/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200603.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 3, 2020, Vol. 24, No. 154 Headlines 27 PUTNAM AVE: Unsecured Creditors to Get 50% in Plan 316 S. GLENWOOD: Voluntary Chapter 11 Case Summary 60 91ST STREET: Trustee Hires White and Williams as Counsel ACADEMY OF STARRZ: Voluntary Chapter 11 Case Summary AFFINITY GAMING: $20MM Bank Debt Trades at 38% Discount AFFINITY GAMING: $95MM Bank Debt Trades at 38% Discount AMERICAN STEEL: U.S. Trustee Objects to Disclosure Statement AP GAMING: Bank Debt Trades at 20% Discount APACHE CORP: Fitch Lowers LT IDR to BB+ & Alters Outlook to Stable APC AUTOMOTIVE: $155MM Bank Debt Trades at 36% Discount APC AUTOMOTIVE: $25MM Bank Debt Trades at 35% Discount APC AUTOMOTIVE: $25MM Bank Debt Trades at 37% Discount AVA TRANSPORTATION: Seeks to Hire David Freydin as Lead Counsel AVA TRANSPORTATION: Seeks to Hire Gutnicki as Co-Counsel AXALTA COATING: Moody's Rates New Senior Unsecured Notes B1 AXALTA COATING: S&P Rates $500MM Senior Unsecured Notes 'BB-' BANKS FAMILY: Voluntary Chapter 11 Case Summary BASIN TRANSLOAD: Case Summary & 13 Unsecured Creditors BAYTEX ENERGY: Fitch Lowers Issuer Default Rating to 'B' BEACON ROOFING: Moody's Lowers CFR to B2, Outlook Negative BLACKROCK CAPITAL: Fitch Affirms BB- LT Issuer Default Rating BLUE RIBBON: Bank Debt Trades at 16% Discount BLUE RIDGE SITE: July 16 Plan Confirmation Hearing Set BMC ACQUISITION: Bank Debt Trades at 26% Discount BRITTMOORE SS: Voluntary Chapter 11 Case Summary BUENA VISTA: Moody's Cuts CFR to Caa3 & Alters Outlook to Negative BUHLER-FREEMAN: Metropolitan Seeks 18% Interest on Claims CHECKOUT HOLDING: Bank Debt Trades at 78% Discount CHEETAH RENTALS: Case Summary & Unsecured Creditor CHRISTOPHER G. COMBS: June 22 Plan & Disclosure Hearing Set COLOUROZ INVESTMENT: Bank Debt Trades at 43% Discount CONFIE SEGUROS: Bank Debt Trades at 36% Discount CORAL POINTE: Unsecureds to Be Paid in Installments for 36 Months COTY INC: Bank Debt Trades at 16% Discount CREATIVE HAIRDRESSERS: Offit Kurman Represents Simon, 11 Others DEFOOR CENTRE: Case Summary & 20 Largest Unsecured Creditors DENTALCORP HEALTH: Bank Debt Trades at 17% Discount DEW TRUCKEN: Hires Long & Company as Accountant DFW WINGS: June 17 Plan & Disclosure Hearing Set DIAMOND OFFSHORE: Hires Alvarez & Marsal as Financial Advisor DIAMOND OFFSHORE: Seeks to Hire Lazard Freres as Investment Banker DIGITAL ROOM: Bank Debt Trades at 26% Discount DIOCESE OF BUFFALO: Committee Taps Gleichenhaus as Co-Counsel ELEVATE TEXTILES: Bank Debt Trades at 39% Discount ELITE INFRASTRUCTURE: Seeks to Hire Eric A. Liepins as Counsel ELK PETROLEUM: Unsecureds to Get 75% of Liquidating Trust Proceeds ENTRAVISION COMMUNICATIONS: S&P Cuts ICR to 'B'; Outlook Stable EPIC Y-GRADE: Moody's Rates $75MM Incremental Term Loan 'Caa2' EQUINOX HOLDINGS: Bank Debt Trades at 37% Discount ERC FINANCE: Bank Debt Trades at 16% Discount EVCO HOMES: Voluntary Chapter 11 Case Summary FOURTH QUARTER: Case Summary & 12 Unsecured Creditors FT. MYERS ALF: Seeks to Hire Bauch & Michaels as Counsel GABRIEL INVESTMENT: Unsecureds to Get Payout After $5M to GIG GGI HOLDINGS: Seeks to Hire Dykema Gossett as Legal Counsel GNIRBES INC: Seeks to Hire Pritchett Real Estate as Appraiser HAJ PETROLEUM: Seeks to Hire Apple Real Estate as Broker HALO BUYER: Bank Debt Trades at 16% Discount HELIX ACQUISITION: Moody's Lowers CFR to Caa1, Outlook Stable HOLOGENIX LLC: Seeks to Hire Levene Neale as Bankruptcy Counsel IGLESIA TABERNACULO: Seeks Approval to Hire Accountant J & R VALLEY: Case Summary & 9 Unsecured Creditors JBR EXPRESS: Case Summary & 14 Unsecured Creditors JILL ACQUISITION: Bank Debt Trades at 35% Discount JONESBORO TRACTOR: Seeks Approval to Hire Accountant KLAUSNER LUMBER: Young, Adams Represent Williams, 2 Others KUEHG CORP: Bank Debt Trades at 23% Discount LEV INVESTMENTS: Case Summary & 5 Unsecured Creditors LIBBEY GLASS: Files for Chapter 11 to Work on Restructuring Plan LIBBEY GLASS: Moody's Lowers PDR to D-PD on Chapter 11 Filing LIBBEY INC: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing LONESTAR RESOURCES: Stockholders Elect 8 Directors LTI FLEXIBLE: Bank Debt Trades at 36% Discount MANITOWOC CO: S&P Alters Outlook to Negative, Affirms 'B' ICR MAXIM CRANE: Moody's Lowers CFR to B3 & 2nd Lien Notes to Caa1 MBM SAND: Voluntary Chapter 11 Case Summary MEN'S WEARHOUSE: Bank Debt Trades at 73% Discount MISSION VACUUM: Case Summary & 8 Unsecured Creditors NEIMAN MARCUS: Baker Represent Lomden Estate, 5 Others ONEX TSG: Bank Debt Trades at 35% Discount OPTIV SECURITY: Bank Debt Trades at 30% Discount OU MEDICINE: S&P Affirms BB+ Bond Rating, Alters Outlook to Stable PANDA STONEWALL: Bank Debt Trades at 17% Discount PANTHERA ENTERPRISES: Seeks to Extend Exclusivity Period to Aug. 12 PARADIGM MIDSTREAM: Bank Debt Trades at 37% Discount QBS PARENT: Bank Debt Trades at 28% Discount QUORUM HEALTH: Cigna & HealthSpring Object to Plan & Disclosures QUORUM HEALTH: Mudrick Wants Plan to Restart to Square One RENFRO CORP: Bank Debt Trades at 62% Discount RILEY DRIVE ENTERTAINMENT: Seeks More Time to File Bankruptcy Plan ROBERTSHAW US: Bank Debt Trades at 54% Discount ROVIG MINERALS: U.S. Bank National Objects to Plan & Disclosures SALUBRIO LLC: Seeks to Hire Bridgehead Networks as Consultant SKLAR EXPLORATION: Investors File 2nd Modified Statement SS BODY ARMOR: Potter Anderson Represents Equity Group STA VENTURES: Voluntary Chapter 11 Case Summary TEMERITY TRUST: Voluntary Chapter 11 Case Summary TEMPLAR ENERGY: Files for Chapter 11 to Sell Assets TEMPLAR ENERGY: Unsecured Creditors Out of Money in Wind-Down Plan TRAVEL LEADERS: Bank Debt Trades at 32% Discount TRI MECHANICAL: Case Summary & 20 Largest Unsecured Creditors VOYAGER AVIATION: Moody's Affirms B1 CFR, Outlook Still Negative WADSWORTH ESTATES: Seeks to Hire Caluda Group as Counsel WASHINGTON PRIME: Fitch Cuts LT IDR to CCC+, Outlook Negative WILLIAMS SCOTSMAN: Moody's Rates $650MM Senior Secured Notes 'B3' WILLSCOT CORP: S&P Rates New $500MM Senior Secured Notes 'B' WINDSTREAM HOLDINGS: Committee Opposes 0.125% Plan WINDSTREAM HOLDINGS: June 24 Plan Confirmation Hearing Set WJA ASSET: Unsecureds to Recover 100% Under WJA Secure's Plan ********* 27 PUTNAM AVE: Unsecured Creditors to Get 50% in Plan ----------------------------------------------------- 27 Putnam Ave LP, 90 Downing St LP, 423 Grand Ave LP, and 429 Grand Ave LP filed with the U.S. Bankruptcy Court for the Southern District of New York a Joint Plan of Reorganization and a Disclosure Statement. Class 2 consists of the DS-CREF3 Clinton Senior Note Buyer LLC note and first mortgage on the Properties. The Debtors estimate that the amount due is $29,312,995 as of the Petition Date. The Properties shall be sold as set forth in the Plan and the Class 2 Claimant will be paid the available Cash up to Allowed Amount of its Class 2 Claim plus secured accrued amounts as of the date of payment, after payment of Administrative Claims, Unclassified Priority Claims and the Allowed Amounts of Class 1 Claims and Class 4 Claims. In the event that there is insufficient Cash from the Sale Proceeds to make a $100,000 distribution to Class 4 Claims, the Class 2 Claimant will cause up to $100,000 to be disbursed to fund Class 4 Claim distributions. Since the sale of the Properties will be delayed due to restrictions imposed by pandemic conditions, the Class 2 Claimant will make a $100,000 protective advance to the Debtor to be used to make an initial distribution to Class 4 Claimants on about the day the Confirmation Order is entered. Class 4 General Unsecured Claims total $1,523,282. The claims inlcude $103,782 representing scheduled claims and filed claims that the are not likely subject to objection. The remainder represent about 5 tenant claims for rent overcharges, harassment and damages, all of which are subject to pending objections. The Debtors believe that those claims are likely to be expunged. There are few other relatively small tenant claims that are likely to be settled by set-off against future rents. The Properties shall be sold as set forth in the Plan, and each Class 4 Claimant will be paid its pro rata share of the available cash up to allowed amounts of all Class 4 Claims plus interest at the Legal Rate through the date of payment, after payment of the Allowed Amounts of Administrative Claims, Unclassified Priority Claims and Class 1 through Class 3 Claims plus Secured accrued amounts as of the date of payment. In the event insufficient cash is available for Class 4 Claims after payment of senior claims as provided for in the preceding sentence, then each Holder of a Class 4 Claim shall be paid its pro rata share of a $100,000 distribution fund. To the extent necessary such fund will be funded by the Class 2 Claimant. In the unlikely event the sale proceeds are insufficient to pay Class 4 Claims in full, based on the Debtors' analysis of filed Claims, each Class 4 Claimant will recover about 50% of the Allowed Amount of its Claim. Since the sale of the Properties will be delayed due to restrictions imposed by pandemic conditions, the Class 2 Claimant shall make a $100,000 protective advance to the Debtor to be used to make an initial distribution to Class 4 Claimants on about the day the Confirmation Order is entered. Class 5 Interest Holders will be paid their pro rata share of available cash after payment of the allowed amount of administrative claims, unclassified priority claims and Class 1 through Class 4 Claims plus secured accrued amounts as of the date of payment. On the Effective Date, the Chapter 11 cases and the Debtors and their Estates will be deemed to be substantively consolidated for purposes of implementing the Plan. The assets and liabilities of the Debtors shall be pooled and all claims shall be satisfied from the assets of a single consolidated estate. Any claims against one or more of the Debtors based upon a guaranty, indemnity, co-signature, surety or otherwise, or claims against another Debtor will be treated as a single Claim against the consolidated estate of the Debtors and will be entitled to distributions under the Plan only with respect to such single claim. Effective Date payments under the Plan will be paid from the sale of the Properties. The sale and auction procedures provide for a sale of the Properties at an auction sale to be conducted on a date to be announced at the offices of Backenroth Frankel & Krinsky, LLP, 800 Third Avenue, New York, New York 10022. All prospective bidders except the Mortgagee are required to deposit 10% of their opening bid in escrow with the undersigned counsel by bank check or wire deposit. A full-text copy of the Joint Disclosure Statement dated May 14, 2020, is available at https://tinyurl.com/y822kzgu from PacerMonitor at no charge. The Debtors are represented by: Mark Frankel Backenroth Frankel & Krinsky, LLP 800 Third Avenue, Floor 11 New York, New York 10022 Tel: (212) 593-1100 About 27 Putnam Ave LP 27 Putnam Ave LP and three affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-13412) on Oct. 25, 2019. The petitions were signed by David Schieble, Clinton Hill GP LLC, authorized signatory. At the time of the filing, each Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The cases are assigned to Judge Mary Kay Vyskocil. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, is the Debtors' legal counsel. 316 S. GLENWOOD: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 316 S. Glenwood Blvd, LLC 316 S Glenwood Blvd Attn. Scott E. Palmberg Tyler, TX 75702-6936 Business Description: 316 S. Glenwood Blvd, LLC is a real estate lessor based in Tyler, Texas. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 20-60305 Debtor's Counsel: Robert T. DeMarco, Esq. DEMARCO MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 E-mail: robert@demarcomitchell.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Scott E. Palmberg, president. The Debtor filed an empty list of largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://is.gd/ZI0b9x 60 91ST STREET: Trustee Hires White and Williams as Counsel ----------------------------------------------------------- Heidi J. Sorvino, Chapter 11 Trustee for 60 91st Street Corp., seeks authority from the US Bankruptcy Court for the Southern District of New York to retain White and Williams LLP as its counsel. The Trustee requires White and Williams to: a. represent and assist the Trustee in the discharge of her duties and responsibilities under Section 1106 of the Bankruptcy Code, the orders of this Court, and applicable law; b. assist the Trustee and represent her in the preparation of motions, applications, notices, orders and other documents necessary in the discharge of the Trustee's duties; c. represent the Trustee at hearings and other proceedings before this Court (and, to the extent necessary, any other court); d. analyze and advise the Trustee regarding any legal issues that arise in connection with the discharge of her duties; e. assist the Trustee with the operation of the Debtor's business and in her investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor; and f. perform all other necessary legal services on behalf of the Trustee in connection with the Chapter 11 case. White and Williams' standard hourly rates are: Partners $475-750 Associates and Counsel $295-505 Legal Assistants $150-235 White and Williams is a "disinterested person" within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Amy E. Vulpio, Esq. White and Williams LLP 1650 Market Street One Liberty Place, Suite 1800 Philadelphia, PA 19103-7395 Tel: 215-864-7000 Fax: 215-864-7123 Email: vulpioa@whiteandwilliams.com About 60 91st Street Corp. 60 91st Street Corp. sought protection under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-10338) on Feb. 4, 2020, listing under $1 million in both assets and liabilities. Tenille Lewis, Esq. represents the Debtor as counsel. ACADEMY OF STARRZ: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: The Academy of Starrz LLC d/b/a Kids R Kids #13 2430 County Road 90 Pearland, TX 77584 Business Description: The Academy of Starrz LLC provides education programs for children. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-32881 Debtor's Counsel: Nelson M. Jones III, Esq. LAW OFFICE OF NELSON M. JONES III 440 Louisiana, Suite 1575 Houston, TX 77002 Tel: (713) 236-8736 E-mail: Njoneslawfirm@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Priscilla Jean Motte, managing member. The Debtor did not file 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/QMddu3 AFFINITY GAMING: $20MM Bank Debt Trades at 38% Discount ------------------------------------------------------- Participations in a syndicated loan under which Affinity Gaming is a borrower were trading in the secondary market around 62 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 68 cents-on-the-dollar for the week ended May 22, 2020. The $20.0 million facility is a term loan. The loan is scheduled to mature on January 31, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. AFFINITY GAMING: $95MM Bank Debt Trades at 38% Discount ------------------------------------------------------- Participations in a syndicated loan under which Affinity Gaming is a borrower were trading in the secondary market around 62 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 68 cents-on-the-dollar for the week ended May 22, 2020. The $95.0 million facility is a term loan. The loan is scheduled to mature on January 31, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. AMERICAN STEEL: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------ Nancy J. Gargula, United States Trustee for Region 21, objects to the adequacy of the Disclosure Statement filed by Debtor American Steel Processing Company, citing that: * There is no information provided in the Plan or the Disclosure Statement about the property or the value of the Debtor that will be transferred to US Ironworks, or how the Debtor determined this would be a fair liquidation of its property. The failure to provide this information prevents creditors from understanding whether the Debtor may otherwise be able to fund a Plan. * Because the Plan fails to provide for payment of all administrative claims in full, it fails to satisfy this requirement of Section 1129(a) and cannot be confirmed. * The Disclosure Statement does not provide a pro forma showing projected income and expenses and projected payments under the terms of the proposed Plan to the secured creditors and/or lessors of the Debtor to be made by US Ironworks, and provides no information for creditors to be able to assess the likelihood or ability of US Ironworks to make these payments. * The Debtor's Plan proposes to pay nothing to priority or unsecured creditors. For this reason and based on the limited information contained in the Disclosure Statement, the Plan is not proposed in good faith. * The Disclosure Statement fails to provide a liquidation analysis that provides a list of all assets of the Debtor with their values and the amounts of secured debt attributed to each asset. * The Plan proposes to pay nothing to priority creditors. Because the Plan fails to provide for payment of all priority claims in full, it fails to satisfy this requirement of Section 1129(a) and cannot be confirmed. A full-text copy of the United States Trustee's objection dated May 14, 2020, is available at https://tinyurl.com/yczm23cr from PacerMonitor at no charge. About American Steel Processing Company American Steel Processing Company is a steel fabricator in Panama City, Florida, founded in July 1998. American Steel Processing filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-50060) on Feb. 26, 2018. In the petition signed by Thomas J. Fanell, president and CEO, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Karen K. Specie. The Charles Wynn Law Offices, P.A., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. AP GAMING: Bank Debt Trades at 20% Discount ------------------------------------------- Participations in a syndicated loan under which AP Gaming I LLC is a borrower were trading in the secondary market around 80 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $95.0 million facility is a TERM loan. The loan is scheduled to mature on February 15, 2024. The Company's country of domicile is United States. APACHE CORP: Fitch Lowers LT IDR to BB+ & Alters Outlook to Stable ------------------------------------------------------------------ Fitch Ratings has downgraded Apache Corporation's Long-Term Issuer Default Rating to 'BB+' from 'BBB' and downgraded its senior unsecured ratings to 'BB+'/RR4' from 'BBB'. The Rating Outlook has been revised to Stable from Negative. The company's Short-Term IDR and commercial paper ratings have also been downgraded to 'B' from 'F3.' The main driver for the downgrade is weaker debt/EBITDA leverage metrics, stemming from the combination of low commodity prices and a lower production outlook, and to a lesser degree, concerns about recent reductions in liquidity. The rating also reflects concerns about the duration of the downturn in oil prices, which if extended, has the potential to keep APA's metrics lower for longer and result in additional downward pressure on the rating. Apache's ratings reflect the company's size and diversification; historically above-average unit economics; exposure to higher Brent pricing and Production Sharing Contracts (PSCs), which have favorable cost recovery features in a downturn; its relatively light maturity wall over the next few years; and the impact of the Suriname JV with Total, which mitigates future capex and FCF risk for Apache. Rating concerns center primarily on the company's weaker leverage metrics in the context of weak oil prices and lower forecast production; reductions in liquidity; and reductions in APA's proved asset base after several years of restructuring, which Fitch expects may continue to the degree the company continues to cut capex. KEY RATING DRIVERS Weaker Metrics: Fitch expects that the combination of lower commodity prices and a reduced production outlook will keep APA's debt/EBITDA leverage elevated for a prolonged period. In response to low prices, APA cut its 2020 D&C capex to just $1.1 billion, 55% below 2019. This includes cutbacks in domestic activity and a refocus of remaining spending on the offshore, which has more favorable pricing and a better cost recovery profile in a low oil priced environment. Given lower expected production and Fitch's current base case oil and gas price decks (WTI: $32/barrel in 2020, $42/bbl in 2021, $50 in 2022, and $52/bbl in 2023; Henry Hub natural gas: $1.85/mcf in 2020, $2.10/mcf in 2021, $2.25/mcf in 2022, and $2.50/mcf in 2023), Fitch anticipates metrics will remain weak for a prolonged period, resulting in Fitch's downgrade. LOCs Reduce Liquidity: At the end of March, following an S&P downgrade, APA was required to issue GBP641 million in letters of credit (around USD800 million) to support the company's North Sea decommissioning liabilities. The LOCs were issued against the company's $4.0 billion unsecured revolver, and reduced its capacity by a like amount. While Fitch anticipates these posted LOCs are unlikely to be converted into debt, they represent a structural reduction in APA's revolver availability of around 20%, all else equal. APA also had a draw on its revolver in Q120 of $250 million. Manageable Maturity Wall: APA has a relatively light maturity wall when compared with E&P peers, with just $937 million in APA parent debt due between February 2021 and January 2023. Hedges Added: Unlike a number of investment-grade peers, Apache did not have material hedges in place heading into the downturn, which left it relatively exposed to near term spot prices. APA recently added hedge protection for the remainder of 2020, including a number of fixed swaps (in the $26-$27/barrel range for WTI and $27-$30/barrel range for Brent), several three ways collars, and Midland basis swaps to protect against storage-related widening of discounts. Decent Operational and Financial Profile: Despite shrinkage over the years, APA has a good historical operational profile. In Q120, APA produced 467,771 boepd, comprised of 67% liquids. A high percentage of APA's liquids production is black oil, which supports the company's higher netbacks. APA's international exposure in Egypt and the U.K. North Sea is also helpful, as these regimes are linked to higher international Brent pricing, and Egypt is governed by production-sharing contracts, which have countercyclical features that allow the private partner to book higher production and reserves during low oil price periods. At the same time, APA's asset base has shrunk over the past few years due to asset sales, managing to FCF, and earlier disappointments at Alpine High. Material reserve adds from Suriname are likely a few years away. Actions to Defend the Rating: APA has taken a number of actions to defend the credit rating and manage to FCF in the downturn, including a 55% reduction in D&C capex, 90% reduction in the company's dividend (saving $340 million per year on a run rate basis), short-term hedges, and a cost reduction program of $300 million. Suriname JV Eases Concerns: APA's decision to enter a joint venture with Total, SA to develop Block 58 in offshore Suriname has eased some of its earlier concerns about the capex impacts if Apache had decided to go it alone on this large project, similar to Alpine High. Under terms of the carry, the companies split ownership of Block 58 50/50. Total will carry 87.5% of the first $10 billion in gross spending, 75% of the next $5 billion, and 62.5% of all spending above that level, along with other payments and royalties paid to Apache. APA has logged drilling successes at Maka Central-1 and Sapakara West-1 and is drilling follow-up appraisal wells for both. While Block 58 is highly prospective, the project is unlikely to reach first oil at least until 2025, which limits its impact on the company's near-term credit profile. DERIVATION SUMMARY APA's position is mixed versus other peers in the independent E&P space. In terms of size, while the company has shrunk over the last few years due to restructuring and asset sales, at 467,771 boepd, it is still larger than most diversified peers including Marathon Oil (BBB/Negative), Devon (BBB/Stable) and Continental Resources (BBB-/Negative), but smaller than Ovintiv (BBB-/Negative). Fitch anticipates APA's size will shrink further as it ramps capex down in the current downturn. As calculated by Fitch, APA's cash netbacks were above peers at YE 2019 ($20.1/boe), due to its high % liquids and black oil mix, and exposure to international Brent-linked pricing. APA's overall portfolio diversification has declined somewhat with asset sales but still compares well with E&P peers, and includes international (Egypt and the North Sea), an anchor shale position in the Permian (Midland, Delaware, Central Platform/NW Shelf), a small offshore GoM position, and highly prospective Suriname. The company's debt/EBITDA leverage metrics are weak versus peers due to the combination of low oil prices and declining forecast production. Liquidity is adequate to handle the maturity profile of $937 million due over the next few years but was recently reduced due to the impact of LOC postings. No parent/subsidiary, country ceiling or operating environment considerations constrain the rating. KEY ASSUMPTIONS - Base Case WTI oil price of $32 in 2020, $42 in 2021, $50 in 2022, and $52 in 2023 and the long term; - Henry Hub natural gas prices of $1.85/mcf in 2020, $2.10/mcf in 2021, $2.25/mcf in 2022, and $2.50/mcf in 2023 and the long term; - Consolidated capex (including Altus) of $1.35 billion in 2020, which declines further in 2021 and 2022 before rising thereafter to $1.4 billion in line with higher assumed oil prices; - Dividends flat in out years after initial 2020 cut; - Production (reported volumes) declines for the first three years of the model, bottoming out in 2022 before growth resumes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Sustained standalone debt/EBITDA leverage at or below 2.8x; - Sustained lease-adjusted FFO at, or below 3.8x; - E&P debt/flowing barrel below $17,500 per barrel; - Sustained neutral to positive FCF on a deconsolidated basis Factors that could, individually or collectively, lead to negative rating action/downgrade: - Another sustained leg down in oil prices; - Sustained standalone debt/EBITDA above 3.4x; - Sustained lease-adjusted FFO above 4.4x; - E&P debt/flowing barrel above $21,000 per barrel BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of March 31, 2019, cash and equivalents were $428 million (of which $19 million was related to Altus). There were $250 million in drawings against the company's $4.0 billion unsecured revolver, for total liquidity of approximately $4.16 billion. Subsequent to the end of the quarter, APA was required to post GBP 641 million in LOCs under the revolver facility to support its environmental abandonment obligations for its North Sea properties, reducing available liquidity to just under $3.4 billion. The revolver matures in March 2024, and has a $3 billion LOC sublimit, and a one-year extension option (APA's). Separately, Altus Midstream has an $800 million senior unsecured credit facility due November 2023. That facility is non-recourse to Apache or any of Apache's subsidiaries and lacks cross defaults to the parent but had $468 million in borrowings at March 31, 2020. Apache's near-term maturities are moderate. Covenant restrictions across Apache's debt instruments are light and include a 60% consolidated debt-to-capitalization maximum ratio for its revolver, as well as limitations on liens (secured debt capped at 15% of APA's consolidated net tangible assets). Other restrictions include limitations on mergers, asset sales, transactions with affiliates and guarantees. Events of default include non-payment on more than $150 million in debt obligations on the part of the borrower or its restricted subsidiaries, and a change in control, defined as the acquisition of an ownership stake of more than one third of the company's common stock by a person or persons. The debt-to-cap calculation excludes non cash write-downs, and impairments occurring after June 2015, including the approximately $4.5 billion in impairments in Q120. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). APC AUTOMOTIVE: $155MM Bank Debt Trades at 36% Discount ------------------------------------------------------- Participations in a syndicated loan under which APC Automotive Technologies LLC is a borrower were trading in the secondary market around 64 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 74 cents-on-the-dollar for the week ended May 22, 2020. The $155.0 million facility is a PIK term loan. The loan is scheduled to mature on May 10, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. APC AUTOMOTIVE: $25MM Bank Debt Trades at 35% Discount ------------------------------------------------------ Participations in a syndicated loan under which APC Automotive Technologies LLC is a borrower were trading in the secondary market around 65 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 75 cents-on-the-dollar for the week ended May 22, 2020. The $25.0 million facility is a PIK term loan. The loan is scheduled to mature on May 10, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. APC AUTOMOTIVE: $25MM Bank Debt Trades at 37% Discount ------------------------------------------------------ Participations in a syndicated loan under which APC Automotive Technologies LLC is a borrower were trading in the secondary market around 63 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 72 cents-on-the-dollar for the week ended May 22, 2020. The $25.0 million facility is a PIK term loan. The loan is scheduled to mature on May 10, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. AVA TRANSPORTATION: Seeks to Hire David Freydin as Lead Counsel --------------------------------------------------------------- AVA Transportation Group, Inc. seeks authority from the US Bankruptcy Court for the Northern District of Illinois to hire the Law Offices of David Freydin as its lead-counsel. Services David Freydin will render are: (a) negotiate with creditors; (b) prepare a plan; (c) examine and resolve claims filed against the estate; (d) prepare and prosecute adversary proceedings, if any; (e) prepare pleadings filed in the case; (f) interact with the trustee in this case; (g) attend court hearings; and (h) represent the Debtor in matters before the Court. The normal hourly billing rates at David Freydin are: David Freydin, Esq. $350 Jan Michael Hulstedt, Esq. $325 Attorney $250 to $350 Mr. Freydin assures the court that he does not hold or represent an interest adverse to the Estate, and that she is a disinterested person within the meaning of Sec. 327(a). The firm can be reached through: David Freydin, Esq. Law Offices of David Freydin, PC 8707 Skokie Blvd, Suite 312 Skokie, IL 60077 Phone: 847-972-6157 Fax: 866-897-7577 Email: david.freydin@freydinlaw.com About AVA Transportation Group AVA Transportation Group, Inc. is a trucking company in Lemont, Illinois. Based in Lemont, Illinois, AVA Transportation Group, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-09299) on April 14, 2020. At the time of filing, the Debtor estimated $2,199,100 in assets and $2,628,341 in liabilities. David Freydin, Esq. at the LAW OFFICES OF DAVID FREYDIN represents the Debtor as counsel. AVA TRANSPORTATION: Seeks to Hire Gutnicki as Co-Counsel -------------------------------------------------------- AVA Transportation Group, Inc. seeks authority from the US Bankruptcy Court for the Northern District of Illinois to hire Miriam R. Stein, Of Counsel to Gutnicki LLP as its co-counsel. Services Gutnicki LLP will render are: (a) negotiate with creditors; (b) prepare a plan; (c) examine and resolve claims filed against the estate; (d) prepare and prosecute adversary proceedings, if any; (e) prepare pleadings filed in the case; (f) interact with the trustee in this case; (g) attend court hearings; and (h) represent the Debtor in matters before the Court. Gutnicki LLP's normal hourly billing rates are: Miriam Stein $400 Kara Allen $320 Attorneys $205 to $585 Ms. Stein assures the court that he does not hold or represent an interest adverse to the Estate, and that she is a disinterested person within the meaning of Sec. 327(a). The firm can be reached through: Miriam R. Stein, Esq. Gutnicki LLP 4711 Golf Rd suite 200 Skokie, IL 60076 Phone: +1 847-933-9280 About AVA Transportation Group AVA Transportation Group, Inc. is a trucking company in Lemont, Illinois. Based in Lemont, Illinois, AVA Transportation Group, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-09299) on April 14, 2020. At the time of filing, the Debtor estimated $2,199,100 in assets and $2,628,341 in liabilities. David Freydin, Esq. at the LAW OFFICES OF DAVID FREYDIN represents the Debtor as counsel. AXALTA COATING: Moody's Rates New Senior Unsecured Notes B1 ----------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Axalta Coating Systems, LLC and Axalta Coating Systems Dutch Holding B B.V.'s proposed senior unsecured notes. Proceeds from the new notes are to be used for general corporate purposes. All other ratings remain unchanged. "The debt issuance will bolster the company's liquidity position during a challenging and uncertain operating environment," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for Axalta Coating Systems Ltd. Assignments: Issuer: Axalta Coating Systems, LLC Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE Moody's expects a substantial reduction in earnings in the second quarter of 2020. Axalta faces a challenging environment driven by substantial end market weakness following the global outbreaks of coronavirus and implementation of public health measures that triggered an unprecedented slowdown in economic activity. Moody's believes that a sharp decline in miles driven -- a key indicator of accident rates and therefore demand for automotive refinish products -- will undercut demand for the company's refinish business, which represented 39% of sales in 2019. A significant reduction in new automotive builds that resulted from OEM shut downs in April and May will hurt the company's light vehicle segment (27% of 2019 sales) as well. Moody's expects that adjusted financial leverage will rise above 6.0x and free cash flow generation will be substantially diminished. However, an expected recovery in miles driven and auto build rates will result in less significant year-over-year weakness in the third quarter and place the company on a better trajectory in the coming quarters. The concern about temporarily weak credit metrics is lessened by expectations for improved business conditions in the second half of 2020 and a substantial liquidity position, including balance sheet cash in excess of $1 billion on a pro forma basis for the proposed debt issuance and an undrawn $400 million revolving credit facility. The Ba3 CFR is principally constrained by expectations for weak credit metrics for the rating category and uncertainty related to the pace of recovery in key end markets. Moody's is unlikely to take a negative rating action on Axalta if it temporarily exceeds the triggers for a downgrade during these unusual economic conditions, providing the company maintains very strong liquidity and management takes actions to return credit metrics to levels that support the rating once the economic recovery is firmly in place. The rating is supported by Axalta's very good liquidity position and excellent market position as a coatings producer that generates cash through economic cycles. The rating also takes into consideration recent financial policy statements related to lower leverage targets and pursuit of investment-grade ratings -- a longer-term objective in the current environment, but an important indicator of management's intent. The SGL-1 Speculative Grade Liquidity rating reflects the company's very good liquidity position. Given a substantial cash balance, Moody's does not expect the company to draw on the revolver despite an expectation for some cash consumption in the very near term. The credit agreement governing the revolver includes a maximum first lien leverage ratio test set at 5.5x that is only tested if revolver borrowings exceed 30% of capacity at the end of the fiscal quarter. The SGL rating incorporates a scenario where the company's revolving credit facility might not be available fully due to covenant-related restrictions. The SGL rating could be lowered if Moody's expects available liquidity (cash and covenant-adjusted access to revolving credit) to fall below $750 million while credit metrics remain outside boundaries appropriate for the Ba3 CFR. The B1 rating assigned to the proposed notes, one notch below the Ba3 CFR, reflects contractual subordination to the company's $400 million first lien senior secured revolving credit facility and $2.1 billion first lien senior secured term loans. