/raid1/www/Hosts/bankrupt/TCR_Public/200608.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, June 8, 2020, Vol. 24, No. 159
Headlines
1141 SOUTH: Ramzer Buying Montebello Property for $922K
131 MANHATTAN DELI: Seeks to Hire Marcum LLP as Accountant
305 EAST 61ST: 305 E Buying New York Property for $3 Million
4 HIM FOOD: July 2, 2020 Plan Confirmation Hearing Set
4202 KI TOV: Seeks to Hire Zeichner Ellman as Attorney
A POTS & PANS: Seeks to Hire Bradford & Riley as Broker
ADVANTAGE HOLDCO: Hires Epiq as Claims and Noticing Agent
AEPC GROUP: Case Summary & 20 Largest Unsecured Creditors
AERIAL ROBOTICS: Has Final Approval on Cash Collateral Access
AERO-MARINE TECHNOLOGIES: Taps Ayers Auction as Broker
AFFORDABLE KAR KARE: Has Interim Approval to Use Cash Collateral
AKORN INC: S&L, Keller, Morgan Represent Class Claimants
AKORN INC: Young Conaway, Gibson Represent Term Lender Group
AMC ENTERTAINMENT: Moody's Cuts CFR to Caa3 on Debt Exchange Offer
AMERICAN LIQUOR: Seeks to Hire Kamatar Vijay CPA as Accountant
ANA M GARZA: Seeks Conditional Approval of Disclosures
ANA M GARZA: Unsecureds to Get 100% of Claims Under Plan
AQUARIUS BUILDING: Hires Newpoint Advisors as Accountant
ASOCIACION DE PROPIETARIOS: Answers Plan Disclosure Objections
ASOCIACION DE PROPIETARIOS: Files Supplement to Disclosures
AVALANCHE COMPANY: Taps Bruce R. Babcock as Legal Counsel
BA GENERAL INC: Hires Malikowski Law as Bankruptcy Counsel
BILLINGS LODGE: Voluntary Chapter 11 Case Summary
BIZNESS AS USUAL: Seeks to Hire an Accountant
BSI LLC: Seeks Court Approval to Hire Paul Reece as Legal Counsel
BUZZARDS BENCH: Seeks to Hire Claro LLC as Financial Advisor
BUZZARDS BENCH: Seeks to Hire Gray Reed as Counsel
CAPVEST DEVELOPMENT: Seeks to Hire Robert S. Altagen as Counsel
CARBO CERAMICS: Committee Seeks Approval to Hire Consulting Expert
CATHERINE COURTS: Wants to Move Exclusive Filing Period to July 13
CENTRIC BRANDS: Klestadt Represents Texport Industries, Caite
CHILDREN'S LEARNING: 11183 Eastern Buying Assets for $44K
CHILDREN'S LEARNING: 6980 Robindale Buying Assets for $44K
CLA PROPERTIES: 3709 College Buying Assets for $1.2K
CLA PROPERTIES: 9340 Houston Buying Assets for $7.8K
CLEARPOINT NEURO: Stockholders Pass All Proposals at Annual Meeting
CLEVELAND BIOLABS: To Raise $3.2M Thru Registered Direct Offering
COMSTOCK RESOURCES: Stockholders Pass All Proposals at Meeting
CORAL POINTE: Unsecured Creditors to Get $9,000 Over 36 Months
CORE & MAIN: Moody's Rates New $250MM Notes 'Caa2', Outlook Stable
CORNELL ST: Gets Approval to Hire Hasbani & Light as Counsel
CRESTWOOD EQUITY: Moody's Affirms Ba3 CFR & Alters Outlook to Neg.
DEAN JONES: Parker Poe Represents Bank of West, BEFCOR
DELMAR SUBS: Disclosure Statement Hearing Via Zoom July 8
DENBURY RESOURCES: Stockholders Pass 5 Proposals at Annual Meeting
DIAMOND OFFSHORE: Clark Hill Represents Zurich, 2 Others
DIAMOND OFFSHORE: Norton, Milbank Represent Noteholder Group
DIAMOND OFFSHORE: Seeks to Hire Porter Hedges as Co-Counsel
DIAMONDBACK INDUSTRIES: Seeks Court Approval to Hire OCPs
DIJ CORP: Allowed to Continue Using Cash Collateral Through June 23
EIGHTY-EIGHT HOMES: Seeks to Hire Fuller Law as Legal Counsel
ELITE AUTO DEALER: Seeks to Hire Kung & Brown as Attorney
ELITE INVESTMENT: Trustee Hires Lane & Nach as Counsel
ENERGY SAVING: Hires McGuire Yuhas as Accountant
ENERGY SAVING: Unsecured to Recover 10% of Its Claims
ESCONDIDO HOLDINGS: Seeks to Hire C.R. Hyde, PLC as Counsel
EXIDE HOLDINGS: Paul, Young Conaway Represent Noteholder Group
FAIRWAY GROUP: Exclusive Filing Period Extended to Sept. 23
FIRST FLORIDA: Seeks to Hire Fudge Broadwater as Litigation Counsel
FLUOR CORP: Moody's Assigns Ba1 CFR & Cuts Unsec. Rating to Ba1
FLY LEASING: Moody's Puts Ba3 CFR on Review for Downgrade
FOLSOM FARMS: May Pay Certain Expenses from Cash Collateral
FOXTROT UNITED: Seeks to Hire Parsons Behle as Legal Counsel
FRANK INVESTMENTS: Unsecureds Owed $10-Mil. to Recover 3% in Plan
FRONTIER COMMUNICATIONS: Akin Gump Represents Senior Notes Group
FRONTIER COMMUNICATIONS: Milbank Represents Frontier Noteholders
FRUTTA BOWLS: Trustee Hires Sharer Petree as Accountant
FURIE OPERATING: June 11 Plan Confirmation Hearing Set
GDS TRANSPORT: Hires James & Haughland as Attorney
GENOCEA BIOSCIENCES: All 6 Proposals Approved at Annual Meeting
GG/MG INC: Gets Interim OK to Hire Goldstein & Pressman as Counsel
GLOBAL PARTNERS: Moody's Alters Outlook on B1 CFR to Negative
H-FOOD HOLDINGS: S&P Affirms 'B-' ICR; Outlook Stable
HALS REALTY: Seeks to Hire Lawrence Bernstein as Accountant
HAMILTON PROJECTS: Moody's Rates $900MM Secured Term Loan 'B1'
HAMILTON PROJECTS: S&P Assigns Prelim 'BB-' Rating to Term Loan B
HANKEY O'ROURKE: May Continue Cash Use Through June 11 Hearing
HEARTS AND HANDS: Unsecureds to be Paid in Full Plus Interest
HILLENBRAND INC: Fitch Affirms IDR at BB+, Outlook Negative
HILLENBRAND INC: Moody's Cuts Unsec. Rating to Ba1, Outlook Neg.
IMPRESSIONS IN CONCRETE: Court Conditionally OKs Plan Disclosures
INDUSTRIAL MACHINERY: Has Until June 30 to File Plan & Disclosures
INFRASTRUCTURE & ENERGY: Fitch Affirms 'B-' IDR, Outlook Stable
INOVALON HOLDINGS: S&P Affirms 'B+' ICR; Outlook Stable
J. HILBURN INC: Seeks to Hire Neligan LLP as Counsel
JONATHAN RESNICK: Trustee Taps Miles & Stockbridge as Counsel
JONATHAN S. RESNICK: Trustee Taps Larry Strauss as Accountant
KEYSTONE PIZZA: Seeks to Hire MarshallMorgan LLC as Broker
L BRANDS: Moody's Rates New $750MM Senior Secured Notes 'Ba2'
LBD PLLC: Cash Collateral Hearing Continued to June 23
LITTLE FEET: Plan Confirmation Hearing Continued on June 23
LSC COMMUNICATIONS: Arnold & Porter Represents Term Lender Group
LUX TEMPLUM: Seeks to Hire Shilliday Law as Legal Counsel
M & H PINE STRAW: Has Final OK to Use Cash Collateral
MADISON STOCK: Seeks to Employ Lawrence A. Garvey as Attorney
MAGNOLIA LANE: Seeks to Extend Exclusive Filing Period to July 31
MAUSER PACKAGING: Fitch Cuts LT IDR to B-, Outlook Stable
MEGIDO SERVICE: Dec. 7 to File Plan and Disclosures
MERITOR INC: Fitch Alters Outlook on 'BB-' LT IDR to Stable
MERITOR INC: Moody's Confirms Ba3 CFR, Outlook Negative
MESA MARKETPLACE: Unsecureds Not Impaired Under Plan
MICROCURRENT RESEARCH: Hires Dutton Harris as Accountant
MIDLAND COGENERATION: Fitch Cuts $395MM Secured Notes to BB-
MIDTOWN CAMPUS: Seeks to Hire Becker & Poliakoff as Special Counsel
MIKE HONOVICH: Seeks to Hire Barron & Newburger as Counsel
MILLMAC CORPORATION: Seeks to Hire Bay Area as Auctioneer
MITCHELL INT'L: Moody's Affirms B3 CFR, Outlook Stable
MOTIV8 INVESTMENTS: Taps First Family Homes as Real Estate Broker
MULTIMEDIA ADVERTISING: Seeks Authority on Cash Collateral Use
MULTIMEDIA ADVERTISING: Taps Peter A. Orville as Legal Counsel
MUSCLE MAKER: Court Conditionally Approves Disclosure Statement
NEONODE INC: Forsakringsaktiebolaget Has 5% Stake as of June 1
NEOVASC INC: Raises $5 Million from Convertible Note Offering
NEW RESIDENTIAL: Moody's Confirms B1 CFR & Alters Outlook to Neg.
NEWARK WATERSHED: Unsecureds to be Paid in Full Under Plan
NMI HOLDINGS: Moody's Rates $300MM Secured Notes Due 2025 'Ba2'
NORTH PACIFIC CANNERS: K&L Gates Represents Growers Claimants
NORTH TAMPA: Seeks to Hire HeliTeam LLC as Broker
NORTIS INC: Court Approves Disclosure Statement
OZARKS RIDGERUNNER: Court Conditionally Approves Disclosures
P8H INC: Trustee Hires Nevium LLC as Sales Advisor
PADDOCK ENTERPRISES: Exclusive Filing Period Extended to Aug. 3
PENA BUSINESS: Seeks to Hire Alice Bower to Attorney
PENLAND HEATING: Trustee Hires John G. Rhyne Law as Attorney
PENUMBRA BRANDS: Allowed to Use Cash Collateral on Interim Basis
PENUMBRA BRANDS: Seeks to Hire Holland & Hart as Legal Counsel
PFT TECHNOLOGY: Case Summary & 3 Unsecured Creditors
PIONEER ENERGY: Court Confirms Prepackaged Plan
PLUM CIRCLE: Seeks to Hire Dion R. Hancock as Legal Counsel
PQ NEW YORK: Hires Donlin as Claims and Noticing Agent
PRECIPIO INC: Court Approves $1.95M Settlement in "Campbell" Case
PURDUE PHARMA: S&L, Morgan 2nd Update on Class Claimants
REGALIA UNITS: Hires Pardo Jackson as Bankruptcy Counsel
ROCHESTER DRUG: Committee Hires Pachulski Stang as Counsel
ROCHESTER DRUG: Committee Taps GlassRatner as Financial Advisor
ROMANS HOUSE: Unsecureds Will be Paid Quarterly for 5 Years
RONNA'S RUFF: Seeks to Extend Exclusive Filing Period to Aug. 24
ROYAL CARIBBEAN: Moody's Rates New Senior Guaranteed Note 'Ba2'
ROYAL TRANSPORT: Seeks to Hire Eric A. Liepins as Counsel
S.A. SPECIALTIES: Unsecureds to Recover 10% or 25% of Claims
S.A.S.B. INC: Exclusive Plan Filing Period Extended to July 16
SANAM CONYERS: Janam to Seek Plan Confirmation June 25
SANAM CONYERS: Unsecureds to be Paid in Full in Janam Plan
SAVE MONEY AND RETAIN: Hires Cohen Law as Special Counsel
SAVE MONEY AND RETAIN: Hires Kovar Law as Special Counsel
SEAGATE TECHNOLOGY: S&P Assigns 'BB+' Rating on 11-Yr. Unsec. Notes
SFP FRANCHISE: Sets Sale/Abandonment Procedures for Misc. Assets
SINGLETARY ENTERPRISES: Hires J. Scott Logan as Bankruptcy Counsel
SKEFCO PROPERTIES: Trustee Hires Bruce Harris as Special Counsel
SM-T.E.H. REALTY: Seeks to Hire CBRE Inc. as Broker
SMT RE HOLDINGS: Rental Income to Pay Creditors in Full
SPECTRUM BRANDS: Fitch Affirms BB LongTerm IDR, Outlook Stable
SR CLARKE: Seeks Approval to Hire Buechler Law Office as Counsel
STGC HOLDINGS: Rink's Sale by June 2021 to Pay Off Claims
STURBRIDGE YANKEE: Committee Taps BCM Advisory as Financial Advisor
SUGARLOAF HOLDINGS: Seeks to Hire Sumsion Steele as Counsel
SUPPERTIME INC: Exclusive Filing Period Extended Through July 17
TAMARA HOME CARE: Court Approves Disclosure Statement
TARONIS TECHNOLOGIES: Changes Company Name to "BBHC, Inc."
TREESIDE CHARTER: Unsecureds to be Paid in Full in 6 Months
TRI POINTE: Moody's Rates New $300MM Notes Ba3, Outlook Stable
TTK RE ENTERPRISE: Hamptons Buying Somers Point Property for $200K
TUESDAY MORNING: Hires Epiq as Claims and Noticing Agent
TWINS SPECIAL: Gets Approval to Hire Bruce R. Babcock as Counsel
UNIVISION COMMUNICATIONS: Moody's Rates Secured Notes Due 2027 'B2'
VAC FUND HOUSTON: Hires Wynne Group as Real Estate Broker
VECTOR LAUNCH: TLS Buying All Assets for $1.2M Cash
VESTAVIA HILLS: Has Until August 3 to Exclusively File Plan
VIDANGEL INC: Court Approves Studios' Disclosure Statement
VILLA TAPIA: Seeks to Hire Marcum LLP as Accountant
VNS TRANSPORTATION: Seeks to Hire Wisdom Professional as Accountant
WALDEN PALMS: Waldar Buying 8 Orlando Properties for $323K
WALKER INVESTMENT: UST Wants Plan Filing Deadline Set
WEST VIRGINIA: June 17 Hearing on Disclosure Statement
WEST VIRGINIA: Unsecured Creditors Unlikely to Get Share From Sale
WESTERN HOST: Puerto Rico Tourism Says Plan Disclosures Inadequate
WHIDBEY ISLAND PHD: Moody's Cuts GOLT Bonds to Ba2, Outlook Neg.
WOODCREST ACE: May Use Cash Collateral Through Plan Effectivity
WPB HOSPITALITY: Re-Draft of Amended Plan and Disclosures Due Today
WPX ENERGY: Moody's Rates New $500MM Sr. Unsec. Notes 'B1'
YETI INVESTMENT: Stromberg Stock Represents First IC, Muhammad
YUMA ENERGY: May Use YE Investment Cash Collateral on Final Basis
[^] BOND PRICING: For the Week from June 1 to 5, 2020
*********
1141 SOUTH: Ramzer Buying Montebello Property for $922K
-------------------------------------------------------
1141 South Taylor Avenue, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of the
real property located at 1141 S. Taylor Avenue, Montebello,
California, APN 6353-018-017, outside the ordinary course of
business to Ramzer #3 for $922,001, subject to higher and better
offers.
The Debtor holds title to the Property, a 18,504 sq. ft. of
industrial land with a small 1,664 sq. ft. office. It is the sole
asset of the Debtor. The Vail Property which is being sold in
conjunction with the Property is a larger smaller parcel of
industrial land which is 49,732 sq. ft. located at 724 S. Vail
Ave., Montebello, CA 90640. It is also used by Key Disposal &
Recycling, Inc. for its business. The legal description is
provided in the Motion being filed in the Vail Case.
The proposed sale is for less than the full appraised value,
however, the terms of the sale require the purchase of another
nearby property owned by 1141 South Taylor Avenue, LLC, another
entity whose members are the same as the Debtor's and which is also
in a chapter 11 bankruptcy as case number 8:20-bk-10295-TA. Vail
LLC is filing a separate Motion for an Order Approving the sale of
the Vail Property. Thus, the Buyer is also purchasing the Vail
Property. The members of the owner and seller Vail are the same
individuals who are the members of the Debtor.
Prior to the case being filed, John Louis Katangian and his wife
Shelline Katangian filed a chapter 11 bankruptcy case which was
converted to a chapter 7 case in November 2019. The Court ordered
several properties owned by companies owned at least in part by the
Katangians to be sold to pay the debts. The Katangians hold title
to other properties in the name of entities which they own. John
Katangian and his brother Dan Katangian each have a 50% membership
interest in 1141 South Taylor Avenue, LLC ("Vail Debtor") that
holds title to the Vail Property. The Bankruptcy was filed to
allow the properties to be sold together with Court approval and
oversight.
John and Dan Katangian are each 50% shareholders in Key Disposal &
Recycling, Inc, which was formerly known as Key Disposal, Inc.
Prior to the change in name, Key was the owner of the Property. As
indicated in the Declaration of John Katangian, the Property was
transferred to another entity owned by John and Dan Katangian,
initially called Katangian Investment Properties, LLC with its name
changed to 1141 South Taylor Avenue Property, LLC, the Debtor, in
January 2017. When title was transferred to the Taylor Debtor the
members assumed all valid liens on the Taylor Property.
Initially Debtor believed both properties were worth quite a bit
more than they are. After several inquiries and complaints that the
price was too high, an actual appraisal was prepared, and the
original listing price was reduced from $3.4 million to $3.1
million. Regardless there was no interest in the Vail Property
higher than $2.75 million. The Property was listed at $1.1 million
and after a verbal appraisal reduced to $700,000.
There has been no interest by anyone in that property alone and it
is worth significantly less. Every real inquiry has involved
purchasing both properties. A key factor and benefit to the
current buyer is the willingness of Key D & R to lease the Property
from the Buyer saving the costs and time of locating a tenant.
The Debtor proposes to sell the Property and the Vail Property to
the Buyer free andclear of all liens, claims, rights, interests,
and encumbrances whatsoever. The Purchase Agreement was presented
to by the Buyer on March 4, 2020 and accepted on March 11, 2020.
The sale involves a purchase price for the Property at $922,001 and
the Vail Property at $2,477,999. The total price for both
properties is $3.4 million. The Buyer has elected to offer a
considerably higher amount for the Property and a reduced amount
for the Vail Property. The Debtor believes this may have been
adjusted for financing or tax reasons. Without the allocation, the
offer on the Vail Property would have been $2,827,999 and $572,001
on the Property, both of which are in the acceptable range
considering the Vail Property is losing equity every month. The
parties are to pay their own escrow fees.
The sale will be free and clear liens and encumbrances. After
conducting a search and obtaining a recent Amended Preliminary
Title Report on the Property from First American Title Co. as of
March 26, 2020, the Debtor believes there are these Liens
encumbering the
Property:
1. Delinquent property taxes for 2019-2020 fiscal year in the
amount of $5,736;
2. Defaulted property taxes for fiscal year 2018-2019 in the
amount of $12,477;
3. Deed of Trust in favor of Montebello Cat Scale Incorporated
recorded on Jan. 23, 2014 in the amount of $122,413;
4. Judgment lien in favor of Northern California Collection
Service, Inc. against Key Disposal, Inc, recorded Sept. 23, 2015 in
the amount of $5,351;
5. Federal tax lien recorded Nov. 25, 2015 in the amount of
$287,040;
6. Deed of Trust in favor of Atlantic Funding, et al recorded
on Feb. 25, 2016 in the amount of $25,000 (this is disputed as it
is the fraudulent deed referenced by Debtor and in the declaration
of John L. Katangian);
7. Judgment lien in favor of California Air Resources Board
against Key Disposal, Inc. and John Katangian in the amount of
$500,000, however only $250,000 is owed;
8. Federal tax lien recorded on March 16, 2016 in the amount of
$676,156;
9. Federal tax lien recorded on April 29, 2016 in the amount of
$729,737;
10. Federal tax lien recorded August 19, 2016 in the amount of
$173,201 (being paid through Vail Sale);
11. Judgment lien in favor of City of Los Angeles against Key
Disposal, Inc. recorded on Sept. 15, 2016 in the amount of $44,474;
12. Federal tax lien recorded on Sept. 16, 2016 in the amount
of $209,316;
13. Federal tax lien recorded on January 13, 2017 in the amount
of $104,846;
14. Federal tax lien recorded on July 13, 2017 in the amount of
$119,511;
15. Lien for unsecured property taxes recorded July 28, 2017 in
the amount of $2,227;
16. Lien for unsecured property taxes recorded July 31, 2017 in
the amount of $1,627;
17. Federal tax lien recorded on Nov. 8, 2017 in the amount of
$113,421;
18. Judgment lien in favor of Consolidated Disposal Service,
LLC against Key Disposal, Inc and John Katangian in the amount of
$385,001 (however the amount has been reduced to $292,000);
19. Federal tax lien recorded on May 21, 2018 in the amount of
$3,022;
20. Federal tax lien recorded on May 22, 2018 in the amount of
$1,674;
21. Federal tax lien recorded on November 29, 2018 in the
amount of $5,314 (being paid through Vail Sale);
22. Lien for unsecured property taxes recorded Feb. 27, 2019 in
the amount of $2,241;
23. Federal tax lien recorded on April 25, 2019 in the amount
of $61,181;
24. Lien for unsecured property taxes recorded May 28, 2019 in
the amount of $557;
25. Lien for unsecured property taxes recorded Lien for
unsecured property taxes recorded May 29, 2019 in the amount of
$557;
26. Federal tax lien recorded on Aug. 2, 2019 in the amount of
$17,565;
27. Deed of Trust in favor of 160 Shorewood Drive, LLC recorded
on Aug. 19, 2019 in the amount $200,000;
28. Lien for unsecured property taxes recorded Nov. 27, 2019 in
the amount of $502;
29. Lien for unsecured property taxes recorded Nov. 27, 2019 in
the amount of $217;
30. Lien for unsecured property taxes recorded Dec. 10, 2019 in
the amount of $557;
31. Lien for unsecured property taxes recorded Dec. 10, 2019 in
the amount of $557; and
32. Lien for unsecured property taxes recorded Jan. 22, 2020 in
the amount of $1,715.
The Liens total 3,450,129. There are two federal tax liens are
being paid through the Vail Sale which reduces the amount by
$178,515 and the $200,000 Shorewood Deed of Trust will be
reconveyed, which this reduces the amount by $378,515. Liens will
be paid after costs of sale in order of priority until there are no
more funds available.
The Buyer has paid a deposit of $27,000 on the Property and $74,000
on the Vail Property. Under both Purchase Agreements, escrow is to
close within 15 days after court approval. The Buyer will accept
the purchased assets at the closing "as is, where is" except that
the Debtor has conducted environmental testing and obtained
Environmental Reports and discovered the Property requires Phase I
remediation and the Taylor Property requires Phase II remediation
with the total cost approximately $17,300 for both properties. At
the option of the Buyer, Debtor will either provide a credit to the
Buyer for the cost of remediation on both properties or, if the
Buyer choses to lease the properties to Key R & D will do the work
at its expense.
The proposed sale to the Buyer requires Court approval and Debtor
has requested an Overbid procedure to assure the highest and best
price for the two properties. The Overbid procedures essentially
provide for notification of the Debtor's counsel of the intent to
overbid by at least two days prior to the scheduled hearing, with a
deposit of a cashiers' checks equivalent to the deposits paid by
the Buyer, including $27,000 payable to Debtor for the Property and
$74,000 made payable to Katangian Vail Investments Properties, LLC
for the Vail Property. Any overbidders must agree to terms that
are the same as or not less favorable to the Debtor. The initial
overbid will be $3,425,000 ($25,000 over the Purchase Prices) and
subsequent bids will be in minimum increments of $5,000.
Both Purchase Agreements provide for real estate commissions to the
agents/brokers in the total amount of 6% of the purchase price.
The commissions are to be split between the agents/brokers for the
Debtor/Seller and the agents/brokers for the Buyer. The Court
should authorize payment of the full commissions out of escrow as
well as the Seller's closing costs. At 6% commissions on the sale
of the Property are $55,320 which deducted for the purchase price
leaves a balance of $866,681. As noted, the total amount of the
liens set forth in the most recent Preliminary Title Report is
$3,450,129. There will never be enough money in a sale to pay off
all of the liens. This sale at least pays over $800,000 toward that
debt and clearly benefits the estate and creditors.
In order to complete the sale in the case, and to not miss the
opportunity presented by the sale to Debtor, the estate and its
creditors, Debtor respectfully requests that the order on the
Motion be effective immediately, notwithstanding the 14-day stay
imposed by FRBP 6004(h).
A hearing on the Motion was set for May 27, 2020 at 11:00 a.m.
A copy of the Agreement is available at
https://tinyurl.com/ydd2f43e from PacerMonitor.com free of charge.
About 1141 South Taylor Avenue
1141 South Taylor Avenue, LLC is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The Company owns in fee
simple a small office and commercial lot located at 1141 S. Taylor
Ave., Montebello, California, valued at $650,000.
1141 South Taylor Avenue, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11154) on April
10, 2020. In the petition signed by John Katangian, managing
member, the Debtor estimated $650,000 in assets and $3,227,022 in
liabilities. Michael R. Totaro, Esq. at TOTARO & SHANAHAN
represents the Debtor.
131 MANHATTAN DELI: Seeks to Hire Marcum LLP as Accountant
----------------------------------------------------------
131 Manhattan Deli Grocery Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire
Marcum LLP as its accountant.
The firm's services will include the preparation of Debtor's
monthly operating reports and financial statements.
Marcum will be paid at hourly rates as follows:
Partners $570 to $640
Managing Directors/Directors $400 to $505
Managers/Senior Managers $315 to $405
Seniors/Supervisors $215 to $275
Staff $175 to $200
Paraprofessionals $90 to $140
Marcum is a disinterested person within the meaning of Section
101(14), according to court filings.
The firm can be reached through:
Gary B. Rosen, CPA
Marcum LLP
750 3rd Avenue, 11th Floor
New York, NY 10017
Tel: (212) 485-5500
Fax: (212) 485-5501
About 131 Manhattan Deli Grocery Corp.
131 Manhattan Deli Grocery Corp. is a retail food store, which
specializes in a vast array of sandwiches, salads, organic
products, vegetarian and vegan products.
Based in Brooklyn, N.Y., 131 Manhattan Deli Grocery Corp. filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 19-47702) on Dec. 24, 2019, listing
under $1 million in both assets and liabilities. Judge Nancy
Hershey Lord oversees the case. Phillip Mahony, Esq., is Debtor's
legal counsel.
305 EAST 61ST: 305 E Buying New York Property for $3 Million
------------------------------------------------------------
Kenneth P. Silverman, the Chapter 11 Trustee of 305 East 61st
Street Group, LLC, asks the Bankruptcy Court for the Southern
District of New York to authorize the bidding procedures in
connection with the sale of the real property known as and located
at 305 East 61St Street, New York, New York, and the other property
as defined in the Sale Agreement, to 305 E 61St Street Lender, LLC
for $3 Million.
On Jan. 14, 2020, the Trustee filed the Bidding Procedures Motion.
In connection with the Trustee's motion seeking approval of the
Bidding Procedures Order, on Jan. 29, 2020, Acqua Ancien ("Spa")
filed a limited objection, and Little Hearts Marks Family II, L.P.
filed an objection. With respect to the Spa Bidding Procedures
Objection, the Spa expressly reserved its rights to assert
improvement and occupancy rights to the Property in the event of a
sale.
While the Marks Bidding Procedure Objection does not specifically
identify an interest that would survive a sale under Section 363,
based upon discussions with the counsel to LHMF, the Trustee
anticipates that LHMF will assert such a right prior to any sale
hearing. In addition, the Spa Bidding Procedures Objection asserts
that it does have rights under Section 365 that would survive any
sale.
On Feb. 21, 2020, the Court entered the Bidding Procedures Order.
The Bidding Procedures Order authorizes the Trustee to sell the
Property free and clear of all liens, claims and interests in the
Property. As set forth in the Bidding Procedures Motion and the
Bidding Procedures Order, and as set forth in the Motion, the
Trustee has full authority to sell the Property free and clear of
all liens claims and interest, including any interest arising from
the Operating Agreement Ownership Interests, the Marks Leases and
the Spa Sublease.
The Trustee submits that it is necessary for the Court to conduct a
hearing on the issues raised in the Spa Bidding Procedures
Objection and the anticipated objections from LHMF as soon as
possible so that the broker recently retained by the Trustee can
appropriately market the Property to prospective bidders, the bid
deadline can be fixed, and a sale hearing can be scheduled in order
to maximize the value of the Property for the benefit of the
estate.
The Debtor owns the Property, a building, a former warehouse which
was purchased by the Debtor for conversion into a condominium. The
Debtor is a New York limited liability company, whose members
consist of 61 Prime, LLC; LHMF; Thaddeus Pollock; and Onestone305,
LLC. The sole member of Prime is Jason Carter.
The Trustee's review of certain of the Debtor's corporate documents
suggests that the Project is governed by the Debtor's Operating
Agreement dated April 13, 2016. In addition, the Trustee's
understanding of the Operating Agreement is that, in exchange for
each Member's investment in the Debtor and thereby the Project,
each Member acquired (a) a percentage of the membership interests
in the Debtor, and (b) the Use and Development Rights, roughly
equal to a floor for each 10% of equity in the Debtor. Moreover,
LHMF also acquired, in addition to the foregoing, two commercial
leases for portions of the Property. No other Member, other than
LHMF, received any lease to any portion of the Property. The
Ownership Interests are divided among the Members.
According to the Operating Agreement, in exchange for LHMF's
investment in the Debtor, the Debtor agreed to enter into
commercial store leases with LHMF. The Trustee is not aware of any
other Member having received any form of lease from the Debtor. In
addition, Mitchell Marks, acting as initial manager of the Debtor,
also caused the Debtor to enter into leases with Marks' entity LHMF
which were incongruous with those annexed to and ostensibly
authorized by the Operating Agreement.
On Sept. 10, 2016, Marks, as initial manager of the Debtor, entered
into another lease with the Debtor, as landlord, and his entity
LHMF, as tenant, for a store lease for the cellar level and a
portion of the ground floor of the Building. The Trustee's review
of relevant documents suggests that neither the Operating Agreement
Ownership Interests nor the Marks Leases are "true leases but
rather, are disguised equity interests in the Debtor.
Also, around September 2016, Marks caused LHMF to enter into a
written purported sublease agreement between LHMF, as landlord or
sublessor, and the Spa, as tenant or subtenant, granting the Spa
the right to use and occupy the cellar level and a portion of the
ground floor of the Property. The Trustee's review of relevant
documents confirms that the Spa has no contractual relationship
with the Debtor and, furthermore, that the Spa did not bargain for
or obtain any subordination, non-disturbance or attornment
agreement that would protect it in the event the Property is
foreclosed upon or if the Ground Floor Lease was terminated.
The Trustee and his counsel have reviewed the various state court
and adversary proceeding filings and has conducted his own
investigation of matters concerning the Property, the State Court
Action and the Adversary Proceeding:
a. The State Court Litigation: On July 1, 2018, the Debtor,
along with Prime and Carter, filed a verified complaint against
LHMF and Marks in the Supreme Court of the State of New York
bearing index no. 653281/2018. The State Court Complaint alleges,
among other things, that as part of the State Court Defendants'
fraudulent scheme and self-dealing, at closing on the Property,
Marks obtained his Operating Agreement Ownership Interests by
executing the Ground Floor Lease on behalf of all parties thereto
in the capacity of the Debtor, as owner of the Property, in the
capacity of general partner of LHMF, the manager of the Debtor, and
as general partner of LHMF, the tenant. Accordingly, the State
Court Complaint seeks among related relief, rescission of the
Operating Agreement in its entirety which grants the State Court
Defendants (Marks and LHMF) rights to the second floor of the
Property.
b. The Adversary Proceeding: On June 12, 2019, LHMF commenced
an adversary proceeding against the Debtor by the filing of a
complaint seeking injunctive relief and a declaratory judgment as
Docket No. 1 in Adversary Proceeding No. 19-01297 (SHL). he
Adversary Answer alleges, (a) the LHMF sublease to the Spa is
predicated on a “mistake”6 regarding the Ground Floor Lease;
(b) a fall 2019 walkthrough confirmed that the Spa has engaged in
unauthorized construction; (c) the Ground Floor Lease entered into
by LHMF is a breach of LHMF's duty of loyalty to the Debtor and
gives LHMF far more favorable terms than what is authorized under
the Operating Agreement; and (d) LHMF breached the Ground Floor
Lease. Accordingly, the Debtor is seeking turnover of LHMF's
interests, whatever they may be, in the portions of the Property
governed by the Ground Floor Lease.
The Court should conclude that the Operating Agreement Ownership
Interests and the interests represented by the Marks Leases are
exclusively interests in the Debtor, do not encumber the Property
and therefore are not implicated by the sale. The value of these
equity interests will depend on whether the Trustee is able to
generate proceeds sufficient to satisfy all secured debt, all
priority and administrative claims and all allowed unsecured debt,
thereby creating a distribution to the equity holders.
Assuming arguendo that the Court does not disregard or
recharacterize the Operating Agreement Ownership Interests and the
Marks Leases, the Trustee may nevertheless sell the Property free
and clear of liens, claims, interests, and encumbrances, including
those interests and the Spa Sublease. The various interests
asserted by the Members and the Spa are subject significant, and
ongoing, bona fide disputes.
Based on the foregoing, the Trustee respectfully asks that the
Court enters an order authorizing the sale of the Property free and
clear of any interests found in or under the Operating Agreement
Ownership Interests, the Marks Leases and the Spa Sublease.
A hearing on the Motion is set for June 4, 2020 at 11:00 a.m. The
objection deadline is May 28, 2020 at 4:00 p.m.
About 305 East 61st Street Group
Based in New York, 305 East 61st Street Group LLC, a Single Asset
Real Estate (as defined in 11 U.S.C. Section 101(51B)), filed a
voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No.19-11911) on
June 10, 2019. At the time of filing, the Debtor was estimated to
have assets and debt of $10 million to $50 million. The case is
assigned to Hon. Sean H. Lane. The Debtor's counsel is Robert J.
Spence, Esq., at Spence Law Office, P.C., in Roslyn, New York. The
Debtor's accountant is Singer & Falk.
4 HIM FOOD: July 2, 2020 Plan Confirmation Hearing Set
------------------------------------------------------
The Bankruptcy Court approved the Disclosure Statement filed by 4
Him Food Group, LLC, with the contemplated changes discussed on the
record.
Within 7 days Mr. Solomon will file the amended Disclosure
Statement and Plan, after circulation to Mr. Churnside and Ms.
Kamitsuka. The court will enter a separate order approving the
amended Disclosure Statement that outlines the relevant deadlines
and provides notice of the confirmation hearing to be held on July
2, 2020, at 10:00 a.m. by telephone. Mr. Solomon will file a
report of sale regarding the sale of Debtor's assets.
About 4 Him Food Group
4 Him Food Group, LLC, d/b/a Cosmos Creations --
http://www.cosmoscreations.com/-- is a snack food company
specializing in manufacturing, marketing, and distribution of
puffed corn. 4 Him Food Group manufactures premium natural snack
foods -- including non-GMO hull-and-kernel-free puffed corn -- from
state of the art manufacturing facilities in the heart of Oregon's
Willamette Valley.
4 Him Food Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 19-62049) on July 2, 2019.
The petition was signed by John Strasheim, president. At the time
of the filing, the Debtor disclosed assets in the amount of
$15,043,017 and liabilities in the amount of $18,755,626. Judge
Thomas M. Renn is assigned to the case. Timothy A. Solomon, Esq.,
at Leonard Law Group LLC, is the Debtor's counsel.
Gregory Garvin, acting U.S. trustee for Region 18, on Aug. 6, 2019,
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case.
4202 KI TOV: Seeks to Hire Zeichner Ellman as Attorney
------------------------------------------------------
4202 KI TOV LLC seeks authority from the United States Bankruptcy
Court for the Eastern District of New York to employ Zeichner
Ellman & Krause LLP, as its attorneys.
4202 KI TOV requires Zeichner Ellman to:
a. advise the Debtors with respect to their powers and duties as
the Debtors and debtors in possession in the continued management
of their properties and operation of their businesses;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult
on the conduct of the cases, including all the legal administrative
requirements of operating under Chapter 11;
c. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions, defense of
any actions commenced against the estates, negotiate concerning
litigation in which the Debtors may be involved, and object to
claims filed against the estates;
d. prepare on the Debtors' behalf motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estates;
e. prepare and negotiate on the Debtors' behalf the Chapter 11
plan, disclosure statement, and all related agreements and
documents, and take any necessary action on behalf of the Debtors
to obtain confirmation of such plan;
f. advise the Debtors in connection with any sale of assets or
other transactions;
g. perform other necessary legal services and provide other
necessary legal advice to the Debtors in connection with the
Chapter 11 cases; and
h. appear before the Bankruptcy Court, any appellate court, and
the U.S. Trustee and protect the interests of the Debtors'
estates before such courts.
Zeichner Ellman will be paid at these hourly rates:
Partners $615 to $700
Associates $445 to $565
Paraprofessionals $175 to $275
Zeichner Ellman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The restructuring attorney leading the Zeichner Ellman engagement
is Nathan Schwed, Esq. a partner at Zeichner Ellman, whose hourly
rate for this matter is $700.
Zeichner Ellman was paid a retainer of $26,717 by Snap Developers
LLC.
Mr. Schwed assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Zeichner Ellman can be reached at:
Nathan Schwed, Esq.
ZEICHNER ELLMAN & KRAUSE LLP
1211 Avenue of the Americas, 40th Floor
New York, NY 10036
Tel: (212) 223-0400
Fax: (212) 753-0396
About 4202 KI TOV LLC
4202 KI TOV LLC is engaged in activities related to real estate.
4202 KI TOV LLC filed its voluntary petitions under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-40573) on Jan. 29,
2020. In the petition signed by Samuel Pfeiffer, manager, 4202 KI
TOV estimates $250,000 in assets and $12,300,000 in liabilities.
Nathan Schwed, Esq. at ZEICHNER ELLMAN & KRAUSE LLP represents the
Debtors as counsel.
A POTS & PANS: Seeks to Hire Bradford & Riley as Broker
-------------------------------------------------------
A Pots & Pans Production, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Indiana
to employ Bradford & Riley, Inc. as its broker.
The Debtor holds liquor license #RR32-30492, which was utilized at
the Brownsburg restaurant. As part of the settlement with the
Brownsburg Parties, the Debtor has agreed to renew the License and
then transfer it to the Brownsburg Parties.
Bradford & Riley, Inc. will assist the Debtor in renewing and
transferring the License. The Broker has agreed to provide these
services in exchange for a flat fee of $600.
The Broker is a disinterested party and does not have an adverse
relationship to this case, according to court filings.
The broker can be reached through:
Greg Genrich
Bradford & Riley Inc.
445 N Pennsylvania St #606
Indianapolis, IN 46204
Phone: +1 317-255-2424
Email: greg.genrich@barlap.com
About Scotty's Holdings
Scotty's Brewhouse is a craft beer sports bar with 16 locations
throughout Indiana, Illinois, Ohio, Florida, and Texas. The
original Scotty's Brewhouse was opened in Muncie, Indiana in 1996.
Scotty's Holdings, LLC, and its affiliates, including Scotty's
Brewhouse, filed voluntary petitions seeking relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 18-09243)
on Dec. 11, 2018. In the petitions signed by Berekk Blackwell,
executive manager, Scotty's Holdings was estimated to have $1
million to $10 million in both assets and liabilities and Scotty's
Brewhouse was estimated to have $100,000 to $500,000 in both assets
and liabilities.
The Debtors hired Quarles & Brady LLP, and Hester Baker Krebs LLC,
as attorneys.
ADVANTAGE HOLDCO: Hires Epiq as Claims and Noticing Agent
---------------------------------------------------------
Advantage Holdco, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Epiq Corporate Restructuring, LLC, as claims and noticing
agent to the Debtors.
Advantage Holdco requires Epiq to:
a. prepare and serve required notices and documents in the
bankruptcy case in accordance with the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure in the form and
manner directed by the Debtor and the Court, including (i)
notice of the commencement of the case and the initial
meeting of creditors under the Bankruptcy Code, (ii) notice
of any claims bar date, (iii) notice of transfer of claims,
(iv) notices of objections to claims and objections to
transfers of claims, (v) notices of any hearings on a
disclosure statement and confirmation of the Debtor's plan
or plans of reorganization, including under Bankruptcy Rule
3017(d), (vi) notice of the effective date of any plan and
(vii) all other notices, orders, pleadings, publications
and other documents as the Debtor or Court may deem
necessary or appropriate for an orderly administration of
the case;
b. maintain an official copy of the Debtor's schedules of
assets and liabilities and statement of financial affairs,
listing the Debtor's known creditors and the amounts owed
thereto;
c. maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a core
mailing list consisting of all parties described in
sections 2002(i), (j) and (k) and those parties that have
filed a notice of appearance pursuant to Bankruptcy Rule
9010; updated said lists and make said lists available upon
request by a party-in-interest or the Clerk;
d. furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the
filing of a proof of claim, after such notice and form are
approved by the bankruptcy Court, and notify said potential
creditors of the existence, amount and classification of
their respective claims as set forth in the Schedules,
which may be effected by inclusion of such information on a
customized proof of claim form provided to potential
creditors;
e. maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
f. for all notices, motions, orders or other pleadings or
documents served, prepare and file or caused to be filed
with the Clerk an affidavit or certificate of service
within seven (7) business days of service which includes
(i) either a copy of the notice served or the docket number
and title of the pleading served, (ii) a list of persons to
whom it was mailed, in alphabetical order, with their
addresses, (iii) the manner of service ,and (iv) the date
served;
g. process all proofs of claim received, including those
received by the Clerk's Office, and check said processing
for accuracy, and maintain the original proofs of claim in
a secure area;
h. maintain an electronic platform for purposes of filing
proofs of claim;
i. maintain the official claims register for the Debtor on
behalf of the Clerk; upon the Clerk's request, provide the
Clerk with certified, duplicate unofficial Claims Register;
and specify in the Claims Registers the following
information for each claim docketed (i) the claim number
assigned, (ii) the date received, (iii) the name and
address of the claimant and agent, if applicable, who filed
the claim, (iv) the amount asserted, (v) the asserted
classifications of the claim, (vi) the applicable Debtor,
and (vii) any disposition of the claim;
j. provide public access to the Claims Register, including
complete proofs of claim with attachments, if any, without
charge;
k. implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
l. record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
m. relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Epiq,
not less than weekly;
n. upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the claims register for the Clerk's review;
o. monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and changes to the
claims register;
p. assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtor or the Court,
including through the use of a case website and call
center;
q. if the case is converted to Chapter 7, contact the Clerk's
Office within three (3) days of the notice to Epiq
of entry of the order converting the case;
r. thirty (30) days prior to the close of the bankruptcy case,
request the Debtor submits to the Court a proposed Order
dismissing Epiq and terminating the services of such
agent upon completion of its duties and responsibilities
and upon the closing of the bankruptcy case;
s. within seven (7) days of notice to Epiq of entry of
an order closing the Chapter 11 case, provide to the
bankruptcy Court the final version of the claims register
as of the date immediately before the close of the case;
and
t. at the close of these chapter 11 cases, box and transport
all original documents, in proper format, as provided by
the Clerk's, to (i) the Federal Archives Record
Administration, located at 14700 Townsend Road,
Philadelphia, PA 19154-1096 or (ii) any other location
requested by the Clerk.
Epiq will be paid at these hourly rates:
Executives No Charge
Executive Vice President, Solicitation $215
Solicitation Consultant $190
Consultants/ Directors/Vice Presidents $160–$190
Case Managers $70-$165
IT / Programming $65–$85
Clerical/Administrative Support $25–$45
Epiq will be paid a retainer in the amount of $25,000.
Epiq will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Briant Hunt, a partner at Epiq Corporate Restructuring, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Epiq can be reached at:
Briant Hunt
EPIQ CORPORATE RESTRUCTURING, LLC
777 3rd Ave., 12th Floor
New York, NY 10017
Tel: (212) 225-9200
About Advantage Rent a Car
Advantage Rent A Car -- http://www.advantage.com/-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations. The parent entity, Advantage Holdco, is owned
by Toronto-based Catalyst Capital Group. Advantage has locations
in 27 markets, including New York, Los Angeles, Orlando, Las Vegas
and Hawaii, according to its website.
Advantage Holdco, Inc., doing business as Advantage Rent a Car,
sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11259) on
May 26, 2020.
Six related entities also sought bankruptcy protection.
The Hon. John T. Dorsey is the case judge.
Advantage 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 Debtors tapped COLE SCHOTZ P.C. as counsel; and MACKINAC
PARTNERS, LLC, as restructuring advisor.
AEPC GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AEPC Group, LLC
17731 Cowan
Irvine, CA 92611-4000
Business Description: AEPC Group, LLC is a full service,
multidiscipline architectural, engineering,
and construction services firm with
professional, technical and support
personnel.
Chapter 11 Petition Date: June 4, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-11611
Judge: Hon. Theodor Albert
Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
JEFFREY S. SHINBROT, APLC
15260 Ventura Blvd., Suite 1200
Sherman Oaks, CA 91403
Tel: 310-659-5444
E-mail: jeffrey@shinbrotfirm.com
Total Assets: $953,625
Total Liabilities: $1,327,056
The petition was signed by Ed Ghalib, president.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/UATVwo
AERIAL ROBOTICS: Has Final Approval on Cash Collateral Access
-------------------------------------------------------------
Judge Joel T. Marker authorized Aerial Robotics, Inc., to use cash
collateral, on a final basis, for a period of up to 90 days from
the Petition Date, or until the secured claim filed by Altabank,
formerly known as People's Intermountain Bank, is satisfied in full
or the plan confirmation, whichever is earlier. The Debtor will
use cash collateral to fund payroll and related taxes, insurance,
general overhead, business operations and restructuring costs, as
set forth in the budgets.
As of the Petition Date, the Debtor owes Altabank, pursuant to a
business loan agreement (as modified) (i) $233,642.83 in principal,
(ii) $1,968.36 in accrued interest, and (iii) $1,945.81 in late
fees. Altabank is successor-in-interest by merger to Town and
Country Bank, Inc.
Moreover, the Court directed the Debtor to submit to Altabank a
budget of revenues, expenses and net income for the second calendar
quarter of 2020.
About Aerial Robotics
Aerial Robotics, Inc., filed its voluntary petition under Chapter
11 of the Bankruptcy Code (Bankr. D. Utah Case No. 20-21313) on
March 4, 2020. In the petition signed by Kevin L.T. Stallard,
president, the Debtor was estimated to have $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. Andres Diaz,
Esq., at DIAZ & LARSEN, represents the Debtor.
AERO-MARINE TECHNOLOGIES: Taps Ayers Auction as Broker
------------------------------------------------------
Aero-Marine Technologies, Inc. received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Ayers
Auction and Real Estate as broker.
Ayers Auction will assist Debtor in the sale of real properties at
Big South Fork Airpark in Tennessee. The firm will receive 6
percent commission on the sales price of the property.
Will Armstrong, a real estate broker at Ayers Auction, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Will Armstrong
Ayers Auction and Real Estate
19048 Alberta St.
Oneida, TN 37841
Telephone: (423) 569-7922
Email: harrwill@yahoo.com
About Aero-Marine Technologies
Aero-Marine Technologies, Inc. provides total support for waste and
water system components found on Boeing, Airbus and Embraer
aircraft. It is a full-service maintenance, repair and overhaul
(MRO) with a worldwide customer base. For more information, visit
https://www.aero-marinetechnologies.com/
Aero-Marine Technologies sought bankruptcy protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07547) on
Aug. 9, 2019. Debtor's case is jointly administered with that of
Joseph N. Vaughn and Theresa L. Vaughn.
At the time of the filing, Debtor had estimated assets of between
$500,000 and $1 million and liabilities of between $1 million and
$10 million.
The Hon. Caryl E. Delano is the case judge. Stitchler, Riedel,
Blain & Postler, P.A. is Debtor's legal counsel.
AFFORDABLE KAR KARE: Has Interim Approval to Use Cash Collateral
----------------------------------------------------------------
Judge Stacey G.C. Jernigan authorized Affordable Kar Kare Inc., to
use cash collateral on an interim basis.
Pursuant to the interim order:
(a) First Bank and Trust is granted valid, binding, enforceable,
and perfected liens in all currently owned or hereafter acquired
property and assets of the Debtor, as well as replacement liens and
security interests, co-extensive with its prepetition liens;
(b) the Debtor will pay First Bank by February 20, 2020 the
amount of $10,000 as adequate protection;
(c) IRS will be granted replacement liens on post-petition cash
collateral and property of the Debtor;
(d) the Debtor will make a monthly adequate protection payment
to the IRS for $2,272 to be applied on the secured prepetition tax
debt, with the payment due on March 15, 2020 and on the 15th day of
each month thereafter until further Court order.
On May 6, 2020, the Court entered an order dismissing the Debtor's
case without prejudice, upon a motion filed by the U.S. Trustee.
The Debtor's case was terminated on May 21, 2020.
About Affordable Kar Kare
Affordable Kar Kare, Inc., sought Chapter 11 protection (Bankr.
N.D. Tex. Case No. 20-30066) on Jan. 6, 2020. At the time of the
filing, the Debtor had estimated assets of between $500,001 and $1
million and liabilities of between $100,001 and $500,000. Judge
Stacey G. Jernigan oversees the case. Joyce W. Lindauer Attorney,
PLLC, is the Debtor's legal counsel.
AKORN INC: S&L, Keller, Morgan Represent Class Claimants
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Stevens & Lee, P.C., Keller Lenkner LLC and Morgan
& Morgan submitted a verified statement that they are representing
the Class Claimants in the Chapter 11 cases of Akorn, Inc., et al.
