendors, insiders and related or
affiliated entities prior and subsequent to the Debtors' bankruptcy
filing;
g. assist the committee or its legal counsel in any litigation
proceedings against insiders and other potential adversaries;
h. assist the committee in its review of the financial aspects
of any proposed sale or bankruptcy plan;
i. attend meetings with representatives of the committee and
its legal counsel, and prepare presentations to the committee that
provides analyses and updates on diligence performed; and
j. provide other services that may be necessary in its role as
financial advisor.
The firm will be paid at these rates:
Directors/Managing Directors $475 to $800 per hour
Managers/Senior Managers $345 to $475 per hour
Senior Associates/Staff $195 to $345 per hour
CBIZ is "disinterested" within the meaning of Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Charles M. Berk
CBIZ Accounting, Tax and Advisory
of New York, LLC
5 Bryant Park
New York, N.Y. 10018
Phone: 212-790-5883
Email: cberk@cbiz.com
About Advanced Ready Mix Corp.
Advanced Ready Mix Corp. a supplier of ready-mixed concrete in
Bayside, N.Y., and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 19-46274)
on Oct. 17, 2019. At the time of the filing, the Debtor had
estimated assets of less than $50,000 and liabilities of between
$500,000 and $1 million. Judge Carla E. Craig oversees the cases.
Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP is the
Debtor's legal counsel.
The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors on Jan. 23, 2020. The committee tapped Cullen and
Dykman, LLP as its legal counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC as its financial advisor.
ADVANTAGE SALES: Moody's Cuts CFR to B3 on Postponed Refinancing
----------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Advantage
Sales & Marketing Inc., including the company's corporate family
rating and probability of default rating to B3 and B3-PD,
respectively, given the company's refinancing has been postponed.
Concurrent with this action, the ratings assigned by Moody's on 20
February 2020 to the company's proposed new debt will be withdrawn.
The company's ratings have also been placed on review for further
downgrade, including the existing senior secured first lien credit
facilities and senior secured second lien term loan, rated B2 and
Caa2, respectively. The outlook was changed to under review from
stable.
"Given the weakening global macroeconomic conditions from the
coronavirus outbreak and the potential direct impact on Advantage's
business with the pressures of maintaining a large, mobile
workforce, we believe that any refinancing will need to be
re-evaluated in the context of one to two quarters of disrupted
operations. Therefore, we are downgrading the company's CFR to B3
and withdrawing the ratings assigned in connection with the now
postponed refinancing," said Moody's analyst Andrew MacDonald. "The
ongoing review explicitly acknowledges the uncertainty of
Advantage's future performance and the limited timeframe the
company has to address its July 2021 maturities."
Moody's review will focus on: the coronavirus' impact on
Advantage's ability to retain customers, clients and operational
performance; the details of any proposed refinancing, including the
new capital structure and its impact on underlying financial risk;
cash flow expectations; underlying operating trends, including
growth prospects for the company's service offerings amid a
weakening macroenvironment; potential for achievement of planned
cost savings; and financial policy expectations.
Downgrades:
Issuer: Advantage Sales & Marketing Inc.
Probability of Default Rating, Downgraded to B3-PD from B2-PD;
Placed Under Review for further Downgrade
Corporate Family Rating, Downgraded to B3 from B2; Placed Under
Review for further Downgrade
On Review for Downgrade:
Issuer: Advantage Sales & Marketing Inc.
Senior Secured 1st Lien Bank Credit Facility, Placed on Review
for Downgrade, currently B2 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Placed on Review
for Downgrade, currently Caa2 (LGD5)
Outlook Actions:
Issuer: Advantage Sales & Marketing Inc.
Outlook, Changed to Rating Under Review from Stable
Withdrawals:
Issuer: Advantage Sales & Marketing Inc.
Senior Secured 1st Lien Bank Credit Facility, Withdrawn,
previously rated B1 (LGD3)
Senior Secured Regular Bond/Debenture, Withdrawn, previously
rated B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Withdrawn, previously
rated Caa1 (LGD5)
RATINGS RATIONALE
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. Advantage's
customers, clients and overall consumer behavior has been
significantly affected by the shock, more specifically, the
suspension of in-store sampling services and, partially offset by,
the increased demand for other sales services, including
headquarter sales and instore service offerings such as sanitation
and merchandising. The company's need to address significant debt
maturities during the next 12 months have left the company
vulnerable to the continuing spread of the outbreak. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety. The action reflects the suspension of the refinancing
transaction, the impact on Advantage of the breadth and severity of
the global macroeconomic shock, and the related broad deterioration
in credit quality it has triggered.
Ratings could be upgraded should Advantage's revenue or earnings
support debt-to-EBITDA sustained below 6.5x, EBITA/interest expense
of 1.75x, and free cash flow to debt sustained above 1%.
Additionally, the company's 2021 debt maturities would need to be
addressed in conjunction with an upgrade.
Ratings could be downgraded should Advantage's operating
performance decline such that debt-to-EBITDA increases to 7.5x,
EBITA/interest expense approaches 1x, or liquidity deteriorates
including negative free cash flow and reliance on revolver
borrowings. Failure to address the July 2021 term loan maturity
before it becomes current this year could also prompt a ratings
downgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Advantage Sales & Marketing Inc., headquartered in Irvine,
California, is a business solutions provider to consumer products
manufacturers and retailers. It provides outsourced sales,
marketing and merchandising services primarily in the US and Canada
and also in select markets abroad. Advantage is majority owned by
Leonard Green & Partners, L.P. and CVC Capital Partners and
minority owned by Bain Private Equity and management/other
investors. Revenues are about $3.7 billion for the twelve months
ended September 30, 2019.
ADVANTAGE SPORTS: Seeks to Hire Spector & Cox as Counsel
--------------------------------------------------------
Advantage Sports, Inc. and Advantage Sports Complex, LLC, seek
authority from the US Bankruptcy Court for the US Bankruptcy Court
for the Eastern District of Texas to hire Spector & Cox, PLLC as
their counsel.
The professional services that the Firm will render are:
(a) provide legal advice with respect to their powers and
duties as debtors-in-possession;
(b) prepare and pursue confirmation of a plan and approval of
a disclosure statement;
(c) prepare on behalf of the Debtors necessary applications,
motions, answers, orders, reports and other legal papers;
(d) appear in Court and protecting the interests of the
Debtors before the Court; and
(e) perform all other legal services for the Debtors which may
be necessary and proper in these proceedings.
The firm holds $20,000 as a retainer to secure payment of
post-petition fees and expenses.
The firm is a "disinterested person" as that phrase is defined in
Sec. 101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Howard Marc Spector, Esq.
SPECTOR & COX, PLLC
12770 Coit Road, Suite 1100
Dallas, TX 75251
Phone: (214) 365-5377
Fax: (214) 237-3380
Email: Hspector@spectorcox.com
About Advantage Sports Complex
Advantage Sports Complex, LLC owns and operates a multipurpose
athletic facility located in Carrollton, Texas.
Advantage Sports Complex, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 20-40667) on
March 2, 2020. The petitions were signed by John W. Sample,
manager. At the time of filing, The Debtor estimated $10 million to
$50 million in assets and liabilities.
ADVISOR GROUP: Moody's Cuts CFR to B3, Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded Advisor Group Holdings, Inc.'s
Corporate Family Rating to B3 from B2. Moody's also downgraded to
B2 from B1 Advisor Group's $1,500 million senior secured term loan
due 2026, its $325 million senior secured revolving credit facility
due 2024, and its $500 million senior secured notes due 2028.
Moody's also downgraded to Caa2 from Caa1 Advisor Group's $413
million senior unsecured notes due 2027. Moody's said Advisor
Group's outlook is negative.
Issuer: Advisor Group Holdings, Inc.
Corporate Family Rating, Downgraded to B3 from B2
Senior Secured 1st Lien Term Loan B, Downgraded to B2 from B1
Senior Secured 1st Lien Revolving Credit Facility, Downgraded
to B2 from B1
Senior Secured Notes, Downgraded to B2 from B1
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
from Caa1
Outlook Actions:
Issuer: Advisor Group Holdings, Inc.
Outlook, Changed To Negative from Stable
RATINGS RATIONALE
Moody's said the rating action reflects the recent Federal Reserve
Board cut to the fed funds rate to its new range of 0%-0.25%, that
was actioned in response to the ongoing coronavirus pandemic, and
the immediate effect the rate cut would have on Advisor Group's
profitability.
Moody's said the economic, operational and other consequences of
the ongoing coronavirus pandemic are profound, and the magnitude
and duration of these consequences remains fluid and uncertain.
Similar to most of its peers, these matters present a fundamental
credit challenge to Advisor Group.
Moody's said that although Advisor Group's February 2020
acquisition of Ladenburg Thalmann has helped it expand its scale,
it has also substantially worsened its debt leverage, and the risks
of operating at higher leverage are magnified in the existing
challenging macroeconomic environment. Although Advisor Group's
revenue has benefited from macroeconomic tailwinds between 2017 and
2019, including higher interest rates and strengthened levels of
client assets, Advisor Group has also engaged in the debt-funded
acquisitions, delaying its organic deleveraging during this
favorable period. Moody's expects the recent market volatility,
combined with lower short-term interest rates, to delay Advisor
Group's path of organic deleveraging that was originally
anticipated following the acquisition of Ladenburg Thalmann, a
credit negative. Moody's also said the full and timely achievement
of the extensive planned post-acquisition synergies will be more
difficult for Advisor Group to achieve in the challenging operating
environment that currently exists, pertaining to the coronavirus
pandemic.
The transaction increased Advisor Group's client assets by up to
around $450 billion from $270 billion and financial advisors up to
11,300 from 6,900, significantly increasing its scale in the
consolidating independent broker-dealer space, said Moody's.
Moody's said Advisor Group's negative outlook reflects a
challenging macroeconomic environment which will weigh on the
firm's revenue in the form of lower asset-based and advisory fees.
The negative outlook also reflects the elevated debt level and the
increasing probability of deterioration in debt servicing capacity
now that interest rates and market levels have declined.
Moody's said Advisor Group's B2 $500 million senior secured notes
and B2 $1,500 million first lien senior secured term loan and $325
million revolving credit facility, reflect their priority ranking
in Advisor Group's capital structure and based upon the application
of Moody's Loss Given Default (LGD) methodology. The Caa2 rating of
Advisor Group's $413 million senior unsecured notes is also based
upon the application of Moody's LGD methodology and the notes'
secondary ranking in Advisor Group's capital structure.
In its assessment of the firm's corporate governance, Moody's
considers Advisor Group's majority-ownership by a financial
sponsor, with a minority position held by certain members of the
management team. Advisor Group's governance structure and financial
policy is representative of a financial sponsor portfolio company,
with potential for periodic increases in leverage and shareholder
distributions over time.
FACTORS THAT COULD LEAD TO AN UPGRADE
Given the negative outlook, an upgrade of Advisor Group's ratings
is unlikely in the near future. Factors that could lead to a stable
outlook include:
- Improvement in Moody's-adjusted debt leverage to below 6.5x
- Significant expansion of existing business activities, or
the demonstration of strong expense management, helping to
maintain stable profitability by offsetting the revenue
challenges that are expected to occur in 2020
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Moody's said that the ratings could be downgraded should it
become clear that debt leverage will be maintained above
7.5x on a sustained basis
- Failure to realize sufficient synergies from the Ladenburg
Thalmann acquisition resulting in further deleveraging
delays
- Debt-funded M&A activity or shareholder distributions
The principal methodology used in these ratings was Securities
Industry Service Providers Methodology published in November 2019.
AIR CANADA: Fitch Alters Outlook on BB IDR to Negative
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of Air Canada
at 'BB'. The Rating Outlook has been revised to Negative from
Stable.
The Outlook revision is based on the sharp drop in demand due to
the Coronavirus. North American airlines are reporting steep and
broad-based declines in passenger numbers since the virus began to
appear widely outside of China. Recognizing that air traffic tends
to bounce back quickly after crises (9/11, SARS, financial crisis),
Fitch believes that Air Canada will return to credit metrics that
are supportive of the 'BB' rating by YE 2021. The Outlook revision
to Negative reflects the still-evolving situation with
Coronavirus.
KEY RATING DRIVERS
Coronavirus Assumptions: Fitch's coronavirus scenario, which drives
Fitch's Outlook revision, envisions an approximately 17% drop in
RPMs for the full year compared with the agency's prior forecast,
or roughly 18% below 2019 levels, along with an 8% drop in yields.
This would entail a steep drop-off in Q2 and Q3 traffic followed by
a recovery in Q4. This scenario will be revised further as more
data becomes available. In such a scenario, credit metrics are
expected to return to levels supportive of the 'BB' rating by 2022.
This scenario would hurt Air Canada's credit metrics, but
improvement in the second half and 2021 would lead credit metrics
to be supportive of the current rating by YE 2021 or early 2022.
Both liquidity and debt levels would leave Air Canada in an
initially weaker state after the initial sharp downturn, exposing
it to additional exogenous shocks if they should arise. Fitch also
evaluated a scenario with a longer coronavirus impact, which is a
significant risk, and this scenario would push AC outside of
Fitch's negative sensitivities through 2021, which would lead to a
downgrade. Fitch also evaluated near-term cash burn in a scenario
where revenues are down at least 75% over the next few months.
While cash is expected to decline, Fitch anticipates that AC will
be able to maintain sufficient liquidity.
Mitigating Actions: Air Canada has announced material capacity cuts
of approximately 50% (with the most severe pullbacks being for
international flights). Further cuts are likely as public concerns
grow and efforts to slow the virus increase. The company is making
efforts to cut back on non-essential and staffing costs. The
sharpest impact to operating results will be in the next few
months, as airline operating costs are largely fixed in the
near-term, but become much more variable several months in the
future.
Fitch anticipates lower jet fuel pricing to partly mitigate the
slowdown. The recent drop in crude prices plus reductions in flying
could cut Air Canada's fuel cost from $4.3 billion in 2019 to
around $2.5 billion in 2020. Fitch's stress case incorporates jet
fuel pricing of around $1.50/gallon in 2020.
Air Canada enters this challenging phase in a strong liquidity
position. Its year-end 2019 cash and equivalents balance was nearly
$6 billion and the company-maintained revolver access of $985
million. As a percentage of revenue, Air Canada's liquidity of 31%
is strong for its peer set. Under Fitch's stress case the agency
does not anticipate the company drawing on the revolving credit
facility.
International Exposure: International travel is being harder hit by
the coronavirus outbreak than domestic travel. Air Canada's
passenger revenue structure is primarily ex-Canada (70%), with the
largest segments being Atlantic (26%), U.S. trans-border (22%), and
Pacific (14%). Air Canada has suspended many domestic and
international routes, and Fitch expect the suspension will continue
to broaden.
Pre-Coronavirus Financial Targets are Rating Positive: Year over
year, Air Canada reduced on-balance sheet debt by CAD600 million at
Dec. 31 2019. This drove net leverage down to 0.8x, a 50% decrease
from Dec. 31 2018, which falls below their original goal of 1.2x by
2020. The company publicly stated that they will continue to target
net leverage between 0.7x and 1.2x. Fitch views Air Canada's public
leverage targets and desire to achieve investment-grade ratings as
credit positives that illustrate management's commitment toward
maintaining a healthy balance sheet. Roughly 88% of AC's total debt
is denominated in U.S. dollars, which adds a component of currency
risk not experienced by U.S. based peers.
Purchase of Aeroplan: Air Canada finalized its purchase of Aimia
Canada, Inc. from Aimia in January 2019. Aimia Canada was owner and
operator of Aeroplan, Air Canada's loyalty program. Prior to the
purchase, Air Canada did not manage its own loyalty program. Fitch
views the purchase as a credit positive that should contribute
higher margins. The purchase also materially bolstered liquidity.
Air Canada purchased Aimia Canada for CAD517 million in cash (after
adjustments). Concurrent with the transaction close, Air Canada
received combined cash payments of CAD1.2 million from TD, CIBC,
Visa and Amexits partners in the Aeroplan program as well as CAD400
million in prepayments for future miles purchases. These payments
along with solid FCF pushed liquidity to 31% of LTM revenue at YE
2019, which will allow Air Canada flexibility to weather the
Coronavirus shock, and afterwards to purchase aircraft with cash
and pay down debt.
DERIVATION SUMMARY
Air Canada's balance sheet has improved in recent years, driven by
the evolution of its business model through international
expansion, strong financial performance and commitment to
conservative credit metrics. Fitch also recognizes improvements
made in Air Canada's cost structure in recent years and prospects
for manageable unit cost pressures through Fitch's forecast period.
Fitch views the company to be comparatively well positioned for the
Coronavirus-led downturn, as its large cash balance and ample
liquidity will be used to cushion operating shocks. Fitch notes
larger concerns remain such as continuing uncertainty around the
737 MAX grounding. Over the longer term, Air Canada's profile may
trend higher based on expectations for FCF generation and lower
capital spending.
Fitch's primary near-term concerns include the potential for the
coronavirus to spread broadly outside of Asia, and potential damage
to demand for air travel. Fitch is also monitoring the ongoing
grounding of the 737 MAX. Other concerns are typical for the
airline industry and include the possibility of rising fuel prices,
cyclicality and high operating leverage.
KEY ASSUMPTIONS
Fitch's rating case includes a stress scenario, whereby RPMs drop
by 17% for 2020 and yields reduce 8%. This would entail a steep
drop-off in Q2 and Q3 traffic followed by a recovery in Q4. This
stress scenario will be revised further as more data becomes
available, as it acknowledges that the Coronavirus situation is
fluid.
Fuel is assumed at $1.50/gallon, which would equate to average
Brent prices of about $46/barrel, well above the current forward
curve.
In this case, the company's substantial cash balance would be
sufficient to carry it through a period of stress without the need
to tap the revolvers. The fleet renewal program would remain in
place, with capex of $1.5 billion in 2020-21, funded from a
combination of cash flow and new debt issuance. Fitch notes that
this program could be delayed further as the 737 MAX situation is
likely to remain ongoing.
This scenario would cause leverage to spike to over 6x, before
returning to current levels as traffic returns to near-normal after
2021. A sustained period of lower traffic levels could leave the
company outside of levels that would support its 'BB' rating.
Liquidity remains adequate to avoid financial distress.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Sustained adjusted debt/EBITDAR around 3.0x;
- FFO fixed-charge coverage sustained above 3.5x;
- EBITDAR margins sustained above 15%, EBIT margins above 10%;
- Positive FCF generation over the intermediate term.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Weaker than expected margin performance or higher than
expected borrowing causing leverage to reach or exceed 4.0x;
- FFO fixed-charge coverage around or below 3x;
- Weaker than expected financial performance causing free
cash flow to be notably below Fitch's expectations;
- A decline in the company's EBIT margin to the low single
digits, EBITDAR margins into the high single digits.
LIQUIDITY AND DEBT STRUCTURE
As of year-end 2019, total liquidity was CAD5,889 million, which
consisted of CAD2,247 million in cash and equivalents, CAD3,799
million in short term investments plus CAD985 million available on
AC's revolvers. Total liquidity as a percentage of LTM revenue was
31%, which Fitch considers more than adequate for the rating. Debt
maturities range between CAD735 million and CAD1,792 million
between 2020 and 2023. Debt maturities are manageable considering
Air Canada's current liquidity balance and Fitch's expectation for
the company to generate cash flow from operations over the ratings
horizon. AC's financial flexibility is also supported by a solid
liquidity balance, a growing base of unencumbered assets, and the
fact that upcoming capex consist of highly financeable aircraft.
Fitch expects the company to have an unencumbered fleet of 100
aircraft (40% of total) by the end of 2021.
ESG CONSIDERATIONS
ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).
ALKHAIRY PROPERTIES: U.S. Trustee Objects to Disclosure Statemen
----------------------------------------------------------------
Nancy J. Gargula, the United States Trustee, submitted objections
to Alkhairy Properties LLC's Disclosure Statement.
U.S. Trustee points out that the Disclosure Statement language
about selling the home is confusing and contradictory with the Plan
and other provisions of the Disclosure Statement.
The U.S. Trustee further points out that the terms of the payments
in the Class 2 sections address payments only through July 1, 2020,
and do not include payments through June 1, 2022, mentioned in
another section of the Disclosure Statement and Plan. This creates
unnecessary ambiguity.
The U.S. Trustee asserts that the Disclosure Statement and Plan do
not appear to provide for payments related to the proof of claim
filed by the Allen County Treasurer.
The U.S. Trustee complains that the Disclosure Statement fails to
clearly indicate the equity security holders/shareholders of this
Debtor and their percentage ownership.
Alkhairy Properties LLC sought Chapter 11 protection (Bankr. N.D.
Ind. Case No. 19-10942) on May 24, 2019, estimating less than $1
million in assets and up to $50,000 in liabilities. R. David
Boyer II, Esq., at BOYER & BOYER, is the Debtor's counsel.
AMERICAN AIRLINES: Begins Cargo-Only Flights
--------------------------------------------
American Airlines said March 19, 2020, it is utilizing its
currently grounded passenger aircraft to move cargo between the
United States and Europe, ensuring the world's goods continue to
get where they need to go.
The first cargo-only flight departed from Dallas Fort Worth
International Airport (DFW) March 20, landing at Frankfurt Airport
(FRA) March 21. The Boeing 777-300 will operate two round trips
between DFW and FRA over the course of four days, carrying only
cargo and necessary flight personnel. This is the first scheduled
cargo-only flight since 1984 when American retired the last of its
Boeing 747 freighters.
The 777-300 has 14 cargo positions for large pallets and can carry
more than 100,000 pounds. The four scheduled flights over the
weekend were expected to be booked to capacity and transport
medical supplies, mail for active U.S. military, telecommunications
equipment and electronics that will support people working from
home, and e-commerce packages. The flights provide much-needed
cargo capacity for many of the airline's regular cargo customers,
allowing them to continue operating in this challenging
environment.
Air cargo has always played a key role in times of crisis,
delivering lifesaving medical supplies and materials to keep the
world's infrastructure intact. In the face of the coronavirus
(COVID-19) outbreak, this role has never been more important as the
world relies more on e-commerce to support basic needs during
quarantines and social distancing. The airlines' role is deemed a
critical infrastructure industry by the Centers for Disease Control
and Prevention (CDC).
"We have a critical role to play in keeping essential goods moving
during this unprecedented time, and we are proud to do our part and
find ways to continue to serve our customers and our communities,"
said Rick Elieson, President of Cargo and Vice President of
International Operations. "Challenging times call for creative
solutions, and a team of people across the airline has been working
nonstop to arrange cargo-only flight options for our customers."
About American Airlines Group
Headquartered in Fort Worth, Texas, American Airlines Group Inc.
(NASDAQ: AAL) is an American publicly traded airline holding
company headquartered in Fort Worth, Texas. It was formed on
December 9, 2013, in the merger of AMR Corporation, the parent
company of American Airlines, and US Airways Group, the parent
company of US Airways.
Before the Coronavirus pandemic, American Airlines offered
customers 6,800 daily flights to more than 365 destinations in 61
countries from its hubs in Charlotte, Chicago, Dallas-Fort Worth,
Los Angeles, Miami, New York, Philadelphia, Phoenix and Washington,
D.C. As of Dec. 31, 2018, the company operated a mainline fleet of
956 aircraft.
AMERICAN AIRLINES: Calls Coronavirus "Fight For Our Lives"
----------------------------------------------------------
American Airlines president Robert Isom called the airline's
efforts to survive the coronavirus pandemic the "fight for our
lives" in a March 19, 2020 memo unveiling plans for further staff
and flying reductions.
Isom said that the carrier continues to significantly reduce its
schedule in response to government restrictions on travel and
consumer demand. All long-haul international flying has been
pulled down with the exception of London Heathrow and Tokyo Narita
(which American is operating 3x per week from Dallas-Fort Worth).
The airline has reduced international flying by 75% and its
domestic schedule by 30% in April, with plans to reduce it even
further in May. In all, the airline has reduced its April schedule
by more than 55,000 flights and will be parking approximately 130
of its widebody aircraft and 320 of its narrowbody planes.
"With minimal operations, we need a smaller staff. Our goal is to
adjust our staffing needs in a way that gives team members
flexibility while ensuring that we can bring back people as quickly
as possible as demand returns. Working with our unions, we have
offered voluntary leaves to most team members. We are also offering
an early out so team members with 15 years at the company who are
ready to leave can keep their medical care at active employee
rate," Isom added.
On March 18, American secured a $1 billion loan, raising the
company's liquidity to $8.4 billion. Citibank N.A., is
administrative agent and collateral agent; Citibank N.A., is lead
arranger and bookrunner; Bank of America, N.A., Goldman Sachs Bank
USA and JPMorgan Chase Bank, N.A., are joint lead arrangers and
bookrunners; Citibank N.A., Bank of America, N.A., Goldman Sachs
Bank USA and JPMorgan Chase Bank, N.A., are syndication agents; and
Citibank N.A., Bank of America, N.A., Goldman Sachs Bank USA and
JPMorgan Chase Bank, N.A., are documentation agents under the $1
billion senior secured delayed draw term loan credit facility,
which will be due and payable in a single installment on the
maturity date on March 17, 2021.
"This is a crisis unlike any we've faced in the past. Together, we
will continue to be aggressive on all fronts so that we ensure
American's future is intact," Mr. Isom said.
About American Airlines Group
Headquartered in Fort Worth, Texas, American Airlines Group Inc.
(NASDAQ: AAL) is an American publicly traded airline holding
company headquartered in Fort Worth, Texas. It was formed on
December 9, 2013, in the merger of AMR Corporation, the parent
company of American Airlines, and US Airways Group, the parent
company of US Airways.
Before the Coronavirus pandemic, American Airlines offered
customers 6,800 daily flights to more than 365 destinations in 61
countries from its hubs in Charlotte, Chicago, Dallas-Fort Worth,
Los Angeles, Miami, New York, Philadelphia, Phoenix and Washington,
D.C. As of Dec. 31, 2018, the company operated a mainline fleet of
956 aircraft.
BANFF PARENT: S&P Puts 'B-' ICR on CreditWatch Negative
-------------------------------------------------------
S&P Global Ratings placed all of its ratings on Banff Parent Inc.
(doing business as BMC Software), including its 'B-' issuer credit
rating, on CreditWatch with negative implications.
"We estimate that the company will finish fiscal year 2020 (ending
March 2020) with S&P-adjusted leverage of approximately 10x (when
treating the redeemable preferred stock as debt) and we expect its
free cash flow to debt to be in the low-single digit percentages.
Our prior forecast had assumed leverage of less than 8x and
unadjusted free operating cash flow generation of more than $300
million in fiscal year 2021 due to a cyclical rebound in the
mainframe product cycle. Despite deriving a high percentage of
revenue from recurring source, we believe the company's perpetual
license and professional services segments face material risk given
that they are more prone to declines from tightening IT budgets.
Therefore, we think it is unlikely that the company will meet our
prior forecast. BMC's pending acquisition of Compuware Corp. could
pose some integration risk," S&P said.
"We plan to resolve the CreditWatch after we review BMC's business
prospects, integration plan, capital structure, and financial
policy with management at a later date," the rating agency said.
BES LLC: Unsecureds to Recover 10% Under Plan
---------------------------------------------
BES LLC filed a Plan of Reorganization and a Disclosure Statement.
Class 6 General Unsecured Claims totaling $337,520 are impaired.
The Debtor shall pay a pro rata share of $2,000 per month to the
creditors holding allowed Class 6 claims until each Class 6
claimant holding an allowed claim shall receive 10% of its
respective allowed claim amount in full satisfaction of its allowed
claims.
Jeremy Black owns 100% of the equity in and to the Debtor. On the
first calendar month following the Effective Date of the plan,
Jeremy Black shall pay $5,000 personal funds to Debtor to be used
towards payment of Article IV administrative expense claims and
U.S. Trustee's fees with the balance to be applied towards other
Plan Payment.
The Debtor will pay all claims from the Debtor's cash reserves,
from post-petition income and from the new value contributed by
Debtor's equity holder.
A full-text copy of the Disclosure Statement dated March 9, 2020,
is available at https://tinyurl.com/qsub9tp from PacerMonitor.com
at no charge.
The Debtor's counsel:
Paul Reece Marr
300 Galleria Parkway, N.W.
Suite 960
Atlanta, Georgia 30339
770-984-2255
About BES LLC
BES LLC, doing business as Black Electric Service, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Case No. 19-57615) on May 15, 2019. At the time of the filing, the
Debtor had estimated assets of less than $500,000 and liabilities
of less than $1 million. The case has been assigned to Judge Paul
Baisier. Paul Reece Marr P.C. is the Debtor's legal counsel.
BIORESTORATIVE THERAPIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: BioRestorative Therapies, Inc.
40 Marcus Drive, Suite One
Melville, NY 11747
Business Description: BioRestorative Therapies, Inc. --
http://www.biorestorative.com-- is a
a life sciences company focused on stem
cell-based therapies. The Company develops
therapeutic products and medical therapies
using cell and tissue protocols, primarily
involving adult stem cells.
Chapter 11 Petition Date: March 20, 2020
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 20-71757
Debtor's Counsel: Robert D. Nosek, Esq.
CERTILMAN BALIN ADLER & HYMAN, LLP
90 Merrick Avenue
East Meadow, NY 11554
Tel: (516) 296-7000
E-mail: rnosek@certilmanbalin.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Mark Weinreb, authorized signatory.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors at the time of the filing.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/jnkhiW
BLUE RIBBON INTERMEDIATE: S&P Cuts ICR to 'CCC' on Refinancing Risk
-------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Blue Ribbon
Intermediate Holdings LLC and its issue-level rating on its
first-lien credit facilities to 'CCC' from 'B-' with an unchanged
recovery rating of '3' (60% rounded estimated recovery) on its
first lien term loan and revolver.
The downgrade reflects constrained liquidity, risk of a covenant
breach, and refinancing risk as a result of near-term debt
maturities. Blue Ribbon's inability to renew its revolver for a
longer-term (well beyond 12 months) demonstrates that the company
depends on favorable business, financial, and economic conditions
over the next six to 12 months to improve its liquidity position.
Moreover, the heightened volatility in the debt capital markets
would make it especially difficult for the company to refinance its
debt in the near term, including its revolver maturing in September
and its first-lien term loan that comes current in November 2020.
Although the company can likely fund its operating needs without
drawing on the cash portion of its revolver, it may not have the
liquidity to fund its brewery agreement with Molson Coors without
the support of the standby letter of credit that backstops Blue
Ribbon's brewing payments to Molson Coors, its outsourced brewer.
This could pose a risk to its relationship with Molson Coors and
the supply of brewing volumes from the company. In addition, the
company's revolver agreement requires it to maintain a maximum
leverage covenant, which stepped down to 6.5x from 6.75x on Dec.
31, 2019. S&P believes the company could violate this covenant over
the next few quarters to the extent sales volumes materially fall
off and if the company is unable to offset the softness with cost
savings, a more distinct possibility given the eroding economic
outlook in response to the coronavirus' impact on the global
economy. Given this significant degree of economic uncertainty and
possibility of a covenant default, the company may not be able to
obtain covenant relief and successfully refinance the debt coming
due in its capital structure.
The negative outlook reflects the possibility of an additional
downgrade if S&P believes a default is inevitable within six
months.
"We could lower the ratings if the company does not make
significant progress in refinancing its debt by the time its
revolver matures in September 2020, causing us to believe that a
default may soon be inevitable once its term loans become current
two months later. In such a scenario, a default would be the result
of a violation of financial covenants over the next two to three
quarters or a liquidity shortfall possibly, which would arise from
the company's inability to extend its revolver beyond September
2020 so that it can continue funding its business operations,
including its contract brewing obligations to Molson Coors," S&P
said.
"We could take a positive rating action if Blue Ribbon improves its
liquidity while stabilizing its EBITDA so that it can execute a
refinancing of its capital structure. This could occur if the
company extends its revolving credit facility for a longer-term (at
least 12 months) prior to its maturity in September 2020 with
adequate financial covenant cushion on financial covenants, while
operational performance remains relatively stable. A higher rating
would also be predicated on the company successfully refinancing,
or having made significant progress toward refinancing, its term
loan prior to it coming current in November 2020 leading us to
believe that it will be able to successfully refinance its term
loan due in 2021. We could also take a positive rating action if
the company obtains outside capital, possibly from its owners, to
reduce debt and facilitate a refinancing with a more sustainable
capital structure, including leverage well below 7.5x," the rating
agency said.
BR HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BR Healthcare Solutions, LLC
f/d/b/a Karnes City Health & Rehabilitation Center
209 County Club Drive
Karnes City, TX 78118
Business Description: BR Healthcare Solutions, LLC owns and
operates a nursing care facility in
Karnes City, Texas.
Chapter 11 Petition Date: March 20, 2020
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 20-50627
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: H. Anthony Hervol, Esq.
LAW OFFICE OF H. ANTHONY HERVOL
4414 Centerview Dr., Suite 207
San Antonio, TX 78228
Tel: (210) 522-9500
E-mail: hervol@sbcglobal.net
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sanjeev Bhatia, member.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/v1z258
BRIGGS & STRATTON: Implements Organizational Changes
----------------------------------------------------
Briggs & Stratton Corporation informed its employees of certain
organizational changes to be effective as of April 1, 2020 in
furtherance of the previously announced plan to strategically
reposition the Company. Among the changes announced:
* David J. Rodgers, senior vice president & president - engines
& power, will transition his focus to corporate development
efforts associated with the asset sales that the Company is
pursuing.
* William H. Reitman, senior vice president & president -
support, will assume oversight of the daily operations of the
Company's Allmand, Victa and Branco businesses pending their
divestiture, which will allow Harold L. Redman, senior vice
president & president - turf & consumer products, to
concentrate his efforts on the Company's divestiture of its
turf products and home maintenance businesses.
About Briggs & Stratton
Briggs & Stratton Corporation (NYSE: BGG), headquartered in
Milwaukee, Wisconsin, is a producer of gasoline engines for outdoor
power equipment, and is a designer, manufacturer and marketer of
power generation, pressure washer, lawn and garden, turf care and
job site products through its Briggs & Stratton, Simplicity,
Snapper, Ferris, Vanguard, Allmand, Billy Goat, Murray, Branco, and
Victa brands. Briggs & Stratton products are designed,
manufactured, marketed and serviced in over 100 countries on six
continents. For additional information, please visit www.basco.com
and www.briggsandstratton.com.
Briggs & Stratton reported a net loss of $54.08 million for the
year ended June 30, 2019, compared to a net loss of $11.32 million
for the year ended July 1, 2018. As of Dec. 29, 2019, the Company
had $1.80 billion in total assets, $557.30 million in total current
liabilities, $844.04 million in total other liabilities, and
$399.53 million in total shareholders' investment.
* * *
As reported by the TCR on Feb. 21, 2020, S&P Global Ratings lowered
its issuer credit rating on U.S.-based manufacturer of small
engines Briggs & Stratton Corp. (BGG) to 'CCC' from 'B-'. S&P
believes the company might not be able to use its asset-based
lending (ABL) revolving credit facility availability to repay the
unsecured notes and maintain enough liquidity to meet the working
capital needs of its highly seasonal business.
BROMPTON OIL: DBRS Cuts Rating on Preferred Shares to Pfd-5 (low)
-----------------------------------------------------------------
DBRS Limited downgraded the rating of the Preferred Shares issued
by Brompton Oil Split Corp. to Pfd-5 (low) from Pfd-5. As of March
5, 2020, the downside protection available to Preferred
Shareholders was –18.3%. It has been gradually decreasing since
the last review in December 2019 because of the depressed price of
energy stocks as the oil market continues to suffer from lower
demand and oversupply. Recent geopolitical developments, including
negative impacts from the accelerated global spread of Coronavirus
(COVID-19), have added further stress to stock prices.
On February 4, 2020, the Company announced a new term extension of
three years on the Preferred Shares with the new maturity date of
March 30, 2023. The distribution rate on the Preferred Shares
increased to 6.5% per annum paid on the original price of $10.00.
The targeted distributions to the Capital Shares remained unchanged
at $1.20 per Capital Share per year, subject to net asset value
(NAV) test of 1.5 times (x). Because the NAV test is currently not
being met, the Capital Share distributions have been suspended. The
dividend coverage was 0x as the Portfolio is currently generating
just enough income to cover expenses. Based on the value of the
Company's portfolio value as of March 5, 2020, the anticipated
average grind is 8.62% per annum over the next three years.
On March 2, 2020, the Company announced that approximately 2.4
million Preferred Shares were tendered for a special retraction at
the end of the current term (March 31, 2020). This amount will
constitute approximately 75% of the currently outstanding Preferred
Shares if they are not withdrawn from the retraction.
Considering the limited time remaining until maturity and the
insufficient amount of downside protection, there is an increased
likelihood that the original principal invested by Preferred
Shareholders will not be fully repaid during the upcoming special
retraction. As a result, DBRS Morningstar downgraded its rating of
the Preferred Shares issued by the Company to Pfd-5 (low).
The Company invests in common shares of at least 15
large-capitalization North American oil and gas issuers selected
from the S&P 500 Index and the S&P/TSX Composite Index. The Company
may also invest up to 25% of the Portfolio value in the common
shares of issuers listed on the S&P 500 Index or the S&P/TSX
Composite Index that satisfy its investment criteria (i.e., issuers
that operate in energy subsectors including equipment, services,
pipelines, transportation, and infrastructure). The Portfolio is
approximately equally weighted, actively managed, and rebalanced at
least semi-annually. A portion of the Portfolio's investments are
denominated in U.S. dollars; however, substantially all of this
exposure is hedged back to Canadian dollars. The Company has the
ability to write covered call options or engage in securities
lending to generate additional income.
CAMBER ENERGY: Discloses Terms of Hedging Activities
----------------------------------------------------
Elysium Energy, LLC, the sole member of Camber Energy, Inc.'s 25%
owned subsidiary, Elysium Energy Holdings, LLC, entered into a
multi-year hedging arrangement in connection with Elysium's recent
acquisition of oil & gas properties in Texas and Louisiana.
Elysium, through its wholly-owned subsidiaries, holds working
interests and over-riding royalty interests in oil and gas
properties in Texas (approximately 72 wells in 11 counties) and
Louisiana (approximately 55 wells in 6 parishes), along with
associated wells and equipment. Camber's 25% interest in Holdings
was acquired from Viking Energy Group, Inc. (OTCQB:VKIN) as a part
of the definitive Agreement and Plan of Merger dated as of Feb. 3,
2020, relating to Camber's proposed acquisition of Viking (as
announced by Camber via press release on Feb. 5, 2020).
On Feb. 4, 2020, Elysium hedged 75% of the estimated oil and gas
production associated with the newly acquired assets for 2020, 60%
of the estimated production for 2021 and 50% of the estimated
production for the period between January 2022 to July 2022.
Estimated oil and gas production excludes potential production from
any enhancement and/or new drilling initiatives. A summary of the
quantities and pricing associated with the hedging contracts, all
of which were arranged through Cargill Incorporated, is available
for free at: https://is.gd/hzDOHn
About Camber Energy
Based in Houston, Texas, Camber Energy -- http://www.camber.energy
-- is a growth-oriented, independent oil and gas company engaged in
the development of crude oil, natural gas and natural gas liquids
in Texas.
As of Dec. 31, 2019, Camber Energy had $5.10 million in total
assets, $2.02 million in total liabilities, and $3.08 million in
total stockholders' equity. For the nine months ended Dec. 31,
2019, the Company reported a net loss of $3.40 million.