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The stable outlook takes into consideration that credit metrics may move outside the rating category for at least the next few quarters and assumes that the company maintains a very good liquidity position. Moody's could downgrade the rating with expectations for adjusted financial leverage sustained above 4.5x, retained cash flow-to-debt sustained below 10%, further deterioration in end markets, significant erosion in the company's liquidity position, or adoption of more aggressive financial policies. However, Moody's is not likely to downgrade the ratings if Axalta temporarily exceeds these thresholds for a short period during unusual economic conditions provided that the company maintains a very good liquidity position and management takes actions to return credit metrics to levels that support the rating once the economic recovery is firmly in place. Moody's could upgrade the rating with expectations for adjusted financial leverage below 3.5x, retained cash flow-to-debt sustained above 15%, and free cash flow-to-debt sustained above 10%. Environmental, social and governance factors are important factors influencing Axalta's credit quality. Coatings companies generally have less ESG-related risk compared to rated peers in the chemical industry. With respect to Axalta, Moody's focus is placed on governance-related risks considering recent management turnover and an ongoing strategic review, meaningful event risks though tempered by management's recent adoption of more conservative leverage targets and stated intent to achieve investment-grade ratings. The principal methodology used in these ratings was Chemical Industry published in March 2019. Axalta Coating Systems Ltd. is one of the world's leading coatings companies. Axalta was formed as a leveraged buyout of DuPont's Performance Coatings business by an affiliate of Carlyle Group in 2013, became a public company through an initial public offering in 2014, and Carlyle exited by selling its remaining shares in 2016. The company operates two business segments: (i) Performance Coatings, which accounts for over 60% of sales; and (ii) Transportation Coatings, which accounts for under 40% of sales. Headquartered in Philadelphia, Pa., Axalta generated $4.5 billion of revenue in 2019. AXALTA COATING: S&P Rates $500MM Senior Unsecured Notes 'BB-' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Axalta Coating Systems Dutch B BV and Axalta Coating Systems LLC's $500 million in senior unsecured notes due 2027. The recovery rating is '5', reflecting its expectation of modest (10%-30%; rounded estimate: 20%) recovery. S&P bases the rating on preliminary terms and conditions. S&P is affirming its 'BBB-' issue-level rating on the cash flow revolver and first-lien term loans. The '1' recovery ratings on this debt reflect S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery. The rating agency is lowering the issue-level rating on the unsecured debt to 'BB-' from 'BB'. The recovery rating is '5', reflecting S&P's expectation of modest (10%-30%; rounded estimate: 20%) recovery, given the additional proposed unsecured debt in the capital structure. S&P is also assigning a 'BB' issuer credit rating to Axalta Coating Systems Ltd., the entity that issues financials for the Axalta group. This entity is also expected to be the guarantor of the proposed notes. This rating action follows the announcement that the company will be issuing $500 million of seven-year senior unsecured notes it will use for general corporate purposes. S&P expects this cash to be held on the balance sheet to boost the company's liquidity profile. The 'BB' issuer credit rating on Axalta remains unchanged. The stable outlook on Axalta reflects S&P Global Ratings' expectation that despite a global recession in 2020, the company's credit measures will remain appropriate for the 'BB' rating, with weighted-average funds from operations FFO to debt between 12% and 20%. S&P also assumes the company will not issue dividends, engage in large share buybacks, or pursue debt-funded acquisitions, and the financial policy will remain appropriate for the current rating. The company's large cash balances help offset the expected earnings deterioration. "We could lower the ratings within the next year if the broader economy or auto industry conditions deteriorate significantly beyond our already lowered expectations, causing FFO to debt to weaken below 12% without any prospects for improvement. We could lower the ratings if the company uses substantial debt for, or depletes its cash balances with, significant shareholder rewards or a sizable acquisition or if liquidity deteriorates, such that we believe sources would not exceed uses by more than 1.2x," S&P said. "We could consider a positive rating action within the next year if the company improves its business risk profile, particularly through strengthening its competitive position and achieving moderately higher EBITDA margins, although we consider this unlikely in 2020. However, this could occur if the company's end-market diversity improves or if the company permanently improves its cost positon. Additionally, there could be upside potential if we expect the company will maintain weighted-average FFO to debt of more than 20%, after factoring in its growth initiatives," S&P said. BANKS FAMILY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Banks Family Investments, LLC 6707 Tyree Street Dallas, TX 75209 Business Description: Banks Family Investments is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-31566 Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Joe Abbey, Esq. LAW OFFICE OF JOE ABBEY P.O. Box 02601 Dallas, TX 75225 Tel: 817-513-5822 E-mail: joebabbey@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: Unknown The petition was signed by Alan Banks, authorized representative. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition at the time of the filing. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/DOsFqJ BASIN TRANSLOAD: Case Summary & 13 Unsecured Creditors ------------------------------------------------------ Debtor: Basin Transload, LLC 800 South Street, Suite 500 Waltham, MA 02453 Business Description: Basin Transload, LLC -- http://basintransload.com/-- is a transloading and logistics company serving the Bakken region in North Dakota. The Debtor has two transloading and logistics facilities located in Republic Rail Stop, Beulah, North Dakota, and Stampede Rail Stop, Columbus, North Dakota. The Debtor offers transloading and logistics services (i) at the Beulah Facility for crude oil and frac sand, and (ii) at the Stampede Facility for crude oil. In addition, the Debtor offers a variety of railcar services at each of the Facilities, including railcar sorting, cleaning, and storage. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court District of Delaware Case No.: 20-11462 Debtor's Counsel: Gregory A. Taylor, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Email: gtaylor@ashbygeddes.com Debtor's Restructuring Advisor: COHNREZNICK LLP One Boston Place, Suite 500 Boston, Massachusetts 02108 Debtor's Claims & Noticing Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC. DBA STRETTTO 410 Exchange, Suite 100 Irvine, California 92602 https://cases.stretto.com/BasinTransload/ Total Assets as of April 30, 2020: $3,861,825 Total Liabilities as of April 30, 2020: $13,444,540 The petition was signed by William Davidson, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/4Hqy0h BAYTEX ENERGY: Fitch Lowers Issuer Default Rating to 'B' -------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating of Baytex Energy Corporation to 'B' from 'B+'. The senior unsecured notes were downgraded to 'B'/'RR4' from 'BB-'/'RR3'. The Outlook remains Negative. The downgrade and Negative Outlook reflect Fitch's expectation for further erosion of BTE's liquidity and financial flexibility relative to previous expectations. Fitch expects the company's announced shut-in of 25 mboepd of production and a 50% reduction in 2020 capital spending will restrict internal liquidity and EBITDA over the medium term, limiting their ability to invest in their assets. Fitch will look for an increased ability to mitigate the impact of potential future price weakness on BTE's financial profile and expects to resolve the outlook in the next 12 to 18 months. Baytex' ratings reflect its diversified North American asset base, high oil and liquids weighting, moderate capex and dedication to living within cash flow. It also reflects the company's conservative financial policy, favorable impacts of hedging on its cash flows in 2020, long-dated maturity profile and lack of a borrowing base in its revolver, which eliminates the risk of unfavorable borrowing base redeterminations. These positives are offset by the company's above average liquidity risk, given draws on the revolver and limited access to external liquidity, the non-operated status of its Eagle Ford holdings and exposure to heavy oil differentials. KEY RATING DRIVERS Further Erosion of Production Profile: In response to secular lows in oil prices and demand, BTE updated its 2020 guidance in March, cutting capex in half and reducing production guidance to 85,000 to 89,000 boepd, from 93,000 to 97,000 boepd previously. As oil market pressures have persisted despite slow regional reopenings in the U.S. economy, BTE announced the voluntary shut-in of nearly 25,000 boepd of production, focused on their lower-netback Canadian heavy oil. It has revised 2020 production guidance to 70,000 to 74,000 boepd earlier this month. Under Fitch's ratings case price assumptions, Fitch expects BTE will be challenged to maintain a production profile consistent with a 'B+' IDR rating, as lower near-term prices and a desire to conserve liquidity limit production incentives. Revolver Borrowings Restrict Near-Term Liquidity: While BTE ended 2019 with approximately 75% availability under its revolver, Fitch expects that the notes refinancing, working capital needs and reduced FCF resulting from depressed oil prices may lead to increased reliance on this facility throughout the base case. Fitch believes that BTE's near-term liquidity options are limited given capital markets are virtually closed to high-yield energy and the sale of BTE's most liquid assets (their Eagle Ford position) would significantly reduce production size and unit economics of the remaining portfolio. Countering this is BTE's partial mitigation of liquidity risk achieved by pushing maturity of its non-borrowing-base revolver to 2024. Maturities Pushed Out: BTE's work to improve its maturity profile provides it with ample opportunity to recover operational and financial performance ahead of any refinancing, given a supportive price environment. On Feb. 5, 2020, BTE issued US$500 million of 8.75% senior unsecured notes due 2027. The proceeds of this issuance, along with revolver borrowings, were used to redeem the US$400 million 5.125% notes due 2021 and CAD$300 million 6.625% notes due 2022. On March 3, 2020, BTE amended its term loan and revolving facilities to extend the maturity to 2024. Following these transactions, BTE's first maturity is not until April 1, 2024. DERIVATION SUMMARY With 97.7 mboepd of production at YE2019, BTE is similar in size to peers MEG Energy Corp. (MEG 'B'/Stable, 93.1 mboepd) and Vermilion Energy Inc. (VET 'BB-'/Negative, 100.4 mboepd). BTE's diverse asset base provides exposure to Canadian heavy and light oil as well as the price-advantaged Eagle Ford, resulting in average unhedged realizations (CAD48.7/boe in 2019) and netbacks (CAD23.0/boe) between MEG (CAD53.2/boe; CAD 24.0/boe in 2019) and VET(CAD46.10/boe; CAD25.6/boe in 2019) as calculated by Fitch. While Fitch expects lower cash flow generation from BTE, its leverage and coverage metrics are expected to remain in-line with peers. KEY ASSUMPTIONS Base Case Assumptions -- WTI Crude oil prices of $32/barrels (bbl) in 2020, $42/bbl in 2021, $50/bbl in 2022, and $52/bbl thereafter; -- Henry Hub Natural Gas prices of $1.85/Mcf in 2020 $2.10/Mcf in 2021, $2.25/Mcf in 2022, and $2.50/Mcf thereafter; -- MSW, WCS, AECO, and LLS differentials trending towards historical levels; -- Capex of $275 million in 2020, in-line with management forecasts, remaining below maintenance levels until 2022 resulting in production decline in 2021, moderating in 2022 to slight growth in 2023; -- Delayed restoration of heavy oil production considering near- term pricing pressure; -- G&T cost savings in 2020 reversed as production growth resumes, moderate cost savings as volumes scale; -- Negative cash flow funded with borrowings on the revolving facility. Stress Case Assumptions -- WTI Crude oil prices of $27/bbl in 2020, $32/bbl in 2021, $37/bbl in 2022, and $47/bbl thereafter; -- Henry Hub Natural Gas prices of $1.65/Mcf in 2020 and 2021, $2/Mcf in 2022, and $2.25/Mcf thereafter; -- Capex reductions in 2021 and beyond as management works to live within cash flow, aggravating production declines and mitigating out year recovery. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that BTE would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. -- Going-Concern (GC) Approach -- The GC EBITDA assumption of $426 million takes into account a prolonged commodity price downturn (consistent with the stress price deck) causing reduced capital expenditure and associated operating momentum resulting in lower than expected EBITDA/cash flow. -- An EV multiple of 4.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study median exit EV multiple for E&Ps was 5.7x, with a range of 4.5x-5.5x for recovery multiples. -- Selection of a lower multiple is consistent with the non-operated nature of the Eagle Ford assets, as well as exposure to lower-netback heavy oil in Canada. -- Liquidation Approach -- The liquidation estimate reflects Fitch's view of transactional and asset-based valuations, such as recent transactions in Canada and the Eagle Ford basin on a $/boepd of production and $/1P reserves basis, as well as NI 51-101 PV-10 estimates. This data was used to determine a reasonable sales price for the company's assets. -- 50% Advance rate on A/R reflects lower booking of receivables in a depressed commodity price environment modeled in the stress. -- The senior secured revolver is expected to be drawn at 100% as it is a secured facility, avoiding redetermination risk. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: To resolve the Outlook: -- Improved financial flexibility, including reduced revolver borrowings and demonstrated ability to generate positive free cash flow; -- Restoration of operational momentum resulting in forecasted production sustained above 75,000 boepd; -- Total debt with equity credit/Operating EBITDA sustained below 4.0x. For an upgrade to 'B+': -- Commitment to conservative financial policy resulting in mid-cycle debt with equity credit/ Operating EBITDA or FFO adjusted leverage below 3.5x; -- Sustained production above 80,000 boepd, maintaining adequate reserve life and competitive corporate unit economics. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Deteriorating liquidity and financial flexibility, including increased revolver borrowings and inability to live within cash flow over the next 12 to 18 months; -- Loss of operational momentum leading to forecasted production below 50,000 boepd; -- Mid-cycle debt with equity credit/EBITDA or FFO adjusted leverage sustained above 4.5x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE At the end of 1Q20, BTE had over CAD300M of liquidity available on their revolving facility, net of working capital needs. While Fitch expects increased reliance on the revolving facility to meet liquidity need, Fitch expects the company to maintain adequate liquidity through the rating horizon. Following the refinancing of their senior unsecured notes due 2021 and 2022 in the first quarter of 2020, BTE has extended their maturity profile. The company extended the maturity of its revolving facility and term loan to April of 2024, with notes due in June 2024 and April 2027. BTE's protracted maturity profile offers them ample opportunity to regain their production and cash flow profile ahead of necessary refinancing. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). BEACON ROOFING: Moody's Lowers CFR to B2, Outlook Negative ---------------------------------------------------------- Moody's Investors Service downgraded Beacon Roofing Supply, Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the rating on Beacon's senior secured debt to B2 from B1 and the rating on the company's senior unsecured notes due 2025 to Caa1 from B3. The SGL-2 Speculative Grade Liquidity Rating is maintained. The outlook is changed to negative from stable. These actions and the negative outlook result from Moody's expectation that Beacon's operating performance will suffer due to the coronavirus outbreak and the resulting economic contraction, which will result in lower demand for reroofing projects and elevated leverage. Moody's now projects leverage remaining above 6.0x over the next eighteen months due to the company's considerable debt load and reduced earnings. "Beacon has not performed to Moody's expectations over the past two years and, due to the coronavirus, will face revenue and earnings headwinds through the balance of 2020," according to Peter Doyle, a Moody's VP-Senior analyst. "Leverage will be high relative to Moody's previous expectation for 2020, prompting the downgrade and change in outlook." The following ratings are affected by its action: Outlook Actions: Issuer: Beacon Roofing Supply, Inc. Outlook, Changed to Negative from Stable Downgrades: Issuer: Beacon Roofing Supply, Inc. Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Secured Term Loan B, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured Global Notes, Downgraded to B2 (LGD3) from B1 (LGD3) Gtd Senior Unsecured Global Notes, Downgraded to Caa1 (LGD5) from B3 (LGD5) RATINGS RATIONALE Beacon's B2 CFR reflects the company's leveraged capital structure and low profitability. Moody's projects that revenue will decline by 3% to $6.9 billion for fiscal year-end 2021 (September 30, 2021) from $7.1 billion through LTM Q2 2020 dated March 31, 2020. Moody's also forecasts adjusted EBITDA margin contracting modestly to about 7.0% over the next eighteen months versus 7.4% for LTM Q2 2020. Operating performance is significantly below other rated distributors. Management is reducing costs by lowering personnel expenses to meet the decline in demand. However, these efforts will be offset by decreasing volumes due to end market contraction, which reduces operating leverage and will contribute to the contraction in margin. Interest coverage, measured as EBITA-to-interest expense, will be around 2.0x through 2021. The rapid and widening spread of the coronavirus outbreak and the resulting economic contraction are creating a severe and extensive credit shock, limiting construction activity, including demand for replacing residential and commercial roofs, drivers of Beacon's revenue and resulting earnings and cash flow. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Governance risks Moody's considers in Beacon's credit profile include a modestly aggressive financial policy, evidenced by increasingly higher leverage and delays in achieving previously planned deleveraging. Also, Clayton, Dubilier & Rice LLC has two members on Beacon's Board of Directors and controls about 30% of Beacon's total voting rights. Through its equity ownership and board representation, and in conjunction with other board members, CD&R will influence business decisions. These decisions could include those relating to debt capital structure and long-term deployment of capital and utilization of cash. Providing an offset to Beacon's weak credit metrics is Moody's belief that roofing products experience less demand volatility than other building products due to their nondiscretionary nature. In recent months Beacon has appointed a new Chairman of the Board, Chief Executive Officer and Chief Financial Officer, who will focus on organic growth, improving internal operations, and increasing cash flow. Also, Beacon has a good liquidity profile, providing financial flexibility to contend with its leveraged capital structure. Beacon's SGL-2 Speculative Grade Liquidity Rating reflects Moody's view that the company will maintain a good liquidity profile over the next eighteen months, generating free cash flow throughout the period despite about $150 million in cash interest payments. Beacon also has abundant revolver availability and no near-term maturities. Its revolving credit facility expires in early 2023 followed by the senior secured term loan maturing early 2025. The negative outlook reflects Beacon's leveraged capital structure and ongoing challenges facing the company. Moody's believes it will be difficult to meaningfully improve operations and working capital management in an environment with significant competition and ongoing economic uncertainty. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: The rating could be upgraded if: (All ratios incorporate Moody's standard adjustments) - Sustained improvement in EBITDA margin - Debt-to-LTM EBITDA maintained below 5.5x - A good liquidity profile is preserved - Trends in end markets support sustained organic growth The rating could be downgraded if management fails to improve operating performance and margins, resulting in the following credit metrics (all ratios incorporate Moody's standard adjustments) or characteristics such as: - Debt-to-LTM EBITDA maintained above 6.5x - EBITA-to-interest expense sustained below 1.5x - The company's liquidity profile deteriorates Beacon Roofing Supply, Inc., headquartered in Herndon, Virginia, is one of the largest wholesale distributors of roofing material and other building products in the US. Revenue for the twelve months ended March 31, 2020 was about $7.1 billion. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. BLACKROCK CAPITAL: Fitch Affirms BB- LT Issuer Default Rating ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating, senior secured debt and senior unsecured debt ratings of BlackRock Capital Investment Corporation at 'BB-'. The ratings have been removed from Rating Watch Negative. The Rating Outlook is Stable. KEY RATING DRIVERS IDR AND SENIOR DEBT The removal of the Negative Rating Watch and assignment of a Stable Outlook follows BKCC's announcement that the firm entered into an amendment to its senior secured revolving credit agreement on May 22, 2020, which permanently reduced the minimum shareholders' equity requirement to $275 million from $375 million. Based on BKCC's shareholders' equity at March 31, 2020, Fitch estimates that the cushion to the covenant improved to 13.0% of the portfolio at fair value. Fitch believes the updated cushion is sufficient for the current rating level to account for incremental valuation volatility and credit deterioration in the portfolio over the medium term. In addition to the reduced minimum shareholders' equity covenant, the key terms of the amendment include a $40 million reduction in revolver capacity, to $300 million, a reduction in the asset coverage requirement to 150% from 200%, an increase in pricing to LIBOR plus 200bps-225bps (depending on a ratio of the borrowing base to certain indebtedness), from LIBOR plus 175bps-200bps, and an extension of the maturity date to June 2023 from June 2022. Fitch views the permanent amendment favorably, but notes that the reduction in borrowing capacity on the revolver incrementally reduces BKCC's operating flexibility. While new originations are expected to be minimal, focused largely on existing investments, the reduced funding capacity may limit its ability to support existing portfolio companies as they manage through liquidity shortfalls. The Stable Outlook also reflects BKCC's receipt of shareholder approval on May 1, 2020 to reduce its asset coverage requirement to 150% from 200%, benefiting the company's asset coverage cushion, which would improve to 30.7%, on a pro forma basis, compared with 7.6% at March 31, 2020. The higher cushion is above the rated peer average and above Fitch's 'bb' category capitalization and leverage benchmark range of 0%-11%. However, Fitch believes the above-average cushion is appropriate given the firm's outsized exposure to equity investments, elevated portfolio concentrations, and the potential for higher credit losses over the medium term. BKCC has communicated a long-term targeted leverage range of 0.95x-1.25x, up from a targeted range of 0.70x-0.75x previously, and in line with that of rated BDC peers that are subject to a 150% asset coverage requirement. However, Fitch does not expect BKCC to actively increase leverage in the near term given pressured market conditions resulting from the coronavirus pandemic. BKCC's leverage, as measured by par debt-to-equity, was 0.86x at March 31, 2020. Fitch views BKCC's liquidity position as adequate. At May 22, 2020, BKCC had $25.9 million in cash and cash equivalents and approximately $83.6 million of undrawn capacity under its credit facility, subject to borrowing base restrictions. BKCC's exposure to unfunded revolver commitments to portfolio companies is relatively small, amounting to approximately $5.0 million at March 31, 2020. Fitch views BKCC's liquidity as sufficient to fund any increased draws. Additionally, given pandemic-driven uncertainties, BKCC cut its dividend to $0.10 per share from $0.14 per share, and will pay a portion of the dividend in stock, until uncertainties ease and the financial markets stabilize. Fitch believes this action is prudent and will help BKCC conserve cash and equity; however, this reduction marks the third dividend cut since BlackRock took over management responsibilities for the BDC in 2015. Net investment income coverage of the dividend was 100.8% in 1Q20, based on a dividend of $0.14 per share. While Fitch believes dividend coverage will benefit from the lower dividend level, credit deterioration, which leads to an increase in non-accruals and portfolio contraction, could challenge coverage over time. Still, Fitch believes management will continue to waive incentive fees, if necessary, to improve dividend coverage as demonstrated during 1Q20 when the firm voluntarily waived $1.9 million of incentive fees that the advisor was entitled to during the quarter. The rating affirmations reflect BKCC's affiliation with global investment manager BlackRock Inc., which Fitch believes provides the firm with enhanced risk management and back office capabilities, Wall Street relationships and broader industry and market insights. Fitch believes that BlackRock's acquisition of BlackRock TCP Capital Corp. in 2018 has also improved the scale and competitive positioning of the platform. Rating constraints specific to BKCC include weaker-than-peer credit performance since inception, above-average exposure to equity investments relative to peers, inconsistent operating performance weak dividend coverage, elevated portfolio concentrations, and turnover in the management team in recent years, which yields more limited experience running a BDC. Rating constraints for the BDC sector more broadly include the market impact on leverage, given the need to fair-value the portfolio each quarter, dependence on access to the capital markets to fund portfolio growth and a limited ability to retain capital due to dividend distribution requirements. Additionally, the competitive underwriting environment over the last several years has yielded deterioration in terms in the middle market, including fewer/looser covenants and higher underlying leverage. Fitch believes a sustained slowdown in the economy resulting from the coronavirus pandemic is likely to translate to asset quality issues more quickly, given the limited embedded financial cushion in most portfolio credits and weaker lender flexibility in credit documentation. Recently relaxed regulatory limits on leverage are an evolving sector headwind, which could contribute to increased risk profiles for individual BDCs. The equalization of the secured and unsecured debt ratings with the Long-Term IDR reflects solid collateral coverage for all classes of debt given that BKCC is subject to a 150% regulatory asset coverage limitation. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade include an inability for BKCC to maintain its cushion to covenants at a level viewed as sufficient to account for incremental valuation volatility and/or credit deterioration in the portfolio over the medium term, a sustained decline in the company's asset coverage cushion to below 5.5%, a material increase in leverage without a commensurate decline in the portfolio risk profile, material asset quality deterioration in investments originated by the current management team, incremental outsized realized losses in the legacy portfolio, and/or an inability to improve operating performance and dividend coverage for a sustained period. Longer term, should BKCC fail to maintain economic access to the unsecured funding markets, ratings could also be pressured. Fitch believes BKCC's asset quality issues, planned increase in leverage in the longer term, and the challenging economic backdrop that has resulted from the coronavirus pandemic limit the likelihood of upward rating momentum over the medium-term. However, factors that could, individually or collectively, lead to positive rating action/upgrade longer term include strong credit performance of recent underwriting vintages, continued economic access to unsecured funding, and BKCC's ability to continue to leverage its relationship with the broader BlackRock platform (including TCPC) to benefit its competitive positioning in the market. Positive rating momentum would also be contingent upon BKCC's ability to exit its remaining legacy non-accrual and equity investments and reduce exposure to other legacy investments without incurring material additional realized and/or unrealized portfolio losses; to maintain leverage at a level commensurate with the portfolio risk profile; to demonstrate increasingly consistent operating performance and sustained NII coverage of the dividend of over 100%; and to maintain sufficient liquidity. The secured and unsecured debt ratings are primarily linked to the Long-Term IDR and are expected to move in tandem. However, a sustained reduction in unsecured debt as a proportion of total debt could result in the unsecured debt rating being notched down from the IDR. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS BlackRock Capital Investment Corporation has an ESG Relevance Score of 4 for Management Strategy due to the execution risk associated with the portfolio rotation out of legacy underperforming investments and the redeployment of proceeds into yielding senior debt investments, which is relevant to the rating in conjunction with other factors. Except for the matters discussed above, the highest level of ESG credit relevance, if present, is a score of 3 - 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). BLUE RIBBON: Bank Debt Trades at 16% Discount --------------------------------------------- Participations in a syndicated loan under which Blue Ribbon LLC is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $495.0 million facility is a term loan. The loan is scheduled to mature on November 13, 2021. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. BLUE RIDGE SITE: July 16 Plan Confirmation Hearing Set ------------------------------------------------------ On May 13, 2020, Blue Ridge Site Development Corporation of NC filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, an Amended Disclosure Statement and Amended Plan. On May 14, 2020, Judge Stephani W. Humrickhouse conditionally approved the Disclosure Statement and established these dates and deadlines: * July 7, 2020, is fixed as the last day for filing and serving written objections to the disclosure statement. * July 16, 2020, at 10:30 AM in Room 208, 300 Fayetteville Street, Raleigh, NC 27601 is the hearing on confirmation of the plan. * July 7, 2020, is fixed as the last day for filing written acceptances or rejections of the plan. * July 7, 2020, is fixed as the last day for filing and serving written objections to confirmation of the plan. A copy of the order dated May 14, 2020, is available at https://tinyurl.com/ydbhfqnn from PacerMonitor at no charge. About Blue Ridge Site Blue Ridge Site Development Corporation of NC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.19-04528) on Oct. 1, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,001 and $1 million and liabilities of the same range. Judge Stephani W. Humrickhouse oversees the case. The Debtor is represented by Danny Bradford, Esq., at Paul D. Bradford, PLLC. BMC ACQUISITION: Bank Debt Trades at 26% Discount ------------------------------------------------- Participations in a syndicated loan under which BMC Acquisition Inc is a borrower were trading in the secondary market around 74 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $230.0 million facility is a term loan. The loan is scheduled to mature on December 28, 2024. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. BRITTMOORE SS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Brittmoore SS Investment, LLC 1100 NASA Parkway, Suite 685 Houston, TX 77058 Business Description: Brittmoore SS Investment, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 1050 Brittmoore Rd., Houston, TX 77043. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-32901 Judge: Hon. Christopher M. Lopez Debtor's Counsel: Christopher Adams, Esq. OKIN ADAMS LLP 1113 Vine St., Suite 240 Houston, TX 77002 Tel: (713) 228-4100 Email: info@okinadams.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Stefan Knieling, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor at: https://is.gd/R1TsLE BUENA VISTA: Moody's Cuts CFR to Caa3 & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service downgraded Buena Vista Gaming Authority's Corporate Family Rating to Caa3 from Caa2. The company's Probability of Default Rating was downgraded to Caa3-PD and its senior secured notes were downgraded to Caa3. The rating outlook is negative. This concludes the review for downgrade initiated on March 25, 2020. The downgrade considers that without additional equity in the form of cash or a rapid return to positive free cash flow, Buena Vista will not likely be able to meet the next $13 million semi-annual interest payment that is due on its 13% senior secured notes in October without entirely absorbing the company's remaining liquidity. Buena Vista was able to make the $13 million April semi-annual interest payment on its 13% senior secured notes that was due in April. However, given the company's limited liquidity and expected ramp-up challenges once the casino is allowed to re-open, Moody's expects it will be difficult for Buena Vista to meet the October $13 million semi-annual interest payment. The Harrah's NorCal facility was originally opened in April 2019 and closed in mid-March 2020 as part of coronavirus containment efforts. The company currently expects its casino to open on June 1. After making the $13 million semi-annual interest payment, Buena Vista had $18.7 million of unrestricted cash. Pro forma for the continued closure of the casino and assuming a $3 million per monthly cash burn rate for April and May, receipt of a $4.3 million Paycheck Protection Program loan, and a cage cash requirement of about $4.5 million, unrestricted cash is $12.5 million. Once the casino opens, Moody's expects Buena Vista will be able to generate some cash flow. However, the level of that cash flow given the partial nature of the opening and the social restrictions that go along with it is highly uncertain and in Moody's opinion, not likely to be enough to both meet the interest payment and maintain a minimum amount of operating liquidity. Other than balance sheet cash and cash flow from operations, Buena Vista does not any other sources of liquidity. As a result, without additional equity in the form of cash, Moody's does not believe Buena Vista's debt capital structure is sustainable in its current form and that a restructuring involving some impairment to lenders is likely Downgrades: Issuer: Buena Vista Gaming Authority 123456789012345678901234567890123456789012345678901234567890123456 Probability of Default Rating, Downgraded to Caa3-PD from Caa2-PD, Previously on review for Downgrade Corporate Family Rating, Downgraded to Caa3 from Caa2, Previously on review for Downgrade Senior Secured Regular Bond/Debenture, Downgraded to Caa3 (LGD4) from Caa2 (LGD4), Previously on review for Downgrade Outlook Actions: Issuer: Buena Vista Gaming Authority Outlook, Changed to Negative from Rating Under Review RATINGS RATIONALE Buena Vista's Caa3 CFR reflects the meaningful earnings decline over the next few quarters expected from efforts to contain the coronavirus and the potential for a slow recovery once properties reopen. Buena Vista opened in April 2019 following construction completion and is still in what Moody's considers the ramp-up phase. Prior to the temporary closing of Harrah's NorCal, the facility had been generating EBITDA, albeit substantially less than initially forecasted. As a result, the senior secured notes are already very high at more than 10x EBITDA based on the level of earnings for the 12 months ended March 2020. The company is subject to the risks associated with its single asset profile, limited operating history, significant debt burden, and highly competitive market environment. Partly mitigating the credit concerns mentioned above is that Harrah's NorCal Casino is managed by Caesars and part of its highly popular and valuable Total Rewards loyalty program and database of potential customers. The negative outlook considers that given the current economic circumstances, Buena Vista's internal cash generation will not be enough to satisfy long-term operating expenses, scheduled debt service, and maintenance level capital expenditures. The negative outlook also reflects the potential for a deterioration in recovery value for the notes if the visitation ramps up after the casino reopens is weak. While the company does not have any financial maintenance covenants under the senior notes, Buena Vista does not have a revolver as a source of external liquidity or alternate sources of liquidity in terms of selling off discrete assets to raise additional cash. As a result, Moody's believes that absent an equity-based infusion of cash, there will be an impairment to creditors. 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 gaming sector is one of the sectors most significantly affected by the shock given the non-essential nature of casino gaming and the sector's historically high sensitivity to consumer demand and sentiment. More specifically, Buena Vista's continued exposure to travel disruptions and discretionary consumer spending have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions makes it 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. Its action reflects the impact on Buena Vista from the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if Moody's anticipates that Buena Vista's earnings or liquidity deterioration will be deeper or more prolonged because of actions to contain the spread of the virus or reductions in discretionary consumer spending. The ratings could also be downgraded if expected recovery values weaken. A ratings upgrade is unlikely because of the current operating pressure and weak liquidity. An upgrade would require a meaningful ramp up in visitation and revenue at Harrah's NorCal Casino upon reopening, a leverage reduction, and a clear path to positive free cash flow and improved liquidity. Buena Vista Gaming Authority is an unincorporated governmental instrumentality of the Buena Vista Rancheria of Me-Wuk Indians, a federally recognized Tribe. The Authority was created by tribal law on July 15, 2009, to own, develop and operate the gaming and related businesses of the Tribe. The Authority owns the Harrah's NorCal, a Class III gaming facility that originally opened in April 2019 near Ione, California in Amador County, about 45 miles southeast of Sacramento, California. The principal methodology used in these ratings was Gaming Industry published in December 2017. BUHLER-FREEMAN: Metropolitan Seeks 18% Interest on Claims --------------------------------------------------------- The Metropolitan Trustee of the Metropolitan Government of Nashville and Davidson County objects to the Chapter 11 Disclosure Statement of debtor Buhler-Freeman Management LLC. The Metropolitan Government asserts that it is entitled to 18% interest on its secured tax claim pursuant to Tennessee Public Chapter No. 299, Section 67-5-2010(a), effective July 1, 2017, T.C.A. Therefore, the Metropolitan Government objects to the Debtor's Disclosure Statement, as it does not provide for 18% interest per annum on its claim. The Metropolitan Government requests that it be treated as a secured creditor with 18% interest per annum on its real property tax claim, beginning on the approval date of Debtor's Disclosure Statement, April 28, 2020, until the claim is paid in full. Unless the tax debt is paid at 100% with interest, Metro’s tax claim will not be considered satisfied. A full-text copy of the Metropolitan Trustee's objection dated May 14, 2020, is available at https://tinyurl.com/y9f5vknp from PacerMonitor at no charge. The Metropolitan Trustee's attorneys Justin Thomas Marsh R. Alex Dickerson Assistant Metropolitan Attorneys 108 Metropolitan Courthouse P.O. Box 196300 Nashville, TN 37219-6300 Tel: (615) 862-6341 E-mail: justin.marsh@nashville.gov About Buhler-Freeman Management Buhler-Freeman Management, LLC, owns in fee simple a real property located at 2739 Old Elm Hill Pike, Nashville, Tenn., valued at$1.30 million. It first sought bankruptcy protection (Bankr. M.D. Tenn. Case No.13-09260) on Oct. 24, 2013. Buhler-Freeman Management again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 19-07025) on Oct. 29, 2019. At the time of the filing, the Debtor disclosed $1.3 million in assets and $775,000 in liabilities. The case is assigned to Judge Charles M. Walker. The Debtor tapped Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, as its legal counsel. CHECKOUT HOLDING: Bank Debt Trades at 78% Discount -------------------------------------------------- Participations in a syndicated loan under which Checkout Holding Corp is a borrower were trading in the secondary market around 23 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 39 cents-on-the-dollar for the week ended May 22, 2020. The $150.0 million facility is a PIK term loan. The loan is scheduled to mature on August 15, 2023. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. CHEETAH RENTALS: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: Cheetah Rentals LLC 5301 Santa Maria Ave. Truck Stop Laredo, TX 78041 Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-50061 Judge: Hon. David R. Jones Debtor's Counsel: Clint W. Chase, Esq. LAW OFFICE OF CLINT W. CHASE 11811 North Freeway Suite 700 Houston, TX 77060 Tel: (281) 536-7055 E-mail: cchase71@msn.com Total Assets: $100,236 Total Liabilities: $1,500,000 The Debtor listed Gateway Truck Terminal 1 as its sole unsecured creditor holding a claim of $1.5 million. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/WwzrUG CHRISTOPHER G. COMBS: June 22 Plan & Disclosure Hearing Set ----------------------------------------------------------- On May 12, 2020, Christopher G. Combs Enterprise, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Disclosure Statement with respect to a Plan. On May 14, 2020, Judge Jerry A. Funk conditionally approved the Disclosure Statement and established the following dates and deadlines: * Creditors and other parties-in-interest will file with the court their written ballots accepting or rejecting the Plan no later than 14 days before the date of the Confirmation Hearing. * The plan of reorganization, the disclosure statement and a ballot for accepting or rejecting the plan, and the order conditionally approving the disclosure statement will be mailed by the attorney for the proponent of the plan. * June 22, 2020, at 2:30 p.m. in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. * Any objections to Disclosure or Confirmation shall be filed and served seven days before the disclosure and confirmation hearing date. A copy of the order dated May 14, 2020, is available at https://tinyurl.com/yd2vmobp from PacerMonitor at no charge. About Christopher G. Combs Enterprise Christopher G. Combs Enterprise filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04717) on Dec. 12, 2019, and is represented by Jason A. Burgess, Esq. at The Law Offices of Jason A. Burgess, LLC. The Debtor reported under $1 million in both assets and liabilities. COLOUROZ INVESTMENT: Bank Debt Trades at 43% Discount ----------------------------------------------------- Participations in a syndicated loan under which ColourOZ Investment 2 LLC is a borrower were trading in the secondary market around 57 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 63 cents-on-the-dollar for the week ended May 22, 2020. The $205.0 million facility is a term loan. The loan is scheduled to mature on September 7, 2022. As of May 29, 2020, $120.8 million of the loan remains outstanding. The Company's country of domicile is United States. CONFIE SEGUROS: Bank Debt Trades at 36% Discount ------------------------------------------------ Participations in a syndicated loan under which Confie Seguros Holding II Co is a borrower were trading in the secondary market around 64 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 83 cents-on-the-dollar for the week ended May 22, 2020. The $220.0 million facility is a term loan. The loan is scheduled to mature on November 2, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. CORAL POINTE: Unsecureds to Be Paid in Installments for 36 Months ----------------------------------------------------------------- Coral Pointe 604, LLC, filed the Second Amended Disclosure Statement describing its Plan of Reorganization dated May 14, 2020. The Class 3 secured claim of U.S. Bank National Association will be paid $264,128 ($257,000.00 plus $7,128 postpetition preconfirmation escrow advances) to be paid over 30 years at 4.25%. The monthly principal and interest payment beginning June 1, 2020, will be $1,299. Class 4 General Unsecured Creditors, which are impaired, will be paid $9,000, to be paid in equal monthly installments for 36 months at $250 per month. A full-text copy of the Second Amended Disclosure Statement dated May 14, 2020, is available at https://tinyurl.com/yap8v4jv from PacerMonitor.com at no charge. About Coral Pointe 604 Coral Pointe 604, LLC, owns a condo unit at Coral Pointe, at 1690 SW 27 Ae. Unit 604, Miami, Florida, rented for $1,600 per month and valued at $175,000. Based in Miami Beach, Florida, Coral Pointe 604, LLC, filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (S.D.Fla. Case No. 18-23013) on Oct. 19, 2018, estimating less than $1 million in assets and liabilities. Joel M. Aresty, Esq., serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Debtor's case. COTY INC: Bank Debt Trades at 16% Discount ------------------------------------------ Participations in a syndicated loan under which Coty Inc is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $1.0 billion facility is a term loan. The loan is scheduled to mature on April 5, 2023. As of May 29, 2020, $912.5 million of the loan remains outstanding. The Company's country of domicile is United States. CREATIVE HAIRDRESSERS: Offit Kurman Represents Simon, 11 Others --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Offit Kurman, P.A. submitted a verified statement that it is representing Simon Property Group, Inc. and affiliates, Ashburn Village Center LLC, Beacon Center LLC, Burtonsville Center LLC, The Glen Center LLC, Saul Holdings Limited Partnership, Kentlands Square LLC, Leesburg Pike Center LLC, Saul Monocacy, LLC Seven Corners Center LLC, Parcel C Properties, LLC, and salesforce.com, Inc. in the Chapter 11 cases of Creative Hairdressers, Inc., et al. As of May 21, 2020, the name and contact address for each creditor and their disclosable economic interests are: Simon Property Group, Inc. and its Affiliates Attn: Ronald M. Tucker, Esq. 225 W. Washington Street Indianapolis, IN 46204 Tel: 317-263-2346 Email: rtucker@simon.com Economic Interests: Claims as landlord under multiple non-residential real property leases with Debtors Creative Hairdressers, Inc. or Bubbles, Inc., as applicable, as more fully set forth in Dkt. No. 301, which is hereby incorporated by reference. Ashburn Village Center LLC Beacon Center LLC Burtonsville Center LLC The Glen Center LLC Saul Holdings Limited Partnership Kentlands Square LLC Leesburg Pike Center LLC Saul Monocacy, LLC and Seven Corners Center LLC c/o Karen Walsh, Vice President, Collections Manager 7501 Wisconsin Avenue, Suite 1500E Bethesda, MD 20814 Economic Interests: Claims as landlord under multiple non-residential real property leases with Debtor Creative Hairdressers, Inc. Parcel C Property, LLC 10101 Twin Rivers Road Columbia, MD 21044 Economic Interests: Claims as landlord under non-residential real property lease with Debtor Creative Hairdressers, Inc., as more fully set forth in Dkt. No. 344, which is hereby incorporated by reference. salesforce.com, Inc. c/o Thomas N. Gaa, Esq. Bialson, Bergen & Schwab 633 Menlo Avenue, Suite 100 Menlo Park, California 94025 Email: tgaa@bbslaw.com Economic Interests: Claims under certain Master Subscription Agreements and related order forms to provide on-demand customer service management and software application services to Debtor Ratner Companies, L.C, as more fully set forth in Dkt. No. 347, which is hereby incorporated by reference. Counsel for Simon Property Group, Inc., and affiliates, et al. can be reached at: Joyce A. Kuhns, Esq. Offit Kurman, P.A. 300 East Lombard Street, Suite 2010 Baltimore, MD 2010 Tel: (410) 209-6463 E-mail: jkuhns@offitkurman.com Stephen A. Metz, Esq. Offit Kurman, P.A. 4800 Montgomery Lane, 9th Floor Bethesda, MD 20814 Tel: (240) 507-1723 E-mail: smetz@offitkurman.com - and - James M. Hoffman, Esq. 4800 Montgomery Lane, Suite 900 Bethesda, MD 20814 Tel: (240) 507-1710 E-mail: jhoffman@offitkurman.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/dzYrga and https://is.gd/owL9jb About Creative Hairdressers Creative Hairdressers, Inc. -- http://www.ratnerco.com/-- operates over 750 salons nationwide under the trade names Hair Cuttery, BUBBLES, and Salon Cielo. The company began in 1974 to create a quality whole-family salon where stylists could make a good living. Today, the family of salons continues to share this commitment with a transparent, people-first culture that offers the best career trajectory in the industry for salon professionals, field leaders and corporate employees. Creative Hairdressers and Ratner Companies, L.C., sought Chapter 11 protection (Bankr. D. Md. Case No. 20-14583 and 20-14584) on April 23, 2020. Creative Hairdressers was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Creative Hairdressers is represented by Shapiro Sher Guinot & Sandler. Carl Marks Advisors is acting as strategic financial advisor to assist the Company in the process. A&G Realty Partners is the real estate advisor. Epiq Bankruptcy Solutions is the claims agent. HC Salon Holdings, Inc., is represented by DLA Piper LLP (US). DEFOOR CENTRE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Defoor Centre, LLC d/b/a Defoor Centre Hospitality, LLC 1710 Defoor Avenue NW Atlanta, GA 30318 Business Description: Defoor Centre, LLC owns a real property located at 1710 Defoor Avenue NW, Atlanta, Georgia 30318 known as The Defoor Center (www.defoorcentre.com). The property is an events venue ideal for private weddings, mitzvahs, corporate meetings, and parties. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-04273 Debtor's Counsel: David S. Jennis, Esq. DAVID JENNIS, PA D/B/A JENNIS LAW FIRM 606 East Madison Street Tampa, FL 33602 Tel: (813) 229-2800 E-mail: ecf@JennisLaw.com Total Assets: $3,588,000 Total Liabilities: $3,349,560 The petition was signed by Deborah Eason, member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/DXvM8j DENTALCORP HEALTH: Bank Debt Trades at 17% Discount --------------------------------------------------- Participations in a syndicated loan under which Dentalcorp Health Services ULC is a borrower were trading in the secondary market around 83 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $627.0 million facility is a term loan. The loan is scheduled to mature on June 6, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is Canada. DEW TRUCKEN: Hires Long & Company as Accountant ----------------------------------------------- Dew Trucken, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Long & Company CPA's, LLC, The professional services Long & Company is to render are: a) prepare and file on behalf of the estate, any income tax returns due to the Federal Government, the State of Georgia, or any local taxing authority; b) prepare any periodic financial reports required by the rules of this Court; and c) perform all services on behalf of the debtor which are required from an accounting standpoint. The accountant's hourly rates are: Entry Level Staff $100 Senior Staff $125 Supervising Staff $175 Managers $190 Partners $250 Long & Company is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The accountant can be reached through: Roy Long, CPA Long & Company CPA's, LLC 1215 East Jackson Street Thomasville, GA 31792 Email: roy@longcocpas.com About Dew Trucken, LLC Dew Trucken, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 20-10341) on March 24, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Shelba D. Sellers, Esq., at Sellers & Mitchell, P.C. DFW WINGS: June 17 Plan & Disclosure Hearing Set ------------------------------------------------ On May 12, 2020, DFW Wings, Inc., d/b/a Buffalo Wings & Rings, filed with the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, a Combined Plan and Disclosure Statement. On May 14, 2020, Judge Edward L. Morris conditionally approved the Disclosure Statement and established the following dates and deadlines: * June 17, 2020, at 1:30 p.m. before the Honorable Edward L. Morris, United States Bankruptcy Judge, in Courtroom 204, U.S. Courthouse, 501 W. 10th Street, Fort Worth, Texas is fixed for hearing on final approval of Debtor's Disclosure statement and for hearing on confirmation of Debtor’s Plan. * June 12, 2020, is fixed as the last to file any objection to Debtor’s Disclosure Statement. * June 12, 2020, is fixed as the last to file any objection to confirmation of Debtor’s Plan. * June 12, 2020, is fixed as the last to file written acceptances or rejections of Debtor’s Plan. A copy of the order dated May 14, 2020, is available at https://tinyurl.com/y8ej8fq6 from PacerMonitor at no charge. The Debtor is represented by: The Vida Law Firm, PLLC Behrooz P. Vida 3000 Central Drive Bedford, Texas 76021 Facsimile (817) 358-9988 E-mail: behrooz@vidalawfirm.com About DFW Wings DFW Wings, Inc., doing business as Buffalo Wings & Rings, owns and operates a chicken wings restaurant in Arlington, Texas. DFW Wings sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-43264) on Aug. 7, 2019. In the petition signed by William Melton, president, the Debtor disclosed total assets of $175,675, and total liabilities of $1,706,732. The Hon. Edward L. Morris is the case judge. Behrooz P. Vida, Esq., of THE VIDA LAW FIRM, PLLC, is the Debtor's attorney. DIAMOND OFFSHORE: Hires Alvarez & Marsal as Financial Advisor ------------------------------------------------------------- Diamond Offshore Drilling, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas, to hire Alvarez & Marsal North America, LLC, as their financial advisors. Services Alvarez & Marsal will render are: (a) assistance in evaluation of the Debtors' current business plan and in preparation of a revised operating plan and cash flow forecast, and presentation of such plan and forecast to the Debtor's Board of Directors and its creditors; (b) assistance in the development and management of a 13-week cash flow forecast; (c) assistance in identification of cost reduction and operations improvement opportunities; (d) assistance in financing issues including assistance in preparation of reports and liaison with creditors; (e) assistance in executive compensation and benefits services, including the development of compensation strategies; (f) assistance evaluating the Debtors' intercompany account balances; and (g) assistance in other activities as are approved by the Debtors and agreed to by Alvarez & Marsal. Alvarez & Marsal's customary hourly billing rates are: Restructuring Managing Director $900-1,150 Director $700-875 Analysts/Associate $400-675 Case Management: Managing Directors $850-1,000 Directors $675-825 Analysts/Consultants $400-625 Nicholas Grossi, managing director with Alvarez & Marsal, assures the court that his firm does not have an interest materially adverse to the interest of the estate, and is "disinterested" under 11 U.S.C. Sec. 101(14). The firm can be reached through: Nicholas Grossi 540 West Madison Street, Suite 1800 Chicago, IL, 60661 Tel: +1 312 601 4220 Fax: +1 312 332 4599 About Diamond Offshore Drilling Diamond Offshore Drilling, Inc., provides contract drilling services to the energy industry worldwide. The company operates a fleet of 15 offshore drilling rigs, including 4 drillships and 11 semisubmersible rigs. It serves independent oil and gas companies, and government-owned oil companies. The company was founded in 1953 and is headquartered in Houston, Texas. Diamond Offshore Drilling, Inc. is a subsidiary of Loews Corporation. Diamond Offshore Drilling, Inc., along with its affiliates, filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32307) on April 26, 2020. The petitions were signed by David L. Roland, senior vice president, general counsel, and secretary. As of Dec. 31, 2019, the Debtors estimated $5,834,044,000 in total assets and $2,601,834,000 in total liabilities. The case is assigned to Judge David R. Jones. Genevieve M. Graham, Esq. at PORTER HEDGES LLP represents the Debtor as counsel. DIAMOND OFFSHORE: Seeks to Hire Lazard Freres as Investment Banker ------------------------------------------------------------------ Diamond Offshore Drilling, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas, to hire Lazard Freres & Co. LLC as their investment banker. The Debtors require Lazard Freres to: a) review and analyze the Debtors' business, operations, and financial projections; b) evaluate the Debtors' potential debt capacity in light of their projected cash flows; c) assist in the determination of an optimal capital structure for the Debtors; d) assist in the determination of a range of values for the Debtors on a going-concern basis; e) assist in analyze potential liability management transactions or other capital structure alternatives, including any Sale Transaction, Restructuring, and/or Financing, among others; f) advise the Debtors on tactics and strategies for negotiating with their creditors, equityholders, and other stakeholders with respect to any Transaction; g) render financial advice to the Debtors and participating in meetings or negotiations with the Debtors' creditors, equityholders, and other stakeholders, and/or rating agencies, or other appropriate parties in connection with any Transaction; h) advise the Debtors on the timing, nature, and terms of new securities, other consideration, or other inducements to be offered pursuant to any Transaction; i) advise and assist the Debtors in evaluate any potential Financing transaction by the Debtors, and, subject to Lazard's agreement so to act and, if requested by Lazard, the execution of appropriate agreements, on behalf of the Debtors, contacting potential sources of capital as the Debtors may designate and assist the Debtors in implementing such Financing; j) assist the Debtors in identifying and evaluate candidates for any potential Sale Transaction, advise the Debtors in connection with negotiations and aiding in the consummation of any Sale Transaction; k) assist the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with any Transaction; l) attend meetings of Diamond Offshore Drilling, Inc.'s board of directors with respect to matters on which Lazard has been engaged to advise under the Engagement Letter; m) provide testimony, as necessary, with respect to matters on which Lazard has been engaged to advise under the Engagement Letter in any proceeding before the Bankruptcy Court; and n) provide the Debtors with other financial advice related to the foregoing. The Debtors will compensate Lazard as follows: a) Monthly Fee: A monthly fee of $165,000 (Monthly Fee), payable on the first day of each month beginning April 1, 2020 and thereafter until the earlier of the consummation of a Restructuring or the expiration or termination of Lazard's engagement pursuant to section 11 of the Engagement Letter. 50% of all Monthly Fees paid in respect of any months following the sixth month of Lazard's engagement (counting from and including April 2020) shall be credited (without duplication) against any Restructuring Fee, Sale Transaction Fee, Partial Company Sale Transaction Fee or Financing Fee payable; provided that such credit shall only apply to the extent that such Restructuring Fees, Sales Transaction Fees, or Financing Fees are approved in entirety by the Bankruptcy Court, if applicable. b) Restructuring Fee: A fee equal to $11,000,000, payable upon the consummation of any Restructuring (Restructuring Fee). c) Financing Fee: A fee (Financing Fee) equal to the total gross proceeds provided for in any Financing (including all amounts committed but not drawn down under credit lines or other facilities) multiplied by (i) 1.0% with respect to any senior secured debt or government Financing, (ii) 2.0% with respect to any junior secured or unsecured debt or government Financing, or (iii) 3.0% with respect to any other Financing. Each Financing Fee shall be payable upon the earlier of the signing of a commitment letter with respect to such Financing or the signing of definitive documentation with respect to such Financing. 50% of any Financing Fee(s) paid shall be credited (without duplication) against any Restructuring Fee subsequently payable. d) Sale Transaction Fee: A fee (Sale Transaction Fee) payable if, whether in connection with the consummation of a Restructuring or otherwise, the Company consummates a Sale Transaction incorporating all or a majority of the assets or all or a majority or controlling interest in the equity securities of the Company, equal to the greater of (i) the fee calculated as set forth in Schedule I attached to the Engagement Letter based on the Aggregate Consideration of such Sale Transaction and (ii) $11,000,000. e) Partial Company Sale Transaction Fee: A fee (Partial Company Sale Transaction Fee) payable upon the consummation of any and each Sale Transaction not covered by subparagraph 16(d) above, whether in connection with the consummation of a Restructuring or otherwise, equal to the greater of (i) the fee calculated as set forth in Schedule I attached to the Engagement Letter based on the Aggregate Consideration of such Sale Transaction and (ii) $1,000,000. 50% of any Partial Company Sale Transaction Fee paid shall be credited (without duplication) against any Sale Transaction Fee subsequently payable or any Restructuring Fee; provided that any sale of de minimis assets or of a single asset without material assistance from Lazard shall not trigger a Partial Company Sale Transaction Fee. f) For the avoidance of doubt, (i) fees may be payable pursuant to all of subparagraphs 16(a) through (e) above and (ii) more than one fee may bepayable pursuant to each of subparagraphs 16(a), 16(c), and 16(e) above; provided, that to the extent a Transaction qualifies as both a Restructuring and a Sale Transaction pursuant to subparagraph 16(d) above, Lazard shall only be entitled to the higher of the Restructuring Fee and the Sale Transaction Fee payable on such Transaction (and not both). g) Expenses: In addition to any fees that may be payable to Lazard, and regardless of whether any Transaction occurs, the Debtors shall promptly reimburse Lazard for all reasonable expenses incurred by Lazard (including travel and lodging, data processing and communications charges, courier services and other expenditures) and, subject to the advance consent of the Debtors (which will not be unreasonably withheld, conditioned or delayed), the reasonable fees and expenses of counsel, if any, retained by Lazard. h) Aggregate Cap: Notwithstanding anything to the contrary, the aggregate amount of all Restructuring Fees, Financing Fees, Sale Transaction Fees, or Partial Company Sale Transaction Fees payable under the Engagement Letter shall not exceed $13,500,000 minus the amount of any crediting of Monthly Fees pursuant to subparagraph 16(a) above. David Kurtz, global head of restructuring at Lazard, attests that his firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and as required by section 327(a) of the Bankruptcy Code. Lazard can be reached through: David Kurtz 30 Rockefeller Plaza New York, NY 10112 Phone: 1-212-632-6000 About Diamond Offshore Drilling Diamond Offshore Drilling, Inc., provides contract drilling services to the energy industry worldwide. The company operates a fleet of 15 offshore drilling rigs, including 4 drillships and 11 semisubmersible rigs. It serves independent oil and gas companies, and government-owned oil companies. The company was founded in 1953 and is headquartered in Houston, Texas. Diamond Offshore Drilling, Inc. is a subsidiary of Loews Corporation. Diamond Offshore Drilling, Inc., along with its affiliates, filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32307) on April 26, 2020. The petitions were signed by David L. Roland, senior vice president, general counsel, and secretary. As of Dec. 31, 2019, the Debtors estimated $5,834,044,000 in total assets and $2,601,834,000 in total liabilities. The case is assigned to Judge David R. Jones. Genevieve M. Graham, Esq. at PORTER HEDGES LLP represents the Debtor as counsel. DIGITAL ROOM: Bank Debt Trades at 26% Discount ---------------------------------------------- Participations in a syndicated loan under which Digital Room Holdings Inc is a borrower were trading in the secondary market around 74 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $280.0 million facility is a term loan. The loan is scheduled to mature on May 21, 2026. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. DIOCESE OF BUFFALO: Committee Taps Gleichenhaus as Co-Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Diocese of Buffalo, N.Y. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to retain Gleichenhaus, Marchese & Weishaar, PC, as its co-counsel. The Committee requires Gleichenhaus to: a. assist, advise, and represent the Committee in its consultations with the Debtor regarding the administration of this Case; b. assist, advise, and represent the Committee in analyze the Debtor's assets and liabilities, investigating the extent and validity of liens or other interests in the Debtor's property and participating in and review any proposed asset sales, any asset dispositions, financing arrangements, and cash collateral stipulations or proceedings; c. review and analyze all applications, motions, orders, statements of operations, and schedules filed with the Court by the Debtor or third parties, advising the Committee as to their propriety, and, after consultation with the Committee, taking appropriate action; d. prepare necessary applications, motions, answers, orders, reports, and other legal papers on behalf of the Committee; e. represent the Committee at hearings held before the Court and communicate with the Committee regarding the issues raised, as well as the decisions of the Court; f. perform all other legal services for the Committee which may be necessary and proper in this Case and any related proceeding(s); g. represent the Committee in connection with any litigation, disputes or other matters that may arise in connection with this Case or any related proceeding(s); h. assist, advise, and represent the Committee in any manner relevant to review and determining the Debtor's rights and obligations under leases and other executory contracts; i. assist, advise, and represent the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor, the Debtor's operations, and the desirability of the continuance of any portion of those operations, and any other matters relevant to this Case; j. assist, advise, and represent the Committee in their participation in the negotiation, formulation, and drafting of a plan of liquidation or reorganization; k. assist, advise, and represent the Committee on the issues concerning the appointment of a trustee or examiner under Code section 1104; l. assist, advise, and represent the Committee in understanding its powers and its duties under the Code and the Rules and in perform other services as are in the interests of those represented by the Committee; m. assist, advise, and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and n. provide such other services to the Committee as may be necessary in this Case or any related proceeding(s). Gleichenhaus will be paid at these rates: Scott J. Bogucki Partner $375/hour Michael A. Weishaar Partner $375/hour TBD Paralegal $140/hour Gleichenhaus is a "disinterested person" within the meaning of Code section 101(14), according to court filings. The firm can be reached through: Scott J. Bogucki 43 Court Street, Suite 930 Buffalo, NY 14202 Tel: 716/ 845-6446 Fax: 716/ 845-6475 Email: sbogucki@gmwlawyers.com About The Diocese of Buffalo The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics over eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent, maintaining the page https://case.stretto.com/dioceseofbuffalo/docket. ELEVATE TEXTILES: Bank Debt Trades at 39% Discount -------------------------------------------------- Participations in a syndicated loan under which Elevate Textiles Inc is a borrower were trading in the secondary market around 61 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 66 cents-on-the-dollar for the week ended May 22, 2020. The $585.0 million facility is a term loan. The loan is scheduled to mature on May 1, 2024. As of May 29, 2020, $559.4 million of the loan remains outstanding. The Company's country of domicile is United States. ELITE INFRASTRUCTURE: Seeks to Hire Eric A. Liepins as Counsel -------------------------------------------------------------- Elite Infrastructure, LLC, seeks authority from the US Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C., as counsel to the Debtor. Elite Infrastructure requires Eric A. Liepins to provide legal services and represent the Debtor in the Chapter 11 proceedings. Eric A. Liepins will be paid at these hourly rates: Attorneys $275 Paralegals $30 to $50 Eric A. Liepins received from the Debtor a retainer in the amount of $5,000, plus $1,717 filing fee. Eric A. Liepins will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric A. Liepins, a partner of Eric A. Liepins, P.C., 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. Eric A. Liepins can be reached at: Eric Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Elite Infrastructure, LLC Elite Infrastructure, LLC provides engineering, design, and construction of water treatment plants, midstream infrastructure and oil and gas facilities, offering comprehensive turnkey solutions and project management services. Based in Pacific Richardson, Texas, Elite Infrastructure, LLC, filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-31384) on May 8, 2020. In the petition signed by Eric Benavides, sole member, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. ELK PETROLEUM: Unsecureds to Get 75% of Liquidating Trust Proceeds ------------------------------------------------------------------ Elk Petroleum, Inc. (EPI) filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement in respect of Plan of Liquidation dated May 14, 2020. The EPI Plan effectuates a liquidation of the Debtor. Under the EPI Plan, all of the Debtor's assets will be transferred to a newly-created EPI Liquidating Trust. The EPI Plan incorporates the Global Settlement Agreement among the Debtor and each of its non-debtor subsidiaries, the AB Parties, Riverstone, BSP, and the Holders of Allowed EPI Preferred Interests, which was approved by the Bankruptcy Court pursuant to the Global Settlement Order. The EPI Plan incorporates and implements the provisions of the Global Settlement Agreement and the Global Settlement Order. The Global Settlement Agreement and the Global Settlement Order also provide a path for EPI to (i) address the Claims against it and the EPI outstanding Preferred Interests, (ii) liquidate its assets, including its interests in the Grieve Entities and Madden, and (iii) Distribute the net proceeds through the EPI Liquidating Trust in accordance with the Global Settlement Agreement and the Global Settlement Order. EPI is in discussions to resolve Madden and currently anticipates that funds will be available for the EPI estate from such resolution, but anticipates that such funds will not exceed $2,000,000. After resolution of all claims at Madden, the Debtor expects that any net proceeds will be distributed to EPI in accordance with applicable law. Accordingly, the Debtor believes that the primary source of recovery for Holders of Allowed Claims and Allowed EPI Preferred Interests will come from net proceeds, if any, from pursuit of the Causes of Action. EPI estimates that, as of the EPI Effective Date, there will be $2 million of administrative and priority claims, consisting entirely of Unpaid Chapter 11 Professional Fees and other unpaid fees and expenses of professionals incurred after the EPA Effective Date. EPI estimates that there are $60 million of general unsecured claims against EPI's estate. Each Holder of an Allowed Class 3 General Unsecured Claims will receive its Pro Rata share of the EPA Warrants and the GUC Liquidation Trust Distribution, as set forth in the EPI Plan and in accordance with the Global Settlement Agreement and the Global Settlement Order. Each Holder of an Allowed Class 3 General Unsecured Claim shall receive its Pro Rata share of the Class 3 Distribution which, in part, entitles the Holders of Allowed Claims in Class 3 to 75% of the proceeds from the liquidation of the EPI Liquidating Trust Assets. Holders of Class 7 Interests in EPI will receive no distributions under the EPI Plan, and on the EPI Effective Date, all Interests will be deemed cancelled. The source of all distributions and payments under the EPI Plan will be the Liquidating Trust Assets and the proceeds thereof, including, without limitation, the Debtor's Cash on hand proceeds from the sale or other disposition of the remaining property of the Debtor and its non-debtor subsidiaries and the prosecution of Causes of Action. A full-text copy of the Disclosure Statement dated May 14, 2020, is available at https://tinyurl.com/ybflwovq from PacerMonitor at no charge. Special Counsel for Elk Petroleum: CHIPMAN BROWN CICERO & COLE, LLP William E. Chipman, Jr. Mark L. Desgrosseilliers Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware 19801 Telephone: (302) 295-0191 Facsimile: (302) 295-0199 E-mail: chipman@chipmanbrown.com desgross@chipmanbrown.com About Elk Petroleum Elk Petroleum Inc. -- https://www.elkpet.com/ -- is an oil and gas company specializing in enhanced oil recovery (EOR). Elk Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11157) on May 22, 2019. At the time of the filing, Elk Petroleum estimated assets of between $1 million and $10 million and liabilities of less than $50,000. The petition was signed by Scott M. Pinsonnault, chief restructuring officer. The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC, as restructuring advisor; Seaport Global Securities LLC as investment banker; Opportune LLP as valuation analysis provider; and Bankruptcy Management Solutions, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of preferred equity security holders on June 19, 2019. The equity committee tapped Morris, Nichols, Arsht & Tunnell LLP as its legal counsel, and Teneo Capital Llc as its financial advisor and investment banker. No official committee of unsecured creditors has been appointed in the Debtors' cases. ENTRAVISION COMMUNICATIONS: S&P Cuts ICR to 'B'; Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Entravision Communications Corp. to 'B' from 'B+'. S&P expects Entravision's leverage to spike in 2020 and remain above 5x through 2021. The company's gross debt to average trailing-eight-quarters EBITDA was 4.3x as of March 31, 2020, but S&P expects declines in broadcast advertising revenue from economic weakness will more than offset higher political revenue in 2020 from the U.S. presidential election resulting in leverage spiking above 5x in 2020 and remaining above this level in 2021. While Entravision has announced temporary staff reductions and salary cuts, S&P believes this will likely be insufficient to offset the material decline in revenue. The company had a substantial cash balance of $128.2 million as of March 31, 2020, and will have sufficient liquidity to weather the downturn. However, that could deteriorate close to $100 million unless Entravision maintains its temporary operating expense and dividend cuts through 2020 and into 2021. Advertisers have already pulled back on spending. "We now forecast that U.S. real GDP will contract 5.2% in 2020, substantially more severe than our March forecast for a 1.3% decline. We believe the recession will reduce economic activity by roughly three times the decline reported during the Great Recession in one-third the time. Specifically, we expect declining consumer confidence and spending during the recession to reduce industrywide local core TV advertising, excluding political, 21.5% in 2020 and broadcast radio advertising revenue 23.5% in 2020," S&P said. "Given the shorter lead time for broadcast TV and radio advertising relative to other types of media, broadcasters started to feel the effects of the coronavirus' spread in March. We expect the steepest spending declines in the second and third quarters before modest improvement in the fourth. While the rate of the virus' spread and its potential peak is uncertain, we expect it to peak about midyear and be followed by a U-shaped recovery in the second half," the rating agency said. Entravision's TV segment accounts for the vast majority of its EBITDA and is more dependent on cyclical advertising than for its peers. The TV segment was the only positive contributor to EBITDA in 2019, with both Entravision's radio and digital segments generating negative EBITDA. The company has long-term network affiliation agreements with Univision for the exclusive right to broadcast Univision's primary network and Uni-Mas network programming. However, the retransmission revenue arrangement largely benefits Univision. Entravision receives an approximately mid-single-digit percent annual contractual increase even as industry retransmission revenue increases at twice that rate or more. Entravision's retransmission revenue as a percentage of total television revenue was 26% in 2019. This significantly lags its peers, which are all in the 30%-50% range, and leaves Entravision more exposed to the downturn in broadcast advertising. "The stable outlook reflects our expectation that the company will maintain a cash balance in excess of $100 million through the recession, which could help to offset declines in its broadcast businesses with debt repayment, if needed. It also reflects our expectation that a recovery in TV broadcast advertising and cost reductions will allow the company to return to positive FOCF in 2021," S&P said. S&P could lower the rating if: -- Declines in advertising are more severe than S&P expects or there is a delayed recovery, keeping Entravision's cash flow depressed in 2021 and beyond. This would result in its cash balance declining below $75 million and leverage remaining above 6x. -- Entravision uses its cash balance for shareholder rewards or acquisitions not immediately accretive to EBITDA. -- While unlikely at this time, S&P could raise the rating if all of the following occur: -- TV and radio core advertising recovers to more than 90% of 2019 levels. -- The company returns to positive organic total revenue growth. EBITDA margin increases and stabilizes above 20%. -- Alternatively, S&P could also raise the rating if the company uses cash to repay debt such that adjusted leverage decreases to less than 4x on a sustained basis. EPIC Y-GRADE: Moody's Rates $75MM Incremental Term Loan 'Caa2' -------------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to EPIC Y-Grade Services, LP's $75 million incremental term loan due 2024. The company's existing ratings, including its Caa2 Corporate Family Rating, and negative outlook are unchanged. Assignments: Issuer: EPIC Y-Grade Services, LP Senior Secured Bank Credit Facility, Assigned Caa2 (LGD4) RATINGS RATIONALE EPIC Y-Grade's $75 million incremental term loan due 2024 is rated Caa2, the same as the CFR. EPIC Y-Grade placed this term loan with certain of its equity owners to supplement liquidity (under the same credit agreement as the existing term loan due 2024). The incremental term loan carries an interest rate of L+1150 (or L+1350 if PIK which the company has the option to do for two years). The term loan ranks pari passu with the existing term loan due 2024 and Term Loan C due 2023. The company also has a $40 million super-priority revolver expiring in 2023 rated B1. Because of the small size of the revolver, the term loan comprises the preponderance of debt, resulting in the term loan being rated the same as the CFR. EPIC Y-Grade's Caa2 CFR continues to reflect weak liquidity, capital funding shortfalls and elevated leverage. The incremental term loan supports near-term cash needs but the company will need additional capital going into 2021. Cash equity contributions and reduced leverage would be important to credit quality. The negative outlook continues to reflect risks from capital funding shortfalls, weak liquidity and elevated leverage as well as the challenges to volume growth posed by the weak commodity price environment and reduced upstream capital spending. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to a downgrade include further weakening of liquidity or increasing risk of default. Factors that could lead to an upgrade include improved liquidity and significant growth in EBITDA and correspondingly lower leverage. The principal methodology used in this rating was Midstream Energy published in December 2018. EPIC Y-Grade is a privately-owned midstream energy company with NGL pipelines running from the Permian Basin to Corpus Christi. EPIC Y-Grade is majority owned by Ares Management with ownership stakes also held by Noble Midstream Partners and Salt Creek Midstream (an Ares portfolio company). EQUINOX HOLDINGS: Bank Debt Trades at 37% Discount -------------------------------------------------- Participations in a syndicated loan under which Equinox Holdings Inc is a borrower were trading in the secondary market around 63 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 68 cents-on-the-dollar for the week ended May 22, 2020. The $200.0 million facility is a term loan. The loan is scheduled to mature on March 8, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. ERC FINANCE: Bank Debt Trades at 16% Discount --------------------------------------------- Participations in a syndicated loan under which ERC Finance LLC is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $30.0 million facility is a delay-draw term loan. The loan is scheduled to mature on September 21, 2024. The Company's country of domicile is United States. EVCO HOMES: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: EVCO Homes, LLC 2327 Oak Run Parkway New Braunfels, TX 78132 Case No.: 20-51049 Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Western District of Texas Judge: Hon. Ronald B. King Debtor's Counsel: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. 745 E. Mulberry Ave., Suite 700 San Antonio, TX 78212 Tel: (210) 736-6600 E-mail: wrdavis@langleybanack.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Misha McCauley, managing member. The Debtor filed an empty list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/CuMkwZ FOURTH QUARTER: Case Summary & 12 Unsecured Creditors ----------------------------------------------------- Debtor: Fourth Quarter Properties XXXVIII, LLC 45 Ansley Drive Newnan, GA 30263 Business Description: Fourth Quarter Properties XXXVIII, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 45, 47 & 49 Ansley DriveNewnan, GA 30263. The Debtor previously sought bankruptcy protection on March 5, 2013 (Bankr. N.D. Ga. Case No. 13-10585). Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 20-10883 Debtor's Counsel: David L. Bury, Jr., Esq. STONE & BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: 478-750-9898 E-mail: dbury@stoneandbaxter.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Stanley E. Thomas, manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://is.gd/GFWl8K List of Debtor's 12 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Aaron's Home Tech Trade Debt $623 P.O. Box 278 Fayetteville, GA 30214 2. Benjamin Carl Owen Deed to Secure Unknown 1735 Cashtown Road Debt and Related Bremen, GA 30110 Loan Documents 3. Coweta County Trade Debt $56 Water & Sewerage Authority 545 Corinth Rd. Newnan, GA 30263 4. Fourth Quarter Properties Insider Loan $951,827 100, LLC 45 Ansley Drive Newnan, GA 30263 5. Georgia Power Trade Debt $0 96 Annex Atlanta, GA 30396-0001 6. Georgia Secretary of State Trade Debt $50 P.O. Box 23038 Columbus, GA 31902-3038 7. Hudland Holdings, LLC Deed to Secure Unknown 270 N. Jeff Davis. Dr. Debt and Related Fayetteville, GA 30214 Loan Documents 8. John D. Phillips Loan Payable $4,828,160 4230 Glen Devon Dr. Atlanta, GA 30327 9. Newnan-Coweta Trade Debt $2,026 County Airport Authority 22 East Broad Street Newnan, GA 30263 10. Setco Grading, LLC Trade Debt $9,600 50 Ansley Drive Newnan, GA 30263 11. True Natural Gas Trade Debt $0 P.O. Box 530812 Atlanta, GA 30353-0812 12. Waste Management Trade Debt $244 P.O. 4648 Carol Stream, IL 60197 FT. MYERS ALF: Seeks to Hire Bauch & Michaels as Counsel -------------------------------------------------------- Ft. Myers ALF, Inc. seeks authority from the United States Bankruptcy Court for the Northern District of Illinois to hire Bauch & Michaels, LLC d/b/a Lakelaw as its counsel. Ft. Myers ALF requires Lakelaw to: a. render legal advice with respect to the powers and duties of the Debtor to continue to operate its business and manage its property as debtor in possession; b. negotiate, prepare and file documents in connection with the sale of the Debtor's Property or the refinancing of claims; c. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is or becomes involved, and the evaluation and objection to claims filed against the estate; d. prepare, on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and papers in connection with the administration of the estate herein, and appear on behalf of the Debtor at all Court hearings in connection with the Debtor's case; and e. render legal advice and perform all other legal services in connection with the foregoing and in connection with this chapter 11 case. Lakelaw's hourly rates are: Paul M. Bauch $400 Carolina Y. Sales $240 Justin R. Storer 375 Kenneth A. Michaels Jr. $375 Partners/Attorneys $240 to $400 Associates $150 to $195 Paralegals $60 to $125 Paul M. Bauch, Esq. of Lakelaw assures the court that the firm does not hold or represent any interest adverse to the Debtor’s estate, is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul M. Bauch, Esq. Carolina Y. Sales, Esq. LAKELAW Bauch & Michaels, LLC 53 W. Jackson Boulevard, Suite 1115 Chicago, IL 60604 Tel: (312) 588-5000 Email: pbauch@lakelaw.com About Ft. Myers ALF, Inc. Chicago, Illinois-based Ft. Myers ALF, Inc., is engaged in activities related to real estate. Ft. Myers ALF sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 20-08952) on April 7, 2020. In the petition signed by Taher Kameli, president, the Debtor was estimated to have assets and liabilities of $1 million to $10 million. The Hon. Donald R. Cassling is the case judge. Paul M. Bauch, Esq., at LakeLaw, in Chicago, is the Debtor's counsel. GABRIEL INVESTMENT: Unsecureds to Get Payout After $5M to GIG ------------------------------------------------------------- The Official Committee of Unsecured Creditors filed a Joint Substantively Consolidating Chapter 11 Plan of Reorganization for the Debtors' estates of Gabriel Investment Group, Inc., Don's & Ben's, Inc., Gabriel Holdings, LLC, SA Discount Liquors, Inc. and Gabriel GP, Inc. The Chapter 11 cases were filed to prevent a complete loss of Debtors' assets due to a regulatory shut down of the Company's right to sell liquor from its failure to pay its alcohol suppliers. The Plan proposes to substantively consolidate all the Debtors' assets into the Gabriel Investment Group, Inc. (GIG) entity and then transfer the majority of these assets to Nooner Holding, Ltd. via a divisive merger. A divisive merger allows half of GIG to be transferred to Nooner along with the assets while the other half of GIG stays with the estate to effect a sale of GIG as a public entity. From its discussions with the Debtors, the Committee agrees that the Pubco Exemption would be worth a substantial amount of money (excess of $10,000,000) or very little. Nooner is concerned that if a large public company such as a Walmart is permitted to operate liquor stores, then its buying power will make it very difficult for smaller operators to compete. The Committee's plan in regard to the sale of the GIG entity is designed to give Nooner protection and leaving upside for the unsecured creditors. The Plan provides for the first $5 million from the sale of GIG to go to Nooner and then the next funds to be paid to a creditor's trust for the benefit of the unsecured creditors. To the extent the Debtors are not substantially consolidated prior to Confirmation, the Plan and Disclosure Statement shall constitute a motion to substantively consolidate Don's & Ben's, Inc., Gabriel Holdings, LLC, SA Discount Liquors, Inc. and Gabriel GP, Inc.'s assets and liabilities with Gabriel Investment Group, Inc., assets and liabilities for the purpose of distributions as plead. Class 5 Claims are General Unsecured Claims and claims arising out of the rejection of an executory contract. Liability for preserving and managing Trust Assets and distributing Trust Assets to Class 5 Claimants will be assigned to, assumed, and treated by the Trust and the Trust Agreement. Class 7 consists of Interests of the GIG Equity Holders. On the Effective Date, all shares, membership interests, partnership interests, warrants, and every other kind of potential security or equity interest in GIG shall be canceled and new shares shall be issued to the Trust. Class 8 consists of the interests of the Consolidated Debtors' Equity Holders. On the Effective Date, all shares, membership interests, partnership interests, warrants, and every other kind of potential security or equity interest in the Consolidated Debtors. The Trust shall make distributions to the Class 5 and 6 claimants, as provided by the Plan and the Trust Agreement. The Trust shall have a non-exclusive right to fund, file, prosecute and defend any TABC or other regulatory litigation related to fulfilling the Plan. The Trust will have the sole discretion to cease funding TABC or other regulatory litigation in the event the Trustee determines the litigation is not commercially feasible. Notwithstanding anything to the contrary, the Trust shall not be required to expend more than $50,000 of Trust funds in funding the TABC litigation. A full-text copy of the Disclosure Statement dated May 14, 2020, is available at https://tinyurl.com/ybb9y9wn from PacerMonitor at no charge. Attorney for the Committee: Ronald J. Smeberg Muller Smeberg, PLLC 111 W. Sunset Rd. San Antonio, Texas 78209 Tel: 210-664-5000 Fax: 210-598-7357 About Gabriel Investment Group Gabriel Investment Group, Inc., founded in 1948, operates a chain of package stores that sell wines, liquors, and beers. As of the petition date, Gabriel operates 15 package store locations as Gabriel's Liquor and 30 package store locations as Don's & Ben's Liquor. Gabriel Investment Group sought relief under Chapter 11 of the Bankruptcy Code (Bank. W.D. Tex. Lead Case No. 19-52298) on Sept. 27, 2019 in San Antonio Texas. The other debtor affiliates are: Don's & Ben's Inc. (Bankr. W.D. Tex. 19-52299); Gabriel Holdings, LLC (Bankr. W.D. Tex. 19-52300); SA Discount Liquors, Inc. (Bankr. W.D. Tex. 19-52301); and Gabriel GP, Inc. (Bankr. W.D. Tex. 19-52302). In the petitions signed by Inez Cindy Gabriel, president, the Debtors were estimated to have assets at $1 million to $10 million and liabilities within the same range. Judge Ronald B. King oversees the cases. The Debtors tapped Pulman Cappuccio & Pullen, LLP as legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 21, 2019. The committee is represented by Muller Smeberg, PLLC. GGI HOLDINGS: Seeks to Hire Dykema Gossett as Legal Counsel ----------------------------------------------------------- GGI Holdings, LLC and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Dykema Gossett PLLC as their legal counsel. GGI Holdings requires Dykema to: a. take all necessary actions to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors’ behalf, the defense of any action commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors’ estates; b. prepare on behalf of the Debtors all necessary motions, applications, plans, answers, orders, reports, and papers in connection with the administration and prosecution of these Cases; and c. perform all other necessary legal services on behalf of the Debtors in connection with the Cases. The normal regional hourly rates charged by the professionals assigned to this matter range from $330 - $500 per hour and are subject to periodic adjustments, and Dykema has agreed to cap partners' rates at $585 per hour. Primary attorneys within Dykema who will represent the Debtors, as well as their ordinary regional rates are: Aaron M. Kaufman, Member 500 Ariel J. Snyder, Associate 375 Danielle N. Rushing, Associate 330 Dykema is holding a small ($895) retainer, to be applied toward post-petition invoices Dykema is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Aaron M. Kaufman, Esq. Ariel J. Snyder, Esq. DYKEMA GOSSETT PLLC Comerica Bank Tower 1717 Main Street, Suite 4200 Dallas, TX 75201 Tel: (214) 462-6400 Fax: (214) 462-6401 Email: akaufman@dykema.com ansyder@dykema.com About GGI Holdings Founded in 1965, Gold's Gym operates a network of company-owned and franchised fitness centers. It owns and operates approximately 95 gyms domestically, and holds franchise agreements for more than 600 gyms domestically and internationally. Its majority owner is TRT Holdings, Inc. -- acquired the business in 2004. GGI Holdings, LLC, Gold's Gym International, Inc. and other related entities sought Chapter 11 protection (Bankr. 20-31318) on May 4, 2020. GGI Holdings was estimated to have assets and debt of $50 million to $100 million. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Dykema Gossett PLLC as bankruptcy counsel. BMC Group Inc. is the claims agent. GNIRBES INC: Seeks to Hire Pritchett Real Estate as Appraiser ------------------------------------------------------------- Gnirbes, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Robert M. Alexander of Pritchett Real Estate Group, Inc. Appraisal & Brokerage as its appraiser. Gnirbes requires Mr. Alexander to: (a) conduct appraisals of the Debtor's real property; (b) prepare appraisal reports for the Debtor's real property; (c) provide other appraisal services as required. Mr. Alexander assures the court that the firm is disinterested as required by 11 U.S.C. Sec. 327(a) The retention agreement attached proposed a fee of $2,000 for the services to be provided. Mr. Alexander can be reached at: Robert M. Alexander Pritchett Real Estate Group, Inc. Appraisal & Brokerage 2848 US Hwy 27 S Suite 117 Sebring, FL 33870 Phone: +1 863-449-0920 About Gnirbes Inc. Gnirbes Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-13992) on March 26, 2020. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Mindy A Mora oversees the case. The Debtor is represented by Kelley, Fulton & Kaplan, P.L. HAJ PETROLEUM: Seeks to Hire Apple Real Estate as Broker -------------------------------------------------------- Haj Petroleum, Inc. seeks authority from the United States Bankruptcy Court for the Northern District of Illinois to employ Apple Real Estate, Inc. as its real estate broker. The Debtor's primary asset consists of gas station and convenience store located at 96 N La Fox, South Elgin, IL 60177. The Debtor seeks to sell the Real Estate for the benefit of the bankruptcy estate. Apple Real Estate is to obtain the best estimate of value, to market the Real Estate most effectively, and to liquidate the property for the best and highest price. The Debtor proposes to pay a commission of one and a quarter percent (7%) of the gross sale price. Apple Real Estate is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The agent can be reached through: Khurram Qureshi APPLE REAL ESTATE INC 7848 N LINCOLN AVE Chicago, IL 60077 Office: (312) 476-0606 Mobile: (312) 476-0606 Email: APPLEHOMES@ATT.NET About Haj Petroleum, Inc. Haj Petroleum, Inc. owns and operates a gasoline station in South Elgin, IL. Haj Petroleum, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-05403) on Feb. 27, 2020. In the petition signed by Mazhar Khan, president, the Debtor estimated $46,740 in assets and $1,100,114 in liabilities. Richard N. Golding, Esq. at THE GOLDING LAW OFFICES, P.C. represents the Debtor as counsel. HALO BUYER: Bank Debt Trades at 16% Discount -------------------------------------------- Participations in a syndicated loan under which Halo Buyer Inc is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $260.0 million facility is a term loan. The loan is scheduled to mature on June 28, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. HELIX ACQUISITION: Moody's Lowers CFR to Caa1, Outlook Stable ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Helix Acquisition Holdings, Inc., including the Corporate Family Rating to Caa1 from B3, the Probability of Default Rating to Caa1-PD from B3-PD, the senior secured first-lien bank credit facilities to B3 from B2 and the senior secured second-lien term loan to Caa3 from Caa2. The outlook is stable. This action concludes the review for downgrade that was initiated on March 30, 2020. RATINGS RATIONALE The ratings, including the Caa1 CFR, reflect high financial leverage sustained after an aggressive pace of debt-funded acquisitions, with Moody's-adjusted debt/EBITDA likely to remain elevated above 8x over the next year amidst earnings headwinds from weakening industrial end-market fundamentals. These markets are facing recessionary pressures, heightened by the coronavirus pandemic, of which the timing and magnitude on the company's business and end markets remain uncertain. As well, MWI operates with modest scale in a fragmented and competitive landscape that exerts pricing pressure on margins, noting also the company has lost business from certain key customers over the past year. These factors, along with the cyclical nature of the company's markets, raise concerns about the sustainability of its capital structure and the potential need to restructure the debt. The ratings consider the company's end market diversification, including its expansion into more stable medical markets and into the aerospace markets, which have positive longer-term prospects. MWI also benefits from long term customer relationships, enhanced by customization of products that should support about mid-single digit range EBITA margins. Moody's expectation of adequate liquidity also supports the ratings. The adequate liquidity profile is based on expectations of modest positive free cash flow through at least calendar year 2020, aided primarily by working capital unwind and cost reduction measures undertaken to preserve cash in the face of weakening market conditions. Moody's also expects MWI to maintain sufficient availability under its $70 million revolving credit facility. The company should have $50 million available, pro forma for a pay down that occurred in May 2020 following a full draw on the revolver two months prior in anticipation of the coronavirus headwinds. There are also no near-term debt maturities. The stable outlook reflects expectations of adequate liquidity to temper the impact of meaningful downwards pressure on revenue and earnings into calendar 2021. In terms of corporate governance, event risk remains high for aggressive financial policies given private equity ownership and the company's acquisitive nature, which could further constrain the metrics if funded with debt. Moody's took the following actions on Helix Acquisition Holdings, Inc.: Corporate Family Rating, downgraded to Caa1 from B3 Probability of Default Rating, downgraded to Caa1-PD from B3-PD Senior Secured First-Lien Credit Facilities, downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured Second-Lien Term Loan, downgraded to Caa3 (LGD6) from Caa2 (LGD6) Outlook, changed to Stable from Ratings Under Review FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded with a deterioration in liquidity, including lower than expected or negative free cash flow generation, or increased reliance on revolver borrowings for internal needs. An inability to obtain credit on commercially viable terms would also drive lower ratings. Downward ratings pressure could also develop with a prolonged deterioration in performance with weaker than expected credit metrics. This includes a lack of demonstrated progress in reducing debt/EBITDA towards 7.5x or if EBITA/interest is sustained below 1x, all metrics including Moody's standard adjustments. Acquisitions or shareholder returns that increase leverage would also pressure the ratings. Upward ratings pressure is unlikely at least until business conditions improve along with general economic and industrial activity. The ratings could be upgraded should the company grow in scale while maintaining or improving margins and apply free cash flow towards debt reduction beyond required amortization. These factors would result in debt/EBITDA sustained below 6x and EBITA/interest above 1.5x. The company would also need to maintain good liquidity. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Helix Acquisition Holdings, Inc., through its principal holding operating subsidiary, MWI Holdings, Inc., based in Rosemont, Illinois, is a manufacturer and designer of engineered compression and other springs, fasteners, and precision components across diverse end-markets. American Securities LLC acquired the company for approximately $820 million in September 2017. Revenues approximated $424 million as of the last twelve months ended March 31, 2020. HOLOGENIX LLC: Seeks to Hire Levene Neale as Bankruptcy Counsel --------------------------------------------------------------- Hologenix, LLC, seeks authority from the United States Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Brill L.L.P. as its bankruptcy counsel. Hologenix requires Levene Neale to: a. advise the Debtor with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtor; b. advise the Debtor with regard to certain rights and remedies of its bankruptcy estate and the rights, claims and interests of creditors; c. represent the Debtor in any proceeding or hearing in the Bankruptcy Court involving its estate unless the Debtor is represented in such proceeding or hearing by other special counsel; d. conduct examinations of witnesses, claimants or adverse parties and representing the Debtor in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of Levene Neale's expertise or which is beyond Levene Neale's staffing capabilities; e. prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtor’s use, sale or lease of property outside the ordinary course of business; f. represent the Debtor with regard to obtaining use of cash collateral, including, but not limited to, negotiating and seeking Bankruptcy Court approval of any cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of cash collateral; g. assist the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in connection with the plan of reorganization; and h. perform any other services which may be appropriate in Levene Neale's representation of the Debtor during its bankruptcy case. Levene Neale has agreed to cap its hourly rate at $500 for this case as an accommodation to the Debtor. The Debtor paid Levene Neale the total sum of $50,000 as prepetition retainer. Ron Bender, Esq., founding and co-managing partner of Levene Neale, attests that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ron Bender, Esq. John-Patrick M. Fritz, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 E-mail: jpf@lnbyb.com About Hologenix, LLC Hologenix, LLC is the inventor of Celliant technology (https://celliant.com), a patented, clinically-tested textile technology that harnesses and recycles the body's natural energy. Based in Pacific Palisades, California, Hologenix, LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-13849) on April 22, 2020. In the petition signed by Seth Casden, CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. John-Patrick M. Fritz, Esq. at Levene, Neale, Bender, Yoo & Brill L.L.P. represents the Debtor as counsel. IGLESIA TABERNACULO: Seeks Approval to Hire Accountant ------------------------------------------------------ Iglesia Tabernaculo De Adoracion Y Alabanza, Inc. seeks authority from the United States Bankruptcy Court for the District of Puerto Rico to hire an accountant. Bethali Bega Vera as accountant will assist the Debtor in accounting matters and compliance with tax return filing and reporting matters. Ms. Vera will charge a flat rate of $250 per month. Ms. Vera is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). Ms. Vera can be reached at: Bethali Bega Vera Hacienda Miraflores Calle Jazmin #35 Coamo, PR 00769 Phone: (787) 215-6906 About Iglesia Tabernaculo De Adoracion Y Alabanza, Inc. Iglesia Tabernaculo De Adoracion Y Alabanza, Inc. is a nonprofit religious organization that operates an evangilical church. The Company owns in fee simple a real property, where the church is located, at PR Road 132, Km. 22.6, Canas Ward, Ponce, PR, having an appraised value of $915,000. Iglesia Tabernaculo De Adoracion Y Alabanza, Inc., filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 20-01752) on May 5, 2020. In the petition signed by Jesus F. Perez Gutierrez, president, the Debtor estimated $938,025 in assets and $1,274,467 in liabilities. Noemi Landrau Rivera, Esq. at LANDRAU RIVERA & ASSOCIATES, represents the Debtor as counsel. J & R VALLEY: Case Summary & 9 Unsecured Creditors -------------------------------------------------- Debtor: J & R Valley Oilfield Services Inc. P.O. Box 310 Mission, TX 78572 Business Description: J & R Valley Oilfield Services Inc operates in the oil & gas field services industry. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-70182 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Antonio Villeda, Esq. VILLEDA LAW GROUP 6316 N 10th St Bldg B Mcallen, TX 78504-3599 Tel: (956) 631-9100 E-mail: avilleda@mybusinesslawyer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jose M. Flores, president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/kkdXWl JBR EXPRESS: Case Summary & 14 Unsecured Creditors -------------------------------------------------- Debtor: JBR Express, Inc. 360 S. Knox Ave. Fort Hancock, TX 79839 Business Description: JBR Express Inc. is a general freight trucking company. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-30662 Debtor's Counsel: Carlos Miranda, Esq. MIRANDA & MALDONADO, PC 5915 Silver Springs Bldg. 7 El Paso, TX 79912 Tel: (915) 587-5000 E-mail: cmiranda@eptxlawyers.com Total Assets: $516,632 Total Liabilities: $1,108,801 The petition was signed by Jorge Israel Bucio Cardoso, president. A copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/a5Mm8n JILL ACQUISITION: Bank Debt Trades at 35% Discount -------------------------------------------------- Participations in a syndicated loan under which Jill Acquisition LLC is a borrower were trading in the secondary market around 66 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 71 cents-on-the-dollar for the week ended May 22, 2020. The $290.0 million facility is a term loan. The loan is scheduled to mature on May 8, 2022. As of May 29, 2020, $241.8 million of the loan remains outstanding. The Company's country of domicile is United States. JONESBORO TRACTOR: Seeks Approval to Hire Accountant ---------------------------------------------------- Jonesboro Tractor Sales Inc. seeks authority from the US Bankruptcy Court for the Eastern District of Arkansas to hire a certified public accountant. Debtor wishes to employ Crystal Harris Dancer, Certified Public Accountant. The professional services to be rendered by Ms. Dancer are: a) give Debtor accounting and tax advice with respect to its position and duties as Debtor in Possession in the operation of its business and management of its finances; b) prepare on behalf of Debtor in Possession, all necessary financial reports, monthly operating reports, quarterly summary reports, reconciliations, tax returns, and any other reports, compilations or documents relating thereto and to appear before this Court and any other court in reference thereto; and c) perform all other accounting and tax services for Debtor in Possession that may be necessary. Ms. Dancer will charge her standard hourly rate of $150. Ms. Dancer assures the court that she does not represent any of the creditors in this proceeding or any other adverse party. Ms. Dancer can be reached at: Crystal Harris Dancer, CPA P.O. Box 17205 Jonesboro, AR 72403 About Jonseboro Tractor Sales Inc. Jonseboro Tractor Sales Inc. is the largest and oldest compact tractor and agricultural equipment dealer in Northeast Arkansas. Jonseboro Tractor Sales Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 20-11561) on March 21, 2020. At the time of filing, the Debtor estimated $1,000,000 to $10 million in both assets and liabilities. Joel Grant Hargis at Nolan Caddell Reynolds represents the Debtor as counsel. KLAUSNER LUMBER: Young, Adams Represent Williams, 2 Others ---------------------------------------------------------- In the Chapter 11 cases of Klausner Lumber One LLC, the law firm of Adams and Reese LLP and Young Conaway Stargatt & Taylor, LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing Williams Scotsman, Inc., Kalmar USA, Inc., and The Molpus Woodlands Group, LLC. AR and YCST represent the following creditors and/or counterparties to executory contracts potentially to be assumed and assigned, or rejected, by the Debtor: Williams Scotsman, Inc. 901 South Bond Street, Suite 600 Baltimore, MD 21231 Kalmar USA, Inc. 415 East Dundee Street Ottawa, KS 66067 The foregoing creditors and/or counterparties are unable to estimate liquidated claims at this time. AR and YCST represent the following unsecured, vendor creditor with claims for unpaid invoices for products sold to Debtor: The Molpus Woodlands Group, LLC 810 West 1st Street, Suite A DeRidder, LA 70634 The foregoing unsecured, vendor creditor estimates its liquidated claims at approximately $82,000.00. None of the foregoing creditors and/or counterparties represents or purports to represent any other entities in connection with the Chapter 11 Case. AR and YCST do not hold any claims against, or interests in, the Debtor. Counsel for Williams Scotsman, Inc., Kalmar USA, Inc., and The Molpus Woodlands Group, LLC can be reached at: YOUNG CONAWAY STARGATT & TAYLOR, LLP Michael S. Neiburg, Esq. Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: mneiburg@ycst.com - and - John T. Rogerson, III, Esq. Jamie W. Olinto, Esq. ADAMS AND REESE LLP 501 Riverside Avenue, Suite 601 Jacksonville, FL 32202 Telephone: (904) 355-1700 Facsimile: (904) 355-1797 E-mail: john.rogerson@arlaw.com jamie.olinto@arlaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/1JMI29 About Klausner Lumber One Klausner Lumber One, LLC is a privately held company in the lumber and plywood products manufacturing industry. It is 100% owned by non-debtor Klausner Holding USA, Inc. Klausner Lumber One sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11033) on April 30, 2020. At the time of the filing, Debtor disclosed assets of between $100 million and $500 million and liabilities of the same range. The Debtor tapped Westerman Ball Ederer Miller Zucker & Sharfstein, LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as local counsel; Asgaard Capital, LLC as restructuring advisor; and Cypress Holdings, LLC as investment banker. KUEHG CORP: Bank Debt Trades at 23% Discount -------------------------------------------- Participations in a syndicated loan under which KUEHG Corp is a borrower were trading in the secondary market around 78 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 83 cents-on-the-dollar for the week ended May 22, 2020. The $210.0 million facility is a term loan. The loan is scheduled to mature on August 16, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. LEV INVESTMENTS: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: Lev Investments, LLC PO Box 16646 Beverly Hills, CA 90209 Business Description: Lev Investments, LLC owns a single family residence located at 13854 Albers Street, Sherman Oaks, CA 91401, having a current value of $3.30 million. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-11006 Judge: Hon. Victoria S. Kaufman Debtor's Counsel: David B. Golubchik, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 E-mail: dbg@lnbyb.com Total Assets: $5,919,550 Total Liabilities: $4,144,535 The petition was signed by Dmitri Lioudkovski, manager. A copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/wqfd2o LIBBEY GLASS: Files for Chapter 11 to Work on Restructuring Plan ---------------------------------------------------------------- Table manufacturer Libbey Inc. and its U.S.-based subsidiaries filed voluntary petitions for a court-supervised reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Libbey's international subsidiaries in Canada, China, Mexico, the Netherlands and Portugal are not included in the Chapter 11 proceedings and are operating in the normal course of business. Libbey expects to use the court-supervised restructuring process to strengthen its balance sheet to navigate the effects of the COVID-19 pandemic and better position the Company for the future. Libbey is continuing constructive discussions with its lenders and other stakeholders regarding the terms of a consensual financial restructuring plan and is focused on moving through the process as efficiently as possible. Certain of Libbey's existing lenders have agreed to provide up to $160 million in debtor-in-possession ("DIP") financing, including a $100 million revolving credit facility and a $60 million term loan. Following court approval, the Company expects this financing, together with cash flow from operations, to support the business during the court-supervised process. The Company is continuing to serve customers and end users globally, and will continue to evaluate the operating environment and make adjustments, as necessary, to adapt to the impact of COVID-19. Mike Bauer, chief executive officer of Libbey, said, "While we entered 2020 with positive momentum from our strong finish in 2019, the dramatic and prolonged impact of COVID-19 on the demand for our products and on our business is truly unprecedented in Libbey's more than 200-year history. As a result, entering this process is a necessary step to address our liquidity, strengthen our balance sheet and better position Libbey for the future. We believe this process will help Libbey become an even stronger, more influential partner to our customers, vendors and end users, and ensure we continue to create the most rewarding experiences with our extensive line of high-quality glassware and other tabletop products." He continued, "Throughout our history, Libbey has been dedicated to delivering the finest glassware and tabletop products to the world and empowering consumers to celebrate life's moments. As we navigate the current environment, we remain focused on providing end users with products that are environmentally sustainable, beautiful and durable. We are already seeing some improvement in our end markets with the gradual lifting of stay-at-home restrictions, and during the past few weeks have reopened our U.S. distribution centers and restarted several production lines in Toledo, Ohio and Shreveport, Louisiana. I want to thank all of our employees for their continued dedication and tireless efforts, especially during the unprecedented uncertainty we are collectively facing due to COVID-19. I also would like to thank our lenders for their continued support and look forward to working with them and all our stakeholders as we move forward." Libbey is filing customary first day motions that, once approved by the Court, will allow the Company to smoothly transition its business into Chapter 11, including, among other things, granting authority to pay employee wages and benefits and honor customer commitments in the ordinary course of business. The Company will also pay vendors in the ordinary course for all goods and services provided on or after the Chapter 11 filing date. As of the Petition Date, inclusive of the furloughed employees and laid-off employees, the Debtors' work force consists of 1,752 employees worldwide (excluding non-employee directors), of whom 1,743 are located in the United States, and approximately 6 are located in Canada and one each in Singapore, Australia, and China. Prepetition Capital Structure As of the Petition Date, the Debtors had $66.9 million of outstanding borrowings under the Prepetition ABL Facility and $9.4 million in letters of credit and $5.6 million of other reserves, and a borrowing base of $83.1 million, resulting in $1.4 million of unused availability. JPMorgan Chase Bank, N.A., as administrative agent with respect to the US Loans and J.P. Morgan Europe Limited as administrative agent with respect to the Netherlands Loans. As of the Petition Date, $377.9 million in principal amount was outstanding under a prepetition term loan agreement with Cortland Capital Market Services LLC, as administrative agent and collateral agent, (as successor agent to Citibank, N.A.). In addition, the Debtors believe that, as of the Petition Date, their obligations related to unsecured trade debt are in excess of $35 million. Road to Bankruptcy Brian Whittman, a managing director at Alvarez & Marsal North America, LLC, explains that throughout 2019 and the start of 2020, the Debtors' business was impacted by global competition in all of the Debtors' distribution channels, fluctuating business and consumer confidence in the United States and Europe as a result of increased economic and political uncertainty from various factors including ongoing trade tensions between the United States and China and the potential for a Brexit no-deal in Europe, as well as slowing economies in Europe, China and parts of Latin America. For the year ended Dec. 31, 2019, the Company incurred a net loss of $69.0 million, compared to a net loss of $8.0 million in the prior year, of which $65.2 million was attributed to non-cash impairment charges in the Company's Latin America and EMEA segments, while total revenues were down just $16.0 million over the same period. As COVID-19 swept from China to Europe and eventually the United States, the Company saw an abrupt and sharp decline in revenue in mid-March. Due to the decreased demand and to preserve liquidity, the Debtors implemented a lay-off of virtually all if their US hourly workforce in March and furloughed approximately 280 salaried employees in two waves in April and May. While the efforts to restructure the balance sheet began in earnest at the start of 2020, the COVID-19 pandemic has exacerbated demand and revenue decline and in turn has had an acute impact on the Debtors' liquidity. Certain of the Prepetition Term Loan Lenders formed an ad hoc group (the "Lender Group") in late 2019. The Company engaged in discussions with the Lender Group around an amend-and-extend transaction. However, the Lender Group's concern over the impact COVID-19 would have on the Company's business ultimately prevented those discussions from resulting in a transaction. The Company also informed the Lender Group of certain inbound merger and acquisition proposals from strategic buyers. These proposals were not pursued because, among other reasons, they were insufficient to pay the Company's Prepetition Term Loans in full, thus requiring lender consent, and the Lender Group did not believe it was in the Company's best interest to pursue such a transaction The immediate focus of the Chapter 11 cases is reaching a consensual, value maximizing transaction with the creditor constituencies, a process that began prepetition. The Debtors anticipate swift negotiations on an overall restructuring with the lenders and other constituencies on a chapter 11 plan that deleverages the balance sheet with emergence from bankruptcy in accordance with the milestones in the DIP financing agreements. Preserving the Debtors' going-concern value through the chapter 11 process will ultimately benefit all of their stakeholders. $160 Million DIP Financing The Debtors are seeking DIP financing consisting of: (a) DIP ABL Facility A $100 million senior secured superpriority DIP revolving, asset-based facility with the Prepetition ABL Lenders (the "DIP ABL Facility"), which includes refinancing of a portion of the Prepetition ABL Facility with a "creeping roll-up" during the interim period and a complete "roll-up" of the borrowings of Libbey Glass Inc. pursuant to the final order; and (b) DIP Term Loan Facility A new money $60 million senior secured superpriority DIP term loan facility with certain Prepetition Term Loan Lenders, with a dollar-for-dollar "roll-up" of such amounts due under the Prepetition Term Loan Credit Agreement for such lenders. The DIP Facilities contain these milestones for the Chapter 11 cases: * Entry of the Interim DIP Order by no later than 5 days following the Petition Date; * Plan and Disclosure Statement filed by no later than 15 days following the Petition Date; * Motion to approve the Disclosure Statement and the related solicitation materials filed by no later than 15 days following the Petition Date; * Entry of the Final DIP Order approving the DIP Term Facility on a final basis by no later than 35 days following the Petition Date; * Entry of an order approving the solicitation of the Plan by no later than 55 days following the Petition Date; * Commencement of solicitation of the Plan by no later than 57 days following the Petition Date; * Entry of Confirmation Order by no later than 100 days following the Petition Date; and * Consummation of Plan by no later than 105 days following the Petition Date. About Libbey Inc. Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) -- http://www.libbey.com/-- is one of the largest glass tableware manufacturers in the world. Libbey Inc. operates manufacturing plants in the U.S., Mexico, China, Portugal and the Netherlands. In existence since 1818, the Company supplies tabletop products to retail, foodservice and business-to-business customers in over 100 countries. Libbey's global brand portfolio, in addition to its namesake brand, includes Libbey Signature, Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse China, and Crisal Glass. In 2019, Libbey Inc.'s net sales totaled $782.4 million. Libbey Glass Inc. and 11 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020 In the petition signed by CEO Michael P. Bauer, Libbey Glass was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Lazard Ltd as investment banker. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/libbey LIBBEY GLASS: Moody's Lowers PDR to D-PD on Chapter 11 Filing ------------------------------------------------------------- Moody's Investors Service downgraded Libbey Glass Inc.'s Probability of Default Rating to D-PD from Caa2-PD following the company's announcement that it has filed for protection under Chapter 11 of the US Bankruptcy Code [1]. At the same time, Moody's downgraded Libbey's Corporate Family Rating to Ca from Caa2 and the company's senior secured first lien term loan to Ca from Caa2. The company's Speculative Grade Liquidity remains at SGL-4 and the outlook remains negative. Downgrades: Issuer: Libbey Glass Inc. Corporate Family Rating, Downgraded to Ca from Caa2 Probability of Default Rating, Downgraded to D-PD from Caa2-PD Senior Secured 1st Lien Term Loan, Downgraded to Ca (LGD4) from Caa2 (LGD4) Outlook Actions: Issuer: Libbey Glass Inc. Outlook, Remains Negative RATINGS RATIONALE Libbey has an unsustainable capital structure that left the company with limited financial flexibility amid an unprecedented negative operating environment due to the coronavirus outbreak. The company's Chapter 11 filing resulted in the downgrade of Libbey's PDR to D-PD. The CFR and the rating on the company's senior secured first lien term loan were downgraded to reflect Moody's view on potential recoveries. Subsequent to the rating action, Moody's will withdraw all the ratings of Libbey Glass Inc. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Libbey Glass Inc., headquartered in Toledo, Ohio, designs, manufactures and markets glass tableware products and designs and markets ceramic dinnerware and flatware products. Libbey Glass Inc. is the operating subsidiary of Libbey Inc. The company serves foodservice, retail, and business-to-business customers in over 100 countries. Libbey reported total revenue of $782 million for the fiscal year-end period December 31, 2019. LIBBEY INC: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.–based Libbey Inc. to 'D' from 'SD'. The 'D' issue-level rating on the company's $440 million term loan B (approximately $375 million outstanding) due in April 2021 is unchanged. The downgrade follows Libbey's announcement that it filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The company has not reached a prearranged restructuring agreement with its lenders. As filings indicate, the company will continue to operate through the bankruptcy process and seek to convert its asset-based lending (ABL) facility into a $100 million debtor-in-possession (DIP) ABL facility, raise a new $60 million DIP term loan, and roll up $60 million of its prepetition term loan into a DIP term loan. Libbey had deferred its $12 million excess cash flow payment obligation on the term loan since April 9, 2020. The company could not refinance its term loan before it became current on April 9. Already declining restaurant traffic was further exacerbated by the COVID-19 pandemic, which substantially eliminated revenues and profits because of business closures and stay-at-home orders. S&P could withdraw its ratings on the company within 30 days. Libbey manufactures and markets glass tableware products worldwide. It offers glass tableware, ceramic dinnerware, metal flatware, hollow-ware, and serveware items for sale primarily in the food service, retail, business-to-business, and industrial markets. It has customers in more than 100 countries. In addition, Libbey distributes fine stemware and other drinkware assortments, upscale serveware, decorative products, stemware, and drinkware for finer dining establishments, porcelain and bone china products, and tableware and giftware products. Libbey offers its products under the Libbey, Crisa, Royal Leerdam, World Tableware, Syracuse China, and Crisal Glass brand names. LONESTAR RESOURCES: Stockholders Elect 8 Directors -------------------------------------------------- At Lonestar Resources US Inc.'s 2020 Annual Meeting held on May 26, 2020, the stockholders: (a) elected Frank D. Bracken, III, Henry B. Ellis, Daniel R. Lockwood, Matthew B. Ockwood, Stephen H. Oglesby, Phillip Z. Pace, John H. Pinkerton, and Randy L. Wolsey as directors to serve until the 2021 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified; and (b) ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2020. About Lonestar Resources Headquartered in Fort Worth, Texas, Lonestar -- http://www.lonestarresources.com/-- is an independent oil and natural gas company, focused on the development, production, and acquisition of unconventional oil, natural gas liquids, and natural gas properties in the Eagle Ford Shale in Texas, where the Company has accumulated approximately 72,642 gross (53,831 net) acres in what it believes to be the formation's crude oil and condensate windows, as of Dec. 31, 2019. Lonestar Resources reported a net loss attributable to common stockholders of $111.56 million for the year ended Dec. 31, 2019, compared to net income attributable to common stockholders of $11.53 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $720.78 million in total assets, $330.82 million in total current liabilities, $269.07 million in total long-term liabilities, and total stockholders' equity of $120.89 million. BDO USA, LLP, in Dallas, Texas, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 13, 2020 citing that the Company did not satisfy certain covenants under the Company's revolving credit facility as of Dec. 31, 2019 and does not anticipate maintaining compliance with the consolidated current ratio covenant over the next twelve months, which could lead to acceleration of the Company's debt obligations. These matters raise substantial doubt about the Company's ability to continue as a going concern. LTI FLEXIBLE: Bank Debt Trades at 36% Discount ---------------------------------------------- Participations in a syndicated loan under which LTI Flexible Products Inc is a borrower were trading in the secondary market around 64 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $142.0 million facility is a term loan. The loan is scheduled to mature on April 17, 2023. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. MANITOWOC CO: S&P Alters Outlook to Negative, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on The Manitowoc Co. Inc. to negative from stable and affirmed its 'B' issuer credit rating on the company and its 'B' issue-level rating on its second-lien notes. S&P's '3' recovery rating on the notes remains unchanged. The negative outlook reflects the potential that S&P will downgrade Manitowoc over the next 12 months if the decline in economic activity weakens its earnings by more than it expects. "The outlook revision reflects our view that low oil prices and the current economic recession will significantly pressure Manitowoc's operating results and elevate its debt leverage this year," S&P said. Given its expectation for end-market weakness, S&P believes Manitowoc could see significant revenue and EBITDA declines such that its S&P-adjusted debt to EBITDA rises above 6.5x in 2020 (from 3.1x as of Dec. 31, 2019). Softness in the global construction and oil and gas end markets will lead to significant volume declines in 2020. Oil prices have plummeted to historically low levels this year and, although the negotiations to cut production between the largest global oil producers have come to a close, S&P expects prices to remain volatile in the near term, which will cause the company's customers in the oil and gas end market to significantly curtail their capital spending. Furthermore, the global construction industry remains weak despite some signs of increasing activity as governments gradually ease their stay-at-home orders. S&P believes these challenges, in addition to the existing disruptions caused by the coronavirus pandemic, will sharply reduce the demand for lifting equipment in 2020. Specifically, S&P forecasts that the largest decline in the company's revenue will occur in the second quarter of 2020 before it reports sequential improvement in the back half of the year. "We believe Manitowoc's EBITDA margins could deteriorate materially this year. The high fixed cost nature of crane manufacturing, despite providing some barriers to entry, will pressure the company's EBITDA margins (which we view as below average compared to the broader set of capital goods manufacturers) during this period of macroeconomic uncertainty. We now expect Manitowoc's S&P Global-adjusted margins to decline to the 4%-5% range in 2020 from 8.9% as of the end of 2019," S&P said. "Despite our expectation for material demand weakness in 2020, we forecast that the company's credit metrics will improve in 2021 as the economy recovers. Assuming global business sentiment and economic conditions improve over the next year, we expect there to be an uptick in crane shipments during 2021 underpinned by the resumption of orders that were delayed during the current calendar year. However, we believe there is reasonable uncertainty around the length of the coronavirus pandemic's effects on the industry, thus the company's end markets could remain sluggish during 2021," the rating agency said. The negative outlook reflects the potential that S&P will downgrade Manitowoc over the next 12 months if the rating agency expects the construction and energy markets to remain weak after 2020 and cause it to sustain S&P-adjusted leverage of more than 6.5x. S&P could lower its rating on MTW over the next 12 months if: -- S&P does not believe its operating performance will likely improve in the second half of this year when compared with the first half of 2020; -- Its free operating cash flow (FOCF) generations is more negative than S&P expects; or -- The company's liquidity deteriorates due to a lower-than-expected level of cash on hand and revolver availability. S&P could revise its outlook on MTW to stable over the next 12 months if: -- The pace of economic activity rebounds and the company improves its S&P-adjusted debt to EBITDA below 6.5x; -- The company maintains adequate liquidity and moderates its negative FOCF generation; and -- Manitowoc maintains ample borrowing capacity under its asset-based lending (ABL) facility. MAXIM CRANE: Moody's Lowers CFR to B3 & 2nd Lien Notes to Caa1 -------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Maxim Crane Works Holdings Capital, LLC including the company's corporate family rating to B3 (from B2), probability of default rating to B3-PD (from B2-PD), and $545 million 10.125% senior secured second lien notes due August 2024 to Caa1 (from B3). The rating outlook is stable. This rating action concludes the review for downgrade initiated on March 26, 2020. RATINGS RATIONALE "The downgrade of Maxim's ratings reflects Moody's expectation that equipment utilization will decline around 10% in 2020, coupled with some margin compression from pricing pressure will cause the topline and profitability to weaken and leverage to climb above 7 times debt-to-EBITDA", said Brian Silver, a Moody's Vice-President and lead analyst for Maxim. "However, Maxim's liquidity will remain adequate throughout 2020, in large part from ABL availability. Although there is time to de-lever prior to its debt coming due in 2024, if construction activity worsens considerably beyond 2020 the ratings could face downward pressure". Maxim's ratings reflect high financial leverage of 6.3 times debt-to-EBITDA for the twelve months ended March 31, 2020, and Moody's expectation it will rise to the 7-7.5 times range in 2020 (all ratios are Moody's adjusted unless stated). The company also experiences cyclical demand for its specialized equipment (cranes) over the economic cycle owing to market exposure in energy (refineries and petrochemicals), and commercial non-residential construction. Moody's also anticipates the company will continue to pursue relatively small bolt-on acquisitions as well as invest in some limited greenfield expansion, to be funded with free cash flow and debt. Maxim's private equity ownership could also lead to an increasingly aggressive financial policy, including the payment of future debt-funded dividends evidenced by the $50 million dividend the company paid in November 2019. However, Maxim's ratings benefit from its position as a leading consolidator of smaller regional and local crane rental companies in a very fragmented industry. Unlike prior recessions, Moody's does not believe there to be the very significant over-capacity of equipment in the market, but utilization and pricing remain highly sensitive to underlying demand. Maxim also has adequate liquidity largely supported by availability of about $390 million on its recently upsized $973 million ABL facility that expires in 2024. The company also has a good geographic footprint with a coast-to-coast presence through 56 branches, together with very healthy customer diversification with its top ten customers accounting for 16% of 2019 revenue. The stable rating outlook reflects Moody's expectation that Maxim's topline growth and profitability will weaken in 2020, but liquidity will remain adequate with at least $150 million of ABL available liquidity at all times. Maxim has moderate environmental risk. Maxim has some social risks to take into consideration, as all of its crane operators, roughly two-thirds of its mechanics, and nearly half of its drivers are unionized. However, Maxim has historically never experienced a material work stoppage and considers its relations with employees to be positive. Maxim has a governance risk as well, as the company is owned by private equity sponsor Apollo Global Management, which could lead to an increasingly aggressive financial policy over time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Maxim can sustain debt-to-EBITDA below 5.5 times and funds from operations (FFO)-to-debt is sustained above 10%. Ratings could be downgraded if total liquidity falls below $150 million, or if leverage is sustained above 7.5 times debt-to-EBITDA, or FFO-to-debt is sustained below 5%. Also, the ratings could be downgraded if the company adheres to an increasingly aggressive financial policy including large debt-funded acquisitions or dividends. The following rating actions were taken: Downgrades, (previously on review for downgrade): Issuer: Maxim Crane Works Holdings Capital, LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Regular Bond/Debenture, Downgraded to Caa1 (LGD4) from B3 (LGD5) Outlook Actions: Issuer: Maxim Crane Works Holdings Capital, LLC Outlook, Changed To Stable From Rating Under Review The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. Headquartered in Bridgeville, Pennsylvania, Maxim Crane Works Holdings Capital, LLC is a leading provider of specialty crane rental services in the US that serves over 9,000 customers in 49 states through 59 branch locations with a modernized and technologically advanced diverse fleet of around 2,615 cranes. Maxim rents cranes and other heavy equipment primarily to non-residential building construction and energy-related end markets. In June 2017, the company changed its name to its current name, Maxim Crane Works Holdings Capital, LLC from Cloud Crane, LLC. Cloud Crane, LLC was created in 2016 by Apollo Global Management, LLC to purchase Maxim Crane Works, L.P. and AmQuip Holdings Corp. The company generated reported revenue of about $924 million for the twelve months ended March 31, 2020. MBM SAND: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: MBM Sand Company, LLC 12658 FM 1097 West Willis, TX 77318 Business Description: MBM Sand Company, LLC is primarily engaged sand mining business. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-32883 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Leonard Simon, Esq. PENDERGRAFT & SIMON LLP 2777 Allen Parkway Suite 800 Houston, TX 77019 Tel: 713-528-8555 E-mail: lsimon@pendergraftsimon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffrey A. Blake, president & managing member. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/8COfLh MEN'S WEARHOUSE: Bank Debt Trades at 73% Discount ------------------------------------------------- Participations in a syndicated loan under which Men's Wearhouse Inc/The is a borrower were trading in the secondary market around 27 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 34 cents-on-the-dollar for the week ended May 22, 2020. The $895.5 million facility is a term loan. The loan is scheduled to mature on April 9, 2025. As of May 29, 2020, $879.4 million of the loan remains outstanding. The Company's country of domicile is United States. MISSION VACUUM: Case Summary & 8 Unsecured Creditors ---------------------------------------------------- Debtor: Mission Vacuum & Pump Truck Service, Inc. P.O. Box 1935 Mission, TX 78573 Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-70183 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Antonio Villeda, Esq. VILLEDA LAW GROUP 6316 N 10th St Bldg B McAllen, TX 78504-3599 Tel: (956) 631-9100 E-mail: avilleda@mybusinesslawyer.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jose M. Flores, president. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/pdzTkI NEIMAN MARCUS: Baker Represent Lomden Estate, 5 Others ------------------------------------------------------ In the Chapter 11 cases of Neiman Marcus Group Ltd., the law firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the following creditors: a. Nathaniel and Lana Grey, d/b/a Lomden Estate ("Lomden Estate"), 1 North LaSalle St., Suite 1100, Chicago, IL 60602. Lomden Estate is a creditor of the one or more of the Debtors and a consignor of certain consigned goods. Lomden Estate holds pre- and post-petition claims against the Debtors in an aggregate amount of not less than $1,392,700, inclusive of claims related to consignment merchandise currently at the Debtors. b. Pasquale Bruni USA Ltd. ("Pasquale Bruni"), c/o Rocco A. Cavaliere, Tarter Krinsky & Drogin LLP, 1350 Broadway, New York, NY 10018. Pasquale Bruni is a creditor of the one or more of the Debtors and a consignor of certain consigned goods. Pasquale Bruni holds pre- and post-petition claims against the Debtors in an aggregate amount of not less than $1,145,000, inclusive of claims related to consignment merchandise currently at the Debtors. c. 64 Facets, Inc., 9465 Wilshire Blvd, #300, Beverly Hills, CA 90212 ("64 Facets"). 64 Facets is a creditor of one or more of the Debtors and a consignor of certain consigned goods. 64 Facets holds pre- and post-petition claims against the Debtors in an aggregate amount of not less than $3,011,200.00, inclusive of claims related to consignment merchandise currently at the Debtors. d. Richline Group, Inc., 1385 Broadway, 12th Floor, New York, NY 10018 ("Richline"). Richline is a creditor of one or more of the Debtors and a consignor of certain consigned goods. Richline holds pre- and post-petition claims against the Debtors in an aggregate amount of not less than $3,387,750.00, inclusive of claims related to consignment merchandise currently at the Debtors. e. A. Link Jewelry Co., LLC, 30-30 47th Avenue, Suite 520, Long Island City, NY 11101 ("A. Link"). A. Link is a creditor of one or more of the Debtors and a consignor of certain consigned goods. A. Link holds pre- and post-petition claims against the Debtors in an aggregate amount of not less than $370,000.00, inclusive of claims related to consignment merchandise currently at the Debtors. f. Jemma Wynne Jewellery, LLC, 28 West 44th Street, Suite 311, New York, NY 10036 ("JWJ"). JWJ is a creditor of one or more of the Debtors and a consignor of certain consigned goods. JWJ holds pre- and post-petition claims against the Debtors in an aggregate amount of not less than $282,550.00, inclusive of claims related to consignment merchandise currently at the Debtors. Baker Donelson does not presently own, nor has it previously owned, any claims against, or interests in, the Debtors. Nothing contained in this Statement is intended or should be construed to constitute (a) a waiver or release of any claims filed or to be filed against the Debtors held by Lomden Estate, Pasquale Bruni, 64 Facets, Richline, A.Link, or JWJ, or (b) an admission with respect to any fact or legal theory. Nothing herein should be construed as a limitation upon, or waiver of, any rights of the above-named creditors to assert, file and/or amend any proof of claim in accordance with applicable law and any orders entered in these cases. Local Counsel for Nathaniel And Lana Grey, D/B/A Lomden, Estate, Pasquale Bruni (USA), Ltd., 64 Facets, Inc., Richline Group, Inc., A. Link Jewelry Co., LLC, And Jemma Wynne Jewellery, LLC can be reached at: BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ A Professional Corporation Susan C. Mathews, Esq. 1301 McKinney St., Suite 3700 Houston, TX 77010 Telephone: (713) 650-9700 Facsimile: (713) 650-9701 E-mail: smathews@bakerdonelson.com - and - Jan M. Hayden, Esq. 201 St. Charles Avenue, Suite 3600 New Orleans, LA 70170 Telephone: (504) 566-8645 Facsimile: (504) 585-6945 E-mail: jhayden@bakerdonelson.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/rCRWgN About Neiman Marcus Group Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, and Last Call brand names. It also operates the Horchow e-commerce website offering luxury home furnishings and accessories. Since opening in 1907 with just one store in Dallas, Neiman Marcus and its affiliates have strategically grown to 67 stores across the United States. Neiman Marcus Group LTD and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32519) on May 7, 2020. At the time of the filing, the Debtors were each estimated to have assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Jackson Walker, LLP, as local counsel; Berkeley Research Group, LLC as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Stretto as claims, noticing and solicitation agent. ONEX TSG: Bank Debt Trades at 35% Discount ------------------------------------------ Participations in a syndicated loan under which Onex TSG Intermediate Corp is a borrower were trading in the secondary market around 65 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 83 cents-on-the-dollar for the week ended May 22, 2020. The $135.0 million facility is a term loan. The loan is scheduled to mature on August 25, 2023. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. OPTIV SECURITY: Bank Debt Trades at 30% Discount ------------------------------------------------ Participations in a syndicated loan under which Optiv Security Inc is a borrower were trading in the secondary market around 70 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 81 cents-on-the-dollar for the week ended May 22, 2020. The $230.0 million facility is a term loan. The loan is scheduled to mature on February 1, 2025. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. OU MEDICINE: S&P Affirms BB+ Bond Rating, Alters Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings revised the outlook to stable from negative and affirmed its 'BB+' long-term rating on the Oklahoma Development Finance Authority's approximately $826 million series 2018B tax-exempt fixed-rate bonds and approximately $201 million series 2018C taxable fixed-rate bonds, and its 'BB+' underlying rating (SPUR) on the authority's $85 million insured series 2018B tax-exempt fixed-rate bonds and $50 million insured series 2018C taxable fixed-rate bonds. All bonds were issued for OU Medicine Inc. (OUMI). "The outlook revision reflects our view of OUMI's plans and initial progress in reactivating volumes and its receipt of funding from the CARES (Coronavirus Aid, Relief, and Economic Security) Act, which we think will lessen the magnitude of the erosion of OUMI's financial profile amid the pandemic, coupled with the increasing unrestricted reserves leading up to the pandemic," said S&P Global Ratings credit analyst Suzie Desai. S&P believes environmental risks are in line with its views of the industry as a whole. While it views social risk as in line with that of sector peers, S&P believes OUMI, like other hospitals, is exposed to heightened risks as relate to COVID-19. The core mission of health care facilities is protecting the health and safety of communities, which is further evidenced by responsibilities to serve the demand of patients ill with COVID-19 as well as maintain adequate capacity and supplies for those patients. S&P believes this exposes OUMI and its peers to additional social risks that could present financial pressure in the short term, particularly should revenue and other federal and state support be insufficient to cover the increased equipment and personnel costs stemming from demand. Finally, while S&P views governance risks as in line with its views of the industry as a whole, the rating agency notes the unique joint operating agreement structure between University Hospitals Trust (UHT), a component of University Hospitals Authority (UHA), and OUMI. Both UHT and UHA are component units of the state, while OUMI is a separate 501(c)(3). To date, the structure has not negatively affected the hospital, and in fact has led to closer relationships with OUHSC as well as the state in terms of meeting the health care needs of the region and the state. In addition, S&P generally views self-perpetuating boards as best practice, with negative consideration given to an appointed structure as is the case with OUMI. S&P believes this governance structure is effective for OUMI. PANDA STONEWALL: Bank Debt Trades at 17% Discount ------------------------------------------------- Participations in a syndicated loan under which Panda Stonewall LLC is a borrower were trading in the secondary market around 83 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The $200.0 million facility is a delay-draw term loan. The loan is scheduled to mature on November 13, 2021. The Company's country of domicile is United States. PANTHERA ENTERPRISES: Seeks to Extend Exclusivity Period to Aug. 12 ------------------------------------------------------------------- Panthera Enterprises, LLC asked the U.S. Bankruptcy Court for the Northern District of West Virginia to extend the exclusive period to file its Chapter 11 plan to Aug. 12 and the period to solicit acceptances for the plan to Oct. 12. The unprecedented, exponential spread of Covid-19 throughout the United States over the course of the past two months, along with the resulting, state-imposed limitations and prohibitions on non-essential businesses operations, has brought many aspects of the company's business plans to a standstill. Without operations at the company's special operations training facility, no revenue is being generated and, therefore, there is no opportunity for the company to earn. The lack of revenue generating activity and the overall uncertainty on timing has frozen activities of the company in an effort to explore reorganization options. About Panthera Enterprises Panthera Enterprises, LLC, formerly known as TENX Group LLC, provides electrical work and services. Based in Old Fields, W.Va., Panthera Enterprises filed for Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 19-00787) on Sept. 13, 2019, listing between $10 million and $50 million in assets and liabilities. Judge Patrick M. Flatley oversees the case. Debtor is represented by Robert S. Bernstein, Esq. at Bernstein-Burkley, P.C. PARADIGM MIDSTREAM: Bank Debt Trades at 37% Discount ---------------------------------------------------- Participations in a syndicated loan under which Paradigm Midstream LLC is a borrower were trading in the secondary market around 63 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 71 cents-on-the-dollar for the week ended May 22, 2020. The $400.0 million facility is a TERM loan. The loan is scheduled to mature on September 5, 2024. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. QBS PARENT: Bank Debt Trades at 28% Discount -------------------------------------------- Participations in a syndicated loan under which QBS Parent Inc is a borrower were trading in the secondary market around 72 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 79 cents-on-the-dollar for the week ended May 22, 2020. The $334.4 million facility is a term loan. The loan is scheduled to mature on September 21, 2025. As of May 29, 2020, $330.2 million of the loan remains outstanding. The Company's country of domicile is United States. QUORUM HEALTH: Cigna & HealthSpring Object to Plan & Disclosures ---------------------------------------------------------------- Cigna Health and Life Insurance Company and HealthSpring Life and Health Insurance Company object to the Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization of Quorum Health Corporation and its Debtor Affiliates. Cigna and HealthSpring assert that: * The Disclosure Statement cannot be approved because it contains insufficient information regarding the treatment of the Provider Agreements under the Plan. * The Disclosure Statement does not provide Cigna with adequate information regarding the treatment of the Provider Agreements under the Plan. * Adequate, advance notice of the proposed severance of any of the Facilities from the Cigna/HealthSpring Provider Networks must be provided in order to ensure that patients, covered individuals, and healthcare providers are smoothly transitioned from the Facilities, and are not economically prejudiced through no fault of their own. * The Disclosure Statement and Plan provide Cigna with no opportunity to object and be heard with respect to the ultimate treatment of the Provider Agreements under the Plan. * To the extent they seek to have the Plan Confirmation Order approve the assumption of the Provider Agreements, the Debtors must be required to provide Cigna with Proposed Cure Amounts, and an opportunity to object. A full-text copy of Cigna and HealthSpring's objection dated May 14, 2020, is available at https://tinyurl.com/y6uu4zfp from PacerMonitor at no charge. Counsel for Cigna and HealthSpring: CONNOLLY GALLAGHER LLP Jeffrey C. Wisler 1201 North Market Street, 20th Floor Wilmington, Delaware 19801 Telephone: (302) 757-7300 Facsimile: (302) 658-0380 E-mail: jwisler@connollygallagher.com About Quorum Health Corporation Headquartered in Brentwood, Tennessee, Quorum Health (NYSE: QHC)--http://www.quorumhealth.com/-- is an operator of general acute care hospitals and outpatient services in the United States. Through its subsidiaries, the Company owns, leases or operates a diversified portfolio of 24 affiliated hospitals in rural and mid-sized markets located across 14 states with an aggregate of 1,995 licensed beds. The Company also operates Quorum Health Resources, LLC, a leading hospital management advisory and consulting services business. Quorum Health incurred net losses attributable to the Company of $200.25 million in 2018, $114.2 million in 2017, and $347.7 million in 2016. As of Sept. 30, 2019, Quorum Health had $1.52 billion in total assets, $1.72 billion in total liabilities, $2.27 million in redeemable non-controlling interest, and a total deficit of $203.4 million. On April 7, 2020, Quorum Health Corporation and 134 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10766) to seek confirmation of a pre-packaged plan. McDermott Will & Emery LLP and Wachtell, Lipton, Rosen & Katz are serving as the Company's legal counsel, MTS Health Partners, L.P. is serving as its financial advisor and Alvarez & Marsal North America, LLC, is serving as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent, maintaining the Web site https://dm.epiq11.com/Quorum QUORUM HEALTH: Mudrick Wants Plan to Restart to Square One ---------------------------------------------------------- Mudrick Capital Management, L.P., beneficial owner of approximately 15% of the equity securities of Quorum Health Corporation (QHC) and its debtor affiliates, object to the Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization of Debtors. In its objection, Mudrick airs these concerns: * The Debtors are unable to show any such extraordinary circumstances justifying non-consensual third-party releases and the Debtors' attempt to manufacture a purported consensual third-party release based on an opt-out mechanism. * The Debtors' refusal to exercise their fiduciary out and pursue the Plan even when it became clear it fails to maximize value violates their obligation to maximize property available to stakeholders. The Court should deny confirmation of the Plan for this reason alone. * The Debtors are proceeding with their Plan with $100 million of cash more than what they projected when they entered into the RSA is a material change to the facts disclosed at the outset of the Chapter 11 Cases and in the Debtors' Disclosure Statement. In light of the foregoing, the Debtors have failed to comply with the good faith requirement of Section 1129(a)(3). * The Debtors have failed to provide adequate information concerning the assets of the bankruptcy estate and their value, without which there can be no meaningful disclosure sufficient to enable stakeholders to make an informed decision about whether to accept or reject the Plan. * The Plan does not contain sufficient disclosure concerning the nature of compensation given to insiders in violation of Section 1129(a)(5)(B) of the Bankruptcy Code. * Based on the numerous changes to the Debtors' valuation since the Petition Date as well as other material changes since these cases were filed, the Court should not approve the Disclosure Statement and instead should require the Debtors to resolicit and start from square one. A full-text copy of Mudrick Capital's objection to disclosure and plan dated May 14, 2020, is available at https://tinyurl.com/ya2za9kr from PacerMonitor at no charge. Counsel for Mudrick Capital: Robert J. Dehney Joseph C. Barsalona II MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: rdehney@mnat.com jbarsalona@mnat.com - and - David S. Rosner Howard W. Schub Matthew B. Stein Shai Schmidt KASOWITZ BENSON TORRES LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 E-mail: drosner@kasowitz.com hschub@kasowitz.com mstein@kasowitz.com sschmidt@kasowitz.com About Quorum Health Corporation Headquartered in Brentwood, Tennessee, Quorum Health (NYSE: QHC)--http://www.quorumhealth.com/-- is an operator of general acute care hospitals and outpatient services in the United States. Through its subsidiaries, the Company owns, leases or operates a diversified portfolio of 24 affiliated hospitals in rural and mid-sized markets located across 14 states with an aggregate of 1,995 licensed beds. The Company also operates Quorum Health Resources, LLC, a leading hospital management advisory and consulting services business. Quorum Health incurred net losses attributable to the Company of $200.25 million in 2018, $114.2 million in 2017, and $347.7 million in 2016. As of Sept. 30, 2019, Quorum Health had $1.52 billion in total assets, $1.72 billion in total liabilities, $2.27 million in redeemable non-controlling interest, and a total deficit of $203.4 million. On April 7, 2020, Quorum Health Corporation and 134 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10766) to seek confirmation of a pre-packaged plan. McDermott Will & Emery LLP and Wachtell, Lipton, Rosen & Katz are serving as the Company's legal counsel, MTS Health Partners, L.P. is serving as its financial advisor and Alvarez & Marsal North America, LLC, is serving as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent, maintaining the Web site https://dm.epiq11.com/Quorum RENFRO CORP: Bank Debt Trades at 62% Discount --------------------------------------------- Participations in a syndicated loan under which Renfro Corp is a borrower were trading in the secondary market around 38 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 46 cents-on-the-dollar for the week ended May 22, 2020. The $160.6 million facility is a term loan. The loan is scheduled to mature on March 31, 2021. As of May 29, 2020, $144.0 million of the loan remains outstanding. The Company's country of domicile is United States. RILEY DRIVE ENTERTAINMENT: Seeks More Time to File Bankruptcy Plan ------------------------------------------------------------------ Riley Drive Entertainment XIX, LLC asked the U.S. Bankruptcy Court for the District of Kansas to extend the periods during which only the company can file and solicit acceptances for their Chapter 11 plan to Aug. 12 and Sept. 11, respectively. The requested extension is intended to maintain a framework conducive to an "orderly, efficient and cost-effective confirmation process," according to the company's attorney, Adam Mack, Esq., at Mack & Associates, LLC. Riley Drive has completed the initial phase of its Chapter 11 proceeding and established a stable basis for ongoing business operations in a budget previously acknowledged by creditors without dissent. In addition, the company has filed an objection and is analyzing the validity of the secured claim filed by Landmark National Bank in advance of the formulation of a plan of reorganization. Currently, the company is commencing the long-range financial analysis necessary for the formulation of a feasible plan and will engage in discussions with the creditors towards that end. About Riley Drive Entertainment XIX Riley Drive Entertainment XIX, LLC, a privately held company that owns and operates restaurants, filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case No. 20-40046) on Jan. 15, 2020. In the petition signed by Scott William Anderson, LLC, managing member, Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Dale L. Somers oversees the case. Adam M. Mack, Esq., at Mack & Associates, LLC, is Debtor's legal counsel. ROBERTSHAW US: Bank Debt Trades at 54% Discount ----------------------------------------------- Participations in a syndicated loan under which Robertshaw US Holding Corp is a borrower were trading in the secondary market around 46 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 58 cents-on-the-dollar for the week ended May 22, 2020. The $110.0 million facility is a term loan. The loan is scheduled to mature on February 28, 2026. As of May 29, 2020 the amount is fully drawn and outstanding. The Company's country of domicile is United States. ROVIG MINERALS: U.S. Bank National Objects to Plan & Disclosures ---------------------------------------------------------------- U.S. Bank National Association, a secured creditor of debtor Rovig Minerals, Inc., objects to the approval of the Disclosure Statement and confirmation of the proposed Reorganization Plan. Secured Creditor objects that the Disclosure Statement and Plan do not provide for Secured Creditor to receive the amount of its claim plus allowable interest under the law. The Disclosure Statement and Plan submitted by the Debtor does not include Secured Creditor's secured claim. Secured Creditor objects that the Disclosure Statement and Plan do not provide for Secured Creditor to receive the actual value of its secured claim, in violation of 11 U.S.C. Sec. 1129. Secured Creditor suggests that the Debtor should continue to make direct payments to Secured Creditor pursuant to the terms of the Contract. A full-text copy of U.S. Bank National's objection dated May 14, 2020, is available at https://tinyurl.com/yctpx77g from PacerMonitor at no charge. Attorneys for Secured Creditor: THE SUNDMAKER FIRM, L.L.C. EARL F. SUNDMAKER, III 1027 Ninth St. New Orleans, LA 70115 Tel: (504) 568-0515 Fax: (504) 568-0519 E-mail: trey@sundmakerfirm.com About Rovig Minerals Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was founded in 1980 in Billings, Mont., to pursue exploration and development of mineral, oil and gas projects around the world. On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa Inc. filed an involuntary Chapter 11 petition against the Debtor(Bankr. W.D. La. Case No. 19-51133). The creditors are represented by Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips. On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a joint stipulation to convert the involuntary to a voluntary chapter 11 and for entry of a consent order for relief pursuant to 11 U.S.C. Sec. 303(h)(1). The case is assigned to Judge John W. Kolwe. The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard, Esq., as its bankruptcy attorneys. Rovig operated as a debtor in possession for a short period of time before Dwayne M. Murray was appointed as the chapter 11 trustee on Dec. 3, 2019. Counsel to the Trustee: Michael A. Crawford TAYLOR, PORTER, BROOKS & PHILLIPS, L.L.P. P.O. Box 2471, Baton Rouge, LA 70821-2471 450 Laurel Street, 8th Floor, Baton Rouge, LA 70801 Tel: (225) 387-3221 Fax: (225) 346-8049 SALUBRIO LLC: Seeks to Hire Bridgehead Networks as Consultant ------------------------------------------------------------- Salubrio, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Bridgehead Networks Inc. to provide infrastructure and consulting services. Services Bridgehead will render are: a. give the Debtor management, consulting and accounting advice with respect to its powers and duties as debtor-in-possession in the continued operation of its business and management of its property; b. prepare projections of income and expenses needed to complete the monthly operating reports; c. advise the Debtor in connection with the formulation and implementation of a Plan of Reorganization with regard to accounting matters; d. prepare on behalf of the Debtor weekly and monthly operating reports and other documents; and e. perform all other accounting services for the Debtor which may be necessary. Bridgehead's hourly rates are: Harry Nass $200 Gretchen Kinnear, CPA $125 The firm received a retainer in the amount of $7,500. Bridgehead 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, according to court filings. The firm can be reached through: Harry Nass Bridgehead Networks Inc 2810 North Flores Street San Antonio, TX 78212 Tel: (210) 224-2436 Fax: (210) 581-9616 About Salubrio LLC Salubrio, LLC, which conducts business under the name Brio San Antonio, is a medical diagnostic imaging center in San Antonio, Texas. It offers patients innovative and timely onsite technology for musculoskeletal and traumatic brain injury diagnostics. Salubrio specializes in weight-bearing MRI installed by Esaote USA. For more information, visit https://salubriomri.com Salubrio sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-50578) on March 11, 2020. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Ronald B. King oversees the case. Debtor tapped the Law Offices of Martin Seidler as legal counsel, and M B Lawhon Law Firm, PLLC as special counsel. SKLAR EXPLORATION: Investors File 2nd Modified Statement -------------------------------------------------------- In the Chapter 11 cases of Sklar Exploration Company, LLC, the law firm of Cook, Yancey, King & Galloway filed a second supplement the disclosures of multiple representation under Rule 2019 of the Federal Rules of Bankruptcy Procedure. On April 20, 2020, the firm filed its original Rule 2019 verified statement, and on April 22, 2020, it filed a supplemental verified statement. Subsequent to the filing of the supplemental statement, Hall Management, LLC, retained Cook Yancey to represent its interests in the bankruptcy case. Cook Yancey now represents the following creditors in the captioned Chapter 11 bankruptcy case filed by Sklar Exploration Company, LLC, and Sklarco, LLC: (1) Franks Exploration Company, LLC; (2) Bundero Investment Company, LLC; (3) Kingston, LLC; (4) AEH Investments, LLC; (5) J&A Harris LP; (6) Hughes Oil South, LLC; (7) KMR Investments, LLC; (8) Tommy Youngblood; (9) Hall Management, LLC. Franks' address is P.O. Box 7665, Shreveport, Louisiana 71137. Cook Yancey's representation of Franks began in April 2020. Bundero's address is 401 Edwards Street, Suite 820, Shreveport, Louisiana 71101. Cook Yancey's representation of Bundero began in April 2020. Kingston's address is 2790 South Thompson Street, Suite 102, Springdale, Arkansas, 72764. Cook Yancey's representation of Kingston began in April 2020. AEH's address is 333 Texas Street, Suite 1414, Shreveport, Louisiana 71101. Cook Yancey's representation of AEH began in April 2020. JAH's address is 333 Texas Street, Suite 1414, Shreveport, Louisiana. Cook Yancey's representation of JAH began in April 2020. HOS's address is P.O. Box 608, Oxford, Mississippi 38655. Cook Yancey's representation of HOS began in April 2020. KMR's address is P.O. Box 417, Homer, Louisiana 71040. Cook Yancey's representation of KMR began in April 2020. Youngblood's address is P.O. Box 5926, Shreveport, Louisiana 71135. Cook Yancey's representation of Youngblood began in April 2020. Hall's address is 4913 Oak Point Drive, Shreveport, Louisiana 71107. Cook Yancey's representation of Hall began in May 2020. Cook Yancey was retained by each of the Cook Yancey Clients as bankruptcy counsel in the Debtors' Chapter 11 bankruptcy case. Each Cook Yancey Client has consented in writing to Cook Yancey's representation of each Cook Yancey Client in the captioned bankruptcy case and agreed to waive any conflict of interest. The Cook Yancey Clients have engaged Cook Yancey and have authorized Cook Yancey to represent them in connection with the captioned bankruptcy case, but they have not signed any instrument empowering Cook Yancey to act on their behalf. Cook Yancey does not own a claim against or interest in the Debtors or their bankruptcy estate. Cook Yancey does not believe that its representation of the interests of any of the Cook Yancey Clients will create a conflict between or be adverse to the interests of any other Cook Yancey Client. Pursuant to Bankruptcy Rule 2019 and any other applicable Federal Rule of Bankruptcy Procedure, Cook Yancey will supplement this Statement upon a material change of any fact contained in this Statement. Counsel for Franks Exploration Company, LLC, et al. can be reached at: COOK, YANCEY, KING & GALLOWAY A Professional Law Corporation Jordan B. Bird, Esq. 333 Texas Street, Suite 1700 P.O. Box 22260 Shreveport, LA 71120-2260 Telephone: (318) 221-6277 Direct Dial: (318) 227-7751 Facsimile: (318) 227-7850 Email: jordan.bird@cookyancey.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/6aeSDj About Sklar Exploration Company Sklar Exploration Company, LLC -- https://sklarexploration.com/ -- is an independent exploration production company owned and managed by Howard F. Sklar. With offices in Boulder, Colo., Shreveport, La., and Brewton, Ala., Sklar owns interests in oil and gas wells located throughout the United States. Its exploration and production activities have historically focused on the hydrocarbon-rich Lower Gulf Coast basins and in the Interior Gulf Coast basins of East Texas, North Louisiana, South Mississippi, South Alabama, and the Florida Panhandle. Sklar Exploration Company and Sklarco, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 20-12377) on April 1, 2020. At the time of the filing, Sklar Exploration had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Sklarco disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Elizabeth E. Brown oversees the cases. The Debtors are represented by Kutner Brinen, P.C. SS BODY ARMOR: Potter Anderson Represents Equity Group ------------------------------------------------------ In the Chapter 11 cases of SS Body Armor I, Inc., et al., the law firm of Potter Anderson & Corroon LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing Jon Jacks, Chong Sin, Daniel Khaykis, John Malone, Rodney McFadden, Jeff Dardarian, and Mohawk Capital, LLC. As of May 28, 2020, Equity Group members and their disclosable economic interests are: Equity Securities Held on November 10, 2015 Class 6 Trust Interests Acquired November 23, 2015 -------------------------- Jon Jacks 3,150,000 1479 Ashford Ave., #912 San Juan, PR, 00907 John Malone 852,908 5400 Bosque Blvd., Ste. 308 Waco, TX 76712 Jeff Dardarian 493,297 235 East 44th St., Apt. 9d New York, NY 10017 Rodney McFadden 420,245 P.O. Box 1292 Franklin, TX 77856 Daniel Khaykis 480,013 24-01 Watkins Ave. Fair Lawn, NJ 07410 Chong Sin 347,797 32 Eastview Terrace Demarest, NJ 07627 Mohawk Capital, LLC 195,376 123 Harrison St. Lawrence, NY 11559 Pursuant to the Plan, the Pursuant to section 4.6(b) of the Plan, the Equity Group's equity interests in the Debtor were deemed cancelled, null and void on November 23, 2015. Those interests were replaced by Class 6 Trust Interests, which were acquired on the Effective Date pursuant to the Plan. The Class 6 Trust Interests were allocated based on the Old Common Stock Interests held by the Class 6 Interest Holder as of the Distribution Record Date. The Equity Group understands that their Old Common Stock Interests held as of November 10, 2015 are equivalent to the amount of Class 6 Interests held by them following the Effective Date. Exhibit A reflects this understanding. Counsel to the Equity Group can be reached at: POTTER ANDERSON & CORROON LLP Jeremy W. Ryan, Esq. R. Stephen McNeill, Esq. 1313 North Market Street, Sixth Floor P.O. Box 951 Wilmington, DE 19801 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/lT1J8i and https://is.gd/O0KtWM About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. In October 2011, the Debtors sold substantially all assets to Point Blank Enterprises, Inc. The lead debtor changed its name to SS Body Armor I, Inc., following the sale. STA VENTURES: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: STA Ventures, LLC 145 Houze Way Roswell, GA 30076 Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 20-66843 Debtor's Counsel: Jimmy L. Paul, Esq. CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUGHTRY 191 Peachtree Street, NE 46th Floor Atlanta, GA 30303-1747 Tel: 404-659-1410 E-mail: jimmy.paul@chamberlainlaw.com Debtor's Appraiser: Thomas C. Carson, Ph.D., MAI Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen T. Allen, managing member. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/T8uh3g TEMERITY TRUST: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Temerity Trust Management, LLC 9135 Hazen Drive Beverly Hills, CA 90210 Business Description: Temerity Trust Management, LLC operates in the motion picture and video industries. Chapter 11 Petition Date: June 1, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-15015 Judge: Hon. Barry Russell Debtor's Counsel: Kurt Ramlo, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 E-mail: kr@lnbyb.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by William K. Sadleir, manager. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://is.gd/QjgAsE TEMPLAR ENERGY: Files for Chapter 11 to Sell Assets --------------------------------------------------- Templar Energy LLC and its subsidiaries sought Chapter 11 bankruptcy protection on June 1, 2020, to address its existing debt burdens. Through the chapter 11 cases, Templar seeks to consummate a sale of all or substantially all of its assets through a court-supervised process under Section 363 of the Bankruptcy Code. Over the last several months, Templar has undertaken concerted efforts to address substantial challenges facing the Company and mitigate the adverse effects of declining commodity prices, exacerbated by the COVID-19 pandemic. The June 1 announcement represents an agreement reached between Templar and its secured lenders to maximize the value of the Company's assets and eliminate approximately $426 million in aggregate principal amount of secured debt along with approximately $20 million in annual interest expense. To effect the Section 363 Sale, Templar has commenced voluntary chapter 11 cases in the Bankruptcy Court for the District of Delaware with the support of its secured lenders. The Company has also received commitments from certain of its existing secured lenders for $25 million in new money "debtor-in-possession" (DIP) financing. Templar intends to use the proceeds of the DIP financing, which is subject to court approval, to fund its operations during the chapter 11 cases. Templar is also seeking court approval of a variety of other motions to ensure that outstanding obligations to employees, royalty holders, joint interest parties, land owners, and all trade claims, including to oil and gas vendors, continue to be paid in the ordinary course of business. "Templar is continuing to operate its business in the ordinary course as we seek to maximize the value of our assets in a court-supervised sale process," said Brian Simmons, chief executive officer. "With DIP financing and the support of the company's secured lenders, Templar will have sufficient liquidity to continue paying our royalty owners, vendors, and employees. Over the last several months, with the help of our advisors, Templar has been exploring various strategic alternatives. In the current economic environment, I believe that our selected course of action will bring the best possible outcome to all of Templar's stakeholders." Prepetition Capital Structure As of the Petition Date, the Company has outstanding funded debt obligations of approximately $426 million in principal amount, plus accrued and unpaid interest and fees of approximately $30 million, under the RBL Facility with Bank of America, N.A., as administrative agent. The Debtors had approximately $9.7 million in ordinary course trade debt owed to third parties that was unpaid as of the Petition Date. The Company is privately owned. In connection with the 2016 Restructuring, Holdcorp issued new Class A and Class B Common Units, and Holdings issued new Class A Common Units, to Templar's then-existing second lien lenders in exchange for their debt. About Templar Energy Templar Energy LLC and its affiliates, founded in 2012, are independent exploration and production companies, with a core focus on the development and acquisition of oil and natural gas reserves in the Greater Anadarko Basin of Western Oklahoma and the Texas Panhandle. Templar Energy and its operating subsidiaries -- http://templar.energy/-- have acquired substantial assets in the Mid-Continent region covering, as of the Petition Date, approximately 273,400 net acres by directly leasing oil and gas interests from mineral owners. Templar Energy LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11441) on June 1, 2020. Templar Energy was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Guggenheim Securities, LLC is acting as the Company's investment banker, Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel, and Alvarez & Marsal North America, LLC, is acting as financial advisor. Young Conaway Stargatt & Taylor, LLP, is local co-counsel. Kurtzman Carson Consultants LLC is claims agent, maintaining the page http://www.kccllc.net/TemplarEnergy TEMPLAR ENERGY: Unsecured Creditors Out of Money in Wind-Down Plan ------------------------------------------------------------------ Templar Energy, LLC, et al., commenced Chapter 11 cases to permit them to effectuate a sale of their assets. In conjunction with the filing of the Chapter 11 cases, the Debtors will file a motion seeking, among other things, approval of proposed bidding procedures, the procedures in connection with the Debtors' selection of a stalking horse bidder and related bid protections, and the sale. The Debtors are seeking to have both approval of the Sale and confirmation of the Plan heard at the same hearing on or around July 13, 2020, subject to the Court's availability. Contemporaneously with the sale process, the Debtors and the RBL Agent began discussions regarding the terms of a consensual chapter 11 case. After considerable arm's-length negotiations, the Debtors, the RBL Agent, and the Consenting Lenders executed the Restructuring Support Agreement on May 31, 2020. The RSA embodies the Consenting Lenders' consent to and support for funding a value maximizing sale process and responsible wind-down pursuant to the Plan upon the closing of the sale. The Plan filed by the Debtors provides for, among other things: a. Administrative expense claims, priority claims and other secured claims will be paid in full in cash or otherwise rendered unimpaired upon consummation of the Plan; b. The DIP Financing will be repaid in full in cash on the Plan Effective Date from the net proceeds of the Sale; c. An appropriate wind down amount will be reserved from the sale proceeds to administer the Plan, fund disputed claims reserves, and wind down the Debtors' estates; d. Each RBL Lender will receive its pro rata share of the net sale proceeds and all remaining cash held by the Debtors' estates as of the Plan Effective Date, minus (i) cash in an amount sufficient to repay the DIP Financing, (ii) the wind down amount described above, and (iii) the funding of an escrow account to pay the fees and expenses of the Debtors' professionals through the Plan Effective Date; e. Holders of general unsecured claims will not receive any distribution under the Plan; f. Holders of any equity interests in Holdings and Holdcorp will not receive any distribution under the Plan; and g. The Plan Effective Date is conditioned on, among other things, the closing of the sale. About Templar Energy Templar Energy LLC and its affiliates, founded in 2012, are independent exploration and production companies, with a core focus on the development and acquisition of oil and natural gas reserves in the Greater Anadarko Basin of Western Oklahoma and the Texas Panhandle. Templar Energy and its operating subsidiaries -- http://templar.energy/-- have acquired substantial assets in the Mid-Continent region covering, as of the Petition Date, approximately 273,400 net acres by directly leasing oil and gas interests from mineral owners. Templar Energy LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11441) on June 1, 2020. Templar Energy was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Guggenheim Securities, LLC is acting as the Company's investment banker, Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel, and Alvarez & Marsal North America, LLC is acting as financial advisor. Young Conaway Stargatt & Taylor, LLP is local co-counsel. Kurtzman Carson Consultants LLC is claims agent, maintaining the page http://www.kccllc.net/TemplarEnergy TRAVEL LEADERS: Bank Debt Trades at 32% Discount ------------------------------------------------ Participations in a syndicated loan under which Travel Leaders Group LLC is a borrower were trading in the secondary market around 69 cents-on-the-dollar during the week ended Fri., May 29, 2020, according to Bloomberg's Evaluated Pricing service data. The bank debt traded around 74 cents-on-the-dollar for the week ended May 22, 2020. The $631.2 million facility is a term loan. The loan is scheduled to mature on January 25, 2024. As of May 29, 2020, $621.8 million of the loan remains outstanding. The Company's country of domicile is United States. TRI MECHANICAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Tri Mechanical LLC 2015 US Route 34, Ste. K1, 2nd Flr. Oswego, IL 60543 Business Description: Tri Mechanical LLC is a full service contracting company that provides design and build services, equipment, installations, replacement and upgrade of current systems, and retrofitting services. Chapter 11 Petition Date: May 31, 2020 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 20-11762 Judge: Hon. Jacqueline P. Cox Debtor's Counsel: David P. Lloyd, Esq. DAVID P. LLYOD, LTD. 615B S. LaGrange Rd. La Grange, IL 60525 Tel: 708-937-1264 E-mail: info@davidlloydlaw.com Total Assets: $157,155 Total Liabilities: $2,551,893 The petition was signed by Rodd Duff, manager. 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 at: https://is.gd/ROwPcu VOYAGER AVIATION: Moody's Affirms B1 CFR, Outlook Still Negative ---------------------------------------------------------------- Moody's Investors Service has placed the ratings of the following aircraft leasing companies on review for downgrade: AerCap Holdings N.V. (Baa3 backed issuer rating), Aircastle Limited (Baa3 long-term senior unsecured), Aviation Capital Group LLC (Baa2 issuer rating), Avolon Holdings Limited (Baa3 backed issuer rating), and DAE Funding LLC (Baa3 backed long-term senior unsecured). Moody's has also affirmed the B1 corporate family and B2 long-term senior unsecured ratings of Voyager Aviation Holdings, LLC (Voyager); Voyager's outlook remains negative. Ratings placed on review for downgrade reflect Moody's expectation that recovery in the severely disrupted passenger airline industry will be slower to develop than originally anticipated, increasing lessors' financial performance risks. Moody's affirmed Voyager's ratings because the ratings already reflect its financial risks and exposures to the disrupted air travel industry. The disruption in air travel globally is related to the coronavirus pandemic, which Moody's regards as a social risk under its environmental, social and governance framework, given the substantial implications for public health and safety. Its rating actions reflect the negative effects on aircraft lessors of the breadth and severity of the shock, and the deterioration in credit quality, profitability, capital and liquidity it has triggered. On Review for Downgrade: Issuer: AerCap Holdings N.V. Backed LT Issuer Rating, Placed on Review for Downgrade, currently Baa3 Backed Junior Subordinated Regular Bond/Debenture (Foreign Currency), Placed on Review for Downgrade, currently Ba2 (hyb) Issuer: AerCap Ireland Capital D.A.C Backed Senior Unsecured Regular Bond/Debenture (Foreign Currency), Placed on Review for Downgrade, currently Baa3 Backed Senior Unsecured Shelf (Foreign Currency), Placed on Review for Downgrade, currently (P)Baa3 Issuer: AerCap Global Aviation Trust Backed Junior Subordinated Regular Bond/Debenture (Foreign Currency), Placed on Review for Downgrade, currently Ba1 (hyb) Backed Senior Unsecured Shelf (Foreign Currency), Placed on Review for Downgrade, currently (P)Baa3 Issuer: International Lease Finance Corporation Pref. Stock, Placed on Review for Downgrade, currently Ba2 (hyb) Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa3 Issuer: Delos Finance SARL Backed Senior Secured Bank Credit Facility (Foreign Currency), Placed on Review for Downgrade, currently Baa2 Issuer: Flying Fortress Holdings, LLC Backed Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Baa2 Issuer: ILFC E-Capital Trust I Backed Pref. Stock, Placed on Review for Downgrade, currently Ba1 (hyb) Issuer: ILFC E-Capital Trust II Backed Pref. Stock, Placed on Review for Downgrade, currently Ba1 (hyb) Issuer: Avolon Holdings Limited Backed LT Issuer Rating (Foreign Currency), Placed on Review for Downgrade, currently Baa3 Issuer: Global Aircraft Leasing Co., Ltd. Senior Unsecured Regular Bond/Debenture (Foreign Currency), Placed on Review for Downgrade, currently Ba2 Issuer: Avolon Holdings Funding Limited Backed Senior Unsecured Regular Bond/Debenture (Foreign Currency), Placed on Review for Downgrade, currently Baa3 Issuer: Avolon TLB Borrower 1 (US) LLC Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Baa2 Backed Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Baa2 Issuer: Park Aerospace Holdings Limited Backed Senior Unsecured Regular Bond/Debenture (Foreign Currency), Placed on Review for Downgrade, currently Baa3 Issuer: Aircastle Limited Pref. Shelf, Placed on Review for Downgrade, currently (P)Ba2 Subordinate Shelf, Placed on Review for Downgrade, currently (P)Ba1 Senior Unsecured Shelf, Placed on Review for Downgrade, currently (P)Baa3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa3 Issuer: Aviation Capital Group LLC LT Issuer Rating, Placed on Review for Downgrade, currently Baa2 Commercial Paper, Placed on Review for Downgrade, currently P-2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa2 Issuer: AWAS Aviation Capital D.A.C. LT Issuer Rating (Foreign Currency), Placed on Review for Downgrade, currently Baa3 Issuer: DAE Funding LLC Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa3 Affirmations: Issuer: Voyager Aviation Holdings, LLC LT Corporate Family Rating, Affirmed at B1 Senior Unsecured Regular Bond/Debenture, Affirmed at B2 Outlook Actions: Issuer: AerCap Holdings N.V. Outlook, Changed to Rating Under Review from Negative Issuer: AerCap Ireland Capital D.A.C Outlook, Changed to Rating Under Review from Negative Issuer: AerCap Global Aviation Trust Outlook, Changed To Rating Under Review From Negative Issuer: International Lease Finance Corporation Outlook, Changed To Rating Under Review From Negative Issuer: Delos Finance SARL Outlook, Changed To Rating Under Review From Negative Issuer: Flying Fortress Holdings, LLC Outlook, Changed To Rating Under Review From Negative Issuer: ILFC E-Capital Trust I Outlook, Changed To Rating Under Review From Negative Issuer: ILFC E-Capital Trust II Outlook, Changed To Rating Under Review From Negative Issuer: Avolon Holdings Limited Outlook, Changed To Rating Under Review From Negative Issuer: Global Aircraft Leasing Co., Ltd. Outlook, Changed To Rating Under Review From Negative Issuer: Avolon Holdings Funding Limited Outlook, Changed To Rating Under Review From Negative Issuer: Avolon TLB Borrower 1 (US) LLC Outlook, Changed To Rating Under Review From Negative Issuer: Park Aerospace Holdings Limited Outlook, Changed To Rating Under Review From Negative Issuer: Aircastle Limited Outlook, Changed To Rating Under Review From Negative Issuer: Aviation Capital Group LLC Outlook, Changed To Rating Under Review From Negative Issuer: AWAS Aviation Capital D.A.C. Outlook, Changed To Rating Under Review From Negative Issuer: DAE Funding LLC Outlook, Changed To Rating Under Review From Negative Issuer: Voyager Aviation Holdings, LLC Outlook, Remains Negative RATINGS RATIONALE Moody's expects that global air travel demand will remain weaker for longer, resulting in a more protracted and uncertain recovery in the airline industry than previously expected, raising financial performance risks for aircraft leasing companies. Lessors' profitability, cash flow and capital measures will likely weaken more significantly and for a longer period in relation to Moody's rating criteria versus its prior expectations. Furthermore, the depth and duration of the drought in air travel volumes makes it more likely that lessors will need to make significant adjustments to their fleet investments to align with shifts in leased aircraft demand by airlines. These considerations increase downward pressure on the ratings for five aircraft lessors. In Moody's revised baseline scenario, air passenger demand increases towards 2019 levels in 2023, but during the interim weak airline performance results in higher lease defaults as well as lower leased aircraft utilization and lease rates, negatively affecting lessors' rental revenues, earnings and cash flows through 2022. Moody's revised baseline scenario also assumes that lessors agree to temporarily defer 25% of annual rentals to aid struggling airline lessees, also reducing lessors' near-term cash flow, and that a high percentage of these deferrals will be renewed due to airlines continued weak operations. Moody's expects that residual values for certain leased aircraft will significantly and permanently weaken as airlines adjust capacity in response to lower air travel demand. Airlines are permanently reducing capacity by retiring older fleet sooner than originally planned, reducing new aircraft acquisitions, and simplifying operations around fewer aircraft models, actions which could have negative implications for airlines' demand for leased aircraft, especially older aircraft. If air travel demand remains subdued for an extended period, the long-term productivity and value of out-of-production and older vintage aircraft owned by lessors will fall, leading to impairment charges that, though non-cash, would weaken lessors' capital positions and base of revenues. Longer-term shifts in air travel demand could also require that lessors make more significant adjustments to aircraft fleet compositions and investment strategies to accommodate airlines' evolving long-term demand for leased aircraft. Moody's expects that leasing will remain an important source of aircraft acquisition capital for the airline industry, but adjusting fleet to align with revised demand conditions will lower earnings and cash flow and weaken capital positions during the transition, pointing to higher risk. Aircraft leasing companies rated by Moody's generally have stronger liquidity than most global airlines, which provides flexibility for lessors to extend temporary rental relief to airlines while also meeting debt maturity and aircraft purchase obligations under Moody's stress scenario. Liquidity strength also provides leeway for lessors to adjust strategies to maintain high long-term relevance to airlines as a source of capital for their aircraft fleets. Moody's estimates that the five leasing companies whose ratings are under review for downgrade have sufficient liquidity to repay maturing debt and fund capital expenditures commitments for more than one year, based on first quarter 2020 financial disclosures and subsequently announced liquidity actions, including rescheduled or canceled aircraft purchase orders and new borrowing commitments. However, lessors' ability to refinance debt through conventional unsecured markets is less certain, and while secured debt remains an alternative, costs and terms are expected to be less favorable than in the past. The severity and duration of the pandemic and travel restrictions remain highly uncertain, particularly given the threat of an increase in the number of infections as social distancing practices across the US and other countries become less stringent in upcoming weeks and beyond. As a result, there are additional downside risks to lessors' financial performance which contribute to Moody's decision to review the ratings of the five lessors. During its ratings review, Moody's will assess the quality of each lessor's planning and execution in response to contingencies that could affect the strength of their long-term business propositions in an evolving industry. Contingencies relate to a longer period of low air travel volumes, significant contraction in the airline industry and higher defaults, permanently lower demand and values for at-risk fleet aircraft, and contraction in access to efficient sources of capital. Moody's will also assess each lessor's prospects for generating financial performance metrics at levels compatible with existing ratings, assuming air travel improves significantly by 2023 as assumed under Moody's baseline scenario. Moody's regards the coronavirus pandemic as a social risk under its ESG framework, given the substantial implications for public health and safety. Please see Moody's Environmental risks and Social risks heatmaps for further information. Its rating actions reflect the impact on aircraft lessors of the breadth and severity of the shock, and the deterioration in credit quality, profitability, capital and liquidity it has triggered. Following is the rating rationale supporting individual leasing company rating actions. AerCap Holdings N.V. (AerCap) Moody's is reviewing AerCap's Baa3 backed issuer rating for downgrade to reflect Moody's expectations of a slower and weaker recovery in air travel that results in lower demand for leased aircraft and higher risks to earnings, cash flow, liquidity and capital positions, potentially weakening the company's credit profile for an extended period. AerCap has a strong liquidity position currently, a large fleet and base of customers, and a history of strong operating performance, which supports the company's leading competitive positioning in commercial aircraft leasing. Under Moody's calculation, AerCap has sufficient liquidity to cover more than 1.5 years of cash requirements for debt repayments and capital expenditures. Liquidity sources include cash flow stressed under Moody's baseline scenario, including rent deferrals and lower rental revenue due to higher airline defaults and lower aircraft lease utilization. AerCap has $2.5 billion of senior unsecured debt maturities in the second half of 2020, which Moody's views as manageable given the company's liquidity resources. AerCap began the year with approximately $3.5 billion of aircraft acquisition commitments in 2020 and $4.4 billion in 2021, but it has announced a significant restructuring of its commitments, resulting in a reduction of remaining 2020 commitments to $1.1 billion and approximately $2.5 billion for 2021. AerCap has demonstrated strong management of fleet risks, lease renewals and new lease placements. The company has strengthened its fleet composition in recent years, reducing its exposure to the more volatile residual risks on aging aircraft, but it has a more significant investment in wide-body aircraft than peers, which increases its remarketing risks compared to fleets with a higher proportion of more liquid narrow-body aircraft. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS AerCap's ratings could be downgraded if: 1) Moody's estimates that AerCap will be unable to produce profitability and cash flow metrics by the end of 2023 that are consistent with the current ratings, including net income to average assets of at least 1%; 2) liquidity in relation to expenditures and debt maturities (one-year horizon) declines to less than 120%, 3) the company significantly increases its encumbered assets, and 4) debt-to-equity leverage increases more than Moody's expects due to high impairment charges. A rating upgrade is unlikely given the review for downgrade. The ratings could be confirmed if: 1) Moody's expects that the company will generate profitability and cash flow ratios consistent with current ratings by 2023, 2) liquidity coverage (one-year) remains above 120%, 3) fleet residual value risks decline, and 4) the company's management of capital and leverage remain strong. Aircastle Limited (Aircastle) The review of Aircastle's Baa3 long-term senior unsecured rating for downgrade reflects Moody's expectations of a more extended and weaker recovery in air travel that results in higher risks to earnings, cash flow, liquidity and capital positions. Aircastle was recently acquired by Marubeni Corporation (Baa2 stable) and Muzuho Leasing, providing enhanced stability, eliminating Aircastle's exposure to equity market confidence sensitivity and potentially improving the company's operating flexibility and expand funding alternatives, especially in Japan. Aircastle has adequate liquidity and capital positions, but its fleet includes aircraft that Moody's believes could be more vulnerable to lower utilization in a significantly contracted air travel industry. Moody's estimates that Aircastle has more than one year's liquidity coverage and that the company's liquidity management actions will likely extend its liquidity runway. The company's historically strong access to the unsecured debt markets has resulted in a high balance of unencumbered aircraft, which is positive for liquidity. Aircastle has a strong competitive position as a lessor of mid-life and older commercial aircraft, but it is exposed to residual risks of aircraft that are on average older than those of many peers. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Aircastle's ratings could be downgraded if: 1) Moody's estimates that Aircastle will be unable to produce profitability and cash flow metrics by the end of 2023 that are consistent with the current rating, including net income to average assets of at least 1%; 2) liquidity in relation to expenditures and debt maturities (one-year horizon) declines to less than 120%, 3) debt-to-equity leverage increases more than Moody's expects due to high impairment charges; 4) the company's competitive positioning otherwise is expected to weaken. A rating upgrade is unlikely given the review for downgrade. The ratings could be confirmed if: 1) Moody's expects that the company will generate profitability and cash flow ratios consistent with current ratings by 2023, 2) the company maintains stronger than peer average liquidity, 3) fleet residual value risks decline, and 4) the company's management of capital remains strong, resulting in a debt-to-equity leverage ratio lower than peer average. Aviation Capital Group LLC (ACG) The review of ACG's Baa2 issuer rating for downgrade is based on Moody's expectation of a more extended and weaker recovery in air travel that results in higher risks to earnings, cash flow, liquidity and capital positions, which could weaken the company's credit profile for an extended period. ACG has strong current liquidity, a fleet comprised primarily of recent vintage narrow-body aircraft, as well as a strong capital position and long history of profitable operations. Moody's estimates that ACG's liquidity resources are sufficient to meet the company's cash needs for debt repayment, aircraft acquisitions and operating expenses for over 1.5 years under Moody's baseline scenario. ACG has a manageable $600 million of senior unsecured debt due in October of this year. ACG began the year with aircraft acquisition commitments of $1.5 billion in 2020 and $2.5 billion in 2021 for narrow-body aircraft, but Moody's expects that the actual expenditures in both years will be much lower, helping to maintain the company's liquidity runway. In recent years, ACG has had strong access to the unsecured debt markets, resulting in low reliance on secured funding and a largely unencumbered fleet, strengthening its liquidity. ACG maintains a conservative capital position with a ratio of debt to tangible equity of 1.9x at 31 March 2020, lower than rated peers. In December 2019, ACG was acquired by Tokyo Century Corporation, which Moody's expects will be supportive of ACG's operating objectives and liquidity position. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS ACG's ratings could be downgraded if: (1) Moody's estimates that the company will be unable to produce profitability and cash flow metrics by the end of 2023 that are consistent with the current rating, including net income to average assets of at least 1%, (2) liquidity coverage of debt and capital expenditures (one year horizon) declines to less than 150%, (3) impairment charges result in an increase in leverage above 3.5x; and (4) the company's competitive positioning otherwise is expected to weaken. Rating upgrades are unlikely given the review for downgrade. The ratings could be confirmed if: (1) Moody's expects that the company will generate profitability and cash flow ratios consistent with current ratings by 2023, (2) the company maintains strong liquidity coverage (one-year) of more than 150%, (3) fleet residual value risks decline, and (4) the company's management of capital remains strong, resulting in a debt-to-equity leverage ratio of not more than 3.5x in 2023. Avolon Holdings Limited (Avolon) The review of Avolon's Baa3 backed issuer rating for downgrade is based on Moody's expectations of a more extended and weaker recovery in air travel that results in higher risks to earnings, cash flow, liquidity and capital positions, weakening the company's credit profile for an extended period. Avolon's liquidity management is strong, it maintains moderate leverage and has an established competitive position as one of the largest aircraft leasing companies globally. Moody's expects that Avolon's sources of liquidity, including cash, committed borrowing availability and cash flow will be sufficient to cover more than 1.5 years of the company's debt repayment and aircraft acquisition requirements under Moody's baseline scenario, which includes negative effects on cash flow from the weakened credit quality of airlines. Avolon has manageable debt maturities, with its next maturity of senior unsecured debt occurring in March 2021 in the amount of $300 million. Avolon has significantly restructured its aircraft purchase commitments in 2020, reducing 2020 capex to a full-year total of about $2 billion and 2021 to $2.8 billion from what initially was approximately $4 billion in both 2020 and 2021. Avolon's lead indirect shareholding is by HNA Group, whose airline operations represent Avolon's largest customer exposure, and which has experienced significant liquidity challenges. But Avolon's operating stability and governance were strengthened by ORIX Corporation's (A3 negative) 30% investment in Avolon in November 2018. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Avolon's ratings could be downgraded if: (1) Moody's estimates that the company will be unable to produce profitability and cash flow metrics by the end of 2023 that are consistent with the current rating, including net income to average assets of at least 1%, (2) the company's liquidity in relation to debt maturities and aircraft purchase commitments (one-year horizon) weakens to less than 120%; (3) debt-to-equity leverage rises more than Moody's expects given potential aircraft impairment charges and is not expected to decline; or (4) encumbered assets increase materially. Rating upgrades are unlikely given the review for downgrade. The ratings could be confirmed if: (1) Moody's expects that the company will generate profitability and cash flow ratios consistent with current ratings by 2023, (2) liquidity coverage (one-year) remains above 120%, (3) fleet residual value risks decline, and (4) the company's management of capital and leverage remain strong. DAE Funding LLC The review for downgrade of the Baa3 long-term senior unsecured rating of DAE Funding LLC, a subsidiary of Dubai Aerospace Enterprise Ltd, reflects Moody's expectations of a more extended and weaker recovery in air travel that results in higher risks to earnings, cash flow, liquidity and capital positions, which could weaken the company's credit profile for an extended period. DAE has better-than-peer average liquidity strength, disciplined risk management processes, and its unique access to capital and customers in the United Arab Emirates (Aa2 stable) differentiates the company's business proposition versus competitors. Moody's estimates that DAE's liquidity provides two year's coverage of cash requirements under Moody's baseline scenario as of 31 March 2020, reflecting strong cash balances and available borrowing commitments, manageable debt maturities and absence of material aircraft purchase commitments. DAE has $432 million of senior unsecured debt maturing in August 2020, $577 million of unrestricted cash, and committed borrowing availability of $2.2 billion. DAE has diversified its funding to include a higher proportion of unsecured debt, reducing its reliance on secured debt and increasing unencumbered assets. DAE's aircraft fleet is balanced by model and type and features average age and remaining lease term comparable to rated peer median. DAE's leverage has declined, reflecting strong cash flows and sale of aircraft. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS DAE's ratings could be downgraded if: (1) Moody's estimates that the company will be unable to produce profitability and cash flow metrics by the end of 2023 that are consistent with the current rating, including net income to average assets of at least 1%, (2) the company's liquidity in relation to debt maturities and aircraft purchase commitments weakens to less than 120%; (3) debt-to-equity leverage rises more than Moody's expects given potential aircraft impairment charges and is not expected to decline; or (4) encumbered assets increase materially. The review for downgrade indicates that rating upgrades are unlikely. The ratings could be confirmed if: (1) Moody's expects that the company will generate profitability and cash flow ratios consistent with current ratings by 2023, (2) liquidity coverage (one-year) remains above 120%, (3) fleet residual value risks decline, and (4) the company's management of capital and leverage remain strong. Voyager Aviation Holdings, LLC (Voyager) Moody's affirmation of Voyager's B1 corporate family and B2 long-term senior unsecured ratings considers that the risks from challenging operating conditions from disruption in the aviation sector relating to the coronavirus outbreak are already reflected its ratings. Voyager's ratings reflect the company's small competitive scale compared to rated peers, higher aircraft and airline lessee concentrations, and limited alternate liquidity but also the relatively low average age and long average remaining lease term of the company's aircraft fleet and the stronger average credit quality of the company's airline customers compared to certain peers. Moody's expects that these factors should provide lower asset and earnings volatility that offsets risks associated with the company's less-granular fleet and customer exposures relative to rated peers. Most of Voyager's funding is provided by amortizing secured debt whose debt service is supported by the cash flows generated by pledged aircraft and associated leases. Voyager's next senior unsecured debt maturity is in 2021. The company has no committed revolving credit facility, which limits its liquidity strength compared to peers, but the company also has no firm aircraft purchase commitments. Voyager's credit challenges include its exposure concentrations to wide-body aircraft and certain airline lessees, owing to its small fleet of 18 aircraft. Additionally, the company's leverage is higher than peer average. Voyager's outlook remains negative, reflecting the weakened operating performance of airlines relating to the coronavirus pandemic and the anticipated negative effects on Voyager's earnings and cash flow over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook indicates that rating upgrades are unlikely over the next 12-18 months. However, the ratings could be upgraded if the company: (1) improves fleet risks by diversifying its aircraft investments to include new vintage narrow-body aircraft; (2) significantly reduces airline customer and fleet concentrations; (3) generates stronger financial performance that results in a sustainable ratio of net income to average assets of at least 1.0% annualized; and (4) permanently reduces its ratio of debt to tangible net worth to less than 3.5x. Moody's could downgrade Voyager's ratings if the company: (1) increases its debt/tangible net worth ratio to more than 4.0x; (2) increases the proportion of secured debt in its funding structure to more than 60%; (3) experiences a deterioration operating prospects including from a prolonged disruption in air travel and weakening of airline credit quality; or (4) weakens its liquidity position. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. WADSWORTH ESTATES: Seeks to Hire Caluda Group as Counsel -------------------------------------------------------- Wadsworth Estates, LLC, seeks authority from the United States Bankruptcy Court for the Eastern District of Louisiana to employ William G. Cherbonnier, Jr., Esq. and the Caluda Group, LLC, as its counsel. Wadsworth requires Caluda to: a. take necessary action to protect and preserve the Debtor's estae, including the prosecution of actions ont he Debtor's behalf, th defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; c. take all necessary actions in connection with a chapter 11 plan and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; and d. perform all other necessary legal services in connection with the prosecution of this Chapter 11 Case. Caluda Group will charge these hourly rates: William G. Cherbonnier, Jr. $295 Associated Attorneys $195 Paralegals/legal assistants $75 Mr. Cherbonnier assured the court that he is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: William G. Cherbonnier, Jr., Esq. THE CALUDA GROUP, LLC 516 Veterans Blvd., Suite 202 Metairie, LA 70005 Tel: (504) 309-3304 E-mail: wgc@billcherbonnier.com About Wadsworth Estates Wadsworth Estates is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Wadsworth Estates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. 20-10540) on March 10, 2020. In the petition signed Ashton J. Ryan, Jr., managing member, the Debtor estimated between $10 million to $50 million in both assets and liabilities. William G. Cherbonnier, Jr., Esq. at the CALUDA GROUP, LLC, represents the Debtor as counsel. WASHINGTON PRIME: Fitch Cuts LT IDR to CCC+, Outlook Negative ------------------------------------------------------------- Fitch Ratings has downgraded the ratings of Washington Prime Group, Inc. and its operating partnership, Washington Prime Group, L.P., including the Long-Term Issuer Default Rating, to 'CCC+' from 'B'. Fitch has also downgraded WPG's senior unsecured rating to 'B-'/'RR3' from 'BB-'/'RR2'. The Rating Outlook is Negative. The deterioration of the operating performance of WPG's mall assets and its capital access has severely limited the company's ability to navigate coronavirus-related retailer tenant stress. Fitch expects property-level fundamentals will remain pressured by store closures and bankruptcies of weaker performing retailers, intensified by the current social distancing and wide spread retailer closures, which will challenge the company's ability to sustain portfolio and financial metrics. The acceleration of store closures and bankruptcy activity of department stores (e.g. Macy's, JC Penney) will trigger the activation of co-tenancy clauses throughout WPG's portfolio in 2H20 and FY21. The company's already challenged cash flow profile has been hampered further by the significant non-payment of rent throughout its portfolio. WPG collected 30% of April rent (25% mall; 50% open air), and Fitch expects collections to remain at similar levels or lower through at least 2Q20 due to the challenge of attracting customers to enclosed retail assets, even for locales that have reopened non-essential businesses. Investment needs prior to the pandemic were already at a level that required triaging of redevelopment capital. The increase in the rate of expected store closures in combination with declining capital availability will exacerbate the loss of competitive positioning for even WPG's strongest assets. WPG has drawn substantially all of its remaining revolver capacity and will require waivers from its bank lenders to avoid breaching a leverage covenant in either 2Q20 or 3Q20. Fitch believes that there is a high likelihood for WPG's bank lenders to require collateralization of its credit facility to obtain covenant waivers. WPG's remaining unencumbered pool, including many of its better performing open air assets, and the demonstration of access to new mortgage capital in early 2019 were key factors supporting the 'B' IDR. The anticipated dilution of the remaining unencumbered pool and Fitch's expectations of greater scrutiny and rising performance hurdles for any retail-based lending will minimize the remaining capital access afforded the company prior to the pandemic Fitch's updated 'RR3' recovery ratings on all senior unsecured obligations assume the company enters a bankruptcy event with the obligations pari passu. Within the unsecured obligation rating actions, Fitch has placed the company's revolving credit facility and bank term loans on Rating Watch Positive due to the potential for positive recovery implications should the company's bank lenders receive collateral in exchange for providing the necessary covenant waivers. Under this scenario, the expected recovery for holders of WPG's 2024 unsecured bond would be negatively impacted, thus Fitch has placed the obligations on Rating Watch Negative to reflect this downside risk. Further, if WPG's unsecured bond recoveries were expected to fall in the range of 0%-10%, consistent with its preferred stock, Fitch would notch the preferreds down three from the IDR as opposed to the current two notches to reflect the seniority of the unsecured debt. For this reason, Fitch has also placed the ratings of the preferred stock on Rating Watch Negative. KEY RATING DRIVERS Eroding Cash Flows: Fitch expects WPG's operating performance to deteriorate further in the near term, marked by mid- to high-single-digit SSNOI declines in the consolidated core portfolio (Tier I and Open Air) per annum through FY21. WPG's operating performance has been diminished by negative retailer trends, in particular department store anchor closures and bankruptcies within its mall portfolio that have induced incremental occupancy and rental income losses through co-tenancy clauses. Weak Relative Capital Access: WPG's access to capital has been limited to its unsecured credit facility and select mortgage activity. The company has drawn substantially all of its remaining revolver capacity and lenders are expected to exhibit limited interest in extending capital to retail-based real estate without a significant grocery component. WPG has had no tangible access to the REIT unsecured bond market or public equity markets. The company does have some runway prior to the maturity of its credit facility in December 2022, but Fitch anticipates obtaining covenant waivers could require some form of collateralization which would materially dilute the company's remaining unencumbered asset portfolio. Low UA/UD: Fitch believes WPG retains material value in its unencumbered portfolio through its Tier I and Open Air assets. Unencumbered asset coverage of unsecured debt (UA/UD) was 0.9x when applying a stressed 14.0% capitalization rate to 1Q20 annualized unencumbered NOI, excluding Tier II assets. The presumed finance of the company's best remaining unencumbered assets is one of the few avenues available to access additional liquidity to fund its capital needs. Credit Metrics Weak, Declining: Fitch expects that leverage will rise to the low-9x range as the company will have difficulty maintaining its revenue base once department store anchors and weaker performing retailers begin vacating space as soon as 2H20. Investment needs continue to rise within the portfolio but declining cash flow generation will further limit the already thinly spread available capital. WPG's leverage is likely to be buffered at the margin by the company's ability to shed non-performing assets and the committed mortgages at maturity with minimal direct EBITDA impact. WPG's leverage was 7.8x for the TTM ended March 31, 2020, up from 7.3x for the year ended Dec. 31, 2019. When treating 50% of WPG's preferred stock and 100% of redeemable noncontrolling interests as debt, leverage would be 8.1x. Fitch expects fixed charge coverage to decline to the mid-1x range and sustain at that level through the forecast period. WPG's TTM fixed charge coverage was 1.9x, down from 2.0x for the year ended Dec. 31, 2019. Recovery Ratings: Fitch's recovery analysis assumes WPG would be considered a going-concern in bankruptcy and the company would be reorganized rather than liquidated. Fitch applies individual stressed capitalization rates, based on the addition of 250bps to January 2020 estimated market cap rates for the Tier I and Tier II mall assets and 100bps to the open-air assets, to the 1Q20 NOI generated by each tier of asset to determine a weighted average stressed capitalization rate of 15.5%. The stressed cap rates applied to each asset tier are as follows: Tier I malls, 16.5%, Tier II and noncore malls, 26.9%, Open Air centers, 9.5%. 1Q20 annualized consolidated NOI of $373 million is discounted by 12.7%, based on anticipated SSNOI declines of 3.8% in fiscal 2020 and 9.3% in fiscal 2021, and added to forecasted 6% redevelopment yields on $85 million of expected redevelopment spending through 2021. The weighted average stressed cap rate of 15.5% is applied to the post-reorganization NOI of $330 million to determine a recoverable value for the real estate portfolio. This value is combined with a discounted valuation of non-real estate assets, including the book equity of unconsolidated joint ventures, to determine a net recoverable value available to holders of WPG's obligations of $2.2 billion, after applying a 10% to administrative costs and priority claims. There is no assumption of concession allocation to unsecured claims due to expected recoveries of the unsecured bonds in the 50%-70% range. Fitch assumes that WPG's $650 million revolving credit facility is fully drawn in a bankruptcy scenario, and includes that amount in the claim's waterfall. Fitch also assumes that all $1.1 billion in outstanding first-lien mortgages are fully repaid via the recoverable value in a going concern scenario. The distribution of value yields a recovery ranked in the 'RR3' category for the senior unsecured revolver, terms loans, and 2024 unsecured bond based on Fitch's expectation of recovery for the obligations in the 50%-70% range, and the 'RR6' category for the preferred stock based on recovery in the 0%-10% range. Under Fitch's Recovery Criteria, these recoveries result in notching one level above the IDR for the unsecured obligations to 'B-' and notching two levels below the IDR to 'CCC-' for the preferred stock. Should the company be required to collateralize its credit facility with some, or all, of its remaining unencumbered asset pool, Fitch would envision a materially weaker recovery for the 2024 unsecured bonds. The recoveries of WPG's unsecured obligations are approximately $470 million lower than Fitch's January 2020 recovery analysis reflecting the eroding performance of the operating portfolio in 1Q20, expectations of weaker performance in FY20 and FY21 due to accelerating department store closures/bankruptcies and associated cotenancy clause effects, a weakened cash flow profile expected to limit WPG's ability to invest in redevelopment, as well as more conservative cap rate assumptions in valuing the company's mall assets. DERIVATION SUMMARY WPG's relative levels of occupancy, SSNOI growth, leasing spreads and tenant sales productivity in its consolidated mall portfolio are marginally better than CBL & Associates and considerably weaker than Simon Property Group (SPG; A/Stable). WPG's open air retail assets have generally performed well based on reported occupancy levels and SSNOI growth, but the disclosed performance figures include WPG's unconsolidated joint venture assets and open-air tenant-level performance data is limited. Fitch estimates that the Open Air portfolio generates approximately one-third of consolidated NOI. WPG's leverage in the high-7x to high-8x range is comparable to CBL's but significantly higher than SPG which historically sustained leverage in the low-5x range prior to accounting for the Taubman acquisition. Further, WPG's contingent liquidity, as measured by UA/UD, is estimated at 0.9x compared to CBL's of 0.5x and SPG's in the mid- to high-2x. WPG exhibited better capital access than CBL prior to the pandemic, but Fitch believes that capital access will be restricted to a level that will make the redevelopment and re-tenanting of its asset base increasingly challenging. SPG has exhibited market-leading capital access through-the-cycle to both the bond and equity markets. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer Revenue/NOI: - Annual SSNOI growth in the negative 4%-10% range for FY20-FY21 (Tier I and Open Air assets) with weakness accelerating in FY21 as activation of cotenancy clauses ramps up significantly with the closures of department stores in the 2H20 into FY21 (e.g. Macy's, JC Penney); - Tier II and noncore assets generate approximately $40 million in NOI on annualized basis. Fitch assumes that the NOI generation is halved in FY20 due to tenant failure and inability to pay. Deed-in-lieu foreclosures (asset givebacks) then account for approximately $15 million in lost NOI in FY21-FY22. The remaining $5 million in NOI is run off in FY23 as these assets close permanently; - Fitch assumes one-quarter of full year 2020 rent is deferred for 70% of WPG tenant roster, approximating $105 million in unpaid rent. This amount is included as straight-line rent; - Fitch assumes that 25% of the deferred rents are ultimately repaid in FY21 with the remainder written off as uncollectible due to tenant failure and/or inability to repay upon reopening. - Annual recurring UJV distributions of $25 million, 25% reduction from normalized FY19 levels; Cash Flow/Capex: - Deed-in-lieu transactions of $120 million in FY21 and $100 million in FY22 (consistent with NOI run off discussed above for Tier II and noncore assets); - Annual recurring capex of approximately $40 million in FY20 and $50 per annum in FY21-FY23. Reduced from $60 million per annum expectations prior to pandemic given cash flow constraints; - Annual (re)development spend of $60 million for FY20 and $25 million per annum in FY21-FY23. The weighted average initial yield on cost for projects is estimated at 6%. Prior to pandemic Fitch had anticipated approximately $100 million in annual redevelopment spend at initial yields of 7%-8%; - Total asset sales (outparcels) of approximately $35 million in FY20, $20 million in FY21, $15 million in FY22, and $10 million in FY23; - Mortgage refinancing requires partial principal reduction in many cases as lending is more heavily scrutinized; - No further dividend payments in FY20 beyond $28 million payment in 1Q20. Fitch includes same level of dividend payments in FY21-FY23 but notes that this level could be higher/lower depending on taxable income levels and implications on REIT distribution requirements. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Improved financial flexibility stemming from an increase in capital markets access, including the unsecured debt market and the public equity market; - Sustained improvement in operating fundamentals or asset quality (e.g. sustained positive SSNOI results and/or corporate earnings growth); - Fitch's expectation of UA/UD exceeding 1.0x; - Fitch's expectation of net debt to recurring operating EBITDA sustaining below 7.5x; - Fitch's expectation of REIT fixed charge coverage sustaining above 1.25x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Reduced financial flexibility and/or a deteriorating liquidity profile stemming from the collateralization of the company's unsecured credit facility, difficulty refinancing debts, or a debt restructuring/exchange; - Sustained deterioration in operating fundamentals or asset quality (e.g. sustained negative SSNOI results and/or corporate earnings growth); - Fitch's expectation of UA/UD sustaining below 1.0x; - Fitch's expectation of REIT fixed charge coverage sustaining below 1.0x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE WPG's base case liquidity coverage of 0.6x through the end of 2021 is weak but adequate for the rating. Fitch assumes the company continues to pay an annual dividend of just $0.125/share, or $28 million per annum, through the forecast period as asset impairments and credit losses limit WPG's taxable income. WPG drew $120 million from its revolving credit facility in April 2020, leaving $3 million of remaining capacity on its existing $650 million revolver. WPG has no unsecured debt maturities before its revolver and $350 million term loan mature in December 2022, assuming revolver extension options are exercised. The company's other $340 million bank term loan matures a few weeks later in January 2023. The company is in active discussions with its bank lenders for covenant waivers as reduced cash collections are expected to result in a covenant breach in either 2Q20 or 3Q20. Fitch believes that WPG's bank lenders could leverage these negotiations to collateralize the unsecured facility in a similar fashion to peer CBL & Associates. The revolver and term loans are currently pari passu with the outstanding $720.9 million unsecured bond due 2024. This provides an incentive for the bank lenders to work with WPG to provide covenant waivers to avoid entering a bankruptcy process on equal standing with the bondholders. WPG has deferred some of its planned FY20 capex to FY21 to support its near-term liquidity profile, but the level of investment required in WPG's assets remains critically elevated and delayed capital improvements and redevelopment of vacant anchor boxes is expected to further impair the competitive positioning of the company's assets. The company's liquidity coverage improves to 1.1x assuming it is able to refinance 60% of its secured mortgage maturities through 2021. Fitch assumed a lower refinancing rate of mortgage debt (60% vs. 80%) than its traditional analysis based on the expectation of increased lender scrutiny of refinancing transactions. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources include unrestricted cash, availability under unsecured revolving credit facilities and retained cash flow from operating activities after dividends. Uses include pro rata debt maturities, expected recurring capex and forecasted (re)development costs. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). WILLIAMS SCOTSMAN: Moody's Rates $650MM Senior Secured Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service has assigned a B3 rating to the planned issuance of $650 million in new Williams Scotsman International Inc. senior secured notes maturing 2025. The B3 rating assigned to the new notes were placed on review for upgrade in line with the other ratings for Williams Scotsman. Assignments: Issuer: Williams Scotsman International Inc. Senior Secured Regular Bond/Debenture, Assigned B3; Placed Under Review for Upgrade The proceeds from the issuance, together with draws on its new $2.4 billion revolving credit facility, which is fully committed and conditioned upon its planned merger with Mobile Mini, Inc. (Mobile Mini, B2 senior unsecured on review for downgrade) in the third quarter of 2020 will be used to repay all outstanding indebtedness under its existing ABL facility and Mobile Mini's existing ABL facility, repay all of Mobile Mini's outstanding senior notes, and repay all of Williams Scotsman's senior secured notes due 2022. RATINGS RATIONALE The B3 rating assigned to the planned senior secured notes reflects the company's B2 standalone assessment and the senior secured notes' second lien priority, junior in right of payment to William Scotsman's revolving credit facility and senior to any future unsecured subordinated indebtedness. The B2 standalone assessment and ratings reflect the company's weak but improving profitability, a low level of tangible equity and consequently high but declining balance sheet leverage and reliance on secured financing to fund its operations. Furthermore, it considers that demand for modular space is cyclical and therefore susceptible to periodically lower utilization and lease rates, which would negatively impact Williams Scotsman's profitability. Offsetting these credit challenges is the company's strong market position as the largest provider of modular space leasing in the US, with approximately 42% market share. Williams Scotsman's ratings were placed on review for upgrade on 3 March following the announcement that WillScot Corp. (the corporate parent of Williams Scotsman), a provider of modular space leasing and Mobile Mini, a provider of portable storage leasing, had entered into a definitive merger agreement. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded should the company complete the merger with Mobile Mini as planned and/or improves and sustains its profitability achieving a level corresponding to net income to average managed assets (NI/AMA) above 0.5%, and reduces and maintains Debt/EBITDA to below 5x. Since the ratings are on review for upgrade, there is currently no downward pressure on its ratings. Its existing ratings could be confirmed rather than upgraded should the merger with Mobile Mini not proceed as planned or Williams Scotsman's results show evidence of weakening. The ratings could be downgraded if the company's financial performance substantially deteriorates, or if it increases leverage from current levels, due to additional borrowings or debt-financed acquisitions, or as a result of weak financial performance. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. WILLSCOT CORP: S&P Rates New $500MM Senior Secured Notes 'B' ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level and '5' recovery ratings to Baltimore-based WillScot Corp.'s proposed $500 million senior secured notes due 2025 and placed the ratings on CreditWatch with positive implications. On March 4, 2020, WillScot announced an agreement to merge with modular storage lessor Mobile Mini Inc. in an all-stock transaction. The notes will be used to refinance the company's existing $270 million senior secured notes due 2022, and Mobile Mini's existing $250 million senior unsecured notes due 2024 when the merger closes. The rating agency is affirming the 'B' issue-level and '5' recovery ratings on WillScot's existing $490 million 6.875% secured notes, though it revised the rounded estimate to 20% (from 15%) based on the higher asset base and new capital structure. S&P's 'B+' issuer rating on WillScot remains on CreditWatch with positive implications. We placed it there on March 4, 2020, after the company announced the agreement to merge with Mobile Mini Inc. WillScot will not issue incremental debt to fund the transaction (except to meet transaction expenses); Mobile Mini shareholders will receive about 2.4 shares of WillScot stock per share of Mobile Mini stock. We expect the combined entity's financial risk profile to improve from WillScot's, as Mobile Mini historically has had stronger credit metrics. On a pro forma basis, we estimate EBIT interest coverage in the 1x area and funds from operations to debt in the low-teens percent area in 2020, compared with Willscot's 1x and 13.5% figures, respectively, in 2019. However, these are affected somewhat by transaction and integration-related expenses, as well as somewhat lower demand due to the coronavirus-related economic downturn. We expect the company's credit metrics to improve somewhat in 2021 as its transaction-related expenses decline. "We expect to resolve the CreditWatch placement when the merger closes in third-quarter 2020. Upon completion of the transaction, we expect to raise the issuer credit rating on WillScot to 'BB-' and the issue-level ratings on both existing and new debt to 'B+'," S&P said. Issue Ratings--Recovery Analysis Key analytical factors -- S&P's '5' recovery rating (rounded estimate: 20%) on WillScot's proposed debt reflects the rating agency's expectation of modest recovery in the case of a payment default. -- WillScot will use the proceeds from the new senior secured term loan to refinance its existing $270 million senior secured notes due 2022, as well as Mobile Mini's existing $250 million senior unsecured notes due 2024 when it completes its merger with Mobile Mini. -- The recovery rating on the company's existing $490 million 6.875% secured notes remains '5', though S&P revised the rounded estimate to 20% (from 15%) based on the higher asset base and new capital structure. -- The company's pro forma capital structure will also include a new $2.4 billion asset-based lending (ABL) credit facility (not rated) that will have about $1.5 billion drawn at close. Simulated default assumptions -- S&P's simulated default scenario assumes a payment default in 2024 that results from an economic recession that causes steep demand, rental rate, and utilization declines in key North American end markets, leading to lower earnings and a hypothetical default. -- S&P values WillScot as a going concern and use a discrete asset value approach. It believes that the company would likely be reorganized rather than liquidated following a payment default, given its market position and customer relationships. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.75 billion -- Valuation split (obligors/nonobligors): 86%/14% -- Senior first-priority claims: $1.5 billion -- Value available to rated senior secured notes (second priority claims): $236.5 million -- Senior secured debt claims: $1.04 billion -- Recovery expectations: 10%-30% (rounded estimate: 20%) Note: All debt amounts include six months of prepetition interest. Ratings List WillScot Corporation New Rating Williams Scotsman International, Inc. Senior Secured US$500 mil nts due 2025 B /Watch Pos Recovery Rating 5(20%) Ratings Affirmed; Recovery Expectations Revised To From Williams Scotsman International, Inc. Senior Secured B /Watch Pos B /Watch Pos Recovery Rating 5(20%) 5(15%) WINDSTREAM HOLDINGS: Committee Opposes 0.125% Plan -------------------------------------------------- Windstream Holdings, Inc. and its debtor affiliates filed a Disclosure Statement for their First Amended Joint Chapter 11 Plan of Reorganization dated May 14, 2020. The Committee's position is that the Plan provides de minimis recoveries for general unsecured creditors of the Obligor Debtors (Class 6A), and allocates none of the value received by the Debtors on account of the Uniti Settlement to those creditors although the Committee believes that neither the assets that are the subject of count I (recharacterization) of the Uniti Adversary Proceeding, nor the other claims and causes of action being settled and released under the Uniti Settlement are encumbered by prepetition liens in favor of the Debtors' secured lenders, and any proceeds of the settlement are likewise unencumbered. The Committee strongly recommends that holders of Claims in Class 6A (Obligor General Unsecured Claims) vote to reject the Plan. The Debtors and the First Lien Ad Hoc Group disagree with this characterization and reserve all rights. Class 6A Obligor General Unsecured Claims with estimated recovery of 0% to 0.125%. If holders of Allowed Obligor General Unsecured Claims vote as a class to accept the Plan, on the Effective Date, each holder of an Allowed Obligor General Unsecured Claim shall receive cash in an amount equal to $0.00125 for each $1.00 of such Allowed Obligor General Unsecured Claims. If holders of Allowed Obligor General Unsecured Claims vote as a class to reject the Plan, on the Effective Date, each holder of such an Allowed Obligor General Unsecured Claim shall receive treatment consistent with section 1129(a)(7) of the Bankruptcy Code. Class 6B Non-Obligor General Unsecured Claims. This Class has $34–39 million projected amount of claims and 100% estimated recovery. On the later of the Effective Date or the date that such Allowed Non-Obligor General Unsecured Claim becomes due in the ordinary course of the Debtors' or Reorganized Debtors' business, each holder of an Allowed Non-Obligor General Unsecured Claim shall, at the election of the Requisite Backstop Parties, in consultation with the Debtors, be (a) Reinstated or (b) paid in full in Cash. A full-text copy of the First Amended Plan of Reorganization dated May 14, 2020, is available at https://tinyurl.com/ydg3xesm from PacerMonitor.com at no charge. Counsel to the Debtors: Stephen E. Hessler, P.C. Marc Kieselstein, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - James H.M. Sprayregen, P.C. Ross M. Kwasteniet, P.C. Brad Weiland KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 About Windstream Holdings Windstream Holdings, Inc., and its subsidiaries provide advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee retained Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as its financial advisor, and Perella Weinberg Partners LP as investment banker. WINDSTREAM HOLDINGS: June 24 Plan Confirmation Hearing Set ---------------------------------------------------------- Windstream Holdings, Inc. and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a motion for entry of an order approving adequacy of information in the Disclosure Statement. On May 14, 2020, Judge Robert D. Drain granted the motion and ordered that: * The Disclosure Statement is approved as providing holders of Claims entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan. * June 17, 2020, at 4:00 p.m. is fixed as the last day to file objection to plan and the voting deadlines. * June 22, 2020, is fixed as the last day to file the confirmation brief and plan reply. * June 24, 2020, at 10:00 a.m. is the hearing to consider confirmation of plan. * The Debtors will distribute solicitation packages to all holders of claims entitled to vote on the Plan on or before the solicitation deadline. * The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this order in accordance with the Motion. A copy of the order dated May 14, 2020, is available at https://tinyurl.com/ybenrkkd from PacerMonitor.com at no charge. Counsel to the Debtors: Stephen E. Hessler, P.C. Marc Kieselstein, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - James H.M. Sprayregen, P.C. Ross M. Kwasteniet, P.C. Brad Weiland KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 About Windstream Holdings Windstream Holdings, Inc., and its subsidiaries provide advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee retained Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as its financial advisor, and Perella Weinberg Partners LP as investment banker. WJA ASSET: Unsecureds to Recover 100% Under WJA Secure's Plan ------------------------------------------------------------- WJA Secure Real Estate Fund, LLC, a debtor Affiliate of WJA Asset Management, LLC filed with the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, a Chapter 11 Plan of Liquidation and a Disclosure Statement on May 14, 2020. The Debtor's primary assets as of the Petition Date included: (1) approximately $58,200 in cash on deposit with Kingdom Trust; (2) a 32.46% interest in Alabama Housing Fund, LLC; (3) a 12.28% membership interest in WJA Real Estate Opportunity Fund I, LLC; (4) a 27.85% membership interest in TD Opportunity Fund, LLC; (5) an ownership interest in the real property located at 1541 E. 51st Street, Los Angeles, California with the Debtor's ownership interest valued at $479,000.00; and (6) a note receivable from J.R. Grace Investments, LLC secured by trust deeds on various properties in Waco, Texas, with the Debtor's interest valued at $90,222.97. The Debtor's ownership interest in the 1541 E. 51st St. Property was liquidated during the Case. The J.R. Grace Note Receivable was also liquidated with the Debtor receiving note proceeds totaling $92,144.43 after the Petition Date. In addition, the Debtor had the following notes receivable from TD REO Fund, LLC: (1) a note in the face amount of $106,600.00; and (2) a note in the face amount of $253,934.42. The Debtor owned the 1541 E. 51st St. Property. The Debtor retained Elite Properties Realty to market the property with a list price of $549,000. The Debtor subsequently accepted an offer and filed a motion to sell the property for $535,000, subject to overbids. The sale of the 1541 E. 51st St. Property closed on or about June 25, 2018, resulting in proceeds of approximately $491,000 being paid to the Debtor. Class 2 General Unsecured Claims incurred in the operation of the business of Debtor are estimated to total $2,607,639. The Debtor will make an initial Pro Rata Distribution of the available cash, if any, to the holders of allowed Class 2 Claims. To the extent Allowed Class 2 Claims are not Paid in full by the initial distribution and provided that there is available cash, the Debtor will make additional interim and/or final Pro Rata Distributions of Available Cash. If there is sufficient available cash for all Allowed Class 2 Claims to be fully satisfied, then payments on Allowed Class 2 Claims will include simple interest at the federal judgment rate in effect on the Effective Date from the Petition Date through the date that each Allowed Class 2 Claim is paid in full. Class 3 Holders of equity in the Debtor. After the Effective Date and within 30 days of all required Plan payments having been made, including Class 2 Claims being paid in full, and after creating the reserves contemplated by the Plan, the Debtor will make an initial pro rata Distribution of available cash, if any, to the interest holders. If additional funds become available, the Debtor will make additional interim Pro Rata Distributions of Available Cash to the interest holders. Provided that all assets of the Debtor have been liquidated, abandoned or otherwise administered, the Debtor will make a final pro rata distribution of available cash to the interest holders after all other allowed claims have been paid in full and after any disputes about the amount of an Interest Holder's percentage interest in the Debtor are resolved by a final order. The Debtor will continue to liquidate its estate assets and distribute the proceeds and funds on hand to its creditors and interest holders as set forth in the Plan. A full-text copy of the Disclosure Statement dated May 14, 2020, is available at https://tinyurl.com/yasgmnp4 from PacerMonitor at no charge. Attorneys for the Debtors: SMILEY WANG-EKVALL, LLP Lei Lei Wang Ekvall Philip E. Strok Kyra E. Andrassy Robert S. Marticello 3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 Telephone: 714 445-1000 Facsimile: 714 445-1002 E-mail: lekvall@swelawfirm.com pstrok@swelawfirm.com kandrassy@swelawfirm.com rmarticello@swelawfirm.com About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, 2017, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than$500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of Norton Moore Adams has been tapped as special counsel. Elite Properties Realty is the broker. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***