S&L and its Co-counsel represent Eric Hestrup, plaintiff in a
nationwide class action further described below, as well as the
following class action plaintiffs in 28 federal district court
lawsuits: Ronald D. Stracener, F. Kirk Hopkins, Jordan Chu, Amel
Eiland, Nadja Streiter, Michael Konig, Eli Medina, Barbara Rivers,
Marketing Services of Indiana, Inc., Glenn Golden, Gretta Golden,
Michael Christy, Edward Grace, Debra Dawsey, Darcy Sherman,
Kimberly Brand, Lou Sardella, Michael Klodzinski, Kevin Wilk,
Heather Enders, Jason Reynolds, MSI Corporation, Deborah
Green-Kuchta, W. Andrew Fox, Dora Lawrence, Michael Lopez, Zachary
R. Schneider, William Taylor, William Stock and Al Marino, Inc., in
their individual and representative capacities in their respective
actions. All of the Private Insurance Class Actions have been and
remain stayed in connection with In re National Prescription Opiate
Litigation, No. 1:17-md-2804 (N.D. Ohio).
Dr. Eric Hestrup is the lead class claimant in a nationwide class
action complaint in the United States District Court for the
Northern District of Illinois, Hestrup v. Mallinckrodt PLC, et al.,
Case No. 19-cv-08453. The Hestrup Complaint was subsequently
transferred to the MDL and all proceedings in connection therewith
are currently stayed.
Generally, the Private Insurance Class Actions seek to hold
manufacturers and distributors of opioids, as well as pharmacies,
liable for their role in creating the opioid epidemic. While
Private Insurance Plaintiffs have not yet named Debtors in any of
the Private Insurance Class Actions, Debtors manufactured and sold
opioids and are therefore responsible for the opioid epidemic. As a
result, Private Insurance Plaintiffs will be asserting claims
herein on behalf of the Private Insurance Class Claimants.
The direct and proximate consequence of the misconduct of Opioid
Defendants including the Debtors is that every purchaser of private
health insurance in the United States paid higher premiums,
co-payments, and deductibles. Insurance companies have considerable
market power and pass onto their insureds the expected cost of
future care—including opioid-related coverage. Accordingly,
insurance companies factored in the unwarranted and exorbitant
healthcare costs of opioid-related coverage caused by Debtors and
other Opioid Defendants and passed all or virtually all of these
increased costs through to insureds in the form of higher premiums,
deductibles and co-payment.
As of May 26, 2020, Keller Lenkner LLC and Morgan & Morgan have
filed the following nationwide class action against Opioid
Defendants.
Morgan & Morgan has filed actions against Opioid Defendants on
behalf of the following:
-- Oklahoma
Mayes County
Rogers County
Nowata County
Creek County
Washington County
Okmulgee County
-- Kansas
Crawford County
Neosho County
-- West Virginia Counties
Barbour County
Clay County
Hardy County
Lincoln County
Mason County
McDowell County
Mercer County
Mingo County
Preston County
Taylor County
Tucker County
Webster County
Addison
Camden-on-Gauley
Chapmanville
Cowen
Delbarton
Gilbert
Hamlin and West Hamlin
Kermit
Matewan
Oceana
Grafton
Philippi
Point Pleasant
Welch
Williamson
Village of Barboursville
-- Missouri
City of Springfield
-- Florida
Boca Raton
Broward County (Multi-Firm)
City of Hollywood
Cutler Bay
Dade City
Deerfield Beach
Ft. Lauderdale
Hallandale
Lauderhill
Miramar
Monroe County
Orlando
Pembroke Pines
Pine Crest
None of these plaintiffs has any "disclosable economic interest"
other than as disclosed in the preceding paragraphs.
Other than as disclosed herein, S&L does not currently represent or
claim to represent any other entity with respect to the Debtors'
cases, and does not hold any claim against or interest in the
Debtors or their estates.
Certain of the Co-counsel do represent other entities in actions
also currently stayed in connection with the MDL. They and the
parties they represent are identified in the attached Exhibit A.
S&L reserves its right to revise or supplement this verified
statement as may be necessary or appropriate. This statement is
provided without prejudice to the right of S&L and its clients to
file any further statements, claims, adversary complaints,
documents, notices or pleadings in these chapter 11 cases.
Counsel for Eric Hestrup, et al. can be reached at:
Stevens & Lee, P.C.
Joseph H. Huston, Jr., Esq.
919 North Market Street, 13th Floor
Wilmington, DE 19801
Tel: (302) 425-3310
Fax: (610)371-7972
E-mail: jhh@stevenslee.com
- and -
Nicholas F. Kajon, Esq.
Constantine D. Pourakis, Esq.
485 Madison Avenue, 20th Floor
New York, NY 10022
Tel: (212) 319-8500
Fax: (212) 319-8505
E-mail: nfk@stevenslee.com
cp@stevenslee.com
- and -
Keller Lenkner LLC
Ashley Keller, Esq.
Seth Meyer, Esq.
150 North Riverside Plaza, Suite
4270 Chicago, IL 60606
Tel: (312) 741-5220
E-mail: ack@kellerlenkner.com
sam@kellerlenkner.com
- and -
Morgan & Morgan
Juan R. Martinez, Esq.
201 N. Franklin Street, 7th Floor
Tampa, FL 33602
Tel: (813) 223-5505
Fax: (813) 393-5489
E-mail: juanmartinez@ForThePeople.com
- and -
James Young, Esq.
76 S. Laura St., Suite 1100
Jacksonville, FL 32202
Tel: (904) 361-0012
Fax: (904) 361-4307
E-mail: jyoung@ForThePeople.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/E7cmTv and https://is.gd/TGcY8F
About Akorn, Inc.
Akorn, Inc. (Nasdaq: AKRX) -- http://www.akorn.com/-- is a
specialty pharmaceutical company that develops, manufactures, and
markets generic and branded prescription pharmaceuticals, branded
as well as private-label over-the-counter consumer health products,
and animal health pharmaceuticals. Akorn is headquartered in Lake
Forest, Illinois, and maintains a global manufacturing presence,
with pharmaceutical manufacturing facilities located in Illinois,
New Jersey, New York, Switzerland, and India.
Akorn, Inc., and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 20-11178) on May 20, 2020.
As of March 31, 2020, the Debtors disclosed total assets of
$1,032,275,000 and total liabilities of $1,051,769,000.
The cases are assigned to Judge John T. Dorsey.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their general bankruptcy counsel. Richards,
Layton & Finger, P.A., is the Debtors' local counsel.
AlixPartners, LLP, serves as the Debtors' restructuring advisor,
and PJT Partners LP is the financial advisor and investment banker.
Kurtzman Carson Consultants, LLC, is the notice and claims agent.
AKORN INC: Young Conaway, Gibson Represent Term Lender Group
------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Gibson, Dunn & Crutcher LLP and Young Conaway
Stargatt & Taylor, LLP submitted a verified statement to disclose
that they are representing the Ad Hoc Term Lender Group in the
Chapter 11 cases of Akorn, Inc., et al.
In October 2019, the Ad Hoc Term Lender Group retained Gibson, Dunn
& Crutcher LLP to represent them as counsel in connection with a
potential restructuring of the outstanding debt obligations of the
above-captioned debtors and certain of their subsidiaries and
affiliates. Gibson Dunn subsequently retained Young Conaway
Stargatt & Taylor, LLP on behalf of the Ad Hoc Term Lender Group as
Delaware counsel to the Ad Hoc Term Lender Group when the Debtors
determined to pursue a chapter 11 proceeding in the United States
Bankruptcy Court for the District of Delaware.
Gibson Dunn and Young Conaway represent the members of the Ad Hoc
Term Lender Group in their capacity as lenders under that certain
Credit Agreement, dated as of April 17, 2014 by and among Akorn,
Inc., certain of the Debtors, as Guarantors, the lenders party
thereto, and Wilmington Savings Fund Society, FSB, as successor
administrative agent.
Gibson Dunn and Young Conaway do not represent or purport to
represent any other entities in connection with the Debtors'
chapter 11 cases, except that Young Conaway also serves as Delaware
counsel to Wilmington Savings Fund Society, FSB solely in its
capacity as agent under the above-referenced Credit Agreement and
in connection with the Debtors' proposed post-petition financing.
Gibson Dunn and Young Conaway do not represent the Ad Hoc Term
Lender Group as a "committee" and do not undertake to represent the
interests of, and are not fiduciaries for, any creditor, party in
interest, or other entity that has not signed a retention agreement
with Gibson Dunn or Young Conaway, as applicable. In addition, the
Ad Hoc Term Lender Group does not represent or purport to represent
any other entities in connection with the Debtors' chapter 11
cases.
Upon information and belief formed after due inquiry, Gibson Dunn
and Young Conaway do not hold any disclosable economic interests in
relation to the Debtors.
As of May 22, 2020, members of the Ad Hoc Term Lender Group and
their disclosable economic interests are:
Eaton Vance Management
* Principal Amount of Term Loan
Credit Agreement Claims Held: $68,825,566.86
CIFC Asset Management
* Principal Amount of Term Loan
Credit Agreement Claims Held: $73,483,041.08
Carlyle Investment Management LLC
* Principal Amount of Term Loan
Credit Agreement Claims Held: $2,848,240.91
Credit Suisse Asset Management, LLC
* Principal Amount of Term Loan
Credit Agreement Claims Held: $98,386,908.64
Western Asset Management
* Principal Amount of Term Loan
Credit Agreement Claims Held: $10,028,296.00
PineBridge Investments
* Principal Amount of Term Loan
Credit Agreement Claims Held: $35,900,000.00
Stonehill Capital Management
* Principal Amount of Term Loan
Credit Agreement Claims Held: $80,125,000.00
* Equity Held in Akorn: 4,395,639.00
Canyon Capital Advisors LLC
* Principal Amount of Term Loan
Credit Agreement Claims Held: $143,004,957.42
* Equity Held in Akorn: 4,997,800.00
Symphony Asset Management
* Principal Amount of Term Loan
Credit Agreement Claims Held: $9,537,457.00
Nut Tree Capital Management
* Principal Amount of Term Loan
Credit Agreement Claims Held: $27,719,287.00
Neuberger Berman
* Principal Amount of Term Loan
Credit Agreement Claims Held: $51,871,131.34
MidOcean Partners L.P.
* Principal Amount of Term Loan
Credit Agreement Claims Held: $8,551,387.00
Cetus Capital LLC
* Principal Amount of Term Loan
Credit Agreement Claims Held: $20,000,000.00
Rubric Capital Management LP
* Principal Amount of Term Loan
Credit Agreement Claims Held: $20,037,944.00
* Equity Held in Akorn: 4,470,111.00
Contrarian Capital Management, L.L.C.
* Principal Amount of Term Loan
Credit Agreement Claims Held: $12,005,312.50
Counsel to the Ad Hoc Term Lender Group can be reached at:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Robert S. Brady, Esq.
Robert F. Poppiti, Jr., Esq.
Allison S. Mielke, Esq.
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: rbrady@ycst.com
rpoppiti@ycst.com
amielke@ycst.com
- and -
GIBSON, DUNN & CRUTCHER LLP
Scott J. Greenberg, Esq.
Steven A. Domanowski, Esq.
Jeremy D. Evans, Esq.
200 Park Avenue
New York, NY 10166
Telephone: (212) 351-4000
Facsimile: (212) 351-4035
Email: sgreenberg@gibsondunn.com
sdomanowski@gibsondunn.com
jevans@gibsondunn.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/A6n1ME
About Akorn Inc.
Akorn, Inc. (Nasdaq: AKRX) -- http://www.akorn.com/-- is a
specialty pharmaceutical company that develops, manufactures, and
markets generic and branded prescription pharmaceuticals, branded
as well as private-label over-the-counter consumer health products,
and animal health pharmaceuticals. Akorn is headquartered in Lake
Forest, Illinois, and maintains a global manufacturing presence,
with pharmaceutical manufacturing facilities located in Illinois,
New Jersey, New York, Switzerland, and India.
Akorn, Inc., and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 20-11178) on May 20, 2020.
As of March 31, 2020, the Debtors disclosed total assets of
$1,032,275,000 and total liabilities of $1,051,769,000.
The cases are assigned to Judge John T. Dorsey.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their general bankruptcy counsel. Richards,
Layton & Finger, P.A., is the Debtors' local counsel.
AlixPartners, LLP, serves as the Debtors' restructuring advisor,
and PJT Partners LP is the financial advisor and investment banker.
Kurtzman Carson Consultants, LLC, is the notice and claims agent.
AMC ENTERTAINMENT: Moody's Cuts CFR to Caa3 on Debt Exchange Offer
------------------------------------------------------------------
Moody's Investors Service has downgraded AMC Entertainment
Holdings, Inc.'s Corporate Family Rating to Caa3 from Caa1 and the
Probability of Default Rating to Caa3-PD from Caa1-PD.
Concurrently, Moody's downgraded AMC's senior secured debt to Caa2
from B3 (consisting of a $225 million revolving credit facility,
$1.99 billion outstanding senior secured term loan and $500 million
first-lien notes) and $2.3 billion of senior subordinated notes to
Ca from Caa2. The Ca ratings on the senior subordinated notes
reflect the likelihood of a distressed debt exchange and low
anticipated recovery prospects based on the proposed exchange offer
from AMC. The Speculative Grade Liquidity Rating was downgraded to
SGL-4 from SGL-3. The outlook remains negative.
RATINGS RATIONALE
The two-notch downgrade action reflects the high likelihood that
AMC will pursue a distressed debt exchange following the recent
commencement of private exchange offers to convert its $2.3 billion
senior subordinated notes to a new tranche of debt at a diminished
value relative to the original obligations as disclosed in AMC's
Form 8k filing dated June 3, 2020 [1]. The new six-year notes will
be secured by a second-lien to substantially all of the company's
tangible and intangible assets. The second-lien notes will have a
12% coupon that will accrue in the form of PIK interest in the
first year and paid in cash thereafter until the 2026 maturity. The
Exchange Offers and Consent Solicitations will expire on June 30,
2020 with an early deadline date of 16 June 2020. The offer price
varies by tranche with an approximate average price of 52% of par
value, if noteholders tender prior to the early deadline, or 50% of
par value, if they tender after the early deadline. The size of the
new second-lien notes is currently undetermined as it will depend
on the participation level of existing senior subordinated
noteholders. Specifically, AMC seeks to raise up to $640 million of
new second-lien notes if less than 50% of noteholders in each
tranche consent to the exchange offer. However, if the more than
50% of noteholders per tranche participate, AMC plans to raise up
to $1.2 billion of new second-lien notes and eliminate the
covenants in the remaining untendered and outstanding senior
subordinated notes.
Moody's views the proposed distressed debt exchange as an event of
default once the transaction closes. Upon closing, Moody's will
append the "LD" designation to the PDR, which will be removed after
three business days. The designation results from Moody's practice
of interpreting circumstances in which a debt holder accepts a
compromise offering of a diminished financial obligation as an
indication of an untenable debt capital structure. The "/LD"
component would signal that a "limited default" has occurred on the
exchanged securities. The debt exchange is specifically designed to
reduce the debt and interest expense burden and force creditors to
recognize losses, which represents the occurrence of a deemed
default. On or shortly after closing, Moody's will reassess the
ratings of the revised debt capital structure given that the new
second-lien debt class will alter the relative proportions of
structural/contractual subordination and likely result in changes
to loss given default assessments for certain instruments.
The Caa3 rating incorporates governance risks, specifically the
likelihood that leverage will remain above 9x over the next two
years given the company's profitability and liquidity challenges
resulting from the novel coronavirus, economic recession, secular
pressures facing the cinema industry, likely near-term distressed
debt exchange as well as a potential future balance sheet
restructuring or bankruptcy filing.
The rating also reflects the economic impact from the forced
closure of AMC's global theatre circuit in mid-March arising from
the COVID-19 outbreak and ensuing economic recession on the
company's profitability, debt protection measures and liquidity.
Moody's expects AMC to gradually reopen its US theatres in July to
coincide with the scheduled release of two blockbuster films, Tenet
(July 17, 2020) and Mulan (July 24, 2020). However, Moody's expects
moviegoer demand will remain challenged as some consumers avoid
public gatherings and the potential for infection given continuing
circulation of the virus in the population. Notably, Moody's
expects OTT video streaming services will reap benefits as film
studios increasingly release movies to online platforms
concurrently with their theatrical release or very soon thereafter
as entertainment shifts back home during the coronavirus outbreak.
With the global economy in recession this year combined with the
prospect of extended business closures, layoffs and high rates of
unemployment, an erosion of consumer confidence will lead to a
reduction in discretionary consumption. Given these economic
realities, even if AMC's theatres reopen in July, Moody's expects
moviegoer demand will be weak, which will also be affected by
likely reduced seating capacity and social distancing guidelines.
The supply of movies has also been impacted since the major film
studios have postponed numerous releases that were scheduled to
open through the end of July. As such, the expected timing for
reopening AMC's theatres will negatively impact ticket sales,
especially because cinema operators generate the majority of their
annual revenue during the important May to early September box
office season.
AMC benefits from its national scale and diversity as the world's
largest movie exhibitor with operations in 44 US states and 14
countries overseas (13 European and one Middle Eastern) and leading
market shares in most of its markets. Positive considerations
include AMC's variable cost structure that facilitated meaningful
cost reductions in the short-run, as well as its business line
diversity with admissions representing around 60% of total revenue
and higher margin concessions accounting for 31%.
The negative outlook reflects the possibility the debt exchange
could be unsuccessful resulting in a capital structure that remains
untenable. The negative outlook also considers Moody's expectation
for lower revenue and EBITDA this year coupled with weakened
liquidity as a result of the temporary closure of AMC's theatre
circuit. It also incorporates the numerous uncertainties related to
the social considerations and economic impact from COVID-19 on
AMC's cash flows and liquidity, especially if the virus continues
to spread in certain regions or resurfaces later this year, forcing
AMC to keep some of its theatres closed for a protracted period or
experience a second suspension of its operations. The negative
outlook embeds Moody's view that AMC will face negative operating
cash flows through Q4 2020 despite the phased reopenings planned in
July. The $500 million first-lien notes issued in April provided
the company with sufficient liquidity to cover its cash burn
through Q3 2020. However, Moody's is concerned that the company's
liquidity will be exhausted in Q4 2020 and AMC will require
additional external financing if it is unable to successfully
execute the debt exchange, which should facilitate a meaningful
interest expense savings and improve operating cash flow generation
over the next twelve months. The company's statement in its recent
Form 8k filing [1] casting substantial doubt as to whether it can
continue as a going concern as a result of lower-than-expected
revenue or a recurrence of COVID-19 is also embedded in the
negative outlook.
AMC has obtained covenant waivers from its banks through the
quarter ending March 31, 2021 given that the headroom under its US
credit facility's springing covenant and UK facility's maintenance
covenant will tighten materially over the coming quarters. Cash
balances totalled $718.3 million as of April 30, 2020.
ESG CONSIDERATIONS
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 movie theatre
sector has been one of the sectors most significantly affected by
the shock given its sensitivity to consumer demand and sentiment.
More specifically, the weaknesses in AMC's credit profile,
including its exposure to the US and European economies have left
it vulnerable to shifts in market sentiment in these unprecedented
operating conditions and AMC remains vulnerable to the outbreak's
continuing 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 AMC of the breadth and severity of the shock, and the
broad deterioration in credit quality it has triggered.
STRUCTURAL CONSIDERATIONS
The Caa2 ratings on AMC's senior secured bank credit facilities and
new $500 million first-lien notes reflect their diminished expected
recovery prospects due to the numerous uncertainties and challenges
facing the company as well as their first-out payment position
versus the senior subordinated noteholders. The new first-lien
notes will share a first-priority lien on substantially all
tangible and intangible assets of the company with the senior
secured bank credit facility lenders. The Ca ratings on the senior
subordinated notes reflect the likelihood of a distressed debt
exchange as well as their subordinated position to a sizeable
amount of first-lien debt and low anticipated recovery prospects
based on the proposed exchange offer from AMC.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating outlook could be revised to stable if AMC reopens the
majority of its theatres in July as currently planned, attendance
revives to profitable levels and AMC returns to positive operating
cash flow. A successful closing of the proposed debt exchange in
which $1.2 billion of new second-lien notes are exchanged for
nearly all of the existing senior subordinated notes could also
result in a stable outlook.
A ratings upgrade is unlikely over the near-term given the
expectation for weak operating performance and challenged debt
protection measures. Over time, an upgrade could occur if the
company experiences positive growth in box office attendance,
stable-to-improving market share, higher EBITDA and margins,
enhanced liquidity, and exhibits prudent financial policies that
translate into an improved credit profile. An upgrade would also be
considered if financial leverage as measured by total debt to
EBITDA is sustained below 7x (Moody's adjusted) and free cash flow
as a percentage of total debt improves to the 0%-1% range (Moody's
adjusted).
The ratings could be downgraded if Moody's expects: (i) AMC will be
unable to successfully complete the proposed debt exchange; (ii)
AMC will pursue a second distressed debt exchange for the senior
secured debt instruments; or (iii) a high likelihood of a balance
sheet restructuring or bankruptcy filing.
SUMMARY OF ITS RATING ACTIONS
Ratings Downgraded:
Issuer: AMC Entertainment Holdings, Inc.
Corporate Family Rating, Downgraded to Caa3 from Caa1
Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD
$225 Million Revolving Credit Facility due 2024, Downgraded to Caa2
(LGD2) from B3 (LGD2)
$1,980 Million Outstanding Senior Secured Term Loan B1 due 2026,
Downgraded to Caa2 (LGD2) from B3 (LGD2)
$500 Million Senior Secured First-Lien Notes due 2025, Downgraded
to Caa2 (LGD2) from B3 (LGD2)
GBP500 Million (US$ 617.3 Million) 6.375% Senior Subordinated Notes
due 2024, Downgraded to Ca (LGD5) from Caa2 (LGD5)
$600 Million 5.750% Senior Subordinated Notes due 2025, Downgraded
to Ca (LGD5) from Caa2 (LGD5)
$595 Million 5.875% Senior Subordinated Notes due 2026, Downgraded
to Ca (LGD5) from Caa2 (LGD5)
$475 Million 6.125% Senior Subordinated Notes due 2027, Downgraded
to Ca (LGD5) from Caa2 (LGD5)
Speculative Grade Liquidity Actions:
Issuer: AMC Entertainment Holdings, Inc.
Speculative Grade Liquidity, Downgraded to SGL-4 from SGL-3
Outlook Actions:
Issuer: AMC Entertainment Holdings, Inc.
Outlook, Remains Negative
Headquartered in Leawood, Kansas, AMC Entertainment Holdings, Inc.
is the largest movie exhibitor in the US and globally, operating
996 movie theatres with 10,973 screens in 15 countries across the
US, Europe and the Middle East. The company is 50% owned by Dalian
Wanda Group Co. Ltd. Revenue totaled approximately $5.2 billion for
the twelve months ended March 31, 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
AMERICAN LIQUOR: Seeks to Hire Kamatar Vijay CPA as Accountant
--------------------------------------------------------------
American Liquor & Foodmart, LLC seeks authority from the U.S.
Bankruptcy Court for the Central District of Illinois to hire
Kamatar Vijay CPA LLC as its accountant.
These services would be done by Kamatar Vijay on a monthly flat fee
basis at $400 per month: Biweekly payroll preparation, monthly
sales tax return preparation and filing, quarterly payroll tax
return preparation and filing, monthly accounting writeup using
Quickbooks.
Services not included in flat fee package would be billed at the
rate of $100 per hour.
Vijay Kamatar, CPA, assures the court that she is a "disinterested
person" pursuant to 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Vijay Kamatar, CPA
Vijay Kamatar CPA, LLC
2422 East Washington Street, Suite 201
Bloomington, IL 61704
Tel: (309) 663-7100
Fax: (866) 543-3460
About American Liquor & Foodmart
American Liquor & Foodmart, LLC, a privately held company that owns
and operates convenience store and gas station, filed a voluntary
Chapter 11 petition (Bankr. C.D. Ill. Case No. 20-80044) on Jan 13,
2020. In the petition signed by Pradeep Kataria, manager, the
Debtor estimated $1 million to $10 million in both assets
liabilities. Judge Thomas L. Perkins oversees the case. Sumner A.
Bourne, Esq., at Rafool, Bourne & Shelby, P.C., is the Debtor's
legal counsel.
ANA M GARZA: Seeks Conditional Approval of Disclosures
------------------------------------------------------
Ana M Garza, Inc. commenced this case by the filing of a voluntary
petition under Chapter 11 of the United States Bankruptcy Code on
November 3, 2019.
The Debtor continues as a debtor-in-possession pursuant to Sec.
1107 and 1108 of the Bankruptcy Code.
The Debtor is a Chapter 11 Small Business Debtor.
The Debtor seeks conditional approval of the Disclosure Statement
filed May 13, 2020, pursuant to the provisions of 11 U.S.C.
§1125(f).
Counsel for Debtor and Debtor in Possession:
Robert T. DeMarco
Michael S. Mitchell
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805 Plano, TX 75075
Tel: 972-578-1400
Fax: 972-346-6791
E-mail: robert@demarcomitchell.com
E-mail: mike@demarcomitchell.com
About Ana M Garza
Based in Garland, Texas, Ana M Garza, Inc., filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code
(Bankr. N.D. Tex. Case No. 19-33677) on Nov 3, 2019, listing under
$1 million in both assets and liabilities. Robert Thomas DeMarco,
Esq. at DEMARCO MITCHELL, PLLC represents the Debtor.
ANA M GARZA: Unsecureds to Get 100% of Claims Under Plan
--------------------------------------------------------
Ana M Garza, Inc., submitted a Chapter 11 Plan and a Disclosure
Statement.
General unsecured creditors are classified in Class 3B and will
receive a distribution of approximately 100% of their Allowed
Claims, to be distributed quarterly after the Effective Date on a
pro rata basis from the unsecured creditor pool. The Plan does not
impact the personal guarantee obligations of the Debtor's principal
unless otherwise stated herein.
Class 1B Secured Claim of Five Star Bank is impaired with estimated
allowed claim of $45,529 and estimated distribution of $53,770.
This class will be paid in full and amortized over 5 years at 6.75%
(monthly payments of $896.17).
Class 3A Administrative Convenience Claims are impaired and will be
paid cash equal to lesser of $100 or Allowed Amount of Claim.
Class 3B General Unsecured Claims totaling $706,244 are impaired.
This class will be paid pro rata distribution from the unsecured
creditor pool.
Based upon the Financial Projections and the assumptions set forth
herein, the Debtor believes it will have adequate cash flow to make
all required Plan payments from operational revenue.
A full-text copy of the Disclosure Statement dated May 13, 2020, is
available at https://tinyurl.com/ycg7eg4r from PacerMonitor.com at
no charge.
Attorneys for the Debtor:
Robert T. DeMarco
Michael S. Mitchell
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Tel: 972-578-1400
Fax: 972-346-6791
E-mail: robert@demarcomitchell.com
E-mail: mike@demarcomitchell.com
About Ana M Garza, Inc.
Based in Garland, Texas, Ana M Garza, Inc. filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code
(Bankr. N.D. Tex. Case No. 19-33677) on Nov 3, 2019, listing under
$1 million in both assets and liabilities. Robert Thomas DeMarco,
Esq., at DEMARCO MITCHELL, PLLC, represents the Debtor.
AQUARIUS BUILDING: Hires Newpoint Advisors as Accountant
--------------------------------------------------------
Aquarius Building, LLC, filed an amended application seeking
authority from the US Bankruptcy Court for the Southern District of
Florida to hire Carin Sorvik, CPA of Newpoint Advisors Corporation
as its accountant.
The Debtor intends to utilize Ms. Sorvik to prepare monthly
operating reports, assist with bookkeeping, tax planning and
preparation and with working on financial projections to support
the Debtor's plan of reorganization.
The Debtor has agreed to pay the firm a $10,00 post-petition
retainer for representation in this proceeding.
Ms. Sorvick disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Carin Sorvick
Newpoint Advisors Corporation
843 Fieldstone Way
West Palm Beach, FL 33413
About Aquarius Building
Aquarius Building, Inc., a swimming pool contractor based in
Hialeah, Fla., sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 20-15108) on May 7, 2020, listing under $1 million in both
assets and liabilities. Judge Robert A. Mark oversees the case.
Debtor is represented by Hoffman, Larin & Agnetti, P.A.
ASOCIACION DE PROPIETARIOS: Answers Plan Disclosure Objections
--------------------------------------------------------------
Asociacion de Propietarios Condominio Radio Centro responded to the
objection to the Disclosure Statement filed by Prasa.
In response to the objection, the Debtor pointed out that:
a. Failure to disclose co-debtors - The schedule H has been
amended as per docket 91 to inform all the individual apartment
owners.
b. Failure to disclose name of all members and/or equity holders
- The Statement of Financial Affairs, at number 28, has been
amended accordingly as per docket 92.
c. Conflicting financial information as to the percent of the
debt to be paid to general unsecured creditors - It has been
addressed as per Supplements filed at dockets 93 and 94.
d. Missing MOR's - At this time, the Debtor is up to date in the
monthly operating reports up to March. 2020.
Counsel for the Debtor:
GLORIA M. JUSTINIANO
USDC- PR - 207603
Ensanche Martinez, 8 Ramirez Silva St.
Mayagüez, PR 00680
(787) 222-9272
justinianolaw@gmail.com
About Asociacion De Propietarios
Condominio Radio Centro
Asociacion De Propietarios Condominio Radio Centro sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 19-02202) on April 23, 2019. At the time of the filing,
the Debtor was estimated to have assets of less than $100,000 and
liabilities of less than $500,000. Gloria Justiniano Irizarry,
Esq., at JUSTINIANO'S LAW OFFICE, is the Debtor's counsel.
ASOCIACION DE PROPIETARIOS: Files Supplement to Disclosures
-----------------------------------------------------------
Asociacion De Propietarios Condominio Radio Centro filed a
supplement to the Amended Disclosure Statement
Notice was given to the creditors and parties in interest of the
Order of this Court the scheduling the hearing for the approval of
the Amended Disclosure Statement for June 11, 2020 at 9:30 a.m.
The Amended Disclosure Statement dated Dec. 11, 2019 shall be
supplemented as follows:
* The description of the Insiders of the Debtor, page B, Section
B shall read as follows:
"B. Insiders of the Debtor
Mr. Abraham Davila Perez is the administrator, and he has been
authorized by the Association to represent the Debtor before this
Court. Members of the Board of Directors do not receive any income
neither have any equity nor interest pertaining the Debtor.
List of individual apartment owners, which are co-debtors and
member of Asociacion de Condomines, is attached herebt as Exhibit A
of this Supplement.”
* The treatment of class 1 general unsecured creditors shall
read as follows:
"The total unsecured claims (whether claimed or listed) subject to
distribution is $209,086.80. CLASS 1 claimants shall receive from
the Debtor a non-negotiable, interest bearing at 2.5% annually,
promissory note dated as of the Effective Date. Creditors in this
class shall receive a total repayment of 35 % of their claimed or
listed debt which equals $73.180.38. plus 2.50 % annual interest,
to be paid Pro Rata to all allowed claimants under this class. The
Debtor will comply with 113 equal monthly installments of $725 each
(principal plus 2.50 % interest) to be distributed pro rata among
them. The debtor will commence with the monthly installments within
sixty (60) days of the effective date of the Amended Plan."
A full-text copy of the Supplement to Amended Disclosure Statement
dated May 13, 2020, is available at https://tinyurl.com/ycwjskyg
from PacerMonitor.com at no charge.
Attorney for the Debtor:
GLORIA M. JUSTINIANO
Ensanche Martinez
8 Ramirez Silva St.
Mayaguez, PR 00680
Tel: (787) 222-9272
E-mail: Justinianolaw@gmail.com
About Asociacion De Propietarios
Condominio Radio Centro
Asociacion De Propietarios Condominio Radio Centro sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 19-02202) on April 23, 2019. At the time of the filing,
the Debtor was estimated to have assets of less than $100,000 and
liabilities of less than $500,000. Gloria Justiniano Irizarry,
Esq., at JUSTINIANO'S LAW OFFICE, is the Debtor's counsel.
AVALANCHE COMPANY: Taps Bruce R. Babcock as Legal Counsel
---------------------------------------------------------
Avalanche Company, LLC received approval from the U.S. Bankruptcy
Court for the Southern District of California to employ the Law
Office of Bruce R. Babcock, Esq., as its legal counsel.
The firm will represent Debtor in its Chapter 11 case and will be
paid at the rate of $225 per hour for its services.
The firm received the sum of $12,500, of which $1,500 is payment
for the pre-bankruptcy services it provided to Debtor.
Bruce Babcock, Esq., disclosed in court filings that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Bruce R. Babcock, Esq.
Law Office of Bruce R. Babcock, Esq.
4808 Santa Monica Ave.
San Diego, CA 92107
Telephone: (619) 222-2661
About Avalanche Company
Avalanche Company, LLC, owner of sporting goods, hobby and musical
instrument stores, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Calif. Case No. 20-01229) on March 3,
2020. At the time of the filing, Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range. Judge
Christopher B. Latham oversees the case. Debtor is represented by
the Law Office of Bruce R. Babcock, Esq.
BA GENERAL INC: Hires Malikowski Law as Bankruptcy Counsel
----------------------------------------------------------
BA General, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Nevada to employ Malikowski Law Offices, Ltd.,
as bankruptcy counsel to the Debtor.
BA General, Inc. requires Malikowski Law to:
(a) examine and prepare of records and reports as required by
the Bankruptcy Code, Federal Rules of Bankruptcy Procedure
and Local Bankruptcy Rules;
(b) prepare applications and proposed orders to be submitted
to the Court;
(c) identify and prosecute of claims and causes of action
assertible by Applicant on behalf of the estate herein;
(d) examine of proofs of claim anticipated to be filed herein
and the possible prosecution of objections to certain of
such claims;
(e) advise the Debtor and preparing documents in connection
with the contemplated ongoing operation of the Debtor's
business, if any;
(f) assist and advise the Debtor in performing other official
functions as set forth in Section 521, et seq., of the
Bankruptcy Code; and
(g) advise and prepare a Plan of Reorganization and related
documents, and confirmation of said Plan, as provided in
Section 1101, et seq., of the Bankruptcy Code.
Malikowski Law will be paid at these hourly rates:
Attorneys $350
Paraprofessionals $150 to $250
Malikowski Law will be paid a retainer in the amount of $4,000.
Malikowski Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Paul J. Malikowski, a partner at Malikowski Law Offices, Ltd.,
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.
Malikowski Law can be reached at:
Paul J. Malikowski, Esq.
MALIKOWSKI LAW OFFICES, LTD.
P.O. Box 9030
Reno, NV 89507-9030
Tel: (775)786-0758
Fax: (800)331-9501
E-mail: paul@nvlaw.com
About BA General
BA General Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 20-50402) on April 6, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by the LAW OFFICES OF PAUL J MALIKOSWKI.
BILLINGS LODGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Billings Lodge, No. 394, Benevolent and Protective
Order of Elks of United States of America
934 Lewis Avenue
Billings, MT 59101
Business Description: The Debtor is a tax-exempt civic and
social organization.
Chapter 11 Petition Date: June 4, 2020
Court: United States Bankruptcy Court
District of Montana
Case No.: 20-10110
Debtor's Counsel: Martin S. Smith, Esq.
FELT MARTIN PC
2825 3rd Avenue North, Suite 100
Billings, MT 59101
Tel: (406) 248-7646
Email: msmith@feltmartinlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeffery R. Isom, exalted ruler.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/KuixT3
BIZNESS AS USUAL: Seeks to Hire an Accountant
---------------------------------------------
Bizness as Usual Inc. seeks authority from the US Bankruptcy Court
for the Eastern District of Pennsylvania to employ an accountant.
The Debtor wishes to employ Erica Booth, a business and tax
accountant.
Ms. Booth will provide these services:
(a) prepare monthly operating reports;
(b) perform all other accounting services for the Debtor which
may be necessary herein, including advise the Debtor concerning and
preparing financial reports and tax documents and other papers
which may be filed in the Debtor's Chapter 11 case.
(c) review the documents generated in the ordinary course of
business and provide analysis and prepare reports based on these
documents.
Ms. Booth will bill the rate of $200 for the preparation of each
monthly operating report and $150 an hour for accounting services.
Ms. Booth assures the court that she is a disinterested person
within the meaning of Sec. 101 (14) of the Bankruptcy Code.
Ms. Booth can be reached through:
Erica Booth, CPA
Erica Booth Tax & Accounting Services
31 N Lansdowne Ave
Lansdowne, PA 19050
Phone: +1 610-713-5636
About Bizness as Usual Inc.
Based in Villanova, Pennsylvania, Bizness as Usual Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa.
Case No. 19-16477) on Oct. 15, 2019, listing under $1 million in
both assets and liabilities. Michael P. Kutzer, Esq. at Michael P
Kutzer, Attorney At Law, represents the Debtor as counsel.
BSI LLC: Seeks Court Approval to Hire Paul Reece as Legal Counsel
-----------------------------------------------------------------
BSI, LLC – 33 Smiley Ingram seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Paul Reece Marr, P.C. as its legal counsel.
Paul Reece Marr will advise Debtor of its powers and duties in the
continued operation and management of its affairs and will provide
other legal services in connection with its Chapter 11 case.
The firm's professionals will be paid at hourly rates as follows:
Paul Reece Marr, Esq. $375
Paralegal $150
Clerical $75
The firm received a $10,000 retainer, plus $1,717 for the filing
fee.
Paul Reece Marr, Esq., disclosed in court filings that his firm is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Paul Reece Marr, Esq.
Paul Reece Marr, P.C.
300 Galleria Parkway, NW, Suite 960
Atlanta, GA 30339
Telephone: (770) 984-2255
Email: paul.marr@marrlegal.com
About BSI, LLC – 33 Smiley Ingram
BSI, LLC - 33 Smiley Ingram, a single asset real estate (as defined
in 11 U.S.C. Section 101(51B)), sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-40882) on May
4, 2020. The petition was signed by Brian Alan Stewar, Debtor's
manager. At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge Paul W. Bonapfel oversees the case. Debtor tapped
Paul Reece Marr, P.C. as legal counsel.
BUZZARDS BENCH: Seeks to Hire Claro LLC as Financial Advisor
------------------------------------------------------------
Buzzards Bench, LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Claro, LLC, as financial and marketing advisor to the
Debtors.
Buzzards Bench requires Claro LLC to:
a. assist in the review of reports or filings as required by
the Bankruptcy Court or the Office of the U.S. Trustee,
including, but not limited to, schedules of assets and
liabilities, statement of financial affairs, and monthly
operating reports;
b. review of the Debtors' financial information, including,
but not limited to, analyses of cash receipts and
disbursements, financial statement items and proposed
transactions for which Bankruptcy Court approval is sought;
c. review and analysis of the reporting regarding cash
collateral and any debtor-in-possession financing
arrangements and budgets;
d. assist with a marketing process for the potential sale of
the Debtors' assets or for a potential recapitalization,
refinancing or such other transaction(s) for the Debtors;
e. assist with reviewing any potential cost containment
opportunities proposed by the Debtors;
f. assist with reviewing any potential asset redeployment
opportunities proposed by the Debtors;
g. review and analysis of assumption and rejection issues
regarding executory contracts and leases;
h. review and analyze of the Debtors' proposed business plans
and the business and financial condition of the Debtors
generally;
i. assist in evaluating reorganization strategy and
alternatives available, including any asset sale
transactions;
j. review and analyze of the Debtors' financial projections
and assumptions;
k. review and analyze of enterprise, asset, and liquidation
valuations;
l. assist in preparing documents necessary for confirmation of
any plan, proposed asset sales, and proposed use of cash
and/or financing;
m. advice and assist the Debtor in negotiations and meetings
with creditors and other parties-in-interest;
n. review and provide analysis on potential tax consequences
to the bankruptcy estate of any reorganization and/or
proposed transactions;
o. assist with the claims resolution procedures including, but
not limited to, analyses of creditors' claims by type and
entity;
p. provide forensic accounting and litigation consulting
services and expert witness testimony regarding
confirmation and/or transactional issues, avoidance actions
or other matters; and
q. render other such functions as requested by the Debtors to
assist in these jointly administered chapter 11 cases.
Claro LLC will be paid at these hourly rates:
Managing Directors $495-$570
Directors/ Senior Advisors $395-$490
Managers / Senior Managers $300-$385
Analysts/ Consultants/ Sr. Consultants $200-$295
Administrative Personnel $125-$175
Claro LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Douglas J. Brickley, managing director of Claro, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Claro LLC can be reached at:
Douglas J. Brickley
CLARO, LLC
321 N Clark St., Suite 1200
Chicago, IL 60654
Tel: (312) 546-3400
About Buzzards Bench
Buzzards Bench -- https://www.buzzardsbench.com/ -- owns and
operates natural gas production and processing assets located in
Carbon and Emery Counties in Utah. Buzzards Bench was established
in 2018 initially to acquire properties located in the Buzzards
Bench field in the State of Utah. These properties were previously
owned and operated by XTO Energy Inc., a subsidiary of ExxonMobil
Corporation.
Buzzards Bench, LLC, based in Houston, TX, and its affiliates
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
20-32391) on April 30, 2020. In the petition signed by CEO and
manager Jeffrey Clarke, Buzzards Bench was estimated $10 million to
$50 million in both assets and liabilities. The Hon. David R.
Jones oversees the case. GRAY REED & MCGRAW LLP, serves as
bankruptcy counsel to the Debtor.
BUZZARDS BENCH: Seeks to Hire Gray Reed as Counsel
--------------------------------------------------
Buzzards Bench, LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Gray Reed and McGraw LLP, as counsel to the Debtors.
Buzzards Bench requires Gray Reed to:
(a) advise the Debtors concerning their powers and duties as
debtors in possession in the continued operation of their
business and management of their properties;
(b) act to help protect, preserve, and maximize the value of
the Debtors' estates;
(c) prepare all necessary motions, applications, reports, and
pleadings in connection with the Debtors' chapter 11
cases, including preparation and solicitation of one or
more chapter 11 plans and disclosure statements and
related documents; and
(d) perform such other legal services for the Debtors in
connection with their chapter 11 cases that the Debtors
determine are necessary and appropriate.
Gray Reed will be paid at these hourly rates:
Attorneys $720
Paraprofessionals $75 to $300
Prior to the Petition Date, Gray Reed received a retainer in the
amount of $80,000. Gray Reed drew against the retainer for fees and
expenses incurred prior to the Petition Date in the amount of
$73,982.50.
As of the Petition Date, Gray Reed held, and continues to hold
today, $6,017.50 as a retainer for postpetition services.
Gray Reed will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jason S. Brookner, a partner of Gray Reed and McGraw LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their/its
estates.
Gray Reed can be reached at:
Jason S. Brookner, Esq.
Paul D. Moak, Esq.
Lydia R. Webb, Esq.
GRAY REED & McGRAW LLP
1300 Post Oak Blvd., Suite 2000
Houston, TX 77056
Tel: (713) 986-7000
Fax: (713) 986-7100
E-mail: jbrookner@grayreed.com
pmoak@grayreed.com
lwebb@grayreed.com
About Buzzards Bench
Buzzards Bench -- https://www.buzzardsbench.com/ -- owns and
operates natural gas production and processing assets located in
Carbon and Emery Counties in Utah. Buzzards Bench was established
in 2018 initially to acquire properties located in the Buzzards
Bench field in the State of Utah. These properties were previously
owned and operated by XTO Energy Inc., a subsidiary of ExxonMobil
Corporation.
Buzzards Bench, LLC, based in Houston, TX, and its debtor
affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case
No. 20-32391) on April 30, 2020. In its petition, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities. The petition was signed by Jeffrey Clarke, chief
executive officer and manager. The Hon. David R. Jones oversees
the case. GRAY REED & MCGRAW LLP, serves as bankruptcy counsel.
CAPVEST DEVELOPMENT: Seeks to Hire Robert S. Altagen as Counsel
---------------------------------------------------------------
Capvest Development, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of Robert S. Altagen, Inc., a Professional Corporation as
legal counsel.
The firm will perform the following legal services for Debtor:
(a) give the Debtor legal advice with respect to its powers
and duties in the continued operation of its business and
management of its property;
(b) consult with Debtor, the United States Trustee and other
parties-in-interest in the administration of Debtor's Chapter 11
case;
(c) investigate the acts, conduct, liabilities, assets and
financial condition of Debtor, the operation of Debtor's business
and any other matter relevant to the case;
(d) prepare legal papers;
(e) participate in Debtor's formulation of a plan of
reorganization and solicit acceptances or rejections of the plan;
and
(f) provide general legal representation of Debtor in all
aspects relating to its bankruptcy proceeding.
The firm's attorneys and paralegals will be paid at hourly rates as
follows:
Robert S. Altagen, Esq. $450
Associate Attorneys $325
Paralegals $150
The Debtor has agreed to pay the firm an initial retainer of
$7,500. The amount of $3,500 has been received from the principal
of Debtor, of which $1,717 was used for the filing fee and $1,783
has been earned pre-petition. The balance of $4,000 is due within
30 days of the retainer agreement.
Robert Altagen, Esq., disclosed in court filings that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert S. Altagen, Esq.
Law Offices of Robert S. Altagen, Inc.
A Professional Corporation
1111 Corporate Center Drive, Suite 201
Monterey Park, CA 91754
Telephone: (323) 268-9588
Facsimile: (323) 268-8742
Email: robertaltagen@altagenlaw.com
About Capvest Development
Capvest Development LLC, a company based in in Montebello, Calif.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 20-14195) on May 5, 2020, listing under $1
million in both assets and liabilities. Judge Julia W. Brand
oversees the cases. Debtor tapped the Law Offices of Robert S.
Altagen Inc. as its legal counsel.
CARBO CERAMICS: Committee Seeks Approval to Hire Consulting Expert
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of CARBO Ceramics Inc. and its affiliates seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to retain a consulting expert.
The Committee tapped Jared Ivanhoe, a petroleum engineer who
provides geological advice for companies in the oil and gas
industry, to advise the Committee as to the Debtor' proppant
products and other geological assets.
Mr. Ivanhoe will bill the Committee at a rate of $150 per hour for
his services. Mr. Ivanhoe will also charge for out-of-pocket
charges and disbursements incurred in rendering services to the
Committee.
Mr. Ivanhoe assures the court that he does not believe he maintains
an interest adverse to the Committee and the Debtors' estates.
Mr. Ivanhoe can be reached at:
Jared Ivanhoe
SMC Oil & Gas Inc.
2709 N Big Spring St # 201
Midland, TX 79705
Phone: +1 432-683-3835
About CARBO Ceramics
CARBO Ceramics Inc. -- https://carboceramics.com/ -- is a global
technology company providing products and services to the oil and
gas, industrial, and environmental markets. CARBO offers oilfield
ceramic technology products, base ceramic proppant, and frac sand
proppant for use in the hydraulic fracturing of oil and natural
gas
wells.
Asset Guard Products Inc., a subsidiary of CARBO, offers products
intended to protect operators' assets, minimize environmental
risks, and lower lease operating expenses through spill prevention,
containment, and countermeasure systems for the oil and gas
industry.
StrataGen, Inc., another subsidiary, offers fracture consulting and
data services and provides a suite of stimulation software
solutions used for designing fracture treatments and for on-site
real-time analysis to assist E&P companies in the efficient
completion of wells and enhancement of oil and natural gas
production.
CARBO Ceramics Inc. and its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-31973) on March 29, 2020. At the time of the filing, the
Debtors were estimated to have assets of between $100 million and
$500 million and liabilities of the same range.
Judge Marvin Isgur oversees the cases.
Debtors tapped Vinson & Elkins LLP as bankruptcy counsel; Okin
Adams LLP as special counsel; Perella Weinberg Partners L.P. and
Tudor Pickering, Holt & Co. as investment banker; FTI Consulting,
Inc. as financial advisor; Ernst & Young LLP, KPMG LLP, and Weaver
and Tidwell L.L.P. as accountants and tax advisors. Prime Clerk,
the claims agent, maintains this website
https://dm.epiq11.com/case/crc/info
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on April 14, 2020. The committee is represented by Foley
& Lardner LLP. GlassRatner Advisory & Capital Group, LLC is the
committee's financial advisor.
CATHERINE COURTS: Wants to Move Exclusive Filing Period to July 13
------------------------------------------------------------------
Catherine Courts Condominium, LLC and its affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois to extend
the exclusive period during which they may file a chapter 11 plan
of reorganization and solicit acceptances of any such filed plan,
by 60 days through July 13 and Sept. 14, respectively.
The extension, if granted, will allow the Debtors and the purchaser
to have a much better sense of the impact of COVID-19 on rental
income -- a better sense of May and June numbers, and the purchaser
by then should know whether financing is going to be possible in
the near term.
Catherine Courts Condominium owns and manages 185 condominium
units. The Debtors have tentatively signed a contract with a
prospective buyer -- subject ultimately to Court approval -- for
$17.7 million. The transaction is contingent on the purchaser
acquiring at least 51% of all units. However, the buyer is still in
the "Inspection Period" and has a contingency based on it being
able to acquire more than 51% of all units.
In addition, the buyer's principal recently informed Debtors'
counsel that the 51% requirement is no longer the real hurdle -- it
claims to either have contracts or the ability to enter into
contracts for enough units. The buyer has problems obtaining
financing, which is worsened by the Covid19 pandemic which has
basically brought multi-family lending to a standstill while
lenders try to get a handle on default levels and the duration of
shut-down orders.
About Catherine Courts Condominium
Catherine Courts Condominium, LLC and Catherine Courts Management,
Inc. are privately held companies whose principal assets are
located at 8503 W. Catherine Ave., Chicago. The Debtors sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ill. Case Nos. 19-29822 and 19-29823) on Oct. 20, 2019. The
petitions were signed by Guido C. Neri, member and authorized
representative. At the time of filing, Catherine Courts
Condominium disclosed assets and liabilities of less than $50
million while Catherine Courts Management disclosed assets and
liabilities of less than $50,000.
Judge Timothy A. Barnes oversees the cases.
Amrit S. Kapai, Esq. at Goldstein & McClintock LLLP, serves as the
Debtors' counsel.
CENTRIC BRANDS: Klestadt Represents Texport Industries, Caite
-------------------------------------------------------------
In the Chapter 11 cases of Centric Brands Inc, et al., the law firm
of Klestadt, Winters, Jureller, Southard & Stevens, LLP submitted a
verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to disclose that it is representing Texport
Industries PVT Ltd. and Caite International Ltd.