At Dec. 31, 2019, the Company's total current assets of $2.4
million exceeded its total current liabilities of approximately
$2.0 million, resulting in working capital of $0.4 million, while
at March 31, 2019, the Company's total current assets of $8.2
million exceeded its total current liabilities of approximately
$2.1 million, resulting in working capital of $6.1 million. The
reduction from $6.1 million to $0.4 million is due to losses from
continuing operations and costs incurred with the merger and
ultimate divestiture of Lineal, including funds loaned to Lineal in
connection with such divestiture. The Company said the factors
above raise substantial doubt about its ability to continue to
operate as a going concern for the twelve months following the
issuance of these financial statements. The Company believes that
it will not have sufficient liquidity to meet its operating costs
unless it can raise new funding, which may be through the sale of
debt or equity or unless it closes the Viking Merger, which is
scheduled to be closed by June 30, 2020, extendable up to Dec. 31,
2020 under certain circumstances, the
completion of which is the Company's current plan. There is no
guarantee though that the Viking merger will be completed or other
sources of funding be available.
Camber Energy was notified by the NYSE American that the Company
was not in compliance with certain of the Exchange's continued
listing standards as set forth in Part 10 of the NYSE American
Company Guide. Specifically, Camber is not in compliance with
Section 1003(a)(ii) of the Company Guide in that it reported
stockholders' equity of $3.1 million as of Dec. 31, 2019 and net
losses in three of four of its most recent fiscal years then ended,
meaning specifically that Camber is not in compliance with Section
1003(a)(ii) of the Company Guide which requires listed companies
have stockholders' equity of $4,000,000 or more and not have
sustained losses from continuing operations and/or net losses in
three of four of such issuer's most recent fiscal years.
CEDAR MART: Seeks to Hire Mitchell Law Firm as Legal Counsel
------------------------------------------------------------
Cedar Mart, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire The Mitchell Law Firm, L.P.
as its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services in connection
with its Chapter 11 case.
The firm will be paid at these rates:
Partners $395 per hour
Associates $225 per hour
Paralegals $75 to $95 per hour
Legal Assistants $75 to $95 per hour
Mitchell Law Firm received a retainer of $1,500.
Mitchell Law Firm is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Gregory W. Mitchell, Esq.
The Mitchell Law Firm, L.P.
1412 Main Street, Suite 500
Dallas, Texas 75202
Phone: (972) 463-8417
Fax: (972) 432-7540
E-mail: greg@mitchellps.com
About Cedar Mart Inc.
Cedar Mart, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-30813) on March 6,
2020. At the time of the filing, the Debtor had estimated assets
of between $100,001 and $500,000 and liabilities of less than
$50,000. Judge Harlin Dewayne Hale oversees the case. The
Mitchell Law Firm, L.P. is the Debtor's legal counsel.
CEDAR TC: Seeks to Hire Mitchell Law Firm as Legal Counsel
----------------------------------------------------------
Cedar TC, LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire The Mitchell Law Firm, L.P.
as its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services in connection
with its Chapter 11 case.
The firm will be paid at these rates:
Partners $395 per hour
Associates $225 per hour
Paralegals $75 to $95 per hour
Legal Assistants $75 to $95 per hour
Mitchell Law Firm received a retainer of $1,500.
Mitchell Law Firm is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Gregory W. Mitchell, Esq.
The Mitchell Law Firm, L.P.
1412 Main Street, Suite 500
Dallas, Texas 75202
Phone: (972) 463-8417
Fax: (972) 432-7540
Email: greg@mitchellps.com
About Cedar TC
Cedar TC, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 20-30814) on March 6, 2020. At the
time of the filing, the Debtor had estimated assets of between
$100,001 and $500,000 and liabilities of between $500,001 and $1
million. Judge Harlin Dewayne Hale oversees the case. The
Mitchell Law Firm, L.P. is the Debtor's legal counsel.
CHICK LUMBER: Committee Hires Tucker Ellis as Counsel
-----------------------------------------------------
The Official Committee of Unsecured Creditors of Chick Lumber,
Inc., seeks authorization from the U.S. Bankruptcy Court for the
District of New Hampshire to retain Tucker Ellis LLP, as counsel to
the Committee.
The Committee requires Tucker Ellis to:
a. advise the Committee on all legal issues as they arise;
b. represent and advise the Committee regarding the terms of
any sales of assets or plans of reorganization or
liquidation, and assisting the Committee in negotiations
with the Debtor and other parties-in-interest;
c. investigate the Debtor's assets and pre-bankruptcy conduct,
and investigate the validity, priority and extent of any
liens asserted against the Debtor's assets;
d. prepare, on behalf of the Committee, all necessary
pleadings, reports, and other papers;
e. represent and advise the Committee in all proceedings in
the bankruptcy case;
f. assist and advise the Committee in its administration; and
g. provide such other services as are customarily provided by
counsel to a creditors' committee in cases of this kind.
Tucker Ellis will be paid at these hourly rates:
Partners $405 to $785
Associates $325
Paraprofessionals $165 to $235
Tucker Ellis will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Thomas R. Fawkes, a partner at Tucker Ellis LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtor; (b) has not
been, within two years before the date of the filing of the
Debtor's chapter 11 petition, directors, officers or employees of
the Debtor; and (c) does not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.
Tucker Ellis can be reached at:
Thomas R. Fawkes, Esq.
TUCKER ELLIS LLP
233 S. Wacker Dr., Suite 6950
Chicago, IL 60606
Tel: (312) 256-9425
E-mail: thomas.fawkes@tuckerellis.com
About Chick Lumber
Chick Lumber, Inc. -- https://www.chicklumber.com/ -- is a dealer
of lumber, plywood, steel beams, engineered wood, trusses, steel
and asphalt roofing, windows, doors, siding, trim, stair parts, and
finish materials. It also offers drafting and design, installation,
delivery, outside sales, and plan reading and estimating services.
Chick Lumber sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-11252) on Sept. 9, 2019, in Concord, N.H. In the petition
signed by Salvatore Massa, president, the Debtor disclosed between
$1 million and $10 million in both assets and liabilities. Judge
Bruce A. Harwood oversees the case. William S. Gannon PLLC is the
Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Oct. 3, 2019. The Committee is represented by
Goldstein & McClintock, LLLP as its legal counsel.
CJ AUTO: March 23 Deadline to File Plan and Disclosure Statement
----------------------------------------------------------------
Judge Stephani W. Humrickhouse has ordered that the deadline for CJ
AUTO USED PARTS, LLC, the Debtor in the case, to file its Chapter
11 Plan and
Disclosure Statement is extended up to and including March 23,
2020.
A full-text copy of the Order dated March 4, 2020, is available
at https://tinyurl.com/wh5r9pb from PacerMonitor.com at no
charge.
About CJ Auto Used Parts
CJ Auto Used Parts, LLC, sought Chapter 11 protection (Bankr.
E.D.N.C. Case No. 19-04737) on Oct. 14, 2019, estimating less than
$1 million in assets and liabilities. The case has been assigned
to Judge Stephani W. Humrickhouse. John G. Rhyne, Esq., is the
Debtor's legal counsel.
CRAFTWORKS PARENT: Russell Represents Utility Companies
-------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Russell R. Johnson III, PLC submitted a verified
statement to disclose that it is representing the utility companies
in the Chapter 11 cases of CraftWorks Parent, LLC, et al.
The names and addresses of the Utilities represented by the Firm
are:
a. American Electric Power
Attn: Dwight C. Snowden
American Electric Power
1 Riverside Plaza, 13th Floor
Columbus, Ohio 43215
b. Arizona Public Service Company
Attn: Sandra Rosales
2043 W. Cheryl Dr., Bldg. M
Mail Station 3209
Phoenix, Arizona 85021-1915
c. Evergy, Inc.
Attn: Katie Lee, Esq.
1200 Main Street
Kansan City, MO 64105
d. CenterPoint Energy Services, Inc.
Attn: Timothy Muller, Esq.
Senior Counsel
CenterPoint Energy, Inc.
1111 Louisiana St.
Houston, TX 77002
e. Commonwealth Edison Company
Attn: Erin Buechler
Claims & Collection Counsel
3 Lincoln Centre
Oakbrook Terrace, IL 60181
f. Constellation NewEnergy, Inc.
Constellation NewEnergy – Gas Division, LLC
Attn: C. Bradley Burton
Credit Analyst
Constellation Energy
1310 Point Street, 12th Floor
Baltimore, MD 21231
g. Florida Power & Light Company
Gulf Power Company
Attn: Gloria Lopez
Law Department
700 Universe Blvd.
Juno Beach, FL 33408
h. Georgia Power Company
Attn: Daundra Fletcher
2500 Patrick Henry Parkway
McDonough, GA 30253
i. Virginia Electric and Power Company d/b/a
Dominion Energy Virginia
Attn: Sherry Ward
600 East Canal Street, 10th floor
Richmond, VA 23219
j. Metropolitan Edison Company
Monongahela Power Company
Ohio Edison Company
Potomac Edison Company
Attn: Kathy M. Hofacre
FirstEnergy Corp.
76 S. Main St., A-GO-15
Akron, OH 44308
k. The Potomac Electric Power Company
Attn: Lynn R. Zack, Esq.
Assistant General Counsel
Exelon Corporation
2301 Market Street, S23-1
Philadelphia, PA 19103
The nature and the amount of claims (interests) of the Utilities,
and the times of acquisition thereof are as follows:
a. The following have unsecured claims against the
above-referenced Debtors arising from prepetition utility usage:
American Electric Power, Arizona Public Service Company,
Constellation NewEnergy, Inc., Constellation NewEnergy – Gas
Division, LLC, Evergy, Inc., Metropolitan Edison Company,
Mononghela Power Company, Ohio Edison Company, Potomac Edison
Company, Virginia Electric and Power Company d/b/a Dominion Energy
Virginia, Gulf Power Company and The Potomac Electric Power
Company.
b. Florida Power & Light Company and Georgia Power Company
held prepetition deposits that secured all prepetition debt.
c. For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Objection of Certain Utility Companies To The Motion of Debtors For
Interim and Final Orders (I) Determining Adequate Assurance of
Payment For Future Utility Services; (II) Prohibiting Providers
From Altering, Refusing, or Discontinuing Utility Services; (III)
Establishing Procedures For Determining Requests For Adequate
Assurance of Payment; (IV) Authorizing Certain Fee Payments; (V)
Requiring Utility Providers To Return Deposits For Utility Services
No Longer In Use; and (VI) Granting Related Relief to be filed in
the above-captioned, jointly-administered, bankruptcy cases.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the foregoing Utilities in January and March 2020. The
circumstances and terms and conditions of employment of the Firm by
the Companies is protected by the attorney-client privilege and
attorney work product doctrine.
The Firm can be reached at:
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
Russell R. Johnson III, Esq.
2258 Wheatands Drive
Manakin-Sabot, VA 23103
Telephone: (804) 749-8861
Facsimile: (804) 749-8862
E-mail: russell@russelljohnsonlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/iEvshT
About CraftWorks Parent
CraftWorks Parent, LLC and its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 20-10475) on March 3, 2020.
CraftWorks and its affiliated entities are operators and
franchisors of steakhouses and craft beer brewery restaurants with
more than 330 locations in 39 states in the U.S. and in Taiwan as
of the bankruptcy filing date. CraftWorks employs more than 18,000
team members and corporate and support staff at its restaurants
nationwide and at offices located in Nashville, Tennessee and
Colorado. Its four largest "core" brands are (a) Logan's
Roadhouse, (b) Old Chicago Pizza & Taproom, (c) Gordon Biersch
Brewery Restaurant, and (d) Rock Bottom Restaurant and Brewery. In
addition, CraftWorks operates unique one-off "specialty"
restaurants such as Big River Grille & Brewing Works and ChopHouse
& Brewery.
CraftWorks was estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing date.
CraftWorks filed Chapter 11 proceedings to implement an agreement
with its senior lender that is expected to reduce its debt by more
than 60%, strengthen liquidity, and better position its popular
brands for long-term growth. It has filed a motion requesting
approval of a "stalking horse" asset purchase agreement with its
senior lender and a competitive bidding process under Section 363
of the Bankruptcy Code.
CraftWorks and its affiliated debtors tapped Klehr Harrison Harvey
Branzburg LLP as legal counsel; Configure Partners, LLC, as
investment banker; M-III Advisory Partners, LP as financial
advisor; Hilco Real Estate, LLC as the real estate advisor; and
Kekst CNC as the communications advisor. Prime Clerk LLC is the
claims agent.
CW WELDING: Petitions to Proceed as Small Business Debtors Filed
----------------------------------------------------------------
Debtors CW Welding & Fabrication, LLC, and CW Equipment, LLC, and
CW Fabrication, LLC filed a Second Amended Chapter 11 Plan of
Reorganization and a Disclosure Statement on March 3, 2020.
The Debtors' cases are being jointly administered under Lead Case
No. 19-30650. This Plan seeks to substantively consolidate the
assets and obligations of all three Debtors. The Debtors intend to
seek confirmation of the Plan under Section 1191 of the Bankruptcy
Code.
The Debtors filed amended petitions on March 2, 2020, and elected
to proceed as small business debtors under Subchapter V of Chapter
11 of the Bankruptcy Code.
References to post-petition legal fees in any post-effective date
budget attached to the Plan or related disclosure statement shall
not mean that any professional in this case has consented to the
payment of such Administrative Expenses over time, after the
effective date.
A full-text copy of the Second Amended Disclosure Statement dated
March 3, 2020, is available at https://tinyurl.com/wgau7la from
PacerMonitor at no charge.
Counsel for the Debtors:
Karl Johnson
Briggs and Morgan P.A.
2200 IDS Center
80 South 8th Street
Minneapolis, MN 55402
Tel: (612) 977-8400
E-mail: kjohnson@briggs.com
- and -
Kesha L. Tanabe
TANABE LAW
4304 34th Ave. S.
Minneapolis, MN 55406
Telephone: (612) 735-0188
E-mail: kesha@tanabelaw.com
About CW Welding & Fabrication
CW Welding and Fabrication -- https://www.cwweld.net/ -- is a
locally owned and operated welding and fabrication company located
in Southwestern Minnesota. The Company also custom builds
trailers, fish-house frames, agricultural products, grain
chutes/transitions, rock boxes, and other specialty equipment.
CW Welding & Fabrication, LLC, CW Equipment, LLC, CW Fabrication,
LLC, and CW, LLC, filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Lead Case No.
19-30650) on March 6, 2019. The petitions were signed by Neil D.
Cole, president. CW Welding disclosed $405,588 in total assets and
$1,586,406 in total liabilities.
The Debtors tapped Karl J. Johnson, Esq., at Hellmuth & Johnson,
PLLC, and Kesha Tanabe, Esq., at Tanabe Law, as bankruptcy
attorneys; and Briggs and Morgan, P.A., as co-counsel.
DEL MONTE: Moody's Lowers CFR to Caa2 & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of Del Monte Foods,
Inc., including its Corporate Family Rating to Caa2 from Caa1,
Probability of Default Rating to Caa2-PD from Caa1-PD, first lien
senior secured debt to Caa2 from Caa1, and Speculative Grade
Liquidity to SGL-4 from SGL-3. Finally, Moody's revised the outlook
to negative from positive.
The rating actions stem from the company's unexpected cancellation
of a proposed $575 million senior secured notes offering due to
unfavorable market conditions caused by coronavirus (COVID-19)
related disruptions. The previously assigned Caa2 instrument rating
on the proposed senior secured notes have been withdrawn.
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial credit implications of public health and
safety.
The cancelled notes offering was part of a proposed
recapitalization designed to reduce financial leverage and address
major near-term debt maturities, including its primary liquidity
facility, which expires in November 2020. As of the third quarter
ended January, based on Moody's estimates and adjustments,
debt/EBITDA was approximately 12.2x. The company has said that it
still plans to pursue a refinancing at a later date, presumably
this calendar year. However, the continued high leverage and
liquidity concerns that remain unresolved warranted the downgrades.
The negative outlook mainly reflects high refinancing risk.
Del Monte Foods, Inc.
Ratings downgraded:
Corporate Family Rating to Caa2 from Caa1;
Probability of Default Rating Caa2-PD from Caa1-PD;
$671 million outstanding first-lien senior secured term loan
due 18 Feb 2021 to Caa2 (LGD4) from Caa1 (LGD4);
Speculative Grade Liquidity Rating to SGL-4 from SGL-3.
The following rating has been withdrawn:
Proposed $575 million senior secured notes due 2027 at Caa2
(LGD5).
Rating unaffected:
$260 million outstanding second-lien senior secured term loan
due 18 Aug 2021 at Caa3 (LGD5).
The outlook has been revised to negative from positive.
RATINGS RATIONALE
The Caa2 Corporate Family Rating primarily reflects Del Monte's
large near-term debt maturities, high financial leverage, and
execution risk related to ongoing asset-lite restructuring
activities. The company's ratings are supported by the strength of
the Del Monte brand, which holds leading shares in core shelf
stable fruits and vegetables. The ratings also reflect a history of
liquidity support provided by parent company Del Monte Pacific Ltd.
(not rated) that Moody's expects will continue.
Notably, most large US shelf stable packaged foods companies,
including Del Monte, are currently experiencing higher than normal
sales volume due to consumer consumption changes related to the
COVID-19 pandemic. Moody's believes that these changes, which
include a rapid pace of pantry loading and a shift toward at-home
dining due to venue closures and travel restrictions, are generally
favorable for the retail packaged foods sector.
Del Monte's SGL-4 rating and negative outlook reflect near-term
maturities of its ABL facility and first lien term loan, and high
refinancing risk associated with ongoing market volatility.
On March 4, 2020 Del Monte launched a proposed recapitalization,
now cancelled, that included a $366 million equity contribution
from an indirect holding company, consisting of an equitization of
$216 million of Del Monte's second-lien debt that it previously had
purchased on the open market, and a $150 million cash purchase of
Del Monte's common shares. Concurrent with this equity infusion,
Del Monte planned to issue $575 million of new seven-year secured
notes. Net proceeds from the new notes along with the cash equity
contribution were to be used to retire its $671 million first lien
secured term loan maturing February 2021 and $29 million of the
second lien term loan due August 2021 held by outside investors.
Finally, the company planned to expand the size of its ABL facility
to $450 million from $443 million and extend the maturity date.
Del Monte's ratings could be downgraded if the company is unlikely
to consummate a recapitalization prior to the November, 18 2020
expiration date of its ABL facility or its liquidity otherwise
further deteriorates. A downgrade could also occur if the company
encounters operational challenges related to its asset-lite
restructuring.
To warrant an upgrade, Del Monte would need to successfully
complete a debt recapitalization under tenable terms, demonstrate
its ability to generate positive operating cash flow, and establish
an adequate liquidity profile.
Headquartered in Walnut Creek, California, Del Monte Foods, Inc. is
a manufacturer and marketer of branded and private label food
products for the US and South American retail market. Its brands
include Del Monte in shelf stable fruit, vegetable and tomatoes;
Contadina in tomato based products; College Inn in broth products;
and S&W in shelf stable fruit, vegetable and tomato products. The
company generates annual sales of approximately $1.3 billion.
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial credit implications of public health and
safety.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
DELIVER BUYER: Moody's Cuts CFR & Senior Sec. Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded Deliver Buyer, Inc.'s
corporate family rating and senior secured credit facility ratings,
each to B3 from B2. The B3-PD probability of default rating was
affirmed as Moody's believes that the company's default risk
remains consistent with the current rating. The ratings outlook is
negative.
RATINGS RATIONALE
The downgrades primarily reflect a weak track record of cash
generation and the sometimes variable and unpredictable nature of
MHS' earnings that have resulted in a slower than expected pace of
deleveraging over the last 18 months. The downgrades also consider
an aggressive financial policy that is more appropriately reflected
at the B3 rating level, as well as Moody's expectation of a
challenging operating environment during 2020 and a weakening
liquidity profile given MHS' heavily utilized revolver that will
limit near-term financial flexibility.
The B3 corporate family rating reflects MHS's modest scale, high
tolerance for financial risk, pronounced customer concentration and
elevated execution risk. These considerations are tempered by the
company's good competitive standing within automated parcel
sortation systems, which is expected to support solid topline and
earnings growth over the next few years. Moody's believes MHS's
dependence on several key customers (the top two account for about
60% of sales) leaves the company susceptible to pricing pressure.
The concentration also makes MHS vulnerable to changes in customer
capital expenditure budgets, a risk that Moody's views as more
pronounced over the near-term, given the likelihood that businesses
may review or curtail capex spend in the face of disruptions from
COVID-19. This heavy reliance on a small customer base heightens
the need for strong execution while the relatively lumpy,
large-sized and fixed-price nature of customer contracts heightens
the need for consistent operational performance.
The rapid and widening spread of the coronavirus outbreak, the
deteriorating global economic outlook, falling oil prices and asset
price declines are creating a severe and extensive credit shock
across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The surface
transportation and logistics industry which includes MHS's largest
customers such as UPS and FedEx is exposed to the shock given its
sensitivity to business and consumer demand. More specifically, the
weaknesses in MHS' liquidity profile leaves it vulnerable to shifts
in market sentiment in these unprecedented operating conditions,
and the company remains vulnerable to the outbreak continuing to
spread. Moody's regards the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety. The actions in part reflect the impact on
MHS of the breadth and severity of the shock, and the broad
deterioration in credit quality it has triggered.
Moody's expects MHS to maintain a weak liquidity profile over the
next 12 months. Moody's estimates December 2019 cash balances of
about $34 million and anticipates relatively modest amortization on
term debt at 1% per annum ($6 million). MHS has a weak track record
of cash generation, although Moody's expects modest improvements in
cash flow during 2020, and FCF-to-debt in the low single-digits
should be achievable in the face of significantly lower capex
spend. External liquidity is provided by a $155 million revolving
credit facility that expires in April 2022. Moody's estimates
significant usage of around $110 million under the facility as of
March 2020 leaving somewhat limited availability of around $45
million The facility contains a springing net leverage ratio of
6.75x that comes into effect if usage exceeds 35% ($54 million).
The ratings could be upgraded if debt-to-EBITDA was expected to
remain at or below 5.5x. A track record of strong operational
execution and the maintenance of a good liquidity profile with
expectations of consistently positive free cash generation as well
as significant availability under the revolver would be
prerequisites to any upgrade. Given the company's small scale and
pronounced customer concentration, Moody's would expect MHS to
maintain credit metrics that are stronger than levels typically
associated with companies at the same rating level.
The ratings could be downgraded if debt-to-EBITDA was expected to
remain above 7x. A further weakening of MHS's liquidity including
negative free cash flow during 2020, additional borrowings under
the revolver or an anticipated breach of financial covenants could
also pressure the ratings downward. Execution missteps that
resulted in weakened operational performance such that EBITDA
margins declined to around 10% could also result in a downgrade.
The loss of customers or business due to COVID-19 resulting in a
weaker credit profile could also cause downward ratings pressure.
The following is a summary of the rating actions:
Issuer: Deliver Buyer, Inc.
Corporate Family Rating, downgraded to B3 from B2
Probability of Default Rating, affirmed B3-PD
$155.5 million senior secured revolver due 2022, downgraded to
B3 (LGD3) from B2 (LGD3)
$620 million senior secured term loan due 2024, downgraded to
B3 (LGD3) from B2 (LGD3)
Outlook, remains Negative
MHS Holdings Inc., headquartered in Louisville, Kentucky, the
parent company for Material Handling Systems Inc. and Santa Rosa
Systems LLC, designs, engineers, builds and installs conveyors and
automated sortation systems primarily for the parcel industry.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
DELTA AIR LINES: Expects Revenue to Plunge 80% in 2nd Quarter
-------------------------------------------------------------
Amidst a decline in air travel demand due to the COVID-19 pandemic,
Delta Air Lines CEO Ed Bastian wrote to employees March 20,
revealing that the airline now expects that revenue will plunge $10
billion, an 80% decline, in the second quarter of this year
compared to a year ago.
Bastian told employees that the airline is burning roughly $50
million in cash each day.
Bastian added that about 13,000 of Delta's more than 90,000
employees have agreed to take voluntary unpaid leaves.
In order to further preserve liquidity, Delta has suspended its
stock repurchase program and future dividend payments, according to
the March 20 letter by Delta's CEO.
Delta said it has entered into a $2.64 billion secured credit
facility and is drawing $3 billion under its existing revolving
credit facilities. The $2.64 billion new term loan facility, which
was arranged by JPMorgan Chase Bank, N.A., as administrative agent
and sole lead arranger, will be due and payable in a single
installment on the maturity date on March 16, 2021
"The growing need to protect Delta's future has led to difficult
decisions across our business that are impacting all of our
stakeholders," said Delta's CEO. "Maintaining ample liquidity
during this crisis is critical to the essential service that Delta
provides in America's transportation infrastructure as well as the
jobs of more than 90,000 Delta people across the country."
U.S. airlines have sought a $58 billion taxpayer-funded bailout to
help them survive the Covid-19 crisis. The request, however, has
been hit with criticisms, which largely claim that airlines had
overpaid on stock buybacks and dividend payments, rather than
preserve cash for the rainy days.
"At Delta, nothing could be further from the truth. Our philosophy
has always been a simple one: We put 50 percent of our operating
cash flow back into our business by investing in our people and our
customers, use 30 percent to pay down debt, and return 20 percent
to our owners," Bastian said.
"In fact, over the past five years Delta has invested over $20
billion in new aircraft, airport enhancements, technology and
customer service improvements; and invested $19 billion in our
people via profit-sharing and pension contributions and payments.
In addition, we increased base pay by 30 percent during that period
and regained the confidence of the financial markets by earning
back our investment-grade credit rating. When the extent of the
COVID-19 crisis became clear, we immediately suspended our share
repurchases, and our Board of Directors has voted to suspend future
dividend payments."
About Delta Air Lines
Headquartered, in Atlanta, Georgia, Delta Air Lines Inc.
(NYSE:DAL), is one of the major airlines of the United States and a
legacy carrier. Before the Coronavirus pandemic, Delta Air Lines,
its subsidiaries and regional affiliates, including Delta
Connection, operated over 5,400 flights daily and serves 325
destinations in 52 countries on six continents. Delta is a
founding member of the SkyTeam airline alliance.
FABRICMASTER LLC: Seeks to Hire Kenneth S. Abrams as Legal Counsel
------------------------------------------------------------------
Fabricmaster, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Kenneth S. Abrams,
P.A. as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code; negotiate with its creditors in the preparation of
a bankruptcy plan; and provide other legal services in connection
with its Chapter 11 case.
The firm will be paid at these rates:
David Abrams, Esq. $300 per hour
Perla Abrams, Esq. $300 per hour
Kenneth Abrams, Esq. $300 per hour
Paralegal $90 per hour
Abrams has required the Debtor to pay $7,000 for attorney's fees,
plus $2,217 in costs.
Kenneth Abrams, Esq., disclosed in court filings that he and his
firm are "disinterested" within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Kenneth S. Abrams, Esq.
Kenneth S. Abrams, P.A.
100 SW 27th Ave., Suite 609
Miami, FL 33176
Tel: (305) 598-1880
Fax: (305) 598-1881
E-mail: Kabrams@bkclaw.com
About Fabricmaster LLC
Fabricmaster, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-13097) on March 5,
2020. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $100,001 and
$500,000. Kenneth S. Abrams, P.A. is the Debtor's legal counsel.
FAT BRANDS I: DBRS Finalizes B Rating on Class B-2 Notes
--------------------------------------------------------
DBRS, Inc. finalized its provisional ratings on the following notes
(the Notes) issued by FAT Brands Royalty I, LLC (the Issuer):
-- $20,000,000 Series 2020-1, Class A-2 Notes at BB (sf)
-- $20,000,000 Series 2020-1, Class B-2 Notes at B (sf)
DBRS Morningstar also discontinued and withdrew its provisional
ratings on the Series 2020-1, Class A-1 Notes and Series 2020-1,
Class B-1 Notes, as these classes were not issued on the closing
date.
The ratings are based on a review by DBRS Morningstar of the
following analytical considerations:
-- Relatively short repayment window for the Notes with a shorter
forecast performance period and higher visibility into the
viability of brands managed by FAT Brands Inc. (FAT Brands or the
Company).
-- The ultimate payment of interest and principal on the classes
of Notes referenced above in accordance with transaction
documents.
-- The Company's track record of consistent financial performance
with systemwide sales, revenues, average unit volumes (AUVs), and
store counts steadily growing over the past five years.
-- FAT Brands' market position, with approximately 400 stores
nationwide and 200 stores planned over the next five years. Despite
low barriers to entry in the restaurant industry, FAT Brands'
market position and brand diversity, combined with its history of
rapid positive growth, support its long-term financial prospects.
FAT Brands currently has more stores than three of its closest
competitors (Shake Shack, Habit, and Smashburger).
-- DBRS Morningstar's operational review of FAT Brands as the
manager. After an on-site meeting at the Company's headquarters and
a review of Company-provided and publicly available information,
DBRS Morningstar believes that FAT Brands is an acceptable manager
of franchisee restaurants.
-- Credit review of the Company by DBRS Morningstar.
-- This transaction is secured by 100% ownership of the equity
interests in the subsidiaries of FAT Brands (the Subsidiary
Franchisors) and all of the Issuer’s right, title, and interest
in and to such. Each Subsidiary Franchisor is a party to various
franchise agreements, development agreements, and other
collaborative agreements with franchisees who are granted the right
to develop and operate fast-casual restaurants in a designated
location and a license to use the proprietary marks of such
Subsidiary Franchisor in conformity with such Subsidiary
Franchisor's branding and marketing requirements. The cash flow for
the securitization comes primarily from the royalties and initial
upfront fees charged to franchisees.
-- Assumptions on AUV growth in the cash flow scenarios and
weighted-average royalty fees kept flat across all brands.
-- The structural features of the transaction, such as relatively
moderate leverage, the cash reserve accounts, the cash sweep
mechanism, and the rapid amortization triggers, which help to
accelerate the paydown of the Note balance upon deterioration in
the business environment.
-- Legal analysis of the structure, including separation of the
assets from the operating company, nonconsolidation, and
true-contribution opinions.
-- Under various cash flow scenarios, the Notes would be repaid in
accordance with the transaction's terms, even if business
performance deteriorates.
-- The structuring consultant intends to issue security tokens to
all investors and record this transaction on the Ethereum
blockchain. Any security tokens issued in this transaction will
serve as digital representations of respective ownership in the
Notes. This use of blockchain and distributed-ledger technology
will only occur outside of and parallel to this transaction and
will not govern actual ownership of the Notes. The underlying
documentation for this transaction will govern all aspects of the
Notes, and reference is made to the transaction documents for the
terms and conditions thereof.
Notes: All figures are in U.S. dollars unless otherwise noted.
FOLSOM FARMS: Seeks to Hire SRL Legal as Bankruptcy Counsel
-----------------------------------------------------------
Folsom Farms, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of Oregon to hire SRL Legal, LLC as its legal
counsel.
The firm will advise the Debtor of its powers and duties in the
operation of its business; institute adversary proceedings; prepare
legal papers; and provide other legal services in connection with
its Chapter 11 case.
Sally Leisure, Esq., the firm's attorney who will be handling the
case, charges an hourly fee of $315.
SRL Legal does not hold any interest materially adverse to the
interest of the Debtor's bankruptcy estate, creditors and equity
security holders.
The firm can be reached through:
Sally Leisure, Esq.
SRL Legal, LLC
25-6 NW 23rd Place, #241
Portland, OR 97210
Tel: 503-781-8211
Email: sally@sallyleisure.com
About Folsom Farms
Folsom Farms, LLC is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B).
Folsom Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 20-30575) on Feb. 19, 2020. At the
time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. Judge
Peter C. McKittrick oversees the case. Sally Leisure, Esq., at SRL
Legal, LLC, is the Debtor's legal counsel.
FRED'S INC: April 28 Plan Confirmation Hearing Set
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware conducted a
hearing to consider the Motion of Fred's, Inc., and its debtor
affiliates for entry of an order approving the Disclosure Statement
and granting related relief.
On March 3, 2020, Judge Christopher S. Sontchi ordered that:
* The relief requested in the Motion is granted.
* The Disclosure Statement is approved.
* The Ballot substantially in the form attached to the Motion is
approved.
* April 9, 2020, at 4:00 p.m. is the voting deadline.
* Upon completion of the balloting, Epiq Corporate Restructuring,
LLC shall certify the amount and number of Allowed Claims in the
Voting Class accepting or rejecting the Plan. The Debtors will
cause such certification to be filed with the Court prior to the
Confirmation Hearing.
* April 28, 2020, at 10:00 a.m. is the Confirmation Hearing.
* April 9, 2020, at 4:00 p.m. is fixed as the last day for filing
objections to confirmation of the Plan.
* Epiq will serve the Solicitation Package on the Voting Class no
later than five business days after the entry of this Order
containing copies of the Confirmation Hearing Notice; the
Disclosure Statement; the Plan; and (d) this Order.
A full-text copy of the order dated March 3, 2020, is available at
https://tinyurl.com/rolfkzy from PacerMonitor at no charge.
About Fred's Inc.
Since 1947, Fred's, Inc. (NASDAQ:FRED) -- http://www.fredsinc.com/
-- has been an integral part of the communities it serves
throughout the southeastern United States. Fred's mission is to
make it easy AND exciting to save money. Its unique discount value
store format offers customers a full range of value-priced everyday
items, along with terrific deals on closeout merchandise throughout
the store.
Fred's, Inc., and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-11984) on Sept. 9, 2019 in
Delaware. In the petitions signed by Joseph M. Anto, CEO, the
Debtors disclosed $474,774,000 in assets and $380,167,000 in
liabilities as of May 4, 2019.
The Hon. Christopher S. Sontchi oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel;
Kasowitz Benson Torres LLP as general bankruptcy counsel; Akin Gump
Strauss Hauer & Feld LLP as special counsel; Epiq Bankruptcy
Solutions LLC as claims and noticing agent; and Berkeley Research
Group, LLC, as financial advisor.
FRONTIER COMMUNICATIONS: Delays Filing of 2019 Annual Report
------------------------------------------------------------
Frontier Communications Corporation filed a Form 12b-25 with the
Securities and Exchange Commission notifying the delay in the
filing of its Annual Report on Form 10-K for the year ended Dec.
31, 2019. The Company has determined that it is unable to file its
Form 10-K within the prescribed time period without unreasonable
effort or expense.
Frontier said, "Since January 2020, the Company has been engaged in
discussions with certain holders of the Company's unsecured notes
with respect to potential deleveraging or restructuring
transactions, which may include the filing of chapter 11 cases
under the U.S. Bankruptcy Code to implement the transactions. These
discussions have involved significant resources and have been a
priority for management. The Company disclosed on March 16, 2020,
that it has made the decision to defer making an interest payment
on certain of its unsecured notes and enter a 60-day grace period
allowed under the applicable indenture to facilitate these ongoing
discussions with the Company's bondholders. The Company cannot
assure you if or when it will agree on the terms of or consummate
any potential restructuring or deleveraging transactions. The
Company's financial, accounting and administrative personnel have
been supporting these negotiations and have been focused on
maintaining the Company's ongoing operations and implementing
operational reviews and initiatives. These negotiations and
activities involve significant resources, place increased burdens
on the Company's management and staff and occurred at the time
during which year-end close procedures are normally conducted."
The Company expects to report total revenues of approximately
$8,107 million for the year ended Dec. 31, 2019 compared to total
revenues of $8,611 million for the year ended Dec. 31, 2018. For
the year ended Dec. 31, 2019, Consumer revenue was approximately
$4,153 million, Commercial revenue was approximately $3,585
million, and subsidy revenue was approximately $369 million. The
Company expects to report net loss attributable to common
shareholders of approximately $(5,911) million for the year ended
Dec. 31, 2019 compared to net loss attributable to common
shareholders of approximately $(750) million for the year ended
Dec. 31, 2018. For the year ended Dec. 31, 2019, net loss was
impacted by $5,725 million of goodwill impairment charges ($5,201
million net of tax) and approximately $446 million loss on the
anticipated sale of operations and assets in Washington, Oregon,
Idaho, and Montana. Net loss was also impacted by approximately
$57 million in pension settlement expense and approximately $168
million in restructuring costs and other charges (which included
$44 million of pension and other post-retirement benefit
enhancements resulting from a voluntary severance program).
About Frontier Communications
Headquartered in Norwalk, Connecticut, Frontier Communications
Corporation (NASDAQ: FTR) -- http://www.frontier.com-- is a
provider of communications services to urban, suburban, and rural
communities in 29 states. Frontier offers a variety of services to
residential customers over its fiber-optic and copper networks,
including video, internet, advanced voice, and Frontier Secure
digital protection solutions. Frontier Business offers
communications solutions to small, medium, and enterprise
businesses.
The Company incurred net losses of $643 million in 2018, $1.80
billion in 2017, and $373 million in 2016. As of Sept. 30, 2019,
Frontier had $17.56 billion in total assets, $2.74 billion in total
current liabilities, $580 million in deferred income taxes, $1.64
billion in pension and other post-retirement benefits, $398 million
in other liabilities, $16.30 billion in long-term debt, and a total
deficit of $4.10 billion.
* * *
As reported by the TCR on Aug. 14, 2019, Moody's Investors Service
downgraded the corporate family rating of Frontier Communications
Corporation to Caa2 from Caa1 and the probability of default rating
to Caa3-PD from Caa1-PD. The downgrade of the CFR reflects an
updated assessment of the company's probability of default and
recovery expectations following weak second quarter 2019 revenue
and EBITDA results, continued negative net customer addition trends
and reduced expectations regarding cost efficiency programs going
forward.
As reported by the TCR on March 19, 2020, Fitch Ratings downgraded
Frontier Communications Corporation's and its subsidiaries'
Long-Term Issuer Default Rating to 'C' from 'CC'. Frontier has not
reported earnings for 2019. Fitch expects Frontier to report
negative revenue trends in 2019, slightly less than the nearly 6%
decline in 2018. Revenues could remain pressured in 2020 due to
economic weakness arising from the slowing economy and disruptions
from the coronavirus pandemic. While telecom operators are not
expected to be materially affected by the latter at this time,
Fitch expects to see some weakness, primarily from small and medium
businesses.
GADSDEN PROPERTIES: Names Michael Cha to Board of Directors
-----------------------------------------------------------
The Board of Directors of Gadsden Properties, Inc. has elected
Michael Cha to the Board and appointed him as chairman of the
Company's Audit Committee. Mr. Cha was appointed until his
successor is duly elected and qualified. There are no family
relationships among Mr. Cha and any existing director or officer.
There are also no arrangements or understandings between Mr. Cha
and any other persons pursuant to which he was selected as a
director. There has been no transaction, nor is there any
currently proposed transaction, between Mr. Cha and any other
director, officer or the Company that would require disclosure
under Item 404(a) of Regulation S-K.
Mr. Cha has been the senior trader and senior energy analyst at BBT
Capital Management Advisors LLC, the Connecticut-based hedge fund
for the Bass Family of Fort Worth, Texas for the past 14 years. He
was head trader for the $1 billion long-short energy and utilities
fund, managing beta exposure, prime brokerage, portfolio
allocation, and directing commission schedules for over 40
institutional brokers. From 2016 through January 2019 he was also
responsible for identifying, analyzing and managing the investments
in the hedge fund.
Prior to that, Mr. Cha was a founding member of J.P. Morgan's
corporate debt and equity securities division in 1989-1990
following the repeal of the Glass-Steagall Act, when the J.P.
Morgan was first granted powers to underwrite corporate securities.