* Texport Industries PVT Ltd., 506, Hubtown Solaris, NS Phadke
Marg, Andheri East, Mumbai 400069, India. Texport is a trade
creditor of one or more of the above-captioned Debtors.
Texport holds pre- and post-petition claims against the
Debtors in an aggregate amount of not less than that listed
in the Debtors' Official Form 204.
* Caite International Ltd., 2FL, No. 47, Chung Shan N. Rd.,
Sec. 3, Taipei, Taiwan, 10461, ROC. Caite is a trade creditor
of one or more of the above-captioned Debtors. Caite holds
pre- and post-petition claims against the Debtors in an
aggregate amount of not less than that listed in the Debtors'
Official Form 204.
KWJS&S has been asked by Texport and Caite to provide legal
representation in the Chapter 11 Cases.
KWJS&S does not presently own, nor has it previously owned, any
claims against, or interests in, the Debtors.
Counsel to Texport Industries PVT Ltd. and Caite International Ltd.
can be reached at:
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
Ian R. Winters, Esq.
Andrew C. Brown, Esq.
200 West 41st Street, 17th Floor
New York, NY 10036-7023
Tel: (212) 972-3000
Fax: (212) 972-2245
Email: iwinters@klestadt.com
abrown@klestadt.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/j9hQDy
About Centric Brands
Centric Brands Inc. designs, produces, merchandises, manages and
markets kidswear, accessories, and men's and women's apparel under
owned, licensed and private label brands. Currently, the company
and its affiliates license over 100 brands, including AllSaints,
BCBG, Buffalo, Calvin Klein, Disney, Frye, Herve Leger, Jessica
Simpson, Joe's, Kate Spade, Kenneth Cole, Marvel, Michael Kors,
Nautica, Nickelodeon, Spyder, Timberland, Tommy Hilfiger, Under
Armour, and Warner Brothers. The companies sell licensed products
through both retail and wholesale channels.
Centric Brands and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22637)
on May 18, 2020. As of March 31, 2020, Debtors disclosed
$1,855,722,808 in total assets and $2,014,385,923 in total
liabilities.
Judge Sean H. Lane oversees the cases.
The Debtors tapped Ropes & Gray, LLP as bankruptcy counsel; PJT
Partners, Inc. as investment banker; Alvarez & Marsal, LLC as
financial advisor; and Prime Clerk, LLC as notice, claims and
balloting agent.
CHILDREN'S LEARNING: 11183 Eastern Buying Assets for $44K
---------------------------------------------------------
Children's Learning Adventure of Nevada, LLC and affiliates ask the
U.S. Bankruptcy Court for the District of Arizona to authorize the
sale of Children's Learning Adventure of Nevada's assets set forth
in Schedule 2.1 to its Asset Purchase Agreement with 11183 Eastern
Ave, LLC for $43,692, cash, subject to higher offers.
The Debtor leases premises at 11183 Eastern Avenue, Las Vegas,
Nevada. The lease is being assigned to the Buyer. The Court has
approved an assumption of the lease.
The Buyer and the Seller have negotiated the APA for the sale of
the Debtor's assets. The result of the sale is there will be
sufficient monies to pay all creditors in full on their Allowed
Claims.
The Debtors ask entry of an order approving the proposed sale free
and clear of all Liens, Claims, and Liabilities, subject to higher
offers, for cash in the amount of $43,692. They further ask
approval to assume and assign certain executory contracts as set
forth in Schedule 2.5.3 of the APA. The Debtors may identify
additional executory contracts to be assumed and assigned and will
comply with Section 365 in that regard.
The Debtors and the Buyer collectively asks that the Court waives
the automatic 14-day stay provided in Rules 6004(h) and 6006(d). To
the extent the Court requires, the parties will present evidence at
the Sale Hearing to support the circumstances which warrant the
relief.
A copy of the APA is available at https://tinyurl.com/ycfudd67 from
PacerMonitor.com free of charge.
About Children's Learning Adventure
Children's Learning Adventure of Nevada, LLC, et al., are privately
owned companies based in Scottsdale, Arizona that provide early
childhood education, offering the highest level of educational
opportunities for children ages six weeks to 12 years of age.
CLA's curriculum ensures daily exposure to STEAM-based learning
through multiple learning environments.
Children's Learning Adventure of Nevada, LLC (Bankr. D. Ariz. Case
No. 18-00179) and its affiliates CLA Fall Creek, LLC (Bankr. D.
Ariz. Case No. 18-00182) and CLA Woodlands, LLC (Bankr. D. Ariz.
Case No. 18-00183) sought Chapter 11 protection on Jan. 8, 2018.
In the petitions signed by Ira Young, authorized representative,
each Debtor was estimated to have assets and liabilities in the
range of $1 million to $10 million.
The Debtors tapped Michael W. Carmel, Esq., at Michael W. Carmel,
Ltd. as counsel.
CHILDREN'S LEARNING: 6980 Robindale Buying Assets for $44K
----------------------------------------------------------
Children's Learning Adventure of Nevada, LLC, and affiliates ask
the U.S. Bankruptcy Court for the District of Arizona to authorize
the sale of Children's Learning Adventure of Nevada's assets set
forth in Schedule 2.1 to its Asset Purchase Agreement with 6980
Robindale LLC for $43,692, cash, subject to higher offers.
The Debtor leases premises at 6980 Robindale Road, Las Vegas,
Nevada. The lease is being assigned to the Buyer. The Court has
approved an assumption of the lease.
The Buyer and the Seller have negotiated the APA for the sale of
the Debtor's assets. The result of the sale is there will be
sufficient monies to pay all creditors in full on their Allowed
Claims.
The Debtors ask entry of an order approving the proposed sale free
and clear of all Liens, Claims, and Liabilities, subject to higher
offers, for cash in the amount of $43,692. They further ask
approval to assume and assign certain executory contracts as set
forth in Schedule 2.5.3 of the APA. The Debtors may identify
additional executory contracts to be assumed and assigned and will
comply with Section 365 in that regard.
As part of the sale of their assets, the Debtors ask authority to
assume and assign certain executory contract. The assumption and
assignment of the executory contracts is necessary for any
Successful Bidder.
The Debtors and the Buyer collectively asks that the Court waives
the automatic 14-day stay provided in Rules 6004(h) and 6006(d). To
the extent the Court requires, the parties will present evidence at
the Sale Hearing to support the circumstances which warrant the
relief.
A copy of the APA is available at https://tinyurl.com/y8s84nru from
PacerMonitor.com free of charge.
About Children's Learning Adventure
Children's Learning Adventure of Nevada, LLC, et al., are privately
owned companies based in Scottsdale, Arizona that provide early
childhood education, offering the highest level of educational
opportunities for children ages six weeks to 12 years of age.
CLA's curriculum ensures daily exposure to STEAM-based learning
through multiple learning environments.
Children's Learning Adventure of Nevada, LLC (Bankr. D. Ariz. Case
No. 18-00179) and its affiliates CLA Fall Creek, LLC (Bankr. D.
Ariz. Case No. 18-00182) and CLA Woodlands, LLC (Bankr. D. Ariz.
Case No. 18-00183) sought Chapter 11 protection on Jan. 8, 2018.
In the petitions signed by Ira Young, authorized representative,
each Debtor was estimated assets and liabilities in the range of $1
million to $10 million.
The Debtors tapped Michael W. Carmel, Esq., at Michael W. Carmel,
Ltd., as counsel.
CLA PROPERTIES: 3709 College Buying Assets for $1.2K
----------------------------------------------------
CLA Properties SPE, LLC, and affiliates ask the U.S. Bankruptcy
Court for the District of Arizona to authorize CLA Fall Creek,
LLC's sale of those assets set forth in Schedule 2.1 of its Asset
Purchase Agreement with 3709 College Park drive LLC for $1,223,
cash, subject to higher offers.
The Debtor leases premises at 3709 College Park Drive, Woodlands,
Texas. The lease is being assigned to the Buyer. The Court has
approved an assumption of the lease.
The Buyer and the Seller have negotiated the APA for the sale of
the Debtor’s assets. The result of the sale is there will be
sufficient monies to pay all creditors in full on their Allowed
Claims.
The Debtors ask entry of an order approving the proposed sale free
and clear of all Liens, Claims, and Liabilities, subject to higher
offers, for cash in the amount of $1,223. They further ask
approval to assume and assign certain executory contracts as set
forth in Schedule 2.5.3 of the APA. The Debtors may identify
additional executory contracts to be assumed and assigned and will
comply with Section 365 in that regard.
The Debtor and the Buyer collectively ask that the Court waives the
automatic 14-day stay provided in Rules 6004(h) and 6006(d). To
the extent the Court requires, the parties will present evidence at
the Sale Hearing to support the circumstances which warrant the
relief.
A copy of the Agreement is available at
https://tinyurl.com/yavsn6p5 from PacerMonitor.com free of charge.
About CLA Properties SPE
CLA Properties SPE, based in Scottsdale, Arizona, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 17-14851) on Dec. 18, 2017. The debtor-affiliates are
CLA Maple Grove, LLC; CLA Carmel, LLC; CLA West Chester, LLC; CLA
One Loudoun, LLC; CLA Fishers, LLC; CLA Chanhassen, LLC; CLA
Ellisville, LLC; CLA Farm, LLC; and CLA Westerville, LLC.
Affiliates CLA Riverstone, LLC, CLA Parker, LLC, CLA Gleannloch,
LLC, CLA Cinco, LLC, CLA Austin Trails, LLC, CLA Atascocita, LLC,
CLA Cypress, LLC, CLA Tulsa, LLC, and CLA Copperfield, LLC sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 19-09743 to
19-09752).
The cases are jointly administered before the Hon. Brenda Moody
Whinery.
In the petition signed by Richard Sodja, its authorized
representative, CLA estimated $1 million to $10 million in assets
and liabilities.
The Debtors tapped Michael W. Carmel, Esq., at Michael W. Carmel,
Ltd., as bankruptcy counsel; Schian Walker, PLC, as co-counsel; and
Cockriel & Christofferson, LLC, as special counsel.
CLA PROPERTIES: 9340 Houston Buying Assets for $7.8K
----------------------------------------------------
CLA Properties SPE, LLC, and affiliates ask the U.S. Bankruptcy
Court for the District of Arizona to authorize CLA Fall Creek,
LLC's sale of those assets set forth in Schedule 2.1 of its Asset
Purchase Agreement with 9340 Sam Houston, LLC for $7,777, cash,
subject to higher offers.
The Debtor leases premises at 9340 Sam Houston Parkway East,
Humble, Texas. The lease is being assigned to the Buyer. The
Court has approved an assumption of the lease.
The Buyer and the Seller have negotiated the APA for the sale of
the Debtor’s assets. The result of the sale is there will be
sufficient monies to pay all creditors in full on their Allowed
Claims.
The Debtors ask entry of an order approving the proposed sale free
and clear of all Liens, Claims, and Liabilities, subject to higher
offers, for cash in the amount of $7,777. They further ask
approval to assume and assign certain executory contracts as set
forth in Schedule 2.5.3 of the APA. The Debtors may identify
additional executory contracts to be assumed and assigned and will
comply with Section 365 in that regard.
The Debtor and the Buyer collectively ask that the Court waives the
automatic 14-day stay provided in Rules 6004(h) and 6006(d). To
the extent the Court requires, the parties will present evidence at
the Sale Hearing to support the circumstances which warrant the
relief.
A copy of the Agreement is available at
https://tinyurl.com/y88aoopt from PacerMonitor.com free of charge.
About CLA Properties SPE
CLA Properties SPE, based in Scottsdale, Arizona, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 17-14851) on Dec. 18, 2017. The debtor-affiliates
are CLA Maple Grove, LLC; CLA Carmel, LLC; CLA West Chester, LLC;
CLA One Loudoun, LLC; CLA Fishers, LLC; CLA Chanhassen, LLC; CLA
Ellisville, LLC; CLA Farm, LLC; and CLA Westerville, LLC.
Affiliates CLA Riverstone, LLC, CLA Parker, LLC, CLA Gleannloch,
LLC, CLA Cinco, LLC, CLA Austin Trails, LLC, CLA Atascocita, LLC,
CLA Cypress, LLC, CLA Tulsa, LLC, and CLA Copperfield, LLC sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 19-09743 to
19-09752).
The cases are jointly administered before the Hon. Brenda Moody
Whinery.
In the petition signed by Richard Sodja, its authorized
representative, CLA estimated $1 million to $10 million in assets
and liabilities.
The Debtors tapped Michael W. Carmel, Esq., at Michael W. Carmel,
Ltd., as bankruptcy counsel; Schian Walker, PLC, as co-counsel; and
Cockriel & Christofferson, LLC, as special counsel.
CLEARPOINT NEURO: Stockholders Pass All Proposals at Annual Meeting
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At the Annual Meeting held on June 2, 2020, Clearpoint Neuro,
Inc.'s stockholders:
(1) elected Joseph M. Burnett, John R. Fletcher, Pascal E.R.
Girin, Kimble L. Jenkins, Kristine B. Johnson, Matthew B.
Klein, Timothy T. Richards, and John N. Spencer, Jr.
as directors of the Company to serve until the 2021 annual
meeting of stockholders or until their successors have
been duly elected and qualified or until their earlier
death, resignation, disqualification or removal;
(2) ratified the appointment of Cherry Bekaert LLP as the
Company's independent registered public accounting firm
for the year ending Dec. 31, 2020;
(3) approved the Company's Third Amended and Restated 2013
Incentive Compensation Plan; and
(4) approved, on an advisory basis, the compensation of the
Company's executives.
About ClearPoint Neuro
ClearPoint Neuro formerly MRI Interventions, Inc. --
http://www.clearpointneuro.com/-- is a medical device company that
develops and commercializes innovative platforms for performing
minimally invasive surgical procedures in the brain under direct,
intra-procedural magnetic resonance imaging, or MRI, guidance.
From its inception in 1998 to 2002, the Company deployed
significant resources to fund its efforts to develop the
foundational capabilities for enabling MRI-guided interventions and
to build an intellectual property portfolio. In 2003, its focus
shifted to identifying and building out commercial applications for
the technologies it developed in prior years.
Clearpoint recorded a net loss of $5.54 million for the year ended
Dec. 31, 2019, compared to a net loss of $6.16 million for the year
ended Dec. 31, 2018. As of March 31, 2020, the Company had $23.58
million in total assets, $20.82 million in total liabilities, and
$2.76 million in total stockholders' equity.
CLEVELAND BIOLABS: To Raise $3.2M Thru Registered Direct Offering
-----------------------------------------------------------------
Cleveland BioLabs, Inc., has entered into definitive agreements
with several institutional and accredited investors for the
issuance and sale of an aggregate of 1,515,878 shares of its common
stock, at a purchase price of $2.0945 per share, in a registered
direct offering priced at-the-market under Nasdaq rules. Cleveland
BioLabs has also agreed to issue to the investors unregistered
warrants to purchase up to an aggregate of 757,939 shares of common
stock. The closing of the offering is expected to occur on or
about June 3, 2020, subject to the satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent
for the offering.
The warrants have an exercise price equal to $2.033 per share, are
exercisable immediately upon issuance and will expire five years
from the issuance date.
The gross proceeds from the offering are expected to be
approximately $3.175 million. The Company currently intends to use
the net proceeds from the offering for general corporate purposes.
About Cleveland BioLabs
Cleveland BioLabs, Inc. -- http://www.cbiolabs.com/-- is a
biopharmaceutical company developing novel approaches to activate
the immune system and address serious medical needs. The Company's
proprietary platform of Toll-like immune receptor activators has
applications in radiation mitigation and oncology. The Company's
most advanced product candidate is entolimod, which is being
developed as a medical radiation countermeasure for the prevention
of death from acute radiation syndrome and other indications in
radiation oncology. The Company was incorporated in Delaware in
June 2003 and is headquartered in Buffalo, New York.
Cleveland Biolabs recorded a net loss of $2.69 million for the year
ended Dec. 31, 2019, compared to a net loss of $3.71 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$2.04 million in total assets, $1.05 million in total liabilities,
and $984,286 in total stockholders' equity.
Meaden & Moore, Ltd., in Cleveland, Ohio, the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated April 14, 2020 citing that the Company continues to have
negative cash flow from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
COMSTOCK RESOURCES: Stockholders Pass All Proposals at Meeting
--------------------------------------------------------------
Comstock Resources, Inc., held its 2020 Annual Meeting of
Stockholders on June 3, 2020, at which the stockholders:
1. elected Jay M. Allison, Roland O. Burns, Elizabeth B.
Davis, Morris E. Foster, John D. Jacobi, Jordan T. Marye,
and Jim L. Turner as directors;
2. ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2020; and
3. approved, on an advisory basis, the Company's compensation
of its named executive officers.
About Comstock Resources
Comstock Resources, Inc. -- http://www.comstockresources.com/-- is
an independent energy company based in Frisco, Texas engaged in oil
and gas acquisitions, exploration and development, and its assets
are primarily located in Texas, Louisiana and North Dakota. The
Company's stock is traded on the New York Stock Exchange under the
symbol CRK.
* * *
As reported by the TCR on April 13, 2020, Moody's Investors Service
downgraded Comstock Resources, Inc.'s Corporate Family Rating to
Caa1 from B2. "Comstock's rating downgrade reflects weakened
liquidity because of heavy reliance on the revolver which limits
flexibility compounded by challenges from the weak natural gas
price environment," said Jonathan Teitel, Moody's analyst.
S&P Global Ratings lowered its issuer credit rating on U.S.-based
oil and gas exploration and production (E&P) company Comstock
Resources Inc. to 'CCC+' from 'B', the TCR reported on March 30,
2020. "We could lower the rating if liquidity erodes or if we
believe there is a significant probability of conventional or
selective default in the next year," S&P said.
CORAL POINTE: Unsecured Creditors to Get $9,000 Over 36 Months
--------------------------------------------------------------
Coral Pointe 604, LLC, submitted a Second Amended Disclosure
Statement explaining its Chapter 11 Plan.
Payments and distributions under the Plan will be funded by Laurent
Benzaquen and affiliates and rent income.
Under the Plan, claims will be treated as follows:
* Class 2 Secured Claim of Coral Pointe of Miami Condo Assoc
Claim 1-1. This class is impaired with a total claim of $1,099.
The Creditor will retain its lien and will be paid in $549.40 per
month for 2 months.
* Class 3 Secured claim of U.S. Bank National Association Claim
2-1. This class is impaired with a total claim of $386,610. The
Bank retains lien. The Debtor will pay allowed secured claim
$264,128 ($257,000 plus $7,128 postpetition pre-confirmation escrow
advances) to be paid over 30 years @ 4.25%. The monthly principal
and interest payment beginning June 1, 2020 will be $1,299.
* Class 4 General Unsecured Claims. The claim of WG Prime Inc
990 Biscayne Blvd Ste 501 Miami, FL 33132. This class is impaired.
This class will be paid $9,000. Creditor will receive $250 monthly
for 36 months.
* Class 5 Equity Securities. This class is impaired. Equity
Holders will keep memberships for new value paid in this case.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/y8hnfxs5 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.
CORE & MAIN: Moody's Rates New $250MM Notes 'Caa2', Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Core & Main
LP's proposed $250 million notes due 2025. Core & Main's other
ratings and stable outlook remain unchanged. Proceeds from the new
notes will be used to partially repay borrowings on the company's
ABL revolver, which expires in July 2024. While the transaction
will result in modestly higher interest cost, leverage will remain
neutral and the company's debt maturity profile will improve.
Assignments:
Issuer: Core & Main LP
Senior Unsecured Notes, Assigned Caa2 (LGD5)
RATINGS RATIONALE
Core & Main's B3 Corporate Family Rating reflects the company's
high leverage, which proforma for recent acquisitions and a $460
million revolver draw in April 2020 was 7.3x as of fiscal year-end
2019. The rating also considers the cyclical nature of the
company's end markets, which can be directly and indirectly
impacted by new housing construction. Changes in commodity pricing,
specifically those used to produce PVC pipe and ductile iron pipe
products, can create cash flow volatility. These factors are offset
by Core & Main's position as one of the largest distributors of
water products in the U.S., with a national presence in a highly
fragmented market. The company's size, scale, large customer base
and wide array of product offerings provides a distinct competitive
advantage, particularly in leveraging supplier relationships.
Liquidity is good and takes into consideration consistent positive
free cash flow, a large cash balance and ample revolver
availability.
Core & Main is owned by private equity firm, CD&R. Since the LBO of
Core & Main from HD Supply in 2017 by CD&R the company has
consistently reduced leverage. However, the company has shown a
willingness to take on additional leverage in order to fund growth
through acquisitions, as well as to make shareholder distributions.
Moody's notes the potential for future debt funded acquisitions and
shareholder distributions at Core & Main as a key risk.
The stable outlook reflects Moody's expectation of a continued need
for water infrastructure maintenance and repair in the US, which
should lead to long-term demand for Core & Main's products.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The rating could be upgraded if the company's credit metrics
improve such that debt to EBITDA declines closer to 5.5x on a
sustained basis and adjusted EBITA coverage of interest improves
closer to 2.0x or better. In addition, positive ratings movement
would be considered should the company continue to build scale
while operating conditions remain favorable.
The rating could be downgraded if debt to EBITDA increases closer
to 7.5x, EBITA interest coverage declines below 1.5x on a
consistent basis or if free cash flow generation consistently turns
negative, which would likely be indicative of weaker operating
conditions.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
Core & Main LP, headquartered in Saint Louis, Missouri, is a US
based distributor of water, sewage, drainage, storm water, and fire
protection products. Revenue for the twelve month period ended
February 2, 2020 was $3.4 billion.
CORNELL ST: Gets Approval to Hire Hasbani & Light as Counsel
------------------------------------------------------------
Cornell St Hempstead LLC received approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Hasbani &
Light, P.C. as its legal counsel.
The firm will perform the following professional services in
connection with Debtor's Chapter 11 case:
(a) provide Debtor with advice and prepare all necessary
documents regarding debt restructuring, bankruptcy and asset
dispositions;
(b) take all necessary actions to protect and preserve
Debtor's estate during the pendency of its case;
(c) prepare legal papers in connection with the administration
of the case;
(d) advise Debtor of its rights and obligations under the
Bankruptcy Code; and
(e) appear in court.
The firm will be compensated at an hourly rate of $210, plus costs
and expenses. A retainer fee of $3,500 was paid to the firm by
Yonel Devico, Debtor's managing member.
Seth Weinberg, Esq., at Hasbani & Light, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Seth D. Weinberg, Esq.
Hasbani & Light, P.C.
450 Seventh Avenue, Suite 1408
New York, NY 10123
Telephone: (212) 643-6677
Facsimile: (347) 491-4048
Email: sweinberg@hasbanilight.com
About Cornell St Hempstead
Based in New York, Cornell St Hempstead, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
20-71624) on March 13, 2020, listing under $1 million in both
assets and liabilities. Judge Alan S. Trust oversees the case.
Hasbani & Light, P.C. is Debtor's legal counsel.
CRESTWOOD EQUITY: Moody's Affirms Ba3 CFR & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service changed Crestwood Equity Partners LP's
and Crestwood Midstream Partners LP's outlooks to negative from
stable. At the same time, Moody's affirmed Crestwood's Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating and
the B2 rating on its Class A Preferred Units. Moody's also affirmed
Midstream's B1 senior unsecured notes rating.
In addition, Moody's downgraded Crestwood Holdings LLC senior
secured bank credit facility and corporate family ratings to Caa1
from B3. Holdings' outlook was changed to negative from stable.
The Holdings downgrade incorporates heightened restructuring risk
given the potential for a covenant breach in the near term. The
Crestwood and Midstream outlook changes reflect the headwinds
Midstream, Crestwood's only operating asset, is expected to face
over the next twelve months due to reduced drilling activity and
production curtailments undertaken by their upstream customers.
Downgrades:
Issuer: Crestwood Holdings LLC
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured Term Loan, Downgraded to Caa1 (LGD3) from B3
(LGD3)
Affirmations:
Issuer: Crestwood Equity Partners LP
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Pref. Stock Non-Cumulative Preferred Stock, Affirmed B2 (LGD6)
Issuer: Crestwood Midstream Partners LP
Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5)
Outlook Actions:
Issuer: Crestwood Equity Partners LP
Outlook, Changed To Negative From Stable
Issuer: Crestwood Holdings LLC
Outlook, Changed To Negative From Stable
Issuer: Crestwood Midstream Partners LP
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Crestwood's Ba3 CFR reflects its basin diversification, good
distribution coverage, and a contract profile with a high portion
of fixed fee and take-or-pay contracts. The rating also reflects
the company's relatively moderate stand-alone leverage, although
Crestwood's credit metrics will weaken through early 2021 due to
falling throughput volumes as exploration and production companies
reduce drilling activity to preserve liquidity in response to a
severe drop in oil prices and persistently low natural gas prices.
However, Moody's expects stand-alone year-end 2020 leverage will
approach 5x, when including Moody's standard adjustments but
excluding Holdings' term loan. Leverage will increase to between
5.5x and 5.7x when the term loan is included.
Actions the company has taken in response to a steep drop in
upstream drilling activity related to a collapse in oil prices that
began in March, including a 17% cut in its 2020 budget for growth
spending and sharp cuts to G&A, have provided Crestwood with
flexibility to navigate a challenging environment expected to last
into early 2021. The February 2020 acquisition of NGL storage
assets from Plains All American Pipeline L.P. will help offset some
of Crestwood's 2020 EBITDA erosion. Moody's also notes that the
overall environment is conducive to a distribution cut to enhance
financial flexibility, should the company choose to do so. Still,
Crestwood is constrained by its relatively small scale, the
inherent volumetric risks in its gathering and processing business,
customer counterparty risk and the additional debt burden at
Holdings that is serviced by the partnership's distributions. The
company's exposure to counterparties with weak credit profiles, in
particular Chesapeake Energy Corporation (Ca, negative), further
elevates Crestwood's business risk in the current environment.
Holdings' Caa1 CFR, in line with the rating on its secured term
loan, points to elevated restructuring risk given the distressed
trading levels of the term loan, poor prospects for recovery and
the potential for a covenant breach in the near term. Collateral
coverage of Holdings' term loan has eroded substantially with the
deterioration in Crestwood's unit price. Holdings' rating also
reflects its structural subordination to the debt at Midstream and
preferred units at Crestwood and the potential that Crestwood's
weakened financial performance could lead to a distribution cut,
diminishing Holdings' ability to service its term loan.
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 E&P sector has
been significantly affected by the shock given its sensitivity to
demand and oil prices, which has in turn affected certain midstream
energy companies. 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
significant impact on Crestwood's and Holdings credit quality of
the breadth and severity of the oil demand and supply shocks, and
the company's resilience to a period of low oil and natural gas
prices.
Midstream's senior notes ($1.8 billion in total) are unsecured,
effectively subordinating their claim on the company's assets to
its senior secured revolving credit facility. The substantial
amount of secured debt in the capital structure results in the
notes being rated B1, one notch below the Ba3 CFR. Crestwood's
preferred units ($612 million outstanding at March 31, 2020) are
structurally subordinated to Midstream's debt obligations and are
rated B2.
Crestwood's SGL-3 rating reflects Moody's expectation that the
company will have adequate liquidity through mid-2021. Pro forma
for its NGL storage and terminal asset acquisition, Crestwood had
$512 million available under its $1.25 billion revolving credit
facility as of March 31, 2020. The revolver expires in October
2023. Moody's expects Crestwood will be able to fund Crestwood's
basic cash obligations, including capital spending and
distributions, through operating cash flow. Moody's views Holdings'
liquidity as weak given its lack of access to external funding and
the potential for a near-term covenant breach.
Financial covenants under the Crestwood credit facility are EBITDA
/ Interest of at least 2.5x, net Debt / EBITDA of not more than
5.5x and senior secured leverage ratio of not more than 3.75x.
Moody's expects the company to maintain compliance with these
covenants through mid-2021. CEQP's next debt maturity is in 2023
when its $700 million senior notes issue comes due. Holdings term
loan matures in March 2023.
The negative outlook reflects Moody's expectation Crestwood's
credit metrics will weaken over the next nine to twelve months and
that a delayed recovery in upstream activity could place additional
pressure on ratings. Holdings' negative outlook reflects these
fundamental challenges at Crestwood and the potential Crestwood's
weakened financial performance could lead to a distribution cut,
diminishing Holdings' ability to service its term loan.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Crestwood's ratings may be downgraded if debt/EBITDA exceeds 5x or
if liquidity weakens materially. An increase of Holdings' debt
could also trigger a downgrade of Crestwood's ratings as the debt
at that level must be supported by the cash flow generated at the
Crestwood level. Holdings' ratings could be downgraded if it
restructures or its stand-alone credit metrics deteriorate more
than expected.
An upgrade is unlikely in the near term; however, Crestwood's
ratings could be upgraded if leverage improves to below 4x and
distribution coverage sustains above 1.2x. Holdings could be
upgraded if restructuring risk abates.
Crestwood, a master limited partnership, through its subsidiaries
develops, acquires, owns or controls, and operates primarily
fee-based assets and operations within the energy midstream sector.
Through its ownership in Crestwood, Crestwood Holdings, a private
holding company owned primarily by a fund managed by First Reserve
Corporation, indirectly controls Crestwood.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
DEAN JONES: Parker Poe Represents Bank of West, BEFCOR
------------------------------------------------------
In the Chapter 11 cases of Dean Jones Farms, Inc., the law firm of
Parker Poe Adams & Bernstein LLP submitted a verified disclosure
under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to
disclose that it is representing Bank of the West and Business
Expansion Funding Corporation.
Patricia M. Adcroft is an attorney with the law firm of Parker Poe,
301 Fayetteville Street, Suite 1400, Raleigh, North Carolina 27601;
Telephone (919) 828-0564; Facsimile (919) 834-4564.
Parker Poe currently represents the following creditors in this
proceeding:
a. Bank of the West; and
b. Business Expansion Funding Corporation.
Reserving the right to assert additional claims or to file Proofs
of Claim in any amount as such claims are discovered, the nature of
each of the foregoing entity's currently-known claims and/or
interests are as follows:
a. BOTW is a secured creditor with respect to certain
equipment collateral of the Debtor.
b. BEFCOR is a secured creditor with respect to certain real
property collateral of
the Debtor.
Parker Poe has fully disclosed to BOTW and BEFCOR this joint
representation and both parties consent to the joint
representation.
Parker Poe claims no interest or amounts with respect to this case,
but instead represents the clients named herein and their claims
and/or interests.
The Firm can be reached at:
Patricia M. Adcroft, Esq.
Parker Poe Adams & Bernstein LLP
301 Fayetteville Street, Suite 1400
Raleigh, NC 27602
Telephone: (919) 828-0564
E-mail: pattyadcroft@parkerpoe.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/G0avTo
About Dean Jones Farms
Based in Snow Hill, North Carolina, Dean Jones Farms, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C.
Case No. 20-01829) on May 5, 2020, listing under $1 million in both
assets and liabilities. Jonathan E. Friesen at Gillespie & Murphy,
PA, represents the Debtor.
DELMAR SUBS: Disclosure Statement Hearing Via Zoom July 8
----------------------------------------------------------
Judge David E. Rice ordered Delmar Subs, Inc., to file an Amended
Disclosure Statement on or before June 1, 2020.
Any objection to the Debtor's Amended Disclosure Statement will be
filed on or before June 15, 2020.
That a hearing via Zoom conferencing will be held on the debtor’s
Amended Disclosure Statement on July 8, 2020, at 11:00 a.m..
About Delmar Subs
Delmar Subs, Inc. is a privately held company that operates in the
restaurant industry. The company has store locations at 1227
Eastern Blvd., Essex, Md., 108 Big Elk Mall, Elkton, Md; and 319
North Dupont Highway, Smyrna, Del.
Delmar Subs, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 19-24928) on Nov. 7, 2019.
In the petition signed by its president, Raymond H. Burrows, III,
the Debtor disclosed $271,840 in assets and $1,405,031 in debt.
Judge Robert A. Gordon is assigned to the case. The Debtor tapped
Marc Robert Kivitz, Esq., at the Law Office of Marc R. Kivitz.
DENBURY RESOURCES: Stockholders Pass 5 Proposals at Annual Meeting
------------------------------------------------------------------
At the annual meeting of stockholders on May 28, 2020, the
stockholders of Denbury Resources Inc.:
(1) elected John P. Dielwart, Michael B. Decker, Christian S.
Kendall, Gregory L. McMichael, Kevin O. Meyers, Lynn A.
Peterson, Randy Stein, and Mary M. VanDeWeghe as
directors, each to hold office until the next annual
meeting and until his or her successor is elected and
qualified, or until his or her earlier resignation or
removal;
(2) approved, on an advisory basis, the Company's 2019 named
executive officer compensation;
(3) approved an amendment and restatement of the Company's
2004 Omnibus Stock and Incentive Plan, principally to
increase the number of reserved shares;
(4) approved an amendment to the Company's Second Restated
Certificate of Incorporation to (i) effect a reverse stock
split of the Company's outstanding shares of common stock
at a ratio determined by its Board of Directors from among
certain designated alternatives and (ii) if and when the
reverse stock split is effected, reduce the number of
authorized shares of the Company's common stock; and
(5) ratified the Audit Committee's selection of
PricewaterhouseCoopers LLP as the Company's independent
registered public accounting firm for 2020.
The Board of Directors will determine the exact timing of the
reverse stock split based on its evaluation as to when a reverse
stock split would be the most advantageous to the Company and its
stockholders. The Board of Directors reserves the right to abandon
any reverse stock split without further action by the Company's
stockholders at any time if it determines, in its sole discretion,
that a reverse stock split is not in the best interests of the
Company and its stockholders.
Workforce Reduction
In late May 2020, the Company implemented changes in its workforce
as part of its continued focus on cost reductions and to better
align its workforce with the current and projected near-term needs
of its business. The workforce reduction impacted approximately 60
employees, or 9% of the Company's workforce, including those in the
Company's corporate headquarters and those in the field.
Approximately two-thirds of the impacted individuals were
furloughed, and one-third were released. The Company currently
estimates it will incur approximately $2.0 million of one-time cash
costs in the second quarter of 2020 for severance and related
expenses.
About Denbury
Headquartered in Plano, Texas, Denbury Resources Inc. --
http://www.denbury.com/-- is an independent oil and natural gas
company with operations focused in two key operating areas: the
Gulf Coast and Rocky Mountain regions. The Company's goal is to
increase the value of its properties through a combination of
exploitation, drilling and proven engineering extraction practices,
with the most significant emphasis relating to CO2 enhanced oil
recovery operations.
As of March 31, 2020, the Company had $4.61 billion in total
assets, $258.72 million in total current liabilities, $2.85 billion
in total long-term liabilities, and $1.49 billion in total
stockholders' equity.
Denbury received on March 5, 2020 formal notice from the New York
Stock Exchange that the average closing price of the Company's
shares of common stock had fallen below $1.00 per share over a
period of 30 consecutive trading days, which is the minimum average
share price for continued listing on the NYSE. The NYSE
notification does not affect Denbury's ongoing business operations
or its U.S. Securities and Exchange Commission reporting
requirements, nor does it trigger any violation of its debt
obligations. Denbury is considering all available options to
regain compliance with the NYSE's continued listing standards,
which may include a reverse stock split, subject to approval of the
Company's board of directors and stockholders.
* * *
As reported by the TCR on March 15, 2020, Moody's Investors Service
downgraded Denbury Resources Inc.'s Corporate Family Rating to
'Caa2' from 'B3'. The downgrade of Denbury's CFR to Caa2 reflects
Moody's expectation that its revenues will decline in 2021 and the
uncertainty over the company's ability to refinance its debt
maturing in 2021.
DIAMOND OFFSHORE: Clark Hill Represents Zurich, 2 Others
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Clark Hill Strasburger submitted a verified
statement that it is representing Clark Hill represents Zurich
American Insurance Company, Martin Energy Services, LLC and
Trelleborg Offshore UK LTD in the Chapter 11 cases of Diamond
Offshore Drilling, Inc., et al.
As of May 22, 2020, the parties listed and their disclosable
economic interests are:
Zurich American Insurance Company
P O Box 968038
Schaumburg, Illinois 60196
* Nature of Claim against the Debtors: Surety Bonds
* Principal Amount of Claim: $20,918,196
Martin Energy Services, LLC
Three Riverway, Suite 400
Houston, TX 77056
* Nature of Claim against the Debtors: Provided fuels, lubricants
and other services
* Principal Amount of Claim: $135,000
Trelleborg Offshore UK LTD.
Stanley Way, Stanley Industrial Estate
Skelmersdale Lancashire WN8 8EA
* Nature of Claim against the Debtors: Goods sold
* Principal Amount of Claim: Unknown
Clark Hill reserves the right to amend this Verified Statement as
necessary.
Counsel for Zurich American Insurance Company, Martin Energy
Services, LLC and Trelleborg Offshore UK LTD can be reached at:
CLARK HILL STRASBURGER
Duane J. Brescia, Esq.
720 Brazos, Suite 700
Austin, TX 78701
Tel: 512.499.3600
Fax: 512.499.3660
E-mail: dbrescia@clarkhill.com
- and -
Robert P. Franke, Esq.
Andrew Edson, Esq.
901 Main St., Suite 6000
Dallas, TX 75202
Tel: 214.651.4300
Fax 214.651.4330
E-mail: bfranke@clarkhill.com
aedson@clarkhill.com
- and -
Shannon L. Deeby
Clark Hill PLC
151 S. Old Woodward, Suite 200
Birmingham, MI 48009
Tel: 248.988.5889
Fax: 248.988.2504
Email: sdeeby@clarkhill.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/uwCHEm
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 disclosed $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.
DIAMOND OFFSHORE: Norton, Milbank Represent Noteholder Group
------------------------------------------------------------
In the Chapter 11 cases of Diamond Offshore Drilling, Inc., et al.,
the law firms of Milbank LLP and Norton Rose Fulbright US LLP
submitted a verified statement under Rule 2019 of the Federal Rules
of Bankruptcy Procedure, to disclose that they are representing the
Ad Hoc Group of Noteholders.
The Ad Hoc Group who hold, control, or otherwise have discretionary
authority over, indebtedness arising under:
(i) the $250 million principal amount of 3.45% Senior Notes
due 2023 issued pursuant to that certain Indenture, dated as of
February 4, 1997, by and among Diamond Offshore Drilling, Inc., as
issuer, and the Chase Manhattan Bank, as trustee, and that certain
Eighth Supplemental Indenture, dated as of November 5, 2013, by and
among the Company, as issuer, and The Bank of New York Mellon, as
trustee;
(ii) the $500 million principal amount of 7.875% Senior Notes
due 2025 issued pursuant to the Base Indenture and that certain
Ninth Supplemental Indenture, dated as of August 15, 2017, by and
among the Company, as issuer, and The Bank of New York Mellon, as
trustee;
(iii) the $500 million principal amount of 5.7% Senior Notes
due 2039 issued pursuant to the Base Indenture and that certain
Seventh Supplemental Indenture, dated October 8, 2009, by and among
the Company, as issuer, and The Bank of New York Mellon, as
trustee; and
(iv) the $750 million principal amount of 4.875% Senior Notes
due 2043 issued pursuant to the Base Indenture and the Eighth
Supplemental Indenture.
In March of 2020, the Ad Hoc Group retained Milbank to represent it
with respect to the Senior Notes in connection with any
restructuring of the Debtors' obligations thereunder. In April of
2020, the Ad Hoc Group retained Norton Rose to serve as its Texas
counsel with respect to such matters. Since its formation,
additional holders of the Senior Notes have joined the Ad Hoc
Group.
As of May 22, 2020, members of the Ad Hoc Group and their
disclosable economic interests are:
Aflac Asset Management LLC
100 Wall Street, 29th Floor
New York, NY 10005
* 2039 Notes: $55,405,000
AIG Asset Management (U.S.), LLC
80 Pine Street, 3rd Floor
New York, NY10005
* 2023 Notes: $14,750,000
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
* 2025 Notes: $40,065,000
* 2039 Notes: $14,821,000
* 2043 Notes: $34,897,000
Apollo Capital Management, L.P.
9 West 57th Street, 43rd Floor
New York, NY 10019
* 2025 Notes: $5,000,000
* 2043 Notes: $10,000,000
Avenue Capital Management II, L.P.
11 West 42nd Street, 9th Floor
New York, NY 10036
* 2023 Notes: $26,982,000
* 2025 Notes: $58,000,000
* 2039 Notes: $32,162,000
* 2043 Notes: $67,649,000
Capital Research and Management Company
333 South Hope Street, 55th Floor
Los Angeles, CA 90071
* 2023 Notes: $500,000
* 2025 Notes: $18,895,000
* 2043 Notes: $119,171,000
John Hancock Life Insurance Company (U.S.A.)
197 Clarendon Street, C-2-10
Boston, Massachusetts 02116
* 2023 Notes: $11,000,000
* 2039 Notes: $37,000,000
Kore Advisors LP
1501 Corporate Drive, Suite 120
Boynton Beach FL 33426
* 2039 Notes: $5,000,000
Lion Point Capital, L.P.
250 West 55th Street, 33rd Floor
New York, NY 10019
* 2039 Notes: $10,000,000
* 2043 Notes: $21,900,000
Manulife (International) Limited
16/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
* 2023 Notes: $5,500,000
Nationwide Insurance
One Nationwide Plaza
Columbus, Ohio 43215
* 2039 Notes: $3,546,000
* 2043 Notes: $39,000,000
Nomura Corporate Research and Asset Management Inc.
Worldwide Plaza, 309 West 49th Street
New York, NY 10019
* 2023 Notes: $6,850,000
* 2025 Notes: $21,420,000
* 2039 Notes: $7,800,000
* 2043 Notes: $680,000
Paloma Partners Management Company
2 American Lane
Greenwich, CT 06831
* 2023 Notes: $7,000,000
* 2025 Notes: $5,000,000
* 2039 Notes: $5,250,000
* 2043 Notes: $21,750,000
Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, CA 92660
* 2023 Notes: $3,981,000
* 2025 Notes: $80,328,000
* 2039 Notes: $53,497,000
* 2043 Notes: $125,759,000
PGIM Fixed Income
655 Broad Street, 8th Floor
Newark, NJ 07102
* 2025 Notes: $45,727,000
State Farm Life Insurance Company
One State Farm Plaza, A-3
Bloomington, IL 61710
* 2023 Notes: $45,460,000
State Farm Life and Accident Assurance Company
One State Farm Plaza, A-3
Bloomington, IL 61710
* 2023 Notes: $2,000,000
State Farm Insurance Companies Employee Retirement Trust
One State Farm Plaza, A-3
Bloomington, IL 61710
* 2023 Notes: $5,000,000
Wexford Capital LP
411 West Putnam Ave
Greenwich CT 06830
* 2025 Notes: $15,000,000
* 2039 Notes: $5,000,000
* 2043 Notes: $10,000,000
Counsel to the Ad Hoc Group of Noteholders of Diamond Offshore
Drilling, Inc. can be reached at:
NORTON ROSE FULBRIGHT US LLP
Jason L. Boland, Esq.
William R. Greendyke, Esq.
Bob B. Bruner, Esq.
Julie Goodrich Harrison, Esq.
1301 McKinney Street, Suite 5100
Houston, TX 77010
Telephone: (713) 651-5151
Facsimile: (713) 651-5246
Email: jason.boland@nortonrosefulbright.com
william.greendyke@nortonrosefulbright.com
bob.bruner@nortonrosefulbright.com
julie.harrison@nortonrosefulbright.com
- and -
MILBANK LLP
Dennis F. Dunne, Esq.
Tyson M. Lomazow, Esq.
55 Hudson Yards
New York, NY 1001-2163
Telephone: (212) 563-5000
E-mail: ddunne@milbank.com
tlomazow@milbank.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/G4kYmi and https://is.gd/D0nnvN
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.
DIAMOND OFFSHORE: Seeks to Hire Porter Hedges as Co-Counsel
-----------------------------------------------------------
Diamond Offshore Drilling, Inc. and its debtor affiliates seek
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Porter Hedges LLP (PH) as co-counsel for the
Debtors.
The Debtors have requested that Porter Hedges render services in
connection with, but not limited to, the following:
(a) provide legal advice and services regarding local rules,
practices, and procedures;
(b) provide certain services in connection with administration
of the chapter 11 cases, including, without limitation, preparing
agendas, hearing notices and hearing binders of documents and
pleadings;
(c) review and comment on proposed drafts of pleadings to be
filed with the Court as bankruptcy co-counsel to the Debtors;
(d) provide legal advice with respect to the Debtors' rights
and duties as debtors-in-possession and continued business
operations;
(e) assist, advise and represent the Debtors in analyzing the
Debtors' capital structure, investigate the extent and validity of
liens, cash collateral stipulations or contested matters;
(f) assist, advise and represent the Debtors in any cash
collateral and/or postpetition financing transactions;
(g) assist, advise and represent the Debtors in the
preparation of sale and bid procedures to auction the Debtors'
assets;
(h) assist, advise and represent the Debtors in any manner
relevant to preserve and protect the Debtors' estates;
(i) prepare on behalf of the Debtors all necessary
applications, motions, answers, orders, reports, and other legal
papers;
(j) appear in Court and to protect the Debtors' interests
before the Court;
(k) at the request of the Debtors, appear in Court and at any
meeting with the U.S. Trustee and any meeting of creditors at any
given time on behalf of the Debtors as their bankruptcy co-counsel;
and
(l) provide other legal advice and services, as requested by
the Debtors, from time to time.
The standard hourly billing rates of the firm's attorneys and
paralegals range as follows:
Partners $525 - $925
Counsel $375 - $825
Associates $420 - $590
Paraprofessionals $235 - $355
In addition, the firm customarily charges its clients for various
costs and expenses incurred, including, among other things, certain
telephone and telecopier toll and other charges, mail and express
mail charges, special or hand delivery charges, document
processing, photocopying charges, travel expenses, expenses for
working meals, computerized research, transcription costs, as well
as non-ordinary overhead expenses approved by the client such as
secretarial and other overtime.
As of the petition date, the Debtors did not owe the firm any
amounts for legal services rendered before the petition date, and
the firm is not a creditor of the Debtors.
The firm received a retainer in the amount of $200,000.00 for its
pre-petition and post-petition services rendered and expenses
incurred on behalf of the Debtors. Prior to the petition date, the
firm performed a drawdown of the retainer in the amount of
$190,000.00 for prepetition fees and expenses related to
restructuring work, as well as filing fees for these cases. As of
the petition date, the balance of the retainer was $10,000.00. The
firm requests that its retainer be held as security throughout
these cases until the firm's fees and expenses are awarded and
payable to PH on a final basis.
The firm will work closely with the Chapter 11 Professionals
retained by the Debtors to delineate their respective duties to
prevent duplication of services to the furthest extent possible.
Additionally, it is the firm's policy to charge its clients in all
areas of practice for all other expenses incurred in connection
with the client's case, subject to any modification to such
policies that PH may be required to make to comply with the
applicable general orders of this Court and the U.S. Trustee
Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases, effective November 1, 2013,
Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules,
the Local Rules, and any further order of the Court.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the U.S. Trustee Fee
Guidelines.
Question: Did you agree to any variations from, or alternatives to,
your standard or customary billing arrangements for this
engagement?
Response: Except as otherwise set forth in the Engagement Letter,
the Firm has not agreed to any variations from, or alternatives to,
its standard billing arrangements for this engagement.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments or
discounts offered during the 12 months prepetition. If your billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Response: PH was retained in March 2020 and there have been no
post-petition changes in rates. PH's rates for timekeepers for its
prepetition engagement on this matter were, for the period of
January 1, 2020 to April 26, 2020, from $525.00 to $925.00 for
partners, $375 to $825.00 for counsel, $420.00 to $590.00 for
associates and $235.00 to $355.00 for paraprofessionals.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: A budget through July 31, 2020 is being prepared and will
be submitted to the client for approval.
John F. Higgins, a partner in the law firm of Porter Hedges LLP,
disclosed in court filings that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
John F. Higgins, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
E-mail: jhiggins@porterhedges.com
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.
On April 26, 2020, 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). The petitions were signed by David L. Roland, senior
vice president, general counsel, and secretary. At the time of the
filing, the Debtors disclosed total assets of $5,834,044,000 and
total liabilities of $2,601,834,000 as of December 31, 2019. Judge
David R. Jones oversees the cases. The Debtors hired Porter Hedges
LLP as bankruptcy counsel; Alvarez & Marsal North America, LLC as
financial advisor; Lazard Freres & Co. LLC as investment banker;
and Prime Clerk LLC as claims and noticing agent.
DIAMONDBACK INDUSTRIES: Seeks Court Approval to Hire OCPs
---------------------------------------------------------
Diamondback Industries, Inc. and its affiliates seek authority from
the U.S. Bankruptcy Court for the Northern District of Texas to
hire professionals utilized in the ordinary course of business
without the need to file separate employment or fee applications.
The "ordinary course professionals" expected to be utilized in
Debtors' Chapter 11 cases are:
Monthly Fee Cap if
OCPs Services are Utilized
---- ---------------------
KV Engineering $10,000
Keith Orgeron (Engineering)
2411 W 1st Street
Santa Ana, CA 92703
Keith.orgeron@oengineer.com
Mesch McBride, PLLC $20,000
Attn: Derick Mesch (Auditing)
600 Texas Street
Fort Worth, TX 76102
derick@mesch.com
Sheef and Stone $25,000
Attn: J. Mitchell Little (Patent Counsel)
2600 Network Blvd., Ste 400
Frisco, Texas 75034
Mitch.Little@solidcounsel.com
SMI Consulting $40,000
Attn: Gregory Ham (Engineering)
11510 Mile Dr.
Houston, TX 77065
gregorydham@gmail.com
Thompson Knight $50,000
Attn: Mark Weibel (Finance/IP Counsel)
1722 Routh St, Suite 1500
Dallas, TX 75201
Mark.weibel@tklaw.com
Whitaker Chalk Swindle & $15,000
Schwartz PLLC (Trial Counsel)
Attn: Robert A. Simon
301 Commerce Street, Suite 3500
Fort Worth, TX 76102-4132
rsimon@whitakerchalk.com
None of the OCPs represents or holds any interest materially
adverse to Debtors and their estates, according to court filings.
About Diamondback Industries
Diamondback Industries, Inc. is an ISO 9001 registered company that
manufactures tools and ballistics equipment, including eliminators,
igniters and power charges. For more information, visit
https://diamondbackindustries.com/
On April 21, 2020, Diamondback Industries and its affiliates sought
Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-41504).
Diamondback was estimated to have $10 million in assets and $10
million to $50 million in liabilities.
Judge Edward L. Morris presides over the cases.
Debtors tapped CR3 Partners, LLC as their financial advisor and
Stretto as their claims agent. Haynes and Boone, LLP initially
handled Debtors' bankruptcy cases. The firm withdrew as counsel on
May 22, 2020.
DIJ CORP: Allowed to Continue Using Cash Collateral Through June 23
-------------------------------------------------------------------
Judge Donald Cassling of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized DIJ Corp. to use cash collateral on
an interim basis.
The Debtor may use cash collateral until June 23, 2020 at 10:00
a.m. at which time a further hearing on the use of cash collateral
will take place.
Commercial Credit Group Inc. claims a valid lien upon the assets of
the Debtor, and holds a security interest in all the assets of the
Debtor by way of a lien duly filed of which the amount of
$765,072.59 is still due and owing.
As adequate protection, CCG is granted post-petition liens against
the same types of property of the Debtor, to the same validity,
extent and priority, as existed as of the Petition Date. In
addition, the Debtor will remit monthly post-petition payments to
CCG in the monthly amount of $31,564.
Pearl Delta Funding, LLC and Funding Metrics LLC d/b/a Lendini also
claim a valid lien upon the assets of the Debtor. They will be
secured by a lien to the same extent, priority and validity as
existed prior to the Petition date. Pearl Delta and Lendini will
receive a security interest in and replacement lien upon all of the
Debtor's now existing or hereafter acquired property, which
replacement lien will be the same lien as existed prepetition.
A copy of the Interim Order is available for free at
https://is.gd/1zmtKq from PacerMonitor.com.
About DIJ Corp.
DIJ Corp. is a privately held company in the trucking business. The
company sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 20-06393) on March 6, 2020. The
Petition was signed by Justinas Slavinskas, president. The case is
assigned to Judge Donald R. Cassling. The Debtor is represented by
Saulius Modestas, Esq. at MODESTAS LAW OFFICES, P.C. At the time
of filing, the Debtor was estimated to have $1 million to $10
million in assets and $1 million to $10 million in liabilities.
EIGHTY-EIGHT HOMES: Seeks to Hire Fuller Law as Legal Counsel
-------------------------------------------------------------
Eighty-Eight Homes LLC seeks authority from the United States
Bankruptcy Court for the Northern District of California to hire
The Fuller Law Firm, P.C. as its attorneys.
Eighty-Eight Homes requires Fuller Law to:
(a) advise the Debtor with respect to its powers and duties as
Debtor-in-possession;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of the case, including all of the legal and
administrative requirements of being in Chapter 11;
(c) take all necessary action to protect and preserve the
Debtor's estate;
(d) prepare on behalf of the Debtor all motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estate and to review but not to prepare the
monthly operating reports required to be filed in the herein case;
(e) negotiate and prepare on the Debtor's behalf a plan for
reorganization, disclosure statement, and all related agreements
and/or documents and take any necessary action on behalf of the
Debtor to obtain confirmation of such plan;
(f) advise the Debtor in connection with the possible sale or
any possible refinance of its assets;
(g) appear before the Court and the U.S. Trustee and protect
the interest of the Debtor's estate before such courts and the U.S.
Trustee; and
(h) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with its
Chapter 11 case.
Fuller Law's hourly rates are:
Lars T. Fuller $505
Saman Taherian $485
Joyce Lau $395
Lars T. Fuller, Esq. of Fuller Law assures the court that he and
his firm are "disinterested persons" as that term is defined by
Section 101(14) of the Bankruptcy Code, and do not hold or
represent any interest adverse to the estate.
The firm can be reached through:
Lars Fuller, Esq.
THE FULLER LAW FIRM, PC
60 No. Keeble Ave.
San Jose, CA 95126
Tel: (408)295-5595
Fax: (408) 295-9852
About Eighty-Eight Homes LLC
Eighty-Eight Homes LLC is engaged in activities related to real
estate. The company owns in fee simple a property located at 808 S
Main St Milpitas, CA 95035, having a current value of $8.5
million.
Eighty-Eight Homes LLC, filed its voluntary petition under Chapter
11 of the Bankruptcy Court (Bankr. N.D. Cal. Case No. 20-50712) on
April 30, 2020. In the petition signed by Mary Ly, managing member,
the Debtor estimated $8,645,000 in assets and $10,684,110 in
liabilities. Lars Fuller, Esq. at the Fuller Law Firm, PC
represents the Debtor as counsel.
ELITE AUTO DEALER: Seeks to Hire Kung & Brown as Attorney
---------------------------------------------------------
Elite Auto Dealer Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to employ Kung & Brown, as its
attorneys.
The Debtor requires Kung & Brown to:
a. prepare schedules, statements, applications, and reports
for which the services of an attorney are necessary;
b. advise Debtor of its rights and obligations and its
performance of its duties during the administration of this case;
c. assist Debtor in formulating a plan of reorganization and
disclosure statements and to obtain approval and confirmation
thereof; and
d. represent Debtor in all proceedings before this Court and
other courts with jurisdiction over this case.
The firm will charge these hourly rates:
A.J Kung, Esq. $500
Brandy Brown, Esq. $500
Paralegals $125
Kung & Brown and its attorneys do not hold or represent any
interest adverse to the Debtor's estate and are
disinterested within the meaning of Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Brandy Brown, Esq.
KUNG & BROWN
214 S. Maryland Pkwy.
Las Vegas, NV 89101
Tel: 702-382-0883
E-mail: bbrown@ajkunglaw.com
About Elite Auto Dealer
Elite Auto Dealer, Inc., is a car dealer in Las Vegas, Nevada.
Elite Auto Dealer filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 20-12221) on May 5, 2020. In the petition signed by Anderson
Voss, president, the Debtor was estimated to have $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Brandy Brown, Esq., at Kung & Brown, serves as bankruptcy counsel.
ELITE INVESTMENT: Trustee Hires Lane & Nach as Counsel
------------------------------------------------------
Eric M. Haley, the Chapter 11 Trustee of Elite Investment
Properties, LLC, seeks authority from the U.S. Bankruptcy Court for
the District of Arizona to employ Lane & Nach, P.C., as counsel.
The Trustee requires Lane & Nach to:
a. consult with the Debtor, the U.S. Trustee, creditors and
other parties-in-interest concerning the administration of
the Debtor's estate;
b. investigate the acts, conduct, assets, liabilities and
financial condition of the Debtor, the operation of
Debtor's business interests, and any matter relevant to the
Debtor's case;
c. participate in the Debtor's Chapter 11 case, including
without limitation, the formulation of a Chapter 11 plan of
reorganization and confirmation of that plan;
d. advise and consult with Chapter 11 Trustee concerning
Chapter 11 Trustee rights and remedies with regard to the
estate's assets and the claims of secured, preferred and
unsecured creditors and other parties in interest
e. appear for, prosecute, defend and represent Chapter 11
Trustee's interest in suits arising in or related to this
case;
f. investigate and prosecute avoidance actions and other
actions arising under the Chapter 11 Trustee avoiding
powers; and
g. assist in the preparation of such pleadings, motions,
notices and orders as is necessary for the Chapter 11
Trustee to perform his requisite duties.
Lane & Nach will be paid at these hourly rates:
Attorneys $375 to $225
Paralegals $175 to $95
Lane & Nach will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Adam B. Nach, a partner of Lane & Nach, 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.
Lane & Nach can be reached at:
Adam B. Nach, Esq.
Stuart B. Rodgers, Esq.
LANE & NACH, P.C.
2001 E. Campbell Avenue, Suite 103
Phoenix, AZ 85016
Tel No: (602) 258-6000
Fax No: (602) 258-6003
E-mail: adam.nach@lane-nach.com
stuart.rodgers@lane-nach.com
About Elite Investment Properties
Elite Investment Properties, LLC, sought protection under Chapter
11of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00135) on
Jan. 6, 2020. At the time of the filing, the Debtor was estimated
to have assets of between $50,001 and $100,000 and liabilities of
between $500,001 and $1 million. Judge Paul Sala oversees the case.
The Debtor is represented by Bankruptcy Legal Center (TM).
ENERGY SAVING: Hires McGuire Yuhas as Accountant
------------------------------------------------
Energy Saving Solutions, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of Illinois to employ
McGuire Yuhas Huffman & Buckley PC, as accountant to the Debtor.
Energy Saving requires McGuire Yuhas to assist the Debtor in
establishing accounting systems and protocols for accounting
practices.
McGuire Yuhas will be paid at the hourly rate of $100. McGuire
Yuhas will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Tracie England, a partner of McGuire Yuhas Huffman & Buckley PC,
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.
McGuire Yuhas can be reached at:
Tracie England
MCGUIRE YUHAS HUFFMAN & BUCKLEY PC
334 W Eldorado St.
Decatur, IL 62522
Tel: (217) 428-2127
About Energy Saving Solutions
Energy Saving Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Ill. Case No. 20-70352) on March 12,
2020. At the time of the filing, Debtor had estimated assets of
less than $50,000 and liabilities of between $500,001 and $1
million. Judge Mary P. Gorman oversees the case. Andrew D. Bourey,
Esq., at Bourey Law Offices, is the Debtor's legal counsel.
ENERGY SAVING: Unsecured to Recover 10% of Its Claims
-----------------------------------------------------
Energy Saving Solution, Inc. filed a Chapter 11 Plan and a
Disclosure Statement.
The secured claim of BFS Capital totaling $64,862 is impaired. BFS
will receive a monthly payment of $1194.53 beginning June 1, 2020
and ending June 1, 2025 with an interest rate of 4%.
The secured claim of Libertas Funding LLC totaling $58,289 is
impaired. Creditor will receive a monthly payment of $1,073
beginning June 1, 2020 and ending June 1, 2025 with an interest
rate of 4%.
General unsecured creditors will receive a distribution of 10% of
their allowed claims. Unsecured creditors will received a monthly
payment of $1,074.56 beginning upon confirmation and ending on June
1, 2025.
Equity interest holders will retain their present interest in the
company but shall not be entitled to receive any dividends or
distribution unless until the plan has been completed.
Payments and distribution will be funded by the net profits from
operation of the business.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/yblhcfos from PacerMonitor.com at
no charge.
About Energy Saving Solutions
Energy Saving Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Ill. Case No. 20-70352) on March 12,
2020. At the time of the filing, Debtor had estimated assets of
less than $50,000 and liabilities of between $500,001 and $1
million. Judge Mary P. Gorman oversees the case. Andrew D.
Bourey, Esq., at Bourey Law Offices, is Debtor's legal counsel.
ESCONDIDO HOLDINGS: Seeks to Hire C.R. Hyde, PLC as Counsel
-----------------------------------------------------------
Escondido Holdings, LLC and T&U Investments, LLC, seek authority
from the U.S. Bankruptcy Court for the District of Arizona to
employ The Law Offices of C.R. Hyde, PLC as their counsel.
Services the counsel will render are:
a) provide the Joint Debtors with legal advice and assistance
as to their powers and duties as debtor-in-possession in the
continued operation of their affairs;
b) provide legal advice and assistance to the Joint Debtors as
is necessary to preserve and protect assets, to arrange for a
continuation of the working capital and other financing, to prepare
all necessary applications, answers, orders, reports and other
legal documents;
c) appear before the Bankruptcy Court to represent and protect
the interests of the Debtors and their respective estates;
d) negotiate with the Joint Debtors creditors and taking the
necessary legal steps to confirm and consummate a plan of
reorganization;
e) provide other legal services as may be necessary during the
course of the bankruptcy proceedings.
Charles R. Hyde, Esq., the firm's owner, will charge $350 per hour
for his services and charges $150 per hour for paralegal costs.
An advanced fee was tendered in the amount of $20,000 to the firm.
Mr. Hyde assures the court that hir firm has no prior connection
with the Debtors, its creditors, any other party in interest, its
respective attorneys or accountants, and the United States Trustee,
which would in any way disqualify him from representing the
Debtors.
The firm can be reached through:
Charles R. Hyde, Esq.
The Law Offices of C.R. Hyde, PLC
2810 N Swan Rd
Tucson, AZ 85712
Phone: +1 520-270-1110
About Escondido Holdings
Escondido Holdings, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 20-01019) on Jan. 30, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Phil Hineman, Esq., at The Law Office of Phil
Hineman, P.C.
EXIDE HOLDINGS: Paul, Young Conaway Represent Noteholder Group
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Young Conaway Stargatt & Taylor, LLP submitted a verified statement
that they are representing the Ad Hoc Group in the Chapter 11 cases
of Exide Holdings, Inc. et al.
The Ad Hoc Group of notes under (a) that certain Indenture for
10.75% Superpriority Lien Senior Secured Notes due 2021 by and
between Exide International Holdings LP, as Issuer, and U.S. Bank,
National Association, as Trustee and Collateral Agent, dated as of
June 17, 2019; and (b) that certain Indenture for (i) 11% Exchange
Priority Notes due 2024 and (ii) 11% First Lien Senior Secured
Notes due 2024 by and between Exide Technologies, LLC, as Issuer,
and U.S. Bank, National Association, as Trustee and Collateral
Agent, dated as of June 25, 2019.
On or after May 29, 2019, certain members of the Ad Hoc Group
retained Paul, Weiss, Rifkind, Wharton & Garrison LLP to represent
them in connection with a potential restructuring involving the
above-captioned debtors and debtors-in-possession. In May 2020, the
members of the Ad Hoc Group retained Young Conaway Stargatt &
Taylor, LLP, as its Delaware counsel.
As of May 21, 2020, members of the Ad Hoc Group and their
disclosable economic interests are:
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $25,573,734
* 11% Exchange Priority Notes due 2024: $64,297,996
* 11% First Lien Senior Secured Notes due 2024: $21,652,917
* Common Stock: 19,551,512
Axar Capital Management LP
1330 Avenue of the Americas
New York, NY 10019
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $9,931,554
* 11% Exchange Priority Notes due 2024: $24,837,799
* 11% First Lien Senior Secured Notes due 2024: $8,381,254
* Common Stock: 4,123,108
* DIP Claims: $2,250,000
D.E. Shaw Galvanic Portfolios, L.L.C.
1166 Avenue of the Americas
New York, NY 10036
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $17,748,510
* 11% Exchange Priority Notes due 2024: $44,387,200
* 11% First Lien Senior Secured Notes due 2024: $14,954,403
* Common Stock: 11,007,024
DW Partners, LP
590 Madison Avenue
New York, NY 10022
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $12,854,984
* 11% Exchange Priority Notes due 2024: $32,149,000
* 11% First Lien Senior Secured Notes due 2024: $11,843,336
Guggenheim Partners Investment Management, LLC
330 Madison Ave
New York, NY 10017
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $8,432,531
* 11% Exchange Priority Notes due 2024: $20,279,995
* 11% First Lien Senior Secured Notes due 2024: $8,109,088
MacKay Shields LLC
1345 Avenue of the Americas
New York, NY 10105
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $63,988,198
* 11% Exchange Priority Notes due 2024: $160,027,968
* 11% First Lien Senior Secured Notes due 2024: $53,915,756
* Common Stock: 41,101,269
* DIP Claims: $12,750,000
Mudrick Capital Management L.P.
527 Madison Avenue
New York, NY 10022
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $3,461,955
* 11% Exchange Priority Notes due 2024: $8,657,999
* 11% First Lien Senior Secured Notes due 2024: $3,588,667
Neuberger Berman Investment Advisers LLC
190 South LaSalle St
Chicago, IL 60603
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $4,699,100
* 11% Exchange Priority Notes due 2024: $11,752,000
* 11% First Lien Senior Secured Notes due 2024: $4,872,294
* Common Stock: 6,910,717
Riva Ridge Capital Management LP
55 5th Avenue
New York, NY 10003
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $1,890,000
* 11% Exchange Priority Notes due 2024: $1,704,314.59
* 11% First Lien Senior Secured Notes due 2024: $4,069,623.41
Stonehill Capital Management LLC
885 Third Avenue
New York, NY 10022
* 10.75% Superpriority Lien
Senior Secured Notes due 2021: $5,458,038
* 11% Exchange Priority Notes due 2024: $13,649,999
* 11% First Lien Senior Secured Notes due 2024: $5,669,480
* Common Stock: 416,464
Counsel reserves the right to amend or supplement this Statement
from time to time for any reason in accordance with Bankruptcy Rule
2019.
Counsel to the Ad Hoc Group can be reached at:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Pauline K. Morgan, Esq.
Sean T. Greecher, Esq.
Andrew L. Magaziner, Esq.
Ian J. Bambrick, Esq.
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: pmorgan@ycst.com
sgreecher@ycst.com
amagaziner@ycst.com
ibambrick@ycst.com
- and -
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Alice Belisle Eaton, Esq.
Robert A. Britton, Esq.
Eugene Y. Park, Esq.
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
E-mail: aeaton@paulweiss.com
rbritton@paulweiss.com
epark@paulweiss.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/HNIFH7
About Exide Holdings
Founded in 1888 and headquartered in Milton, Ga., Exide Holdings,
Inc. -- https://www.exide.com/ -- is a stored electrical energy
solutions company and a producer and recycler of lead-acid
batteries. Across the globe, Exide batteries power cars, boats,
heavy duty vehicles, golf carts, powersports, and lawn and garden
applications. Its network power solutions deliver energy to vast
telecommunication networks in need of uninterrupted power supply.
Exide Technologies first sought Chapter 11 protection (Bankr. Del.
Case No. 02-11125) on April 14, 2002, and exited bankruptcy two
years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq.,
at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, represented the Debtors in their successful
restructuring.
Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In
the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom
LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez &
Marsal as financial advisor; Sitrick and Company Inc. as public
relations consultant. The official creditors committee retained
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel, and Zolfo Cooper, LLC served as its bankruptcy
consultants and financial advisors.
Exide Holdings and its affiliates, including Exide Technologies
LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-11157) on May 19, 2020. Exide Holdings was estimated to have
$500 million to $1 billion in assets and $1 billion to $10 billion
in liabilities.
In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is
serving as legal counsel to Exide, Houlihan Lokey is serving as
investment banker, and Ankura is serving as financial advisor.
Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk
LLC is the claims agent, maintaining the page
https://cases.primeclerk.com/Exide2020/
FAIRWAY GROUP: Exclusive Filing Period Extended to Sept. 23
-----------------------------------------------------------
Judge James Garrity, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York extended to Sept. 23 the period
during which Fairway Group Holdings Corp. and its affiliates have
the exclusive right to file a plan of reorganization. The companies
will continue to have the exclusive right to obtain acceptances for
the plan through Nov. 22.
About Fairway Group
Fairway Group -- https://www.fairwaymarket.com/ -- is a food
retailer operating 14 supermarkets across the New York, New Jersey
and Connecticut tri-state area, including two with freestanding
wine and liquor stores (the Stamford and Pelham locations) and two
with in-store wine and liquor stores (the Woodland Park and Paramus
locations). The company's flagship store is located at Broadway
and West 74th Street, on the Upper West Side of Manhattan,
featuring a cafe, Sur la Route, and state of the art cooking
school. Fairway's stores emphasize an extensive selection of
fresh, natural, and organic products, prepared foods, and
hard-to-find specialty and gourmet offerings, along with a full
assortment of conventional groceries.
Fairway Group Holdings Corp. and 25 affiliated companies sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on
Jan. 23, 2020.
In the petitions signed by CEO Abel Porter, Debtors were estimated
to have $100 million to $500 million in assets and liabilities.
Judge James L. Garrity, Jr., is assigned to the cases.
Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; Peter
J. Solomon and Mackinac Partners, LLC as financial advisor; and
Omni Agent Solutions as claims, noticing and solicitation agent.
FIRST FLORIDA: Seeks to Hire Fudge Broadwater as Litigation Counsel
-------------------------------------------------------------------
First Florida Living Options, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Fudge
Broadwater, PA as special counsel.
Fudge Broadwater will represent Debtor in a state court case
pending in the Fifth Judicial Circuit in and for Marion County
titled The Estate of Shiny A. Yandle by and through Mark A. Yandle,
Sr., Personal Representative vs. First Florida Living Options, LLC,
et al. (Case No. 1 8-CA-0 1718).
Debtor will be paying 90 percent of special counsel's fees and
costs while its parent, Florida Living Options, Inc., will be
paying 10 percent for representation of the non-debtor defendants.
The hourly rates for the firm's attorneys and professionals who are
likely to handle the case are as follows:
Donna Fudge, Attorney $385
Associate Attorney $295
Paralegals/Law Clerk $165
Nurse Paralegal $190
Donna Fudge, Esq., a shareholder and litigation attorney at Fudge
Broadwater, disclosed in court filings that she and her firm are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Donna Fudge, Esq.
Fudge Broadwater, PA
650 1 6th Street North
St. Petersburg, FL 33705
Telephone: (727) 490-3100 / (727) 490-3080
Facsimile: (727) 490-3101
Email: dfudge@fudgebroadwater.com
About First Florida Living Options
First Florida Living Options LLC, formerly known as Surrey Place of
Ocala, conducts its business under the names Hawthorne Health and
Rehab of Ocala, Hawthorne Village of Ocala and Hawthorne Inn of
Ocala. The company is based in Ocala, Fla.
First Florida Living Options filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was
signed by John M. Crock, vice president of Florida Living Options.
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities as of the bankruptcy filing. Judge Jerry A.
Funk oversees the case. Johnson Pope Bokor Ruppel & Burns, LLP is
Debtor's bankruptcy counsel.
FLUOR CORP: Moody's Assigns Ba1 CFR & Cuts Unsec. Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Fluor
Corporation including its senior unsecured rating to Ba1 from Baa3
and short-term commercial paper rating to Not Prime from Prime-3.
Concurrently, Moody's assigned a Ba1 Corporate Family Rating,
Ba1-PD Probability of Default Rating, and a Speculative Grade
Liquidity Rating of SGL-1. Moody's also downgraded the ratings of
the company's EUR500 million senior notes due 2023, $500 million
senior notes due 2024 and its $600 million senior notes due
September 2028 to Ba1 from Baa3, and the senior unsecured shelf
rating to (P)Ba1 from (P)Baa3. The ratings remain under review for
downgrade. This concludes the review for downgrade initiated by
Moody's on March 24, 2020.
"The downgrade of Fluor's ratings and the ongoing ratings review
reflects the significant deterioration in its operating results and
credit metrics due to project bidding and execution issues and the
risk these trends will persist due to its large backlog of orders
booked prior to the establishment of its new bidding criteria, as
well as project cancellations, delays and reduced bidding activity
related to the economic impact of the coronavirus and the
significant deterioration in commodity prices," said Michael
Corelli, Moody's Senior Vice President and lead analyst for Fluor
Corporation.
Downgrades:
Issuer: Fluor Corporation
Multiple Seniority Shelf, downgraded to (P)Ba1 from (P)Baa3; Placed
Under Review for further Downgrade
Senior Unsecured Commercial Paper, Downgraded to NP from P-3
Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 (LGD4)
from Baa3; Placed Under Review for further Downgrade
Assignments:
Issuer: Fluor Corporation
Corporate Family Rating, Assigned Ba1; Placed Under Review for
further Downgrade
Probability of Default Rating, Assigned Ba1-PD; Placed Under Review
for further Downgrade
Speculative Grade Liquidity Rating, Assigned SGL-1
RATINGS RATIONALE
Fluor's Ba1 corporate family rating is supported by its significant
scale and broad capabilities across a wide range of end-markets and
geographies, its sizeable order backlog and very good liquidity.
Fluor's rating is constrained by the elevated risks associated with
some of its large and complex projects along with its historically
low margins, which provide little room for lower than expected
productivity and other unforeseen issues that have arisen more
consistently on its fixed-price projects. Its rating also reflects
its relatively weak near-term bidding prospects due to the economic
impact of the coronavirus and the significant deterioration in
commodity prices.
The review for downgrade is prompted by Fluor's operational issues
combined with the rapid and widening spread of the coronavirus
outbreak which has led to a deteriorating global economic outlook,
falling oil prices, and asset price declines that have created a
severe and extensive credit shock across many sectors, regions and
markets. The combined credit effects of these developments are
unprecedented. The construction sector is being impacted by lower
productivity due to work stoppages, social distancing measures,
delays and reduced bidding opportunities. More specifically,
Fluor's reliance on the oil & gas and mining sectors has left it
vulnerable to shifts in market sentiment and commodity price
weakness and it remains vulnerable to the outbreak continuing to
spread.
The ratings review will focus on the expected deterioration in
Fluor's credit profile from the breadth and severity of the
economic impact of the coronavirus and the shock to its key oil &
gas and mining end markets and the impact it will have on the
company's operating performance and cash flows. It will also
consider the potential impact of changes to corporate governance
and project risk management and the review of its 2019 annual
report on Form 10-K and its quarterly report on Form 10-Q for the
period ended March 31, 2020 which will be filed when the company
completes its internal investigation of the timing and magnitude of
project charges.
Headquartered in Irving, Texas, Fluor Corporation provides
engineering, procurement, construction and maintenance (EPCM)
services globally and is a large contractor to the US government.
The company generated $17.8 billion in revenues for the LTM period
ended September 2019 with 33% in the US, 23% in Europe, 17% in
Central & South America, 13% in APAC, 8% in Canada and 6% in the
Middle East & Africa. It had a backlog of $32.7 billion as of
December 31, 2019. It reports its revenues in five business
segments: Energy & Chemicals (35% of 9-month revenues, 43% of
12/31/19 backlog), Mining & Industrial (29%, 16%), Government (17%,
12%), Infrastructure & Power (7%, 21%) and Diversified Services
(12%, 8%).
The principal methodology used in these ratings was Construction
Industry published in March 2017.
FLY LEASING: Moody's Puts Ba3 CFR on Review for Downgrade
---------------------------------------------------------
Moody's Investors Service placed its ratings for Fly Leasing
Limited and its subsidiaries, including the Ba3 Corporate Family
Rating and B1 senior unsecured rating, on review for downgrade. The
senior secured bank credit facility rating of Ba2 at Fly Funding II
S.a.r.l. was also placed on review for downgrade.
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.
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.
Rating Under Review for Downgrade:
Issuer: Fly Leasing Limited
Corporate Family Rating, Placed on Review for Downgrade, currently
Ba3
Pref. Shelf (Foreign Currency), Placed on Review for Downgrade,
currently (P)B3
Subordinate Shelf (Foreign Currency), Placed on Review for
Downgrade, currently (P)B2
Senior Unsecured Shelf (Foreign Currency), Placed on Review for
Downgrade, currently (P)B1
Pref. Non-cumulative Shelf (Foreign Currency), Placed on Review for
Downgrade, currently (P)Caa1
Senior Unsecured Regular Bond/Debenture (Foreign Currency), Placed
on Review for Downgrade, currently B1
Issuer: Fly Funding II S.a.r.l.
Backed Senior Secured Bank Credit Facility (Foreign Currency),
Placed on Review for Downgrade, currently Ba2
Outlook Actions:
Issuer: Fly Leasing Limited
Outlook, Changed To Rating Under Review From Negative
Issuer: Fly Funding II S.a.r.l.
Outlook, Changed To Rating Under Review From Positive
In addition, Moody's corrected the outlook for Fly Funding II
S.a.r.l. to positive from withdrawn. Due to an internal
administrative error, the outlook for this issuer was incorrectly
withdrawn in December 2019.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
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.
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 six 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 six lessors.
During its ratings review, Moody's will assess the quality of FLY'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 FLY'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.
The review for downgrade reflects Moody's view, that following the
rapid spread of coronavirus globally, FLY's ability to manage its
liquidity needs has weakened. Moody's review will focus on the
business and financial implications of this adverse event,
including the company's ability to generate revenue, maintain good
profitability, cash flow and liquidity measures. Moody's will
assess the company's ability to monetize some of its assets to
improve its liquidity position in the absence of corporate
revolving facility and its strategy in addressing its closest
maturities. They include $57 million due May 2021, which Moody's
expects the company to extend, and $325 million unsecured notes due
October, 2021. Moody's will examine the impact of capital calls in
FLY's credit agreement on its liquidity.
FLY's fleet risks have benefited from the company's sale of older
aircraft and acquisition of newer models, resulting in reduced
aircraft remarketing and residual risks and leading to more
predictable future profits. FLY's ratings reflect its high, albeit
improving airline lessee concentrations (top ten 63% in 2019) and
high reliance on secured funding that encumbers assets. It also
incorporates the company's improved debt-to-tangible net worth
leverage (2.4x as of March 31, 2020) relative to its peers.
Moody's regards the coronavirus pandemic as a social risk under its
ESG framework, given the substantial implications for public health
and safety. 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.
Moody's could downgrade FLY's ratings upon conclusion of the review
if the company: 1) experiences a deterioration operating prospects
including from a prolonged disruption in air travel and weakening
of airline credit quality; 2) reduces its liquidity cushion through
required capital expenditures, higher than expected capital calls
under the governing credit agreement or other cash needs; or 3)
experiences deterioration in other key metrics stemming from
challenging economic conditions.
A ratings 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 remains adequate, 3)
fleet residual value risks are well-managed, and 4) the company's
debt-to-equity leverage is appropriate for its fleet risk profile.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
FOLSOM FARMS: May Pay Certain Expenses from Cash Collateral
-----------------------------------------------------------
Folsom Farms, LLC sought and obtained permission from Judge Peter
C. McKittrick to use cash collateral in order to pay for:
* Insurance - $450;
* U.S. Trustee fees - $542;
* Clackamas County property taxes - $1,200;
* Adequate protection to Gerald George, et. al., - $4,457.08;
and
* maintenance cost - for the remaining balance.
In a separate prior order, the Court authorized the Debtor to make
an adequate protection payment of $2,600 to AMR Investment Group,
LLC for March 2020.
About Folsom Farms
Folsom Farms, LLC, is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B).
Folsom Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 20-30575) on Feb. 19, 2020. At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. Judge Peter C. McKittrick oversees the case. Sally
Leisure, Esq., at SRL Legal, LLC, is the Debtor's legal counsel.
FOXTROT UNITED: Seeks to Hire Parsons Behle as Legal Counsel
------------------------------------------------------------
Foxtrot United, LLC seeks authority from the U.S. Bankruptcy Court
for the District of Utah to hire Parsons Behle & Latimer as its
legal counsel.
Parsons Behle's services will include:
a. advising Debtor and taking all necessary actions to protect
and preserve its estate, including the defense of any actions
commenced against Debtor, the negotiation of disputes in which
Debtor is involved, and the preparation of objections to claims
filed against the estate;
b. preparing court documents in connection with the
administration of the estate;
c. taking all necessary actions in connection with a plan of
reorganization and related disclosure statement; and
d. taking all necessary actions in connection with Debtor's
reorganization and operations.
The firm will be paid at hourly rates as follows:
Attorneys $210 to $495
Paralegal $120 to $190
Project assistants $80
Brian Rothschild, Esq., and Darren Neilson, Esq., the firm's
attorneys who will be handling Debtor's Chapter 11 case, will
charge $340 per hour and $285 per hour, respectively.
The firm received payment of $25,000 from Debtor for its
pre-bankruptcy services.
Darren Neilson, Esq., shareholder of Parsons Behle, 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.
Parsons Behle can be reached at:
Darren B. Neilson, Esq.
Parsons Behle & Latimer
201 South Main Street, Suite 1800
Salt Lake City, UT 84111
Tel: (801) 532-1234
Fax: (801) 536-6111
Email: DNeilson@parsonsbehle.com
About Foxtrot United
Foxtrot United, LLC is a single asset real estate (as defined in 11
U.S.C. Section 101(51B)).
Foxtrot United filed its voluntary petitions under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 20-22838) on May 12,
2020. At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Judge R. Kimball Mosier oversees the case. Parsons Behle & Latimer
is Debtor's legal counsel.
FRANK INVESTMENTS: Unsecureds Owed $10-Mil. to Recover 3% in Plan
-----------------------------------------------------------------
Frank Investments, Inc., et al., submitted a Chapter 11 Plan and a
Disclosure Statement.
The Debtor has liquidated or abandoned a number of its assets
during this bankruptcy case, and will liquidate remaining assets
through the Plan. The assets have been liquidated or abandoned to
date include:
-- Automobiles consisting of a 2002 Ford Econoline van, 2015 Audi
A7, 2016 Aston Martin Vanquish, 2015 Land Rover Range Rover, 2018
GMC Terrain and 2011 Dodge Grand Caravan were either abandoned due
to a projected lack of equity or, in the case of leased vehicles,
had their subject leases rejected. See ECF No. 283. The Debtor has
also filed a notice to abandon its last remaining automobile, a
2014 Mercedes ML350.
-- Real property located at 711 Beach Avenue, Cape May, New
Jersey was sold to third party, John F. Mita Trust for the Family
of Eustace W. Mita, for $6,650,000.00, with the bulk of said
proceeds being paid to the mortgagee of the property, Bancorp. See
ECF No. 438.
-- Real property located at 5207 and 5213 Ventnor Avenue,
Ventnor, New Jersey was sold to third party, Stone Harbor Theatre,
LLC, for $350,000.00, with the bulk of said proceeds being paid to
the mortgagee of the property, Bancorp. See ECF No. 209.
-- Real property located at 11380 Prosperity Farms Road, Unit
101, Palm Beach Gardens, Florida, was sold to third party, Eclatant
Properties, LLC, for $475,000.00, with the Debtor receiving
$135,851.14 in net sale proceeds. See ECF No. 417.
The Debtor will liquidate the remaining Liquidating Assets,
including the Banyan Interest, two parcels of land, on cash on
hand, through the Plan.
The Plan proposes to treat claims as follows:
* Class 1 Allowed Secured Claims of U.S. Bank totaling $500,000
will recover 100% of the claim.
* Class 2 Allowed Secured Claim of Bancorp totaling $4,500,000
will recover recover 26% of the claim.
In accordance with Article VIII of the Plan, the Debtor or
Liquidating Debtor shall sell Black Horse free and clear of all
liens, claims and encumbrances, with such liens, claims and
encumbrances attaching to the proceeds of the sale in the order of
their prepetition priority. Upon the sale of Black Horse, the
Classes 1 and 2 Claims shall receive proceeds of the Sale in an
amount up to the Allowed Amount of such Claim.
Class 3 Allowed General Unsecured Claims totaling $10,000,000 may
recover 3% of their claims. Each holder of an Allowed Class 3 Claim
shall receive Distributions on a pro rata basis with the Holders of
all Allowed Claims in this Class 3 from available cash on deposit
from time to time with the Debtor, the Liquidating Debtor and/or
Plan Administrator, up to the full amount of each Allowed Claim,
from Liquidating Assets net of post-Confirmation fees and expenses
incurred in connection with the implementation and consummation of
the Plan
Class 4 Allowed Bancorp Deficiency Claim totaling $12,700,000 will
not recover anything. The holder of the Class 4 Claim will receive
distributions from available cash on deposit from time to time with
the Debtor, the Liquidating Debtor and/or Plan Administrator, up to
the full amount of such Allowed Claim, from Liquidating Assets net
of post-Confirmation fees and expenses incurred in connection with
the implementation and consummation of the Plan.
Class 5 Equity interests are impaired. Holders of Class 5 Equity
Interests will not receive or retain any property under the Plan.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/ybked4ld from PacerMonitor.com at
no charge.
Attorneys for the Debtor:
Bradley S. Shraiberg, Esq.
Patrick Dorsey, Esq.
Shraiberg, Landau & Page, P.A.
2385 NW Executive Center Drive, Ste. 300
Boca Raton, FL 33431
Telephone: (561) 443-0800
Facsimile: (561) 998-0047
E-mail: bshraiberg@slp.law
E-mail: pdorsey@slp.law
About Frank Investments
Frank Investments Inc., Frank Theatres Management LLC and Frank
Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which
sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840)
on June 28, 2018. Rio Mall, LLC, owns and operates commercial real
property that comprises the shopping center known as Rio Mall
located at 3801 Route 9 South, Rio Grande, N.J.
Frank Investments and its debtor-affiliates sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17,
2018. At the time of the filing, Frank Investments and Frank
Entertainment had estimated assets of between $10 million and $50
million and liabilities of the same range. Frank Theaters had
estimated assets of between $10 million and $50 million and
liabilities of between $50 million and $100 million.
Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is
the Debtors' bankruptcy counsel.
No official committee of unsecured creditors has been appointed.
FRONTIER COMMUNICATIONS: Akin Gump Represents Senior Notes Group
----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Akin Gump Strauss Hauer & Feld LLP submitted a
verified statement to disclose that it is representing the Ad Hoc
Senior Notes Group in Chapter 11 cases of Frontier Communications
Corporation, et al.
The Ad Hoc Senior Notes Group engaged Akin Gump Strauss Hauer &
Feld LLP on October 24, 2018 to represent it in connection with a
potential restructuring of the Debtors.
Akin Gump represents only the Ad Hoc Senior Notes Group. Akin Gump
does not represent the Ad Hoc Senior Group as a "committee" and
does not undertake to represent the interests of, and is not a
fiduciary for, any creditor, party in interest or other entity that
has not signed a retention agreement with Akin Gump. In addition,
the Ad Hoc Senior Notes Group does not represent or purport to
represent any other entities in connection with the Debtors'
chapter 11 cases.
As of May 21, 2019, members of the Ad Hoc Senior Group and their
disclosable economic interests are:
Amundi Pioneer Asset Management, Inc.
60 State Street Boston, MA 02109
* $69,832,000 of Senior Notes
Avenue Global Opportunities Master Fund, L.P.
11 West 42nd Street New York, NY 10036
* $5,000,000 of Senior Notes
Avenue RP Opportunities Fund, L.P.
11 West 42nd Street New York, NY 10036
* $21,277,000 of Senior Notes
* $3,000,000 of Second Lien Notes
Avenue Value Credit Fund, L.P.
11 West 42nd Street New York, NY 10036
* $36,080,000 of Senior Notes
Benefit Street Partners LLC
9 West 57th Street Suite 4920
New York, NY 10019
* $51,140,000 of Term Loans
* $44,853,000 of First Lien Notes
* $38,996,000 of Senior Notes
Capital Research and Management Company
333 South Hope Street
Los Angeles, CA 90071
* $86,240,000 of First Lien Notes
* $19,050,000 of Second Lien Notes
* $399,694,000 of Senior Notes
Capital Ventures International
c/o Susquehanna Advisors Group, Inc.
401 City Avenue, Suite 220
Bala Cynwyd, PA 19004
* $7,000,000 of Second Lien Notes
* $7,000,000 of Senior Notes
Cross Ocean Partners Management LP
20 Horseneck Lane
Greenwich, CT 06830
* $2,000,000 of Second Lien Notes
* $64,500,000 of Senior Notes
* $7,217,000 of Subsidiary Secured Notes
* $10,936,000 of Subsidiary Unsecured Notes
Davidson Kempner Capital Management LP
520 Madison Avenue 30th Floor
New York, NY 10022
* $314,326,000 of Senior Notes
Elliott Investment Management L.P.
40 West 57th Street
New York, NY 10019
* $977,387 of Term Loans
* $55,500,000 of Second Lien Notes
* $595,715,000 of Senior Notes
Franklin Mutual Advisers, LLC
101 JFK Parkway
Short Hills, NJ 07078
* $46,733,000 of First Lien Notes
* $25,000,000 of Second Lien Notes
* $677,588,000 of Senior Notes
Goldman Sachs & Co. LLC,
200 West Street
New York, NY 10282
* $3,000,000 of First Lien Notes
* $10,000,000 of Second Lien Notes
* $50,000,000 of Senior Notes
* $5,623,000 of Subsidiary Unsecured Notes
Granby Capital Management, LLC
2 Stamford Plaza Suite 1501
281 Tresser Blvd
Stamford, CT 06901
* $45,000,000 of Senior Notes
HG Vora Capital Management, LLC
330 Madison Avenue 20th Floor
New York, NY 10017
* $115,495,194 of Term Loans
* $625,836,000 of Senior Notes
Invesco Advisers, Inc.
1555 Peachtree St. NE
Atlanta, GA 30309
* $39,762,000 of Senior Notes
Makuria Investment Management (UK) LLP
The Adelphi
1-11 John Adam Street
London, WC2N 6HT
United Kingdom
* $8,000,000 of Second Lien Notes
* $43,900,000 of Senior Notes
Moore Capital Management, LP
11 Times Square
New York, NY 10036
* $16,000,000 of Senior Notes
* $1,277,000 of Subsidiary Unsecured Notes
Morgan Stanley and Co., LLC
1585 Broadway
New York, NY 10036
* $3,408,000 of Second Lien Notes
* $30,050,402 of Senior Notes
Nomura Corporate Research and Asset Management Inc.
309 West 49th Street New York, NY 10019
* $19,975,000 of First Lien Notes
* $10,429,000 of Second Lien Notes
* $149,019,000 of Senior Notes
Oak Hill Advisors, L.P.
1114 Avenue of the Americas 27th Floor
New York, NY 10036
* $126,500,000 of Senior Notes
Pictet Asset Management Limited
Moor House, Level 11
120 London Wall
London EC2Y 5ET
United Kingdom
* $3,000,000 of Second Lien Notes
* $9,500,000 of Senior Notes
Quantum Partners LP
c/o Walkers Corporate Limited
Cayman Corporate Centre
27 Hospital Road
George Town, Grand Cayman
KY1-9008
Cayman Islands
* $9,910,714 of Term Loans
* $24,000,000 of Senior Notes
* $10,000,000 of Subsidiary Unsecured Notes
Redwood Capital Management, LLC
*
910 Sylvan Avenue
Englewood Cliffs, NJ 07632
* $9,160,000 of Second Lien Notes
* $145,750,000 of Senior Notes
Silver Point Capital, L.P.
2 Greenwich Plaza
First Floor Greenwich, CT 06830
* $480,499,000 of Senior Notes
Solus Alternative Asset Management LP
410 Park Avenue 11th Floor
New York, NY 10022
* $7,200,000 of Term Loans
* $33,400,000 of Second Lien Notes
* $20,350,000 of Senior Notes
Victory Capital Management
15935 La Cantera Parkway 2nd Floor
San Antonio, TX 78256
* $4,000,000 of Second Lien Notes
* $19,000,000 of Senior Notes
Counsel to the Ad Hoc Senior Notes Group can be reached at:
Ira S. Dizengoff, Esq.
Philip C. Dublin, Esq.
Naomi Moss, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park
New York, NY 10036
Tel: (212) 872-1000
Fax: (212) 872-1002
Email: idizengoff@akingump.com
pdublin@akingump.com
nmoss@akingump.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/ud7jwX
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) offers a variety
of services to residential and business customers over its
fiber-optic and copper networks in 29 states, including video,
high-speed internet, advanced voice, and Frontier Secure digital
protection solutions.
Frontier Communications Corporation and 103 related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on
April 14, 2020, to seek approval of a plan that would cut debt by
$10 billion. Frontier announced it had entered into a Restructuring
Support Agreement (RSA) with bondholders representing more than 75%
of its $11 billion outstanding unsecured bonds.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore
as financial advisor; and FTI Consulting, Inc., as restructuring
advisor. Prime Clerk is the claims agent, maintaining the page
http://www.frontierrestructuring.com/and
https://cases.primeclerk.com/ftr.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases.
FRONTIER COMMUNICATIONS: Milbank Represents Frontier Noteholders
----------------------------------------------------------------
In the Chapter 11 cases of Frontier Communications Corporation, et
al., the law firm of Milbank LLP submitted a verified statement
under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to
disclose that it is representing the Ad Hoc Committee.
Prior to the commencement of these chapter 11 cases, the Ad Hoc
Committee retained Milbank as counsel with respect to the Senior
Notes. From time to time thereafter, certain holders of Senior
Notes have joined or resigned from the Ad Hoc Committee.
Milbank represents the Ad Hoc Committee and does not represent or
purport to represent any entities other than the Ad Hoc Committee
in connection with the Debtors' chapter 11 cases. In addition,
neither the Ad Hoc Committee nor any member of the Ad Hoc Committee
represents or purports to represent any other entities in
connection with the Debtors' chapter 11 cases.
As of May 21, 2019, members of the Ad Hoc Committee and their
disclosable economic interests are:
Aegon USA Investment Management, LLC
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* First Lien Notes: $275,000.00
* Second Lien Notes: $10,517,000.00
* Senior Notes: $109,316,000.00
* Frontier Florida Notes: $246,000.00
* Frontier Southwest Notes: $3,875,000.00
Anchorage Capital Group, L.L.C.
610 Broadway, 6th Floor
New York, NY 10012
* Senior Notes: $346,720,000.00
Apollo Capital Management, L.P.
9 West 57th St., 37th Floor
New York, NY 10019
* Revolving Credit Facility Obligations: $30,000,000.00
* Term Loan Facility Obligations: $157,660,791.00
* First Lien Notes: $162,288,000.00
* Senior Notes: $448,299,000.00
Ares Management LLC
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
* Term Loan Facility Obligations: $4,508,483.00
* Second Lien Notes: $12,074,000.00
* Senior Notes: $285,344,000.00
Beach Point Capital Management LP
c/o Beach Point Management LP
1620 26th Street, Suite 6000N
Santa Monica, CA 90404
* Term Loan Facility Obligations: $25,773,308.52
* Second Lien Notes: $119,197,000.00
* Senior Notes: $213,763,000.00
Brigade Capital Management, LP
399 Park Avenue, 16th Floor
New York, NY 10022
* Senior Notes: $129,631,000.00
Cerberus Capital Management II, L.P.
c/o Cerberus Capital Management, L.P.
875 3rd Avenue, 10th Floor
New York, NY 10022
* Second Lien Notes: $56,600,000.00
* Senior Notes: $451,588,000.00
Cladrius Partners LLC
55West 46th Street, 28th Floor
New York, NY 10036
* Senior Notes: $3,000,000.00
Diameter Capital Partners LP
24 West 40th Street, 5th Floor
New York, NY 10018
* Senior Notes: $229,246,000.00
* Frontier California Notes: $30,985,000.00
* Frontier Florida Notes: $23,334,000.00
* Frontier Southwest Notes: $11,783,000.00
Empyrean Capital Partners, LP
10250 Constellation Blvd., Suite 2950
Los Angeles, CA 90067
* First Lien Notes: $12,000,000.00
* Second Lien Notes: $102,500,000.00
* Senior Notes: $177,812,000.00
FIL Investments International
4 Cannon Street
London, EC4M 5AB England
* Senior Notes: $12,085,000.00
Glendon Capital Management L.P.
2425 Olympic Blvd., Suite 500E
Santa Monica, CA 90404
* Senior Notes: $458,423,000.00
GoldenTree Asset Management LP
300 Park Avenue, 20th Floor
New York, NY 10022
* Term Loan Facility Obligations: $57,138,935.38
* First Lien Notes: $11,992,000.00
* Second Lien Notes: $168,543,000.00
* Senior Notes: $743,511,000.00
* Frontier California Notes: $4,004,000.00
* Frontier Florida Notes: $88,580,000.00
* Frontier North Notes: $98,912,000.00
* Frontier Southwest Notes: $22,556,000.00
HPS Investment Partners, LLC
40 West 57th Street, 33rd Floor
New York, NY 10019
* Second Lien Notes: $4,505,000.00
* Senior Notes: $6,820,000.00
MCS Ventures LLC
1055 Thomas Jefferson St., NW
Suite L-09
Washington, DC 20007
* Senior Notes: $295,000.00
Oaktree Capital Management, L.P.
333 South Grand Ave., 28th Floor
Los Angeles, CA 90071
* Term Loan Facility Obligations: $39,241,665.36
* First Lien Notes: $77,946,000.00
* Second Lien Notes: $41,575,000.00
* Senior Notes: $273,448,000.00
* Frontier California Notes: $2,415,000.00
* Frontier Florida Notes: $5,000,000.00
Silver Rock Financial LP
12100 Wilshire Blvd., Suite 1000
Los Angeles, CA 90205
* Senior Notes: $80,947,000.00
Southpaw Credit Opportunity Master Fund LP
c/o Southpaw Asset Management LP
2 Greenwich Office Park, 1st Floor
Greenwich, CT 06831
* Senior Notes: $40,650,000.00
Taconic Capital Advisors L.P.
280 Park Avenue, 5th Floor
New York, NY 10017
* Term Loan Facility Obligations: $25,070,468.00
* First Lien Notes: $2,375,000.00
* Second Lien Notes: $12,000,000.00
* Senior Notes: $147,759,000.00
Ivy Investment Management Company
6300 Lamar Avenue
Overland Park, KS 66202
* Second Lien Notes: $88,000,000.00
* Senior Notes: $188,401,000.00
Whitebox Advisors LLC
3033 Excelsior Blvd., Suite 500
Minneapolis, MN 55415
* Term Loan Facility Obligations: $4,961,734.69
* Senior Notes: $93,111,000.00
* Frontier California Notes: $4,931,000.00
* Frontier Florida Notes: $9,196,000.00
* Frontier North Notes: $2,469,000.00
Counsel to the Ad Hoc Committee of Frontier Noteholders can be
reached at:
MILBANK LLP
Dennis F. Dunne, Esq.
Samuel A. Khalil, Esq.
Michael W. Price, Esq.
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/ei2YX0
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) offers a variety
of services to residential and business customers over its
fiber-optic and copper networks in 29 states, including video,
high-speed internet, advanced voice, and Frontier Secure digital
protection solutions.
Frontier Communications Corporation and 103 related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on
April 14, 2020, to seek approval of a plan that would cut debt by
$10 billion. Frontier announced it had entered into a Restructuring
Support Agreement (RSA) with bondholders representing more than 75%
of its $11 billion outstanding unsecured bonds.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore
as financial advisor; and FTI Consulting, Inc., as restructuring
advisor. Prime Clerk is the claims agent, maintaining the page
http://www.frontierrestructuring.com/and
https://cases.primeclerk.com/ftr.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases.
FRUTTA BOWLS: Trustee Hires Sharer Petree as Accountant
-------------------------------------------------------
Andrea Dobin, the Chapter 11 Trustee of Frutta Bowls Franchising,
LLC, seeks authority from the U.S. Bankruptcy Court for the
District of Jersey to employ Sharer Petree Brotz & Snyder, as
accountant to the Trustee.
Frutta Bowls requires Sharer Petree to:
-- review the financial affairs of the Debtor
-- assist in litigation support if necessary; and
-- provide any related services required by the Trustee.