He brought the first equity-linked public offering by any
commercial bank since 1933, when he led the due diligence,
roadshow, and research coverage on a Dow Chemical Exchangeable Note
in 1991. At J.P. Morgan, Mr. Cha led the Independent Power
Producer (IPP) sector research team where he raised the firm to
number 3 in the IPP equity underwriting league tables from a
previously unranked position. He later headed the Oil and Gas
Exploration and Production (E&P) sector research team and lead or
co-managed over 30 primary and secondary offerings, elevating J.P.
Morgan to number 1 in the E&P league tables from a previously
unranked position. He conducted due diligence, built financial
models, published research, and marketed globally on over 25 energy
companies with assets in North America, Asia, FSU, South America,
and West Africa.
About Gadsden
Willow Grove, PA-based Gadsden Properties, Inc. fka FC Global
Realty Incorporated is a Nevada corporation that was formed on Dec.
28, 2010. Gadsden concentrates primarily on investments in high
quality income-producing assets, residential developments and other
opportunistic commercial properties in secondary and tertiary
markets across the United States.
FC Global reported a net loss attributable to comon stockholders
and participating securities of $4.67 million for the year ended
Dec. 31, 2018, compared to a net loss attributable to common
stockholders and participating securities of $19.38 million for the
year ended Dec. 31, 2017. As of June 30, 2019, Gadsden Properties
had $134.31 million in total assets, $52.88 million in total
liabilities, $22.23 million in series A redeemable convertible
preferred stock, $3 million in Class B OPCO Units subject to
redemption, and $56.20 million in total stockholders' equity.
Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, the
Company's auditor since 2011, issued a "going concern"
qualification in its report dated April 1, 2019, citing that the
Company has incurred net losses for each of the years ended
Dec. 31, 2018 and 2017 and has not yet generated any significant
revenues from real estate activities. As of Dec. 31, 2018, there
is an accumulated deficit of $139,690,000. These conditions, along
with other matters raise substantial doubt about the Company's
ability to continue as a going concern.
GIMIS ENTERPRISE: Hires A.O.E. Law & Associates as Counsel
----------------------------------------------------------
Gimis Enterprise, Inc., seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ A.O.E. Law &
Associates, APC, as bankruptcy counsel to the Debtor.
Gimis Enterprise requires A.O.E. Law & Associates to:
(a) advise debtor on matters relating to the administration of
the estate, and on the Debtor's rights and remedies with
regard to the estate's assets and the claims of secured
and unsecured creditors;
(b) appear for, prosecute, defend, and represent the Debtor's
interest in suits arising in or related to this case,
including any adversary proceedings against the Debtor;
(c) assist in the preparation of such pleadings, applications,
schedules, orders and other documents as are required for
the orderly administration of the estate.
A.O.E Law charges these hourly fees:
Anthony Obehi Egbase, Esq. $450
Associate $350
Paralegal/Law Clerk $150 - $250
Prior to the petition date, the firm billed the Debtor $15,000 for
its pre-bankruptcy services and expenses.
Anthony Obehi Egbase, Esq., at A.O.E. Law & Associates, APC,
disclosed in a court filing that he and his office staff are
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
A.O.E Law can be reached through:
Anthony Obehi Egbase, Esq.
A.O.E LAW & ASSOCIATES, APC
The World Trade Center
350 S Figueroa St., Suite 189
Los Angeles, CA 90071
Tel: (213) 620-7070
Fax: (213) 620-1200
E-mail: info@aoelaw.com
About Gimis Enterprise
Gimis Enterprise Inc., filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 20-12380) on March 3, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Anthony Obehi Egbase, Esq., at A.O.E. Law &
Associates, APC.
GULFPORT ENERGY: Board Approves 2020 Incentive Plan
---------------------------------------------------
The Compensation Committee of the Board of Directors of Gulfport
Energy Corporation recommended the approval of, and the Board
approved, the Company's 2020 Incentive Plan. The 2020 Incentive
Plan is designed to provide to selected employees of the Company
incentive compensation opportunities, which are tied to the
achievement of one or more performance goals, and service-based
compensation opportunities. The 2020 Incentive Plan will be
administered by the Board or a committee thereof to which the Board
has delegated authority to administer the 2020 Incentive Plan. In
general, the 2020 Incentive Plan focuses on (i) continued
employment or performance of services for the Company until
relevant vesting, forfeiture or clawback dates, as the case may be
with respect to Standard Awards and (ii) achievement of objectives
and goals relating to certain financial and operational metrics
over a period of time with respect to Incentive Awards. The above
vesting dates, Performance Targets, Performance Factors and
Performance Period will be determined by the Administrator. For
avoidance of doubt, Incentive Awards also may be subject to
time-based vesting conditions such as the participant's continued
employment or performance of services for the Company through the
relevant Performance Period or such other dates as may be
determined by the Administrator. Under the 2020 Incentive Plan,
the earning of an Incentive Award and payout opportunity is
contingent upon meeting the Incentive Award's applicable threshold
performance levels. If such threshold performance levels are
satisfied, the payout amount varies for performance above or below
the pre-established target performance levels.
Grant of Cash Awards
On March 11, 2020, the Compensation Committee approved Cash Awards
to selected employees, including the Company's named executive
officers, which will be granted effective as of March 16, 2020
under the 2020 Incentive Plan. David M. Wood, president and chief
executive officer, will be granted a Standard Award equal to
$834,000 and an Incentive Award with a target amount equal to
$2,371,688. Donnie Moore, chief operating officer, will be granted
a Standard Award equal to $505,000 and an Incentive Award with a
target amount equal to $816,838. Quentin R. Hicks, chief financial
officer, will be granted a Standard Award equal to $425,000 and an
Incentive Award with a target amount equal to $128,988. Patrick K.
Craine, general counsel and corporate secretary, will be granted a
Standard Award equal to $435,000 and an Incentive Award with a
target amount equal to $132,023. Michael Sluiter, senior vice
president, Reservoir Engineering, will be granted a Standard Award
equal to $360,000 and an Incentive Award with a target amount equal
to $107,640.
Each Standard Award will be paid on or about March 17, 2020, but
will be subject to an obligation to repay such Standard Award to
the Company in the event of the participant's termination of
employment with the Company or related company, prior to the
earlier of the first anniversary of the Grant Date or the
occurrence of a change in control for reasons other than due to (i)
the Company's or related company's termination of the participant
without cause, (ii) the participant's voluntary termination of
employment with the Company or related company for good reason, or
(iii) the participant's death.
Each Incentive Award will be subject to a Performance Period of
Jan. 1, 2020 through Dec. 31, 2020. Different vesting periods will
apply to separate one-third portions of each Incentive Award. In
general, the applicable Incentive Tranche Amount will vest over the
period commencing on the Grant Date and ending, as the case may be,
on each of Dec. 31, 2020, Dec. 31, 2021 and Dec. 31, 2022, subject
to the participant's continuous employment and attainment of
certain financial, operational and total shareholder return
Performance Targets. Payment of a vested Incentive Tranche Amount
(as such payment may be adjusted by the Administrator pursuant to
the Plan) will be made within 30 days following the vesting date,
subject to that Incentive Tranche Amount being earned as a result
of the attainment of Qualified Performance. If the participant
incurs a Qualified Termination during a Subject Restricted Period,
then the participant will remain eligible to receive any unpaid
Incentive Tranche Amounts, again subject to those Incentive Tranche
Amounts being earned as a result of the attainment of Qualified
Performance. In general, such earned Incentive Tranche Amounts
will be prorated if the Qualifying Termination occurs prior to a
change in control, and no such proration will occur if the
Qualifying Termination occurs during the 24-month period following
a change in control. In either event, the applicable earned and
unpaid Incentive Tranche Amounts will be paid (as such payments may
be adjusted by the Administrator pursuant to the 2020 Incentive
Plan) within 30 days after such Qualified Termination, and if such
Qualified Termination occurs during the Performance Period, the
applicable Qualified Performance determination will be made at the
time of such Qualified Termination. If the participant incurs a
termination other than a Qualified Termination during a Subject
Restricted Period, the participant will forfeit all rights to
receive any payment of the Incentive Tranche Amount that relates to
such Subject Restricted Period, regardless of whether Qualified
Performance is attained.
About Gulfport
Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com/-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States. Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma. In addition, Gulfport holds non-core assets
that include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.
Gulfport Energy reported net loss of $2.0 billion for the year
ended Dec. 31, 2019 as compared to net income of $430.6 million for
the year ended Dec. 31, 2018. This decrease in period-to-period
net income was due primarily to a $2.0 billion oil and natural gas
properties impairment charge related primarily to the decline in
commodity prices, a $260.1 million decrease in income from equity
method investments, a $124.8 million decrease in gain on sale of
equity method investments, a $63.4 million increase in
depreciation, depletion and amortization expense, and a $9.0
million decrease in natural gas, oil and NGL revenues, partially
offset by a $48.6 million increase in gain on debt extinguishment,
an $8.6 million decrease in lease operating expenses, a $4.9
million decrease in production taxes, and a $2.0 million decrease
in general and administrative expenses for the year ended Dec. 31,
2019, as compared to the year ended Dec. 31, 2018.
As of Dec. 31, 2019, the Company had $3.88 billion in total assets,
$2.57 billion in total liabilities, and $1.31 billion in total
stockholders' equity.
* * *
As reported by the TCR on March 4, 2020, Moody's Investors Service
downgraded Gulfport Energy Corporation's Corporate Family Rating to
Caa1 from B2. "The downgrade reflects rising financial risks amid
low natural gas prices and limited hedging protection in place for
Gulfport in 2020. This required the company to significantly
reduce investment and allow production to fall significantly in
2020 in order to avoid new borrowings," commented Elena Nadtotchi,
Moody's vice president - senior credit officer.
HAWAIIAN AIRLINES: Fitch Alters Outlook on 'BB-' IDR to Negative
----------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Hawaiian Holdings, Inc.
and its airline operating subsidiary, Hawaiian Airlines, Inc. at
'BB-' and revised the Outlook to Negative from Stable.
The Negative Outlook is based on the sharp drop in demand occurring
in the market due to expanding efforts to contain the coronavirus.
U.S. airlines are reporting steep and broad-based declines in
passenger numbers since the virus began to appear widely outside of
China. Fitch's current forecast for Hawaiian anticipates that the
company will return to credit metrics that support the 'BB-' rating
in 2021. However, its forecasts depend on air traffic returning
towards normal levels over the course of 2020. The Negative Outlook
reflects the rapidly evolving impact of the coronavirus, and the
potential for traffic to be impacted for significantly longer than
in prior crises.
Fitch considers Hawaiian one of the weaker positioned U.S. airlines
to weather the coronavirus disruption due smaller size and larger
exposure to the Pacific (approximately 26% of 2019 revenue), and
more specifically, Japan (approximately 21% of scheduled 2020
capacity pre outbreak). Hawaiian is going into the situation with
good liquidity, modest debt balances and manageable capex
requirements. However, the magnitude of this disruption is
unprecedented and all airlines credit profiles will come under
pressure, particularly if traffic rebounds slower than in past
crises.
KEY RATING DRIVERS
Coronavirus Assumptions:
Fitch's coronavirus scenario envisions a approximately 30% drop in
RPMs for 2020 along with a mid- to high-single digit drop in
yields. This would entail a steep drop-off in 2Q and 3Q traffic
followed by a recovery in 4Q. This scenario will be revised further
as more data becomes available. Additional borrowings are likely in
this case. Fitch's analysis of this stress case included an
evaluation of estimated monthly cash burn for the next several
months based on an assumption of at least 75% temporary revenue
decline. Fitch does not expect Hawaiian to experience a liquidity
crunch under this scenario, but the company would burn cash,
reducing financial flexibility. If demand returns quickly as seen
in prior aviation crises, Fitch expects Hawaiian to return to
levels of credit metrics supportive of its current rating by YE
2021. Both liquidity and debt levels would leave Hawaiian in an
initially weaker state after the initial sharp downturn, exposing
it to additional exogenous shocks if they should arise. A more
drawn out stress period would lead to at least a one notch
downgrade.
Mitigating Actions:
Hawaiian has a manageable debt maturity schedule with $79 million
due in 2020. As of Dec. 31, 2019, liquidity totaled $853.7 million,
which consists of unrestricted cash and equivalents, short-term
investments and a $235 million undrawn secured revolver. The
airline also has 30 unencumbered planes, accounting for almost half
of its fleet. Low planned capital spending in 2020 also provides
some cushion for the downturn. Additional borrowings are likely
with Hawaiian potentially utilizing some unencumbered assets to
raise cash.
International Exposure:
Approximately 74% of 2019 revenues come from North American routes,
while the remaining 26% of revenue came from the Pacific region,
which is being severely restricted. The most significant portion of
the Pacific region revenue comes from Japan. International travel
has been particularly hard hit in the early days of the coronavirus
outbreak, presenting a larger headwind for Hawaiian than for some
other carriers. However, this dynamic may cease to make much of a
difference as U.S. domestic travel comes under further pressure or
potentially comes under government restrictions in the future.
Hawaiian's interisland traffic may fare relatively well compared to
the rest of its network due to the essential nature of those
flights.
DERIVATION SUMMARY
Hawaiian's credit metrics are generally in line with or better than
airline peers rated in the 'BB' category. Hawaiian's margin profile
has been strong compared to peers dating back to 2015. Hawaiian's
ratings remain constrained by its geographic concentration in the
Hawaiian market. None of the other North American airlines in
Fitch's rated universe exhibit such a high degree of reliance on a
single leisure focused destination. FCF generation is also a
limiting factor. Fitch expects Hawaiian to generate limited FCF
over its forecast period, while higher rated peers like Delta,
Alaska, and Southwest typically generate sizeable FCF, creating
meaningful financial flexibility.
KEY ASSUMPTIONS
- A sharp drop in near-term demand leading to revenues down
75% or more over the next several months.
- Fuel costs at $1.50/gallon through 2020.
- A gradual return to normal bookings in the back half of
the year.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Adjusted debt/EBITDAR rising and remaining at or above
4.0x;
- FFO fixed charge coverage falling below 2.0x;
- A notable drop in tourism to Hawaii caused by a natural
disaster or economic downturn;
- EBITDAR margins falling and remaining below 15%.
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Sustained adjusted debt/EBITDAR below 3.0x;
- FFO Fixed charge coverage at or above 3.0x;
- Expectations for sustained positive FCF generation;
- EBITDAR margins sustained around or above 20%.
LIQUIDITY AND DEBT STRUCTURE
Fitch considers Hawaiian's liquidity position to be supportive of
the rating given the company's manageable maturity schedule and
Fitch's projections for adequate generation of CFFO. Liquidity as
of YE 2019 totaled $854 million including its $235 million secured
revolver. Total liquidity equated to roughly 30% of LTM revenue.
Upcoming maturities are manageable at $30 million in 2020.
Projected capex is also modest over the next year as scheduled
aircraft deliveries are minimal before Hawaiian starts to receive
its new 787-9s in 2021.
ESG CONSIDERATIONS
ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).
HELEN REALTY: Seeks to Hire Century 21 as Real Estate Broker
------------------------------------------------------------
Helen Realty, Corp., seeks authority from the U.S. Bankruptcy Court
for the Northern District of Florida to employ Century 21
Metropolitan, as real estate broker to the Debtor.
Helen Realty requires Century 21 to market and sell the Debtor's
stock and proprietary interest in an apartment located at Apartment
No. 5C110 East 57th Street in New York City.
Century 21 will be paid a commission of 6% of the sales price.
Century 21 will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ryan Sherman, owner of Century 21 Metropolitan, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Century 21 can be reached at:
Ryan Sherman
CENTURY 21 METROPOLITAN
5 West 19th Street, Suite 2C,
New York, NY 10011
Tel: (212) 255-5200
About Helen Realty, Corp.
Helen Realty Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-40069) on Feb. 19,
2020. At the time of the filing, the Debtor disclosed assets of
between $500,001 and $1 million and liabilities of the same range.
Bruner Wright, P.A. is the Debtor's legal counsel.
INTERNATIONAL FOOD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: International Food Service Purchasing Group Inc.
Cond Monte Atenas
1300 Calle Atenas APT 402
San Juan, PR 00926
Business Description: International Food Service Purchasing Group
Inc. is a non-profit organization that
provides supply chain analysis and
management services for the restaurant
industry.
Chapter 11 Petition Date: March 20, 2020
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 20-01458
Debtor's Counsel: Alexandra Bigas Valedon, Esq.
MODESTO BIGAS LAW OFFICE
PO Box 7462
Ponce, PR 00732-7462
Tel: (787) 844-1444
E-mail: alexandra.bigas@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles A Maxwell, president.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/SQsvp1
JETBLUE AIRWAYS: Fitch Alters Outlook on 'BB+' IDR to Negative
--------------------------------------------------------------
Fitch Ratings has revised JetBlue Airways Corporation's Outlook to
Negative from Stable and affirmed the Issuer Default Rating at
'BB+'.
The Negative Outlook is based on the sharp drop in demand occurring
in the market due to efforts to contain the spread of the
coronavirus. U.S. airlines are reporting steep and broad-based
declines in passenger numbers since the virus began to appear
widely outside of China. Fitch's current forecast for JetBlue
anticipates that the company will return to credit metrics that
support the 'BB+' rating in 2021. However, Fitch's forecasts depend
on air traffic returning towards normal levels over the course of
2020. The Negative Outlook reflects the rapidly evolving impact of
the coronavirus, the potential for traffic to be impacted for
significantly longer than in prior crises.
Fitch considers JetBlue one of the better positioned U.S. airlines
to weather the coronavirus disruption due to its good liquidity,
modest debt balances, manageable near-term cash needs. However, the
magnitude of this disruption is unprecedented and all airlines
credit profiles will come under pressure, particularly if traffic
rebounds slower than in past crises. Multi-notch downgrades are
possible if traffic does not rebound during the summer, or if it
were to experience a rebound in new virus cases followed by further
travel restrictions in the fall.
KEY RATING DRIVERS
Coronavirus Impact:
Fitch's main coronavirus scenario, reflected in the outlook
revision, envisions a more than approximately 25% drop in RPMs for
the full year, along with a high single digit drop in yields.
Fitch's analysis of this stress case included an evaluation of
estimated monthly cash burn for the next several months based on an
assumption of at least 75% temporary revenue decline. This would
entail a steep drop-off in demand through at least August of this
year. Although this would necessitate additional borrowing for JBLU
in 2020 compared to its prior forecasts, Fitch anticipates that
JBLU would need to borrow less than some competitors, with less
impact to its balance sheet and post-crisis credit profile. As
such, under this scenario, JBLU returns to credit metrics
supportive of the current rating by late 2021 or 2022. Fitch
believes that JBLU has sufficient levers to pull that liquidity is
ultimately not a material risk in the near term. Nevertheless, the
magnitude of the impact to revenues and the uncertainty around
recovery in demand warrants a Negative Outlook. Fitch has also
evaluated a scenario where traffic remains below its prior base
case through at least 2021 reflecting a reluctance to travel along
with lingering economic impacts of the virus. Such a scenario would
drive a rating downgrade.
Risk Mitigants:
JetBlue is going in to this crisis with a material amount of
liquidity and modest near-term cash needs, which should allow the
company to maintain adequate cash on hand in the near term. JetBlue
recently obtained a $1 billion term loan secured by aircraft and
spare engines. After utilizing much of its unencumbered fleet to
secure the new term loan, it maintains 60+ unencumbered A320s.
Near-term debt maturities are manageable at $341 million in 2020.
Although Fitch's ratings do not rely on government intervention,
the possibility of near-term support from the U.S. government could
provide material relief. If reported figures of a $50 billion aid
package come to fruition, Fitch estimates that it could translate
in to more than $2 billion in additional liquidity for JBLU.
JBLU is also in a better position than some carriers as it does not
have material pension obligations. The company has also cut off
share repurchases, which accounted for $542 million in cash outflow
in 2019. Like the other major carriers, JBLU has announced capex
deferrals, payment delays to suppliers, and plans to reduce
maintenance on aircraft. Despite serious cost cutting activities,
it is difficult for airlines to remove variable costs quickly,
meaning that cash burn may be material over the next couple of
months as the industry goes through the worst of the outbreak.
The price of jet fuel is also a key consideration. The recent drop
in crude prices plus reductions in flying could cut JetBlue's fuel
bill by 40% or more in 2020. JetBlue spent $1.85 billion on fuel in
2019, or 25% of its total operating costs. Fitch's stress case
incorporates jet fuel of around $1.50/gallon for the year, which is
above current spot prices.
Credit Metrics Vary by Pace of Recovery: As of Dec. 31, 2019, Fitch
calculates JetBlue's total adjusted debt/EBITDAR at 2.4x, down from
2.8x at YE 2018. In prior forecasts, Fitch already expected JBLU's
leverage to incrementally rise over the next three years driven
primarily by debt funded aircraft deliveries. At this time, it is
difficult to estimate what future year capital spending will look
like as the company may take actions to defer deliveries depending
on the shape and speed of recovery. Fitch believes a scenario is
plausible wherein a return of air traffic later in 2020 followed by
a more normalized environment in 2020 could leave JBLU with
leverage metrics in the low 3x range, which would still support the
'BB+' ratings, but this is highly dependent on the duration of the
current crisis.
DERIVATION SUMMARY
JetBlue has shown significant improvement in its credit profile
over the last five years. Despite the upgrade to 'BB+', the
company's leverage metrics remain strong for the rating and mirror
those of Delta Airlines (BBB-), and Alaska Air (BBB-).
Profitability is in line with similarly rated peers. However,
profit margins have come down from above industry-average levels
seen in 2015-2018 due to rising costs and tough competition. For
2019, the carrier generated EBIT margins of 10.4% compared to
margins of 7.4% for Air Canada and 10.3% for United.
JetBlue's network and route diversification still lags behind the
big four U.S. carriers, but has strengthened as the carrier has
continued to grow. The company has built a more defensible network
with a leading market share in each of its three main focus cities
(BOS, JFK and FLL) JBLU also offers a compelling product compared
to competitors with its relatively generous leg room and in-flight
offerings.
KEY ASSUMPTIONS
-- A sharp drop in near-term demand leading to revenues down
75% or more over the next several months.
-- Fuel costs at $1.50/gallon through 2020.
-- A gradual return to normal bookings in the back half of
the year.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- A prolonged downturn caused by coronavirus that strains
liquidity and materially alters Fitch's forecasts for
credit metrics to return to prior levels by YE 2021.
-- Change in management strategy that favors shareholder
returns at the expense of a healthy balance sheet.
-- Sustained adjusted debt/EBITDAR above 3.5x.
-- FCF margins declining to neutral on a sustained basis or
FFO fixed charge coverage falling below 3.5x on a
sustained basis.
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- FCF margins remaining in the low-to-mid-single-digits as
a percentage of revenue.
-- EBIT margins remaining in the low to mid-teens.
-- Sustained commitment to conservative financial policies.
-- Adjusted debt/EBITDAR sustained below 2.75x.
-- FFO Fixed charge coverage remaining above 4x.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: As of Dec. 31, 2019, JetBlue had cash and cash
equivalents balance of $959 million and short-term investment
securities of $369 million. In August 2019, the company upsized its
revolving credit facility from $450 million to $550 million, along
with extending the maturity out to August 2023. Total liquidity,
including the undrawn revolver, is equivalent to 23.2% of LTM
revenue, which is near the industry average. Debt maturities are
well structured and range between $172 million and $344 million
annually through 2023.
Revolver: The $550 million revolving credit facility is secured by
take-off and landing slots at JFK, Newark Liberty, LaGuardia, and
Washington Reagan, and is set to mature in August of 2023. JBLU's
other facility, which was entered into during 2012, is a $200
million revolving line of credit. The credit facility is renewed
annually and secured by investment securities held at Morgan
Stanley. Fitch does not include this revolving credit facility in
its total liquidity calculation to avoid "double counting" since
the facility is secured by the investment securities on the balance
sheet that Fitch considers a part of readily available cash.
Other: JetBlue's debt primarily consists of secured fixed and
floating rate notes backed by aircraft and related assets. Most
recently JBLU accessed the EETC market, issuing a $772 million
transaction across two tranches in November 2019. The EETC was
secured by 25 A321s.
ESG CONSIDERATIONS
ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).
JETBLUE AIRWAYS: S&P Cuts ICR to 'BB-'; Ratings on Watch Negative
-----------------------------------------------------------------
S&P Global Ratings downgraded JetBlue Airways Corp. to 'BB-' from
'BB'. At the same time, S&P placed all of its ratings on the
company on CreditWatch with negative implications.
The CreditWatch placement reflects the significant potential
effects a prolonged travel disruption could have on JetBlue's
credit measures and liquidity position. It also incorporates the
uncertainty around when the volume of passenger air travel will
return to normal.
Rating Action Rationale
S&P believes JetBlue's capacity reductions, along with sharply
lower oil prices, will be insufficient to offset the decline in its
travel demand. JetBlue has announced it is adjusting network
capacity, freezing nonessential spending, and reducing capital
expenditures. Although the company should also benefit from sharply
lower oil prices, S&P does not believe all of this will offset
sharply lower traffic as fewer bookings and cancellations
dramatically reduce demand.
"The extent and duration of the coronavirus pandemic remains
uncertain. Although our current forecast assumes reduced capacity
and revenue growth stemming from the coronavirus, we believe that
the pandemic's actual effect on the industry could differ.
Furthermore, the timing and degree of the expected recovery in air
traffic in late 2020 are also uncertain," S&P said.
"A prolonged disruption could affect the company's liquidity. We
are revising our assessment of liquidity to adequate from strong
due primarily to our expectation of lower levels of cash generation
over the next 12 months. Although we expect JetBlue to generate
less cash flow in 2020 than we previously forecast, we believe its
sources of cash will remain above 1.2x its uses. We believe the
company could somewhat reduce its capital expenditures over the
near term by suspending or deferring nonessential technology and
construction projects. Finally, the company has some unencumbered
assets it could use as collateral to raise capital," S&P said.
CreditWatch
S&P expects to resolve the CreditWatch placement as it learns more
about the impact of the coronavirus on JetBlue's financial
position.
"We would likely lower ratings if we expect funds from operations
to debt to average below 30%, with little prospect of improvement
over 2020-2021," the rating agency said.
JPM REALTY: Unsecured Creditors to Have 5% Recovery Over 10 Years
-----------------------------------------------------------------
Debtor JPM Realty, Inc., filed the Second Amended Disclosure
Statement regarding Plan of Reorganization dated March 5, 2020.
The Debtor has applied for a rezoning of the real estate from M-2
to R-2. By letter dated Feb. 14, 2020, the Debtor was informed that
the application was approved by the Luzerne County Planning
Commission at their meeting of Feb. 13, 2020, and that this
approval was forwarded to the Luzerne County Counsel for their
review.
This approval provides for a subdivision to create seven parcels
and to construct two-family dwelling units on each parcel, subject
to the requirement that yard area setback and height regulations,
as well a sound pressure levels, are maintained as set forth in
applicable regulations.
General unsecured creditors in Class 3 will receive a distribution
of 5% of their allowed claims. The claims will be payable in
quarterly in pro-rata cash distributions from future revenues and
contribution/repayment of preference distributions repaid to
Debtor, after the payment of administrative claims and secured
claims over the plan term of 120 months.
All interests will be cancelled as of the Effective Date. Upon
cancellation, new stock equal to the prepetition stock will issue
to the New Equity Owner in exchange for the sum of $1000.00.
Payments and distributions under the Plan will be funded by the
revenues and profits generated from the operation of reorganized
JPM, REALTY, INC., as well as the repayment of preferential
distributions repaid to the Debtor.
A full-text copy of the Second Amended Disclosure Statement dated
March 5, 2020, is available at https://tinyurl.com/w8nyuu2 from
PacerMonitor at no charge.
Counsel for the Debtor:
C. STEPHEN GURDIN, JR., ESQUIRE
67-69 PUBLIC SQUARE, STE. 501
WILKES-BARRE PA 18701-2512
Tel: (570)826-0481
Fax: (570)822-7780
E-mail: Stephen@gurdinlaw.com
Michelle@gurdinlaw.com
About JPM Realty Inc.
JPM Realty, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04511) on Oct. 24,
2018. At the time of the filing, the Debtor was estimated to have
assets of less than $500,000 and liabilities of less than $500,000.
Judge Robert N. Opel II oversees the case. The Debtor tapped C.
Stephen Gurdin Jr., Esq., as its legal counsel.
L BRANDS: Moody's Cuts CFR & Senior Unsecured Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded all ratings of L Brands, Inc.,
including its corporate family rating to Ba3 from Ba2 and its
probability of default rating to Ba3-PD from Ba2-PD. The company's
existing senior unsecured guaranteed notes were also downgraded to
Ba3 from Ba2 and the senior unsecured unguaranteed notes were
downgraded to B2 from B1. The speculative grade liquidity rating
remains SGL-2. The outlook is stable. This rating action concludes
the review for downgrade that was initiated on December 17, 2019.
"Although the divestiture of Victoria's Secret will enable L Brands
to focus on the growth of its stronger brand, Bath & Body Works,
its platform will be less diversified and certain dis-synergies and
execution risk will be faced " says Moody's Vice President,
Christina Boni. "The lack of concept diversification is mitigated
by Bath & Body Works' consistent operating performance and its
planned reduction of debt," Boni added.
Downgrades:
Issuer: L Brands, Inc.
Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD
Corporate Family Rating, Downgraded to Ba3 from Ba2
Senior Unsecured Regular Bond/Debenture, Downgraded to B2
(LGD6) from B1 (LGD6)
Senior Unsecured Guaranteed Regular Bond/Debenture, Downgraded
to Ba3 (LGD4) from Ba2 (LGD4)
Outlook Actions:
Issuer: L Brands, Inc.
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
L Brands' Ba3 CFR rating is supported its strong Bath & Body Works
operations, which generates significant free cash flow as well as
its Victoria's Secret operations, of which a 55% controlling equity
interest will be sold to Sycamore Partners. The company has good
liquidity and moderate leverage with debt to EBITDA proforma at
February 2, 2020 for the upcoming spin of Victoria's Secret at
approximately 3.6x. L Brands' currently benefits from significant
scale with revenues of about $5.4 billion, when excluding
Victoria's Secret. Its merchandising strategy and supply chain have
historically enabled the company to ensure product freshness and
higher inventory turns relative to other specialty retail
operators. The recently announced spinoff of Victoria's Secret will
mitigate the risks associated with the turnaround of the brand,
which has underperformed significantly and lead to the transfer of
approximately $2.5 billion of lease liabilities to the new private
entity as well as the reduction of approximately $1 billion of
debt. L Brands must meet the needs of changing demographics and
consumer preferences to maintain its position as a leading
specialty fragrance retailer. L Brands also faces the challenges
related managing risks associated with product testing and
verifying its standards with independently accredited consumer
product testing labs.
The stable outlook reflects the assumption that Bath & Body Works
will continue to post positive comparable sales and operating
income growth while maintaining a conservative financial policy.
The outlook also reflects that liquidity will remain good and all
upcoming maturities are addressed well in advance.
An upgrade would require consistency of performance at Bath & Body
Works, good liquidity and conservative financial policy.
Quantitatively, debt to EBITDA would need to approach 3.0x and EBIT
to interest expense above 3.25x for an upgrade.
Ratings could be downgraded should there be sustained deterioration
in profitability or financial policy becomes more aggressive than
currently anticipated. Ratings could also be downgraded should debt
increase, or debt maturities are not addressed well in advance.
Quantitatively, debt to EBITDA above 4.0x or EBIT to interest
expense approaching 2.5x, could result in a downgrade.
Headquartered in Columbus, Ohio, L Brands, Inc. operates 2,920
company-owned specialty stores in the United States, Canada, the
United Kingdom and Greater China, and its brands are also sold in
722 franchised locations worldwide as of February 2, 2020. Its
brands include Victoria's Secret, Bath & Body Works, and PINK.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
LANDS' END: S&P Places 'B' ICR on CreditWatch Negative
------------------------------------------------------
S&P Global Ratings placed its ratings on U.S.-based specialty
apparel retailer Lands' End Inc. on CreditWatch with negative
implications.
Land's End announced on its March 17th earnings call that it began
the process of refinancing its $385 million first-lien term loan
maturing on April 4, 2021. S&P believes a deteriorating global
macroeconomic outlook and extreme volatility in capital markets due
to COVID-19 greatly increases the difficulty of successful
execution. If Lands' End cannot address the term loan maturity, S&P
anticipates significant pressure on liquidity coinciding with the
term loan coming current. S&P also believes an unsuccessful
refinancing would increase the likelihood the company will address
the maturity in a fashion that the rating agency views as
distressed and tantamount to default, which could include a
distressed exchange.
"We expect to resolve the CreditWatch placement when we have
greater visibility into Lands' End's ability to address its term
loan maturity. We could affirm the rating if the company addresses
the maturity and we continue to expect a rebound of macroeconomic
conditions from currently very depressed levels. If we believe the
company cannot address its maturity, we could lower the rating by
at least one notch," S&P said.
LAST FRONTIER: Unsecureds Get $50 Per Month Until Paid in Full
--------------------------------------------------------------
Last Frontier Realty Corporation filed a Chapter 11 plan that says
payments to be made under the Plan will come from the continued
rental of the stalls by the Debtor.
The Debtor currently receives approximately $4,500 per month on the
Ravenview property and the expenses associated with the Ravenview
Property average about $2,00 per month.
Class 3 Claimant (Allowed Secured Claim s of Propel Financial
Services) are impaired and shall be satisfied as follows: As of the
Petition Date, the total debt owed to Propel on Note #2 was
$42,879. The Debtor will repay the amount owed to Propel as of the
Effective Date in 120 equal monthly payments commencing on the
first day of the first month following the Effective Date and
terminating 120 months thereafter. The amount of the monthly
payment will be that necessary to fully amortize the amount owing
to Propel Note #1 (Property Tax Payment Agreement in favor of
Propel Financial Services, LLC) as of the Effective Date with
interest at 8.99% in 120 equal monthly installments and shall be in
the approximate amount of $462.12. The amount of the monthly
payment will be that necessary to fully amortize the amount owing
to Propel Note #2 (Property Tax Payment Agreement in favor of
Propel Financial Services, LLC) as of the Effective Date with
interest at 13.90% in 120 equal monthly installments and shall be
in the approximate amount of $663.19.
Class 5 Allowed Unsecured Claims are impaired and will share
pro-rata in the Unsecured Creditor's Pool. The Debtor will pay $50
per month for the number of months necessary to pay all allowed
unsecured creditors in full. The Unsecured Creditors will be paid
quarterly on the last day of each calender quarter. Payments to
the Unsecured Creditors will commence on the last day of the first
full calendar quarter after the Effective Date. Based upon the
Debtor's schedules, the total amount of unsecured creditors will be
$2,500.
The Debtor anticipates using the on-going business income of the
Debtor to fund the Plan.
A full-text copy of the Disclosure Statement dated March 9, 2020,
is available at https://tinyurl.com/wh4ltj4 from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Eric A. Liepens
ERIC A. LIEPINS, P.C.
12770 Coit Road
Suite 1100
Dallas, Texas 75251
Tel: (972) 991-5591
(972) 991-5788
About Last Frontier Realty Corp.
Last Frontier Realty Corp. is a Texas corporation which owns two
pieces of real property.
The Debtor previously filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 17-30454) on Feb. 6, 2017. This case was dismissed on
July 3, 2017.
Last Frontier Realty sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-32681) on July 10,
2017. At the time of the filing, the Debtor was estimated to have
assets and liabilities of less than $1 million. Judge Stacey G.
Jernigan oversees the case. Eric A. Liepins, P.C., is the Debtor's
bankruptcy counsel.
LEGACY JH762: U.S. Trustee Objects to First Amended Disclosures
---------------------------------------------------------------
The United States Trustee objects to the disclosure statement and
proposed plan filed by debtors Legacy JH762, LLC and Cassandra Kay
McCord.
The U.S. Trustee points out that:
* The Disclosure Statement provides no discussion of the
individual debtor's source of income and whether she earns any
funds from employment or other sources. While the projections
reflect the receipt of Social Security income, the U.S. Trustee
notes that Ms. McCord received additional funds since July 2019 for
which no information is provided.
* The Disclosure Statement fails to provide any information on
the outstanding arrearages owed to the secured creditors and/or
whether any of the secured creditors previously initiated
foreclosure actions against the Debtors.
* The U.S. Trustee notes that the Debtor, Legacy JH762, LLC, is
delinquent with its payment of U.S. Trustee's fees and has no funds
to make such payments.
* According to the Disclosure Statement and Plan, the Debtors'
monthly plan payments total approximately $7,800. Based on the
monthly operating reports filed to date, the Debtors have a
combined average monthly income of $115. The U.S. Trustee submits
that the Debtors cannot fund the proposed plan.
* The Disclosure Statement fails to contain sufficient
information and projections relevant to the creditors' decision to
accept or reject the proposed plan.
* The United States Trustee shows the disclosure statement does
not contain adequate information as required by 11 U.S.C. Sec.
1125, which would permit a party in interest to reach an informed
judgment concerning the plan and moves the Court to enter an order
denying approval of the disclosure statement.
A full-text copy of the U.S. Trustee's objection to disclosure
statement dated March 12, 2020, is available at
https://tinyurl.com/w3awg2v from PacerMonitor at no charge.
About Legacy JH762 LLC
Legacy JH762, LLC owns three real properties in Pinehurst, N.C. and
Jupiter, Fla., having a total comparable sale value of $5.1
million.
Legacy JH762 filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-16308) on May 23,
2019. In the petition signed by James W. Hall, managing member,
the Debtor was estimated to have $5,100,100 in assets and
$3,456,044 in liabilities. David L. Merrill, Esq., at The
Associates, is the Debtor's counsel.
LEGACY JH762: Unsecureds to Get 100% in 60 Months
-------------------------------------------------
Legacy JH762, LLC and Cassandra Kay McCord filed a First Amended
Disclosure Statement explaining their Chapter 11 Plan of
Reorganization.
The Class 5 Allowed Secured Claim of Rushmore Loan Mgmt re: 60
Midland Road, Pinehurst, NC is impaired. Within 60 days of the
Effective Date, the Class 5 Claim secured by the Debtor's property
located at 60 Midland Road, Pinehurst, NC will be sold for fair
market value and the claims herein paid in full with the surplus
proceeds, being paid to the Legacy bankruptcy estate for the
benefit of all creditors therein OR if not sold in that timeframe,
surrendered to the creditor herein. Should there be insufficient
funds to pay the claims in full said claims shall be treated as a
part of the general unsecured class.
The Class 6 Allowed Secured Claim of JPMorgan Chase re: 14 Kenwood
Court, Pinehurst, NC is impaired. The Class 6 Claim secured by the
Debtor's property located at 14 Kenwood Court, Pinehurst, NC will
sold for fair market value or surrendered to the creditor who shall
have relief from the automatic stay upon the Effective Date herein.
Should the claims herein be paid in full the surplus proceeds
shall be paid to the Legacy bankruptcy estate for the benefit of
all creditors. In the event there are insufficient proceeds from
sale, the balance of the claims shall be treated in the general
unsecured class.
The First Amended Disclosure Statement states that the treatment of
Class 9 Allowed General Unsecured Claims as follows: On the
Effective Date, holders of Class 9 claims will be paid 100% of
their claims. Class 9 claims total $48,902, which will be paid
$815.04 monthly beginning in month 1 through month 60 of the Plan.
A full-text copy of the Disclosure Statement dated March 9, 2020,
is available at https://tinyurl.com/ue86h4f from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
David Lloyd Merrill, Esq.
THE ASSOCIATES
Harbour Financial Center
2401 PGA Boulevard Suite 280M
West Palm Beach, Florida 33410
Phone: +1.561.877.1111
About Legacy JH762 LLC
Legacy JH762, LLC owns three real properties in Pinehurst, N.C. and
Jupiter, Fla., having a total comparable sale value of $5.1
million.
Legacy JH762 filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-16308) on May 23,
2019. In the petition signed by James W. Hall, managing member,
the Debtor disclosed $5,100,100 in assets and $3,456,044 in
liabilities.
LINDBLAD EXPEDITIONS: S&P Cuts ICR to 'B+'; Ratings on Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Lindblad
Expeditions Holdings Inc. to 'B+' from 'BB-', and its issue-level
ratings one notch in conjunction with the downgrade. S&P also
placed all its ratings on CreditWatch with negative implications.
"We lowered our ratings on Lindblad because we expect leverage will
increase above our 4x downgrade threshold in light of lower
expected EBITDA this year. The downgrade reflects the likelihood
that Lindblad will have significantly higher leverage through 2021
compared to our previous base-case forecast. It stems from a rapid
decline in consumer sentiment toward travel and cruises, travel
restrictions and advisories, and quarantines in the face of the
coronavirus pandemic and suspension of operations through April 30.
Furthermore, we expect a global recession this year stemming from
the pandemic and that it could pressure consumer discretionary
spending on travel later this year and potentially into next year.
That would slow recovery even when the virus is contained. We
expect an EBITDA decline this year and debt for new ship
deliveries, increasing adjusted leverage above our 4x downgrade
threshold. It could remain elevated through 2021," S&P said.
"In resolving the CreditWatch, we plan to update our base-case
forecast for EBITDA, cash flow, and leverage in light of the
suspension of operations and weak demand for cruises and travel. We
will assess the potential for recovery next year. We will monitor
all news and related events and incorporate any new information
into our analysis," the rating agency said.
LIVE NATION: Moody's Cuts CFR to Ba3 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Live Nation Entertainment,
Inc.'s corporate family rating to Ba3 from Ba2, probability of
default rating to Ba3-PD from Ba2-PD, senior secured credit
facilities ratings to Ba2 from Ba1, and senior unsecured notes
ratings to B1 from Ba3, and changed the outlook to negative from
stable. The speculative grade liquidity rating was maintained at
SGL-1.
"The downgrade reflects expectations that the postponements or
cancellations of live events associated with the spread of the
coronavirus will materially weaken Live Nation's financial results
and credit metrics in 2020", said Peter Adu, Moody's Vice President
and Senior Analyst. "The negative outlook signals the potential for
further rating changes if the coronavirus outbreak impacts demand
for live entertainment in the busy summer months and onwards", Adu
added.
Ratings Downgraded:
Corporate Family Rating, to Ba3 from Ba2
Probability of Default Rating, to Ba3-PD from Ba2-PD
$300M Senior Secured Revolving Credit Facility due 2024, to Ba2
(LGD2) from Ba1 (LGD2)
$100M Senior Secured Revolving Credit Facility due 2024, to Ba2
(LGD2) from Ba1 (LGD2)
$100M Senior Secured Multi Currency Revolving Credit Facility
due 2024, to Ba2 (LGD2) from Ba1 (LGD2)
$400M Senior Secured Delayed Draw Term Loan A due 2024, to Ba2
(LGD2) from Ba1 (LGD2)
$950M Senior Secured Term Loan B due 2026, to Ba2 (LGD2) from
Ba1 (LGD2)
$575M Senior Unsecured Notes due 2024, to B1 (LGD4) from Ba3
(LGD4)
$300M Senior Unsecured Notes due 2026, to B1 (LGD4) from Ba3
(LGD4)
$950M Senior Unsecured Notes due 2027, to B1 (LGD4) from Ba3
(LGD4)
Rating Unchanged:
Speculative Grade Liquidity Rating, SGL-1
Outlook Action:
Outlook, Changed to Negative from Stable
RATINGS RATIONALE
Live Nation's Ba3 CFR benefits from: (1) good market position,
enhanced by established relationships with performing artists which
create substantial entry barriers; (2) predictable cash flow due to
its established platform for concert promotions and ticketing; (3)
very good liquidity; and (4) good growth prospects especially in
emerging markets, where there is growing consumption of live events
as middle class incomes rise. The rating is constrained by: (1)
potential significant negative impact of the coronavirus outbreak
on its profitability; (2) a lack of publicly articulated capital
structure target and risks that its acquisition growth strategy
will elevate leverage periodically; (3) expectations that leverage
will be sustained towards 5x (4.1x for 2019 pro forma for recent
acquisitions and convertible notes issuance) through the next 12 to
18 months; and (4) event risks, such as new ticketing competitors
and regulatory changes addressing the company's substantial market
position or mandated consumer protection initiatives.
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The live
entertainment sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. Live Nation remains vulnerable to the outbreak
continuing to spread. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. The action reflects the
impact on Live Nation of the breadth and severity of the shock, and
the broad deterioration in credit quality it has triggered.
Live Nation's social risk is elevated. The coronavirus is expected
to materially impact operations in the live entertainment sector
and in turn Live Nation's earnings, given the company's sensitivity
to consumer discretionary incomes. The company will become more
vulnerable if the outbreak continues to spread into the summer
months. The company's market position attracts periodic adverse
publicity related to both consumer protection and anti-competitive
behavior. Some consumer protection issues arise from situations in
which professional resellers use their competitive advantage to
access large quantities of tickets, and individual consumers get
priced out of the market. These lead to periodic calls for
regulatory intervention and although the company has not been
sanctioned, credit concerns exist.
Live Nation's governance risk is elevated. The company has a
growth-by-acquisition strategy, which is not supported with a
publicly disclosed leverage target. This creates uncertainty as to
the extent to which leverage will rise with future acquisitions.
Live Nation has very good liquidity (SGL-1). Sources approximate
$2.4 billion while it has $10 million of mandatory term loan
repayments in the next 12 months. Liquidity is supported by cash of
about $2 billion (including $400 million proceeds from recent
convertible notes issue but net of $838 million in ticketing client
cash), expected breakeven to positive free cash flow in the next 12
months, and $416 million of availability under its $500 million
multi revolving credit facility that matures in October 2024 (none
drawn but there is $84 million of letters of credit outstanding).
The company's revolver is subject to a net leverage covenant and
cushion is expected to exceed 30% through the next four quarters.
Live Nation has limited ability to generate liquidity from asset
sales.
The negative outlook reflects expectations that a further rating
downgrade will occur if the impact of the spread of the coronavirus
is more severe than now anticipated and significantly pressures
demand for live entertainment beyond June 2020.
For an upgrade to be considered, the company must continue to
demonstrate stable operating performance and maintain very good
liquidity while sustaining Debt/EBITDA below 4x (pro forma 4.1x for
2019) and FCF/Debt above 10% (pro forma 4% for 2019). The ratings
could be downgraded if business fundamentals weaken as a result of
the coronavirus outbreak, evidenced by material revenue and EBITDA
declines or if Debt/EBITDA is sustained above 5x (pro forma 4.1x
for 2019) and FCF/Debt below 0% (pro forma 4% 2019). Weak
liquidity, likely due to an expectation of negative free cash flow
for a protracted period could also cause a downgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Live Nation Entertainment, Inc., headquartered in Beverly Hills,
California, operates a leading live entertainment ticketing and
marketing company (Ticketmaster), and owns, operates and/or
exclusively books venues and promotes live entertainment with
operations in North America, Europe, Asia and South America.
Revenue for the year ended December 31, 2019 was $11.5 billion.
LONESTAR RESOURCES: S&P Cuts ICR to 'CCC+' on Tightening Liquidity
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Lonestar
Resources U.S. Inc. to 'CCC+' from 'B-'. S&P lowered the rating on
the unsecured notes to 'CCC+' from 'B' and revised its recovery
rating on the notes to '3' from '2'.
"In our opinion, there is the potential for Lonestar's liquidity to
weaken despite being well hedged in 2020 and 2021. The company
recently announced an increase in its hedged position in 2021 and
now has crude oil hedges covering 93% of consensus forecast oil
volumes and 88% of consensus forecast gas volumes hedged through
2021 which will provide for some cash flow certainty. However, we
think, given current market conditions, there is a chance that the
company's borrowing base on its revolving credit facility, which is
about 85% drawn, could be cut in the spring which will further
constrain liquidity and drilling and completion activity," S&P
said.
The negative outlook reflects S&P's expectation for weakening
liquidity resulting from lower hydrocarbon prices despite the
company being well hedged through 2021. Due to lower bank price
decks, the company's borrowing base has the potential to be reduced
at its spring redetermination therefore further reducing liquidity.
Additionally, S&P thinks there is increased risk of the company
executing a transaction that it could view as distressed given
current capital market conditions.
"We could lower the rating if Lonestar's liquidity weakens further
or if the company announces a transaction that we would view as
distressed. Such a scenario is possible if Lonestar continues to
outspend cash flow or the company's borrowing base is cut," S&P
said.
"We could revise the outlook to stable if we no longer expected
Lonestar to outspend cash flow and its liquidity improved. We could
also revise the outlook if we no longer viewed the company to
execute on a transaction that we would view as distressed. This
would likely occur if hydrocarbon prices increased and access to
capital markets improved," the rating agency said.
LPL HOLDINGS: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
---------------------------------------------------------------
S&P Global Ratings placed the long-term issuer credit rating and
all issue ratings on Kestra Advisor Services Holdings A Inc.,
Advisor Group Holdings Inc., and Aretec Group Inc. on CreditWatch
with negative implications.
S&P also revised the outlook on LPL Holdings Inc. to negative from
stable and affirmed the 'BB+' long-term issuer credit rating, as
well as the 'BB+' senior secured and the 'BB' senior unsecured
issue ratings.
RATIONALE
Facing a heightened risk of recession in the U.S. (and worldwide)
linked to the novel coronavirus (Covid-19) pandemic, the Fed has
cut short-term interest rates by 150 basis points (bps) in two
separate moves since mid-February. Short-term interest rates in the
U.S. are now close to zero (compared with 1.5% in mid-February).
This will hurt retail brokers' revenues as they sweep brokerage
client cash to third-party banks and get remunerated out of it.
Brokerage cash balances may increase as customers hesitate to
engage in the markets given very high volatility, but this may be
only temporary and constitutes a small mitigating factor. According
to some preliminary assumptions, the run-rate full-year impact on
EBITDA will be massive, ranging from -15% to -35%, depending on the
company. Companies that hedge part of their sweep revenues against
a drop in rates (such as LPL Holdings, for example) will likely see
the lowest drop in EBITDA. S&P assumes that short-term rates in the
U.S. will remain at this very low level until the end of the year
and that the EBITDA loss for these companies will be significant.
U.S. stock indices have already lost 30% from their mid-February
2020 peaks, and U.S retail brokers' earnings will suffer another
blow. First, asset-based fees on customers' managed assets will
drop as customers' portfolios lose value (asset-based fees are
generally computed quarterly based on quarter-end valuations).
Second, mutual funds and annuity commissions paid over time by
product sponsors to retail brokers based on customers' managed
assets will also reduce as customers' portfolio shrink. Should the
S&P500 Index remain around 2,400 (its closing level as of March 18)
until the end of the year, S&P estimates companies could lose an
additional 10% to 15% of EBITDA (full-year impact).
"Overall, the Fed rate cut combined with plunging stock prices is a
major setback for U.S. retail brokers, in our opinion. Some have
already started implementing cost-cutting measures, but it is
unlikely, in our view, that the mitigating measures could absorb
the full scale of EBITDA likely losses. Our central scenario is for
leverage ratios such as debt to EBITDA and interest coverage
metrics (such as EBITDA interest coverage) to deteriorate from 2019
to levels that may not be consistent with the current ratings," S&P
said.
Some companies have already started drawing on their revolver
preemptively to bolster their liquidity resources. This has
activated springing (and in some cases, tight) debt covenants,
based on debt to EBITDA and EBITDA interest coverage. Cushions to
meet debt covenants may reduce as stock markets keep falling.
"Against this backdrop, we believe LPL Holdings is less vulnerable
than peers to a deterioration of market conditions. First of all,
the company is less leveraged than private-equity-owned peers, with
2019 credit agreement net debt to EBITDA at 2x, and we estimate
that debt to EBITDA could slightly exceed 3x should short-term
rates remain at zero and the S&P500 Index average around 2,400
through the year, absent any reduction in share repurchases. This
compares with a maximum debt to EBITDA of 5x under LPL Holdings'
revolver debt covenant, leaving the company with ample cushion to
cope with deteriorating conditions. Second, and contrary to peers,
the company had hedged about 50% of its cash-sweep revenues from a
decrease in short-term interest rates, reducing the impact of the
150-bps Fed rate cut," S&P said.
CREDITWATCH (Kestra, Advisor Group, Aretec)
The CreditWatch placement on Kestra, Advisor Group, and Aretec
reflects the expected deterioration in companies' earnings, which
will put pressure on leverage and debt service coverage metrics
versus S&P's previous expectations.
S&P will resolve the CreditWatch placement in the next few weeks
when it gathers enough information about each company on the
following aspects:
-- The full impact of the 150-bps rate cut, factoring in hedging
mitigating measures, if any
-- The full impact of the decline in stock prices as the situation
remains fluid
-- Mitigating measures put in place to reduce expenses
-- Specific debt covenants on existing debt and on revolvers and
the likelihood that these covenants might be breached if current
difficult market conditions persist
"We could lower the ratings if, following our review, we project
debt service coverage and earnings will deteriorate substantially,
or if we believe the probability of breaching debt covenants has
materially increased," S&P said.
"Conversely, we could affirm the ratings if we believe there are
enough mitigating measures to offset, at least partially, the
impact of deteriorating market conditions," the rating agency
said.
OUTLOOK (LPL Holdings)
The negative outlook on LPL Holdings reflects the expected
deterioration in earnings and the potential that the company
operates with debt to EBITDA (as defined by the firm's credit
agreement) above 3.0x over the next 12 months.
DOWNSIDE SCENARIO
S&P could lower the rating over the next 12 months if the company's
leverage (as defined by the firm's credit agreement) increases over
3.0x, either because of deteriorating market conditions or
aggressive financial management. S&P could also lower the ratings
if excess liquidity at the parent company diminishes.
UPSIDE SCENARIO
An upgrade is a remote possibility in the current market
conditions.
RATINGS LIST
CreditWatch Action
To From
Kestra Advisor Services Holdings A, Inc.
Issuer Credit Rating B+/Watch Neg/-- B+/Stable/--
Senior Secured B+/Watch Neg B+
Aretec Group, Inc.
Issuer Credit Rating B/Watch Neg/-- B/Stable/--
Senior Secured B/Watch Neg B
Senior Secured CCC+/Watch Neg CCC+
Advisor Group Holdings, Inc.
Issuer Credit Rating B/Watch Neg/-- B/Stable/--
Senior Secured B/Watch Neg B
Senior Unsecured CCC+/Watch Neg CCC+
Senior Secured B/Watch Neg B
Ratings Affirmed; Outlook Revision
LPL Holdings Inc.
Issuer Credit Rating BB+/Negative/-- BB+/Stable/--
Ratings Affirmed
LPL Holdings Inc.
Senior Secured BB+
Senior Unsecured BB
MAD DOGG ATHLETICS: Hymanson Objects to Disclosure Statement
------------------------------------------------------------
Hymanson, Inc., d/b/a Bodyblade, a secured judgment creditor of
debtor Mad Dogg Athletics, Inc., objects to the Disclosure
Statement for the Debtor's Plan of Reorganization, stating as
follows:
* An accurate description of Debtor's assets and their values is
essential to enabling creditors to make an informed decision on the
Plan as hypothetical investors and to determine whether the Plan
satisfies the best interest of creditors test. Here, Debtor’s
description of its assets and their values is woefully inadequate
and purposefully misleading.
* The Debtor appears to have deliberately failed to accurately
and completely disclose all transfers made to Baudhuin and his
entities in Debtor's Statement of Financial Affairs. In the
Disclosure Statement, the Debtor does not even describe the basic
rights the estate has to avoid or challenge these transactions that
are voidable and/or recoverable as to Union Bank and the entity
and/or person for whose benefit they were made-Syrac and Baudhuin.
* Given the aforementioned release/abandonment of avoidance
actions that Debtor is attempting, which will prevent avoidance and
recovery of millions of dollars' worth of transfers just with
respect to the corporate guarantees Baudhuin caused the Debtor to
give to Union Bank in favor of his Insider companies, Debtor must
be required to furnish more information about such entities and
their financial position to enable creditors to understand the risk
of the contingent guarantees in favor of Union Bank coming due
during the life of the Plan.
* The Plan violates the absolute priority rule in that it allows
Baudhuin to retain his shareholder interest in the Debtor while not
paying 100% of the present value of the claims of unsecured
creditors and without any market testing of the value of such
interest, in violation of LaSalle. Moreover, as will be shown in
connection with confirmation, the supposed new value contribution
of Baudhuin is wholly insufficient.
* The Court should not confirm a plan that is so uncertain as to
Hymanson’s treatment such that there will be continuing
litigation post-confirmation between the parties.
A full-text copy of Hymanson's objection to the Disclosure
Statement dated March 5, 2020, is available at
https://tinyurl.com/tayyuup from PacerMonitor at no charge.
Attorneys for Hymanson:
Robert P. Goe
Charity J. Manee
GOE FORSYTHE & HODGES LLP
18101 Von Karman Avenue, Suite 1200
Irvine, CA 92612
Telephone: (949) 798-2460
Facsimile: (949) 955-9437
E-mail: rgoe@goeforlaw.com
cmanee@goeforlaw.com
About Mad Dogg Athletics
Mad Dogg Athletics, Inc. -- https://www.maddogg.com/ -- offers a
comprehensive portfolio of fitness equipment, programming, and
education. The company manufactures home Spinner bikes, Pilates and
functional training equipment, and a complete line of
Spinning-branded apparel and accessories. With its business founded
in 1994 in Los Angeles, California, Mad Dogg operates from its
corporate headquarters in Venice, California.
Mad Dogg Athletics sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 19-18730) on July 26, 2019. In the petition signed by CEO
John R. Baudhuin, the Debtor was estimated to have $1 million to
$10 million in assets and $10 million to $50 million in
liabilities. The case is assigned to Judge Julia W. Brand. David
S. Kupetz, Esq., at SULMEYER KUPETZ, serves as the Debtor's
bankruptcy counsel. Ardent Law Group, P.C., is special litigation
counsel.
MAIN EVENT: S&P Downgrades ICR To 'CCC+', Outlook Negative
----------------------------------------------------------
S&P Global Ratings downgrades Main Event Entertainment Inc. to
'CCC+' from 'B-' to reflect its view that the anticipated sharp
decline in revenues could result in an unsustainable capital
structure. The outlook is negative.
At the same time, S&P lowered its issue-level rating on Main
Event's $225 million credit facility, consisting of a first-lien
term loan, delayed-draw term loan, and revolver, to 'CCC+' from
'B-'. S&P's '3' recovery rating on this debt is unchanged.
"The downgrade reflects our view that Main Event's profitability
will steeply decline over the next 12 months. Ardent Leisure
(ALG), the parent company of Main Event, has withdrawn its guidance
for Main Event's fiscal 2020 performance, citing reduction in
attendance and revenue as a consequence of the COVID-19 outbreak.
We believe the virus will lead to a sharp decline in revenue for
the second half of fiscal 2020 as the company shuts down its
centers for at least two weeks," S&P said.
The negative outlook considers uncertainty around the magnitude and
duration of the COVID-19 outbreak, including the duration of store
closures at Main Event.
"We could lower the rating if operating conditions worsen such that
we expect a restructuring event in the next 12 months. We could
also lower the rating if we expect worsening liquidity or believe
the company will violate its covenant. This could occur if store
closures are prolonged well beyond the minimum anticipated two
weeks," S&P said.
"Although unlikely given our performance expectations amid the
current macroeconomic environment, we could raise the rating if we
believe the capital structure is sustainable in the long term. This
could occur, for example, if Main Event opens its stores again in
April and is met with strong demand from consumers," S&P said.
MARQUIS ENTERPRISES: Seeks Approval to Hire Bankruptcy Attorney
---------------------------------------------------------------
Marquis Enterprises, LLC seeks authority from the U.S. Bankruptcy
Court for the Western District of New York to employ an attorney in
connection with its Chapter 11 case.
The Debtor proposes to employ James Joyce, Esq., an attorney based
in Lancaster, N.Y., to provide these services:
a. advise the Debtor of its right, duties and powers under the
Bankruptcy Code;
b. prepare and file statements, schedules, bankruptcy plans and
other documents or pleadings;
c. represent the Debtor in all hearings, meetings of creditors,
conferences, trials and other proceedings in its bankruptcy case;
and
d. provide other legal services necessary to administer the
case.
The attorney will be paid an hourly fee of $250 and will receive
reimbursement for work-related expenses incurred.
Mr. Joyce disclosed in court filings that he neither holds nor
represents any interest adverse to the Debtor's bankruptcy estate.
Mr. Joyce holds office at:
4733 transit Road
Lancaster, NY 14043
Tel: (716) 656-0600
Fax: (716) 656-0607
Email: jmjoyce@lawyer.com
About Marquis Enterprises
Marquis Enterprises, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-11978) on Sept. 25,
2019. At the time of the filing, the Debtor was estimated to have
estimated assets of between $100,001 and $500,000 and liabilities
of less than $50,000. The case is assigned to Judge Carl L. Bucki.
The Debtor is represented by James M. Joyce, Esq.
MCDERMOTT INTERNATIONAL: Hires AlixPartners as Financial Advisor
----------------------------------------------------------------
McDermott International, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ AlixPartners, LLP, as financial advisor to the
Debtors.
McDermott International requires AlixPartners to:
a. manage liquidity, including determining weekly disbursement
levels, and develop a short-term operating plan designed to
maximize liquidity while maintaining the efficiency of the
Debtors' operations, sustaining vendor relationships, and
minimizing the impact on the Debtors' customer base;
b. support management team and its advisors develop and assess
strategic alternatives;
c. manage the advisors who are assisting the Debtors in its
exploration of strategic alternatives or who are working
for the Debtors' stakeholders;
d. prepare and approve budgets and cash forecasts and evaluate
variances thereto, as required by the Debtors' lenders;
e. develop communication plans, communicate with, and meet
information needs of, the Debtors' stakeholders, including
existing and potential lenders;
f. provide support to Debtors' finance function including
oversight of cash receipts and disbursements forecasting,
variance tracking and reporting, cash and liquidity
management, and compiling information as needed to present
to the Debtors' stakeholders;
g. develop the Debtors' revised business plan, and such other
related forecasts as may be required by the Debtors'
lenders in connection with negotiations or by the Debtors
for other corporate purposes;
h. design, negotiate and implement a restructuring strategy
designed to maximize enterprise value;
i. create and communicate diligence materials and manage the
flow of information to potential acquirers in connection a
potential sale of the Debtors' assets; and
j. assist with such other matters as may be requested by the
Board and the Chief Executive Officer and are mutually
agreeable.
AlixPartners will be paid at these hourly rates:
AlixPartners will be paid at these hourly rates:
Managing Director $990 to $1,165
Director $775 to $945
Senior Vice President $615 to $725
Vice President $440 to $600
Consultant $160 to $435
Paraprofessional $285 to $305
AlixPartners and APS will be paid a Success Fee of $5,000,000 upon
the earliest to occur of any of the following: (a) completion of a
restructuring through confirmation of a chapter 11 plan of
reorganization, (b) the consummation of any out of court
recapitalization or restructuring (through a single transaction or
series of transactions) of the majority of the Debtors' debt, or
(c) consummation of one or more transactions, in any form, that
effectively transfers a majority of the business as a going concern
to another entity or entities.
Prior to the Petition Date, AlixPartners and APS received a
retainer payment of $1,000,000.00 (the "Retainer"). Prior to the
Petition Date, APS and AlixPartners applied $334,558.41 of the
Retainer for prepetition fees and expenses. The current balance of
the Retainer that APS and AlixPartners are jointly holding is
$665,441.59. In the ninety (90) days prior to the Petition Date,
including the Retainer described above, the Debtors paid APS and
affiliates a total of approximately $8,279,495.00 incurred in
providing services to the Debtors in contemplation of, and in
connection with, prepetition restructuring activities.
AlixPartners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Esben Christensen, managing partner of AlixPartners, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
AlixPartners can be reached at:
Esben Christensen
ALIXPARTNERS, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Tel: (212) 490-2500
Fax: (212) 490-1344
About McDermott International
Headquartered in Houston, Texas, McDermott (NYSE: MDR) --
http://www.mcdermott.com/-- is a provider of engineering,
procurement, construction and installation and technology solutions
to the energy industry. Its common stock was/is listed on the New
York Stock Exchange under the trading symbol MDR.
As of Sept. 30, 2019, McDermott had $8.75 billion in total assets,
$9.86 billion in total liabilities, $271 million in redeemable
preferred stock, and a total stockholders' deficit of $1.38
billion.
On Jan. 21, 2020, McDermott International announced that it has the
support of more than two-thirds of all its funded debt creditors
for a restructuring transaction that will equitize nearly all the
Company's funded debt, eliminating over $4.6 billion of debt.
McDermott solicited votes from its lenders and bondholders in
support of a prepackaged Chapter 11 Plan of Reorganization and
commenced the prepackaged Chapter 11 later in the day, on Jan. 21,
2020 in the U.S. Bankruptcy Court for the Southern District of
Texas.
McDermott International and 224 affiliates on Jan. 21 and 22, 2020,
filed Chapter 11 bankruptcy petitions (Bankr. Lead Case No.
20-303360).
The Hon. Marvin Isgur is the case judge.
The Debtors tapped KIRKLAND & ELLIS LLP (NEW YORK) as general
bankruptcy counsel; JACKSON WALKER L.L.P. as local counsel;
ALIXPARTNERS, LLP as restructuring advisor; AP SERVICES, LLC as
operational advisor; ARIAS, FABREGA & FABREGA as Panamanian
counsel; and BAKER BOTTS L.L.P. as corporate counsel. PRIME CLERK
is the claims agent, maintaining the page
https://cases.primeclerk.com/mcdermott
MCDERMOTT INTERNATIONAL: Seeks to Hire AP Services as CTO
---------------------------------------------------------
McDermott International, Inc., has filed an amended application
with the U.S. Bankruptcy Court for the Southern District of Texas
seeking approval to hire John R. Castellano of AP Services, LLC, as
chief transformation officer to the Debtors.
On February 19, 2020, the Debtors filed the application to retain
APS and designate Mr. Castellano as the CTO (the "February
Application").
On February 24, 2020, the Court held a hearing to consider various
second day matters (the "Second Day Hearing"). Although it was not
scheduled for the Second Day Hearing, the Court expressed
displeasure with the February Application. On March 2, 2020, in
response to the Court's comments, AlixPartners, LLP, an affiliate
of APS ("AlixPartners"), APS, and Mr. Castellano filed the Notice
Regarding the Debtors' Application for Entry of an Order
Authorizing the (I) Retention of AP Services and (II) Designation
of John C. Castellano as Chief Transformation Officer of the
Debtors (the "Notice"). As contemplated in the Notice, the Revised
Application is a revised application for APS and Mr. Castellano for
the CTO Retention.
The Debtors and APS entered into the Engagement Letter, which
governs the relationship between the parties. The terms and
conditions of the Engagement Letter were negotiated in good faith
and arm's-length between the Debtors and APS and reflects the
parties' mutual agreement as to the substantial efforts that will
be required under the engagement. Additionally, in accordance with
the Second Amendment dated March 10, 2020, effective as of the
Petition Date, the services of APS shall be divided between two
entities. APS shall continue to provide the services of Mr.
Castellano as CTO, while an affiliate of APS, AlixPartners, shall
provide the remainder of the tasks enumerated in the Engagement
Letter under a separate retention of AlixPartners filed
contemporaneously herewith (the "AlixPartners Retention").
As the CTO, reporting to the Debtors' Chief Executive Officer and
board of directors (the "Board"), and working collaboratively with
the senior management team, the Board, and other professionals of
the Debtors, Mr. Castellano will assist the Debtors in evaluating
and implementing strategic and tactical options through the
restructuring process, in addition to the ordinary course duties of
a CTO (the "CTO Retention").
Mr. Castellano's hourly rate, subject to periodic adjustment, is
$1,080.
AlixPartners and APS will be paid a Success Fee of $5,000,000 upon
the earliest to occur of any of the following: (a) completion of a
restructuring through confirmation of a chapter 11 plan of
reorganization, (b) the consummation of any out of court
recapitalization or restructuring (through a single transaction or
series of transactions) of the majority of the Debtors' debt, or
(c) consummation of one or more transactions, in any form, that
effectively transfers a majority of the business as a going concern
to another entity or entities.
Prior to the Petition Date, AlixPartners and APS received a
retainer payment of $1,000,000.00 (the "Retainer"). Prior to the
Petition Date, APS and AlixPartners applied $334,558.41 of the
Retainer for prepetition fees and expenses. The current balance of
the Retainer that APS and AlixPartners are jointly holding is
$665,441.59. In the ninety (90) days prior to the Petition Date,
including the Retainer described above, the Debtors paid APS and
affiliates a total of approximately $8,279,495.00 incurred in
providing services to the Debtors in contemplation of, and in
connection with, prepetition restructuring activities.
John R. Castellano of AP Services, LLC, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
AP Services can be reached at:
John R. Castellano
AP SERVICES, LLC
909 Third Avenue, Floor 30
New York, NY 10022
Tel: (212) 490-2500
Fax: (212) 490-1344
About McDermott International
Headquartered in Houston, Texas, McDermott (NYSE: MDR) --
http://www.mcdermott.com/-- is a provider of engineering,
procurement, construction and installation and technology solutions
to the energy industry. Its common stock was/is listed on the New
York Stock Exchange under the trading symbol MDR.
As of Sept. 30, 2019, McDermott had $8.75 billion in total assets,
$9.86 billion in total liabilities, $271 million in redeemable
preferred stock, and a total stockholders' deficit of $1.38
billion.
On Jan. 21, 2020, McDermott International announced that it has the
support of more than two-thirds of all its funded debt creditors
for a restructuring transaction that will equitize nearly all the
Company's funded debt, eliminating over $4.6 billion of debt.
McDermott solicited votes from its lenders and bondholders in
support of a prepackaged Chapter 11 Plan of Reorganization and
commenced the prepackaged Chapter 11 later in the day, on Jan. 21,
2020 in the U.S. Bankruptcy Court for the Southern District of
Texas.
McDermott International and 224 affiliates on Jan. 21 and 22, 2020,
filed Chapter 11 bankruptcy petitions (Bankr. Lead Case No.
20-303360).
The Hon. Marvin Isgur is the case judge.
The Debtors tapped KIRKLAND & ELLIS LLP (NEW YORK) as general
bankruptcy counsel; JACKSON WALKER L.L.P. as local counsel;
ALIXPARTNERS, LLP as restructuring advisor; AP SERVICES, LLC as
operational advisor; ARIAS, FABREGA & FABREGA as Panamanian
counsel; and BAKER BOTTS L.L.P. as corporate counsel. PRIME CLERK
is the claims agent, maintaining the page
https://cases.primeclerk.com/mcdermott
MEDICAL DIAGNOSTIC: Meyers Law Also Representing Robert McCarver MD
-------------------------------------------------------------------
In the Chapter 11 cases of The Medical Diagnostic Imaging Group,
Ltd. and MDIG of Arizona, LLC, the law firm of Meyers Law, PLLC
submitted an amended verified statement under Rule 2019 of the
Federal Rules of Bankruptcy Procedure, to disclose an updated list
of creditors that it is representing.
The Firm had previously been retained to represent Christian Ingui,
M.D. and Alan Osumi, M.D. in the above-captioned Chapter 11 Cases.
Subsequent to the date of the Firm's original Verified Statement
pursuant to Rule 2019 filed herein on or about February 12, 2020,
the Firm has been retained to represent Robert McCarver, M.D. in
addition to Christian Ingui, M.D. and Alan Osumi, M.D.
The Firm only represents the Creditors in the Chapter 11 Cases.
The Creditors are the only creditors or other parties in interest
in the Chapter 11 Cases for which the Firm is required to file a
Verified Statement pursuant to Rule 2019.
As of March 18, 2020, the Creditor's and their disclosable economic
interests are:
* Christian Ingui, M.D.
4300 E. Taurus Place
Chandler, AZ 85249
Scheduled Priority Claim(s): $13,650.00
Scheduled Non-Priority Claim(s): $176,988.50
(Note: Amounts above do not include any post-filing
Administrative claims against either debtor)
33.33% equity interest in the Medical Diagnostic Imaging Group,
LTD
* Alan Osumi, M.D.
721 N. 3rd St.
Globe, AZ 86501
Scheduled Priority Claim(s): $13,650.00
Scheduled Non-Priority Claim(s): $185,231.50
(Note: Amounts above do not include any post-filing
Administrative claims against either debtor)
33.33% equity interest in the Medical Diagnostic Imaging Group,
LTD
* Richard R. McCarver, M.D.
1671 East Brigadier Court
Gilbert, AZ 85298
Scheduled Priority Claim(s): $13,650.00
Scheduled Non-Priority Claim(s): $185,973.50
(Note: Amounts above do not include any post-filing
Administrative claims against either debtor)
33.33% equity interest in the Medical Diagnostic Imaging Group,
LTD
Nothing contained in the Amended Verified Statement is intended or
shall be construed to constitute (i) a waiver or release of the
rights of the Creditors to have any final order entered by, or
other exercise of the judicial power of the United States performed
by, an Article III court; (ii) a waiver or release of the rights of
the Creditors to have any and all final orders in any and all
non-core matters entered only after de novo review by a United
States District Judge; (iii) consent to the jurisdiction of the
Court over any matter; (iv) an election of remedy; (v) a waiver or
release of any rights the Creditors may have a jury trial; (vi) a
waiver or release of the right to move to withdraw the reference
with respect to any mater or proceeding that may be commenced in
the Chapter 11 Cases against or otherwise involving the Creditors;
or (vii) a waiver or release of any rights, claims, actions,
defenses, setoffs or recoupments to which the Creditors may be
entitled, in law or in equity, under any agreement or otherwise,
with all of the which rights, claims, actions, defenses, setoffs or
recoupments being expressly reserved.
The Firm reserves the right to amend or supplement this Amended
Verified Statement in accordance with the requirements of
Bankruptcy Rule 2019.
The Firm can be reached at:
Meyers Law, PLLC
Howard C. Meyers, Esq.
2810 North Third Street
Phoenix, AZ 85004
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/Uqyipo and https://is.gd/R66VYf
About Medical Diagnostic
The Medical Diagnostic Imaging Group, Ltd., a provider of
diagnostic radiology services, and its affiliate MDIG of Arizona,
LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ariz. Case Nos. 19-15722 and 19-15726) on Dec. 16,
2019.
On Dec. 23, 2019, MDIG of Pennsylvania, LLC and MDIG of Washington,
PLLC filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Case
Nos. 19-16025 and 19-16026).
At the time of the filing, the Debtors each disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Medical Diagnostic, MDIG of Pennsylvania and MDIG of Washington are
represented by Michael W. Carmel, Ltd. while MDIG of Arizona is
represented by Stinson LLP.
On Jan. 13, 2020, the Office of the U.S. Trustee appointed
creditors to serve on the official committee of unsecured creditors
in Medical Diagnostic's Chapter 11 case. The committee tapped
Perkins Coie LLP as its legal counsel, and Resolute Commercial
Services as its financial advisor.
Susan Goodman of JD Pivot Health Law was appointed as patient care
and consumer privacy ombudsman.
MJW FILMS: Creditors Committee Proposes Alternate Plan
------------------------------------------------------
The Official Committee of Unsecured Creditors of MJW Films, LLC and
J Wick Productions filed a Joint Plan of Reorganization and a
Disclosure Statement for the Debtors.
While the Committee initially supported the J Wick Plan because in
part the Committee hoped it would expeditiously bring finality to
the J Wick case, and at the time the outcome of the MJW case was
unclear at best, the Committee withdraws its support of the J Wick
Plan because the Committee believes it to no longer viable in
light of circumstances in the Cases and believes its Plan is in
the best interest of creditors. Unlike the J Wick Plan, the
Committee's Plan applies to J Wick and MJW and directly impacts
creditors and other parties-in-interest of both Cases.
Class A3 General Unsecured Claims are anticipated to total
$1,125,793.
In the Chapter 11 cases, a large portion of the funds available for
distribution to creditors under the Committee's Plan derive from J
Wick's share of revenues of the John Wick film. MJW holds 50% of
the equity in J Wick, so after J Wick creditors are paid, J Wick
can make distributions to MJW based on that equity. Certain
creditors, namely, Michael Singer, Diamond Family Holdings, LLC,
and RMS Family, LLC, have asserted they hold (1) claims secured by
distributions from J Wick based on the revenues from the John Wick
film, and/or (2) claims secured by distributions from MJW based on
the distributions on account of its equity in J Wick. Whether, and
to what extent, those claims are secured directly impacts all
creditors of both estates, likely lessening other creditors'
recovery and delaying distributions on account of their claims.
The Committee believes that under Section 506 of the Bankruptcy
Code, as of the Petition Date, the value of the collateral securing
the claims of Mr. Singer, Diamond Family, and RMS is zero because
there were no pending equity distributions when the Debtors filed
the cases. Prepetition liens do not reach revenues received by the
Debtors postpetition under Section 552. The Committee's Plan
therefore treats Mr. Singer, Diamond Family, and RMS as unsecured
creditors of MJW, separately classified in their own classes. By
treating them as such, unsecured creditors of both estates are
treat fairly and equitably.
Class A3 General Unsecured Claims against J Wick Productions are
anticipated to total $1,125,793. Allowed Class A3 claims will be
paid pro rata from the J Wick & MJW Recovery Fund until such time
as they are satisfied in full. Payments to Class A3 will commence
within 90 days after allowed Class A1 Administrative Claims and A2
Priority Unsecured Claims are paid in full. In the alternative,
the Plan Agent may in its sole discretion, commence payments to
holders of Class A3 claims early while reserving such funds as are
necessary to fully satisfy any disputed Class A1 and/or A2 claims
pending allowance or disallowance of such claims.
Class A6 Equity Interests in J Wick consists of the entitlement to
distribution after the satisfaction of all administrative expenses
and creditors' claims allowed by the Bankruptcy Court against J
Wick. Equity interests are held 50% by Sam X. Eyde and 50% by MJW.
After satisfaction in full of allowed claims in Classes A1-A5, and
as amounts in the J Wick & MJW Recovery Fund become available, they
will be distributed by the Plan Agent to the equity holders as
follows: 50 cents on each dollar will be distributed to Mr. Eyde
and the other 50 cents on each dollar to Class B Claimants of the
MJW estate.
Class B8 General unsecured claims against MJW total $9,191,212.
Allowed Class B8 claims will be paid pro rata from Class A6
distributions until such time as they are satisfied in full.
Payments to Class B8 will commence within 90 days after Class B1
claims are paid in full.
Class B9 Equity Interests in MJW Films will be deemed cancelled and
holders of Class B6 claims shall not receive anything on account of
the Committee's Plan.
The Committee understands there are or will be within 1 year of the
Effective Date, approximately $3,819,000 to $4,396,000 in funds
derived from movie royalties available for the funding of this
Plan, depending on the release of the reserve fund for Chinese
Distribution Issues.
A full-text copy of the Disclosure Statement dated March 9, 2020,
is available at https://tinyurl.com/vxrkbpc from PacerMonitor.com
at no charge.
Counsel for Official Joint Committee of Unsecured Creditors:
Grant L. Cartwright, Esq.
Andrew A. Harnisch, Esq.