Sharer Petree will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
To the best of the Trustee's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Sharer Petree can be reached at:
Sharer Petree Brotz & Snyder
1103 Laurel Oak Rd., Suite 105B
Voorhees Township, NJ 08043
Tel: (856) 435-3200
About Frutta Bowls Franchising
Frutta Bowls Franchising is a fast-casual franchise committed to
becoming an active lifestyle brand within every local community.
Frutta Bowls filed a voluntary Chapter 11 petition (Bankr. D.N.J.
Case No. 19-13230) on Feb. 15, 2019, listing under $1 million in
both assets and liabilities.
The case is assigned to Judge Michael B. Kaplan.
Spadea Lignana is the Debtor's counsel.
A committee of unsecured creditors was appointed in the Debtor's
case. Porzio, Bromberg & Newman, P.C., is the committee's counsel.
FURIE OPERATING: June 11 Plan Confirmation Hearing Set
------------------------------------------------------
The hearing to consider confirmation of the Plan filed by Furie
Operating Alaska, LLC, et al., will commence on June 11, 2020, at
11:00 a.m. (prevailing Eastern Time), before the Honorable Laurie
S. Silverstein, United States Bankruptcy Judge, in the United
States Bankruptcy Court for the District of Delaware, 824 North
Market Street, 6th Floor, Courtroom No. 2, Wilmington, Delaware
19801.
In accordance with Sections 1122 and 1123 of the Bankruptcy Code,
the Plan classifies holders of claims into various Classes for all
purposes, including with respect to voting on the Plan, as
follows:
Class Claim/Interest Status Recovery
-------------------- ------ --------
1 Other Priority Claims Unimpaired 100%
2 Other Secured Claims Unimpaired 100%
3 Prepetition Tax
Credit Claims Impaired 79.8%
4 Prepetition Term Loan
Claims Impaired 5.0%
5 General Unsecured
Claims Impaired 0%
8 Interests in Cornucopia
and Corsair Impaired 0%
The deadline for voting on the Plan and objections the Plan is June
5, 2020.
Counsel for the Debtors:
Timothy W. Walsh
Riley T. Orloff
MCDERMOTT WILL & EMERY LLP
340 Madison Avenue
New York, NY 10173-1922
E-mail: twwalsh@mwe.com
rorloff@mwe.com
Matthew P. Ward
Ericka F. Johnson
WOMBLE BOND DICKINSON (US) LLP
1313 North Market Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 252-4320
Facsimile: (302) 252-4330
E-mail: matthew.ward@wbd-us.com
ericka.johnson@wbd-us.com
About Furie Operating Alaska
Headquartered in Anchorage Alaska, Furie Operating Alaska LLC and
its affiliates operate as independent energy companies primarily
focused on the acquisition, exploration, production, and
development of offshore oil and gas properties in the State of
Alaska's Cook Inlet region. They hold a majority working nterest in
35 competitive oil and gas leases in the Cook Inlet. Additionally,
they wholly own and operate an offshore production platform in the
middle of the Cook Inlet to extract natural gas under the oil and
gas leases.
Furie Operating Alaska and its affiliates, Cornucopia Oil & Gas
Company LLC, and Corsair Oil & Gas LLC, filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 19-11781 to 19-11783) on Aug. 9, 2019. In the petitions
signed by Scott M. Pinsonnault, interim COO, the Debtors were
estimated to have $10 million to $50 million in assets and $100
million to $500 million in liabilities.
The Debtors tapped Womble Bond Dickinson (US) LLP and McDermott
Will & Emery LLP as legal counsel; Seaport Global Securities LLC as
investment banker; and Ankura Consulting Group as financial
advisor. Prime Clerk LLC is the claims and noticing agent, and
administrative advisor.
GDS TRANSPORT: Hires James & Haughland as Attorney
--------------------------------------------------
GDS Transport, LLC, seeks authority from the United States
Bankruptcy Court for the Northern District of Texas to hire James &
Haughland P.C. as its attorneys.
The Debtor requires James & Haughland to:
(a) analyze the Debtor's financial situation, and render
advice to the Debtor in determining whether to file a petition in
bankruptcy;
(b) prepare and file the Voluntary Chapter 11 Petition,
Schedules, Statement of Financial Affairs, Plan of Reorganization
and Disclosure Statement, as required;
(c) represent the Debtor at the meeting of creditors and
confirmation hearing, and any adjourned hearings, thereof;
(d) represent the Debtor in adversary proceedings and other
contested bankruptcy matters;
(e) give the Debtor legal advice with respect to powers and
duties as a Debtor-in-Possession;
(f) prepare on behalf of the Debtor, as a Debtor-in-Possession,
the necessary applications, answers, orders, reports and other
papers;
(g) help the Debtor with any necessary documents for the
obtaining of post-petition credits, offsets, etc.; and
(h) perform all of the legal services for the Debtor as a
Debtor-in-Possession, which may be necessary.
James & Haughland will be paid at these hourly rates:
Corey W. Haughland $300
Wiley F. James, III $300
Paralegals $95
James & Haughland will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The Debtor paid James & Haughland the sum of $11,700 as retainer.
Corey W. Haughland, shareholder of James & Haughland, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
James & Haughland can be reached at:
Corey W. Haughland, Esq.
JAMES & HAUGHLAND, P.C.
609 Montana Avenue
El Paso, TX 79902
Tel: (915) 532-3911
Fax: (915) 541-6440
E-mail: chaughland@jghpc.com
About GDS Transport, LLC
GDS Transport -- https://logisticorpgroup.com -- is part of
Logisticorp Group -- a full-service logistics, transportation,
supply chain and fleet services company servicing customers
globally. It serves as an end-to-end deployment partner delivering
core supply chain services and warehouse management services.
GDS Transport, LLC, filed its voluntary petition under Chapter 11
of the Bankruptcy Court (Bankr. N.D. Tex. Case No. 20-41765) on May
15, 2020. In the petition signed by Thomas Thacker, president, the
Debtor estimated $4,685,801 in assets and $3,837,395 in
liabilities. Corey W. Haugland, Esq. at James & Haughland P.C.
represents the Debtor as counsel.
GENOCEA BIOSCIENCES: All 6 Proposals Approved at Annual Meeting
---------------------------------------------------------------
Genocea Biosciences, Inc., held its annual meeting of stockholders
on June 1, 2020, at which the stockholders:
(1) elected William Clark, Ronald Cooper, and George Siber
as Class III directors, each for a three-year term;
(ii) approved an amendment to the Company's restated certificate
of incorporation to increase the total number of shares of
common stock that the Company is authorized to issue from
85,000,000 shares to 170,000,000 shares;
(iii) approved an amendment to the Company's Amended and Restated
Equity Incentive Plan to increase the number of shares
reserved for issuance by 2,800,000 shares, to increase the
individual non-employee director share limit and to remove
the individual other participant limits contained in the
plan;
(iv) approved, on a non-binding, advisory basis, the
compensation paid to the Company's named executive
officers;
(v) approved, on a non-binding, advisory basis, the frequency
of one year for holding future advisory votes on
compensation paid to named executive officers.
(vi) ratified the appointment of Ernst & Young LLP as the
independent registered public accounting firm for the
Company for the fiscal year ending Dec. 31, 2020.
About Genocea Biosciences
Headquartered in Cambridge, Massachusetts, Genocea --
http://www.genocea.com/-- is a biopharmaceutical company
developing personalized cancer immunotherapies. The Company uses
its proprietary discovery platform, ATLAS, to profile CD4+ and
CD8+T cell (or cellular) immune responses to tumor antigens.
Genocea reported a net loss of $38.95 million for the year ended
Dec. 31, 2019, compared to a net loss of $27.81 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$45.19 million in total assets, $32.18 million in total
liabilities, and $13.01 million in total stockholders' equity.
Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor
since 2009, issued a "going concern" qualification in its report
dated Feb. 13, 2020 citing that the Company has suffered recurring
losses from operations, has a working capital deficiency, and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
GG/MG INC: Gets Interim OK to Hire Goldstein & Pressman as Counsel
------------------------------------------------------------------
GG/MG, Inc. received interim approval from the U.S. Bankruptcy
Court for the Eastern District of Missouri to employ Goldstein &
Pressman, P.C. as its legal counsel.
The firm's services will include:
(a) assisting Debtor in the administration of its Chapter 11
case;
(b) assisting Debtor in the operation of its business;
(c) assisting Debtor in the formulation, approval and
implementation of a Chapter 11 plan; and
(d) advising Debtor of its duties and powers under the
Bankruptcy Code.
The hourly rates for the firm's attorneys who are designated to
perform services to Debtor are as follows:
Steven Goldstein $345
Norman W. Pressman $325
Robert A. Breidenbach $225
Goldstein & Pressman received a pre-bankruptcy advance deposit of
$21,717 from Debtor, of which $1,717 was used to pay the filing
fee. The balance of $20,000 is being held as an advance deposit for
post-petition services.
Robert Breidenbach, Esq., at Goldstein & Pressman, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert A. Breidenbach, Esq.
Goldstein & Pressman, P.C.
7777 Bonhomme Ave., Suite 1910
Clayton, MO 63105
Telephone: (314) 727-1717
Facsimile: (314) 727-1447
Email: rab@goldsteinpressman.com
About GG/MG Inc.
GG/MG, Inc. is a landfill compactor in Herculaneum, Mo. It
conducts business under the name Landfill Equipment Sales, Service
& Parts. Visit http://www.landfill-equip.comfor more
information.
GG/MG sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Mo. Case No. 20-42506) on May 12, 2020. The petition
was signed by GG/MG President Danielle. At the time of the filing,
Debtor had estimated assets of less than $50,000 and liabilities of
between $1 million and $10 million.
Judge Kathy A. Surratt-States oversees the case. Goldstein &
Pressman, P.C. is Debtor' legal counsel.
GLOBAL PARTNERS: Moody's Alters Outlook on B1 CFR to Negative
-------------------------------------------------------------
Moody's Investors Service affirmed Global Partners LP's Corporate
Family Rating at B1, Probability of Default Rating at B1-PD and
senior unsecured notes ratings at B2. GLP's Speculative Grade
Liquidity rating remains unchanged at SGL-3. The outlook was
changed to negative from stable.
"The change in GLP's outlook to negative reflects its expectation
that credit metrics will weaken because of decreased volumes in
2020," said Jonathan Teitel, a Moody's Assistant Vice President and
Analyst. "The outlook considers uncertainties about timing and
scope of recovery in gasoline demand but is moderated by steps
taken by GLP to improve financial flexibility."
Affirmations:
Issuer: Global Partners LP
Probability of Default Rating, Affirmed B1-PD
Corporate Family Rating, Affirmed B1
Senior Unsecured Notes, Affirmed B2 (LGD5)
Outlook Actions:
Issuer: Global Partners LP
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
GLP's B1 CFR reflects the company's long operating history and
strong market presence in the northeastern US offset by the risks
inherent in the master limited partnership business model. As a
result of weakened demand for gasoline because of less driving
activity, Moody's expects reduced fuel volumes and lower
convenience store revenue in 2020, particularly in the near-term.
While there are signs decline in demand may have bottomed out with
motor gasoline volumes trending higher, there is still a high level
of uncertainty in the current operating environment which heightens
risks in the context of a leveraged balance sheet. In response to
market conditions, GLP has reduced its spending plans for 2020.
Further, GLP has reduced its quarterly cash distribution to common
unitholders by 25% effective with the payment in May 2020. GLP has
preferred units for which the most recent distribution was
unchanged.
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 energy sector
has been affected by the shock given its sensitivity to demand and
commodity prices. More specifically, the weaknesses in GLP's credit
profile have left it vulnerable to shifts in market sentiment in
these unprecedented operating conditions and GLP remains vulnerable
to the outbreak continuing to spread. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
The change in GLP's outlook to negative reflects the risk to GLP's
credit quality of the demand shock to its operations.
The negative outlook reflects Moody's expectation that GLP's
leverage will rise in 2020 while considering uncertainties about
timing and scope of future recovery.
The SGL-3 rating reflects Moody's expectation that GLP will
maintain adequate liquidity into early 2021. GLP amended its credit
facilities in May 2020 to provide increased room under financial
covenants through the first half of 2021. The amendment also
reduced lender commitments to $770 million for the working capital
facility (down from $850 million) and $400 million for the revolver
(down from $450 million). The credit facilities expire in April
2022. The working capital facility is governed by a borrowing base.
As of March 31, 2020, GLP had $209 million drawn on its working
capital facility, $243 million drawn on its revolver, and $42
million in letters of credit outstanding. In late March 2020, GLP
borrowed $50 million on its revolver and at the end of March, it
had $54 million of cash on its balance sheet.
GLP's $300 million of senior unsecured notes due 2023 and $400
million of senior unsecured notes due 2027 are rated B2, one notch
below the CFR. Moody's views the B2 rating as more appropriate than
the rating suggested by its loss given default framework. The notes
are effectively subordinated to the secured credit facilities, that
benefit from security pledge over GLP's assets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a downgrade include debt/EBITDA
approaching 6x, distribution coverage below 1.2x or margin
compression.
Factors that could lead to an upgrade include debt/EBITDA sustained
below 4x while growing the business and maintaining consistent
operating performance.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
GLP, headquartered in Waltham, Massachusetts, is a publicly-traded
master limited partnership. GLP operates an integrated refined
products distribution system through its terminal network,
wholesale operations and retail gasoline stations. Global GP LLC,
controlled by the Slifka family, is GLP's general partner. As of
March 31, 2020, affiliates of the general partner owned about 22%
of the GLP limited partner interests.
H-FOOD HOLDINGS: S&P Affirms 'B-' ICR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
U.S.-based H-Food Holdings LLC (operating as Hearthside Foods
Solutions LLC) because it still expects its leverage to remain near
8x over the next 12 months, which is in line with its benchmark for
the current rating. However, S&P now expects the company to
generate negative free operating cash flow (FOCF) for 2020 due to
its increased capex.
S&P said, "At the same time, we are assigning our 'B-' issue-level
rating and '3' recovery rating to the proposed $100 million
incremental term loan due 2025."
"Concurrently, we are lowering our issue-level rating on the
company's existing first-lien term loans to 'B-' from 'B' and are
revising our recovery rating to '3' from '2'. The lower rating
reflects the increase in the company's amount of first-lien debt
following the proposed transaction. We are affirming our 'CCC'
issue-level rating on the company's unsecured notes and '6'
recovery rating."
"The affirmation reflects our expectation that the company's
leverage will be near 8x, close to our previous forecast for the
7x-8x range, over the next 12 months. In addition, we expect it to
generate positive FOCF in 2021. H-Food's leverage has remained
elevated above 8x since its acquisition of Greencore in November
2018, which doubled its size. We expect the company's leverage to
be just above 8x (up from our previous expectation for the 7x-8x
range) in 2020 because it has realized the majority of the $30
million of targeted synergies from Greencore and other acquisitions
but faced margin pressures primarily in its bar business." The
proposed $100 million incremental term loan, which H-Food intends
to use to repay its outstanding $97 million revolver balance, does
not materially delay our previously forecast leverage reduction.
The company drew a total of $160 million on its $225 million
revolving credit facility in the early stages of the pandemic to
bolster its liquidity in case it lost access to the capital
markets. To date, H-Food has been able to repay $90 million of its
outstanding borrowings as the capital markets remain open for
high-yield issuers."
H-Food plans to spend $190 million on total capex in 2020 (up from
$97 million in 2019), which will cause its FOCF generation to turn
negative for another year (it has generated negative FOCF since it
acquired Greencore in November 2018).
S&P said, "We acknowledge the execution risk inherent in such a
high level of investment, though we expect the projects to generate
material revenue and EBITDA upon completion. The company is
embarking on new growth projects in 2020 that involve adding lines
and packaging capabilities to several of its manufacturing
facilities and opening a new one, which will expand its network to
40 facilities from 39 currently. H-Food intends to use the
increased capacity to produce a number of different products for
several of its existing customers as well as some new ones. Given
the substantial upfront investment costs, we believe the company
faces some execution risk if the projects are delayed or it is
unable to fill the increased capacity, which could lead to weak
overhead absorption and reduce its profitability. To avoid this,
the company executed medium- and long-term contracts with its
customers that include minimum volume commitments. We believe
H-Food is on track to complete these projects in 2020 and note that
it has not encountered any issues with securing labor or supplies
during the pandemic. We understand that the company's contracts
also protect its upfront costs if there are delays or changes in
the projects."
S&P said, "H-Food is funding all of the capital costs of the
projects, which we expect will cause it to generate negative FOCF
for the year before returning to positive FOCF generation in 2021.
Management expects the projects to generate over $40 million of
incremental annualized EBITDA, the majority of which it expects to
realize in 2021. The company has not generated positive FOCF since
acquiring Greencore in 2018, mainly due to its high capex
investments to fuel productivity savings that it expects will lead
to higher future EBITDA and margin pressure in its bar business.
H-Food currently estimates future productivity savings of about $40
million over the next 12 months. However, we note that this
estimate could vary if the company shifts or changes the projects.
The company has achieved the majority of the $30 million of
synergies it targeted from the Greencore and other acquisitions it
completed in 2019. We had previously expected the company to
generate positive FOCF of near $100 million in 2020 under
normalized capex expectations of roughly $80 million-$90 million
and a higher assumed level of EBITDA growth and of productivity
savings."
COVID-19 related pantry loading and widespread stay-at-home orders
have increased the demand for the products H-Food manufactures.
H-Food co-manufactures products for large packaged food companies,
which have seen a significant increase in their demand since the
widespread implementation of stay-at-home orders in the U.S. As
consumers loaded their pantries with shelf-stable products, food
manufacturers have exhausted all of their capacity, including that
of their co-manufacturers, to meet the elevated demand. H-Food has
benefited from this trend because it produces cookies and crackers
for major food companies. However, the fresh sandwich business in
its foodservice and convenience channel has seen declining demand
due to the reduction in foot traffic, though this segment
represents less than 10% of the company's total business. The
company has also mitigated the negative impact by right-sizing its
cost structure for this business during the pandemic.
S&P said, "We expect H-Food's financial policies to remain
aggressive and anticipate that it will manage its leverage above 7x
under its equity sponsor owners Charlesbank Capital Partners and
Partners Group. We expect the company to continue to acquire new
capacity and enter new categories with its existing customers to
further entrench its relationships. We also expect that H-Food will
continue to use a combination of debt and new equity from its
owners to execute its acquisitive growth strategy, given the
fragmented nature of its industry, leading it to sustain leverage
of more than 7x. However, we expect the company to abstain from
mergers and acquisitions (M&A) until it completes its existing
capex projects. Although not a current- to medium-term risk for
H-Food, we note that Charlesbank has a track record of taking
dividends from its portfolio companies. The credit agreement for
the company's term loan is covenant-lite though it must comply with
a springing first-lien net leverage covenant on the revolver.
H-Food can take on incremental debt up to the closing leverage
levels (over 9x on an S&P-adjusted basis)."
"The stable outlook reflects our expectation that H-Food will
modestly reduce its leverage and generate positive FOCF in 2021 as
its capex spending normalizes.
"We could lower our ratings on H-Food if its operating performance
deteriorates such that we view its long-term capital structure as
unsustainable. This could occur if the company experiences delays
in completing its large capex projects and realizing the related
profits. Delays due to the pandemic or increased costs to secure
labor could also lead to higher leverage and reduce the company's
profitability and cash flow. Increasingly aggressive financial
policies--such as engaging in debt-financed dividends or
acquisitions in the near- to medium-term--could also hamper the
long-term sustainability of the company's capital structure."
"While unlikely during the next year, we could raise our ratings on
H-Food if it improves its EBITDA beyond our expectations by
successfully completing its 2020 capex projects, adding incremental
EBITDA, and realizing additional synergies from acquisitions and
management's cost-saving initiatives such that it reduces its
leverage below 7x. The company would have to adopt a financial
policy consistent with maintaining leverage below that level and
generate positive FOCF before we would raise our ratings."
HALS REALTY: Seeks to Hire Lawrence Bernstein as Accountant
-----------------------------------------------------------
Hals Realty Associates Limited Partnership seeks authority from the
US Bankruptcy Court for the Southern District of Florida to employ
Lawrence Bernstein & Company as its accountants.
Hals Realty requires the accountants to:
a. prepare required Federal tax returns with supporting
schedules;
b. assist Debtor in preparation of a Plan, Disclosure
Statement and other work appropriate to this Chapter 11
proceeding; and
c. prepare monthly debtor in possession reports.
The firm's standard hourly rates are:
Partner $450
Senior Staff $275
Bookkeeping $165
Paraprofessionals $95
The accountants requested a post-petition retainer of $15,000.
The accountants does not hold any interest adverse to the Debtor or
its estate, according to court filings.
The firm can be reached through:
Larry Bernstein, CPA
Lawrence Bernstein & Company
1580 Ocean Avenue
Brooklyn, NY 11230
Tel: (718) 252-7150
E-mail: lbernstein@lbandcompany.com
About Hals Realty Associates
Hals Realty Associates Limited Partnership sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-13103) on March 5, 2020. At the time of the filing, Debtor had
estimated assets of between $1 million and $10 million and
liabilities of between $10,000,001 and $50 million. Judge Mindy A.
Mora oversees the case. Furr and Cohen, P.A. is Debtor's legal
counsel.
HAMILTON PROJECTS: Moody's Rates $900MM Secured Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Hamilton Projects
Acquiror, LLC's $900 million, seven-year senior secured term loan
and $115 million, five-year senior secured revolving credit
facility. The rating outlook is stable.
The financing represents the acquisition and recapitalization of
the 829 MW Liberty Energy Center and the 842 MW Patriot Energy
Center combined cycle gas fired plants. Debt proceeds and
approximately $671 million of equity comprising of new cash equity
and conversion of pre-existing mezzanine debt are expected to pay
for the acquisition including repayment of existing senior secured
debt, fund reserves, and cover transaction expenses. The revolving
credit facility will separately back a 6-month debt service reserve
and provide general liquidity.
RATINGS RATIONALE
HPA'S B1 rating is supported by the strong competitive position of
the two plants in PJM, known capacity prices through May 2022, and
typical project finance 'B' loan protections. High efficiency,
attractively priced fuel from the Marcellus shale, and low fuel
transportation costs support the projects' competitive position.
Further supporting the credit quality are existing long-term
service agreements with Siemens, some diversification as a
two-asset portfolio, and the involvement of Carlyle and Cogentrix
as the new sponsor and operator, respectively. On the latter, both
Carlyle and Cogentrix are highly experienced in the power sector
and are expected to deliver operational and commercial improvements
at HPA.
The rating also considers the full exposure to energy price risk,
the history of operational issues at both projects, and uncertain
capacity prices post May 2022. Merchant market risk represents the
greatest risk driver for the borrower especially given the recent
and substantial deterioration to macro-economic conditions. Under a
conservative Moody's Case, Moody's expects average debt service
coverage ratio of around 1.58x and average Project CFO to Debt
around 5.7% from 2021 to 2023 according to Moody's standard
calculations. Additionally, financial metrics through 2021 are well
below the three-year average, which is partially mitigated by the
HPA's excess liquidity above the typical 6-month debt service
reserve. The rating assessment also considers likely refinancing
risk with around 60% of the debt outstanding under Moody's Case.
DETAILED RATING CONSIDERATIONS
Competitive projects with high exposure to merchant cash flow
volatility
Overall competitive position of the assets is strong as Liberty and
Patriot are very efficient combined cycle plants in PJM. The plants
use the newer H-class gas turbine technology and benefit from their
proximity to the Marcellus natural gas shale formation that
provides both lower cost natural gas and allows for low fixed fuel
transportation costs. Lastly, both projects are in the MAAC region
of the PJM capacity market that has enjoyed periods of premium
pricing relative to PJM's RTO pricing. That said, the issuer's
ability to fully benefit from its competitive strength has been
diminished by transmission congestion. Transmission upgrades
completed on May 15 for Liberty or expected to be completed in June
2020 for Patriot should improve the projects' realized power
pricing.
While the projects are competitively positioned, they are highly
exposed to merchant price exposure to both power and fuel costs
that together represent the largest driver of cash flow volatility
for the borrower. Realized energy margins by both projects have
been extremely volatile over the last four years. Prospectively,
forward implied energy margins remain subdued for 2020 in part due
to the recent COVID-19 related economic downturn. Positively,
forward pricings are higher in 2021 versus 2020 as Moody's also
expects some factors such as transmission line outages that have
negatively affected financial performance will abate starting in
the second half of 2020.
In addition to energy, HPA receives capacity revenue from PJM for
the MAAC region. While the most recent auction cleared at
$140/MW-day for the 2021/2022 period, the next auction faces
greater uncertainty given PJM's auction assumptions and the recent
FERC ruling on subsidized resources. Ultimately, the capacity price
is market driven and thus uncertain. Furthermore, the timing of the
next capacity auction is also uncertain given numerous appeals of
FERC's ruling regarding subsidized resources.
Strong LTSA and new operator's experience partially mitigates
historical operational issues
The Liberty and Patriot plants are substantially similar and
utilize the same equipment including the Siemens SGT6-8000H
turbines. While the plants are fairly new, both projects have
exhibited operational challenges although Moody's understands the
plants have mostly resolved the problems leading to improved
reliability and operational performance.
Furthermore, both plants benefit from LTSAs with Siemens that cover
major maintenance events and provide contractual protections.
Additionally, Moody's expects additional operational improvements
since Cogentrix, a highly experienced operator, will provide O&M
and energy management services once the acquisition closes.
Experienced Sponsors
Carlyle and EIG are joint sponsors of the borrower and both have
substantial experience in the power, energy, and infrastructure
sector. Since December 2012, Carlyle has acquired 42 power plants
totaling 10.2 GW and currently owns 24 plants totaling 7.8 GW.
Carlyle also owns Cogentrix that provides in-house O&M and energy
management services. Carlyle and its affiliates' new roles are
credit positive factors for both power plants and should result in
improved operating and financial performance over time all else
equal. EIG is also a major investor in the sector and is a
pre-existing investor in both Liberty and Patriot.
Mid 'B' category financial metrics under conservative assumptions
Under the management case, HPA forecasts DSCR averaging around
2.87x and Project CFO to debt of 17.1% from 2021 through 2023
according to Moody's standard calculations. Under the management
case, leverage and refinancing risk are also manageable with an
average adjusted debt to EBITDA moderately around 4.0x over the
2021-2023 period while the project has 34% of its original debt
outstanding at maturity. However, under the Moody's Case, the
borrower has weaker financial metrics at around 1.58x DSCR and
Project CFO to debt of around 5.7% during the same period. Leverage
is also substantially higher averaging 7.5x on an adjusted debt to
EBITDA during the first three years leading to around 60% of its
debt outstanding at maturity. The Moody's Case reflects more
conservative assumptions such as significant haircuts to wholesale
energy margins.
Liquidity analysis
The borrower's liquidity consists of a six-month debt service
reserve (DSRA) funded via a letter of credit issued under its $115
million revolving credit facility, a $15 million cash-funded major
maintenance reserve, and a $8.5 million cash-funded transmission
reserve. The latter is expected to be released by July 2020, once
planned transmission system improvements are completed. The
project's expected liquidity serves an important source of credit
support through 2021 since HPA anticipates almost $26 million of
major maintenance and capital spending, which negatively pressures
cash flow during this period.
Structural considerations
The borrower owns both operating projects and its senior secured
debt will benefit from typical project finance 'B' loan type
provisions such as a 1st lien on assets via an upstream guarantee
from each operating project. Additional project finance protections
include a limitation on additional debt & asset sales, 1% minimum
annual amortization, an excess cash sweep consisting of the greater
of 75% of excess cash and a target debt balance, and a minimum 1.1x
DSCR financial covenant.
RATING OUTLOOK
HPA's stable outlook reflect likely considers minimum expected DSCR
average around 1.58x and Project CFO to Debt averaging 5.7% over
the next several years starting in 2021 even under weaker market
conditions. The stable outlook also modest financial performance
through 2021 given heightened major maintenance spending offset by
adequate liquidity during this period.
WHAT COULD CHANGE THE RATING UP/DOWN
What could move the rating up
HPA's rating could be upgraded if it were to enter into long term
energy hedges with minimal basis risk or sustain over an extended
period a DSCR of 2.0x and Project CFO to Debt of 10%.
What could move the rating down
The issuer's rating could be downgraded if DSCR drops below 1.5x,
Project CFO to Debt drops below 5%, or adjusted debt to EBITDA
increases to above 9x on a sustained basis.
CORPORATE PROFILE
Hamilton Projects Acquiror, LLC is expected to own two combined
cycle gas fired plants located in Pennsylvania consisting of the
829 MW Liberty and 842 MW Patriot plants. Both projects reached
commercial operations in 2016 and utilize Siemens SGT6 8000H
turbines. The borrower is fully merchant sell power in PJM and
capacity with PJM's MAAC region.
Carlyle Power Partners II, L.P., a fund managed by the Carlyle
Group, and EIG Management Company LLC jointly own the borrower.
The principal methodology used in these ratings was Power
Generation Projects published in June 2018.
HAMILTON PROJECTS: S&P Assigns Prelim 'BB-' Rating to Term Loan B
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' preliminary rating to
Hamilton Projects Acquiror, LLC's (Hamilton) proposed $900 million
senior secured term loan B. The recovery rating is '1', indicating
its expectation of very high (90%-100%; rounded estimate: 90%)
recovery under a hypothetical payment default scenario.
Hamilton is a two-asset combined-cycle gas turbine power portfolio
with a total of 1,671 megawatts (MW) nameplate capacity based in
northeastern Pennsylvania. The Liberty power project in Bradford
County has a rated capacity of 763 MW (summer) and 829 MW (winter).
Similarly, the Patriot power project in Lycoming County has a rated
capacity of 763 MW (summer) and 842 MW (winter). Liberty and
Patriot, which entered commercial operations in mid-2016, sell the
power produced into Pennsylvania-New Jersey-Maryland
Interconnection's (PJM) Penelec zone and Pennsylvania Power and
Light (PPL) zone, respectively.
Carlyle Power Partners II LP (Carlyle) and EIG Management Co. LLC
(EIG) entered into an agreement to acquire Liberty and Patriot from
Panda Power Funds. The sponsors are recapitalizing the two assets
under Hamilton, a special purpose entity, through infusing new
equity and raising a new $900 million seven-year senior secured
term loan B to refinance the existing debt at Liberty and Patriot
(due in August 2020 and December 2020, respectively), pay
acquisition costs and other transaction-related expenses, and fund
the reserve accounts. The transaction includes an unrated $115
million revolving credit facility for letter of credit (L/C)
issuances and the flexibility of future general corporate needs.
Upon financial close, S&P Global Ratings will withdraw the debt
ratings on Panda Liberty LLC and Panda Patriot LLC.
S&P said, "The stable outlook reflects our expectation of Hamilton
producing a debt service coverage ratio of at least 1.4x in all
years during the 7-year debt tenor. We expect Liberty and Patriot,
under new ownership, to maintain high availability and dispatch at
capacity factors of 70%-80%. Under the current market condition in
PJM, we project realized spark spreads below $10 per MWh over the
next 12 months with some recovery over time to the low-teen range."
HANKEY O'ROURKE: May Continue Cash Use Through June 11 Hearing
--------------------------------------------------------------
Judge Elizabeth Katz of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Hankey O'Rourke Enterprises LLC to use
cash collateral under the same terms and conditions. She also
scheduled a hearing on the company's further use of cash collateral
for June 11, 2020 at 12:00 p.m.
A copy of the Order is available for free at https://is.gd/c58CnS
from PacerMonitor.com.
About Hankey O'Rourke
Hankey O'Rourke Enterprises LLC, a privately held company in Great
Barrington, Mass., filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21,
2019. In the petition signed by Juanita O'Rourke, manager, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. The case is assigned to Judge Elizabeth D.
Katz. Shatz, Schwartz & Fentin, P.C., is the Debtor's counsel.
HEARTS AND HANDS: Unsecureds to be Paid in Full Plus Interest
-------------------------------------------------------------
Hearts and Hands of Care, Inc., submitted a Proposed Plan of
Reorganization and a Disclosure Statement.
Class 2 Navy Federal's allowed secured claim will receive monthly
payments in the amount of $410 until such claim is fully satisfied.
Class 2 is Impaired.
Class 4 West Town Bank's allowed secured claim will be paid its
contractual monthly payment, which includes principal, interest,
taxes, and insurance, in accordance with West Town Bank's
prepetition agreement with the Debtor and Savion. In addition, the
Debtor will pay an additional $3,000 per month to resolve any
outstanding fees or charges assessed by West Town Bank until such
fees and charges are paid in full. Class 4 is Impaired.
Classes 5 to 10 consist of allowed secured claims of FC
Marketplace, Cap Call, ACH Capital, Accel Direct, TCA Global and
SPG Advance. Given the senior priority of the West Town Bank
Security Interest in the Debtor's personal property and the fact
that the asserted West Town Bank Secured Claim, the amount of which
the Debtor does not dispute, far exceeds the value of the Debtor's
personal property, the Debtor proposes to allow the Classes 5 to 10
Claims in the amount of $0 and the holders of the Class 5 to 10
Claims will receive no distributions thereon. Classes 5 to 10 are
all impaired. The Allowed Claims of FC Marketplace, Cap Call, ACH
Capital, Accel Direct, TCA Global and SPG Advance if any, will be
included in Class 11 and treated as a Class 11 Claim.
Class 11 Allowed General Unsecured Claims, impaired, will be paid,
in cash, in full, plus interest calculated at the Federal Judgment
Rate in effect as of the Effective Date, in the following manner:
a. Commencing on July 31, 2020, the Debtor will distribute
$50,000 on a semi-annual basis to Holders of Class 11 Claims, on a
pro rata basis until the earlier of 10 equal semi-annual principal
payments of $50,000, commencing on July 31, 2020, and continuing
semi annually thereafter until the earlier of (i) Jan. 31, 2026 and
(ii) the date upon which all Class 11 Claims have been fully
satisfied.
b. In addition, beginning on Jan. 31, 2021, and continuing
semi-annually on July 31 and January 31 of each year thereafter
until Holders of Class 11 claims are paid in full, the Debtor shall
distribute its Excess Cash on a Pro Rata basis to the Holders of
Class 11 Claim.
The distributions under the Plan will be made from amounts
generated from business operations.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/ycvsfhfa from PacerMonitor.com at
no charge.
Attorneys for the Debtor:
Thomas A. Buford
Christine M. Tobin-Presser
BUSH KORNFELD LLP LAW OFFICES
601 Union St., Suite 5000
Seattle, Washington 98101-2373
Telephone (206) 292-2110
Facsimile (206) 292-2104
About Hearts and Hands of Care
Hearts and Hands of Care, Inc. is a home and community-based waiver
services agency which is certified for and provides waiver-funded
services. HHOC provides both habilitative and non-habilitative
services to support individuals with a variety of disabilities, as
well as their families. The agency provides services to
approximately 212 recipients.
Hearts and Hands of Care sought Chapter 11 protection (Bankr. D.
Alaska Case No. 19-00230) on July 22, 2019. In the petition signed
by CEO Kisha Smaw, the Debtor was estimated to have assets of at
least $50,000 and liabilities at $1 million to $10 million. Judge
Gary Spraker oversees the case. Peyrot and Associates P.C. is the
Debtor's legal counsel.
HILLENBRAND INC: Fitch Affirms IDR at BB+, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of
Hillenbrand, Inc. at 'BB+'. Fitch also affirmed HI's senior
unsecured notes, revolver and term loans at 'BB+'/'RR4'. The Rating
Outlook is Negative. HI had $1.9 billion of debt outstanding as of
March 31, 2020.
KEY RATING DRIVERS
Affirmation: The affirmation takes into account Fitch's expectation
that HI's credit profile will improve to a level consistent with
the 'BB+' rating by fiscal 2022, though the company's results over
the near term will be weaker than previously expected. Organic
sales and margins contracted in the second fiscal quarter below
Fitch's expectations, and the effect of coronavirus is expected to
be felt through the remainder of the year followed by a sales and
margin recovery beginning in fiscal 2021. HI's leverage increased
following HI's November 2019 acquisition of Milacron and has been
exacerbated by the coronavirus-related economic slowdown.
Negative Outlook: The Negative Outlook reflects heightened risk
levels over this period, the potential for challenges in
integrating Milacron given its size and recently weak operating
results, and the risk of an extended downturn in plastic equipment
markets. The ratings could be downgraded if financial results or
leverage are slower to improve than anticipated. The Outlook could
be revised to Stable if HI integrates Milacron effectively and the
business enjoys a sustained recovery over 2021-2022.
Higher Financial Leverage: HI's financial leverage is elevated, and
Fitch projects gross debt/EBITDA in the high-4.0x range at the end
of fiscal 2020 compared with Fitch's prior expectation that
leverage in the high-3.0x range. Fitch expects leverage to improve
to the high-3.0x range in fiscal 2021 and to the high-2.0x range in
fiscal 2022, assuming end markets begin to recover in fiscal 2021,
the company captures synergies from the integration, and dedicates
FCF after dividends of $100 million-$200 million to debt reduction.
HI has a track record of reducing leverage relatively quickly
following acquisitions, and Fitch believes the company will refrain
from additional acquisitions and share repurchases over the medium
term.
Stronger Presence in Plastics: HI acquired Milacron for $1.9
billion including assumed debt, financing the acquisition with a
combination of debt and HI shares. The acquisition of Milacron will
significantly enhance HI's presence in the plastics forming
equipment sector given its strong position in downstream melt
delivery and control systems and injection molding and extrusion
equipment that complement HI's presence in compounding and
extruding machines and material handling equipment. The transaction
should be modestly accretive to margins, and HI expects to generate
cost synergies of $50 million over three years.
Higher Cyclicality: The acquisition increases HI's exposure to the
cyclical plastics industry, which Fitch estimates will represent
63% of HI's sales pro forma for the acquisition, up from 42%, while
reducing the proportion of its sales of caskets, which are
noncyclical but in a gradual secular decline, to 20% from 31%.
Integrating an acquisition of this size could present challenges,
while a downturn in plastic equipment markets could slow the pace
of deleveraging.
Strengths and Concerns: The ratings incorporate HI's positive FCF,
relatively conservative financial strategy notwithstanding the
recent acquisition, and broad customer and geographic base. Rating
concerns include the company's modest scale in certain sectors,
cyclical end markets, operating risks associated with diversifying
into adjacent product markets and geographies, and declining
industry trends at Batesville.
Growth Potential at PEG: The ratings take into account the
cyclicality and long-term growth potential within the Process
Equipment Group. The segment serves a variety of end markets and
has significant and growing exposure to the plastics segment. This
segment has generated healthy growth since 2017, though Fitch
assumes sales growth will turn negative in fiscal 2020.
Declining Trends at Batesville: The Batesville segment serves the
death-care industry and is contending with a long-term secular
decline in the number of burials. The segment is addressing this
market decline by restructuring its business, supporting EBITDA
margins at or near 20% even as revenues decline at a gradual rate.
Margins have been pressured by high fixed costs and customer
incentives, though the segment generates strong FCF that has helped
finance the growth of the PEG.
DERIVATION SUMMARY
HI is a diversified manufacturer that participates in a variety of
end markets, each of which has a different set of competitors. The
Timken Company (BBB-/Negative) and Kennametal Inc. (BBB/Negative)
are other diversified manufacturers. Timken is moderately larger
than HI, pro forma for the acquisition of Milacron, while
Kennametal is smaller, and both generate EBITDA margins that are
broadly in line with HI's industrial operations. HI's financial
leverage is higher than that of Kennametal and Timken, which is
also in a deleveraging mode following acquisitions.
HI's Batesville segment serves the niche death-care market and is
in a long-term secular decline, though it provides an element of
stability to the company's results and a boost to its consolidated
margins. No Country Ceiling, parent-subsidiary or operating
environment aspects impact the rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within its Rating Case for the Issuer
-- The acquisition of Milacron and the sale of Cimcool are
assumed to have taken place as of the beginning of the fiscal
year;
-- The effect of coronavirus is expected to be felt in the final
three quarters of fiscal 2020, when organic sales and margins are
expected to contract materially, followed by a sales and margin
recovery in fiscal 2021;
-- HI's revenues increase by 37% in fiscal 2020 due to the
acquisition of Milacron, offsetting organic sales declines in all
three segments;
-- Sales grow by 2% in fiscal 2021 due to a recovery at Milacron,
and low single-digit declines at the PEG and Batesville;
-- The EBITDA margin narrows by around 200bps in fiscal 2020 and
recovers by 150bps in fiscal 2021, with further improvement beyond
2021 due to expected synergies and operating leverage;
-- FCF after dividends of $100 million-$200 million annually in
fiscal 2020-2021, used primarily for debt reduction;
-- Debt/EBITDA increases to the high-4.0x range at YE 2020, and
then improves to the high-3.0x in fiscal 2021 and the high-2.0x
range in fiscal 2022
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- HI achieves more scale and diversity within its industrial
business offsetting ongoing declines at Batesville;
-- Gross debt/EBITDA and FFO leverage improve to below 2.25x and
3.25x, respectively.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Gross debt/EBITDA and FFO leverage remaining above 2.75x and
3.75x, respectively;
-- FCF margin below 4%-6%;
-- A sustained decline in the EBITDA margin to below 15%;
-- Deterioration in Batesville's revenue and cash flow.
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: Liquidity was adequate at March 31, 2020 and
included $374 million of cash plus $160 million in borrowing
capacity under HI's $900 million revolving credit facility maturing
in August 2024. Liquidity is further supported by projected FCF
after dividends of $100 million-$200 million annually. The nearest
maturity is the $150 million of 5.5% notes due July 2020, which
could be repaid with cash and revolver borrowings.
The company had $1.9 billion of debt outstanding as of March 31,
2020, composed of $538 million drawn on the revolver, $620 million
of senior unsecured notes, $222 million outstanding on a term due
in 2022 and $492 million outstanding on a term loan due in 2024.
All of the debt is senior unsecured and benefits from upstream
guarantees by material domestic subsidiaries.
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).
HILLENBRAND INC: Moody's Cuts Unsec. Rating to Ba1, Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded Hillenbrand, Inc.'s senior
unsecured rating to Ba1 from Baa3. At the same time, Moody's
assigned a Ba1 corporate family rating, a Ba1-PD Probability of
Default rating and a Speculative Grade Liquidity rating of SGL-2.
The outlook was changed to negative from rating under review.
This rating action concludes the review for downgrade initiated on
April 8, 2020.
RATINGS RATIONALE
The ratings reflect the underperformance of Hillenbrand relative to
Moody's expectations following last year's acquisition of Milacron,
along with financial leverage more elevated than expected and which
will take longer to bring down. Additionally, the COVID-driven
recession will weigh on near-to-intermediate term earnings and cash
flow, magnifying the already weak demand environment for Milacron
with weak economic conditions potentially impacting legacy
Hillenbrand's performance.
The Cimcool sale proceeds are expected to pay down debt in the
second half of 2020 but will still be insufficient in reducing
leverage to offset the effects of underperformance and the weak
operating environment. As a result, the de-leveraging process will
extend beyond Moody's originally expected timeframe as Moody's now
expects debt-to-EBITDA near 5x for fiscal 2020, with modest free
cash flow (cash flow from operation fewer capital expenditures less
dividends). For fiscal 2021, leverage is expected to remain above
4x with free cash flow-to-debt strengthening to the high-single
digits.
Hillenbrand's ratings benefit from the largely predictable
Batesville segment (20% of revenues), which is slowly declining but
maintains high margins and low capital expenditure needs that
translate into solid free cash flow. The ratings also reflect the
increasing geographic and end-market diversification and scale that
results from the Process Equipment Group's growth and the addition
of Milacron, a leading manufacturer of plastic technology and
processing equipment.
Nonetheless, managing the shrinking Batesville business is
challenging as the steady decline is due to shifting societal
preferences away from traditional burial practices. Therefore,
Batesville's importance to Hillenbrand's cash flow and
diversification will be waning over time. Equally challenging is
managing the ongoing transformation to a higher growth,
industrial-focused company that is more vulnerable to economic
cycles. Milacron increased Hillenbrand's exposure to the global
plastics industry, which has been experiencing weakness since Q3
2019, to over 60% of total revenues.
The negative outlook reflects the weak operating backdrop,
particularly for Milacron, which will continue to pressure earnings
and cash flow even as economic conditions recover in calendar 2021,
with key credit metrics remaining weak for the rating level. The
outlook also captures the lingering uncertainty as to when and how
quickly Hillenbrand's results can demonstrate steady, measured
improvement. Capitalizing on the opportunities that Milacron
presents will be important to returning credit metrics back to
levels expected at the time of the acquisition (debt-to-EBITDA in
the low-3x and free cash flow-to-debt in the 10% range).
The SGL-2 liquidity rating indicates good liquidity driven by
meaningful revolving credit facility availability and its
expectations for free cash flow to be weaker but remain positive
through fiscal year 2020, rebounding in fiscal year 2021.
Accessible cash on the balance sheet is anticipated to normalize in
the $150 million range after historically averaging around $50
million. The $900 million revolving credit facility expiring in
August 2024 is anticipated to have over $350 of availability.
Moody's notes that none of the company's borrowing agreements
trigger or spring a collateral pledge clause with this downgrade to
a non-investment grade credit rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if margins deteriorate beyond
fiscal 2020 due to increasing weakness at Milacron and/or a lack of
an uptick in demand for key PEG businesses. The inability for free
cash flow to sharply rebound (greater than $100 million) in fiscal
2021 would also pressure ratings. Expectations for debt-to-EBITDA
to remain above 4x with free cash flow-to-debt in the mid-single
digit range into fiscal year 2022 could also result in a downgrade.
There are limited prospects for upward rating activity over the
near-to-intermediate term, but expectations for stronger than
anticipated free cash flow in 2021 for accelerated debt repayment
would be a productive step.
Moody's took the following rating actions on Hillenbrand, Inc.:
- Senior Unsecured Rating downgraded to Ba1 (LGD4) from Baa3
- Corporate Family Rating assigned at Ba1
- Probability of Default Rating assigned at Ba1-PD
- Speculative Grade Liquidity Rating assigned at SGL-2
- Outlook to Negative from Rating Under Review
With plastics representing over 60% of pro forma revenues,
Hillenbrand faces the negative perception from the impacts of
plastic as toxic and an environmental pollutant. Unfavorable
developments (regulations, restrictions, etc.) imposed on the
plastics industry could negatively impact Hillenbrand's results.
Positively, the company's business is less focused on equipment
used in the production of single use plastics that are facing bans
in several countries. In addition, the company is increasing its
focus on innovation in biodegradable plastics and recycling.
From a governance perspective, Moody's expects Hillenbrand's
financial policy to be supportive to reducing balance sheet risk
and restoring financial flexibility. Since the Milacron acquisition
was announced in July 2019, management has curtailed acquisition
and share repurchase activity. The application of Cimcool sale
proceeds for debt reduction in the second half of 2020 further
demonstrates a commitment to de-levering.
Hillenbrand, Inc. is a diversified industrial company consisting of
the Process Equipment Group, Batesville and the recently added
Milacron. The PEG businesses manufacture process and material
handling equipment and systems as well as flow control equipment
for a wide variety of industries. Batesville is a market leader in
the North American death care industry. Milacron is a manufacturer
of equipment and supplies used in plastic technology and
processing. Pro forma revenues, including Milacron, are in the $2.7
billion range.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
IMPRESSIONS IN CONCRETE: Court Conditionally OKs Plan Disclosures
-----------------------------------------------------------------
Judge Jeffrey P. Norman has ordered that the disclosure statement
filed by Impressions In Concrete, Inc., is conditionally approved.
June 17, 2020, is fixed for the hearing on final approval of the
disclosure statement (if a written objection has been timely filed)
and for the hearing on confirmation of the plan. The hearing will
be held at 11:00 a.m. at the United States Courthouse, 515 Rusk
St., Courtroom 403, Houston, Texas.
June 10, 2020, is fixed as the last day for filing written
acceptances or rejections of the plan; and is fixed as the last day
for filing and serving written objections to the disclosure
statement and confirmation of the plan.
About Impressions in Concrete
Impressions in Concrete Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35751) on Oct.
11, 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. The case is assigned to Judge Jeffrey P. Norman.
The Debtor is represented by Russell Van Beustring, Esq., at The
Lane Law Firm, PLLC.
INDUSTRIAL MACHINERY: Has Until June 30 to File Plan & Disclosures
------------------------------------------------------------------
Judge A. Benjamin Goldgar has ordered that the date by which the
Industrial Machinery Sales & Services, Inc., will file a plan and
disclosure statement is extended to June 30, 2020.
The Debtor's counsel:
David P. Lloyd
David P. Lloyd, Ltd.
615B S. LaGrange Rd.
LaGrange IL 60525
Tel: 708-937-1264
Fax: 708-937-1265
About Industrial Machinery Sales
Industrial Machinery Sales & Services, Inc., sells industrial
machinery, primarily as a manufacturer's representative on a
commission basis, and occasionally buys and resells machinery and
equipment, as well.
Industrial Machinery sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 19-31848) on Nov. 8, 2019 in Chicago, Illinois, listing
under $500,000 in assets and under $1,000,000 in liabilities.
Judge Benjamin Goldgar is assigned the case. DAVID P. LLOYD, LTD.,
represents the Debtor.
INFRASTRUCTURE & ENERGY: Fitch Affirms 'B-' IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of
Infrastructure and Energy Alternatives, Inc. and IEA Energy
Services LLC each at 'B-'. Fitch has also affirmed the long-term
rating on the company's senior first lien secured term loan and
revolver at 'BB-'/'RR1'. The Rating Outlook is Stable.
IEA's ratings and Outlook reflect the company's high degree of
fixed-price contracts, sensitivity to working capital fluctuations,
seasonality, uncertainty regarding long-term wind power demand, and
recent cost overruns. As with other engineering and construction
companies, execution risk is significant. Failure to complete
projects on time and on budget could materially affect the
company's profitability and liquidity, potentially leading to a
negative rating action. These factors are somewhat offset by the
company's strong, but vulnerable EBITDA margins, mostly positive
FCF, strong position in niche markets, and improving
diversification.
As of the end of May 2020, the coronavirus pandemic has had
relatively minimal, if any, impact on the company's operations. Its
projects have progressed as scheduled and Fitch's expectation of
2020 revenue is relatively unchanged compared to previous
expectations. Fitch forecasts margins may be slightly below
previous projections in 2020 and 2021, but slightly better than
2019 due predominantly to a change in the agency's business mix
assumptions. Fitch does not include any material cost overruns in
its rating case forecast.
KEY RATING DRIVERS
Weather Risk, Potential Cost Overruns: Many of IEA's contracts,
particularly wind-power construction projects in the upper Midwest,
have meaningful exposure to weather risk. This could lead to
unforeseen project delays and subsequent cost overruns, which may
negatively affect IEA's liquidity and financial position. Such
difficulties occurred in 2018, as six of the company's nine wind
projects were significantly affected by harsh weather and resulted
in a negative cash and EBITDA impact. All of these projects have
since been completed.
Fitch believes risks of weather disruption will remain in future
projects given the nature of the company's business. However, Fitch
anticipates the company will likely follow through in implementing
risk-mitigating factors into future contracts, such as additional
cash collection milestones, more frequent change order reviews, and
building additional cost contingency into margins. Fitch believes
the likelihood of IEA adding incremental insurance onto these
projects is low, unless built into contract costs.
Moderate Seasonality: Apart from weather risk, IEA suffers from a
moderate degree of seasonality, which increases the volatility of
revenue, profitability, and cash flow within the year. The
company's results typically are weakest in the first quarter,
during which it generates between 12% and 15% of annual revenue on
average. Fitch considers this risk somewhat secular; however, it
could exacerbate a potential liquidity strain caused by any
additional project issues or delays.
Fixed Price Contracts, Execution Risk: Fitch believes IEA has a
meaningful degree of execution risk. Nearly all of the company's
contracts are fixed price and may experience change orders that are
subject to dispute during the regular course of work. Management
has expressed its intention to reduce the risks of contract
overruns through risk-mitigating actions; however, it must execute
on these objectives. Execution risk could grow as the company aims
to expand into new end markets, which may require additional
training, experience, or specialization in order to effectively bid
on new awards and complete them on time and on budget.
Profitability and Leverage to Improve, Stabilize: Fitch believes
the company's EBITDA margins will likely stabilize in the
mid-single-digit range over the next few years, bolstered by the
acquisitions of CCS and WC in late 2018. Fitch anticipates that the
increased diversification will aid in stabilizing the volatility of
the company's revenue. In particular, the company's coal ash
remediation business is also highly regulated and should provide
fairly consistent contracts. Stabilization and improvement of IEA's
profitability would likely lead to the company outperforming
Fitch's assumptions by achieving lower leverage and consistent FCF,
which could lead to positive rating momentum.
Fitch considers the company's leverage (gross debt/EBITDA) to be
stronger than other 'B' category engineering and construction peers
in the mid-2x range on a pro forma basis. The company paid down
more than $160 million of debt in 2019, which has led to a much
stronger credit profile, though still within its current
sensitivities.
Strong Position in Niche Markets: IEA services relatively unique
construction end markets such as wind and renewable energy and
rail, in addition to industrial services. The company estimates it
has a 30% market share within the utility scale wind market, while
the top three contractors are estimated to service approximately
70% of total capacity. Fitch believes the company's position in
these unique and specialized markets provides benefits, such as
visibility into customers' long-term plans and an incumbency that
could lead to additional contracts.
Diversification Improving: Fitch considers IEA to be somewhat
concentrated by end-market between Civil, Wind Power, and Rail.
However, the company has diversified through acquisitions recently
and Fitch expects these purchases have runway to grow into
additional end-markets over the next two or three years. Fitch
believes diversification would be beneficial overall; however,
there are inherent risks when expanding into new markets and
geographies. The focus on execution will remain a priority.
Fitch views the company's relatively sizable and increasing backlog
as favorable to the company's credit profile and the agency expects
backlog to remain relatively stable over the next one to two years.
Fitch also views the company's backlog diversification as a
meaningful factor in the company's growth. Specifically,
initiatives in the rail segment to improve traffic flow and
efficiency present opportunities in the intermediate term.
Additionally, increasing demand for civil infrastructure spending
could be a tailwind over the next several years, although the civil
market has more competition and inherently lower margins. Municipal
and federal budgets for civil infrastructure could also be a
concern due to increased government spending in recent months. Less
dependency on one end-market will allow for more flexibility for
growth and reduces the risk of a secular slowdown.
Wind Demand in Near-term, Long-term Less Certain: Regarding wind
projects, Fitch believes there is a meaningful pipeline of
contracts that the company could pursue over the next three or more
years, given the urgency to commence and complete projects ahead of
the wind tax credit roll-off in 2023. Fitch expects this will be a
driving factor of growth between 2020 and 2022. The number of
available contracts somewhat offsets the risk of customers
potentially cancelling projects in the near term, as Fitch believes
IEA would be able to replace lost work with new awards, although a
shift in contracts could temporarily pressure margins and liquidity
depending on the timing of the replacements.
The wind tax credit roll-off will also present a longer-term
challenge, and new awards could slow materially beyond the next
four or five years. However, Fitch believes some of this risk can
be mitigated by the improving economics of wind power, as well as
individual states' commitments to transitioning to a greater
proportion of renewable energy over the next several years via
Renewable Portfolio Standards that have been enacted on the state
level. Separately, IEA also has runway to grow and diversify
further into solar, rail or other areas, which could mitigate the
impact of potentially fewer wind awards available; however, this
carries additional execution risk.
Prudent Contract Bidding: Despite the supply of contracts across
IEA's various end-markets, management has also indicated its
intention to prudently bid on contracts in order to avoid
overextending beyond the company's capacity. Fitch believes this
will mitigate some of the risks associated with cost overruns,
although the company will still need to execute on its outstanding
contracts.
Equity Infusion Boosts Liquidity: Following the equity infusion in
May 2019, Fitch considers IEA's liquidity adequate for the
company's current size. However, it could become strained as a
result of possible large working capital swings, material cost
overruns, or a combination thereof. Fitch also expects the company
would likely need to increase its liquidity position over time as
it expands into new end-markets and grows in scale. Cash flow has
been volatile in recent periods, but should remain mostly positive
over the next few years.
Both Oaktree and Ares, the owners of the class A and class B
preferred stock, have seats on the company's board and could
potentially influence the company to take shareholder friendly
actions that may otherwise harm creditors. Fitch views this as
unlikely in the next few years, though it is still affects the
company's ESG governance structure score of 4 as there is a risk
that they deviate from this strategy in the future. However, Fitch
does not view the concentration of ownership or board positions as
material near-term risks.
M&A Activity Expected to Slow: IEA completed a few significant
acquisitions to diversify the company's overall product portfolio
and end-market exposure over the past few years. Most notable were
the acquisitions of CCS and William Charles in late 2018 for around
$107 million and $78 million, respectively. Fitch expects the
company will spend the next few periods continuing to integrate and
optimize these acquisitions rather than pursue additional
purchases. Fitch expects bolt-on transactions are possible, though
they would likely be financed through internally generated cash.
DERIVATION SUMMARY
IEA's 'B-' rating reflects the company's meaningful execution risk,
demonstrated by recent cost overruns during 2018. Subsequently, the
company's liquidity became strained in 1Q19. Pro forma margins are
in-line or stronger than other 'B' category E&C peers such as Tutor
Perini (B+/Negative); however, they could be slightly more volatile
given IEA's smaller scale and lower backlog relative to size. Fitch
believes the company's diversification has improved meaningfully
following the two acquisitions completed in 2018. The company also
maintains a strong position in the wind power construction market,
and is well prepared to compete across the various niche segments
in which it operates.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
-- Revenue increases in the low to mid-single digits annually
through 2022, primarily as a result of new solar power construction
partially offsetting the roll-off of wind construction, coupled
with improved economics of renewable energy and various states'
governments' planned shifts to renewables over the next several
years;
-- Company begins executing on new rail projects in 2020 and
2021; civil revenue is relatively flat throughout the forecast;
-- Company executes a few small, bolt-on acquisitions over the
next few years, paid for predominantly with internally generated
cash, which also supports revenue growth;
-- Margins remain relatively steady at each segment throughout
the forecast period;
-- No discretionary debt repayment over the forecast;
-- Minimal capex spending requirements;
-- Dividends on Series B shares accumulate rather than being paid
in cash;
-- Series B and A preferred shares are not considered debt in
accordance with Fitch's Corporates Criteria;
-- No material cost overruns or project delays.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes IEA would be reorganized rather than
liquidated, and would be considered as a going concern. Fitch has
assumed a 10% administrative claim in the recovery analysis.
In Fitch's recovery analysis, potential default is assumed to come
from a combination of one or more of the following: significant
cost overruns cause project delays and significant cash
requirements, limiting the company's ability to service debt; or
the roll-off of wind tax credits results in a severe reduction of
wind power construction and inclusion in the U.S. energy mix over
the long term, while the company is simultaneously unable to
diversify revenue streams enough to stem these declines.
Fitch assumes a pro forma $55 million as the going concern EBITDA
in its analysis. The EBITDA estimate is roughly a midpoint of
proforma 2020 and trough stress case levels. This differs from
previous assumptions due to Fitch's change in assumptions around
the company's margin profile and proforma business mix. Fitch's
recovery assumptions reflect a situation where new wind
construction declines significantly from current levels, while the
company experiences material project cost overruns.
Fitch expects the EV multiple used in IEA's recovery analysis will
be approximately 5.0x. Fitch believes the company's business
profile is sustainable, although with a degree of execution risk
and some risk of cost overruns. This multiple was appropriate,
though on the low end for U.S. Engineering and Construction peers
given the company's low trading multiple for the sector. The
multiple was updated from last year's 4.5x due to a shift in view
on the company's strong market position, improved diversification,
and technical expertise.
The $50 million senior first lien secured revolving credit facility
is assumed to be fully drawn upon default. These assumptions result
in a recovery rate for the revolver and term loan within the 'RR1'
range to generate a three-notch uplift to the debt rating from the
IDR.
RATING SENSITIVITIES
Factors that May, Individually or Collectively, Lead to Positive
Rating Action
-- FFO leverage below 2.0x;
-- Consistently positive FCF;
-- Exhibits ability to manage a downturn.
Factors that May, Individually or Collectively, Lead to Negative
Rating Action
-- FFO leverage consistently above 5x;
-- Strained liquidity position as a result of aggressive bidding,
project mismanagement, or material cost overruns.
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, Sensitive Liquidity: Fitch considers IEA's liquidity
adequate at an estimated $84 million as of March 2020, comprised of
$58 million in cash and $26 million of revolver availability. Fitch
expects current liquidity, coupled with projected FCF generation,
will be sufficient to cover typical working capital fluctuations,
capex, debt servicing, and other operational cash requirements over
the rating horizon. However, Fitch recognizes that IEA's liquidity
is vulnerable to seasonality, cost overruns, and project delays,
which could lead to a strain on the company's financial profile and
potential negative rating action if managed ineffectively.
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
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
INOVALON HOLDINGS: S&P Affirms 'B+' ICR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its 'B+' ratings on Bowie, Md.-based
healthcare technology company Inovalon Holdings Inc.
Operating performance will likely continue to be strong through the
end of 2020.
S&P said, "We forecast revenue will grow at a mid- to
high-single-digit-percent organic rate in 2020, supported by
Inovalon's high level of recurring revenue. Furthermore, given the
February 2020 term loan and revolver repricing and the rolloff of
certain transaction and integration related expenses, we expect
that free cash generation will increase from $48 million in 2019 to
over $100 million in 2020. Adjusted leverage was just under 5x as
of Dec. 31, 2019, and increased to 5.3x as of March 31, 2020,
because Inovalon drew $99 million on its revolving credit facility
for precautionary reasons. Longer term, we expect adjusted leverage
will be sustained in the 4x-5x range. This is somewhat improved
from our prior expectation that leverage would be slightly above 5x
over time."
S&P said, "We expect Inovalon to be only minimally affected by the
COVID-19 pandemic. We do not expect COVID-19-related shutdowns to
have a material impact on operating performance because a large
majority of the company's revenue (84% for the 12-month period
ended March 31, 2020) is subscription-based. We expect some
volatility in certain legacy services, but these services represent
a smaller part of the company's topline. We also think Inovalon has
more than sufficient liquidity, with $183 million of cash as of
March 31, 2020."
"Our ratings reflect Inovalon's unique position in the fragmented
healthcare information technology industry. Despite Inovalon being
significantly smaller in scale than peers such as Change Healthcare
Holdings LLC and Verscend Holding II Corp., we continue to believe
the company's end-to-end service offerings uniquely position it as
the healthcare industry moves toward incorporating value-based
payments. Real-time access to ABILITY's acute, post-acute, and
ambulatory care provider client base has bolstered Inovalon's
extensive and proprietary dataset, which we view as unmatched by
its competitors. This also represents the largest barrier to entry,
as replicating such a large, primary sourced (rather than
purchased) data set would be difficult and time-consuming. We
consider Inovalon's service offerings to be a competitive strength
compared with companies that focus on revenue cycle management, as
those services are more easily replaceable."
Customer concentration remains a significant risk however, because
the loss of any major client (particularly on the payer side) could
have severe consequences for Inovalon's revenue.
S&P said, "We believe the market for analytics is relatively
fragmented and that clients' use of Inovalon's services may be in
the early stages, especially since fee-for-service compensation
continues to dominate. This, in our opinion, has also slowed the
company's growth in the past. However, given that value-based
compensation models will likely become more prominent, and the
increasing need for analytics to help improve outcomes and
reimbursement, we expect the company will continue to grow rapidly
at a mid- to high-single-digit-percent rate."
S&P said, "The stable outlook on Inovalon Holdings Inc. reflects
our expectation for mid- to high-single-digit-percent organic
revenue growth and free operating cash flow generation of more than
$100 million, supported by continued high customer retention rates
of greater than 90%."
"We could consider a downgrade if Inovalon experiences organic
growth below our expectations, most likely as a result of a
significant customer loss, leading to declining free operating cash
flow generation and increased leverage."
"Although an upgrade is unlikely at this time, we could raise the
rating if Inovalon significantly increases the size and scale of
its operations while maintaining leverage below 5x. Such an
improvement would likely require a much higher organic growth rate
than we project, or a sizable acquisition funded without incurring
additional debt."
J. HILBURN INC: Seeks to Hire Neligan LLP as Counsel
----------------------------------------------------
J. Hilburn, Inc. seeks authority from the United States Bankruptcy
Court for the Northern District of Texas to employ Neligan LLP as
its counsel.
Services Neligan will render are:
(a) advising the Debtor, its management and officers of their
rights, powers, and duties as debtor-in-possession;
(b) counseling the Debtor's management and officers on issues
involving operations, potential sales of assets, and possible
financing options;
(c) negotiating documents, preparing pleadings, and
representing the Debtor at hearings related to those matters;
(d) taking all necessary actions to protect and preserve the
Debtor's estate, including prosecuting litigation on Debtor's
behalf, investigating claims of the Debtor, defending the Debtor,
if necessary, in actions, litigation, hearings or motions commenced
against the Debtor, negotiating disputes in which the Debtor is
involved, and preparing objections to claims filed
against the estate;
(e) preparing on behalf of the Debtor all necessary motions,
applications, answers, pleadings, orders, reports, and papers in
administration of the estates or in furtherance of the Debtor's
business operations, or as required to preserve the Debtor's
assets, and as otherwise requested by the Debtor's management;
(f) negotiating and drafting documents relating to
debtor-in-possession financing and/or use of case collateral and
attend any hearings on such matters, prepare discovery and respond
to discovery served on the Debtor, response to creditor inquiries
and information requests, assist with preparation of Schedules,
Statement of Financial Affairs, Monthly Operating Reports,
attendance at section 341 meeting and representation at meetings
with creditors as well as any committee appointed by the United
States Trustee;
(g) counseling the Debtor in connection with the sale of some
or all of the Debtor's assets, negotiating the terms of any such
sale, drafting, negotiating, and prosecuting any pleadings and
other documents necessary to complete any such sale;
(h) drafting, negotiating, and pursuing confirmation on behalf
of the Debtor a plan of reorganization, the related disclosure
statement, and any revisions, amendments, and supplements relating
to the foregoing documents, and all related materials; and
(i) performing all other necessary legal services in
connection with this case and any other bankruptcy-related
representation that the Debtor may require.
The Debtors paid to Neligan a retainer of $300,000.
Neligan attorneys' rates range from $375 - $675 per hour while the
rate for paralegals is $150 per hour.
Neligan is a "disinterested person," as defined in Section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Patrick J. Neligan, Jr., Esq.
John D. Gaither, Esq.
Neligan LLP
325 N. St. Paul, Suite 3600
Dallas, TX 75201
Phone: 214-840-5300
Email: pneligan@neliganlaw.com
jgaither@neliganlaw.com
About J. Hilburn
J. Hilburn, Inc. -- https://www.jhilburn.com -- sells custom-made
men's clothing. The Company offers shirts, suits, trousers, pants,
sweaters, outerwears, and accessories.
On April 30, 2020, J. Hilburn, Inc., and its affiliates sought
Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-31308). In the
petition signed by CEO David DeFeo, Diamondback was estimated to
have $1 million to $10 million in assets and $10 million to $50
million liabilities. The Debtors tapped Patrick J. Neligan, Jr.,
Esq., at Neligan LLP, as counsel.
JONATHAN RESNICK: Trustee Taps Miles & Stockbridge as Counsel
-------------------------------------------------------------
Zvi Guttman, the trustee appointed in the Chapter 11 cases of The
Law Offices of Jonathan S. Resnick, LLC and its affiliates, seek
approval from the U.S. Bankruptcy Court for the District of
Maryland to retain Miles & Stockbridge P.C. as his special
counsel.
Mr. Guttman requires Miles & Stockbridge to:
(a) investigate and pursue avoidance actions under Chapter 5
of the Bankruptcy Code (excluding any avoidance actions against
Krunchcash, LLC, which shall be investigated and pursued by
alternate counsel);
(b) evaluate and if appropriate, pursue the substantive
consolidation of the Debtors' bankruptcy estates;
(c) investigate and pursue other causes of action (excluding
any causes of action against Krunchcash, LLC, which shall be
investigated and pursued by alternate counsel);
(d) perform other legal services for the Trustee which may be
necessary and beneficial to the Debtors’ bankruptcy estates.
The majority of the work to be performed in this case by Miles &
Stockbridge will be performed by Patricia Jefferson and Derek
Roussillon. Their hourly rates are:
Patricia Jefferson $500
Derek Roussillon $465
Miles & Stockbridge neither represents nor holds any interest
adverse to the Debtors or its estates in the matters upon which it
is to be engaged, according to court filings.
The firm can be reached through:
Patricia Jefferson, Esq.
Derek Roussillon, Esq.
Miles & Stockbridge P.C.
100 Light Street
Baltimore, MD 21202
Phone: 410 727-6464
About The Law Offices of Jonathan S. Resnick
The Law Offices of Jonathan S. Resnick, LLC and The Law Offices of
Perry A. Resnick, LLC, Maryland-based law firms, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case Nos.
20-12822 and 20-12820) on March 4, 2020. On April 6, 2020, The Law
Offices of Jonathan S. Resnick, PLLC filed a voluntary Chapter 11
petition (Bankr. D. Md. Case No. 20-14188). The cases are jointly
administered under Case No. 20-12822.
At the time of the filing, Jonathan S. Resnick, LLC and Jonathan S.
Resnick, PLLC each had estimated assets of between $1 million and
$10 million and liabilities of between $10 million and $50 million.
Perry A. Resnick disclosed assets of between $1 million and $10
million and liabilities of the same range.
Debtors hired The VerStandig Law Firm and McNamee Hosea Jernigan
Kim Greenan & Lynch, P.A as their legal counsel.
Zvi Guttman was appointed as Debtors' Chapter 11 trustee. The
trustee is represented by The Law Offices of Zvi Guttman, P.A.
JONATHAN S. RESNICK: Trustee Taps Larry Strauss as Accountant
-------------------------------------------------------------
Zvi Guttman, Esq., the appointed Chapter 11 Trustee of The Law
Offices of Jonathan S. Resnick, LLC and its debtor affiliates, The
Law Offices of Jonathan S. Resnick, PLLC and The Law Offices of
Perry A. Resnick, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ Larry Strauss, CPA and
his firm, Larry Strauss Esq. CPA & Associates, Inc., as his
accountant.
The Trustee desires to engage an accountant to assist him with
tasks and advise him regarding issues such as:
(a) determine the Debtor's income/loss;
(b) prepare/file any necessary tax returns for the Estates;
(c) prepare any required informational returns to members;
(d) review the books and records of the Debtors;
(e) prepare monthly operating reports; and/or
(f) prepare and analyze financial information with respect to
the formation of a Chapter 11 Plan.
The hourly billing rates of the accounting firm's professionals for
2020 are as follows:
Partners $430
Managers $335
Supervisors $295
Seniors $240
Staff $140
Larry Strauss, a certified public accountant at Larry Strauss Esq.
CPA & Associates, Inc., disclosed in court filings that the firm is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Larry Strauss
LARRY STRAUSS ESQ. CPA & ASSOCIATES, INC.
2310 Smith Ave.
Baltimore, MD 21209
Telephone: (410) 484-2142
Facsimile: (443) 352-3282
E-mail: Larry@LarryStraussESQCPA.com
About The Law Offices of Jonathan S. Resnick
The Law Offices of Jonathan S. Resnick, LLC and The Law Offices of
Perry A. Resnick, LLC, Maryland-based law firms, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case Nos.
20-12822 and 20-12820) on March 4, 2020. On April 6, 2020, The Law
Offices of Jonathan S. Resnick, PLLC filed a voluntary Chapter 11
petition (Bankr. D. Md. Case No. 20-14188). The cases are jointly
administered under Case No. 20-12822.
At the time of the filing, Jonathan S. Resnick, LLC and Jonathan S.
Resnick, PLLC each had estimated assets of between $1 million and
$10 million and liabilities of between $10 million and $50 million.
Perry A. Resnick disclosed assets of between $1 million and $10
million and liabilities of the same range.
Debtors hired The VerStandig Law Firm and McNamee Hosea Jernigan
Kim Greenan & Lynch, P.A as their legal counsel.
Zvi Guttman was appointed as Debtors' Chapter 11 trustee. The
trustee is represented by The Law Offices of Zvi Guttman, P.A.
KEYSTONE PIZZA: Seeks to Hire MarshallMorgan LLC as Broker
----------------------------------------------------------
Keystone Pizza Partners, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Kansas to employ
MarshallMorgan, LLC as its broker.
The services MarshallMorgan will provide are:
(a) collecting and creating of a complete due diligence
package;
(b) development of a financial valuation;
(c) advertising and marketing of the sale of Debtor's assets;
(d) sourcing of any potential qualified buyers;
(e) assisting with all of the following: creation of all
bidding and/or auction procedures including obtaining a "stalking
horse"; review and analysis of all bids including review and
verification of all bids and qualifications of all potential
buyers; negotiation of any sales or related documents and any other
services deemed necessary to complete any sale;
(f) assisting in providing any necessary financial analysis on
behalf of Debtor to its franchisor, existing and potential new
lenders, sourcing potential buyers or any other designated third
parties that may be involved in these transactions and will provide
any needed closing services as reasonably requested by Debtor;
(g) providing Debtor with reasonable transactional support and
negotiation assistance in the discretion of the Debtor;
(h) providing testimony in support of any sales; and
(i) otherwise assisting Debtor and its counsel as necessary
through closing on a best efforts basis.
MarshallMorgan will be compensated as follows:
(a) Initial Fee. A fee of $5,000.00 will be due upon this
Court's approval of the Agreement. An additional five thousand
($5,000) will be due upon completion of a Market/Due Diligence
Package.
(b) Success Fee. In the event of a sale of the Debtor's
business, MarshallMorgan will be entitled to a Success Fee equal to
5 percent of the total sales price including any seller financing
or other deferred or alternative forms of payment approved by the
Court (with this and any other compensation subject to the approval
of the Court). If the party previously brought to Debtor by Pizza
Hut prior to the Petition Date and disclosed to PPB is the stalking
horse purchaser and there are no other bidders, then the Success
Fee shall be limited to 4 percent of the total sales price
including any seller financing or other deferred or alternative
forms of payment approved by the Court. All Success Fees shall be
due and owing as of the closing of each relevant transaction.
(c) Reimbursement. In addition to the foregoing, whether or
not a transaction is consummated, MarshallMorgan will be entitled
to reimbursement for all of its reasonable out-of-pocket expenses
incurred in connection with the subject matter of this engagement.
MarshallMorgan shall not, however, incur any such expenses without
the prior express written approval of Debtor.
MarshallMorgan does not hold or represent any material adverse
interest in connection with this case and is a "disinterested
person" within the meaning of Code Secs. 101(14) and 327, according
to court filings.
The broker can be reached through:
Robert L. Simmons
MarshallMorgan, LLC
5720 Lyndon B Johnson Fwy
Dallas, TX 75240
Phone: +1 972-387-1999
About Keystone Pizza Partners
Keystone Pizza Partners, LLC, a pizza franchisee in Overland Park,
Kansas, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Kan. Case No. 20-20709) on May 3, 2020. At the time of
the filing, Debtor estimated $1 million to $10 million in both
assets and liabilities. Judge Robert D. Berger oversees the case.
Debtor is represented by Spencer Fane, LLP.
L BRANDS: Moody's Rates New $750MM Senior Secured Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to L Brands, Inc.
proposed senior secured offering of $750 million notes due in 2025
and a B2 to its $500 million senior unsecured notes offering due
2025. The net proceeds will be used for general corporate purposes
which includes near term debt maturities and the repayment of its
supplemental retirement plan. The outlook is negative. The proposed
senior secured notes will be secured by a first priority lien on
all non-ABL collateral including most of its real estate,
intellectual property, and equipment.
"The proposed offerings increase L Brand's liquidity and supports
its ability to address upcoming debt maturities" stated Senior
Credit Officer, Christina Boni. "Nonetheless, the proposed senior
secured notes will be provided collateral that utilizes a
significant portion of its unencumbered assets which reduces
financial flexibility", Boni added.
Assignments:
Issuer: L Brands, Inc.
Senior Secured Regular Bond/Debenture, Assigned Ba2 (LGD2)
Gtd. Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4)
RATINGS RATIONALE
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The specialty
retail sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in L Brands' credit
profile, including its exposure to store closures, China and
consumer demand, have left it vulnerable to shifts in market
sentiment in these unprecedented operating conditions and L Brands
remains vulnerable to the outbreak continuing to spread. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.
L Brands' B2 CFR rating is supported by its strong Bath & Body
Works operations, which generate significant free cash flow, offset
by the challenges currently faced at Victoria's Secret. L Brands
benefits from significant scale with LTM revenues of about $11.9
billion. Its merchandising strategy and supply chain have
historically enabled the company to ensure product freshness and
higher inventory turns relative to other specialty retail
operators. The termination of the sale of Victoria's Secret poses a
further cash drain and drag on operating performance as it leaves L
Brands with an underperforming asset which will be difficult to
turnaround in the midst of the disruption in the retail industry as
a result. Given the temporary store closures and weakened consumer
demand related to COVID-19, Moody's expects credit metrics to
weaken significantly during 2020.
The negative outlook reflects the risk of protracted weakening in
consumer demand as L Brands works through the disruption caused by
COVID-19 at both Bath and Body and Victoria's Secret. The outlook
also reflects the need to address its upcoming debt maturities now
that proceeds from the now terminated sale will not be realized.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded should operations be positioned to return
to 70% of fiscal 2019 EBITDA, the company has good liquidity,
maintains a conservative financial policy, and near-term debt
maturities are addressed. A suspension of its common dividend is
expected to continue until sales and operating performance at both
Bath and Body and Victoria's Secret return to a consistent positive
trend.
Ratings could be downgraded if liquidity deteriorates and near-term
debt maturities are not addressed well in advance or financial
policy becomes more aggressive. Quantitatively, ratings could be
also be downgraded should operations not be positioned to return to
60% of fiscal 2019 EBITDA.
Headquartered in Columbus, Ohio, L Brands, Inc. operates 2,897
company-owned specialty stores in the United States, Canada, the
United Kingdom and Greater China, and its brands are also sold in
722 franchised locations worldwide as of May 2, 2020. Its brands
include Victoria's Secret, Bath & Body Works, and PINK.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
LBD PLLC: Cash Collateral Hearing Continued to June 23
------------------------------------------------------
LBD, PLLC, previously sought and obtained interim permission from
Judge Brian F. Kenney to use cash collateral, on an interim basis,
through April 30, 2020 in the ordinary course of business.
Judge Kenney ruled that:
* the Debtor will grant secured parties (i) First Savings Bank;
(ii) Capital One; (iii) Eagle Bank; (iv) Forward Financing, LLC;
and (v) Green Capital Funding a first priority perfected
replacement lien on any tangible or intangible assets of the Debtor
created or acquired during the term of the budget to the extent
acquired using cash collateral or proceeds of pre-petition
collateral of the secured parties, as adequate protection;
* the Debtor's monthly rental for its office in the approximate
amount of $15,100 will be paid directly to FSB, pursuant to an
assignment of rents.
The hearing on the motion is continued to June 23, 2020 at 11 a.m.
About LBD PLLC
LBD, PLLC -- https://www.dipietropllc.com -- is a law firm
specializing in divorce, family law, estate planning and business
law. The firm has several office locations throughout Northern
Virginia, Maryland and the Washington, D.C. Metro areas.
LBD, PLLC filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 20-10414) on Feb. 9,
2020. In the petition signed by Joseph J. DiPietro, member and
manager, the Debtor estimated $50,000 to $100,000 in assets and $1
million to $10 million in liabilities. Jeffery T. Martin, Jr., Esq.
at Henry & O,Donnell, P.C., is the Debtor's legal counsel.
LITTLE FEET: Plan Confirmation Hearing Continued on June 23
-----------------------------------------------------------
Little Feet Learning Center, LLC, requests continuance of the
hearing due to the unprecedented nature of the public health and
economic issues caused by the pandemic, and its belief that the
decrease in revenue for its daycare facility due to the cessation
of business operations required of all nonessential businesses
because of the pandemic was temporary.
Judge Katharine M. Samson has ordered that the Motion to Continue
Confirmation Hearing is granted.
The hearing on confirmation of Debtor's Plan of Reorganization and
final approval of Disclosure Statement is extended and reset to
June 23, 2020, at 1:30 p.m. in the Bankruptcy Courtroom, 7th Floor,
Dan M. Russell, Jr. U.S. Courthouse, 2012 15th Street, Gulfport,
Mississippi.
About Little Feet Learning Center
Little Feet Learning Center filed a voluntary Chapter 11 petition
(Bankr. S.D. Miss. Case No. 19-52507) on Dec. 18, 2019, listing
under $1 million in both assets and liabilities, and is represented
by W. Jarrett Little, Esq. and William J. Little, Jr., Esq., at
Lentz & Little, PA.
LSC COMMUNICATIONS: Arnold & Porter Represents Term Lender Group
----------------------------------------------------------------
In the Chapter 11 cases of LSC Communications, Inc., et al., the
law firm of Arnold & Porter Kaye Scholer LLP submitted a verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, to disclose that it is representing the Term Lender
Group.
The Term Lender Group is comprised of the following institutions or
funds, accounts and entities managed by the following institutions:
Bardin Hill Investment Partners LP; Eaton Vance Management; HG Vora
Capital Management, LLC; Marathon Asset Management; Shenkman
Capital Management; Sound Point Capital Management, LP; and Summit
Partners Credit Advisors, L.P.
In or around March 2020, members of the Term Lender Group retained
A&P to represent them in their capacities as holders of term loans
advanced under the Credit Agreement.
As of May 27, 2020, members of the Term Lender Group and their
disclosable economic interests are:
Bardin Hill Investment Partners LP
299 Park Avenue
24th Floor
New York, NY 10171
* Term Loan Holdings: $13,000,000
Eaton Vance Management
Two International Place 9th Floor
Boston, MA 02110
* Term Loan Holdings: $29,629,530
HG Vora Capital Management, LLC
330 Madison Avenue
20th Floor
New York, NY 10017
* Term Loan Holdings: $50,000,000
Marathon Asset Management
One Bryant Park
38th Floor
New York, NY 10036
* Term Loan Holdings: $54,695,561
* Notes: $28,300,000
Shenkman Capital Management
461 Fifth Avenue 22nd Floor
New York, NY 10017
* Term Loan Holdings: $10,000,000
Sound Point Capital Management, LP
375 Park Avenue 33rd Floor
New York, NY 10152
* Term Loan Holdings: $2,000,000
Summit Partners Credit Advisors, L.P.
222 Berkeley Street 18th Floor
Boston, MA 02116
* Term Loan Holdings: $21,000,000
Each member of the Term Lender Group separately requested that A&P
represent it in connection with these chapter 11 cases in its
capacity as a lender under the Credit Agreement.
A&P represents only the interests of the members of the Term Lender
Group listed on Exhibit A hereto and does not represent or purport
to represent any other entities or interests in connection with
these chapter 11 cases. In addition, each member of the Term Lender
Group does not purport to act, represent or speak on behalf of any
entity in connection with the Debtors' chapter 11 cases other than
itself.
A&P does not hold claims against or interests in the above
captioned Debtors or their estates.
Counsel for the Term Lender Group can be reached at:
ARNOLD & PORTER KAYE SCHOLER LLP
Michael D. Messersmith, Esq.
Sarah Gryll, Esq.
70 West Madison Street, Suite 4200
Chicago, IL 60602
Telephone: (312) 583-2300
Facsimile: (312) 583-2360
E-mail: michael.messersmith@arnoldporter.com
sarah.gryll@arnoldporter.com
- and -
Lucas B. Barrett
250 W. 55th Street
New York, NY 10019-9710
Telephone: (212) 836-8000
Facsimile: (212) 836-8689
E-mail: lucas.barrett@arnoldporter.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/6IeD0U
About LSC Communications
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Company offers a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints
magazines, catalogs, directories, books, and some direct mail
products, and manufactures office products, including filing
products, envelopes, note-taking products, binder products, and
forms. The Company has offices, plants, and other facilities in 28
states, as well as operations in Mexico, Canada, and the United
Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In its petition, the
Debtor disclosed $1,649,000,000 in assets and $1,721,000,000 in
liabilities. The petition was signed by Andrew B. Coxhead, chief
financial officer.
The Debtors hire SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
LUX TEMPLUM: Seeks to Hire Shilliday Law as Legal Counsel
---------------------------------------------------------
Lux Templum, LLC, seeks authority from the United States Bankruptcy
Court for the District of Colorado to employ Shilliday Law, P.C.,
as its legal counsel.
Services Shilliday Law will render are:
a. provide the Debtor with legal advice with respect to its
powers and duties as Debtor-in-Possession;
b. assist the Debtor in the development of a plan of
reorganization under Chapter 11;
c. file the necessary petitions, pleadings, reports, and
actions that may be required in the continued administration of the
Debtor's property under Chapter 11;
d. take necessary actions to enjoin and stay until a final
decree the continuation of pending proceedings and enjoin and stay
until a final decree the commencement of lien foreclosure
proceedings and all matters provided under 1 U.S.C. Sec. 362; and
e. perform all other legal services for Debtor that may
necessary.
Robert Shilliday, III, Esq., the attorney who will be handling the
case, charges an hourly fee of $300. Paralegals charge $100 per
hour.
The firm received from the Debtor a pre-bankruptcy retainer in the
sum of $25,000.
Mr. Shilliday disclosed in a court filing that he is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robert J. Shilliday, III, Esq.
Shilliday Law, P.C.
1512 Larimer St., Suite 600
Denver, CO 80202
Phone: 720-439-2500
E-mail: rjs@shillidaylaw.com
About Lux Templum, LLC
Lux Templum, LLC -- https://www.luxtemplum.com/ -- provides support
activities for crop production.
Lux Templum, LLC, filed its voluntary petition under Chapter 11 of
the Bankruptcy Court (Bankr. D. Colo. Case No. 20-13360) on May 15,
2020. In the petition signed by John Lawrence, chief financial
officer, the Debtor estimated $421,985 in assets and $2,804,713 in
liabilities. Robert J. Shilliday III, Esq. at SHILLIDAY LAW, P.C.
represents the Debtor as counsel.
M & H PINE STRAW: Has Final OK to Use Cash Collateral
-----------------------------------------------------
Judge James R. Sacca authorized M & H Pine Straw to use cash
collateral on a final basis through September 1, 2020.
As adequate protection, Newtek Small Business Finance, Inc., which
is owed approximately $1.9 million as of the Petition Date, will be
granted replacement lien(s) on the Debtor's property, to the same
extent and priority as any duly perfected and unavoidable liens in
cash collateral held by said lender as of the Petition Date.
Moreover, the Debtor will make monthly adequate protection payments
of $11,500 to Newtek commencing April 1, 2020 and continuing on the
first day of each month thereafter until September 1, 2020.
Newtek and any other secured creditor, to the extent they hold
valid liens, security interests, or rights of set-off as of the
Petition Date under applicable law, are granted valid and
properly-perfected liens on all property acquired by the Debtor
after the Petition Date that is the same or similar in nature,
kind, or character as each party's respective pre-petition
collateral, to the extent of any diminution in the value of the
cash collateral.
About M & H Pine Straw
M & H Pine Straw, Inc., a wholesaler of pine straw, filed a
voluntary Chapter 11 petition (BAnkr. N.D. Ga. Case no. 20-20099)
on Jan. 17, 2020. The petition was signed by Harris Maloy, owner.
At the time of the filing, the Debtor was estimated to have
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. William A. Rountree, Esq., at Rountree Leitman &
Klein, LLC, is the Debtor's legal counsel.
MADISON STOCK: Seeks to Employ Lawrence A. Garvey as Attorney
-------------------------------------------------------------
Madison Stock Transfer Inc. seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
the Law Office of Lawrence A. Garvey & Associates P.C. as its
attorney.
The professional service that the attorney will render are:
a. advise the Debtor concerning the conduct of the
administration of this bankruptcy case;
b. prepare all necessary applications and motions as required
under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure,
and Local Bankruptcy Rules;
c. prepare a disclosure statement and plan of reorganization;
and
d. perform all other legal services that are necessary to the
administration of the case.
The firm's hourly rate are:
Lawrence A. Garvey $500
Associate attorneys $350
Paralegals $200
Lawrence A. Garvey is a "disinterested person" as the term is
defined in Bankruptcy Code Section 101(14), according to court
filings.
The firm can be reached through:
Lawrence A. Garvey, Esq.
Law Offices of Lawrence A.
Garvey & Associates P.C.
235 Main St #630
White Plains, NY 10601
Phone: +1 914-946-2200
About Madison Stock Transfer
Madison Stock Transfer Inc., a stock broker in Spring Valley, N.Y.,
filed a Chapter 11 petition (Bankr. S. D. N.Y. Case No. 19-23364)
on July 24, 2019. At the time of the filing, the Debtor disclosed
$156,251 in total assets and $1,537,962 in total liabilities. The
petition was signed by Michael B. Ajzenman, president.
Sykes Law Firm PC is the Debtor's legal counsel. Judge Robert D.
Drain oversees the case.
MAGNOLIA LANE: Seeks to Extend Exclusive Filing Period to July 31
-----------------------------------------------------------------
Magnolia Lane Condominium Association, Inc. asked the U.S.
Bankruptcy Court for the Southern District of Florida to extend the
exclusive periods within which it can file and solicit acceptances
for its Chapter 11 plan to July 31 and Sept. 30, respectively.
The Debtor needed additional time to adequately prepare its
financial disclosures, to determine the actual costs related to the
extensive deferred maintenance (and roof repair), prepare its
feasibility study and finalize its plan.
The Debtor has complex maintenance and repair issues related to
roofs which must be factored in the plan. In addition, the Debtor
also has learned that it has significant expense exposure related
to Miami Dade County Building Department's requirement for 40 year
Certification. Currently, the Debtor is in the process of
finalizing all costs related to the deferred maintenance.
Moreover, the Debtor's prior management (Global Management) company
provided inadequate accounting records to the Debtor. Now, the
Debtor is in the process of reconstructing its books and records
through its Accountant, Ana Costales, CPA.
Also, the Covid 19 Crisis has caused all types of delays in
operation which have prevented the Debtor and its Counsel from
submitting a plan before the May 28 deadline.
About Magnolia Lane Condominium Association
Based in Miami, Fla., Magnolia Lane Condominium Association, Inc.
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-24437) on
Oct. 28, 2019. In the petition signed by Mercedes Rodriguez, vice
president, the Debtor was estimated to have $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. Judge Laurel
M. Isicoff oversees the case.
The Debtor tapped John Paul Arcia, P.A. as bankruptcy counsel;
Florida Property Management Solutions, Inc. as property
manager;and Ana M. Costales-Abiseid, CPA and Preferred Accounting
Services as accountant.
MAUSER PACKAGING: Fitch Cuts LT IDR to B-, Outlook Stable
---------------------------------------------------------
Fitch Ratings has downgraded Mauser Packaging Solutions Holding
Company's Long-Term Issuer Default Rating to 'B-' from 'B'. In
addition, Fitch has downgraded the MPS's senior secured ABL credit
facility to 'BB-'/'RR1' from 'BB'/'RR1', senior secured term loan
and senior secured notes to 'B'/'RR3' from 'BB-'/'RR2', and senior
unsecured notes to 'CCC'/'RR6' from 'CCC+'/'RR6'. The Rating
Outlook is Stable.
The downgrade reflects the company's recent historical and
forecasted EBITDA, FCF and fixed charge coverage below Fitch's
prior expectations. This stems from recent volatility in certain
end-markets and slower than anticipated realized synergies leading
to weaker EBITDA and fixed charge coverage metrics. Fitch projects
that MPS's fixed charge coverage will remain around 1.5x through
the forecasted period. The ratings also reflect some exposure to
cyclical end markets and management's aggressive growth strategy
and demonstrated willingness to stretch the balance sheet for an
extended period of time.
The Stable Outlook reflects the company's solid liquidity position,
its significant size and scale, leading market positions in a
majority of its product lines and broad product offering, which
supports long customer relationships. MPS's size benefits raw
material purchasing power and its ability to pass through raw
material costs to customers, resulting in relatively stable
margins.
KEY RATING DRIVERS
Forecasted 1.5x Fixed Charge Coverage: Due to an elevated debt
load, the company has high interest payments relative to EBITDA,
which resulted in 2019 FFO fixed charge coverage of 1.4x. Fitch
expects that coverage metrics will generally remain around 1.5x
throughout the forecast period, which is consistent with 'B-'
tolerances. Fitch views Mauser's solid liquidity position and no
near-term maturities as partially offsetting pressured coverage
metrics.
Diversified End-Markets: MPS's end markets are diversified across
industrial, consumer, food and agriculture, energy and
petrochemical segments, a profile which Fitch believes buffers
exposure to coronavirus-related downturns in many markets.
Increased demand for cleaning and medical applications, for
example, should partially offset depressed demand in energy and
automotive segments. MPS does have material customer concentration
and a higher exposure to cyclical end markets compared with peers,
and with MPS's top 10 customer's accounting for approximately 28%
of sales in 2019, and its top customer representing 8% of sales. On
average, however, MPS has maintained relationships with its top 10
customers for over 20 years, which in Fitch's view, partially
offsets customer concentration risk. Additionally, Fitch believes
MPS's size and scale, leading market positions, broad and
diversified product offering and the close proximity of facilities
to customers helps partially mitigate volume risk.
Aggressive Acquisitive Growth Strategy: In 2016, Stone Canyon
Industries LLC acquired MPS and has since made seven acquisitions
for aggregate consideration of approximately $3.36 billion. In
April 2017, MPS paid approximately $2.27 billion to acquire CD&R
Millennium HoldCo 2 B.V. In August 2018, MPS paid approximately $1
billion to acquire ICS. The Mauser and ICS acquisitions materially
increased MPS's size and expanded its geographical presence and
product offering, partially offsetting the resulting high financial
leverage. Fitch believes MPS has a large pipeline of remaining
acquisition opportunities over the intermediate term, and will
continue to be an active participant in the consolidation of the
highly fragmented industry it operates within.
Significant Size & Scale: MPS's aggressive acquisition strategy has
resulted in the company roughly tripling in size, pro forma the ICS
acquisition. MPS's significant size and scale improves raw material
purchasing power, which supports its cost position and is expected
to improve margins. MPS's geographic presence and broad product
offering supports long customer relationships. In 2019,
approximately 28% of sales were to customers outside of the U.S.
although only 4% of revenue was generated outside of North America
and Europe.
Raw Material Exposure: MPS's primary raw materials include resin
and steel. Historically, MPS has been able to pass through raw
material price increases to customers, which supports Fitch's view
that EBITDA margins will be relatively stable through the forecast
period regardless of steel and resin price volatility. However,
given the intense competition in the industry, price increases may
result in a loss of volume.
DERIVATION SUMMARY
MPS compares similarly in size in terms of EBITDA to Silgan,
although has significantly higher leverage and a higher exposure to
cyclical end markets. MPS is significantly smaller, has
significantly higher leverage, and a higher exposure to cyclical
end markets compared with packaging peers Berry, Ball, Crown and
Reynolds, who generate a substantial majority of sales from
consumer non-discretionary end markets. Similar to many peers, MPS
has been an active participant in the consolidation of a highly
fragmented industry, however, has demonstrated a willingness to
stretch the balance sheet over an extended time period. MPS has no
financial leverage target and has operated with net debt/EBITDA
significantly above 7.0x over the past few years, whereas large
public equity packaging companies tend to target net leverage
generally ranging between 3.0x-4.0x.
KEY ASSUMPTIONS
-- A roughly 5% decline in revenues in 2020, reflecting a net
loss in volumes across end markets, followed by a shallow recovery
in subsequent years.
-- EBITDA margins pressured slightly in 2020, largely protected
by the 70% variable cost base, recovering to prior levels in the
following years.
-- Moderated capex budget as per management.
-- Dividend payments to shareholder resume in 2021 in proportion
to historical levels.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that MPS would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Fitch assumes a GC EBITDA of $610 million.
The lower GC EBITDA assumption envisions the effects of a sustained
economic downturn lasting several years, continued depressed energy
and petrochemical prices, lower sales volumes, and intensifying
competitive dynamics for the company. In this scenario, MPS would
not be able to fully offset declines in more cyclical segments such
as petrochemicals and construction with additional volumes in more
resilient end markets such as food and consumer.
An EV multiple of 5.5x is used to calculate a post-reorganization
valuation and reflects a mid-cycle multiple. The estimate
considered the following factors:
Fitch typically uses recovery multiples ranging from 4.5x-6.0x for
its portfolio of packaging companies. The 5.5x multiple, at the
higher end of the range, is reflective of MPS's significant size
and scale in addition to its leading market positions in a majority
of its product lines.
The ABL credit facility is assumed to be 80% drawn upon default.
The senior secured term loan and senior secured notes are pari
passu. The unsecured notes are subordinated to the secured debt in
the capital structure.
The 5.5x multiple and $610 million EBITDA assumption results in an
enterprise value of $3.02 billion, after accounting for 10% of
administrative claims.
The waterfall results in a 'RR1' recovery rating for the first lien
secured ABL credit facility, an 'RR3' recovery rating for the first
lien secured term loan and secured notes and a 'RR6' recovery
rating for the senior unsecured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Clear financial policy in place consistent with total
debt/EBITDA sustained at or below 7.5x;
-- FFO fixed charge coverage ratio sustained around 2.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- FFO fixed charge coverage ratio trending towards 1.0x;
-- A sizable acquisition and/or distributions resulting in
reduced financial flexibility;
-- Deterioration in operating profile resulting in sustained
negative FCF.
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
Total liquidity as of May 19, 2020 was approximately $323 million
consisting of $164 million in cash, excluding international and
restricted cash, and $159 million in ABL availability, due at
maturity in December 2020. Other than the ABL credit facility, MPS
has no significant maturities until 2024.
The ABL credit facility requires MPS to maintain a minimum fixed
charge coverage of 1.0x if availability under the ABL is less than
the greater of a) 10% of the commitments under the ABL or the
then-applicable borrowing base and b) $14 million. MPS is required
to test the fixed charge coverage ratio when availability is less
than 30% for a period of five consecutive business days. As of
mid-May, coverage calculated for this facility was in the 1.65x
range.
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).
Mauser Packaging Solutions Holding Company
- LT IDR B-; Downgrade
- Senior unsecured; LT CCC; Downgrade
- Senior secured; LT BB-; Downgrade
- Senior secured; LT B; Downgrade
Mauser Packaging Solutions Intermediate Company, Inc.
- LT IDR B-; Downgrade
MEGIDO SERVICE: Dec. 7 to File Plan and Disclosures
---------------------------------------------------
Judge Nancy Hershey Lord has ordered that the time period to file a
chapter 11 plan of reorganization and Disclosure statement of
Megido Service, Corp. is extended to and including Dec. 7, 2020.
Megido Service, Corp., sought Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 19-44944) on Aug. 15, 2019, estimating less than
$1 million in both assets and liabilities. LAW OFFICES OF ALLA
KACHAN, P.C., is the Debtor's counsel.
MERITOR INC: Fitch Alters Outlook on 'BB-' LT IDR to Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Meritor, Inc.'s Long-Term Issuer Default
Rating at 'BB-'. In addition, Fitch has affirmed the ratings on
MTOR's senior unsecured notes, including its convertible notes, at
'BB-'/'RR4' and the ratings on its secured revolving credit
facility and term loan at 'BB+'/'RR1'.
As part of its rating actions, Fitch has assigned a rating of
'BB-'/'RR4' to MTOR's proposed offering of $300 million in senior
unsecured notes.
MTOR's ratings apply to a $625 million secured ABL revolving credit
facility, $171 million in secured term loan borrowings and $1.1
billion in senior unsecured notes (including the proposed notes).
The Rating Outlook has been revised to Stable from Positive.
KEY RATING DRIVERS
Ratings Overview: The revision of MTOR's Rating Outlook to Stable
from Positive reflects the effects of the coronavirus pandemic on
the company's near-term business prospects, as well as effect of
the proposed debt issuance on the company's intermediate-term
leverage metrics. Fitch continues to expect that the company's
credit profile will strengthen over the longer term, but the rate
of progress will slow over the next 18 months due to lower demand
in MTOR's original equipment business and a higher level of
long-term debt.