MAY, POTENZA, BARAN & GILLESPIE, P.C.
201 N. Central Avenue, Suite 2200
Phoenix, AZ 85004-0608
Telephone: (602) 252-1900
Facsimile: (602) 252-1114
E-mail: gcartwright@maypotenza.com
aharnisch@maypotenza.com
About MJW Films
MJW Films, LLC, and J Wick Productions, LLC, are movie production
companies based in Gilbert, Arizona. MJW Films and J Wick filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the
petitions signed by John Glassgow, designated representative, the
Debtors were estimated $1 million to $10 million in both assets and
liabilities.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 16, 2018. The committee is represented
by May, Potenza, Baran & Gillespie PC.
On July 3, 2019, the Debtor's prior bankruptcy counsel -- Patrick
A. Clisham, Esq., at Engelman Berger, P.C., -- was disqualified.
Accordingly, the Debtor hired Sacks Tierney P.A., as its new
bankruptcy counsel.
MONAKER GROUP: Borrows Additional $100,000 from Monaco Trust
------------------------------------------------------------
Monaker Group, Inc., borrowed an additional $100,000 from the
Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the
trustee and the chairman of the Board of Directors of the Company,
under the terms of an Amended and Restated Promissory Note. The
Amended and Restated Promissory in the amount of up to $2,700,000,
was entered into with the Monaco Trust on Dec. 9, 2019.
The amount owed pursuant to the Revolving Monaco Trust Note accrues
interest at the rate of 12% per annum (18% upon the occurrence of
an event of default) and is due and payable on April 1, 2020,
provided that the note may be prepaid at any time without penalty.
The Revolving Monaco Trust Note contains standard and customary
events of default.
As of March 17, 2020, the Revolving Monaco Trust Note has a balance
of $1,500,000 (including $100,000 borrowed on March 13, 2020) and
the amount remaining under the note of $1,200,000, can be accessed
by the Company on a revolving basis, at any time, prior to the
maturity date of the note, with the approval of the Monaco Trust.
About Monaker Group
Headquartered in Weston, Florida, Monaker Group, Inc. --
http://www.monakergroup.com/-- is a technology-driven travel
company
focused on delivering innovation to the alternative lodging rental
(ALR) market. The proprietary Monaker Booking Engine (MBE)
provides access to more than 2.6 million instantly bookable
vacation rental homes, villas, chalets, apartments, condos, resort
residences, and castles. MBE offers travel distributors and
agencies an industry first: a customizable, instant-booking
platform for alternative lodging rental.
As of Nov. 30, 2019, the Company had $10.02 million in total
assets, $3.30 million in total liabilities, and $6.72 million in
total stockholders' equity.
Thayer O'Neal Company, LLC, in Houston, Texas, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated June 13, 2019, citing that the Company has an
accumulated deficit and limited financial resources. This raises
substantial doubt about its ability to continue as a going concern.
MOUNTAIN STATES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mountain States Rosen LLC
920 7th Ave.
Greeley, CO 80634
Business Description: Mountain States Rosen LLC --
http://mountainstatesrosen.com/-- is a
privately held company in the animal
slaughtering and processing business.
Chapter 11 Petition Date: March 19, 2020
Court: United States Bankruptcy Court
District of Wyoming
Case No.: 20-20111
Judge: Hon. Cathleen D. Parker
Debtor's Counsel: Brad Hunsicker, Esq.
MARKUS WILLIAMS YOUNG & HUNSICKER LLC
106 E Lincolnway, Suite 300
Cheyenne, WY 82001
Tel: 307-778-8178
E-mail: bhunsicker@markuswilliams.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Brad Graham, president.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/cnbTTp
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. UFCW Local 174 $2,523,626
Pension Fund
c/o I E Shaffer & Co
830 Bear Tavern Road
P.O. Box 1028
West Trenton, NJ 08628
2. Formula 1 Feeds Inc. $720,568
4401 Wyalusing
New Albany Rd
New Albany, PA 18833
3. Reliable Transportation $267,670
Solutions
P.O. Box 507
Amelia, OH 45102
4. Weld County Treasurer $148,904
1400 N 17th Ave
Greeley, CO 80632
5. JBS USA Food $133,792
Company
1770 Promontory Circle
P.O. Box 336910
Greeley, CO 80633
6. Cryovac, Inc. $117,496
26081 Network Place
Chicago, IL
60673-1260
7. Catelli Brothers $113,315
P.O. Box 8877
Collingwoo, NJ 08108
8. International Paper $96,721
P.O. Box 676565
Dallas, TX
75267-6565
9. Coloradao Atlantic Express, LLC $74,555
6600 Smith Road
Denver, CO 80207
10. Republic Services #535 $52,025
PO Box 78829
Phoenix, AZ 85062
11. Packers Sanitation Services $45,934
PO Box 931397
Cleveland, OH 44193
12. Xcel Energy $45,888
PO Box 9477
MPLS, MN
55484-9477
13. Brown Line, LLC $38,717
P.O. Box 34026
Seattle, WA
98124-1026
14. QVest, LLC $37,318
P.O. Box 436
Guymon, OK 73942
15. Midwest Freight Services $36,551
5140 Race Ct. Unit #4
Denver, CO 80216
16. MPSC Inc. $33,505
2701 Harvey St
Hudson, WI 54016
17. Farm Credit $33,274
Leasing Services Corp
NW-9675
PO Box 1450
Minneapolis, MN 55485
18. All-Temp Logistics Inc. $33,079
P.O. Box 69
Parlin, NJ 08859
19. AgTac Services, LLC $32,022
8200 Cody Drive, Suite F
Lincoln, NE 68512
20. Denney Transport Ltd. $31,051
5000 E 74th Ave
Commerce City, CO 80022
MR. CAMPER: Says Plan Should Move to Solicitation
-------------------------------------------------
Mr. Camper, LLC, replied to the objections filed opposing approval
of the Disclosure Statement in support of the Plan of
Reorganization dated Nov. 22, 2019.
The Debtor points out that the Disclosure Statement provides
adequate information that would enable a reasonable investor to
make an informed judgment about the Plan. It adds that the
Disclosure Statement complies with all relevant sections of the
Bankruptcy Code, the Bankruptcy Rules and applicable non-bankruptcy
law.
The Debtor further points out that the remaining objections raise
confirmation issues to be addressed at the confirmation hearing.
Each of the remaining Objections is a confirmation objection in
disguise. Within each of these Objections, there is not a single
valid basis for this Court to prevent solicitation of the Plan.
The Debtor asserts that the issue of feasibility under 11 U.S.C.
Sec. 1129(a)(11) is a confirmation issue. At its heart, Apex Bank
requests that this Court decline to approve the Disclosure
Statement because the Plan is not feasible under Section
1129(a)(11) of the Bankruptcy Code. This objection should be
overruled because the issue of whether the Plan is feasible is
undoubtedly an issue reserved for determination at the Confirmation
Hearing, the Debtor tells the Court.
Co-Counsel for Mr. Camper:
Ryan J. Richmond
RICHMOND LAW FIRM, LLC
17732 Highland Road, Suite G-228
Baton Rouge, LA 70810
Tel: (225) 572-2819
Fax: (225) 286-3046
E-mail: ryan@rjrichmondlaw.com
- and -
Markus E. Gerdes
GERDES LAW FIRM, LLC
106 North Cypress Street
P.O. Box 2862
Hammond, Louisiana 70404
Tel: (985) 345-9404
Fax: (985) 543-0434
E-mail: Markus@gerdeslaw.net
About Mr. Camper
Mr. Camper, LLC -- https://www.jellystonela.com/ -- owns and
operates the Yogi Bear's Jellystone Camp Resort. The facility
features more than 450 wooded campsites, 75 cabins, swimming pools,
fishing ponds, game room, mini golf, canoe, kayak and paddle boat
rentals, RV storage, playground, wet "spray" ground, basketball
court, baseball field, laundry facilities, store, and propane
filling station.
Mr. Camper sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 19-11775) on July 1, 2019. At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. The case is assigned to Judge Elizabeth W. Magner. Richmond
Law Firm, LLC, is the Debtor's counsel.
N.Y. DIMPLE: Amends Treatment of All Taxi Management Claim
----------------------------------------------------------
Small business chapter 11 debtor N.Y. Dimple Taxi, Inc. filed the
Amended Disclosure Statement for Plan of Reorganization dated March
3, 2020.
Class 3 Unsecured disputed priority claim of All Taxi Management.
The Debtor has resolved the claim of All Taxi Management.
Therefore, the Debtor does not intend to object to the claim of All
Taxi Management filed in the amount of $15,000. The parties came
to terms of a mutual settlement, whereby creditor All Taxi
Management will retain the monies it is holding with respect to
N.Y. Dimple Medallions $12,325 in aggregate and All Taxi Management
will consent to said treatment under the Chapter 11 Plan. The
claim will be paid on the effective date of the Plan.
A full-text copy of the Amended Disclosure Statement dated March 3,
2020, is available at https://tinyurl.com/tg8a5ga from PacerMonitor
at no charge.
Attorney for the Debtor:
ALLA KACHAN, ESQ.
3099 Coney Island Ave, 3rd Floor
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-315
E-mail: alla@kachanlaw.com
About N.Y. Dimple
N.Y. Dimple Taxi, Inc., is a privately held company in the taxi and
limousine service industry. The Company owns two taxi medallions
valued at $370,000.
N.Y. Dimple Taxi previously sought bankruptcy protection on April
10, 2018 (Bankr. E.D.N.Y. Case No. 18-41989).
N.Y. Dimple Taxi filed for bankruptcy anew on Jan. 24, 2019 (Bankr.
E.D.N.Y. Case No. 19-40425). The petition was signed by Michael
Sapoznik, president. The Debtor posted total assets of $370,425 and
total liabilities of $1,140,000. Judge Carla E. Craig oversees the
case. The Debtor is represented by the LAW OFFICES OF ALLA KACHAN,
P.C.
N.Y. DIMPLE: April 1 Plan & Disclosure Hearing Set
--------------------------------------------------
On Feb. 25, 2020, the U.S. Bankruptcy Court for the Eastern
District of New York conducted a hearing to consider the Amended
Disclosure Statement filed by Debtor N.Y. Dimple Taxi, Inc.
On March 3, 2020, Judge Nancy Hershey Lord conditionally approved
the Disclosure Statement and established the following dates and
deadlines:
* March 26, 2020, is fixed as the last day for filing an
affidavit in support of the Amended Plan.
* April 1, 2020, at 2:00 p.m. before the Honorable Nancy Hershey
Lord, United States Bankruptcy Judge, Eastern District of New York
at the U.S. Bankruptcy Courthouse located at 271-C Cadman Plaza
East, Courtroom 3577, Brooklyn, New York 11201 is the hearing to
consider final approval of the Conditionally Approved Disclosure
Statement and confirmation of the Amended Plan.
* March 25, 2020, at 4:00 p.m., is fixed as the last day to
submit all ballots voting in favor of or against the Plan.
* March 25, 2020, is fixed as the last day to file responses or
objections to final approval of the Conditionally Approved
Disclosure Statement or confirmation of the Amended Plan.
A full-text copy of the order dated March 3, 2020, is available at
https://tinyurl.com/uewtnl9 from PacerMonitor at no charge.
About N.Y. Dimple
N.Y. Dimple Taxi, Inc., is a privately held company in the taxi and
limousine service industry. The Company owns two taxi medallions
valued at $370,000.
N.Y. Dimple Taxi previously sought bankruptcy protection on April
10, 2018 (Bankr. E.D.N.Y. Case No. 18-41989).
It filed for bankruptcy anew on Jan. 24, 2019 (Bankr. E.D.N.Y. Case
No. 19-40425). The petition was signed by Michael Sapoznik,
president. The Debtor posted total assets of $370,425 and total
liabilities of $1,140,000. Judge Carla E. Craig oversees the case.
The Debtor is represented by the LAW OFFICES OF ALLA KACHAN, P.C.
NEOVASC INC: To Report Q4 and Full Year 2019 Results on March 30
----------------------------------------------------------------
Neovasc, Inc., will report financial results for the quarter and
year ended Dec. 31, 2019 after the market close on March 30, 2020.
Neovasc CEO Fred Colen and CFO Chris Clark will host a conference
call to review the company's results at 4:30 p.m. Eastern Time.
Interested parties may access the conference call by dialing (877)
407-9208 (U.S.) or (201) 493-6784 (International). Participants
wishing to join the call via webcast should use the link posted on
the investor relations section of the Neovasc website at
https://www.neovasc.com/investors/
A replay of the webcast will be available approximately 30 minutes
after the conclusion of the call using the link on the Neovasc
website.
About Neovasc Inc.
Neovasc -- http://www.neovasc.com/-- is a specialty medical device
company that develops, manufactures and markets products for the
rapidly growing cardiovascular marketplace. Its products include
the Reducer, for the treatment of refractory angina, which is not
currently commercially available in the United States (2 U.S.
patients have been treated under Compassionate Use) and has been
commercially available in Europe since 2015, and Tiara, for the
transcatheter treatment of mitral valve disease, which is currently
under clinical investigation in the United States, Canada, Israel
and Europe.
Neovasc reported a net loss of US$108.04 for the year ended Dec.
31, 2018, compared to a net loss of US$22.90 million for the year
ended Dec. 31, 2017. As of March 31, 2019, Neovasc had US$16.09
million in total assets, US$18.89 million in total liabilities, and
a total deficit of US$2.80 million.
Grant Thornton LLP, in Vancouver, BC, the Company's auditor since
2002, issued a "going concern" opinion in its report on the
Company's consolidated financial statements for the year ended Dec.
31, 2018, stating that the Company incurred a net loss of US$108.04
million during the year ended Dec. 31, 2018, and as of that date,
the Company's liabilities exceeded its assets by US$9.67 million.
These conditions, along other matters, raise substantial doubt
about the Company's ability to continue as a going concern.
NEST EXTENDED: April 6 Deadline to File Plan & Disclosures
----------------------------------------------------------
Judge Caryl E. Delano has ordered that the motion filed by Nest
Extended Stay, LLC, the Debtor in this case, to extend its deadline
to file a plan of reorganization and a disclosure statement. The
Debtor will have exclusivity through April 6, 2020, to file its
Disclosure Statement and Plan of Reorganization.
About Nest Extended Stay
Nest Extended Stay LLC owns a hotel property known as Nest Extended
Stay located at 12 E. Main Street Chanute, KS 66720 having a
current value of $1.15 million. Nest Extended Stay filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 19-09578) on Oct. 9, 2019,
in Tampa, Fla. In the petition signed by Caleb Walsh, authorized
representative, the Debtor listed total assets at $1,293,500 and
total liabilities at $951,372. The case is assigned to Judge Caryl
E. Delano. Tampa Law Advocates, P.A., A Private Law Firm is the
Debtor's counsel.
NEW HOME CO: S&P Puts B- ICR on Watch Negative on Refinancing Plans
-------------------------------------------------------------------
S&P Global Ratings placed its ratings on The New Home Co. Inc.,
including the 'B-' issuer credit rating, on CreditWatch with
negative implications.
New Home is attempting to refinance its $130 million revolving
credit facility due March 2021, and S&P thinks a favorable outcome
from these ongoing talks may be difficult. In addition, S&P thinks
the weakening operational results that it forecasts will only
heighten the challenges New Home faces as it also addresses the
$307 million in senior notes maturing in 2022.
"The CreditWatch listing reflects our expectation that the upcoming
maturity of New Home's revolver may affect its ability to fund its
near-term obligations and overall liquidity position. In addition,
it is our belief that New Home will face headwinds in favorably
extending or refinancing its bank facility, which became current
this month. Although at year-end 2019, the company had nearly $80
million in cash, and full availability on the revolver, we believe
terms resulting from any new agreement could be even less favorable
to the company than currently exist," S&P said.
"In resolving the CreditWatch placement, we will evaluate the
company's near-term results in light of any new bank agreement,
while also taking into consideration forecasted results at that
time. We expect to resolve the CreditWatch within 90 days," the
rating agency said.
NSPIRE HEALTH: Second Amended Plan Confirmed by Judge
-----------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado has ordered that the Second Amended Plan of
Reorganization, as modified by the Minor Modification, filed by
Debtors nSpire Health, Inc. and nSpire Health, LLC is confirmed.
Objections to confirmation of the Plan were filed by the Colorado
Department of Revenue, the Internal Revenue Service, and Michael
Sims. All objections to confirmation of the Plan were resolved.
On March 2, 2020, the Debtors filed their Minor Plan Modifications.
During the hearing on confirmation of the plan held on March 3,
2020, the Debtors presented the proffer of Dr. John Peterson in
support of confirmation of the Plan.
The Debtors, Reorganized Debtors, KOKO, and the Plan Administrator,
as applicable, are authorized to take or cause to be taken all
actions necessary to implement and effectuate the provisions of the
Plan.
On the Effective Date, all property, assets, and rights of the
Debtors shall remain vested in KOKO free and clear of all claims
and interests of creditors and equity security holders, except as
expressly provided in the Plan.
With respect to Classes 1(a), 2, 3(a) and 3(b), each class has
accepted the Plan or such class is not impaired under the Plan.
Classes 4(a) and 4(b) (Equity Interests) are impaired under the
Plan and deemed to reject the Plan. The Plan is fair and equitable
and does not discriminate against Holders of Classes 4(a) and 4(b)
interests because Classes 4(a) and 4(b) have no value, and no
holder of any interest that is junior to the interests of the
Holders of Class 4 Interests will receive or retain any value under
the Plan.
A full-text copy of the order dated March 3, 2020, is available at
https://tinyurl.com/umv6aha from PacerMonitor at no charge.
About nSpire Health
NSpire Health -- http://www.nspirehealth.com/-- is a global
respiratory information systems software developer and medical
device manufacturing company. It is the exclusive provider and
developer of Iris (an Integrated Respiratory Information System),
KoKo pulmonary function testing, diagnostic spirometry, and
respiratory home monitoring devices.
NSpire Health, Inc. and its affiliate nSpire Health, LLC filed
voluntary Chapter 11 petitions (Bankr. D. Colo. Case No. 19-13271
and 19-13273) on April 22, 2019. In the petitions signed by Joseph
Fryberger, vice president of finance, the Debtors were estimated to
have $1 million to $10 million in both assets and liabilities.
Steven E. Abelman, Esq., at Brownstein Hyatt Farber Schreck, LLP,
represents the Debtors.
NUTRITION PARENT: S&P Cuts ICR to 'B-' on Weakening Credit Metrics
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Nutrition Parent LLC to 'B-' from 'B'. S&P also lowered its
issue-level ratings on the company's senior secured first-lien debt
to 'B' from 'B+'.
"The downgrade reflects our expectation for weak free operating
cash flow (FOCF) and a deterioration in credit metrics over the
next year as Nutrition incurs various charges that will weigh on
its profitability. We forecast adjusted leverage will weaken to the
high-7x area in 2020 before improving to about 7x in 2021," S&P
said.
The negative outlook reflects the potential for a lower rating over
the next year if operating performance further weakens and
Nutrition's capital structure becomes unsustainable.
"We could lower the rating if FOCF turns negative or covenant
cushion falls below 10%. We could also lower the rating if the
outcome of the dissenting shareholder litigation results in
materially higher leverage, possibly due to an adverse monetary
outcome or a failure of the sponsor to make payment consistent with
our expectations," S&P said.
"We could revise the outlook to stable if adjusted leverage
improves to the 7x area, FOCF remains consistently positive, and we
forecast covenant cushion will remain comfortably above 15%. An
outlook revision would also be predicated on a satisfactory
resolution of the dissenting shareholder lawsuit without a material
deterioration in credit metrics," S&P said.
OPTIMAS OE SOLUTIONS: S&P Raises ICR to 'CCC'; Outlook Negative
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Optimas OE
Solutions Holding LLC to 'CCC' from 'SD' (selective default)
reflecting the possibility of additional debt restructurings or
other transactions that S&P views as tantamount to default over the
next 12 months, as well as refinancing risk for the senior secured
notes due in June 2021.
S&P is raising the issue-level ratings on the senior notes involved
in the distressed restructuring to 'CCC-' from 'D'. The recovery
rating remains '5', indicating its expectation for modest (10%-30%;
rounded estimate: 25%) recovery in a payment default.
"Our 'CCC' issuer credit rating on Optimas reflects a default in
the next 12 months stemming from its inability to refinance its
upcoming debt maturities maturing in about a year, the possibility
of another transaction which we view as tantamount to a default, or
the potential for constrained liquidity causing a missed interest
payment or breach of a covenant," S&P said.
Despite challenging market conditions, S&P believes Optimas could
improve profitability modestly in 2020 resulting from
cost-reduction efforts.
Optimas has exposure to highly cyclical industries and limited
aftermarket sales, exposing it to economic downturns. The company's
performance over the last year has suffered due to slowdowns in the
heavy-duty truck and auto markets, specifically within EMEA. In
addition, Optimas' position as a distributor exposes it to a
relatively tight margin profile that somewhat limits financial
flexibility. As market volatility continues, S&P expects revenue to
decline in the low-teen percentage range in 2020. While the
operating conditions have been challenging, the company has
identified specific actions for 2020 to improve profitability
moving forward. These actions include procurement enhancements,
contract negotiations with major customers, divesting profitable
businesses, headcount reduction, and footprint consolidation. These
actions are underway in 2020 and expected to provide the full
incremental benefit to profitability in 2021.
The negative outlook reflects the likelihood of a default in the
next 12 months due to the heightened refinancing risk as the June
2021 maturity date for the senior secured notes approaches or an
acceleration of the ABL maturity in April 2021. S&P believes the
default could take the form of a debt restructuring or another
distressed transaction which it views as tantamount to a default in
the next 12 months.
"We could lower our rating on Optimas if the company initiates
another distressed exchange or restructuring that we deem to be
tantamount to a default or if the company does not announce a
definitive refinancing plan for its capital structure by the end of
the year. Additionally, we could lower our rating if the company's
borrowing base declines due to weaker operating performance, and
negative free cash flow depletes liquidity due to working capital
requirements, such that no availability under the ABL facility
exists and the capital structure can no longer sustain the
company," S&P said.
"We could revise our outlook to stable or raise our rating in the
next 12 months if the company refinances its $192 million senior
secured notes and improves its liquidity and materially improves
its operating performance," S&P said.
PALAZZA SFT: Seeks to Hire H. Anthony Hervol as Counsel
-------------------------------------------------------
Palazza SFT Residential TX, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ the
Law Office of H. Anthony Hervol, as attorney to the Debtor.
Palazza SFT requires H. Anthony Hervol to:
a. represent the Debtor in the Chapter 11 case and advise the
Debtor as to its rights, powers, and duties as debtor-in-
possession;
b. prepare all necessary statements, schedules and other
documents and negotiate and prepare one or more plans of
reorganization for the Debtor;
c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials and other proceedings in the
bankruptcy case;
d. take necessary action to collect property of the estate and
file suits to recover the same, pursue or defend other
adversary proceedings as needed, or work with special
counsel appointed by the Bankruptcy Court to pursue or
defend any adversary proceedings;
e. prepare on behalf of the Debtor necessary applications,
motions, answers responses, orders, reports and other legal
papers;
f. object to disputed claims; and
g. perform all other legal services for the Debtor as Debtor-
in-possession which may be necessary herein.
H. Anthony Hervol will be paid at the hourly rate of $300.
The Debtor paid H. Anthony Hervol the amount of $8,217 prior to the
filing of the bankruptcy case.
H. Anthony Hervol will also be reimbursed for reasonable
out-of-pocket expenses incurred.
H. Anthony Hervol, partner of the Law Office of H. Anthony Hervol,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
H. Anthony Hervol can be reached at:
H. Anthony Hervol, Esq.
LAW OFFICE OF H. ANTHONY HERVOL
4414 Centerview Drive, Suite 207
San Antonio, TX 78228
Tel: (210) 522-9500
Fax: (522) 522-0205
About Palazza SFT Residential TX
Palazza SFT Residential TX, LLC, based in Austin, TX, filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-10336) on March
2, 2020. In the petition signed by Larry R. Stauffer, authorized
representative, the Debtor was estimated to have $1 million to $10
million in both assets and liabilities. The Hon. Tony M. Davis
oversees the case. H. Anthony Hervol, Esq., at the Law Office of
H. Anthony Hervol, serves as bankruptcy counsel to the Debtor.
PG&E CORP: May 27 Hearing on Plan That Gives $13.5B to Fire Victims
-------------------------------------------------------------------
PG&E Corporation and Pacific Gas and Electric, and certain funds
and accounts managed or advised by Abrams Capital Management, LP
and certain funds and accounts managed or advised by Knighthead
Capital Management, LLP filed on March 9, 2020, a revised
disclosure statement explaining their Joint Chapter 11 Plan of
Reorganization Dated January 31, 2020.
Under the Plan, aggregate consideration of $13.5 billion will be
transferred to a trust to satisfy Fire Victim Claims (the "Fire
Victim Trust"):
1. $5.4 billion in cash on the effective date of the Plan;
2. An additional $1.35 billion in Cash, consisting of (i) $650
million to be paid in cash on or before Jan. 15, 2021 pursuant to
a Tax Benefits Payment, and (ii) $700 million to be paid in Cash
on or before Jan. 15, 2022 pursuant to a Tax Benefits Payment
Agreement;
3. $6.75 billion in common stock of Reorganized PG&E Corp.
(using an equity valued using a multiple equal to 14.9 multiplied
by the Normalized Estimated Net Income as of a date to be agreed
upon among the parties to the Tort Claimants RSA), representing not
less than 20.9% of the outstanding common stock of Reorganized
PG&E Corp. as of the Effective Date. The $6.75 billion value of
the Common Stock of Reorganized PG&E Corp. is based on a formula
set forth in the tort claimants RSA and incorporated in the Plan.
The $6.75 billion value does not necessarily reflect the actual
value of the stock to be held by the fire victim trust on the
effective date and thereafter. The actual value of the stock on
the effective date and thereafter could be greater or less than
than $6.75 billion based on the future trading value of the
common stock of Reorganized PG&E CORP.;
4. The assignment to the Fire Victim Trust of certain claims that
the Fire Victim Trust may pursue for the benefit of holders of
Fire Victim Claims; and
5. The assignment of rights under the 2015 Insurance Policies to
resolve any Claims related to Fires in those policy years, other
than the rights of the Debtors to be reimbursed under the 2015
Insurance Policies for
claims submitted to and paid by the Debtors prior to the Petition
Date.
Pursuant to the Plan, all Allowed Fire Victim Claims will be paid
from the assets that will be transferred to the Fire Victim Trust.
All Fire Victim Claims will be resolved and satisfied by the Fire
Victim Trust pursuant to claims resolution procedures to be adopted
by the Fire Victim Trust. Although common stock of Reorganized
PG&E Corp. is to be transferred to the Fire Victim Trust pursuant
to the Plan.
The aggregate consideration of $13.5 billion to be contributed to
the Fire Victim Trust (plus the assigned claims) was determined by
a settlement among the Debtors, the Tort Claimants Committee and
the law firms (the "Consenting Fire Claimant Professional Group")
that represent Fire Victims holding over 70% of the in excess of
70,000 fire claims that have been filed. The sole source of
recovery for holders of Fire Victim Claims is the Fire Victim
Trust. Holders of Fire Victim Claims will not be able to
otherwise pursue their claims against the Debtors, Reorganized
PG&E, or their respective assets or properties.
The hearing to consider confirmation of the Plan will be held
before the Honorable Dennis Montali, U.S. Bankruptcy Judge, In the
U.S. Bankruptcy Court for the Northern District of California,
Courtroom 17, 16th Floor, 450 Golden Gate Avenue, San Francisco, CA
94102, on May 27, 2020, at 10:00 a.m. (Prevailing Pacific Time),
or as son thereafter, as counsel may be heard.
A full-text copy of the Disclosure Statement dated March 9, 2020,
is available at https://tinyurl.com/t85alvm from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Stephen Karotkin
Ray C. Schrock, P.C.
Jessica Liou
Matthew Goren
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Tel: 212 310 8000
Fax: 212 310 8007
E-mail: stephen.karotkin@weil.com
ray.schrock@weil.com
jessica.liou@weil.com
matthew.goren@weil.com
Tobias S. Keller
Jane Kim
KELLER BENVENUTTI KIM LLP
650 California Street, Suite 1900
San Francisco, CA 94108
Tel: 415 496 6723
Fax: 650 636 9251
E-mail: tkeller@kbkllp.com
jkim@kbkllp.com
Attorneys for Shareholder Proponents:
Bruce S. Bennett
Joshua M. Mester
James O. Johnston
JONES DAY
555 South Flower Street
Fiftieth Floor
Los Angeles, CA 90071-2300
Tel: 213 489 3939
Fax: 213 243 2539
E-mail: bbennett@jonesday.com
jmester@jonesday.com
jjohnston@jonesday.com
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, as special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORP: Says Disclosure Statement Objections Addressed
---------------------------------------------------------
PG&E Corporation and Pacific Gas and Electric Company submitted an
omnibus reply to objections to the proposed Disclosure Statement
for Debtors' and Shareholder Proponents' Joint Chapter 11 Plan of
Reorganization, dated Feb. 7, 2020.
PG&E points out that the Disclosure Statement provides adequate
information regarding the treatment of Fire Victim Claims. The
Plan Proponents have revised the Proposed Disclosure Statement,
where applicable, to include additional disclosure to address these
concerns. With respect to the remaining Objections, much of the
requested information is either not available at this time or is
not necessary for the voting parties to make an informed
determination as to how to vote on the Plan.
PG&E further points out that objections to the proposed
solicitation and voting procedures should be overruled. The
Debtors believe the Solicitation Procedures Objections have been
adequately addressed with the clarifications and revisions set
forth in the Revised Proposed Order. The Claims of FEMA, the
California State Agencies, and the Adventist Claimants are all
subject to pending objections as the TCC and the Debtors do not
believe the estates have any liability for such Claims and are
requesting they be disallowed in their entirety.
PG&E asserts that challenges to confirmation of the plan are
properly deferred to the confirmation hearing. The remaining
Objections are not objections to the adequacy of the information
provided in the Proposed Disclosure Statement or to relief
requested in the Solicitation Procedures Motion; rather, they are
Objections to the Plan that should be deferred to the Confirmation
Hearing and, to the extent necessary and appropriate, considered at
that time.
Attorneys for the Debtors:
Stephen Karotkin
Ray C. Schrock, P.C.
Jessica Liou
Matthew Goren
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Tel: 212 310 8000
Fax: 212 310 8007
E-mail: stephen.karotkin@weil.com
ray.schrock@weil.com
jessica.liou@weil.com
matthew.goren@weil.com
- and -
Tobias S. Keller
Jane Kim
KELLER BENVENUTTI KIM LLP
650 California Street, Suite 1900
San Francisco, CA 94108
Tel: 415 496 6723
Fax: 650 636 9251
E-mail: tkeller@kbkllp.com
jkim@kbkllp.com
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, is special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC, as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PRHOF-MANUFACTURING: Clarks Object to Disclosure Statement
----------------------------------------------------------
Michael Allen Clark and Gladys Deanna Clark submitted an objection
to PRHOF-Manufacturing, LLC's Disclosure Statement and Plan of
Reorganization.
The Clarks assert that the Disclosure Statement does not contain
adequate information and the Plan contains impermissible
third-party releases.
The Clarks point out that the Disclosure Statement fails to provide
adequate information regarding whether Debtor has an existing
contract with PRIDCO or any other entity for the construction of
homes. Indeed, the third paragraph of Section E under Article III,
ends with an unfinished sentence which states, "The License
Agreement between the Debtor and Hestia Tech will allow the Debtor
to utilize ___" [Docket No. 56 at 10.].
According to Clarks, the Disclosure Statement fails to satisfy the
requirements of the Federal Rules of Bankruptcy Procedure.
The Clarks object to the Disclosure Statement for failing to
provide adequate information and object to the Plan for containing
improper non-debtor third party releases.
Counsel for the Clarks:
DAVID M. CANTOR
SEILLER WATERMAN LLC
Meidinger Tower – 22nd Floor
462 S. Fourth Street
Louisville, Kentucky 40202
Telephone: (502) 584-7400
Facsimile: (502) 583-2100
E-mail: cantor@derbycitylaw.com
About PRHOF-Manufacturing
PRHOF-Manufacturing, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ind. Case No. 19-02307) on April 5,
2019. At the time of the filing, the Debtor had estimated assets
of less than $500,000 and liabilities of less than $1 million. The
case has been assigned to Judge Robyn L. Moberly. The Debtor
tapped Ben T. Caughey, Esq., at Mercho Caughey, as its legal
counsel.
PRINCETON ALTERNATIVE: United States Trustee Objects to Plan
------------------------------------------------------------
The U.S. Trustee objects to confirmation of the proposed plan of
Princeton Alternative Income Fund, LP and its Debtor Affiliates.
The U.S. Trustee has standing to be heard regarding the objection,
stating as follows:
* The Plan Cannot Be Confirmed Because It Impermissibly Waives
the Requirement that Retained Professionals and the Chapter 11
Trustee File Final Fee Applications.
* The Plan Cannot Be Confirmed Because It Exculpates Parties
that Do Not Qualify for Exculpation.
* The plan proponents must provide evidence that PAIF Class 2
claims, and PAIF Class 5 claims, are not being unfairly
discriminated against and that the treatment of those claims is
fair and equitable because those are the classes of claims that are
impaired and have not voted in favor of the Plan.
* The Plan Contains an Impermissible Discovery Bar Against Third
Parties and the Federal Government.
* The PSA defines the terms Trustee, Trustee's Professionals,
the Ranger Entities, Covenant, the MicroBilt Group, the Ad Hoc
Committee, and Investors similarly to how those terms are defined
in the Plan.
* It is unclear which set of definitions would control in the
Release Provision, but regardless, the defined terms in the release
provision cause the releases to extend beyond the signatories to
the PSA or entities that those signatories directly control.
Therefore, the Release Provision is disguising some non-consensual,
third-party releases.
A full-text copy of U.S. Trustee's objection to the Plan dated
March 5, 2020, is available at https://tinyurl.com/tkoa2ds from
PacerMonitor at no charge.
About Princeton Alternative
Princeton Alternative Income Fund, LP, provides capital for
businesses that make consumer loans in the non-prime market.
Princeton Alternative Income Fund, LP and Princeton Alternative
Funding LLC, a fund management company, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case
No.18-14603) on March 9, 2018. Judge Michael B. Kaplan oversees the
cases.
In the petitions signed by John Cook, authorized representative,
PAIF was estimated to have assets of $50 million to $100 million
and liabilities of $1 million to $10 million. PAF was estimated to
have assets of less than $100,000 and liabilities of $1 million to
$10 million.
Sills Cummis & Gross, P.C., is the Debtors' counsel. Liggett &
Webb, P.A., has been tapped to serve as accountant.
The Debtors tapped JAMS/Hon. Steven Rhodes to provide mediation
services.
Matthew Cantor was appointed as Chapter 11 trustee for the Debtors.
The Trustee tapped Wollmuth Maher & Deutsch LLP as his legal
counsel.
Attorneys for MicroBilt Corporation are Derek J. Baker, Esq., at
Reed Smith LLP, in Princeton, New Jersey.
Counsel for the Ad-Hoc Committee of Minority Shareholders is Ronald
S. Gellert, Esq., at Gellert Scali Busenkell & Brown, LLC, in
Wilmington, Delaware.
PRO MACH: Moody's Alters Outlook on B3 CFR to Negative
------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Pro Mach
Group, Inc. to negative from stable. At the same time, Moody's
affirmed the company's B3 corporate family rating and B3-PD
probability of default rating, and the B2 first lien senior secured
rating.
The rating actions follow Pro Mach's recent acquisition of
Pharmaworks with $50 million of incremental second lien term loan.
Moody's noted that this is the company's sixth acquisition in the
past twelve months and that several are still in the integration
stage.
"The negative ratings outlook reflects Pro Mach's rapid pace of
acquisitions and rising financial risk tolerance, despite the
company's very high leverage and building macroeconomic pressures,"
according to Shirley Singh, Moody's lead analyst for the company.
Pro Mach's 2019 earnings and cash flows have lagged Moody's
expectations. Taken together with a heavy debt reliance to fund
acquisitions, Moody's expectations of softening end markets and
shrinking liquidity provisions relative to the company's rapidly
expanding scale, Moody's perceives elevated financial risk.
Nonetheless, Moody's affirmed its ratings based on its expectation
that backlog built up in late-2019 and the beginning of 2020 should
generate earnings and cash flows at supportive levels. While the
risk of contract delays has increased amid challenging market
conditions, and the company's continued investment in different
business lines will reduce free cash flows to modest levels,
Moody's anticipates that liquidity will remain adequate underpinned
by Pro Mach's cash balances ($49 million at the end of December
2019) and full availability under its $100 million revolver.
The following rating actions were taken by Moody's:
Affirmations:
Issuer: Pro Mach Group, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed
B2 (LGD3)
Outlook Actions:
Issuer: Pro Mach Group, Inc.
Outlook, changed to Negative from Stable
RATINGS RATIONALE
Pro Mach's B3 CFR broadly reflects the inherent cyclicality of the
company's business and a history of relatively volatile cash flow
generation, partially attributed to and compounded by aggressive
financial policies by which it is governed and as evidenced by high
pro forma leverage (Moody's-adjusted debt-to-EBITDA) approximating
7.2x. Even so, the company's diversified product offerings and
large installed base (which yields significant aftermarket business
and related earnings), and exposure to relatively stable sectors
like food & beverage, consumables and pharmaceuticals, somewhat
mitigates the cyclical demand for new equipment. End-market
softness and near-term integration and business development needs
will likely keep Pro Mach's leverage above 7.0x over the next 12-18
months. Moreover, the company's financial sponsor ownership by
Leonard Green & Partners exposes it to future leveraging events
such as debt-financed acquisitions and shareholders dividends.
The ratings could be downgraded should anticipated accretive
earnings from the acquisition fall short of expectations, or the
company's organic growth and EBITDA margins decline and thereby
impose incremental strain on the balance sheet and associated
financial risk. Quantitatively, this could be evidenced if
debt-to-EBITDA is sustained above 7.5x, EBITA-to-interest falls
below 1.0x, or liquidity deteriorates. Conversely, the ratings
could be upgraded if the company sustains Moody's-adjusted
debt-to-EBITDA below 6.0 times, EBITA-to-interest above 2.0 times
and FCF-to-debt above 5%.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
Headquartered in Covington, Kentucky, Pro Mach Group, Inc.
manufactures a broad range of packaging equipment and related
aftermarket parts and services for a number of industries including
the food, beverage, household goods and pharmaceutical industries.
Pro Mach is owned by Leonard Green & Partners. Pro Mach's revenue
for the twelve months ended December 2019 is estimated to have been
$926 million.
RANDOLPH HOSPITAL: Hires Houlihan Lokey as Investment Banker
------------------------------------------------------------
Randolph Hospital, Inc. and its debtor-affiliates seek permission
from the United States Bankruptcy Court for the Middle District of
North Carolina to hire Houlihan Lokey Capital, Inc., as its
investment banker.