Despite the Outlook revision, Fitch expects the fundamental
improvements MTOR has made to its operating performance and credit
profile over the past five years will help it manage the challenges
of the current downturn. Fitch expects the company's liquidity
position, including proceeds from the note issuance, as well as
operational flexibility will allow the company to manage through
the worst of the current downturn. Fitch expects improved market
conditions in FY2021 will allow the company's credit protection
metrics to return to levels commensurate with its current ratings
by the end of the year, and a return to more typical market
conditions in FY2022 could lead to further improvement in the
company's credit profile.
Rating Concerns: In addition to the effects of the coronavirus
pandemic on MTOR's near-term business prospects, Fitch continues to
have several other significant rating concerns. Chief among these
remains the extreme cyclicality of the global commercial truck and
off-highway vehicle markets, which is a fundamental trait of these
markets. The heavy shifts in demand over relatively short periods
of time increase the importance of MTOR maintaining relatively
conservative mid-cycle credit metrics. Prior to the current
downturn, MTOR had demonstrated its ability over the past several
years to grow margins and generate positive FCF through the peaks
and troughs of the Class 8 cycle, representing a marked improvement
from previous cycles, when margins and FCF were heavily pressured
at both the top and the bottom of the typical Class 8 cycle.
Other rating concerns include heavy competition in the commercial
truck driveline sector, particularly in North America, as well as
volatile raw material costs, which can pressure margins despite
pass-through mechanisms in many customer contracts. MTOR's
heightened interest in acquisition opportunities over the past
several years and an increased emphasis on share repurchases are
also concerns, although Fitch expects most future acquisitions will
be smaller bolt-on transactions, as opposed to larger
transformative acquisitions. In terms of share repurchases, Fitch
expects the company to fund repurchases with available cash, rather
than through incremental long-term borrowing, as over the long
term, the company remains focused on keeping leverage in-line with
its former M2019 strategic plan.
Proposed Note Issuance: MTOR intends to issue $300 million in
five-year senior unsecured notes in a private placement. The terms
of the notes will be largely similar to the company's existing
6.25% notes due 2024. Proceeds will be used to pay down revolver
borrowings, which totaled $304 million at March 31, 2020. In the
near term, the proceeds from the notes will enhance MTOR's
liquidity as it manages through the pressures on its business
caused by the coronavirus crisis. However, Fitch had previously
expected the company would use FCF and cash on hand to repay the
revolver borrowings, so the issuance of the proposed notes will
result in leverage remaining higher than Fitch's previous
expectations for a longer period of time, slowing the company's
path toward post-pandemic de-leveraging.
Increased End-Market Diversification: The increased diversification
of MTOR's business supports the company's ratings and is expected
to further help the company weather the current downturn. Increased
diversification has reduced MTOR's reliance on the cyclical North
American Class 8 truck market, and recent business wins have
expanded and diversified the company's global customer base. MTOR
has expanded its on-road presence in China and increased its
exposure to the North American medium duty truck segment. Although
not yet a significant part of its business, MTOR has also grown its
expertise in hybrid and electric commercial vehicle drivetrains
through its acquisition of Transportation Power, Inc., as well as
other investments in electrification technology. Several recent
wins with large commercial vehicle original equipment manufacturers
bode well for its electrification prospects. The increased
diversification of MTOR's business has given Fitch further
confidence that the company will be able to grow revenue in excess
of the rate of global truck production over the intermediate term,
while helping to protect the business during regional downturns.
Resilient Profitability: Fitch had previously expected MTOR's
EBITDA margin (based on Fitch's calculations) to run in the 10% to
12% range over the next several years, even with an expected
near-term cyclical slowing of the North American Class 8 market.
This level would be in line with, to slightly better than, the
levels seen over the past couple years. However, with the outbreak
of the coronavirus pandemic, Fitch expects truck production to be
much lower in FY2020 than Fitch's previous expectations. This is
likely to drive the company's EBITDA margin below 10% in FY2020,
and Fitch expects it will remain slightly below 10% in FY2021 as
the commercial vehicle industry takes time to recover. Beyond
FY2021, Fitch expects MTOR's margins to rise back into Fitch's
previously expected range. Margins will be supported, in part, by a
combination of pricing and new product introductions, as well as
cost flexibility achieved through MTOR's M2016 and M2019 strategic
plans.
Moderate Leverage: As a result of weakened market conditions and
higher debt, Fitch now expects MTOR's gross EBITDA leverage (gross
debt/EBITDA as calculated by Fitch) to run in the 3x-4x range over
the intermediate term beginning in FY2021, above Fitch's previous
expectation for leverage to run in the 2x-3x range over that
period. Fitch expects debt (including off-balance sheet factoring)
to run at about $1.4 billion once the revolver borrowings are
repaid, up from Fitch's previous expectation that debt would run at
roughly $1.1 billion. Fitch also now expects FFO leverage to run in
the 3.5x-5.0x range over the intermediate term beginning in FY2021,
up from a previous expectation of 3x-4x over that period, with it
running closer to the high end of the expected range FY2021 and
declining toward the lower end over the following couple of years.
Solid FCF: Fitch expects MTOR's FCF to be positive in FY2020, but
this will be driven entirely by the $265 million payment that the
company received in March 2020 as a result of the termination of
its aftermarket distribution arrangement with WABCO. Excluding the
payment from WABCO, Fitch expects MTOR's FCF would be negative in
FY2020 with a FCF margin of about -3.0%. Fitch expects FCF to be
positive in FY2021, despite the absence of the extraordinary
payment in FY2020, and with working capital being a likely use of
cash as business volumes recover. Fitch expects MTOR's FCF margin
to run at about 2.5% in FY2021 and to rise back toward 4.0% in
FY2022, similar to the company's actual FCF margin in FY2019. Fitch
expects capex as a percentage of revenue to run in the 2.5% to 3.0%
range over the intermediate term, with capex toward the higher end
of that range in FY2020.
DERIVATION SUMMARY
MTOR is a capital goods supplier with product lines focused
primarily on driveline components and brakes for commercial
vehicles, off-highway equipment and trailers. Compared with its
primary competitor, Dana Incorporated (BB+/Stable), MTOR is smaller
and fully focused on the capital goods industry, without any
meaningful light vehicle exposure. That said, MTOR generally
retains a top-three market position in most of the product segments
where it competes.
Compared with other capital goods and automotive suppliers rated in
the 'BB' category, such as Delphi Technologies PLC (BB/Rating Watch
Positive), Allison Transmission Holdings, Inc. (BB/Stable) or The
Goodyear Tire and Rubber Company (BB-/Negative), MTOR's margins,
FCF generation and leverage have trended toward levels more
commensurate with issuers in the middle of the category, while a
couple years ago, its metrics were more in line with issuers at the
lower end of the category. Prior to the coronavirus outbreak,
MTOR's EBITDA leverage had trended down toward the mid-2x range
from the high-3x range several years ago, while EBITDA margins had
risen above 10%. FCF margins had improved, and the company
generated consistently positive annual FCF through the last
commercial vehicle cycle.
No country-ceiling, parent/subsidiary or operating environment
aspects impact the rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
-- Global commercial truck production declines steeply in FY2020,
with a partial recovery in FY2021 but not reaching the FY2019 level
for several years;
-- Revenue declines around 30% in FY2020 on lower production
levels, then rises roughly 20% in FY2021 and about 7% in FY2022 on
improving demand conditions, new business wins and some pricing
improvement;
-- Capex runs at about 3% of revenue in FY2020 and then runs at
about 2.5% revenue in the following years;
-- The company fully repays its revolver borrowings by YE FY2020,
primarily funded with proceeds from the proposed notes;
-- The FCF margin for full-year FY2020 is over 5.5%, supported
primarily by cash received from the termination of the WABCO
distribution agreement;
-- The FCF margin in FY2021 runs close to 2.5% and rises toward
4.0% in FY2022;
-- Aside from the share repurchases completed in the first half
of FY2020, the company curtails share repurchase activity until
market conditions are more stable;
-- The company maintains a solid liquidity position, including
cash and revolver capacity, over the next several years.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Maintaining mid-cycle debt/EBITDA leverage below 3.0x;
-- Maintaining mid-cycle FFO leverage below 4.5x;
-- Maintaining a mid-cycle FCF margin of 2.0% or higher;
-- Maintaining a mid-cycle EBITDA margin above 10%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A material deterioration in the global commercial truck or
industrial equipment markets for a prolonged period;
-- An increase in mid-cycle debt/EBITDA leverage to above 4.0x
for an extended period;
-- An increase in mid-cycle FFO leverage to above 5.0x for an
extended period;
-- A decline in the mid-cycle FCF margin to below 1.0% for an
extended period;
-- A decline in the mid-cycle EBITDA margin to below 8.5% for an
extended period.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects MTOR's liquidity will remain
adequate over the intermediate term. The company had $508 million
in cash and cash equivalents at March 31, 2020, after drawing a
total of $304 million on its revolver in the first half of FY2020
to help support its cash liquidity position. In addition to its
cash, MTOR had $321 million in remaining undrawn capacity on its
$625 million secured ABL revolving credit facility that matures in
2024 (although it will mature on Nov. 15, 2023 if $75 million of
its 6.25% notes remains outstanding).
Based on its criteria, Fitch has estimated the amount of cash that
it believes MTOR needs to keep on hand to cover seasonal changes in
cash flows without any incremental borrowing, and it treats this
cash as not readily available for purposes of calculating net
metrics. Based on the company's recent performance, as of March 31,
2020, Fitch has treated $10 million of MTOR's cash as not readily
available.
Debt Structure: As of March 31, 2020, the principal value of MTOR's
long-term debt, including off-balance sheet factoring, was $1.6
billion. MTOR's debt consists of $450 million in senior unsecured
notes, $348 million in convertible notes, $304 million in secured
revolver borrowings, $171 million in secured term loan borrowings,
$104 million in on-balance sheet securitization borrowings and $244
million in off-balance sheet factoring that Fitch treats as debt.
MTOR's convertible notes contain put and call features that allow
for earlier redemption. The $23 million in 7.875% notes due 2026
may be redeemed in FY2020 and the $325 million in 3.25% notes due
2037 may be redeemed in FY2025.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch has adjusted MTOR's debt to include off-balance sheet
factored receivables. Also, for purposes of calculating
EBITDA-based metrics, Fitch has included dividends received from
equity method investments in its calculation of EBITDA. However,
Fitch has not included these dividends in its standalone
calculations of EBITDA or the EBITDA margin.
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).
MERITOR INC: Moody's Confirms Ba3 CFR, Outlook Negative
-------------------------------------------------------
Moody's Investors Service confirmed the ratings of Meritor, Inc.
including the corporate family and Probability of Default ratings
at Ba3 and Ba3-PD, respectively; and also, Meritor's senior
unsecured notes at B1; and assigned a B1 rating to Meritor's new
senior unsecured notes. Meritor's Speculative Grade Liquidity
Rating remains SGL-2. The rating outlook is negative. This action
concludes the review for downgrade initiated on March 26, 2020.
Meritor recently announced the issuance of $300 million in senior
unsecured notes which will rank pari passu with Meritor's existing
senior unsecured notes. The net proceeds of the notes will be used
for general corporate purposes, including paying down borrowings
under the company's revolving credit facility.
Ratings Confirmed:
Issuer: Meritor, Inc.
Corporate Family Rating, at Ba3
Probability of Default Rating, at Ba3-PD
Senior Unsecured Regular Bond/Debenture, at B1 (LGD5)
Rating Assigned:
Issuer: Meritor, Inc.
New Senior Unsecured Regular Bond/Debenture, at B1 (LGD5)
Outlook Actions:
Issuer: Meritor, Inc.
Outlook, Changed To Negative from Rating Under Review
RATINGS RATIONALE
The confirmation of Meritor's Ba3 CFR reflects Moody's expectation
that Meritor will maintain its strong competitive position as a
major supplier of commercial vehicle drivetrains, brakes, and
aftermarket products to the commercial vehicle, transportation, and
industrial sectors over the intermediate-term. North American Class
8 build rates will experience a dramatic near-term decline in
volumes resulting from the cyclical downturn in 2020 further
exacerbated by the impact of the coronavirus pandemic. Moody's now
expects North American Class 8 truck build rates to drop by about
half, compared with its previous expectation of a 25%-30% fall.
Further, the recovery in Class 8 build rates in 2021 is likely to
be less robust than previously forecast. Yet, Meritor's good
liquidity profile, bolstered by the proceeds of the $300 million
note issuance, will support operational flexibility over the next
four quarters.
Meritor's operational flexibility is supported by strong
improvement in EBITA margins over the recent years improving to
about 9% for FYE 2019 (including Moody's adjustments) from about
5.6% in 2016. With adjusted Debt/EBITDA of about 3.2x at FYE 2019,
the company was well positioned for the pre-coronavirus expected
2020 North American cyclical downturn in Class 8 vehicle build
rates. Following temporary customer manufacturing closings due to
the coronavirus pandemic, Meritor initialed a number of actions to
help mitigate the negative impact on volumes, including salary
reductions, temporary layoffs, and reductions in discretional and
capital spending. Also helping to mitigate lower Class 8 demand is
Meritor's aftermarket business, estimated at about 33% of
revenues.
Meritor's debt/EBITDA as of March 31, 2020 was about 5.1x which
Moody's expects to further deteriorate through the company's fiscal
year end September 2020 before gradually recovering into the second
half of calendar 2020. Negative free cash flow is now expected to
be over $100 million by fiscal year end September 2020, with
significant negative free cash in the company's third quarter
ending June 2020. Moody's expects free cash flow on an LTM basis to
return to the positive levels in the low $100 million range in the
back half of the company's fiscal year ending September 2021.
The Speculative Grade Liquidity rating of SGL-2 reflects
expectations for good liquidity over the next 4 quarters to contend
with declining North American Class 8 production trends. Meritor's
liquidity profile is supported by $508 million, as of March 31,
2020. Availability under the $625 million revolving credit facility
as of March 31, 2020 was $321 million after $304 million of
borrowings. Revolver availability will be enhanced from the net
proceeds of the $300 million note offering which is expected to
largely paydown borrowings. Moody's now anticipates that Meritor's
free cash flow generation will be about negative 7% of adjusted
debt for fiscal year-end September 2020 with weaker than expected
Class 8 build rates resulting from the coronavirus pandemic, and
industry cyclicality. The credit facility is expected to have
sufficient cushion under the covenant of a priority debt/EBITDA
ratio test. As of March 31, 2020, the company utilized about $352
million of receivables factoring and securitization facility
arrangements which has been an ongoing practice, but is also a
potential funding risk if factoring arrangements are not continued.
Most of these arrangements are under long-term committed
facilities.
The negative outlook reflects the uncertain pace of recovering
commercial vehicle production for Meritor's customers,
manufacturing inefficiencies in Meritor's operations as it ensures
employee safety, and the risk of a second wave of increasing
coronavirus infection rates as the US and European regions continue
opening up their economies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded with evidence of greater than expected
financial flexibility including cost controls to produce an EBITA
margin in the mid-teens, along with EBITA / interest exceeding 5x,
and debt / EBITDA around the mid 2x level.
The ratings could be downgraded with expectations of an EBITA
margin below 7%, EBITA / interest approaching 2.5x or debt / EBITDA
above 4x through the second half of 2021. Other potential events
that could result in a downgrade include meaningful loss of market
position, a weakening of the company's liquidity profile, or more
aggressive financial policies such as increased target leverage or
return of capital to shareholders.
Meritor's role in the commercial vehicle industry exposes the
company to material environmental risks arising from increasing
regulations on carbon emissions. Commercial fleet operators' demand
for electrified vehicles is anticipated to develop over the longer
term. Yet, as commercial vehicle manufacturers seek to introduce
more electrified powertrains, Meritor is developing products to
meet this need in each of its customer end-markets and regions.
The principal methodology used in these ratings was the Automotive
Supplier Methodology published in January 2020.
Meritor, Inc., headquartered in Troy, MI, is a leading global
supplier of drivetrain, mobility, braking and aftermarket solutions
for commercial truck, trailer, off-highway, defense, specialty and
aftermarket customers around the world. Revenues for the LTM period
ended March 31, 2020 were approximately $4 billion.
MESA MARKETPLACE: Unsecureds Not Impaired Under Plan
----------------------------------------------------
Mesa Marketplace Center, LLC, submitted a Plan and a Disclosure
Statement.
The income producing asset is the Strip Mall located at 1440 S.
Country Club Dr., Mesa AZ 85210. At the time of filing, there were
tenants owing $12,500.00 for February. This money has been
collected. SRP has a security deposit of $2,500 and Debtor had
$2,000 in bank accounts on the date of filing.
The Plan treats claims as follows:
* Class 3A SMS Financial. This class is impaired with an amount
due of $3,538.606 and bearing an interest rate of 4.65%. This
class will be paid monthly of $13,712 for 36 Months.
* Class 4A Kenny Eng (Wages). This class is impaired with an
amount due of 30,000. Kenny Eng's wages will be paid upon the
refinance or sale of the Strip Mall.
* Class 6 Class of General Unsecured Claims. This class is not
impaired. The general unsecured creditors are Kelly Black, Esq.,
Mike Smith and Kenny Eng. These claims will be paid in full for
the valid proof of claim amount filed. The Debtor will pay the
general unsecured creditors $250 a month in their pro rata shares.
The payments will be made semi-annually. Upon the refinance or
sale of the property, the general unsecured claims will be paid in
full.
The first day of the month following the confirmation of the Plan,
the Debtor will make the following monthly payments through the
Plan:
a. SMS Financial: $13,712
b. Property Taxes: $4,600
c. General Unsecured: $250
----------
TOTAL: $17,562
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/ycbcsoerfrom PacerMonitor.com at
no charge.
Attorney for the Debtor:
James Portman Webster
James Portman Webster Law Office, PLC
1845 S. Dobson Rd., Suite 201
Mesa, AZ 85202
Tel: (480) 464-4667
Fax: (888) 214-8293
E-mail: help@JPWLegal.com
About Mesa Marketplace Center
Mesa Marketplace Center, LLC, is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
Mesa Marketplace Center sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 20-01335) on Feb. 10,
2020. The Debtor previously sought bankruptcy protection (Bankr.
D. Ariz. Case No. 16-10094) on Aug. 31, 2016.
In the petition signed by Kenny Eng, member, the Debtor was
estimated to have $1 million to $10 million in assets and
liabilities.
James Portman Webster, Esq., serves as the Debtor's legal counsel.
MICROCURRENT RESEARCH: Hires Dutton Harris as Accountant
--------------------------------------------------------
Microcurrent Research and Education, LLC, seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Dutton Harris & Co CPAs PLLC, as accountant to the Debtor.
Microcurrent Research requires Dutton Harris to:
a. prepare and file tax returns and conduct tax research
including contacting the Internal Revenue Service;
b. perform normal accounting and other accounting services as
required by the Debtor; and
c. prepare and assist the Debtor in preparing Court ordered
reports, including the U.S. Reports (i.e., Monthly
Operating Reports and a 12 month actual/historical income &
expense report with a five year projection (the "Pro
Forma"), if necessary) and any documents necessary for
the Debtor's disclosure statement.
Dutton Harris will be paid at these hourly rates:
Accountant $450
Staffs $50 to $100
Dutton Harris will be paid a retainer in the amount of $2,000.
Dutton Harris will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Pat H. Erdwurm, partner of Dutton Harris & Co CPAs PLLC, 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.
Dutton Harris can be reached at:
Pat H. Erdwurm
DUTTON HARRIS & CO CPAS PLLC
218 W Illinois Ave. Suite 100
Midland, TX 79701
Tel: 432) 682-0963
E-mail: info@dhc-cpa.net
About Microcurrent Research and Education
Microcurrent Research and Education, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-03018) on April 10, 2020, estimating under $1 million on both
assets and liabilities. Buddy D. Ford, P.A. is the Debtor's legal
counsel.
MIDLAND COGENERATION: Fitch Cuts $395MM Secured Notes to BB-
------------------------------------------------------------
Fitch Ratings has downgraded the rating of Midland Cogeneration
Venture LP's combined $395 million in outstanding senior secured
notes to 'BB-' from 'BB+'. The Rating Outlook is Stable.
RATING RATIONALE
The rating downgrade reflects lower rating case expectations driven
by reduced contracted revenues from the settlement agreement with
Consumers Energy which permanently sets the fixed energy rate at a
lower rate than previous forecasts. The revised expectations result
in a Fitch-calculated average rating case debt service coverage
ratio of 1.16x on the basis of contracted-only revenues and 1.28x
when including forecasted merchant revenues. This level of coverage
suggests a more limited margin of cash flow cushion to support
mandatory debt payments. MCV's operational risk is moderate with a
strong long-term service agreement and significant equipment
redundancy, supporting the Stable Outlook.
MCV's rating is supported by the contracted revenues, assumption of
the fully fixed energy payment under the power purchase agreement
with Consumers Energy (A-/Stable) and steam and energy sales to
Corteva Agriscience Inc. (Corteva; A/Stable). Additionally, MCV is
able to generate merchant cash flows, could provide additional cash
flow to support debt repayment. The unique operational flexibility
of MCV provides unusual resilience not typical of most thermal
plants.
The recent outbreak of coronavirus and related government
containment measures worldwide creates an uncertain global
environment for the power sector in the near term. While MCV's
performance data through most recently available issuer data may
not have indicated impairment, material changes in revenue and cost
profile are occurring across the power sector and likely to worsen
in the coming weeks and months as economic activity suffers and
government restrictions are maintained or expanded. Fitch's ratings
are forward-looking in nature, and Fitch will monitor developments
in the sector as a result of the virus outbreak as it relates to
severity and duration, and incorporate revised base and rating case
qualitative and quantitative inputs based on expectations for
future performance and assessment of key risks.
KEY RATING DRIVERS
Significant Redundancy and Stable Operations (Operation Risk:
Midrange):
MCV self-performs operations, though planned O&M and major
maintenance costs are adequately covered under the LTSA with
investment grade manufacturer affiliate, GE (BBB/Stable) through
final maturity. MCV benefits from a high degree of equipment
redundancy and excess capacity, which has allowed for strong
historical PPA availability in excess of 99% and stable operations.
Accelerated rotor replacements resulted in higher forecasted
capital expenditures. Previously, the rotor replacements were
planned to begin after debt maturity. The absence of a dedicated
O&M and major maintenance reserve is mitigated by coverage provided
under the LTSA, liquidity from the working capital facility and
issuer funded General Reserve and flexibility in capital spend.
Some Fuel Supply Risk (Supply Risk: Midrange):
MCV has some supply risk as a result of its short-term fuel
contract with Shell Energy. However, the short-term nature of the
fuel contract is partially mitigated by an abundant supply of the
resource and substitute fuel suppliers, as well as MCV's track
record of meeting fuel supply requirements dating back to 1990.
Potential price risk stemming from contract replacement or renewal
is mostly mitigated by pass-through of fuel costs via MCV's
off-take agreements, with any remaining exposure hedged with
forward contracts.
Contracted Revenues (Revenue Risk: Midrange):
On average, over 90% of MCV's revenues are contracted between
Consumers at roughly 80%, and Corteva at roughly 10%. Revenues are
fixed-price with a broad indexation to costs, and risk of
performance penalties and PPA termination is limited. The PPA FER
is expected to be permanently fixed once the settlement agreement
is approved in Q121. Cash flows are moderately sensitive to
dispatch levels as the margins generated provide additional cash
flow cushion for debt repayment.
Conventional Debt Structure (Debt Structure: Midrange):
MCV's debt structure consists of senior, fully amortizing,
fixed-rate debt. Bondholders benefit from a forward- and
backward-looking equity distribution test of 1.20x DSCR as well as
leverage limitations, which provide adequate liquidity. MCV also
has a six-month debt service reserve funded with a letter of
credit.
Financial Summary
Fitch's DSCR calculation treats the General Reserve as an operating
expense rather than as a cost offsetting line item. Fitch
calculated a rating case average DSCR of 1.16x with a minimum of
1.08x based only on contracted cash flows. Compared to the last
review, the weaker financial results are due to the lower fixed
energy rate assumed as part of MCV's settlement agreement with
Consumers. An additional rating case scenario including projected
merchant cash flows results in an average DSCR of 1.28x, a 12 bp
improvement. The rating case profile is on the weaker end for the
rating level but is moderated by the demonstrated stable operating
history, potential merchant cash flow support, and operational
flexibility to delay other discretionary capital projects if
needed. The resulting lower coverages indicate an elevated
vulnerability to default risk; however, MCV's level of flexibility
is unique and provides cushion to withstand temporary periods of
underperformance to support continued servicing of the debt.
PEER GROUP
The rating is comparable to other thermal projects, which may have
slightly higher coverages but lack the level of operational
flexibility of MCV. Lea Power (BB+/Stable Outlook) has an average
rating case DSCR of 1.40x and minimum of 1.20x, but historically
experienced higher than forecasted operating expenses and lacks
equipment redundancy. Higher rated peers such as Orange Cogen
(A-/Stable Outlook) benefit from a stronger rating case DSCR
profile supported by fixed capacity payments alone as sufficient to
cover both operating costs and debt service with ample cushion
remaining.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Pre-funding of forecasted capital expenditures for the
remaining debt term exclusive of operating cash flow;
-- Projected Fitch-calculated rating case DSCR that is
consistently above 1.30x.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Costs consistently exceeding Fitch's rating case forecasts;
-- Projected Fitch calculated rating case DSCR's persistently
falling below 1.15x based on contracted cash flows and 1.20x when
including merchant cash flows;
-- A revision of the settlement agreement with terms that result
in lower coverages under Fitch's rating case.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Public Finance issuers have a
best-case rating upgrade scenario (defined as the 99th percentile
of rating transitions, measured in a positive direction) of three
notches over a three-year rating horizon; and a worst-case rating
downgrade scenario (defined as the 99th percentile of rating
transitions, measured in a negative direction) of three notches
over three years. The complete span of best- and worst-case
scenario credit ratings for all rating categories ranges from 'AAA'
to 'D'. Best- and worst-case scenario credit ratings are based on
historical performance.
TRANSACTION SUMMARY
MCV was formed in 1987 as a limited partnership to convert a
portion of an uncompleted nuclear power plant owned by Consumers
into a 1,633-MW, natural gas-fired, combined cycle, cogeneration
facility.
CREDIT UPDATE
Beginning on May 19, 2020, Midland, Michigan experienced severe
flooding as a result of the failure of two dams on the
Tittabawassee River. The plant was able to continue operating with
one gas turbine. There was minimal damage to some facilities, but
MCV does not anticipate making an insurance claim. Dow Chemical's
wastewater treatment facilities were briefly down, and as a result
Corteva was unable to operate their demineralized water plant and
supply MCV with demineralized water. MCV was using demineralized
water from on-site storage tanks while maintaining low levels of
output. MCV was able to declare 100% availability on the 1240MW PPA
as of May 23 based on partial output from Corteva's demineralized
water plant facilities and MCV's onsite storage tanks. As of May
29, Dow Chemical's wastewater treatment facility was fully repaired
allowing for full facility output at the demineralized water
plant.
Flood damage to MCV is minimal with approximately $500 thousand in
additional maintenance expense to repair flood damage to the site
(some flooding of offices in the warehouse, access road repairs,
guard gate repairs and pump station repairs). Preliminary
unfavorable gross margin impact from the floods is estimated at
approximately $1 million. This includes lower PPA availability and
dispatch, lower steam loads for Corteva and Dow Silicones, lower
Corteva electric load and lower merchant energy sales. MCV is
forecasted to have a more refined estimate in early June. The
potential financial impact of the flood event is forecasted to
reduce the 2020 Fitch base case coverages by 2 bps to 1.33x from
1.35x and rating case coverages by 1 bp to 1.29x from 1.30x.
2019 financial performance was in line with Fitch expectations with
cash flow available for debt service (CFADS) of $111.1 million
versus a Fitch base case expectation of $113.8 million. 2019
Fitch-calculated DSCR of 1.33x was only modestly below the 2018
DSCR of 1.34x and Fitch's 2019 base case DSCR of 1.36x. Overall
performance in 2019 remained stable as MCV continued to demonstrate
strong availability levels and stable operational performance.
In April 2020, MCV reached a tentative settlement agreement with
Consumers. This agreement extends the PPA to March 2030 (from the
current expiration of March 2025) and fixes the FER at $6.12/MWh.
The current FER rate of $6.20/MWh will be in place until the
settlement is approved by the Michigan Public Service Commission,
which is anticipated to occur in Q121. The FER historically
accounted for approximately 18% of MCV's revenue profile and
fluctuated due to factors beyond MCV's control, representing a
potentially substantial price risk to the MCV's financial position.
Although the FER under the settlement agreement is lower than
previously forecasted, having a permanently fixed rate provides MCV
additional financial stability. FER revenues are forecasted to
account for approximately 15% of revenues in Fitch's cases under
the new fixed rate. The settlement also extends the Gas Exchange
and Storage Agreements to be coterminous with the PPA which removes
the previously budgeted $10.5 million in capital expenditures from
2021 to 2022 to build out the gas interconnection facilities. This
was previously budgeted to ensure continued firm gas delivery upon
the original 2023 expiration of the gas agreements when MCV was
planning to switch providers.
MCV continues to maintain stable operations demonstrated by
availability levels exceeding 99%. In 2019, the plant capacity
factor increased to 63.5% (from 56.5% in 2018) largely due to lower
natural gas prices. The higher dispatch is a result of the
continued low natural gas price environment although somewhat
offset by low market energy prices. Dispatch is expected to remain
around similar levels under the current low gas price conditions.
MCV experienced one forced outage since the last review. In March
2020, Unit 9 underwent a visual inspection of the gas turbine hot
gas path, where damage was observed from a piece of the site glass
tube that went into the combustor and through the turbine blades
and vanes. The unit was opened in April 2020 and it was found that
a number of blades and vanes were damaged. The unit is being
repaired for a total estimated cost of $3 million. MCV filed a
claim with their insurance and will be responsible for the $1
million deductible, which is reflected in the financial model. In
2019, MCV also conducted major overhauls on Units 1 and 2. This
work came in on time and well below budget because the units were
in good condition.
The first two rotors as part of the rotor replacement plan were
successfully installed in Q120 during the unit C-inspections with
no major delays or cost increases. The remaining replacements will
continue upon each unit's C-inspection as to not disrupt
operations.
Driven by a new CEO, staffing levels have been reviewed and a
restructuring is ongoing. Changes largely focus on increasing
efficiency and streamlining operations. As of January 2020, MCV had
113 employees; this is expected to be reduced to 80 by YE 2020 and
69 by 2023. As a result, staffing expenses are anticipated to
decline over the next few years from $20.6 million in 2020 to $14.3
million by 2023 as MCV begins to realize the cost savings.
The Steam and Electric Power Agreement was assigned from Dow
Chemical Company to Corteva Agriscience Inc with no changes in the
original terms. The assignment was part of the continuation of the
DowDuPont merger and subsequent spin offs where Corteva became a
standalone company from DowDuPoint in July 2019. The assignment of
the agreement is not expected to have any material impacts to the
contracted revenues of MCV.
MCV has been minimally impacted by the coronavirus pandemic.
Non-essential employees are working from home, and maintenance and
operations personnel have been working extended days on/days off
shifts to minimize the number of people accessing the site. The
continuation of lower natural gas prices has partially insulated
MCV from a significant reduction in dispatch amidst the coronavirus
pandemic. However, the impact of demand distortion in the market
was experienced in April, with an approximately 10% reduction in
demand.
FINANCIAL ANALYSIS
No changes were made to stresses in Fitch's cases. The cases
incorporate the assumption of the $6.12/MWh fixed energy rate. The
Fitch calculated DSCRs treat General Reserves as an operating
expense rather than a cost offsetting line item.
Fitch's base and rating case assume availability averaging 99%, a
SEPA load of 46 MW, a 30% haircut to ancillary and arbitrage
revenues, and exclusion of merchant and black start sales. Fitch's
base case assumes inflationary cost growth and a heat rate in line
with historical averages. Fitch's base case DSCRs average 1.22x
with a minimum of 1.13x.
Fitch's rating case assumes a 5% higher cost profile, a 1% increase
to the heat rate, and higher fuel prices. In Fitch's rating case,
DSCRs average 1.16x with a minimum of 1.08x. MCV has a high level
of equipment redundancy to withstand temporary operational issues
that may arise. Management indicates that one to three gas turbines
can be down at a time depending on the season while still
continuing to maintain 100% PPA availability.
Additional base and rating case scenarios were run that include
merchant assumptions from MCV's merchant capacity and energy
revenues. The merchant forecasts are based on Fitch's merchant base
and low gas and power price decks. Under the base case coverages
that include merchant revenues, DSCR average 1.35x with a minimum
of 1.27x. Under rating case, DSCR averages 1.28x with a minimum of
1.21x. Merchant cash flows provide on average an additional
coverage cushion of 12 bps. Historically MCV has shown the ability
to generate merchant cash flow with historical DSCRs from 2015-2019
averaging 1.38x. The resulting coverages demonstrate the
flexibility available to generate additional cash flow cushion to
support repayment of the debt.
SECURITY
Collateral includes a first-lien security interest for the benefit
of all senior secured noteholders, 100% of the assets of the
issuer; 100% of the sponsors' equity interests in the issuer; all
material project documents and agreements; the funds of collateral
accounts and all permitted investments; all insurance and
reinsurance and condemnation awards; and all revenues. Shell Energy
also holds a $100 million pari passu lien for the above assets and
interests as collateral under the obligation of the secured
commodity agreement.
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).
MIDTOWN CAMPUS: Seeks to Hire Becker & Poliakoff as Special Counsel
-------------------------------------------------------------------
Midtown Campus Properties, LLC, seeks authority from the United
States Bankruptcy Court for the Southern District of Florida to
hire Becker & Poliakoff, P.A. as special construction counsel.
Becker & Poliakoff will represent the Debtor in the special counsel
matters, including negotiating and resolving its disputes and other
construction issues related to the Project and its completion, and
render, among other services, the representation of Debtor in the
following pending state court actions: Midtown Campus Properties,
LLC v. Pedreiras Inc. et al. pending in the Fifteenth Judicial
Circuit Court in and for Palm Beach County, Florida, Case No.:
50-2019-CA-000768 and Pedreiras, Inc. v. Midtown Campus Properties
LLC et al. pending in the Eleventh Judicial
Circuit Court in and for Miami-Dade County, Florida Case No.:
19-021551-CA-24.
Becker & Poliakoff fees are:
Steven B. Lesser Attorney $400
Allen M. Levine Attorney $550
William H. Strop Attorney $375
Darren M. Goldman Attorney $400
Ryan Carpenter Attorney $250
Raquael Corley Paralegal $140
Becker & Poliakoff does not represent or hold any interest adverse
to the Debtor or the Debtor's estates with respect to the special
counsel matters, according to court filings.
The firm can be reached through:
William H. Strop, Esq.
BECKER & POLIAKOFF, P.A.
1 East Broward Blvd., Suite 1800
Ft. Lauderdale, FL 33301
Tel: 954-987-7550
Fax: 954-985-4176
About Midtown Campus Properties
Midtown Campus Properties, LLC is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)), whose principal assets are
located at 110 NW 17th Street Gainesville, FL 32603.
Midtown Campus Properties, LLC, filed its voluntary petition under
Chapter 11 of the Bankruptcy Court (Bankr. S.D. Fla. Case No.
20-15173) on May 8, 2020. In the petition signed by Oscar A. Roger,
authorized officer, the Debtor estimated $50 million to $100
million in both assets and liabilities. Paul J. Battista, Esq. at
GENOVESE JOBLOVE & BATTISTA, P.A. represents the Debtor as counsel.
MIKE HONOVICH: Seeks to Hire Barron & Newburger as Counsel
----------------------------------------------------------
Mike Honovich Enterprises, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ Barron
& Newburger, PC, as counsel to the Debtor.
Mike Honovich requires Barron & Newburger to:
a. advise the Debtor of its rights, powers, and duties as a
debtor-in-possession continuing to manage its assets;
b. review the nature and validity of claims asserted against
the property of the Debtor and advise the Debtor concerning
the enforceability of such claims;
c. prepare on behalf of the Debtor all necessary and
appropriate applications, motions, pleadings, draft orders,
notices, schedules, and other documents and review all
financial and other reports to be filed in the Chapter 11
case;
d. advise the Debtor concerning and prepare responses to,
applications, motions, complaints, pleadings, notices, and
other papers which may be filed in the Chapter 11 case;
e. counsel the Debtor in connection with the formulation,
negotiation, and promulgation of a plan of reorganization
and related documents;
f. perform all other legal services for and on behalf of the
Debtor which may be necessary and appropriate in the
administration of the Chapter 11 case and the Debtor's
business; and
g. work with professionals retained by other parties in
interest in the bankruptcy case to attempt to obtain
approval of a consensual plan of reorganization of the
Debtor.
Barron & Newburger will be paid at these hourly rates:
Attorneys $275 to $500
Support Staff $40 to $100
Prior to the Petition Date, Barron & Newburger received a retainer
in the amount of $9,217. The Debtor applied $2,520 for pre-petition
fees, leaving a balance of $6,697 remains.
Barron & Newburger will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Stephen W. Sather, partner of Barron & Newburger, PC, 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.
Barron & Newburger can be reached at:
Stephen W. Sather, Esq.
BARRON & NEWBURGER, PC
7320 N. Mopac Expy., Ste. 400
Austin, TX 78731
Tel: (512) 476-9103
E-mail: ssather@bn-lawyers.com
About Mike Honovich
Texas Flatworks is a fully insured concrete contractor in Round
Rock, Texas.
Mike Honovich Enterprises, doing business as Texas Flatworks, filed
a Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-10620) on May
27, 2020. In the petition signed by Mike Honovich, manager, the
Debtor disclosed $3,146,870 in assets and $3,073,095 in
liabilities. The Hon. Tony M. Davis oversees the case. BARRON &
NEWBURGER, P.C., serves as bankruptcy counsel.
MILLMAC CORPORATION: Seeks to Hire Bay Area as Auctioneer
---------------------------------------------------------
Millmac Corporation seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Bay Area Auction
Services, LLC, as its auction of personal property at the Debtor's
business facility located in Bartow, Florida.
On Jan. 3, 2020, the Debtor filed its Application for Authorization
to Employ Junktiques Auctions, LLC to Conduct an Auction for Sale
of Personal Property (Doc. No. 25). The Court granted that
application and authorized the Debtor to employ Junktiques
Auctions, LLC to sell the Property. After entry of the Sale Order,
Junktiques advised the Debtor that it no longer was willing or able
to conduct the auction of the Property.
The Debtor has arranged to sell the Property through Bay Area
Auction, subject to the Court's approval of this Application. The
auction is to be conducted by Bay Area Auction pursuant to the
terms of the Personal Property Auction Contract.
Bay Area Auction will be compensated at a rate of 20 percent, which
includes the auction set up and advertising fees, plus $2,000 for
moving fees.
Bay Area Auction is disinterested as such term is defined in the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Greg Farmer
Bay Area Auction Services, LLC
8010 U.S. Hwy.19 N.
Pinellas Park, FL 33781
Phone: +1 727-548-9303
About Millmac Corporation
Millmac Corporation is a provider of specialized marine labor, ship
repair and dredging for industrial and residential uses.
Based in Bartow, Fla., Millmac Corporation filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 19-11877) on Dec.
18, 2019. In the petition signed by Michael J. Miller, president,
the Debtor disclosed $1,308,639 in assets and $1,619,039 in
liabilities. Susan Heath Sharp, Esq., at Stichter, Riedel, Blain &
Postler, P.A., is the Debtor's legal counsel.
MITCHELL INT'L: Moody's Affirms B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed Mitchell International, Inc.'s
B3 corporate family rating and B3-PD probability of default rating.
Moody's also affirmed the B2 (LGD3) rating on the senior secured
first lien credit facilities and the Caa2 (LGD6) rating on the
senior secured second lien credit facility. The outlook is stable.
Affirmations:
Issuer: Mitchell International, Inc.
Corporate Family Rating, Affirmed B3.
Probability of Default Rating, Affirmed B3-PD
Gtd. Senior Secured 1st Lien Revolver, Affirmed B2 (LGD3)
Gtd. Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
Gtd. Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD6)
Outlook Actions:
Issuer: Mitchell International, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Mitchell's B3 corporate family rating reflects the company's very
high 8.5x debt-to-EBITDA leverage and weak free cash flow with
FCF/Debt below 2.5% (both metrics Moody's adjusted as of December
2019). The deleveraging trend, from the roughly 10x level at the
time of the merger with Genex Services, Inc. in October 2018, will
be interrupted by headwinds caused by COVID-19. The coronavirus
recession will result in credit deterioration in 2020, but
Mitchell's long-term organic growth rate, in the low to mid
single-digit percentage, combined with increasing profitability
from the ongoing integration with Genex, is expected to support
long-term credit improvement. However, the uncertain impact and
duration of the COVID-19 shock elevates risks. A longer than
expected recession could constrain liquidity and pressure the
rating. Mitchell relies on workers' compensation and auto claim
volumes to generate the majority of its revenue. Record
unemployment levels and travel limitations will also pressure the
business model. Mitchell's financial strategy, a key governance
consideration under Moody's ESG framework, is expected to continue
to pursue aggressive financial policies and sustain very high
leverage. Moody's anticipates additional debt-funded acquisitions
as Mitchell continues to expand its offerings, such as the
announced purchase of Coventry Workers' Comp Services, which is
expected to close in 3Q20.
The rating is supported by Mitchell's scale as a diversified cost
containment provider with a broad suite of solutions. The 2018
merger with Genex enhanced Mitchell's legacy retrospective
cost-containment technology by incorporating clinical services that
reduce spend prospectively through teams of nurses and case
managers. Mitchell maintains leading positions in North American
auto physical damage and auto casualty claims, as well as workers'
compensation casualty and clinical services. The credit profile
also reflects customer contracts that provide a fairly predictable
revenue base, despite its reliance on claim volumes, which
partially mitigates Mitchell's high financial leverage.
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook and asset price declines are
creating a severe and extensive credit shock across many sectors,
regions and markets. The combined credit effects of these
developments are unprecedented. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. Record
unemployment rates, a reduction in miles driven and the overall
recessionary environment caused by the COVID-19 pandemic will
impact Mitchell's revenue, which relies on workers' compensation
and auto insurance claim volumes for its services.
The stable outlook reflects the expectation that Mitchell will
generate weak, but positive, free cash flow in 2020, despite a
decline in organic revenue growth and lower profitability due to
COVID-19 headwinds. Debt/EBITDA will increase in 2020 but will
return to current levels around 8.5x (Moody's adjusted) by 2021 and
continue a deleveraging trend thereafter, in the absence of
leveraging transactions. Organic revenue declines and scale
reduction will lower EBITDA margins in 2020, partially offset by
benefits from the Genex integration and cost reduction initiatives.
Moody's anticipates EBITDA margins to return to current levels
around 20% or above by 2021 (Moody's adjusted). Moody's expects the
coronavirus impact will result in weak 2Q20 and 3Q20 quarters, with
a slow recovery starting in the latter part of 3Q20, leading to an
overall 2020 organic revenue growth decline in the low to mid
single-digit range. The outlook and credit rating could be
pressured if social distancing measures remain in place longer than
anticipated or the recessionary environment caused by COVID-19 adds
additional pressure to Mitchell's business.
The ratings for the individual debt instruments incorporate
Mitchell's overall probability of default, reflected in the B3-PDR,
and the loss given default assessments for the individual
instruments. The first lien credit facilities, consisting of the
$125 million revolver expiring in 2022 and the $1.6 billion term
loan maturing in 2024, are rated B2, one notch higher than the B3
corporate family rating, with a loss given default assessment of
LGD3. The B2 first lien instrument ratings reflects their relative
size and senior position ahead of the second lien term loan that
would drive a higher recovery for first lien debt holders in the
event of a default. Mitchell's $300 million second lien term loan,
due 2025, is rated Caa2, two notches below the corporate family
rating, with a loss given default assessment of LGD6.
Liquidity is adequate, with cash balances of $182 million as of
March 2020, including a fully drawn $125 million revolver, and free
cash flow to debt in the 0%-2% range over the next 12 months, which
will suffice to cover mandatory debt amortization payments of
roughly $17 million annually. The secured credit facility is
covenant-lite, with a loose 8x springing first lien leverage limit
applicable only when there is at least 35% outstanding under the
revolver. Moody's anticipates Mitchell will continue to be in
compliance with the covenant over the next 12 months. Moody's
expects the company will repay the revolver draw as the economic
environment recovers from the COVID-19 shock.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely over the next 12 months given the
expectation for credit deterioration due to the recessionary
macroeconomic environment caused by COVID-19, which will negatively
affect growth and margins. In the longer term, Mitchell's ratings
could be upgraded (all metrics Moody's adjusted) if Moody's expects
1) stronger than anticipated revenue and profitability growth; 2) a
significant improvement in leverage metrics, with debt/EBITDA
sustained below 6x and free cash flow as a percentage of total debt
above 5%; and 3) a track record of more conservative financial
policies.
Mitchell's ratings could be downgraded if the recessionary
environment caused by COVID-19 deteriorates, extending the expected
timeline to delever and weakening Mitchell's liquidity position.
The ratings could also be downgraded (all metrics Moody's adjusted)
if 1) long-term revenue growth or profitability decline materially
due to integration challenges, customer losses, pricing pressures
or increasing competition; 2) Moody's expects weaker than
anticipated long-term growth or deteriorating margins will keep
leverage above 8x without a clear path to deleveraging; 3)
liquidity diminishes or free cash flow to debt falls to break-even
levels or becomes negative; or 4) Moody's expects (EBITDA --
capex)/interest expense coverage to decline below 1x.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Mitchell International is a leading provider of cost containment
solutions for insurance companies, third party administrators and
self-insured employers. The company operates three business
segments: clinical, casualty and APD. The APD segment provides
data, software, and services to support the estimating,
adjudication, and processing of automobile physical damage
insurance claims. The casualty segment includes services and
technology to support auto-related bodily injury claims, workers'
compensation claims and pharmacy network services for prescriptions
related to casualty claims. The clinical segment comprises the
majority of Genex's legacy operations and provides clinical case
management services, independent medical exams for workers'
compensation claimants and other ancillary network services. The
company generated $1.2 billion in revenue in 2019. Private equity
sponsor Stone Point Capital acquired both Mitchell and Genex in
early 2018, and combined the two companies in October 2018.
MOTIV8 INVESTMENTS: Taps First Family Homes as Real Estate Broker
-----------------------------------------------------------------
Motiv8 Investments, LLC, seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire First Family
Homes as its real estate broker.
The firm will assist in the sale of Debtor's property located at
6901 Cahuenga Park Trail, Los Angeles.
Richard Diaz, the firm's real estate broker who will be providing
the services, will receive a 1 percent commission on the sales
price to be shared with the buyer's broker, if any.
Mr. Diaz disclosed in court filings that he is disinterested within
the meaning of Section 101(14) of the Bankruptcy Code.
The broker can be reached through:
Richard V. Diaz
First Family Homes
12027 Paramount Blvd
Downey, CA 90242
Direct: (562) 862-7373
Office: (562) 862-7373
About Motiv8 Investments
Motiv8 Investments, LLC is a privately-held company in California
that operates as a real estate investment company involved in
buying, renovating and reselling real properties.
Motiv8 Investments filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 20-10142) on Jan. 21, 2020. Debtor first sought
bankruptcy protection (Bankr. C.D. Cal. Case No. 18-16732) on June
11, 2018.
In the petition signed by Sergio Moreno Morales, manager, Debtor
was estimated to have $500,000 to $1 million in assets and $1
million to $10 million in liabilities.
Judge Martin R. Barash oversees the case. The Law Offices of
Lionel E. Giron is Debtor's legal counsel.
MULTIMEDIA ADVERTISING: Seeks Authority on Cash Collateral Use
--------------------------------------------------------------
Multimedia Advertising Services, LLC, seeks authorization from U.S.
Bankruptcy Court for the Northern District of New York to use cash
collateral and to pay for pre-petition wages.
The Debtor believes ReadyCap Lending, LLC, American Express
Merchant Financing, Complete Business Solutions Group (CBSG), On
Deck, Swift Financial, LLC, and Small Business Financial Solutions,
LLC may assert that Debtor's deposit accounts, accounts receivable
and monies are subject to their respective security interests.
As of the filing date, the approximate balance owing to these
Creditors are as follows:
-- ReadyCap is owed $423,992
-- American Express is owed $99,375
-- CBSG is owed $3,986
-- On Deck is owed $21,605
-- Swift Financial is owed $99,375
Multimedia Advertising Services LLC operates an advertising agency
that caters primarily to plumbing, heating and air conditioning
home service contractors. The agency operates at 1 Crestmont Rd.,
Binghamton, N.Y.
Multimedia Advertising Services sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-60558) on May
14, 2020. The Petition was signed by Michael D. Morosi, member.
The Debtor is represented by Peter A. Orville, Esq. at Orville &
McDonald Law, P.C. At the time of filing, the Debtor was estimated
to have at least $50,000 in assets and $500,001 to $1 million in
liabilities.
MULTIMEDIA ADVERTISING: Taps Peter A. Orville as Legal Counsel
--------------------------------------------------------------
Multimedia Advertising Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of New York to employ
Orville & McDonald Law, P.C. as its legal counsel.
Orville & McDonald will provide the following services to Debtor:
(a) advise Debtor of its powers and duties in the continued
operation of its business and in the management of its property;
(b) take necessary actions to avoid liens against Debtor's
property, remove restraints against the property or remove any
encumbrances or liens which are avoidable;
(c) take necessary actions to enjoin and stay until final
decree any attempts by secured creditors to enforce liens upon
property of Debtor in which it has substantial equity;
(d) represent Debtor in any proceedings which may be
instituted in the bankruptcy court by creditors or other parties;
and
(e) prepare legal papers.
The hourly rates for the firm's professionals designated to provide
the services are as follows:
Peter Orville $350
Zachary McDonald $250
Non-lawyer staff $125
The retainer fee is $6,500.
Orville & McDonald Law does not represent any interest adverse to
Debtor and its bankruptcy estate, according to court filings.
The firm can be reached through:
Peter A. Orville, Esq.
Orville & McDonald Law, P.C.
30 Riverside Drive
Binghamton, NY 13905
Telephone: (607) 770-1007
Facsimile: (607) 770-1110
Email: peteropc@pronetisp.net
About Multimedia Advertising Services
Multimedia Advertising Services, LLC, which conducts business under
the name Contractor 20/20, offers profit consulting and advertising
agency work for plumbing, HVAC, and electrical contractors in over
40 states in the U.S. and Canada.