Randolph requires Houlihan Lokey to:
a. familiarize itself with the business, operations, financial
condition and prospects of the Debtors;
b. work with the Debtors' management in (i) developing a
strategy for identifying a sale or other affiliation transaction or
other restructuring of the Debtors and assisting with the
evaluation of indications of interest and proposals regarding one
or more transactions, and (ii) preparing select information,
documents, and other materials, including a descriptive offering
memorandum that describes the Debtors' operations and financial
condition and includes financial data and other appropriate
information furnished by the Debtors;
c. assist the Debtors with the negotiation of one or more
transactions;
d. attend meetings of creditor groups, official constituencies
and other interested parties, as necessary;
e. to the extent requested by the Debtors, assist the Debtors
in raising capital and/or refinancing or amending any of their
existing debt facilities;
f. participate in meetings of the Board of Directors of the
Debtors (such participation to be in person or by telephone, as
appropriate);
g. if requested by the Debtors, participate in hearings before
the Bankruptcy Court and provide relevant testimony with respect to
bankruptcy matters; and
h. provide such additional services as may be agreed to in
writing between the Debtors and Houlihan Lokey.
Houlihan Lokey will be paid as follows:
(i) Monthly Fees: In addition to the other fees provided for,
upon the execution of the Houlihan Lokey Engagement Agreement, and
on the first calendar day of each month thereafter during the term
of the Houlihan Lokey Engagement Agreement, the Debtors shall pay
Houlihan Lokey in advance, without notice or invoice, a
nonrefundable cash fee of $65,000 (Monthly Fee). Each Monthly Fee
shall be earned upon Houlihan Lokey's receipt thereof in
consideration of Houlihan Lokey accepting this engagement and
performing services. Commencing with the sixth (6th) Monthly Fee, a
portion of each such Monthly Fee paid on a timely basis to Houlihan
Lokey may be credited against the next Transaction Fee to which
Houlihan Lokey becomes entitled hereunder, except that, in no
event, shall any Transaction Fee be reduced below zero.
(ii) Transaction Fee(s): In addition to the other fees
provided for in the Houlihan Lokey Engagement Agreement, the
Debtors shall pay Houlihan Lokey the following transaction fee(s):
a. Restructuring Transaction Fee. Upon the earlier to
occur of: (I) in the case of an out-of-court Restructuring
Transaction (as defined in the Houlihan Lokey Engagement
Agreement), the closing of such Restructuring Transaction; and (II)
in the case of an in-court Restructuring Transaction, the effective
date of a confirmed plan of reorganization or liquidation under the
Bankruptcy Code, Houlihan Lokey shall earn, and the Debtors shall
promptly pay to Houlihan Lokey, a cash fee (Restructuring
Transaction Fee) of $1 million;
b. Sale Transaction Fee. Upon the closing of a Sale
Transaction, Houlihan Lokey shall earn, and the Debtors shall
thereupon pay immediately and directly from the gross proceeds of
such Sale Transaction, as a cost of such Sale Transaction, a cash
fee (Sale Transaction Fee), calculated as follows:
(i) For any Sale Transaction, $600,000 (Base Sale
Transaction Fee); plus
(ii) For any Sale Transaction that provides for the
continuation of access to emergency care and basic acute care
services in Randolph County, $400,000 (Supplemental Sale
Transaction Fee); plus
(iii) For any Sale Transaction, an amount (Success Sale
Transaction Fee) equal to 3.0% of AGC in excess of the CLV.
c. Financing Transaction Fee. Upon the closing of each
Financing Transaction, Houlihan Lokey shall earn, and the Debtors
shall thereupon pay immediately and directly from the gross
proceeds of such Financing Transaction, as a cost of such Financing
Transaction, a cash fee equal to the sum of: (I) 2.0% of the gross
proceeds of any indebtedness raised or committed that is senior to
other indebtedness of the Debtors, secured by a first priority lien
and unsubordinated, with respect to both lien priority and payment,
to any other obligations of the Debtors, and/or with respect to
debtor-in-possession financing; and (II) 4.0% of the gross proceeds
of any indebtedness raised or committed that is secured by a lien
(other than a first lien), is unsecured and/or is subordinated. It
is understood and agreed that if the proceeds of any such Financing
Transaction are to be funded in more than one stage, Houlihan Lokey
shall be entitled to its applicable compensation hereunder upon the
closing date of each stage. The Financing Transaction Fee(s) shall
be payable in respect of any sale of securities whether such sale
has been arranged by Houlihan Lokey, by another agent (or other
issuer of the Securities in such Financing Transaction) or directly
by the Debtors. Any non-cash consideration provided to or received
in connection with the Financing Transaction (including but not
limited to intellectual or intangible property) shall be valued for
purposes of calculating the Financing Transaction Fee as equaling
the number of Securities issued in exchange for such consideration
multiplied by (in the case of debt securities) the face value of
each such Security or (in the case of equity securities) the price
per Security paid in the then current round of financing. For the
purpose of determining a Financing Transaction Fee, capital raised
or committed shall exclude (i) financing provided by the Debtors'
existing lenders and (ii) funding commitments provided by Randolph
County or other governmental agencies in support of such Sale
Transaction.
The Debtors have paid Houlihan Lokey two Monthly Fees, including
the Monthly Fee payable on March 1, 2020, and a $500,000 retainer.
Andrew Turnbull, managing director of Houlihan Lokey Capital, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Houlihan Lokey can be reached at:
Andrew Turnbull
HOULIHAN LOKEY CAPITAL, INC.
10250 Constellation Blvd., 5th Floor
111 South Wacker Drive, 37th Floor
Chicago, IL 60606
Phone: 312-456-4719
About Randolph Hospital, Inc.
Randolph Hospital -- https://www.randolphhealth.org/ -- operates as
a hospital that provides inpatient and outpatient services in North
Carolina. The Company offers, among other services, cancer care,
imaging, maternity services, cardiac services, surgical services,
outpatient specialty clinics, rehabilitation services, and
emergency services.
Randolph Hospital, Inc. and its affiliates filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code (Bankr.
M.D.N.C. Lead Case No. 20-10247) on March 6, 2020. The petitions
were signed by Louis E. Robichaux IV, chief restructuring officer.
At the time of filing, the Debtor estimates $100 million to $500
million in both assets and liabilities.
The Debtor is represented by Jody A. Bedenbaugh, Esq. and Graham S.
Mitchell, Esq. at NELSON MULLINS RILEY & SCARBOROUGH LLP.
RANDOLPH HOSPITAL: Hires Robichaux of Ankura Consulting as CRO
--------------------------------------------------------------
Randolph Hospital, Inc. and its debtor-affiliates seek permission
from the United States Bankruptcy Court for the Middle District of
North Carolina to hire Ankura Consulting Group, LLC to provide a
chief restructuring officer and additional personnel to provide
restructuring services, and designate Louis E. Robichaux IV of
Ankura as their Chief Restructuring Officer.
Randolph Hospital requires Ankura Consulting to:
a. assist the Debtor in its evaluation of strategic options
regarding partnering, alliance, affiliation, merger and asset sale
alternatives;
b. assist the Debtor in its discussions and negotiations with
interested parties in connection with potential strategic
transaction(s);
c. assist the Debtor in its analysis of its liquidity outlook,
debt service capacity and appropriate capital structure;
d. assist the Debtor in its assessment of cash management and
cash flow forecasting processes, including the monitoring of actual
cash flow versus projections;
e. assist the Debtor in connection with Debtor's
communications and negotiations with other parties, including its
secured lenders, significant vendors, etc.;
f. assist the Debtor in (i) identifying various operational,
managerial, and financial performance improvement opportunities and
(ii) understanding the business and financial impact of same;
g. assist the Debtor in its preparation of contingency plans
to reflect the impact of restructuring alternatives, and assist in
its revision of relevant cash flow projections and business plans;
h. assist the Debtor with the business and financial aspects
of pre-bankruptcy filing planning, as well as assist the Debtor
prosecute and emerge from the Chapter 11 restructuring process;
i. assist the Debtor in connection with Debtor's preparation
of various financial reports which may be required during
discussions with the Board, other outside professionals engaged by
the Debtor, lenders and stakeholders, and;
j. provide advice and recommendations with respect to other
related matters as the Debtor or its professionals may request from
time to time, as agreed to by Ankura.
The firm's hourly rates are:
Senior Managing Directors $1,015 - $1,100
Other Professionals $410 - $990
Paraprofessionals $150 - $250
Louis E. Robichaux, a senior managing director of Ankura
Consulting, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their/its estates.
The firm can be reached through:
Louis E. Robichaux
Ankura Consulting Group, LLC
15950 Dallas Parkway, Suite 750
Dallas, TX 75248
Direct: +1-214-200-3689
Mobile: +1-214-924-1575
Email: louis.robichaux@ankura.com
About Randolph Hospital, Inc.
Randolph Hospital -- https://www.randolphhealth.org/ -- operates as
a hospital that provides inpatient and outpatient services in North
Carolina. The Company offers, among other services, cancer care,
imaging, maternity services, cardiac services, surgical services,
outpatient specialty clinics, rehabilitation services, and
emergency services.
Randolph Hospital, Inc. and its affiliates filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code (Bankr.
M.D.N.C. Lead Case No. 20-10247) on March 6, 2020. The petitions
were signed by Louis E. Robichaux IV, chief restructuring officer.
At the time of filing, the Debtor estimates $100 million to $500
million in both assets and liabilities.
The Debtor is represented by Jody A. Bedenbaugh, Esq. and Graham S.
Mitchell, Esq. at NELSON MULLINS RILEY & SCARBOROUGH LLP.
RANDOLPH HOSPITAL: Taps Jarrard Phillips Cate as Comm. Consultant
-----------------------------------------------------------------
Randolph Hospital, Inc. and its debtor-affiliates seek permission
from the United States Bankruptcy Court for the Middle District of
North Carolina to hire Jarrard Phillips Cate & Hancock, Inc. as
their communications consultants.
Jarrard will render strategic communications and engagement
consulting services, and provide additional services as may be
agreed to in writing between the Debtors and Jarrard.
Jarrard's hourly rates are:
CEO $450
Partner $400
Senior Vice Presidents $375
Vice Presidents $350
Associates Vice Presidents $340
Senior Managing Advisors $335
Managing Advisors $300
Senior Advisor $255
Advisors $205
Associate Advisors $165
In addition to the hourly fees, Randolph Health agrees to pay
Jarrard Inc. an industry standard 5 percent of the
billings as an administration fee for general services such as
accounting, schedule coordination, client service administrative
duties, conference calls and phone costs, and other firm expenses
and actions related to Randolph Health.
Anne Hancock Toomey, founding partner at Jarrard, assures the
court that the firm is a "disinterested person" as defined in
Bankruptcy Code Sec. 101(14).
The firm can be reached through:
Anne Hancock Toomey
Isaac Squyres
Jarrard Phillips Cate & Hancock, Inc.
219 Ward Circle
Brentwood, TN 37027
Phone: (615) 254-0575
About Randolph Hospital, Inc.
Randolph Hospital -- https://www.randolphhealth.org/ -- operates as
a hospital that provides inpatient and outpatient services in North
Carolina. The Company offers, among other services, cancer care,
imaging, maternity services, cardiac services, surgical services,
outpatient specialty clinics, rehabilitation services, and
emergency services.
Randolph Hospital, Inc. and its affiliates filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code (Bankr.
M.D.N.C. Lead Case No. 20-10247) on March 6, 2020. The petitions
were signed by Louis E. Robichaux IV, chief restructuring officer.
At the time of filing, the Debtor estimates $100 million to $500
million in both assets and liabilities.
The Debtor is represented by Jody A. Bedenbaugh, Esq. and Graham S.
Mitchell, Esq. at NELSON MULLINS RILEY & SCARBOROUGH LLP.
REJUVI LABORATORY: Unsec. Creditors to Get Full Payment Under Plan
------------------------------------------------------------------
Debtor Rejuvi Laboratory, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of California a Combined Plan of
Reorganization and Disclosure Statement dated March 3, 2020.
Class 2(a) consists of the personal injury claims asserted by
Ashley Warwick and Summer Olson in case no. 18-02701 pending in the
U.S. District Court for the Northern District of California. Upon
the Effective Date, Warwick and Olson may proceed with the
litigation provided that their recovery will be limited to any
insurance policy proceeds.
Class 2(b) consists of the personal injury claim of Maria Corso.
The claim is based upon a default judgment entered by the District
Court of South Australia. Debtor disputes Corso’s claim, but
Debtor cannot raise its substantive dispute to the Corso claim
until and unless it successfully challenges the South Australian
state court’s jurisdiction to enter the default judgment.
Class 2(c) is comprised of general unsecured creditors other than
those in Class 2(a) and Class 2(b). These creditors, other than
Wei "Wade" Cheng, will receive payment of their claims in full 90
days from the Effective Date without any interest accruing on the
claim, unless such claim is in dispute, in which case the claim
will be paid once it is allowed and the determination of such
allowance is final. With respect to Mr. Cheng's claim, it will not
be paid until the earlier of two years from the Effective Date or a
decision in Rejuvi's favor on its appeal of the decision in favor
of Ms. Corso.
Holders of equity interest in Class 3 will not receive any
distributions under the Plan on account of their interests. Their
stock, however, will not be cancelled and holders will retain their
interest and will otherwise retain the legal, equitable and
contractual rights provided by their interests.
On the Effective Date, all property of the estate and interests of
the Debtor will vest in the reorganized Debtor free and clear of
all claims and interests except as provided in this Plan.
Most creditors (those in impaired classes) are entitled to vote on
confirmation of the Plan. Completed ballots must be received by
Debtor’s counsel, and objections to confirmation must be filed
and served, no later than April 17, 2020. The court will hold a
hearing on confirmation of the Plan on May 7, 2020 at 10:00 a.m.
A full-text copy of the Combined Plan and Disclosure Statement
dated March 3, 2020, is available at https://tinyurl.com/ss5nlto
from PacerMonitor at no charge.
About Rejuvi Laboratory
Founded in 1988 by Dr. Wade Cheng, Rejuvi Laboratory, Inc. --
http://www.rejuvilab.com/-- is an integrated cosmetic laboratory
with ongoing research, development and production capability.
Rejuvi Laboratory sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31069) on Sept. 27,
2018. In the petition signed by Wei Cheng, president, the Debtor
disclosed $2,870,211 in assets and $1,357,213 in liabilities.
Judge Dennis Montali oversees the case.
RENAISSANCE INNOVATIONS: April 2 Status Conference Set
------------------------------------------------------
Judge Stephani W. Humrickhouse has ordered that the court will
review the disclosure statement of Renaissance Innovations, LLC,
when it is filed and, if acceptable, the disclosure statement will
be conditionally approved. Additionally, the hearing on approval of
the disclosure statement will be combined with the hearing on
confirmation of the plan.
A status conference will be held on April 2, 2020, at 10:00 a.m.,
in Room 208, 300 Fayetteville Street, Raleigh, NC 27601.
Renaissance Innovations, LLC, sought Chapter 11 protection (Bankr.
E.D.N.C. Case No. 20-01005) on March 6, 2020. Travis Sasser, Esq.,
at SASSER LAW FIRM, is the Debtor's counsel.
ROCK POND: Seeks to Hire SRL Legal as Bankruptcy Counsel
--------------------------------------------------------
Rock Pond Acres, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of Oregon to hire SRL Legal, LLC as its legal
counsel.
The firm will advise the Debtor of its powers and duties in the
operation of its business; institute adversary proceedings; prepare
legal papers; and provide other legal services in connection with
its Chapter 11 case.
Sally Leisure, Esq., the firm's attorney who will be handling the
case, charges an hourly fee of $315.
SRL Legal does not hold any interest materially adverse to the
interest of the Debtor's bankruptcy estate, creditors and equity
security holders.
The firm can be reached through:
Sally Leisure, Esq.
SRL Legal, LLC
25-6 NW 23rd Place, #241
Portland, OR 97210
Tel: 503-781-8211
Email: sally@sallyleisure.com
About Rock Pond Acres
Rock Pond Acres, LLC is a privately held company that is primarily
engaged in renting and leasing real estate properties.
Rock Pond Acres sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 20-30574) on Feb. 19,
2020. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge Peter C. Mckittrick oversees the case. Sally
Leisure, Esq., at SRL Legal, LLC, is the Debtor's legal counsel.
ROCKY MOUNTAIN: Increases Authorized Common Stock to 1-Bil. Shares
------------------------------------------------------------------
As previously disclosed in Rocky Mountain High Brands, Inc.'s
Schedule 14C filed Feb. 20, 2020, on Dec. 20, 2019, the Company's
board of directors and holders of a majority of its voting capital
stock acted by written consent in lieu of a special meeting of
stockholders to approve an amendment to the Company's Articles of
Incorporation to increase its authorized shares of common stock
from 200,000,000 shares to 1,000,000,000 shares.
This amendment to the Company's Articles of Incorporation became
legally effective on March 17, 2020.
About Rocky Mountain
Rocky Mountain High Brands, Inc. is a lifestyle brand management
company that markets primarily CBD and hemp-infused products to
health-conscious consumers. The Company's products span various
categories including beverage, food, fitness, and skin care. RMHB
also markets a naturally high alkaline spring water and a
water-based protein drink with caffeine and B vitamins. All
products comply with federal regulations on hemp products and
contain 0.0% tetrahydrocannabinol (THC), the psychoactive
constituent of cannabis.
Rocky Mountain reported a net loss of $3.35 million for the year
ended Dec. 31, 2018, compared to a net loss of $11.64 million for
the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company
had $1.13 million in total assets, $2.17 million in total current
liabilities, and a total shareholders' deficit of $1.04 million.
Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 12, 2019, citing that the Company has a
shareholders' deficit of $702,555, an accumulated deficit of
$35,018,351 as of Dec. 31, 2017, and has generated operating losses
since inception. These factors, among others, raise substantial
doubt regarding the Company's ability to continue as a going
concern.
RUSTIC STEEL: Court Confirms Reorganization Plan
------------------------------------------------
The case of Rustic Steel Creations, Inc., before the Court for
hearing on Feb. 24, 2020, at 1:30 p.m., to consider:
* final approval of the Disclosure Statement and confirmation of
the Plan of Reorganization of Rustic Steel Creations,
* the Hillsborough County Tax Collector's objection to
Confirmation filed by the Hillsborough County Tax Collector; and
* the Debtor's motion for cram-down filed by the Debtor.
The ballot tabulation as filed on Feb. 20, 2020 reflects Classes 3,
5, 9 and 10 are impaired but affirmatively voted for the Plan;
Classes 1, 2, 4, 6, 7 and 8 are impaired and did not vote to accept
or reject the Plan; and, Class 11 is unimpaired and therefore
deemed to have accepted the Plan. Therefore, the ballot tabulation
reflects the acceptance by creditors holding the required number
and dollar amount of votes with respect to each impaired Class that
voted on the Plan.
In open court at the confirmation hearing, counsel for the Debtor
announced the following modifications that shall, through this
Order be incorporated into the Plan:
1. Class 1. The Debtor amends Class 1 by substituting the tax
certificate holder, FCAP as Custodian for FTCFIMT, LLC, in place of
HCTC. All other terms of Class 1 remain the same.
2. Class 2. The Debtor amends Class 2 by substituting the tax
certificate holder, Keys Tax Funding, LLC, in place of HCTC. All
other terms of Class 2 remain the same.
3. 2019 Real Property Taxes. The Debtor shall escrow from the
Exit Funding sufficient funds and shall pay the 2019 real property
taxes on the Real Property in full by no later than March 31, 2020.
All other terms of the Exit Funding shall remain the same.
4. Lease with Palori. The Debtor is assuming the Lease Agreement
(the "Palori Lease") between the Debtor and Palori Equities, Inc.;
and, will pay Palori the cure amount of $12,199 on or before the
Effective Date.
Judge Caryl E. Delano has ordered that the Disclosure Statement
complies with Section 1125 of the Bankruptcy Code and is finally
APPROVED as containing adequate information.
The Plan is CONFIRMED pursuant to Sections 1129(a) and (b) of the
Bankruptcy Code.
All other objections that could have been made to the Plan but were
not are hereby overruled in all respects.
The HCTC objection has been WITHDRAWN in open court by HCTC and for
the reasons stated on the record the Court finds it appropriate to
permit HCTC to withdraw the Objection.
The cramdown motion is GRANTED to the extent necessary to confirm
the Plan as to any unaccepting class pursuant to Section
1129(b)(2)(B) of the Bankruptcy Code.
A full-text copy of the Order dated March 9, 2020, is available at
https://tinyurl.com/tadhns6 from PacerMonitor.com at no charge.
About Rustic Steel Creations
Based in Tampa, Fla., Rustic Steel Creations, Inc., filed a
voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04467)
on May 10, 2019, listing under $1 million in both assets and
liabilities. David Jennis, P.A., represents the Debtor. The
petition was signed by Dominique Martinez, president.
RV RENTALS: Seeks to Hire Marc S. Stern as Counsel
--------------------------------------------------
RV Rentals Seattle, Inc., seeks authority from the U.S. Bankruptcy
Court for the Western District of Washington to employ the Law
Office of Marc S. Stern, as counsel to the Debtor.
RV Rentals requires Marc S. Stern to represent and provide legal
services to the Debtor in the bankruptcy case.
Marc S. Stern will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Marc S. Stern, a partner of the Law Office of Marc S. Stern,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
The Firm can be reached at:
Marc S. Stern, Esq.
LAW OFFICE OF MARC S. STERN
1825 NW 65 th Street
Seattle, WA 98117
Tel: (206) 448-7996
E-mail: marc@hutzbah.com
About RV Rentals Seattle
RV Rentals Seattle, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Wash. Case No. 20-10759) on March 9, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Marc S. Stern, Esq.
SABBATICAL INC: Court Approves and Confirms Plan
------------------------------------------------
On March 4, 2020, the Court held a hearing to consider approval of
the Chapter 11 Plan of Liquidation for the Bankruptcy Estate of
Sabbatical, Inc. dated Nov. 8, 2019, filed by Peoples Bank.
Judge Frank W. Volk has ordered that the Plan APPROVED and
CONFIRMED on a final basis and in all respects pursuant to Section
1129 of the Bankruptcy Code.
Robert S. Bernstein, Esq. shall be, and hereby is, appointed as the
Plan Administrator.
Upon agreement between the Plan Proponent and the Internal Revenue
Service (the “IRS”), treatment of class 2 shall be amended to
require the Plan Administrator pay the IRS’s allowed claim in the
amount of $390.00 within five business days following the Effective
Date of the Plan.
Upon further agreement between the Plan Proponent and the IRS, the
Trustee or the Plan Administrator must filed the Federal Tax
Returns, Form 1120, for the years 2015 through 2019 within sixty
(60) days from the Effective Date of the Plan.
Upon further agreement between the Plan Proponent and the IRS,
until the time has passed for the IRS to file an Administrative
Expense Claim, or the allowing of that claim in the event of an
Objection being filed to that claim, whichever is later, the Plan
Administrator shall be required to seek the consent of the IRS
prior to issuing any distributions to Administrative Expense Claim
Holders.
Counsel for the Plan Proponent shall mail a copy of this Order
Confirming the Plan as notice thereof to all creditors.
Any objections to confirmation not withdrawn or otherwise addressed
in this Order are expressly OVERRULED.
A full-text copy of the Order dated March 9, 2020, is available at
https://tinyurl.com/su4shd6 from PacerMonitor.com at no charge.
Counsel for Peoples Bank:
Kirk B. Burkley, Esq.
Bernstein-Burkley, P.C.
707 Grant Street, Suite 2200
Pittsburgh, PA 15219
Tel: 412-456-8108
E-mail: kburkley@bernsteinlaw.com
About Sabbatical
Sabbatical, Inc., sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of West Virginia
(Huntington) (Case No. 16-30247) on May 18, 2016. The petition was
signed by Dennis Johnson, president. The case is assigned to Judge
Frank W. Volk. The Debtor was estimated to have both assets and
liabilities in the range of $1 million to $10 million.
Sabbatical, Inc.'s Chapter 11 case is jointly administered with the
other Dennis Johnson cases, with the lead case captioned at
3:16-bk-30227.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case.
SAHBRA FARMS: Gross Management Objects to Disclosure Statement
--------------------------------------------------------------
Gross Management Company, LTD. and John Koscianski, Administrator
of the Estate of Dolores Gross submitted an objection to the
Disclosure Statement of debtor Sahbra Farms, Inc., which was filed
with this Court on Feb. 7, 2020.
Gross points out that the Disclosure statement fails to adequately
inform Creditors as to the details on the current zoning litigation
on the Mining Permit issue, including any analysis of the legal and
factual issues and the likelihood of Shelley prevailing on its
assertions and the timeframe for any such determination.
Gross further points out that the Disclosure statement fails to
adequately inform creditors as to all available assets and their
value.
Gross complains that the Disclosure statement fails to adequately
inform Creditors as to both the future operations of the company
and the future management of the company, including the identity of
management and compensation.
Gross asserts that the Disclosure statement fails to sufficiently
inform Creditors of the source of the information stated in the
disclosure statement.
According to Gross, the Disclosure statement fails to sufficiently
inform Creditors as to financial information, so that Creditors may
make an evaluation of the present condition of the Debtor while in
Chapter 11.
Gross points out that the Disclosure statement fails to include
estimated administrative expenses, including professional fees and
how any such claims will be paid.
Gross further points out that the Disclosure Statement fails to
include any information regarding the relationship of the Debtor
with affiliates, subsidiaries, merger or acquisition interests, and
the plan proponents.
Counsel for Gross Management Company and John Koscianski,
Administrator of the Estate of Dolores Gross:
Marc B. Merklin
Brian D. Merklin
Brouse McDowell, LPA
388 South Main Street, Suite 500
Akron, Ohio 44311-4407
Tel: (330) 535-5711
Fax: (330) 253-8601
E-mail: mmerklin@brouse.com
bmerklin@brouse.com
About Sahbra Farms
Sahbra Farms Inc. -- a horse breeder in Streetsboro, Ohio -- sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 19-51155) on May 16, 2019. In the petition signed by
its president, David Gross, the Debtor disclosed $3,286,476 in
assets and $2,684,224 in debts. The Hon. Alan M. Koschik is the
case judge. The Debtor is represented by Thomas W. Coffey, Esq. at
Coffey Law LLC.
SIMKAR LLC: April 13 Hearing on Neo Lights Plan Set
---------------------------------------------------
Sandeep Gupta, chapter 11 trustee of Neo Lights Holding, Inc., a
debtor affiliate of Simkar LLC, seeks entry of an order approving
the Disclosure Statement For Plan of Liquidation for Neo Lights
Holdings, Inc. filed by the Trustee on February 20, 2020.
On March 3, 2020, Judge Robert D. Drain ordered that:
* The Disclosure Statement is approved on a conditional basis as
containing adequate information.
* The notice to holders of Claims in Classes 1, 2, 3 and 4, which
Classes are Unimpaired under the Plan and notice to holders of
Interests in Class 8 and holders of Claims in Classes 6 and 7, who
will neither receive any distribution nor retain any property under
the Plan on account of their Claims or Interests and, therefore,
are deemed to have rejected the Plan, are approved.
* The Trustee is authorized to make non-material changes to the
Disclosure Statement and related documents and revise the
Disclosure Statement and related documents.
* The Solicitation Procedures are approved; provided, however, that
the Trustee has reserved the right to modify, amend, or supplement
the Solicitation Procedures.
* April 13, 2020, at 10:00 a.m. at the United States Bankruptcy
Court for the Southern District of New York, 300 Quarropas Street,
Room 249, White Plains, New York 10601 is the Joint Hearing.
* April 6, 2020, is fixed as the last day to file objections or
proposed modifications to the Plan and objections to the approval
of the Disclosure Statement.
A full-text copy of the order dated March 3, 2020, is available at
https://tinyurl.com/sdqsox7 from PacerMonitor at no charge.
About Simkar LLC
Based in Tarrytown, New York, SIMKAR LLC -- http://www.simkar.com/
-- is an internationally known designer, developer, and
manufacturer of lighting products. Since 1952, the Company has
provided a diverse selection of high-quality LED lighting fixtures,
along with other technologies to contractors, specifiers, and other
strategic partners. The Company designs and manufactures lighting
fixtures at its 283,500 square foot manufacturing facility in
Philadelphia, PA.
Neo Lights Holdings, Inc. -- http://neolightsholdings.com/-- is a
renewable energy technology company and global developer and
manufacturer of LED technologies, smart sensors and networking
systems, with innovative approaches to off-grid and on grid
emergency management networked solutions for commercial, domestic,
international, and government markets.
SIMKAR LLC filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 19-22576) on March 6, 2019. At the time of filing,
thexDebtor had estimated assets and estimated liabilities of $10
million to $50 million.
Neo Lights sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No.19-22589) on March 8, 2019, estimating $1 million to $10 million
in assets and liabilities.
The petitions were signed by Alfred Heyer, Neo Lights Holdings
Inc., president of managing member.
The Debtors' counsel is H. Bruce Bronson, Jr., Esq., in Harrison,
New York.
SOUTHWEST AIRLINES: Cuts 1,000 More Daily Flights
-------------------------------------------------
Dallas-based Southwest Airlines said it is canceling 1,000 daily
flights beginning March 22, 2020, and halting all international
routes as the coronavirus pandemic continues to cripple air
travel.
The airline said March 20 that the new cancellations account for
about 25% of its nearly 4,000 daily flights. It'll continue flying
that schedule until April 14. Southwest previously said it would
cut 20% of its flights from April 14 through June 5.
"During this unprecedented time, we will continually assess the
real-time, market demand for Southwest's service with the goal of
canceling flights that have alternate flights or route options and
that affect the fewest number of customers," the company said.
The Company has raised its current unrestricted cash balance is
estimated to be approximately $6.2 billion:
* The Company recently issued $500 million of unsecured debt.
* On March 12, 2020, Southwest entered into a new $1.0 billion
364-day term loan credit facility agreement with a syndicate of
lenders identified in the 364-Day Credit Agreement that was drawn
in full on the closing date. JPMorgan Chase Bank, N.A. acts as
administrative agent under the 364-Day Credit Agreement. The
364-Day Credit Agreement matures in full on March 11, 2021, and is
subject to mandatory prepayment requirements with the net proceeds
of certain capital market transactions that may occur prior to its
maturity.
* On March 16, the Company drew down the full $1.0 billion under
its $1.0 billion revolving credit facility expiring in August 2022.
The Company currently has approximately 525 unencumbered aircraft
valued at approximately $10 billion.
The Company said in its March 16 statement it has experienced more
dramatic declines in passenger bookings in March and the second
quarter of 2020, as well as an unprecedented increase in close-in
trip cancellations. The Company has recently experienced several
days of net negative bookings, primarily in March and April 2020,
where trip cancellations outpaced new passenger bookings. The
Company's month-to-date load factor through March 15, 2020, was
approximately 67%, with recent days trending toward 50%. As the
impact of the COVID-19 pandemic grows, and based on current booking
and cancellation trends, the airline expect revenue trends for the
remainder of March and second quarter 2020 to deteriorate further.
About Southwest Airlines
Southwest Airlines Co. is a major American airline headquartered in
Dallas, Texas, and is the world's largest low-cost carrier. The
airline was established on March 15, 1967 by Herb Kelleher as Air
Southwest Co. As of 2018, Southwest carries the most domestic
passengers of any United States airline.
SPIRIT AIRLINES: Fitch Puts BB Ratings on Watch Negative
--------------------------------------------------------
Fitch Ratings has placed Spirit Airlines on Rating Watch Negative.
The Negative Rating Watch is based on the sharp drop in demand
occurring in the market due to coronavirus. U.S. airlines are
reporting steep and broad-based declines in passenger numbers since
the virus began to appear widely outside of China. The Rating Watch
Negative reflects Fitch's view that the impact on profitability
from a prolonged coronavirus outbreak would push Spirit's leverage
metrics outside of levels that support the 'BB' rating. The Rating
Watch will be resolved as Fitch evaluates the evolution of the
outbreak and evaluates whether Spirit's solid liquidity balance and
low-cost structure allow it to return to credit metrics consistent
with the 'BB' rating by the end of 2021 or 2022.
The coronavirus is a quickly evolving situation. As observed in
past crises (9/11, SARS, financial crisis), air traffic is
resilient and tends to bounce back quickly. Should the disruption
to passenger travel be short lived, Spirit is likely to return to
levels of credit metrics supportive of the 'BB' rating. However,
Fitch believes that downside risk is sufficient at this point to
warrant the Rating Watch, as the coronavirus contributes to the
existing risks driving the prior Negative outlook.
KEY RATING DRIVERS
Coronavirus Assumptions: Fitch's coronavirus scenario envisions a
~15% drop in RPMs for the full year, along with a mid to high
single digit drop in yields. This would entail a steep drop-off in
Q2 and Q3 traffic followed by a recovery in Q4. Both liquidity and
debt levels would leave Spirit in an initially weaker state after
the initial sharp downturn, exposing it to additional exogenous
shocks if they should arise. This scenario will be revised further
as more data becomes available. In such a scenario, credit metrics
would trend towards levels that support the current rating. Fitch's
analysis of this stress case included an evaluation of estimated
monthly cash burn for the next several months based on an
assumption of at least 75% temporary revenue decline. Fitch also
evaluated a scenario with a longer coronavirus impact, which is a
significant risk. This scenario would push Spirit outside of
Fitch's negative sensitivities through 2021, which would lead to a
downgrade.
Risk Mitigants: Fitch believes that Spirit's low-cost structure and
liquidity act as meaningful cushions to further downside risks. The
company may fare better than larger network carriers due to its
domestic focus and presence in Latin American markets which, at
least to date, have been less severely impacted than other
international markets Spirit had $1.08 billion in cash and
equivalents on the balance sheet at YE 2019 or 28% of LTM revenue,
which is higher than most peers. Spirit also reports holding
roughly $700 million in unencumbered assets, primarily consisting
of aircraft that can be used to raise cash if needed.
The price of jet fuel is also a key consideration. The recent drop
in crude prices plus reductions in flying could cut Spirit's fuel
bill by $300 million or more in 2020. Fitch's stress case
incorporates jet fuel of around $1.50/gallon for the year.
Manageable Debt Maturities: Debt maturities are modest in the
near-term totaling $222 million in 2020. Spirit already has
committed funding for aircraft deliveries scheduled for this year,
mitigating the cash burn from pending capital expenditures. Cash on
hand plus forecast CFFO are more than sufficient to maintain solid
liquidity through the year even in Fitch's stress case.
Low Cost Structure, Leisure Focus: Spirit's CASM ex-fuel is more
than 30% below its closest competitor, which is a key advantage if
the company can stimulate demand with low fares and remain modestly
profitable. This may be particularly important if the flying public
is reluctant to start traveling again assuming that the impact of
the virus starts to trail off over the coming months. In addition,
Spirit's focus on leisure travel may be a benefit, though not
immediately. All air travel, business and leisure, is declining
rapidly in the near term, but it is possible that vacation and
"visiting friends and relatives" traffic could pick up before
corporate travel policies are loosened.
Solid (pre-virus) Operating Margins: Prior to the spread of
coronavirus, Spirit typically operated with near-industry best
operating margins. Spirit's EBIT margin in 2019 was 13.6%, behind
only Delta and Alaska among rated competitors in North America.
Solid operating margins act as a partial buffer as demand drops.
DERIVATION SUMMARY
Spirit's 'BB' rating is supported by its low-cost structure, solid
operating margins and liquidity compared to peers. Operating
margins compare favorably to Fitch rated North American Airlines in
the 'BBB' category, such as Delta Air Lines and Alaska Airlines.
These factors act as an effective buffer against economic
downturns, as they allow Spirit to operate profitably while
offering low fares. Spirit also maintains a sizeable liquidity
balance compared to peers. As of YE 2019, Spirit had a liquidity
balance equal to 28% of LTM revenue, which is notably higher than
peers rated in the 'BB' or 'BBB' category. Spirit's liquidity
advantage is offset by its comparatively small base of unencumbered
assets.
Spirit's ratings are constrained by its relatively high gross
adjusted leverage compared to peers. Unlike the major network
carriers (Delta and United,) Spirit has no pension obligations,
which partially offsets its higher gross leverage ratio (Fitch does
not include pension deficits in total debt). Free cash flow is also
weak compared to peers rated in the 'BB' category, however this is
largely attributable to Spirit's high rate of growth.
KEY ASSUMPTIONS
-- A sharp drop in near-term demand leading to revenues down 75%
or more over the next several months;
-- Fuel costs at $1.50/gallon through 2020;
-- A gradual return to normal bookings in the back half of the
year.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Adjusted debt/EBITDAR sustained below 4.0x;
-- FFO fixed-charge coverage sustained around 3.0x;
-- FCF generation above Fitch's base case expectations;
-- Moderating policies toward financial leverage and
shareholder-friendly cash deployment.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Adjusted debt/EBITDAR sustained above 4.5x;
-- EBITDAR margins deteriorating into the low double-digit
range;
-- Shareholder-focused cash deployment at the expense of a
healthy balance sheet;
-- Liquidity sustained below 15% of LTM revenue.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: As YE 2019, Spirit had cash and equivalents of
$1.1 billion equaling 28% of LTM revenue. Fitch views Spirit's
upcoming debt maturities as manageable given its cash on hand and
ability to raise additional capital in the current environment.
STEM HOLDINGS: Incurs $3.31 Million Net Loss in First Quarter
-------------------------------------------------------------
Stem Holdings, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $3.31 million on $1.32 million of revenues for the three months
ended Dec. 31, 2019, compared to a net loss of $4.17 million on
$338,000 of revenues for the three months ended Dec. 31, 2018.
As of Dec. 31, 2019, the Company had $29.12 million in total
assets, $7.94 million in total liabilities, and $21.18 million in
total shareholders' equity.
The Company had cash of approximately $671,000 as of Dec. 31, 2019.
The Company's primary uses of cash have been for salaries, fees
paid to third parties for professional services, insurance, general
and administrative expenses, investment in entities engaged in the
cultivation, production and sale of cannabis and related rental
properties for those entities and the acquisitions and development
of rental properties and their improvement. All funds received
have been expended in the furtherance of growing the business. The
Company has received funds from financing activities such as from
equity offerings and debt financing as well as the proceeds from
the acquisition of entities with significant cash holdings.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/umfOts
About Stem Holdings
Headquartered in Boca Raton, Florida, Stem Holdings, Inc. --
http://www.stemholdings.com/-- is a multi-state, vertically
integrated, cannabis company that purchases, improves, leases,
operates and invests in properties for use in the production,
distribution and sales of cannabis and cannabis-infused products
licensed under the laws of the states of Oregon, Nevada,
California, and Oklahoma.
Stem Holdings reported a net loss of $28.98 million for the year
ended Sept. 30, 2019, compared to a net loss of $8.70 million for
the year ended Sept. 30, 2018. As of Sept. 30, 2019, the Company
had $31.09 million in total assets, $7.50 million in total
liabilities, and $23.59 million in total shareholders' equity.
LJ Soldinger Associates, LLC, in Deer Park, IL, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated March 1, 2020, citing that the Company and its
affiliates reported net losses of $28.985 million and $8.698
million, negative working capital of $2.635 million and $2.273
million and accumulated deficits of $37.082 million and $11.533
million as of and for the year ended Sept. 30, 2019 and 2018,
respectively. In addition, the Company has commenced operations in
the production and sale of cannabis and related products, an
activity that is illegal under United States Federal law for any
purpose, by way of Title II of the Comprehensive Drug Abuse
Prevention and Control Act of 1970, otherwise known as the
Controlled Substances Act of 1970. These factors raise substantial
doubt as to the Company's ability to continue as a going concern.
SUNOPTA INC: Q1 2020 Adjusted EBITDA Expected to Double YOY
-----------------------------------------------------------
SunOpta Inc. announced preliminary financial guidance for the first
quarter ending March 28, 2020. This estimate is based on January
and February actuals combined with a forecast for March. This
guidance is being provided to update shareholders on the Company's
performance and to disseminate non-public information to the
market, to facilitate the accurate pricing of up to $60 million of
preferred shares financing. Given the attractive growth
opportunities in SunOpta's plant-based foods and beverages segment,
the proceeds will be primarily used to drive accelerated growth in
this business unit.
SunOpta estimates the following ranges of performance for the first
quarter, 2020:
* Revenue in a range of $320 to $340 million, compared with
$305.3 million in the first quarter of 2019, or $295.0
million adjusted for disposed operations
* Net income (loss) attributable to common shareholders in a
range of ($2.0) - $2.0 million, compared with $23.7 million
in the first quarter of 2019. Net income in the first
quarter of 2019 included a pre-tax gain on the sale of the
specialty and organic soy and corn business of $45.6
million.
* Adjusted EBITDA in a range of $21 to $25 million, compared
with $10.9 million in the first quarter of 2019, or $11.1
million adjusted for disposed operations.
* The Company attributes approximately $5-$10 million of
revenue growth and approximately ($.0.5)-$(1.5) million of
Adjusted EBITDA to the impact of COVID-19. The positive
margin impact of the revenue growth is being more than
offset by an approximately $2.5 million unrealized loss on
Mexican inventory revaluation as a result of the Peso
devaluation.
"I am pleased to report that SunOpta expects to double adjusted
EBITDA, excluding disposed operations, in the first quarter of 2020
versus the prior year. The adjusted EBITDA results reflect strong
performance in all three of our business units. We continue to
deliver very strong revenue growth and margin expansion in our
plant-based beverages business unit, supported by sequential
improvement in our fruit-based segment. Our Global Ingredients
business unit is also seeing strong sequential improvement as we
moved past the previously identified non-systemic headwinds from
Q4. Overall, this continues the strong trend established in the
fourth quarter of 2019, where the plant-based segment revenue grew
by 25% and SunOpta doubled adjusted EBITDA," said Joe Ennen, chief
executive officer at SunOpta.
Mr. Ennen continued, "To support attractive strategic growth
investments in the plant-based food and beverage segment and to
provide incremental corporate liquidity, we are also exploring a
smaller debt financing package to supplement preferred equity
financing. The total of these financing efforts could be up to $85
million in value. No assurances can be given that these financing
efforts will be successful. We will provide an update at, or in
advance of, our first quarter earnings release date."
The performance expectations are preliminary estimates and
unaudited. All preliminary performance expectations provided are
subject to change pending the completion of the Company's fiscal
quarter and the Company's financial reporting procedures. The
Company does not currently intend to provide preliminary financial
information with respect to future periods. The Company expects to
report full first quarter financial results in early May 2020.
About SunOpta Inc.
Headquartered in Ontario, Canada, SunOpta Inc. is a global company
focused on organic, non-genetically modified ("non-GMO") and
specialty foods. SunOpta specializes in the sourcing, processing
and packaging of organic and non-GMO food products, integrated from
seed through packaged products; with a focus on strategic
vertically integrated business models. SunOpta's organic and
non-GMO food operations revolve around value-added grain, seed,
fruit and vegetable-based product offerings, supported by a global
sourcing and supply infrastructure.
SunOpta reportedg a loss attributable to common shareholders of
$8.78 million for the year ended Dec. 28, 2019, compared to a net
loss attributable to common shareholders of $117.11 million on
$1.26 billion of revenues for the year ended Dec. 29, 2018.
As of Dec. 28, 2019, the Company had $923.4 million in total
assets, $710.93 million in total liabilities, $82.52 million in
series A preferred stock, and $129.91 million in total equity.
* * *
As reported by the TCR on Sept. 18, 2019, S&P Global Ratings
lowered its issuer credit rating on Mississauga, Ont.-based SunOpta
Inc. to 'CCC' from 'CCC+'. The downgrade reflects weak operating
performance due to crop shortages in SunOpta's key strawberry
sourcing regions.
TARONIS TECHNOLOGIES: Receives Noncompliance Notice from Nasdaq
---------------------------------------------------------------
Taronis Technologies, Inc., received on March 12, 2020,
notification from the Listing Qualifications department of The
Nasdaq Stock Market LLC indicating that, due to the Company's
non-compliance with the minimum $1.00 per share bid price threshold
for the previous 30 consecutive business day period and given that
the Company was subject to ongoing monitoring with respect to its
compliance with Nasdaq Listing Rule 5505(a) by the Nasdaq Hearings
Panel, the Company's securities would be subject to suspension and
delisting unless the Company timely requests a hearing before the
Panel. The Company plans to timely request a hearing, which
request will stay any further action by Nasdaq at least pending the
ultimate outcome of the hearing process.
At the hearing, the Company will present its plan to evidence
compliance with the Bid Price Rule and request an extension of time
to do so. The Company is taking steps to satisfy the Bid Price
Rule within the discretionary period available to the Panel;
however, there can be no assurance that the Panel will grant the
Company additional time or that the Company will be able to regain
compliance within the timeframe that may be granted by the Panel.
About Taronis Technologies
Clearwater, Florida-based Taronis Technologies Taronis
Technologies, Inc. (TRNX) is a technology-based company that is
focused on addressing the global constraints on natural resources,
including fuel and water. The Company's two core technology
applications -- renewable fuel gasification and water
decontamination/sterilization -- are derived from its patented and
proprietary Plasma Arc Flow System. The Plasma Arc Flow System
works by generating a combination of electric current, heat,
ultraviolet light and ozone, that affects the feedstock run through
the system to create a chosen outcome, depending on whether the
system is in "gasification mode" or "sterilization mode". The
Company operates 22 locations across California, Texas, Louisiana,
and Florida.
Taronis reported a net loss of $15.04 million in 2018 following a
net loss of $11.02 million in 2017. As of Sept. 30, 2019, Taronis
had $47.76 million in total assets, $11.49 million in total
liabilities, and $36.27 million in total stockholders' equity.
Marcum LLP, in New York, NY, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated April
12, 2019, citing that the Company has incurred significant losses,
continued to have negative cash flows from its operating
activities, and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
TORTOISE BORROWER: Moody's Cuts CFR & Senior Sec. Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded Tortoise Borrower, LLC's
corporate family rating to Ba3 from Ba2, and has downgraded to Ba3
from Ba2 the company's senior secured term loan due 2025. At the
same time, Moody's has placed the ratings under review for
downgrade. The previous outlook on Tortoise Borrower, LLC was
stable.
The following rating actions were taken:
Issuer: Tortoise Borrower, LLC
Corporate Family Rating, downgraded to Ba3 from Ba2; Placed
under Review for Downgrade
Probability of Default Rating, downgraded to Ba3-PD from
Ba2-PD; Placed under Review for Downgrade
Senior Secured Revolving Credit Facility due 2023, downgraded
to Ba3 from Ba2; Placed under Review for Downgrade
Senior Secured 1st Lien Term Loan due 2025, downgraded to Ba3
from Ba2; Placed under Review for Downgrade
Outlook Action:
Issuer: Tortoise Borrower, LLC
Outlook changed to Ratings Under Review from stable
RATINGS RATIONALE
The downgrade follows the sharp decline in the company's asset
under management (AUM) over the last few weeks. Tortoise's AUM
base, which is heavily concentrated in the midstream energy asset
class, has been significantly affected by the extreme volatility in
equity prices for midstream energy companies. The AUM decline,
absent any recovery in equity prices for midstream energy
companies, would significantly reduce Tortoise's revenue and
earnings in 2020. Consequentially, Moody's expects Tortoise's
debt/EBITDA which at year-end 2019 stood at 5x to remain elevated.
The high proportion of variable costs in Tortoise's operating
expense base together with material in-progress fixed cost
reductions being made by the company will serve as buffer against
the AUM driven revenue declines.
Although the midstream energy sector does not have direct exposure
to changes in commodity prices, volume declines and lower upstream
activity stemming from slower economic activity will likely
negatively impact valuations of Tortoise's funds' midstream
holdings once the coronavirus related extreme market volatility
subsides. Additionally, Moody's expects the ongoing market
volatility to have a large impact on investors' risk appetites.
During the review period, Moody's will assess 1) to what extent the
elevated market volatility and adverse market environment will
affect Tortoise's cash flows 2) the company's ability to resize its
cost structure to reflect its lower base of AUM.
Factors that could lead to a further downgrade of Tortoise's
ratings include: 1) a deterioration in the company's liquidity
profile; or 2) acceleration of redemptions such that asset
resiliency is significantly weakened; or 3) a material decrease in
profitability.
Factors that could lead to a confirmation of Tortoise's ratings
include: 1) maintenance of a solid liquidity profile or 2)
stabilization in the equity prices for midstream energy companies
into the business that improve asset resiliency; or 3) reductions
to the company's expense base that meaningfully stabilize cash
flows and profitability.
Tortoise's Ba3 corporate family rating reflects its leading market
position within midstream energy managers and historically strong
profitability. However, the rating is constrained by the company's
high financial leverage, modest scale and concentrated asset mix.
The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.
UNITED AIRLINES: Fitch Alters Outlook on BB IDR to Negative
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for United
Airlines Holdings, Inc. and its airline operating subsidiary,
United Airlines, Inc. at 'BB' and revised its Rating Outlook to
Negative.
The Negative Outlook is based on the sharp drop in demand occurring
in the market due to efforts to contain the coronavirus. U.S.
airlines are reporting steep and broad-based declines in passenger
numbers since the virus began to appear widely outside of China.
Fitch's current forecast for United anticipates that the company
will be able to return to credit metrics that support the 'BB'
rating in 2021. However, Fitch's forecasts depend on air traffic
returning toward normal levels over the course of 2020. The
Negative Outlook reflects the rapidly evolving impact of the
coronavirus, the potential for traffic to be affected for
significantly longer than in prior crises, and United's large
international exposure, which has been hit particularly hard.
The ratings affirmation at the 'BB' level reflects generally
positive trends at United including the company's solid operational
and financial performance relative to peers over the past two
years. The company also has sufficient liquidity on-hand, options
to raise cash in the future, and manageable near-term maturities
that cushion it from financial distress.
KEY RATING DRIVERS
Coronavirus Assumptions: Fitch's main coronavirus scenario includes
a sharp downturn, followed by a recovery in the second half in line
with prior downturns. This scenario would hurt United's credit
metrics, but improvement in the second half and 2021 would lead
United's credit metrics to be supportive of the current rating by
YE 2021 or early 2022. Both liquidity and debt levels would leave
United in an initially weaker state after the initial sharp
downturn, exposing it to additional exogenous shocks if they should
arise. Fitch also evaluated a scenario with a longer coronavirus
impact, which is a significant risk, and this scenario would push
United outside of Fitch's negative sensitivities through 2021,
which would lead to a downgrade. This risk is incorporated in the
Negative Outlook. Fitch's coronavirus scenario analyzed monthly
cash burn assuming a revenue drop of at least 75% over the next few
months. This scenario will be revised further as more data becomes
available.
Mitigating Actions: United has obtained a $2 billion term loan
secured by aircraft aimed at shoring up liquidity, leaving it with
more than $8 billion in liquidity going into this event. The
company has also recently reported an unencumbered asset balance
that it estimates at $20 billion, inclusive of its Mileage Plus
plan, that can be leveraged to raise cash if needed. United
announced a hiring freeze and is pursuing voluntary unpaid leave
for its employees. The company cut its capex forecast for 2020 to
$4.5 billion, down from roughly $7 billion from its prior plans.
Fitch anticipates that these measures should provide sufficient
liquidity to weather a sharp downturn.
Debt maturities for the year are manageable. Total principal
payments on debt and finance leases total roughly $1.5 billion for
2020, which should be addressable with cash on hand along with
other available liquidity options.
The price of jet fuel is also a key consideration. The recent drop
in crude prices plus reductions in flying could cut United's fuel
bill by 40% or more in 2020. United spent $8.95 billion in fuel in
2019, or 23% of its total operating costs. Fitch's stress case
incorporates jet fuel of around $1.50/gallon for the year.
International Exposure: United is the most international-focused US
network carrier, with only 62.3% of its 2019 revenue coming from
domestic service. International travel has been particularly hard
hit in the early days of the coronavirus outbreak, presenting a
larger headwind for United than for some other carriers. 17.1% of
United's 2019 passenger revenue was derived from trans-Atlantic
travel and 11.8% from the Pacific region, both of which are being
severely restricted in the current environment.
Solid Credit Metrics Prior to Outbreak: Fitch calculates United's
total adjusted debt/EBITDAR at 3x as of YE 2019 which it considers
to be supportive for the rating. FFO fixed-charge coverage is also
solid for the rating at over 4x. United maintains stronger metrics
than Spirit, a competitor that is also rated in the 'BB' category.
United's leverage and profitability metrics remain modestly weaker
than its network competitor Delta, which Fitch rates at 'BBB-'.
United's weaker leverage metrics are partially offset by its
smaller pension liabilities compared to Delta, which Fitch does not
include in its leverage calculation.
FCF to Improve: Coronavirus disruption and capital spending will
likely push FCF sharply negative for 2020. Fitch expects a recovery
in demand and moderating capital spending in future years to drive
positive FCF that will allow the company to pay down incremental
debt raised to shore up liquidity during this period.
Fitch's prior forecasts anticipated that United would generate
significantly positive FCF over the multi-year forecast period
after 2020 which would largely have been directed back to
shareholders. United spent $1.65 billion on repurchases in 2019 and
$1.2 billion in 2018. United suspended its share repurchase program
as concerns about the virus increased, representing a meaningful
cash preservation lever. Fitch views share repurchase activity as
unlikely over the next two years at least as the company will more
likely focus on its balance sheet after demand recovers.
DERIVATION SUMMARY
United's 'BB' rating is in between the ratings of its two major
network rivals, Delta Air Lines and American Airlines. The ratings
distinction between the three airlines is reflective of the
financial strategies adopted by each airline. For instance,
following its merger with Northwest Airlines, Delta aggressively
de-leveraged its balance sheet and now maintains a leverage ratio
of less than 2x, compared with 3x for United. American Airlines on
the other hand, has adopted a more aggressive financial policy,
borrowing heavily to finance new aircraft deliveries while
simultaneously sending material amounts of cash to shareholders via
share repurchases. As such, American's debt levels have risen since
it exited bankruptcy and it now maintains an adjusted leverage
metric of just over 5x. United's ratings are in line with JetBlue.
JetBlue benefits from lower leverage metrics than United, offset by
its smaller size and geographic reach. Fitch also rates Spirit
Airlines 'BB'. Spirit's leverage metrics are weaker than United's
but its credit profile is supported by its low-cost structure and
high operating margins.
KEY ASSUMPTIONS
-- A sharp drop in near-term demand leading to revenues down 75%
or more over the next several months;
-- Fuel costs at $1.50/gallon through 2020;
-- A gradual return to normal bookings in the back half of the
year.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Adjusted debt/EBITDAR sustained above 3.5x;
-- EBITDAR margins deteriorating into the low double-digit
range;
-- Persistently negative or negligible FCF.
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Adjusted debt/EBITDAR trending towards 2.5x;
-- FFO fixed-charge sustained at or above 4x;
-- FCF as a percentage of revenue sustained in the mid-single
digits;
-- Continued improvements in United's operational performance;
-- Evidence of improving unit revenues.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of YE 2019, United maintained
approximately $6.9 billion in total liquidity including full
availability under its $2.0 billion revolver. Liquidity as a
percentage of LTM revenue was 16.1%, which along with other efforts
to raise capital should allow the company to manage through the
coronavirus situation in the near term. The company also maintains
a sizable and growing base of unencumbered assets that can be
tapped to raise funds if needed in the case of a downturn.
ESG CONSIDERATIONS
ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).
UNITED AIRLINES: Warns of Furloughs Absent Bailout
--------------------------------------------------
United Airlines said on Friday it could lay off or furlough workers
in the coming weeks if Congress doesn't pass a relief package for
the US airline sector by the end of March.
The air travel industry is suffering enormous financial losses as
the coronavirus pandemic has reduced travel.
United announced March 17, 2020, a 60% schedule reduction in April
-- this includes a 42% reduction across the U.S. and Canada and an
85% decrease in international flights.
Three days later, on March 20, United said that due to government
mandates or restrictions in place prohibiting travel, the airline
is reducing its international schedule by 95% for April.
On March 20, CEO Oscar Munoz and President Scott Kirby, in a letter
co-signed by the airlines labor union partners, asked carrier's
100,000 employees to ask their representatives in Washington D.C.
to take a quick, bipartisan action to approve a $50 billion plus
bailout to keep U.S. airlines afloat.
"While many in Washington, D.C. now realize the gravity of this
situation, time is running out. The airline has made a number of
drastic cuts over the last several weeks to reduce our costs:
including slashing capital spending, freezing hiring, cutting
payments to contractors and vendors, eliminating all discretionary
spending and even cutting our corporate officers' salary by 50%
while reducing Oscar and Scott's salary to zero," the letter
wrote.
"However, as travel demand continues to plummet, even more
cost-cutting measures will be required soon to keep our company
afloat. To be specific, if Congress doesn't act on sufficient
government support by the end of March, our company will begin to
take the necessary steps to reduce our payroll in line with the 60%
schedule reduction we announced for April. May's schedule is likely
to be cut even further."
About United Airlines
United Airlines Holdings, Inc. (NASDAQ:UAL) is a publicly traded
airline holding company headquartered in the Willis Tower in
Chicago. UAH owns and operates United Airlines, Inc. Before the
Coronavirus pandemic, United Airlines and subsidiary United Express
-- http://www.united.com/-- operated 4,900 flights a day to 362
airports across six continents. In 2019, United and United Express
operated more than 1.7 million flights carrying more than 162
million customers. United has the world's most comprehensive route
network, including U.S. mainland hubs in Chicago, Denver, Houston,
Los Angeles, New York/Newark, San Francisco and Washington, D.C.
United operated 791 mainline aircraft and the airline's United
Express partners operated 581 regional aircraft. United is a
founding member of Star Alliance.
UNITED RESOURCE: Seeks to Hire Schafer and Weiner as Legal Counsel
------------------------------------------------------------------
United Resource, LLC, seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to hire Schafer and Weiner,
PLLC as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm will be paid at these rates:
Daniel Weiner $485 per hour
Michael Baum $485 per hour
Howard Borin $395 per hour
Joseph Grekin $385 per hour
Leon Mayer $310 per hour
Kim Hillary $335 per hour
John Stockdale $350 per hour
Jeffery Sattler $320 per hour
Jason Weiner $315 per hour
Legal Assistant $150 per hour
Schafer and Weiner's attorneys are "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code, according to
court filings.
The firm can be reached through:
Michael E. Baum, Esq.
Schafer and Weiner, PLLC
40950 Woodward Ave., Ste. 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
E-mail: mbaum@schaferandweiner.com
About United Resource
United Resource, LLC -- https://www.unitedresourcellc.com/ --
specializes in a full array of environmental services to industrial
and municipal clients. It provides slurry management, storm water
management, property maintenance, inspections and consulting,
vacuum truck services, snow removal, sewer cleaning and televising,
and waterblasting services.
United Resource sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-43856) on March 15,
2020. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge Maria L. Oxholm oversees the case. Schafer and
Weiner, PLLC is the Debtor's legal counsel.
VAC FUND HOUSTON: GS Bank Awaiting Exhibits to Plan Disclosures
---------------------------------------------------------------
Goldman Sachs Bank USA (GS Bank), a secured creditor of debtor VAC
Fund Houston, LLC, filed a limited objection to the Joint Ex Parte
Motion for Conditional Approval of Disclosure Statement.
GS Bank objects to the Motion because it seeks to impose an
expedited schedule for objecting to the Debtor's Disclosure
Statement for Joint Chapter 11 Joint Plan of Reorganization and
First Amended Joint Chapter 11 Plan of Reorganization Proposed by
the Debtor and the Official Committee of Unsecured Creditors, Dated
Feb. 24, 2020, even though these filings are missing critical
information necessary for evaluating them and formulating any
objections to them.
Other than the Plan, not one of these purported exhibits from the
Official Form 425B is attached to the Disclosure Statement or has
been filed. This information is fundamental and necessary to the
adequacy of the Disclosure Statement and the merits of the Plan.
The Debtor's financial projections are necessary for determining
whether the Plan is feasible. Without this information, GS Bank
and Debtor's other creditors should not be forced to formulate
objections to the Disclosure Statement and Plan on an expedited
basis.
A full-text copy of GS Bank's objection dated March 5, 2020, is
available at https://tinyurl.com/t9llhhc from PacerMonitor at no
charge.
Attorneys for Goldman Sachs:
SNELL & WILMER L.L.P.
Nathan G. Kanute
50 West Liberty Street, Suite 510
Reno, NV 89501
Telephone: (775) 785-5440
- and -
Eric S. Pezold
Marshall J. Hogan
600 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
Telephone: (714) 427-7000
About VAC Fund Houston
VAC Fund Houston, LLC, a Nevada-based company engaged in activities
related to real estate, filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.19-17670)
on Dec. 2, 2019, disclosing $15,948,556 in assets and $17,369,695
in liabilities. The petition was signed by Christopher Shelton,
the official overseeing the VAC Fund Houston Trust, which manages
the Debtor.
Judge Mike K. Nakagawa oversees the case. Christopher R. Kaup,
Esq., at Tiffany & Bosco, P.A., is the Debtor's legal counsel.
The U.S. Trustee for Region 17 appointed a committee of unsecured
creditors on Jan. 15, 2020. The committee retained Brinkman
Portillo Ronk, APC as counsel.
VALLEY TIMBER: Aug. 19 Plan Confirmation Hearing Set
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
conducted a hearing to consider the Disclosure Statement referring
to a Plan filed by Debtor Valley Timber Sales, Inc.
On March 3, 2020, Judge Rebecca B. Connelly approved the Disclosure
Statement and established the following dates and deadlines:
* Aug. 12, 2020, is fixed as the last date for filing and serving
written objections to confirmation of the Debtor's (or proponent's)
Plan.
* Aug. 19, 2020, at 11:00 a.m. at US Courthouse, Room 200, 255 W
Main St., Charlottesville, VA 22902 is fixed as the date, time and
place of hearing upon confirmation of said Plan.
* Tavenner & Beran, PLC, will transmit a copy of the Disclosure
Statement Approval Order along with a copy of the Plan, the
Disclosure Statement, and a ballot conforming to Official Form #14
not later than two business days prior to the hearing on
confirmation.
A full-text copy of the order dated March 3, 2020, is available at
https://tinyurl.com/twomks3 from PacerMonitor at no charge.
About Valley Timber Sales
Valley Timber Sales, Inc., is primarily a wood treating facility
located on Route 15 in Gordonsville, Virginia, directly off
Interstate 64, approximately 18 miles east of Charlottesville,
Virginia, and 50 miles west of Richmond, Virginia.
Valley Timber Sales sought Chapter 11 protection (Bankr. W.D. Va.
Case No. 19-60400) on Feb. 26, 2019. In the petition signed by
Michele Pascarella, president, the Debtor was estimated to have up
to $50,000 in assets and $1 million to $10 million in liabilities.
The Hon. Rebecca B. Connelly is the case judge. Paula Steinhilber
Beran, and Lynn Lewis Tavenner, at TAVENNER & BERAN, PLC, in
Richmond, Virginia, serve as the Debtor's counsel.
VIDANGEL INC: Creditors to Get Full Payment Under Trustee's Plan
----------------------------------------------------------------
George Hofmann, the duly-appointed Chapter 11 Trustee of debtor
VidAngel, Inc., filed the Disclosure Statement regarding the Plan
of Reorganization of the Debtor dated March 5, 2020.
The Plan proposes to pay 100% of allowed claims and provides for
the retention of equity interests. Accordingly, the Chapter 11
Trustee believes that the Plan is an appropriate exercise of his
fiduciary duties to creditors and shareholders, as directed by the
Tenth Circuit Court of Appeals and the United States Supreme
Court.
Each holder of an Allowed General Unsecured Claim in Class 2 will
be paid from Distribution Funds 100% of the principal amount of
such holder's Allowed General Unsecured Claims, plus interest at
the Plan Rate. The Reorganized Debtor will pay holders of Allowed
General Unsecured Claims quarterly payments, on a pro rata basis.
Each holder of a Class 3 Copyright Creditors' Claim will be paid
from Distribution Funds 100% of the principal amount of such
holder's Class 3 Claim, up to the pro-rata amount of the California
Court Judgment allotted to such holder, plus interest at the Plan
Rate from and after the Effective Date.
The holder of the Class 5 holders of equity interests in the Debtor
will retain its interest in the Debtor, as the Reorganized Debtor,
provided, however, that the Reorganized Debtor shall not make
distributions to the holders of Equity Interests on account of such
Equity Interests unless and until all other payment obligations
under the Plan are paid in full.
The Plan establishes a Plan Administrator to administer the Estate
and the Debtor’s reorganization. The proposed Plan Administrator
is George B. Hofmann, who currently is the Chapter 11 Trustee.
The Plan will be funded from the Reorganized Debtor's continued
business operations, as well as any proceeds that may be realized
by the Plan Administrator from Causes of Action and Claims that are
reserved under the Plan.
A full-text copy of Trustee's Disclosure Statement dated March 5,
2020, is available at https://tinyurl.com/r9jbbgy from PacerMonitor
at no charge.
Attorneys for George Hofmann:
George Hofmann
Matthew M. Boley
Jeffrey Trousdale
Cohne Kinghorn, P.C.
111 East Broadway, 11th Floor
Salt Lake City, Utah 84111
Telephone: (801) 363-4300
About Vidangel Inc.
Based in Provo, Utah, VidAngel, Inc., is an entertainment platform
empowering users to filter language, nudity, violence, and other
content from movies and TV shows on modern streaming devices such
as iOS, Android, and Roku. The company's newly launched service
empowers users to filter via their Netflix, Amazon Prime, and HBO
on Amazon Prime accounts, as well as enjoy original content
produced by VidAngel Studios. Its signature original series, Dry
Bar Comedy, now features the world's largest collection of clean
standup comedy, earning rave reviews from fans nationwide.
VidAngel filed a Chapter 11 petition (Bankr. D. Utah Case
No.17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal
Harmon, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities.
Judge Kevin R. Anderson oversees the case.
The Debtor tapped Parsons Behle & Latimer, as bankruptcy counsel;
Durham Jones & Pinegar, Baker Marquart LLP, Stris & Maher LLP and
Call & Jensen, P.C. as special counsel; and Tanner LLC as auditor
and advisor. The Debtor also hired economic consulting expert
Analysis Group, Inc.
George Hofmann was appointed as the Debtor's Chapter 11 trustee.
Cohne Kinghon, P.C. is the Trustee's bankruptcy counsel. The
Trustee also hired Call & Jensen, P.C., TraskBritt, P.C., Call &
Jensen, P.C., and Magleby Cataxinos & Greenwood, P.C. as special
counsel.
VIDEOMINING CORPORATION: Taps Onmyodo as Financial Consultant
-------------------------------------------------------------
Videomining Corporation seeks authority from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Onmyodo,
LLC, as financial consultant to the Debtor.
Videomining Corporation requires Onmyodo to:
-- provide financial services including oversight of the
corporate accounting;
-- maintain Quick Books;
-- work with an outside CPA Firms;
-- provide financial advice as required by the CEO;
-- work with vendors, creditors, and the Debtor's bankruptcy
counsel;
-- prepare budgets and financial reports;
-- assist in raising capital through the sale of patents and
raising equity; and
-- work with the senior management on project scheduling and
oversight of operations.
Onmyodo will be paid based upon its normal and usual hourly billing
rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
About Videomining Corporation
VideoMining Corporation -- http://www.videomining.com/-- is an
in-store behavior analytics for Consumer Packaged Goods (CPG)
manufacturers and retailers. VideoMining's analytics platform
utilizes a patented suite of sensing technologies to capture
in-depth shopper behavior data. These previously unmeasured
insights are then integrated with multiple other data sources such
as transactions, planograms, product mapping, loyalty and
promotions to fuel comprehensive solutions for optimizing shopper
experience and sales performance.
The company filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
20-20425) on Feb. 4, 2020. In the petition signed by Rajeev
Sharma, CEO, the Debtor was estimated to have between $10 million
and $50 million in assets and between $1 million and $10 million in
liabilities. Robert O Lampl Law Office is the Debtor's counsel.
WELDED CONSTRUCTION: Has Deals With Customers, $2M From Settlement
------------------------------------------------------------------
Debtors Welded Construction, L.P.. and Welded Construction
Michigan, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware a Chapter 11 Plan of Reorganization and a
Disclosure Statement on March 3, 2020.
Deals With Customers
The Debtors said that the Debtors and their advisors negotiated
with their customers to establish mutually agreeable terms on which
the customers would pay for the Debtors to complete unfinished
project work, until such pipelines could be placed into service.
In general, the customers agreed to fund future expenses, payroll
and union benefits and dues for the Debtors' subcontractors,
vendors and employees.
The Debtors secured debtor-in-possession financing to fund their
Chapter 11 cases. North American Pipeline Equipment Company, LLC,
an entity that is under common ownership with the partners of the
Partnership, Ohio Welded Company, LLC and McCaig Welded GP, LLC,
offered the best terms for a $20 million debtor-in-possession
financing facility primarily secured by the Debtors' owned
equipment.
The Debtors have completed their projects and the Customers are
reaping the profits from the pipelines. The DIP Facility has been
repaid. Over $181 million in prepetition employee, union,
subcontractor and vendor claims and over $56 million in
administrative expense claims have been paid even before a chapter
11 plan is confirmed. At the same time, the Debtors negotiated
consensual settlements with their Customers, namely Consumers and
Sunoco, resulting in payment of the claims of all employees,
subcontractors and vendors that worked on their Projects and the
return of approximately $18 million to the Debtors' Estates for the
benefit of other stakeholders. These efforts included significant,
expedited claims reconciliation efforts and resulted in hundreds of
settlements with subcontractors and vendors.
With these hurdles largely behind them, the Debtors, in a close and
cooperative effort with the Committee, were able to focus on other
asset maximization efforts, such as (i) the assignment of a
go-forward construction contract, which netted approximately $2.5
million, (ii) a thorough marketing and sale process of its
construction equipment, which netted approximately $30.4 million,
(iii) sale of the Debtors' corporate headquarters in the amount of
$2.7 million, and (iv)settlement of the Prime NDT litigation for
$6.2 million.
The remaining issues with other Customers and parties that were
preserved at the outset of these Chapter 11 Cases, such as
litigation with Williams and Transco, will continue to be
vigorously pursued to ensure a value-maximizing result for the
Debtors' remaining stakeholders.
Plan Settlement
During the Chapter 11 cases, the Official Committee of Unsecured
Creditors undertook an investigation of the prepetition conduct of
the Debtors and their affiliates and certain third parties
affiliated with the Debtors. In connection with the investigation,
the Debtors provided the Committee with responses to various
informal discovery and diligence request. The Debtors, in addition
to responding the Committee's requests, conducted their own
investigation of potential claims and causes of actions.
Ultimately, these investigations revealed certain transactions and
events in the Debtors' recent corporate history that may give rise
to potential claims or causes of action (collectively, the
"Potential Claims").
The Plan Settlement Parties engaged in extensive, good-faith and
arms'-length negotiations with respect to the Potential Claims,
which resulted in a global compromise (as defined in the Plan, the
"Plan Settlement") that not only resolves the Potential Claims, but
also paves the way for the resolution of these Chapter 11 Cases and
confirmation of the Plan with support from the Partners.
In general, the Plan Settlement Parties have agreed to the Plan
Settlement on the following terms:
(i) any and all disputes between the Debtors, the Committee and
the Partner Settlement Parties will be resolved;
(ii) the Partner Settlement Parties will make the Plan Settlement
Payment of $2,000,000, and waive any and all claims against the
Debtors and the Estates;
(iii) Bechtel Global Corporation has agreed to enter into that
certain Indemnity Agreement with Welded Construction, L.P., ,
pursuant to which, among other things, the Debtors have agreed that
their liability with respect to that certain proof of claim number
534 (as it may be amended, the "Withdrawal Liability Claim") filed
by the Central States, Southeast and Southwest Areas Pension Fund
(the "Central States") in the Chapter 11 Cases shall be determined
in the arbitration against Central States demanded by Bechtel on
Jan. 8, 2020, by the filing of an arbitration demand with the
American Arbitration Association, and Bechtel Global Corporation
has agreed to indemnify the Debtors against the Withdrawal
Liability Claim;
(iv) the Plan Settlement Parties agree that any proceeds and any
other amounts related to the letters of credit posted by Bechtel
Corporation and/or its affiliates on behalf of the Welded
Construction, L.P., are not property of the Estates and shall not
be deemed Assets that vest in the Post-Effective Date Debtors but
shall be the sole and exclusive property of Bechtel Corporation
and/or its affiliates;
(v) the Debtors and their Estates, with the consent of the
Committee to be bound, release, waive and forever discharge the
Partner Settlement Party Releasees and the Plan Settlement Parties
agree to certain other release provisions in the Plan;and
(vi) the Committee has agreed to support the Plan.
Treatment of Claims
The Plan provides for the disposition of the Debtors' Assets and
the distribution of the proceeds in accordance with the
requirements of the Bankruptcy Code. The Debtors' Assets are
largely Cash and the Retained Causes of Action.
The following is an overview of certain material terms of the
Plan:
* All Allowed Administrative Claims, Allowed Professional Fee
Claims, Allowed Priority Tax Claims,Allowed Secured Claims and
Allowed Priority Claims will be paid or otherwise satisfied in full
as required by the Bankruptcy Code and provided for in the Plan,
unless otherwise agreed to by the Holders of such Claims and the
Plan Administrator.
* Holders of Allowed Surety Bond Claims will receive the Surety
Bond Share and their Pro Rata share of the General Unsecured Claim
Distribution, unless favorable treatment is otherwise agreed to by
the Plan Administrator and the Holders of such Claims.
* Holders of Allowed General Unsecured Claims will receive their
Pro Rata share of the General Unsecured Claim Distribution, unless
less favorable treatment is otherwise agreed to by the Plan
Administrator and the Holders of such Claims.
* Holders of Allowed Convenience Claims will receive Cash equal
to 50% of the amount of such Allowed Convenience Claims.
* Any Claim Filed or to be Filed against either Debtor, as to
which each of the Debtors isco-liable as a legal or contractual
matter, shall be deemed Filed as a single Claim against, and a
single obligation of, the Debtors.
* Holders of Subordinated Claims will not be entitled to any
distribution or recovery on account of such Claims.
* As of the Effective Date, all Interests of any kind will be
cancelled, and the Holders thereof will not receive or retain any
property, interest in property or consideration under the Plan on
account of such Interests.
* The Plan Settlement Agreement will resolve any and all
disputes among the Debtors, the Committee and the Partner
Settlement Parties.
A full-text copy of the Disclosure Statement dated March 3, 2020,
is available at https://tinyurl.com/tw3vc6d from PacerMonitor at no
charge.
Counsel to the Debtors:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sean M. Beach
Matthew B. Lunn
Robert F. Poppiti, Jr.
Allison S. Mielke
Betsy L. Feldman
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: sbeach@ycst.com
mlunn@ycst.com
rpoppiti@ycst.com
amielke@ycst.com
bfeldman@ycst.com
About Welded Construction
Perrysburg, Ohio-based Welded Construction, L.P., is a mainline
pipeline construction contractor capable of executing pipeline
construction projects in lengths ranging from a few hundred feet to
over 200 miles.
Welded Construction, L.P., and Welded Construction Michigan, LLC,
sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead
Case No. 18-12378). The jointly administered cases are pending
before Judge Kevin Gross.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel;
and Kurtzman Carson Consultants LLC as claims and noticing agent
and administrative advisor. The Debtors also tapped Zolfo Cooper
Management, LLC and the firm's managing director Frank Pometti who
will serve as their chief restructuring officer.
An official committee of unsecured creditors was appointed on Oct.
30, 2018. The committee tapped Blank Rome LLP as its legal counsel
and Teneo Capital LLC as its investment banker and financial
advisor.
WEST COAST: Recovery for $13M Unsecured Claims Still Unknown
------------------------------------------------------------
Debtor West Coast Distribution, Inc., filed a Disclosure Statement
describing its First Amended Liquidating Plan dated March 3, 2020.
The Plan is a liquidating Plan. On the Effective Date, the Debtor
will create and enter into a liquidating trust for the benefit of
creditors, as set forth in the Plan. The Liquidating Trust will be
organized for the purpose of collecting, distributing, liquidating
and otherwise disposing of all of the funds, property, claims,
rights and causes of action of the Debtor and its estate which is
assigned to the Liquidating Trust pursuant to, and in accordance
with, the Plan. After the Liquidating Trust has been created and
has taken ownership/assignment of all funds, property, claims,
rights and causes of action of the Debtor and its estate, the
Debtor shall dissolve or otherwise wind down pursuant to applicable
law, and will not conduct any further business and/or other
activities.
Class 1 under the Plan consists of the secured claims of JEB. The
secured claims of JEB will be paid in full out of the Estate Funds
in the amount allowed by the Court.
The Debtor and Workforce Solutions WFS LLC entered into a
stipulation that was approved by the Court that provided Workforce
Solutions with an allowed general unsecured claim in the amount of
$4,382,448.
There are a total of approximately $12,978,704 of asserted class 3
non-priority general unsecured claims between class 3 claims
scheduled by the Debtor and class 3 claims asserted in timely filed
proofs of claim inclusive of the Workforce claim. Of these total
asserted class 3 claims, approximately $4,787,525 are held by JEB
or other affiliates of the Debtor. This figure of $4,787,525 of
insider/affiliated claims includes a scheduled claim of
$2,684,889.31 in favor of AJEB Holdings, Inc. and includes a
scheduled claim of $55,356.42 in favor of JEB Industry, Inc.
The Official Committee of Unsecured Creditors has advised the
Debtor that it intends to file objections to at least these two
insider/affiliated claims and that because these two entities are
not in good legal standing as they are both suspended corporations,
they are not permitted to prosecute or defend an action. The
Committee also believes that these claims are unenforceable against
the Debtor and its estate because the Committee contends that all
of the statutes of limitations that likely apply have lapsed.
Each holder of an allowed class 3 claim will receive a pro rata
share of the unencumbered cash remaining in the Liquidating
Trust after the payment of all allowed class 1 claims, class 2
claims, administrative claims (including the fees and costs of the
Liquidating Trust), and all allowed priority claims which are not
classified, including allowed priority tax claims. While there
will be a recovery for holders of class 3 allowed claims, it is not
possible at this time to estimate the ultimate recovery for holders
of class 3 allowed claims because so much will depend upon the
extent to which the class 1 secured claims are allowed, the extent
to which any asserted class 3 claims are disallowed and/or
subordinated, and the extent to which the Liquidating Trustee is
able to obtain any money from the pursuit of avoidance actions.
Class 4 under the Plan consists of all claims that are subordinated
claims or constitute equity equivalent investments. The holders
of class 4 claims will not be receiving any distribution under the
Plan unless all Class 3 allowed claims are paid in full, which the
Debtor does not believe will be the case.
Class 5 under the Plan consists of all equity interests in the
Debtor. The holders of equity interests in the Debtor will not be
receiving any distribution under the Plan on account of their
equity interests.
A full-text copy of the First Amended Liquidating Plan dated March
3, 2020, is available at https://tinyurl.com/w92dlgy from
PacerMonitor at no charge.
Attorneys for the Debtor:
RON BENDER
LINDSEY L. SMITH
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
10250 Constellation Blvd., Suite 1700
Los Angeles, California 90067
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
E-mail: rb@lnbyb.com
lls@lnbyb.com
About West Coast Distribution
West Coast Distribution Inc. is a full-service third party
logistics and supply chain management provider specializing in
apparel, retail and lifestyle brands.
West Coast Distribution sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-20332) on Aug. 30,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range.
The case is assigned to Judge Sheri Bluebond.
The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its
legal counsel; and Fineman West Co. LLP as its accountant.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Sept. 30, 2019. The committee is represented by
Weiland Golden Goodrich LLP.
WESTJET LTD: Fitch Alters Outlook on BB IDR to Negative
-------------------------------------------------------
Fitch Ratings has revised WestJet Ltd.'s Rating Outlook to Negative
from Positive, and has affirmed the ratings at 'BB-'.
The Outlook revision to Negative from Positive is based on the
sharp drop in market demand due to efforts to contain the
coronavirus pandemic. North American airlines are reporting steep
and broad-based declines in passenger numbers since the virus began
to appear widely outside of China. WestJet's previous Outlook was
contingent on its ability to execute several strategic initiatives,
as well as materially deliver over the rating horizon. Fitch now
believes that WestJet will not deliver as anticipated, given the
environment. In addition, Fitch believes that several of WestJet's
strategic initiatives will be more challenging to achieve.
WestJet's 'BB-' rating reflects significantly higher debt following
its purchase by private equity sponsor Onex, and near to
intermediate term execution risks involved with the evolution of
the company's business model. Other risks include the recent
unionization of several of WestJet's employee groups and the
exposure to fuel prices and exogenous shocks that are inherent in
the airline industry. The company's ability to successfully execute
on its strategic initiatives, including material growth of its
widebody operations and the maturation of its ultra-low-cost
segment, are more challenging given the deteriorating environment.
Fitch also believes the company's ability to pay down a material
amount of transaction-related debt over the rating horizon has been
reduced.
Offsetting some near-term risks around leverage and execution, are
WestJet's very healthy liquidity for the rating category, long
history of profitability, sizeable market share in a largely
duopolistic market, and low-cost structure.
KEY RATING DRIVERS
Coronavirus Assumptions: Fitch's coronavirus scenario envisions a
~24% drop in RPMs for the full, along with an 8% drop in yields.
This would entail a steep drop-off in Q2 and Q3 traffic followed by
a recovery in Q4. This scenario will be revised further as more
data becomes available. In this scenario, credit metrics will trend
toward levels consistent with the current rating by YE 2021 or
early 2022. Liquidity remains adequate to avoid financial distress.
However, higher leverage and lower financial flexibility will leave
WestJet more vulnerable to future shocks or economic downturns.
Fitch has also evaluated a scenario where traffic is slower to
return, reflecting reluctance to travel or a longer than expected
outbreak. Such a scenario would lead to a ratings downgrade.
Mitigating Actions: WestJet has announced material capacity cuts of
40% to domestic routes and 60% for international routes. Further
cuts are likely as public concerns and efforts to slow the virus
increase. The company is making efforts to cut back on
non-essential costs, such as hiring, consulting fees, and
non-essential training. Staffing cuts are also likely, which will
be more challenging to execute given much of the company's
operational workforce unionized during 2017-18. The sharpest impact
to operating results will be in the next few months, as airline
operating costs are largely fixed in the near term but become much
more variable several months in the future.
Fitch anticipates lower jet fuel pricing to partly mitigate the
slowdown. The recent drop in crude prices plus reductions in flying
could cut WestJet's fuel cost from $1.2 billion in 2019 to around
$700 million in 2020. Fitch's stress case incorporates jet fuel
pricing of around $1.50/gallon in 2020.
International Exposure: International travel has been harder hit by
the coronavirus pandemic than domestic travel. WestJet has
relatively little exposure to Asia, but 43% of its revenue comes
from international travel (primarily U.S., Caribbean, and European
destinations). The company announced a 30-day suspension on all
international flights beginning March 22.
DERIVATION SUMMARY
WestJet's 'BB-' rating is one notch below its primary domestic
competitor, Air Canada. The one notch difference between WJET and
Air Canada reflects WestJet's higher near-term leverage, and
relative size. Those factors are partially offset by WestJet's
favorable cost structure, liquidity, and its plans to deliver over
time.
WestJet compares favorably to other 'BB-' rated airlines. Fitch
believes that WestJet's leverage will remain better than Azul's,
and that WestJet has better prospects for improving financial
metrics over the next several years than other 'BB-' issuers.
WestJet also benefits from a much more conservative financial
strategy compared to American Airlines, as well as superior
liquidity. Among U.S. carriers, WJET can be compared to JetBlue,
which also has a business model that is somewhere between a
traditional LCC or network carrier models. JetBlue's 'BB' rating
reflects superior profitability, leverage, and FCF metrics compared
to WestJet, which are partially offset by WestJet's market share in
its home country.
KEY ASSUMPTIONS
Fitch's rating case includes a stress scenario, whereby RPMs drop
by 15% for 2020 and yields reduce 8%. This would entail a steep
drop-off in Q2 and Q3 traffic followed by a recovery in Q4. This
stress scenario will be revised further as more data becomes
available, as Fitch understands that the coronavirus situation is
fluid.
Fuel is assumed at $1.50/gallon, which would equate to average
Brent prices of about $46/barrel, well above the current forward
curve.
2020 Capex at $500 million is roughly half of its forecast as
WestJet cuts nonessential capex to preserve cash. Capex is also cut
in 2021 and 2022 compared to prior base case.
WestJet's US$350 million revolver remains undrawn throughout the
stress case, as the company's $1 billion cash balance is reduced by
half.
This scenario would cause leverage to spike during 2020, but
assuming that traffic levels return to near-normal by 2021, metrics
start to improve.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Longer than expected drop in demand due to coronavirus
leading to longer-term impact on the balance sheet/
financial flexibility;
-- Total adjusted debt/EBITDAR remaining above 4.5x;
-- FFO fixed charge coverage trending towards 2x;
-- Adoption of more aggressive financial policies such as
slowing
the planned pace of debt repayment or maintenance of lower
liquidity balances;
-- Debt-financed M&A activity.
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Total adjusted debt/EBITDAR at or below 3.5x (estimated to
hit around 4.5x post acquisition);
-- FFO fixed charge coverage at or above 3x ;
-- EBIT margins increasing towards 10% (providing evidence that
the company's strategic initiatives are being implemented
effectively);
-- Maintenance of liquidity above 20% of LTM revenues;
-- The company works to re-build its base of unencumbered
assets.
LIQUIDITY AND DEBT STRUCTURE
Debt Structure: Onex' purchase of WestJet was funded via a new USD
1.955 billion TLB along with CAD 542 million in rollover loans owed
to Export Development Canada, and CAD 1,649 in new equity. The term
loan allows for incremental facilities (either in the form of term
loans or increased sizing on the revolver) subject to a minimum
collateral coverage ratio of 1.25x.
Term Loan Security: The TLB is secured by 'substantially all
valuable assets of the Borrowers and Guarantors', which includes 92
aircraft (excludes the company's Q-400 turboprops and leased
aircraft), cash, A/R, aircraft deposits, spare engines, parts, real
estate, and ground service equipment. Fitch considers the TL to be
well overcollateralized, supporting the BB+ rating.
Debt maturities through the early 2020s are manageable, consisting
of principal amortization on the EDC loans and a 1% annual
principal amortization under the TLB, which combined total roughly
CAD89 million per year.
WHITE STAR PETROLEUM: Hires Tribolet Advisors as Consultant
-----------------------------------------------------------
White Star Petroleum Holdings, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Oklahoma to employ Tribolet Advisors LLC, as consultant to the
Debtor.
On Sept. 26, 2019, the Court approved the sale of substantially all
of the Debtors' assets to Contango Oil & Gas Company. The sale of
the Debtors' assets to Contango closed on Nov. 1, 2019.
On February 14, 2020, the Debtors filed the solicitation version of
the Joint Chapter 11 Plan of Liquidation of White Star Petroleum
Holdings, LLC and its Debtor Affiliates (the "Plan"). The Court
has set April 16, 2020 as the hearing date to consider confirmation
of the Plan.
With the sale of the Debtors' assets to Contango complete,
confirmation of the Plan is the primary objective of the chapter 11
cases. The Plan provides for, among other things, the appointment
of a plan administrator to administer claims against the Debtors'
estates, make distributions on account of allowed claims in
accordance with the Plan and orderly winddown the remainder of the
Debtors' estates.
As Consultant, Tribolet Advisors will work closely with the Debtors
and their advisors, with a primary focus on claims administration
and the pending proceedings relating to mechanics' and
materialmen's liens (the "M&M Liens"). Tribolet will use its best
efforts to avoid any duplication of services provided by any of the
Debtors' other retained professionals in these chapter 11 cases.
Tribolet Advisors will be paid $30,000 per month.
Tribolet Advisors will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael A. Tribolet, a partner of Tribolet Advisors, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Tribolet Advisors can be reached at:
Michael A. Tribolet
TRIBOLET ADVISORS LLC
674 De La Valle, Suite 310
Solana Beach, CA 92075
Tel: (858) 436-3600
About White Star Petroleum Holdings
White Star Petroleum Holdings, LLC and its subsidiaries --
http://www.wstr.com/-- are engaged in the acquisition,
development, exploration and production of oil, natural gas and
natural gas liquids located in the Mid-Continent region in the
United States. The Debtors are headquartered in Oklahoma City and
employ 169 people. As of December 2018, the Debtors owned 315,000
net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln,
Logan, Noble, and Payne counties of Oklahoma.
White Star Petroleum Holdings, LLC, and its subsidiaries sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 19-11179) on May 28, 2019. The cases were
transferred to the U.S. Bankruptcy Court for the Western District
of Oklahoma on June 21, 2019. White Star Petroleum Holdings' case
was assigned a new case number (Case No. 19-12521).
At the time of the filing, the Debtors were estimated to have
assets of between $500 million and $1 billion and liabilities of
between $100 million and $500 million.
Judge Janice D. Loyd oversees the cases.
The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Sullivan's co-counsel;
Guggenheim Securities, LLC, as investment banker; Alvarez & Marsal
North America, LLC as restructuring advisor; and Kurtzman Carson
Consultants LLC as claims and noticing agent.
YOUNGEVITY INTERNATIONAL: Delays 2019 Form 10-K for Review
----------------------------------------------------------
Youngevity International, Inc. filed a Form 12b-25 with the
Securities and Exchange Commission notifying the delay in the
filing of its Annual Report on Form 10-K for the year ended
Dec. 31, 2019.
The Company was unable to file its Annual Report by the prescribed
date without unreasonable effort or expense because the Company was
unable to compile and review certain information required in order
to permit the Company to file a timely and accurate report on the
Company's financial condition. The Company believes that the
Annual Report will be completed and filed within the fifteen day
extension period provided under Rule 12b-25 of the Securities
Exchange Act of 1934, as amended.
The Company anticipates that its revenue for the year ended Dec.
31, 2019 will be approximately $180 million as compared to
approximately $162 million in revenue for the year ended Dec. 31,
2018. The Company anticipates an increase in operating loss,
primarily due to a significant increase in general and
administration expense which includes a non-cash increase stock and
equity-based compensation expense. The Company anticipates a
decrease in other income and expense, primarily related to a
significant benefit in the non-cash change in fair value of
derivative liabilities when compared to an expense in the prior
year. The Company does not expect to report a significantly higher
net loss for the year ended Dec. 31, 2019 as compared to the year
ended Dec. 31, 2018.
About Youngevity
Chula Vista, California-based Youngevity International, Inc. --
http://www.youngevity.com/-- is a multi-channel lifestyle company
operating in three distinct business segments including a
commercial coffee enterprise, a commercial hemp enterprise, and a
multi-vertical omni direct selling enterprise. The Company
features a multi country selling network and has assembled a
virtual Main Street of products and services under one corporate
entity, YGYI offers products from the six top selling retail
categories: health/nutrition, home/family, food/beverage (including
coffee), spa/beauty, apparel/jewelry, as well as innovative
services.
Youngevity reported a net loss attributable to common stockholders
of $23.50 million for 2018 following a net loss attributable to
common stockholders of $12.69 million for 2017. As of Sept. 30,
2019, the Company had $141.18 million in total assets, $85.01
million in total liabilities, and $56.17 million in total
stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated April 15, 2019, on the consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has recurring losses and is dependent on additional
financing to fund operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
[*] Airports Asking for $10 Billion Bailout
-------------------------------------------
U.S. airports are asking Congress for a $10 billion bailout to help
offset the massive drop in passenger traffic caused by the COVID-19
pandemic.
In a letter to key congressional leaders dated March 18, 2020,
Airports Council International - North America and the American
Association of Airport Executives requested $10 billion in
"immediate assistance" to be distributed through the existing FAA
Airport Improvement Program with expanded eligibility to meet
airports' most immediate needs.
ACI-NA estimated that US airports will lose at least $8.7 billion
in 2020. ACI-NA expects total airport operating revenue to drop
68% through June 30, a reduction of $6.1 billion, amid a reduction
in passenger traffic and cancellations of domestic and
international flights.
Airports have nearly $100 billion in infrastructure debt, and ACI
and AAAE warned of defaults, absent a relief package.
"Airports have built necessary infrastructure that has been funded,
in large part, by nearly $100 billion in collective debt, with
approximately $7 billion in airport bond principal and interest
payments due in this calendar year. The rapid loss of revenue from
the coronavirus outbreak and related measures to protect the public
will severely impact the ability of airports to meet debt
requirements and other necessary ongoing costs," the groups wrote.
"No U.S. commercial service airport has ever defaulted on a bond
payment. Allowing a default now would be devastating for any
affected airport and the entire industry, as future borrowing costs
would increase significantly."
[*] U.S. Airlines Plead for $58 Billion Bailout
-----------------------------------------------
With air travel slowing dramatically amid the coronavirus pandemic,
U.S. airlines have asked the federal government to extend a $58
billion bailout package to help them survive the Covid-19 crisis.
Airlines for America (A4A), the industry trade organization for the
leading U.S. airlines, said U.S. airlines could run out of money to
pay their obligations by the end of this year, or by mid-year in a
worst-case scenario.
A4A said the industry is requesting immediate financial assistance
in order to protect and preserve the 11 million jobs it either
directly represents or supports.
The U.S. government is currently considering a request from major
carriers for $58 billion in loans, grants and tax relief to help
them cope with the pandemic.
While there is bipartisan support in Congress, the first version of
the bill announced by Senate Republicans had all the aid going to
airlines in the form of loan guarantees rather than half loans and
half grants, as requested by the airlines.
"The rapid spread of COVID-19 and the government- and
business-imposed restrictions on air travel are having never-before
seen impacts on U.S. aviation and our employees," states a March 19
letter by A4A to Treasury Secretary Mnuchin, House Speaker Pelosi,
House Minority Leader McCarthy, Senate Majority Leader McConnell
and Senate Minority Leader Schumer. "The breadth and immediacy of
the need to act cannot be overstated. It is urgent and
unprecedented."
"For passenger carriers alone, net bookings for the next few months
are down 100 – 200 percent, as cancellations are rapidly
outpacing new bookings and trending worse each day. Carriers have
been forced to remove flights from their schedules and make
historic capacity cuts," the March 19 letter by A4A said.
Critics of a taxpayer-funded bailout have pointed out that airlines
have overspent substantial profits they've earned over the past
decade to pay off shareholders, creditors and executives.
Delta, American Airlines, United, Southwest and Alaska have spent
$44.9 billion on share repurchases and dividends, and paid $750
million to executives in the last five years, according to research
by The Guardian. These five airlines have spent 96% of their free
cashflow on buying back their own shares over the last decade,
according to data compiled by Bloomberg.
Rather than using their profits from the past five years to pay off
debts and save for a rainy day, American, United, Delta and
Southwest instead grew their combined liabilities to $166 billion,
all while spending $39 billion on share repurchases," finance
professors John M. Griffin and James M. Griffin, wrote on USA
Today.
Furloughs
On March 21, A4A, joined by other industry organizations, wrote
another letter, warning that airlines will have to take draconian
measures such as furloughs unless Congress swiftly passes a
bipartisan bill that will grant bailout packages for airlines.
"We are doing our part. Over the past decade we have reinvested
over 73 percent of our operating profits back into our people and
product, creating good paying jobs at a rate that has outpaced
other sectors. As a result of a global pandemic and government
actions to contain it, we are now undertaking over $30 billion of
self-help measures, including asking our employees to take
voluntary unpaid time off, parking planes and trying to obtain
financing in today's credit market. Those markets are closing up.
Given the extreme nature of this situation, we respectfully urge
Congress not to pursue opportunistic measures that will hurt, not
help our ability to recover. Unless worker payroll protection
grants are passed immediately, many of us will be forced to take
draconian measures such as furloughs," A4A said in its March 21
letter.
If Congress is able to reach a bipartisan agreement on these three
critical elements, airlines are committed to ensuring that:
* If worker payroll protection grants are enacted, equaling at
least $29 billion, participating passenger and cargo air carriers
will not furlough employees or conduct reductions in force through
August 31, 2020.
* If loans and/or loan guarantees are enacted, equaling at least
$29 billion, participating passenger and cargo air carriers commit
to:
-- Placing limits on executive compensation;
-- Eliminating stock buy backs over the life of the loans;
and
-- Eliminating stock dividends for the life of the loans.
The Centre for Aviation has warned that most of the world's
airlines will be bankrupt by the end of May this year without help
from governments and industry action.
[^] BOND PRICING: For the Week from March 16 to 20, 2020
--------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
24 Hour Fitness
Worldwide Inc HRFITW 8.000 37.782 6/1/2022
24 Hour Fitness
Worldwide Inc HRFITW 8.000 38.824 6/1/2022
Antero Resources Corp AR 5.375 61.893 11/1/2021
Antero Resources Corp AR 5.125 43.322 12/1/2022
Antero Resources Corp AR 5.625 34.373 6/1/2023
Approach Resources Inc AREX 7.000 2.544 6/15/2021
Arbor Realty Trust Inc ABR 5.375 63.525 11/15/2020
Arconic Inc ARNC 6.150 99.690 8/15/2020
Ascent Resources Utica
Holdings LLC / ARU
Finance Corp ASCRES 10.000 52.279 4/1/2022
Ascent Resources Utica
Holdings LLC / ARU
Finance Corp ASCRES 10.000 51.527 4/1/2022
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of New York
Mellon Corp/The BK 4.950 98.000 N/A
Beverages & More Inc BEVMO 11.500 51.500 6/15/2022
Beverages & More Inc BEVMO 11.500 51.090 6/15/2022
Bon-Ton Department
Stores Inc/The BONT 8.000 10.000 6/15/2021
Bristow Group Inc BRS 6.250 6.207 10/15/2022
Bristow Group Inc BRS 4.500 12.360 6/1/2023
Bruin E&P Partners LLC BRUINE 8.875 13.027 8/1/2023
Bruin E&P Partners LLC BRUINE 8.875 11.786 8/1/2023
Buckeye Partners LP BPL 6.375 46.707 1/22/2078
Buffalo Thunder
Development Authority BUFLO 11.000 50.125 12/9/2022
C&S Group Enterprises LLC CSGRPE 5.375 100.654 7/15/2022
CBL & Associates LP CBL 5.250 28.096 12/1/2023
CBL & Associates LP CBL 4.600 26.390 10/15/2024
CIT Group Inc CIT 4.125 9.361 11/13/2029
CONSOL Energy Inc CEIX 11.000 38.214 11/15/2025
CONSOL Energy Inc CEIX 11.000 37.622 11/15/2025
Calfrac Holdings LP CFWCN 8.500 9.212 6/15/2026
Calfrac Holdings LP CFWCN 8.500 11.799 6/15/2026
California Resources Corp CRC 8.000 4.451 12/15/2022
California Resources Corp CRC 5.500 8.294 9/15/2021
California Resources Corp CRC 6.000 5.280 11/15/2024
California Resources Corp CRC 8.000 4.192 12/15/2022
California Resources Corp CRC 6.000 3.849 11/15/2024
Callon Petroleum Co CPE 6.250 26.715 4/15/2023
Callon Petroleum Co CPE 6.375 19.943 7/1/2026
Callon Petroleum Co CPE 6.125 16.255 10/1/2024
Callon Petroleum Co CPE 8.250 22.451 7/15/2025
Callon Petroleum Co CPE 6.125 17.896 10/1/2024
Callon Petroleum Co CPE 6.125 17.896 10/1/2024
Capital One Financial Corp COF 5.550 71.500 N/A
Carlisle Cos Inc CSL 5.125 101.394 12/15/2020
Chaparral Energy Inc CHAP 8.750 21.916 7/15/2023
Chaparral Energy Inc
CHAP 8.750 21.828 7/15/2023
Chesapeake Energy Corp
CHK 11.500 13.170 1/1/2025
Chesapeake Energy Corp
CHK 5.500 6.750 9/15/2026
Chesapeake Energy Corp
CHK 6.625 39.724 8/15/2020
Chesapeake Energy Corp
CHK 8.000 9.881 6/15/2027
Chesapeake Energy Corp
CHK 7.000 9.246 10/1/2024
Chesapeake Energy Corp
CHK 5.750 10.423 3/15/2023
Chesapeake Energy Corp
CHK 4.875 10.664 4/15/2022
Chesapeake Energy Corp
CHK 6.125 33.874 2/15/2021
Chesapeake Energy Corp
CHK 8.000 8.162 1/15/2025
Chesapeake Energy Corp
CHK 5.375 17.080 6/15/2021
Chesapeake Energy Corp
CHK 11.500 23.733 1/1/2025
Chesapeake Energy Corp
CHK 6.875 21.630 11/15/2020
Chesapeake Energy Corp
CHK 7.500 9.267 10/1/2026
Chesapeake Energy Corp
CHK 8.000 5.707 3/15/2026
Chesapeake Energy Corp
CHK 8.000 56.510 3/15/2026
Chesapeake Energy Corp
CHK 8.000 10.100 6/15/2027
Chesapeake Energy Corp
CHK 6.875 20.011 11/15/2020
Chesapeake Energy Corp
CHK 8.000 7.202 1/15/2025
Chesapeake Energy Corp
CHK 8.000 5.707 3/15/2026
Chesapeake Energy Corp
CHK 8.000 10.100 6/15/2027
Chesapeake Energy Corp
CHK 8.000 7.202 1/15/2025
Cigna Corp
CI 3.300 100.632 2/25/2021
Cigna Corp
CI 4.750 102.892 11/15/2021
Cigna Corp
CI 4.500 101.108 3/15/2021
Cigna Corp
CI 4.750 103.137 11/15/2021
Cigna Corp
CI 3.300 100.904 2/25/2021
Cigna Holding Co
CI 4.500 100.132 3/15/2021
Citigroup Inc C 6.125 70.875 N/A
Citigroup Inc C 5.950 69.350 N/A
Citigroup Inc C 4.785 99.138 3/30/2020
Citizens Financial
Group Inc CFG 5.500 69.970 N/A
CorEnergy Infrastructure
Trust Inc CORR 7.000 140.250 6/15/2020
DCP Midstream LP DCP 7.375 59.750 N/A
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
Dean Foods Co DF 6.500 8.375 3/15/2023
Dean Foods Co DF 6.500 19.750 3/15/2023
Denbury Resources Inc DNR 9.000 34.589 5/15/2021
Denbury Resources Inc DNR 7.750 24.562 2/15/2024
Denbury Resources Inc DNR 9.250 45.497 3/31/2022
Denbury Resources Inc DNR 5.500 27.441 5/1/2022
Denbury Resources Inc DNR 6.375 44.984 8/15/2021
Denbury Resources Inc DNR 9.000 36.129 5/15/2021
Denbury Resources Inc DNR 4.625 13.467 7/15/2023
Denbury Resources Inc DNR 7.750 26.402 2/15/2024
Denbury Resources Inc DNR 7.500 13.209 2/15/2024
Denbury Resources Inc DNR 9.250 44.140 3/31/2022
Denbury Resources Inc DNR 7.500 13.209 2/15/2024
Dow Chemical Co/The DOW 3.000 103.136 11/15/2022
ENSCO International Inc VAL 7.200 16.391 11/15/2027
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 16.500 5/15/2026
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 47.000 11/29/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 2.750 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 2.000 2/15/2025
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 16.729 5/15/2026
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 3.081 11/29/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 1.670 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 1.840 2/15/2025
EnLink Midstream
Partners LP ENLK 6.000 63.375 N/A
Encore Capital Group Inc ECPG 3.000 99.938 7/1/2020
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Transfer
Operating LP ETP 6.250 53.820 N/A
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 21.392 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 21.490 7/15/2023
Express Scripts Holding Co CI 4.750 100.069 11/15/2021
Express Scripts Holding Co CI 3.300 98.610 2/25/2021
Extraction Oil & Gas Inc XOG 5.625 15.402 2/1/2026
Extraction Oil & Gas Inc XOG 7.375 18.868 5/15/2024
Extraction Oil & Gas Inc XOG 7.375 22.430 5/15/2024
Extraction Oil & Gas Inc
XOG 5.625 17.419 2/1/2026
FTS International Inc
FTSINT 6.250 35.667 5/1/2022
Federal Home Loan Banks
FHLB 2.090 98.672 10/6/2026
Federal Home Loan Banks
FHLB 2.100 98.714 9/21/2026
Federal Home Loan Banks
FHLB 3.000 99.897 10/24/2034
Fleetwood Enterprises Inc
FLTW 14.000 3.557 12/15/2011
Ford Motor Credit Co LLC
F 2.459 99.428 3/27/2020
Foresight Energy LLC / Foresight Energy Finance Corp
FELP 11.500 3.168 4/1/2023
Foresight Energy LLC / Foresight Energy Finance Corp
FELP 11.500 3.168 4/1/2023
Forum Energy Technologies Inc
FET 6.250 55.113 10/1/2021
Freeport-McMoRan Inc
FCX 4.000 98.847 11/14/2021
Fresh Market Inc/The
TFM 9.750 45.123 5/1/2023
Fresh Market Inc/The
TFM 9.750 45.530 5/1/2023
Frontier Communications Corp
FTR 10.500 27.908 9/15/2022
Frontier Communications Corp
FTR 11.000 28.931 9/15/2025
Frontier Communications Corp
FTR 7.125 28.049 1/15/2023
Frontier Communications Corp
FTR 7.625 27.845 4/15/2024
Frontier Communications Corp
FTR 8.750 28.688 4/15/2022
Frontier Communications Corp
FTR 6.875 25.794 1/15/2025
Frontier Communications Corp
FTR 9.250 24.134 7/1/2021
Frontier Communications Corp
FTR 7.875 26.090 1/15/2027
Frontier Communications Corp
FTR 8.875 31.969 9/15/2020
Frontier Communications Corp
FTR 7.000 26.775 11/1/2025
Frontier Communications Corp
FTR 11.000 28.506 9/15/2025
Frontier Communications Corp
FTR 10.500 26.491 9/15/2022
Frontier Communications Corp
FTR 6.800 20.144 8/15/2026
Frontier Communications Corp
FTR 10.500 26.491 9/15/2022
Frontier Communications Corp
FTR 11.000 28.506 9/15/2025
Frontier
Communications Corp FTR 6.250 24.535 9/15/2021
GameStop Corp GME 6.750 72.454 3/15/2021
GameStop Corp GME 6.750 70.834 3/15/2021
General Electric Co GE 5.000 70.438 N/A
Global Eagle
Entertainment Inc ENT 2.750 7.625 2/15/2035
Goldman Sachs Group
Inc/The GS 5.375 73.500 N/A
Goodman Networks Inc GOODNT 8.000 48.500 5/11/2022
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Gulfport Energy Corp GPOR 6.625 31.965 5/1/2023
Gulfport Energy Corp GPOR 6.000 20.028 10/15/2024
Gulfport Energy Corp GPOR 6.375 22.212 1/15/2026
Gulfport Energy Corp GPOR 6.375 17.818 5/15/2025
Gulfport Energy Corp GPOR 6.375 17.991 5/15/2025
Gulfport Energy Corp GPOR 6.375 19.950 1/15/2026
Gulfport Energy Corp GPOR 6.375 19.950 1/15/2026
Gulfport Energy Corp GPOR 6.375 17.991 5/15/2025
HC2 Holdings Inc HCHC 7.500 56.480 6/1/2022
Hi-Crush Inc HCR 9.500 26.931 8/1/2026
Hi-Crush Inc HCR 9.500 23.662 8/1/2026
High Ridge Brands Co HIRIDG 8.875 2.250 3/15/2025
High Ridge Brands Co HIRIDG 8.875 1.750 3/15/2025
Hornbeck Offshore
Services Inc HOSS 5.000 5.495 3/1/2021
International Wire
Group Inc ITWG 10.750 84.000 8/1/2021
International Wire
Group Inc ITWG 10.750 83.994 8/1/2021
JC Penney Corp Inc JCP 5.650 78.376 6/1/2020
JC Penney Corp Inc JCP 7.625 17.660 3/1/2097
JC Penney Corp Inc JCP 7.125 10.011 11/15/2023
JC Penney Corp Inc JCP 6.900 9.550 8/15/2026
JPMorgan Chase & Co JPM 5.300 77.000 N/A
JPMorgan Chase & Co JPM 4.950 99.873 3/25/2020
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 4.816 10/15/2025
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 5.378 10/15/2025
LSC Communications Inc LKSD 8.750 17.482 10/15/2023
LSC Communications Inc LKSD 8.750 19.372 10/15/2023
Laredo Petroleum Inc LPI 9.500 37.465 1/15/2025
Liberty Media Corp LMCA 2.250 50.000 9/30/2046
LoanCore Capital
Markets LLC / JLC
Finance Corp JEFLCR 6.875 89.500 6/1/2020
MAI Holdings Inc MAIHLD 9.500 20.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 20.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 20.000 6/1/2023
MF Global Holdings Ltd MF 9.000 15.613 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
Marriott International
Inc/MD MAR 3.375 90.000 10/15/2020
Martin Midstream Partners
LP / Martin Midstream
Finance Corp MMLP 7.250 56.241 2/15/2021
Martin Midstream Partners
LP / Martin Midstream
Finance Corp MMLP 7.250 60.013 2/15/2021
Martin Midstream Partners
LP / Martin Midstream
Finance Corp MMLP 7.250 60.013 2/15/2021
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.000 7/1/2026
McClatchy Co/The MNIQQ 6.875 2.000 3/15/2029
McClatchy Co/The MNIQQ 7.150 2.000 11/1/2027
McDermott Technology
Americas Inc / McDermott
Technology US Inc MDR 10.625 4.500 5/1/2024
McDermott Technology
Americas Inc / McDermott
Technology US Inc MDR 10.625 13.130 5/1/2024
Men's Wearhouse Inc/The TLRD 7.000 49.192 7/1/2022
MetLife Inc MET 5.250 100.000 N/A
Morgan Stanley MS 5.550 71.250 N/A
Moss Creek Resources
Holdings Inc MSSCRK 10.500 31.902 5/15/2027
Moss Creek Resources
Holdings Inc MSSCRK 7.500 28.408 1/15/2026
Moss Creek Resources
Holdings Inc MSSCRK 7.500 29.978 1/15/2026
Moss Creek Resources
Holdings Inc MSSCRK 10.500 31.691 5/15/2027
NGL Energy Partners LP /
NGL Energy Finance Corp NGL 7.500 29.342 11/1/2023
NGL Energy Partners LP /
NGL Energy Finance Corp NGL 6.125 25.263 3/1/2025
NWH Escrow Corp HARDWD 7.500 51.081 8/1/2021
NWH Escrow Corp HARDWD 7.500 51.081 8/1/2021
Nabors Industries Inc NBR 5.750 22.651 2/1/2025
Nabors Industries Inc NBR 5.100 17.802 9/15/2023
Nabors Industries Inc NBR 4.625 59.627 9/15/2021
Nabors Industries Inc NBR 5.500 41.241 1/15/2023
Nabors Industries Inc NBR 0.750 26.000 1/15/2024
Nabors Industries Inc NBR 5.750 23.684 2/1/2025
Nabors Industries Inc NBR 5.750 24.124 2/1/2025
Navient Corp NAVI 8.000 99.743 3/25/2020
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 16.593 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 21.467 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 18.114 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 22.085 10/25/2024
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.826 5/15/2019
Nine Energy Service Inc NINE 8.750 27.456 11/1/2023
Nine Energy Service Inc NINE 8.750 26.396 11/1/2023
Nine Energy Service Inc NINE 8.750 26.556 11/1/2023
Northwest Hardwoods Inc HARDWD 7.500 45.000 8/1/2021
Northwest Hardwoods Inc HARDWD 7.500 42.143 8/1/2021
NuStar Logistics LP NSUS 4.750 49.738 2/1/2022
OMX Timber Finance
Investments II LLC OMX 5.540 0.573 1/29/2020
Oasis Petroleum Inc OAS 6.875 19.737 3/15/2022
Oasis Petroleum Inc OAS 6.250 18.359 5/1/2026
Oasis Petroleum Inc OAS 6.875 19.491 1/15/2023
Oasis Petroleum Inc OAS 2.625 19.250 9/15/2023
Oasis Petroleum Inc OAS 6.500 33.984 11/1/2021
Oasis Petroleum Inc OAS 6.250 16.858 5/1/2026
Omnicom Group Inc /
Omnicom Capital Inc OMC 4.450 100.447 8/15/2020
Omnimax International Inc EURAMX 12.000 70.500 8/15/2020
Omnimax International Inc EURAMX 12.000 69.799 8/15/2020
Optimas OE Solutions
Holding LLC / Optimas OE
Solutions Inc OPTOES 8.625 58.842 6/1/2021
Optimas OE Solutions
Holding LLC / Optimas OE
Solutions Inc OPTOES 8.625 58.842 6/1/2021
Party City Holdings Inc PRTY 6.625 17.183 8/1/2026
Party City Holdings Inc PRTY 6.125 35.862 8/15/2023
Party City Holdings Inc PRTY 6.625 23.102 8/1/2026
Party City Holdings Inc PRTY 6.125 38.027 8/15/2023
Pioneer Energy
Services Corp PESX 6.125 13.008 3/15/2022
Plains All American
Pipeline LP PAA 6.125 45.000 N/A
Powerwave Technologies Inc PWAV 1.875 0.019 11/15/2024
Pride International LLC VAL 6.875 30.209 8/15/2020
Pride International LLC VAL 7.875 16.441 8/15/2040
Principal Financial
Group Inc PFG 4.700 100.750 5/15/2055
Pyxus International Inc PYX 9.875 16.978 7/15/2021
Pyxus International Inc PYX 9.875 54.000 7/15/2021
Pyxus International Inc PYX 9.875 16.205 7/15/2021
QEP Resources Inc QEP 5.250 37.860 5/1/2023
QEP Resources Inc QEP 6.875 66.543 3/1/2021
RR Donnelley & Sons Co RRD 7.625 89.005 6/15/2020
Range Resources Corp RRC 5.000 50.248 8/15/2022
Range Resources Corp RRC 5.000 41.534 3/15/2023
Range Resources Corp RRC 5.000 41.534 3/15/2023
Range Resources Corp RRC 5.000 41.534 3/15/2023
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer
Products Corp REV 6.250 29.110 8/1/2024
Rolta LLC RLTAIN 10.750 8.956 5/16/2018
SESI LLC SPN 7.125 57.533 12/15/2021
SESI LLC SPN 7.750 19.952 9/15/2024
SESI LLC SPN 7.125 56.317 12/15/2021
SM Energy Co SM 6.625 23.752 1/15/2027
SM Energy Co SM 6.750 23.549 9/15/2026
SM Energy Co SM 6.125 40.216 11/15/2022
SM Energy Co SM 1.500 34.500 7/1/2021
SM Energy Co SM 5.625 28.313 6/1/2025
SM Energy Co SM 5.000 31.617 1/15/2024
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 5.000 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 5.000 11/1/2021
Sanchez Energy Corp SNEC 6.125 3.750 1/15/2023
SandRidge Energy Inc SD 7.500 0.500 2/15/2023
Sears Holdings Corp SHLD 6.625 9.875 10/15/2018
Sears Holdings Corp SHLD 8.000 1.990 12/15/2019
Sears Holdings Corp SHLD 6.625 8.786 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 1.107 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 6.750 0.813 1/15/2028
Sears Roebuck
Acceptance Corp SHLD 7.000 1.098 6/1/2032
Sears Roebuck
Acceptance Corp SHLD 6.500 0.754 12/1/2028
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
State Street Corp STT 5.250 102.125 N/A
Stearns Holdings LLC STELND 9.375 45.420 8/15/2020
Stearns Holdings LLC STELND 9.375 45.420 8/15/2020
Summit Midstream
Holdings LLC / Summit
Midstream Finance Corp SUMMPL 5.750 21.662 4/15/2025
Summit Midstream
Holdings LLC / Summit
Midstream Finance Corp SUMMPL 5.500 29.126 8/15/2022
Summit Midstream
Partners LP SMLP 9.500 51.563 N/A
Techniplas LLC TECPLS 10.000 70.125 5/1/2020
Techniplas LLC TECPLS 10.000 69.364 5/1/2020
Teligent Inc/NJ TLGT 4.750 36.066 5/1/2023
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Tesla Energy Operations
Inc/DE TSLAEN 3.600 99.377 3/26/2020
Tesla Energy Operations
Inc/DE TSLAEN 3.600 88.795 5/14/2020
Tesla Energy Operations
Inc/DE TSLAEN 3.600 95.280 4/23/2020
Tesla Energy Operations
Inc/DE TSLAEN 3.600 88.791 6/11/2020
Tesla Energy Operations
Inc/DE TSLAEN 3.600 88.795 5/21/2020
Tilray Inc TLRY 5.000 21.000 10/1/2023
Toyota Motor Credit Corp TOYOTA 2.700 99.789 3/26/2021
Transworld Systems Inc TSIACQ 9.500 25.327 8/15/2021
Transworld Systems Inc TSIACQ 9.500 25.327 8/15/2021
Tupperware Brands Corp TUP 4.750 64.140 6/1/2021
Tupperware Brands Corp TUP 4.750 64.140 6/1/2021
Tupperware Brands Corp TUP 4.750 64.600 6/1/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc/US UPL 6.875 10.750 4/15/2022
Ultra Resources Inc/US UPL 7.125 7.750 4/15/2025
Ultra Resources Inc/US UPL 6.875 5.637 4/15/2022
Ultra Resources Inc/US UPL 7.125 7.584 4/15/2025
Unit Corp UNTUS 6.625 16.758 5/15/2021
VIVUS Inc VVUS 4.500 93.122 5/1/2020
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 9.750 21.179 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 8.750 20.664 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 9.750 21.862 4/15/2023
Vine Oil & Gas LP /
Vine Oil & Gas
Finance Corp VRI 8.750 21.897 4/15/2023
W&T Offshore Inc WTI 9.750 22.629 11/1/2023
W&T Offshore Inc WTI 9.750 28.384 11/1/2023
Whiting Petroleum Corp WLL 5.750 17.447 3/15/2021
Whiting Petroleum Corp WLL 6.625 9.473 1/15/2026
Whiting Petroleum Corp WLL 6.250 10.214 4/1/2023
Whiting Petroleum Corp WLL 6.625 9.860 1/15/2026
Whiting Petroleum Corp WLL 6.625 10.296 1/15/2026
Windstream Services LLC /
Windstream Finance Corp WIN 10.500 3.250 6/30/2024
Windstream Services LLC /
Windstream Finance Corp WIN 9.000 4.750 6/30/2025
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 2.500 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 7.500 26.000 6/1/2022
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 2.496 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 9.000 4.498 6/30/2025
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 6.250 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 10.500 3.088 6/30/2024
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 2.545 12/15/2024
rue21 inc RUE 9.000 1.305 10/15/2021
*********
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
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Troubled Company Reporter is a daily newsletter co-published
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