Multimedia Advertising Services sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-60558) on May
14, 2020. The petition was signed by Michael D. Morosi, member.
Judge Diane Davis oversees the case. Orville & McDonald Law, P.C.
is Debtor's legal counsel.
MUSCLE MAKER: Court Conditionally Approves Disclosure Statement
---------------------------------------------------------------
Judge Karen K. Specie has ordered that the disclosure statement
explaining the Chapter 11 Plan filed by Muscle Maker Grill
Tallahassee, LLC, is conditionally approved.
June 18, 2020, is fixed as the last day for filing and serving
written objections to the Disclosure Statement, and is fixed as the
last day for filing acceptances or rejections of the plan.
A hearing to consider confirmation of the Plan will be held via
CourtCall on June 25, 2020 at 10:30 a.m., Eastern Time.
Objections to confirmation will be filed and served seven days
before June 25, 2020.
About Muscle Maker Grill Tallahassee
Muscle Maker Grill Tallahassee is a fast casual restaurant brand
that serves nutritious alternatives to traditional dishes.
Based in Tallahassee, Fla., Muscle Maker Grill Tallahassee filed a
Chapter 11 petition (Bankr. N.D. Fla. Case No. 19-40280) on May 16,
2019, listing under $1 million in both assets and liabilities.
Robert C. Bruner, Esq., at Bruner Wright, P.A., is serving as the
Debtor's counsel.
NEONODE INC: Forsakringsaktiebolaget Has 5% Stake as of June 1
--------------------------------------------------------------
Forsakringsaktiebolaget Avanza Pension disclosed in a Schedule 13G
filed with the Securities and Exchange Commission that as of June
1, 2020, it beneficially owns 460,282 shares of common stock of
Neonode, Inc., which represents 5.02 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/bh2SLK
About Neonode
Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops
optical touch and gesture control solutions for human-machine
interface with devices and remote sensing solutions for driver and
cabin monitoring features in automotive and other application
areas. The Company offers its touch and gesture control technology
under the brand name "zForce".
Neonode recorded a net loss attributable to the Company of $5.30
million for the year ended Dec. 31, 2019, compared to a net loss
attributable to the Company of $3.06 million for the year ended
Dec. 31, 2018. As of March 31, 2020, the Company had $5.60 million
in total assets, $2.95 million in total liabilities, and $2.65
million in total stockholders' equity.
NEOVASC INC: Raises $5 Million from Convertible Note Offering
-------------------------------------------------------------
Neovasc Inc. has issued a final convertible note in the principal
amount US$1 million to Strul Medical Group, LLC. Following the
earlier issuance to Strul of a convertible note in the principal
amount of US$4 million and 2,573,959 warrants, the Company has
raised aggregate gross proceeds of US$5 million.
Pursuant to the Offering the Company issued notes in the aggregate
principal amount of US$5 million, convertible at $2.81525 per
common share for 1,776,041 common shares, and 2,573,959 Warrants
exercisable at $ 2.634 per Warrant share with a 4 year term. The
2020 Notes bear interest at the rate of 8% computed on the basis of
a 360-day year and twelve 30-day months and are payable in
additional 2020 Notes on the date that is six-months after issuance
and on each six-month period thereafter up to, and including, the
maturity date. The 2020 Notes have a maturity date of 48-months
after issuance with a holder's option for early redemption at
24-months.
Neovasc intends to use the net proceeds from the Offering for the
development and commercialization of the Neovasc Reducer,
development of the Tiara and general corporate and working capital
purposes.
The 2020 Notes and Warrants were qualified for distribution in each
of the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba and Ontario by way of a prospectus supplement dated May
26, 2020 to the Company's base shelf prospectus dated July 12,
2018. The Prospectus supplement relating to the Offering is
available on the Company's profile on the SEDAR website at
www.sedar.com.
About Neovasc Inc.
Neovasc -- http://www.neovasc.com/-- is a specialty medical device
company that develops, manufactures and markets products for the
rapidly growing cardiovascular marketplace. Its products include
the Reducer, for the treatment of refractory angina, which is not
currently commercially available in the United States (2 U.S.
patients have been treated under Compassionate Use) and has been
commercially available in Europe since 2015, and Tiara, for the
transcatheter treatment of mitral valve disease, which is currently
under clinical investigation in the United States, Canada, Israel
and Europe.
Neovasc recorded a net loss of $35.13 million for the year ended
Dec. 31, 2019, compared to a net loss of $107.98 million for the
year ended Dec. 31, 2018. As at Dec. 31, 2019, the Company had
$10.10 million in total assets, $24.55 million in total
liabilities, and a total deficit of $14.44 million.
Grant Thornton LLP, in Vancouver, Canada, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated March 30, 2020 citing that the Company incurred a
comprehensive loss of $33,618,494 during the year ended Dec. 31,
2019, and as of that date, the Company's liabilities exceeded its
assets by $14,445,765. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
NEW RESIDENTIAL: Moody's Confirms B1 CFR & Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service has confirmed New Residential Investment
Corp.'s corporate family rating at B1 and its long-term issuer
rating at B3, concluding the review for downgrade initiated on
April 6, 2020. The outlook was changed to negative from ratings
under review.
The confirmation of New Residential's ratings reflects Moody's
assessment that the company has improved its liquidity profile and
achieved higher capital levels, as the company transitions to a
smaller operating business focused on residential mortgage
origination and servicing, as well as investment in mortgage
assets.
The rapid and widening spread of the coronavirus outbreak and
falling oil prices have led to a severe and extensive credit shock
across many sectors, regions and markets. Given Moody's expectation
for deteriorating profitability, capital and liquidity, the
mortgage servicing sector is among those most affected by this
credit shock. Moody's regards the coronavirus outbreak as a social
risk under its environmental, social and governance framework,
given the substantial implications for public health and safety.
RATINGS RATIONALE
The confirmation of New Residential's ratings reflects Moody's
assessment of the company's ability to manage its near-term
liquidity needs to-date owing to higher liquidity, and attain
higher capital level in the face of the coronavirus pandemic
unprecedented disruption. While Moody's expects the company's
liquidity to remain under pressure over the next 12-18 months in
this challenging operating environment, its standalone credit
profile benefits from strengthened higher capital levels.
The company experienced an approximately 34% decline in book equity
during the first quarter of 2020 due to losses on sales for a large
portion of its assets at distressed levels to meet margin calls on
its credit facilities. Despite the decline in book equity, New
Residential's capital level, as measured by tangible common equity
to tangible managed assets grew to 18.2% as of 31 March 2020 from
14.9% at year-end 2019. The improved capitalization was achieved
through a larger decline in assets, due to the sales than equity in
the first quarter, resulting in higher capital metrics, evidencing
the company's greater ability to absorb unexpected losses, given
its reduced size.
Elevated origination volumes, strong gain-on-sale margins and
reduced reliance on mark-to-market financing should support solid
profitability and less volatility in book equity for New
Residential over the next 12-18 months, from what it experienced in
the first quarter of 2020 when asset sales and mark-to-market of
its MSR portfolio led New Residential to report a large net loss of
$1.6 billion. Furthermore, the company has enhanced its liquidity
profile by reducing its reliance on short-term secured funding and
mark-to-market financing, and has increased its servicer advance
capacity with existing lenders by approximately $1.8 billion since
the end of the first quarter of 2020, including $625 million agreed
to in principle.
The revision of the outlook to negative for New Residential
reflects Moody's view that challenging operating conditions will
continue to pressure the company's liquidity, including the
uncertain level of servicing advance obligations resulting from
increasing delinquencies, over the next 12-18 months. Mortgage
servicers are obligated to make advance principal and interest
payments as well as payments for property taxes, homeowners
insurance and default proceedings, when the borrower fails to do.
The negative outlook also reflects the risks for creditors from the
potential impairment to the company's franchise and the transition
risk associated with its recent sizeable downsize, as well as and
the firm's new strategic direction following these events.
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, and asset price declines are
creating a severe and extensive credit shock across many sectors,
regions and markets. The non-bank mortgage sector has been one of
the sectors affected by the shock. Moody's regards the coronavirus
outbreak as a social risk under its environmental, social and
governance framework, given the substantial implications for public
health and safety. Its rating action reflects the impact on New
Residential of the breadth and severity of the shock, and the
deterioration in credit quality it has triggered.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. The outlook could return to stable if
the company continues to reduce its reliance on short-term secured
funding while improving its profitability and maintaining strong
capital, as it transitions to a smaller entity focused on mortgage
origination and servicing, as well as investing in mortgage assets;
for example, net income to average managed assets and TCE/TMA
remain above 2.5% and 17.5%, respectively.
The ratings could be downgraded if the company's liquidity position
deteriorates beyond an adequate buffer to its debt covenants, its
franchise deteriorates demonstrated by materially weakened
profitability, or its capitalization as measured by tangible common
equity to tangible managed assets deteriorates below 15%.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
NEWARK WATERSHED: Unsecureds to be Paid in Full Under Plan
----------------------------------------------------------
Newark Watershed Conservation and Development Corporation submitted
a Chapter 11 Plan and a Disclosure Statement.
The Claim of the City of Newark in the amount of $112,500,
represented the maximum amount the City would be required to expend
for the payment of experts utilized in litigation during the
Chapter 11 case. The NWCDC did not seek payment from the City of
the entire $112,500, but only the amount of $50,000, which is the
valid amount of the City's Claim for payment of expert expenses.
The second Claim of the City of Newark in the amount of $225,000,
represents amounts that the City expended on behalf of the NWCDC
prior to the Chapter 11 filing (the Claims of the City of Newark in
the amount of $50,000 and $225,000 shall be hereinafter referred to
as "the City's Liquidated Claims"). The City's Liquidated Claims
shall be paid in cash, in full, on the Effective Date of the Plan.
The Class of Unsecured Claims will receive payment in full, in
cash, on the Effective Date of the Plan. The Class of Unsecured
Claims will exclude the Claims of the City of Newark and the Claims
of the PBGC.
The allowed claims of the Pension Benefit Guaranty Corporation will
be paid in full, in cash, on the Effective Date of the Plan.
The NWCDC is a non-profit corporation. Therefore there are no true
equity or interest holders of the NWCDC. To the extent that any
party asserts that they are an equity or interest holder of the
NWCDC, such interest shall receive no distribution under the Plan.
The Plan will be funded from the funds in possession of the NWCDC
and any further funds which are obtained as a result of the pending
claims.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/yagolgmj from PacerMonitor.com at
no charge.
Counsel to the Debtor:
DANIEL M. STOLZ, ESQ.
WASSERMAN, JURISTA & STOLZ, P.C.
110 Allen Road, Suite 304
Basking Ridge, New Jersey 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
About Newark Watershed
Newark, New Jersey-based Newark Watershed Conservation and
Development Corporation sought Chapter 11 protection (Bankr. D.N.J.
Case No. 15-10019) on Jan. 2, 2015.
In the petition signed by Joseph M. Hartnett, interim executive
director, the Debtor disclosed total assets of $202,489 and total
liabilities
of $2.07 million.
The Hon. Donald H. Steckroth initially presided over the case.
Following his retirement from the bench, the case was assigned to
Judge Vincent F. Papalia.
Donald W. Clarke, Esq., and Daniel Stolz, Esq., at Wasserman,
Jurista & Stolz, P.C., represent the Debtor in its Chapter 11 case.
NMI HOLDINGS: Moody's Rates $300MM Secured Notes Due 2025 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of NMI Holdings,
Inc. (NMIH - senior secured credit facility Ba2) and the Baa2
insurance financial strength rating of National Mortgage Insurance
Corp (NMIC, and together with NMIH, National MI). Moody's has also
assigned a Ba2 rating to $300 million of senior secured notes to be
issued by NMIH. Net proceeds from the offering are expected to be
used to repay the firm's outstanding senior secured term loan and
for general corporate purposes. The notes mature in 2025 and are
redeemable at the option of the issuer. The outlook on NMIH and its
affiliates is stable.
RATINGS RATIONALE
According to Moody's, National MI's ratings reflect the company's
improved business profile as the company scales its US mortgage
insurance platform, as well as its strong financial profile. The
firm's high-quality insured portfolio, lack of legacy mortgage
insurance exposures and extensive reinsurance program also support
the ratings. These strengths are tempered by the uncertainties
related to mortgage loan credit performance due to the economic
disruption created by the coronavirus pandemic, as well as the
firm's status as the smallest player in the competitive US mortgage
insurance market.
The contraction of the US economy due to coronavirus-related
shutdowns has resulted in a significant increase in the
unemployment rate and deteriorating macroeconomic conditions for
the US housing market. While the fiscal stimulus and policy
measures taken will mitigate the negative impact, Moody's expects
mortgage loan delinquency rates to spike higher in the coming
months. The longer-term impact on National MI and its peers will
depend on the length and depth of the economic contraction, as well
as the efficacy of mortgage loan payment forbearance programs
implemented by Fannie Mae and Freddie Mac in reducing foreclosures,
and by extension, ultimate mortgage insurance claim rates.
The path of US home prices will also be a key determinant of future
mortgage insurance claims. While Moody's expects the recent
moderate gains in home prices to stall, it does not expect a
significant decline in home prices this year as the stimulus and
policy measures enacted through the Coronavirus Aid, Relief, and
Economic Security Act provide income support to households and
mortgage loan forbearance programs will help limit foreclosures,
supporting house prices. The continued imbalance between housing
supply and demand and historically low mortgage interest rates are
also expected to mitigate the negative impact on residential
housing to some degree.
Moody's notes that National MI's high-quality insured portfolio is
expected to perform better than those of its peers due to its
stronger underlying credit characteristics. Additionally, the
company's extensive reinsurance program, including broad-based
quota share reinsurance and $480 million of excess of loss
reinsurance through its Oaktown Re insurance-linked notes, provides
significant protection to earnings and capital across a wide range
of stress scenarios.
Following the issuance of senior secured notes and the repayment of
the $147 million senior secured term loan, NMIH's pro forma
adjusted financial leverage will be around 24.0%, up from 13.6% at
Q1 2020.
RATINGS DRIVERS
Over the coming months, the credit profile of National MI will be
influenced by a number of factors, including: projections of
unemployment rates once the economy re-opens, forbearance take-up
rates on its insured mortgage loans, the percentage of delinquent
loans that ultimately cure or are modified and the path of US home
prices. Its base case economic assumptions consider a year-end 2020
unemployment rate in the high single digit percentage range and for
US home prices to modestly increase during 2020 as a whole,
followed by a modest decline in prices during 2021. To the extent
new economic data and forecasts deviate materially from these
assumptions, there could be negative ratings pressure on NMIH and
NMIC.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the company's business and financial profile and the
uncertainty related to key drivers of mortgage credit performance,
there is unlikely to be an upgrade of the ratings over the near to
medium term. However, the following factors could positively
influence the firm's credit profile: (1) continued development of
NMIC's US mortgage insurance platform to increase its scale; (2)
maintaining adjusted financial leverage in the 20% range, or below;
and (3) maintaining comfortable compliance with PMIERs.
Conversely, the following factors could lead to a downgrade of the
group's ratings: (1) non-compliance with PMIERs; (2) a significant
deterioration in the firm's profitability metrics; (3) failure to
access enough capital to fund growth; and/or (4) adjusted financial
leverage above 30%.
The following ratings have been affirmed:
NMI Holdings, Inc. – senior secured credit facility at Ba2;
National Mortgage Insurance Corp – insurance financial strength
at Baa2.
The following rating has been assigned:
NMI Holdings, Inc. – senior secured notes due 2025 at Ba2.
Outlook Actions:
Issuer: National Mortgage Insurance Corp
Outlook, Remains Stable
Issuer: NMI Holdings, Inc.
Outlook, Remains Stable
NMI Holdings, Inc. (NASDAQ: NMIH), through its principal subsidiary
National Mortgage Insurance Corp, writes mortgage insurance in the
United States. As of March 31, 2020, NMIH had approximately $98
billion of primary insurance in force and shareholders' equity of
approximately $975 million.
The principal methodology used in these ratings was Mortgage
Insurers Methodology published in November 2019.
NORTH PACIFIC CANNERS: K&L Gates Represents Growers Claimants
-------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of K&L GATES LLP submitted a verified statement that
it is representing the Unsecured Committee of Co-op Member Produce
Suppliers in the Chapter 11 cases of North Pacific Canners &
Packers, Inc., Hermiston Foods, LLC, and NPCP Quincy, LLC.
On August 22, 2019, North Pacific Canners & Packers, Inc., along
with Hermiston Foods, LLC and NPCP Quincy, LLC each filed voluntary
petitions under chapter 11 of title 11 of the United States Code.
On August 26, 2019, the Court entered an Order [Docket No. 33]
directing the joint administration of the Debtors' cases.
More than 85 Member Growers have filed Proofs of Claim in the
Chapter 11 Cases asserting claims against the Debtors including
unsecured, administrative priority, and secured claims.
On Feb. 25, 2020, the Office of the United States Trustee appointed
the Unsecured Committee of Co-op Member Produce Suppliers, which
consists of creditors who were cooperative members and suppliers of
the Lead Debtor, holding unsecured claims and willing to serve in a
fiduciary capacity. [Docket No. 661].
The Debtors and the Official Committee of Unsecured Creditors have
filed a Joint Plan of Liquidation that proposes to separately
classify, subordinate all claims of, and disenfranchise all Member
Growers from voting on the Proposed Plan.
The Debtors have also filed an Adversary Complaint against select
Member Growers seeking, among other things, a declaration that the
named Member Growers' claims are subordinated and should have no
value.
The Member Growers may act in concert with each other and/or with
the Growers Committee in the Chapter 11 Cases, the Growers
Adversary, and in other associated adversary proceedings to respond
to the Proposed Plan, contest the Grower Adversary, and otherwise
advance the common interests of their clients or constituents.
Each Firm signing it represents only the Member Growers. Further,
neither the Growers Committee nor its Firm represents any specific
Member Growers with respect to their claims; such representation is
limited to the unsecured interests of Member Growers generally.
Nothing contained in this Verified Statement is intended or shall
be construed to constitute (i) a waiver or release of the rights of
the Member Growers to have any final order entered by, or other
exercise of the judicial power of the United States performed by,
an Article III court; (ii) a waiver or release of the rights of the
Member Growers to have any and all final orders in any and all
non-core matters entered only after de novo review by a United
States District Judge; (iii) consent to the jurisdiction of the
Bankruptcy Court over any matter; (iv) an election of remedy; (v) a
waiver or release of any rights the Member Growers may have to a
jury trial; (vi) a waiver or release of the right to move to
withdraw the reference with respect to any matter or proceeding
that may be commenced in the Chapter 11 Cases against or otherwise
involving the Member Growers; or (vii) a waiver or release of any
other rights, claims, actions, defenses, setoffs or recoupments to
which the Member Growers may be entitled, in law or in equity,
under any agreement or otherwise, with all of which rights, claims,
actions, defenses, setoffs or recoupments being expressly
reserved.
The Firms reserve the right to amend or supplement this Verified
Statement in accordance with the requirements of Bankruptcy Rule
2019.
Counsel for Unsecured Committee of Co-op Member Produce Suppliers
can be reached at:
K&L GATES LLP
Brandy A. Sargent, Esq.
One SW Columbia St
Suite 1900
Portland, OR 97204
Tel: (503) 226-5735
Email: Brandy.Sargent@klgates.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/zeFrAP
About NORPAC Foods
Founded in 1924 and headquartered in Salem, Ore., NORPAC Foods,
Inc. (www.norpac.com), a farmer-owned cooperative, along with its
wholly-owned subsidiaries Hermiston Foods, LLC and Quincy Foods,
LLC is an independent, standalone processor of organic and
conventional frozen vegetables and fruits in the Pacific Northwest.
NORPAC is a cooperative owned by more than 140 members.
Quincy and Hermiston are single-member limited liability companies
whose sole member is NORPAC. The Debtors own and operate raw
processing plants in Brooks and Stayton, Ore., a packaging plant in
Salem, Ore., and a raw processing, packaging, and roasting facility
in Quincy, Wash. The Debtors have more than 1,125 full-time
employees along with up to 1,100 seasonal employees. The Debtors
have a diverse supplier base built on an extensive network of more
than 220 contract growers made up of family-owned farms (145 farms
in Oregon and 75 farms in Washington) spanning more than 40,000
acres.
North Pacific Canners & Packers, Inc. (formerly known as NORPAC
Foods, Inc.), Hermiston Foods and NPCP Quincy, LLC (formerly known
as Quincy Foods, LLC), sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-62584) on Aug. 22,
2019.
At the time of the filing, NORPAC Foods was estimated to have
assets of between $100 million and $500 million and liabilities of
the same range.
The other debtors had estimated assets of between $10 million and
$50 million and liabilities of between $100 million and $500
million.
Judge Peter C. McKittrick oversees the cases.
The Debtors tapped Tonkon Torp LLP as legal counsel;
SierraConstellation Partners LLC as restructuring advisor; and
Kurtzman Carson Consultants LLC as noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 30, 2019. The committee tapped Lowenstein
Sandler as bankruptcy counsel; Leonard Law Group LLC as local
counsel; and Alvarez & Marsal North America, LLC as financial
advisor.
NORTH TAMPA: Seeks to Hire HeliTeam LLC as Broker
-------------------------------------------------
North Tampa Anesthesida Consultants, PA, and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Middle
District of Florida to employ The HeliTeam, LLC, as broker to the
Debtors.
North Tampa requires HeliTeam LLC to sell the Debtor's helicopter,
1990 Agusta A109C, U.S. Reg. No. N109GL, SN 7623
HeliTeam LLC will be paid a commission of 6% of the sales price.
Christopher M. Bull, a partner at The HeliTeam, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
HeliTeam LLC can be reached at:
Christopher M. Bull
The HeliTeam, LLC
235 Nilson Way
Orlando, FL 32803 FL
Tel: (407) 545-5944
About North Tampa Anesthesida Consultants, PA
North Tampa Anesthesida Consultants, PA, based in Tampa, FL, filed
a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-02101) on March
10, 2020. In the petition signed by Gabriel Perez,
director/practice administrator, the Debtor was estimated to have
$1 million to $10 million in both assets and liabilities. Angelina
E. Lim, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves as
bankruptcy counsel to the Debtor.
NORTIS INC: Court Approves Disclosure Statement
-----------------------------------------------
Judge Christopher M. Alston has ordered that the Nortis, Inc.'s
First Amended Disclosure Statement is approved.
The deadline to provide written acceptances or rejections of the
Plan is June 5, 2020, at 5:00 p.m., prevailing Pacific Time.
The Debtor will file a written summary of the ballots report
on/before June 9, 2020.
The hearing on confirmation of the Plan will be held telephonically
on June 12, 2020 at 9:30 am, before the Honorable Christopher M.
Alston.
Objections to confirmation of the Plan must be served and filed by
no later June 5, 2020.
The Debtor’s Pre-confirmation Report shall be filed and served no
later than June 9, 2020.
About Nortis Inc.
Nortis, Inc., a company that provides scientific research and
development services, filed for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-13529) on Sept. 25,
2019 in Seattle, Wash. In the petition signed by Thomas Neumann,
president and chief executive officer, the Debtor was estimated to
have between $1 million and $10 million in both assets and
liabilities. The Hon. Christopher M. Alston is the presiding
judge. Karr Tuttle Campbell is the Debtor's legal counsel.
OZARKS RIDGERUNNER: Court Conditionally Approves Disclosures
------------------------------------------------------------
Judge Cynthia A. Norton has ordered that the disclosure statement
filed by Ozarks Ridgerunner IV, LLC has been conditionally
approved.
June 17, 2020 at 11:00 a.m., is fixed for the hearing on final
approval of the disclosure statement, and for the hearing on
confirmation of the plan and related matters at Bankruptcy Crtrm,
2nd Floor, 222 N. John Q Hammons Pkwy., Springfield, MO.
June 2, 2020 at 11:00 a.m. is the date for status hearing to
discuss any confirmation issues that should arise.
June 1, 2020 is the deadline for filing with the Court objections
to the disclosure statement or plan confirmation.
June 1, 2020 is the deadline for submitting to counsel for the plan
proponent ballots accepting or rejecting the plan.
About Ozarks Ridgerunner
Ozarks Ridgerunner IV, LLC, originally formed in April of 2009, was
formed for investment purposes and had previously acquired
approximately 41 acres in Polk County, Missouri, outside the city
limits of Bolivar. Bidgerunner I, LLC originally was capitalized
with farm acreage in Dallas County, Missouri, which Chris Thompson
inherited. Ridgerunner II, LLC, owns a commercial building within
the city limits of Buffalo, Missouri. Chris R. Thompson is the
sole managing member of each entity.
Ozarks Ridgerunner IV, et al., the Debtors sought Chapter 11
protection (Bankr. W.D. Mo. Case Nos. 19-60794 and 19-60795) on
July 9, 2019. Ozarks Ridgerunner IV was estimated to have assets
and liabilities of $1 million to $10 million. Ozarks Ridgerunner
II was estimated to have assets of $100,000 to $500,000 and
liabilities of $1 million to $10 million.
The cases are assigned to Hon. Cynthia A. Norton.
The Debtors are represented by:
DAVID SCHROEDER LAW OFFICES, P.C.
1524 East Primrose, Suite A
Springfield, Missouri, 65804
Tel: (417) 890-1000
Fax: (417) 886-8563
E-mail: bk1@dschroederlaw.com
P8H INC: Trustee Hires Nevium LLC as Sales Advisor
--------------------------------------------------
Megan E. Noh, the Chapter 11 Trustee of P8H, Inc., d/b/a Paddle 8,
seeks authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Nevium LLC, as sales advisor and
consultant to the Trustee.
P8H, Inc., requires Nevium LLC to:
a. identify and define the Assets, including the specific
intellectual property (the "P8H IP"), and advise the
Trustee in securing information related to the P8H IP. At
this step, the Firm and the Trustee will agree upon the
components of the P8H IP that will be valued and marketed;
b. value the identified components of P8H IP and provide a
presentation style valuation report (the "Valuation
Report") for the purpose of advising potential bidders and
the Trustee regarding the likely range of values that could
be achieved in a sale. The Valuation Report will
incorporate information provided to Nevium and research of
benchmark marketplace transactions;
c. develop a marketing program which will include materials
designed to educate and inform potential purchasers of the
availability of the P8H IP assets for sale. This program
will be designed to showcase the P8H IP in a clear and easy
to understand manner and to maximize the value of the
individual P8H IP assets;
d. collect and review offers from bidders looking to acquire
the P8H IP and will notify the Trustee of all such offers.
Nevium will advise the Trustee in qualifying bidders and
managing the auction(s) for the P8H IP. Nevium will not
have the authority to enter into contract to sell the P8H
IP on behalf of the Trustee;
e. advise the Trustee in closing and transferring the P8H IP
to the acquirer(s) that offer the highest or otherwise best
cash consideration for the P8H IP.
Nevium LLC will be paid as follows:
a) The "Management Fee" of $5,000 per month for the first
three months following the Effective Date of the Retention
Agreement. The maximum amount due as a Management Fee is
$15,000, or payment for three months.
In the event there is no sale, Nevium shall return the
management fees to the estate.
b) The "Sale Commission" in the event of a buyer sourced by
Nevium shall be calculated based on the aggregate cash or
non-cash consideration received by the Trustee in
consideration of the sale, license, earnout or other
assignment of the P8H IP (the "Consideration"). The value
of any non-cash consideration paid for the P8H IP will be
determined by mutual agreement between Nevium and the
Trustee. The Sale Commission amount to be calculated as:
i. 5% of the amount of Consideration up to $100,000; plus
ii. 10% of the amount by which the Consideration exceeds
$100,000 up to $500,000; plus
iii. 15% of the amount by which Consideration exceeds
$500,000.
c) In the event of a buyer either (i) previously identified by
the Committee or any other party interest as a potential
purchaser of the Debtor's assets or (ii) identified and
presented during the sale process by the Committee or any
other party in interest as a potential purchaser of the
Debtor's assets, the Sale Commission shall be as follows:
i. 2.5% of the amount of consideration up to $100,000;
ii. 5% of the amount by which the consideration exceeds
$100,000 up to $500,000;
iii. 15% of the amount by which the consideration exceeds
$500,000.
Nevium LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Doug Bania, principal of Nevium LLC, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Nevium LLC can be reached at:
Doug Bania
NEVIUM LLC
415 Laurel Street, Suite 341
San Diego, CA 92101
Tel: (858) 255-4361
About P8H, Inc.
Paddle8 was founded in 2011 by Alexander Gilkes, Aditya Julka, and
Osman Khan. It is one of the first online auction house that
specialized in the art world's "middle market." It announced a
high-profile merger with the Berlin-based online auction house
Auctionata in 2016, but the partnership was dissolved in 2017 when
Auctionata filed for insolvency.
P8H, Inc., doing business as Paddle 8, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
20-10809) on March 16, 2020. At the time of the filing, the Debtor
was estimated to have assets of less than $50,000 and liabilities
of between $50,001 and $100,000. Judge Stuart M. Bernstein oversees
the case. The Debtor is represented by Kirby Aisner & Curley,
LLP.
PADDOCK ENTERPRISES: Exclusive Filing Period Extended to Aug. 3
---------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended to Aug. 3 the period during which
only Paddock Enterprises, LLC can file a Chapter 11 plan. The
company has the exclusive right to solicit votes for the plan until
Oct. 5.
About Paddock Enterprises
Paddock Enterprises, LLC's business operations are exclusively
focused on (i) owning and managing certain real property and (ii)
owning interests in, and managing the operations of, its non-debtor
subsidiary, Meigs, which is developing an active real estate
business. It is the successor-by-merger to Owens-Illinois, Inc.,
which previously served as the ultimate parent of the company.
Paddock Enterprises is a direct, wholly owned subsidiary of O-I
Glass.
Paddock Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 20-10028) on Jan. 6, 2020.
At the time of the filing, Debtor disclosed assets of between $100
million and $500 million and liabilities of the same range.
Judge Laurie Selber Silverstein oversees the case.
Debtor tapped Richards, Layton & Finger, P.A. and Latham & Watkins
LLP as legal counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk, LLC as claims, noticing and
solicitation agent and administrative advisor.
PENA BUSINESS: Seeks to Hire Alice Bower to Attorney
----------------------------------------------------
Pena Business Services, Inc. seeks authority from the US Bankruptcy
Court for the Northern District of Texas to hire the Law Offices of
Alice Bower as its attorney.
Service the attorney will render are:
a. give the Debtor legal advice with respect to its powers and
duties as the Debtor-in-Possession in the management of its
affairs;
b. prepare on behalf of the Debtor the necessary applications,
orders, answers, reports and other legal papers;
c. perform all other legal services the Debtor which may be
necessary.
The Debtor paid the attorney a retainer of $5,000 as well as its
filing fee of $1,717.
The attorney's hourly rates are:
Alice Bower $300
Associate $250
Legal Assistants $100
The attorney is a disinterested person within the meaning of
$101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Alice Bower, Esq.
Law Offices of Alice Bower
6421 Camp Bowie Blvd., Suite 300
Fort Worth, TX 76116
Tel: (817) 737-5436
Fax: (817) 737-2970
About Pena Business
Pena Business Services, Inc., filed Chapter 11 Petition (Bankr.
N.D. Tex. Case No. 20-40634) on Feb. 13, 2020, listing under $1
million in both assets and liabilities. Alice Bower, Esq. of the
Law Offices of Alice Bower is the Debtor's counsel.
PENLAND HEATING: Trustee Hires John G. Rhyne Law as Attorney
------------------------------------------------------------
John G. Rhyne, chapter 11 trustee of Penland Heating and Air
Conditioning, Inc., seeks authority from the US Bankruptcy Court
for the Eastern District of North Carolina to retain the law firm
of John G. Rhyne, Attorney at Law, as its counsel.
The counsel will represent the Trustee in the chapter 11
proceedings.
John G. Rhyne, Esq. charges $350 per hour for his services.
The counsel does not hold or represent any interest adverse to the
estate, is a disinterested law firm as set forth in Section 327 of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
John G. Rhyne, Esq.
P.O. Box 8327
Wilson, NC 27893
Tel: (252) 234-9933
Fax: (252) 991-5567
E-mail: johnrhyne@johnrhynelaw.com
About Penland Heating and
Air Conditioning, Inc.
Based in Hillsborough, North Carolina, Penland Heating and Air
Conditioning, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-01795) on May 1, 2020,
listing under $1 million in both assets and liabilities. Clayton W.
Cheek, Esq. at THE LAW OFFICES OF OLIVER & CHEEK, PLLC, represents
the Debtor as counsel.
PENUMBRA BRANDS: Allowed to Use Cash Collateral on Interim Basis
----------------------------------------------------------------
Judge Joel Marker of the U.S. Bankruptcy Court for the District of
Utah authorized Penumbra Brands, LLC to use cash collateral for its
post-petition, necessary, actual, and reasonable operating
expenses, as detailed in the budget.
In June 2018, Penumbra refinanced its obligations pursuant to
commercial loans funded by BBVA USA f/k/a Compass Bank, as
administrative agent for several banks and other financial
institutions or entities from time to time party thereto. BBVA was
granted a lien on and security interest in all personal property of
the companies, including certain intellectual property identified
in the Collateral Agreement and in the IP Security Agreement. BBVA
is owed the principal amount of $20,350,000 on the BBVA Loans.
Penumbra previously maintained its primary operating account at
BBVA. As of the Petition Date, Penumbra maintains its primary
operating account at JP Morgan Chase Bank.
At the end of March 2020, Penumbra obtained a paycheck protection
program loan from Chase under the CARES Act in the amount of
$620,883. The PPP Funds were deposited into the Chase Operating
Account.
As of the petition date, Penumbra maintained these accounts and
balances: (a) BBVA Operating Account with $3,909.82; (b) BBVA
Merchant Account with $2,163.27; (c) Chase Operating Account with
$509,514.31; (d) Chase Cash Reserve Account with $1,861,311.07; (e)
Chase Merchant Account with $55,022.48; and (f) Chase Claims
Account with $79,709.70.
BBVA is granted a continuing post-petition lien and security
interest in all property and categories of property of the Debtor
in which and of the same priority as each held as of the Petition
Date, and the proceeds thereof, whether acquired pre-petition or
post-petition. Said adequate protection lien is granted to the
extent the BBVA collateral is used by the Debtor and to the extent
and with the same priority that BBVA held in the Debtor's
pre-petition.
In addition, BBVA will be entitled to continue to hold the BBVA
Petition Funds until further order of the Court.
A further hearing on the use of cash collateral will be held on
June 10, 2020 at 2:00 p.m.
About Penumbra Brands
Penumbra Brands -- https://penumbrabrands.com -- offers and
supports products that improve the performance, aesthetic, and
lifespan of mobile devices. Established in 2009, Gadget Guard is
the primary consumer-facing brand of Penumbra Brands and offers
among its products a comprehensive line of Black Ice screen
protectors for mobile devices in distinct editions which provide
protection across the value and security spectrum.
Two affiliates of Penumbra Brands concurrently sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Lead Case
No. 20-22804) on May 8, 2020. The petitions were signed by Gentry
Jensen, CEO.
At the time of filing, Penumbra Brands, LLC, had at least $10
million in assets and at least $50 million in debts. Penumbra
Brands Holdings also estimated at least $50,000 in assets and at
least $50 million in debts.
The cases are assigned to Judge William T. Thurman.
The Debtors are represented by Sherilyn A. Olsen, Esq. at HOLLAND &
HART LLP.
PENUMBRA BRANDS: Seeks to Hire Holland & Hart as Legal Counsel
--------------------------------------------------------------
Penumbra Brands LLC and Penumbra Brands Holdings, Inc. seek
authority from the U.S. Bankruptcy Court for the District of Utah
to employ Holland & Hart LLP as their legal counsel.
Holland & Hart's services will include:
a. preparing court papers and representing Debtors in court
proceedings and hearings;
b. advising Debtors of their powers and duties in the
continued conduct of their businesses;
c. negotiating with creditors and other parties in developing
a plan of reorganization, and taking any necessary steps to obtain
confirmation of, and to implement such a plan;
d. reviewing and analyzing claims or causes of action to be
pursued on behalf of Debtors' bankruptcy estates;
e. assisting Debtors in negotiations with creditors regarding
the resolution and payment of claims;
f. reviewing and analyzing the validity of the claims filed
and advising Debtors as to the filing of objections to claims; and
g. providing Debtors with advice on other legal matters.
The hourly rates range from $275 to $575 for the firm's attorneys
and from $75 to $250 for paraprofessionals.
Holland & Hart is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Sherilyn A. Olsen, Esq.
Burke R. Gappmayer, Esq.
Holland & Hart LLP
222 S. Main Street, Suite 2200
Salt Lake City, UT 84101
Tel: (801) 799-5800
Fax: (801) 799-5700
Email: solsen@hollandhart.com
brgappmayer@hollandhart.com
About Penumbra Brands
Penumbra Brands offers and supports products that improve the
performance, aesthetic and lifespan of mobile devices. For more
information, visit https://penumbrabrands.com
Penumbra Brands and Penumbra Brands Holdings, Inc. filed their
voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr.
D. Utah Lead Case No. 20-22804) on May 8, 2020.
At the time of the filing, Penumbra Brands had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million. Penumbra Brands Holdings had estimated
assets of less than $50,000 and liabilities of between $10 million
and $50 million.
Judge Joel T. Marker oversees the cases. Holland & Hart LLP is
Debtors' legal counsel.
PFT TECHNOLOGY: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: PFT Technology LLC
401 Farmers Avenue
Bellmore, NY 11710
Business Description: PFT Technology LLC --
https://www.pfttech.com/ -- was founded in
2005 with an innovative technology that
enables utilities to detect and locate gas
and fluid leaks in underground cabling to
within a few feet in as little as 24 hours
using tracer compounds in underground feeder
systems. Company personnel have found
underground leaks in all types of pipeline
systems including high- pressure pipe-type,
low- and medium-pressure closed-circuit
systems, and nitrogen- insulated systems.
Chapter 11 Petition Date: June 5, 2020
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 20-72180
Debtor's Counsel: Andrew M. Thaler, Esq.
THALER LAW FIRM PLLC
675 Old Country Road
Westbury, NY 11590
Tel: (516) 279-6700
Email: athaler@athalerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patrick Keelan, president.
A copy of the petition containing, among other items, a list of the
Debtor's three unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/XoKnS1
PIONEER ENERGY: Court Confirms Prepackaged Plan
-----------------------------------------------
The Bankruptcy Court entered findings of fact, conclusions of law,
and order approving the Disclosure Statement and confirming the
Joint Prepackaged Chapter 11 Plan of Reorganization of Pioneer
Energy Services Corp. et al.
Class 1 (Other Priority Claims), Class 2 (Other Secured Claims),
Class 3 (ABL Claims, Class 4 (Prepetition Term Loan Claims), Class
6 (General Unsecured Claims), Class 7 (Intercompany Claims), and
Class 9 (Intercompany Interests) are unimpaired by the Plan and are
deemed to have accepted the Plan. Class 5 (Notes Claims) and Class
10 (Pioneer Interests) are impaired by the Plan and have voted to
accept the Plan.
Holders of Claims in Class 8 (Subordinated Claims) will not receive
or retain any property on account of their claims and, accordingly,
such claims are impaired and such holders are deemed to have
rejected the Plan.
Judge David R. Jones ruled that the Plan is confirmable because it
satisfies Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.
Judge Jones has ordered that the Plan is confirmed.
Article I.A.79 of the Plan will be amended and restated (deletions
shown in strike-through and bold; additions shown in underline and
bold) as
follows:
"Indenture Trustee" means Wilmington Trust, National Association
in its capacity as trustee under the Indenture.
Article I.A.113 of the Plan will be amended and restated (deletions
shown in strike-through and bold; additions shown in underline and
bold) as follows:
"Pioneer Interests" means the outstanding Interests of Pioneer.
Article I.A.115 of the Plan shall be amended and restated
(deletions shown in strike-through and bold; additions shown in
underline and bold) as follows:
"Plan Supplement" means a supplemental appendix to the Plan,
containing, among other things, substantially final forms (in each
case subject to the consent rights set forth in the Restructuring
Support Agreement) of documents, schedules, and exhibits to the
Plan to be Filed with the Court, including, but not limited to, the
following: (a) the Backstop Commitment Agreement; (b) the New
Organizational Documents, (c) Registration Rights Agreement, (d)
Shareholders Agreement(s), (e) any Schedule of Rejected Executory
Contracts and Unexpired Leases; (f) the Exit ABL Credit Agreement,
(g) the New Indenture, (h) the New Convertible Bond Indenture, (i)
the Employee Incentive Plan, (j) the Post-Filing Severance Plan and
(k) the identity of the members of the New Board and other
information required to be disclosed in accordance with section
1129(a)(5) of the Bankruptcy Code; provided, however, that through
the Effective Date, the Debtors shall have the right to amend and
supplement the Plan Supplement and any schedules, exhibits, or
amendments thereto, in accordance with the terms of the Plan and
the Restructuring Support Agreement. The Plan Supplement shall be
Filed with the Court not later than seven (7) calendar days prior
to the Confirmation Hearing.
Article I.A.147 of the Plan shall be amended and restated
(deletions shown in strike-through and bold; additions shown in
underline and bold) as follows:
"Required DIP Lenders" means, as of the date of determination,
DIP Lenders holding more than 50% of the aggregate Revolving Loan
Exposure (as defined in the DIP Credit Agreement), but excluding
any Defaulting Lenders (as defined in the DIP Credit Agreement) and
their corresponding Total aggregate Revolving Loan Exposure];
provided that at any time there are two or more Lenders (who are
not Affiliates of one another or Defaulting Lenders), “Required
Lenders” must include at least two Lenders (who are not
Affiliates of one another).
Article IX.B.1 of the Plan shall be amended and restated (deletions
shown in strike-through and bold; additions shown in underline and
bold) as follows:
The Court shall have entered the Confirmation Order, the form
and substance of which is acceptable to the Debtors and the
Required Consenting Stakeholders in accordance with the consent
rights on the terms set forth in the Restructuring Support
Agreement, and to the DIP Agent and the Exit ABL Agent;
Article IX.B.3 of the Plan shall be amended and restated (deletions
shown in strike-through and bold; additions shown in underline and
bold) as follows:
The Court shall have entered the Interim DIP Order and the Final
DIP Order and such orders shall not have been vacated, stayed,
revised, modified, or amended in any manner without the prior
written consent of the DIP Agent, and after giving effect to the
transactions contemplated to occur on the Effective Date, there
shall be no Event of Default (as defined in the DIP Credit
Agreement) existing under the DIP Credit Agreement;
Article IX.C of the Plan shall be amended and restated (deletions
shown in strikethrough and bold; additions shown in underline and
bold) as follows:
The conditions to the Effective Date of this Plan set forth in
this Article IX.C may be waived only if waived in writing by the
Debtors and the Required Consenting Noteholders, other than Article
IX.B.5, which may only be waived in writing by the Debtors and the
Required Consenting Stakeholders, and Article IX.B.3, which may
only be waived in writing by the Debtors, the Required Consenting
Noteholders and the DIP Agent and Article IX.B.12 solely with
respect to the Exit ABL Documentation, which may only be waived in
writing by the Debtors, the Required Consenting Noteholders and the
Exit ABL Agent, and without notice, leave or order of the Court or
any formal action other than proceedings to confirm or consummate
this Plan.
Article II.B.4 of the Plan shall be amended and restated (deletions
shown in strike-through and bold; additions shown in underline and
bold) as follows:
Except as otherwise specifically provided in this Plan, from and
after the Confirmation Date, the Debtors or the Reorganized
Debtors, as the case may be, shall, in the ordinary course of
business and without any further notice to or action, order or
approval of the Court, pay in Cash the reasonable and documented
legal, professional or other fees and expenses incurred by the
Debtors. Upon the Confirmation Date, any requirement that
Professionals comply with section 327 through 331 and 1103 of the
Bankruptcy Code, or any order of the Court governing the retention
or compensation of Professionals in seeking retention or
compensation for services rendered after such date shall terminate,
and the Debtors may employ and pay any Professional in the ordinary
course of business without any further notice to or action, order
or approval of the Court.
Article IV.K of the Plan shall be amended and restated (deletions
shown in strikethrough and bold; additions shown in underline and
bold) as follows:
The New Board shall be appointed in accordance with the
Restructuring Support Agreement, and the identities of directors on
the New Board shall be set forth in the Plan Supplement, to the
extent known at the time of filing; provided, however, that the
Reorganized Pioneer’s chief executive officer shall be a member
of the New Board (and shall at all times remain a member of the New
Board) and the remainder of the New Board shall be appointed in
compliance with section 1129(a)(5) of the Bankruptcy Code.
Prepackaged Plan
Pioneer Energy Services Corp. and its affiliated debtors submitted
a
Joint Prepackaged Chapter 11 Plan of Reorganization of
The following classes will be treated as follows:
* Class 5 Notes Claims. This class is impaired. The Notes Claims
will be allowed in the aggregate principal amount of $300,000,000.
Each Holder of an Allowed Notes Claim shall receive its pro rata
share of (i) 94.25% of the New Equity (and, if Class 10 does not
vote to accept the Plan, such percentage will increase to 100%),
subject to dilution by the New Equity issued upon conversion of the
New Convertible Bonds (inclusive of the Management Commitment
Convertible Bonds, the Rights Offering Convertible Bonds and the
Premium Convertible Bonds) and the Employee Incentive Plan and (ii)
Subscription Rights to acquire $116,121,000 in New Convertible
Bonds (and the corresponding Stapled Special Voting Stock) in
accordance with the Rights Offering Procedures.
* Class 6 General Unsecured Claims. This class is unimpaired.
Each Holder of a General Unsecured Claim will be paid in full in
Cash in the ordinary course of the Debtors’ business.
* Class 8 Subordinated Claims. This class is impaired. No
Holder of Allowed Subordinated Claims will receive any distribution
or recovery on account of such Allowed Subordinated Claims.
* Class 10 Pioneer Interests. This class is impaired. On the
Effective Date or as soon thereafter as reasonably practicable, all
Pioneer Interests shall be cancelled and discharged and shall be of
no further force and effect.
Consideration for plan distributions will come from equity
interests in reorganized Pioneer and rights offering.
A full-text copy of the Order dated May 11, 2020, is available at
https://tinyurl.com/y7to6yja from PacerMonitor.com at no charge.
Counsel to the Debtors:
Jason L. Boland
William R. Greendyke
Robert B. Bruner
Julie Goodrich Harrison
NORTON ROSE FULBRIGHT US LLP
1301 McKinney Street, Suite 5100
Houston, Texas 77010
Telephone: (713) 651-5151
Facsimile: (713) 651-5246
E-mail: jason.boland@nortonrosefulbright.com
E-mail: william.greendyke@nortonrosefulbright.com
E-mail: bob.bruner@nortonrosefulbright.com
E-mail: julie.harrison@nortonrosefulbright.com
- and -
Brian S. Hermann
Elizabeth R. McColm
Brian Bolin
Eugene Y. Park
Grace C. Hotz
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
E-mail: bhermann@paulweiss.com
E-mail: emccolm@paulweiss.com
E-mail: bbolin@paulweiss.com
E-mail: epark@paulweiss.com
E-mail: ghotz@paulweiss.com
About Pioneer Energy
Pioneer Energy Services (OTC: PESX) -- http://www.pioneeres.com/--
provides well servicing, wireline, and coiled tubing services to
producers primarily in Texas and the Mid-Continent and Rocky
Mountain regions. Pioneer also provides contract land drilling
services to oil and gas operators in Texas, Appalachia and Rocky
Mountain regions and internationally in Colombia. Pioneer is
headquartered in San Antonio, Texas.
Pioneer Energy Services Corp. and nine related entities sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-31425) to
effectuate its prepackaged plan of reorganization that will cut
debt by $260 million.
Pioneer Energy disclosed $689,693,000 in assets and $576,545,000 in
liabilities as of Sept. 30, 2019.
The Hon. David R. Jones is the case judge.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Norton Rose
Fulbright US LLP are serving as legal counsel to Pioneer, Lazard is
acting as financial advisor and Alvarez & Marsal is serving as
restructuring advisor. Epiq Corporate Restructuring, LLC, is the
claims agent.
Davis Polk & Wardwell LLP and Haynes and Boone, LLP are acting as
legal counsel for the ad hoc group of Senior Unsecured Noteholders
and Houlihan Lokey is acting as financial advisor.
PLUM CIRCLE: Seeks to Hire Dion R. Hancock as Legal Counsel
-----------------------------------------------------------
Plum Circle Community Trust seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Dion R. Hancock,
P.A. as its legal counsel.
The firm's services will include legal advice regarding Debtor's
powers and duties under the Bankruptcy Code, negotiation with its
creditors, and the preparation of a Chapter 11 plan.
Dion Hancock, Esq., the firm's attorney who will be providing the
services, charges an hourly fee of $350. Paralegals charge $150
per hour.
Debtor paid the firm a $10,000 retainer, which included the filing
fee of $1,717.
Hancock does not represent any interest adverse to Debtor and its
bankruptcy estate, according to court filings.
The firm can be reached through:
Dion R. Hancock, Esq.
Dion R. Hancock, P.A.
405 6th Street South, 2nd Floor
St. Petersburg, FL 33701
Phone: (727) 821-1386
About Plum Circle Community Trust
Plum Circle Community Trust sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04249) on May 31,
2020. At the time of the filing, Debtor had estimated assets of
between $1 million and $10 million and liabilities of between
$500,001 to $1 million. Dion R. Hancock, P.A., is the Debtor's
legal counsel.
PQ NEW YORK: Hires Donlin as Claims and Noticing Agent
------------------------------------------------------
PQ New York, Inc., and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Donlin Recano & Company, Inc., as claims and noticing agent to the
Debtors.
PQ New York requires Donlin to:
(a) assist the Debtor with the preparation and distribution of
all required notices and documents in accordance with the
Bankruptcy Code and the Bankruptcy Rules in the form and
manner directed by the Debtor and/or the Court, including:
(i) notice of any claims bar date, (ii) notice of any
proposed sale of the Debtor's assets, (iii) notices of
objections to claims and objections to transfers of
claims, (iv) notices of any hearings on a disclosure
statement and confirmation of any plan of reorganization,
including under Bankruptcy Rule 3017(d), (v) notice of the
effective date of any plan, and (vi) all other notices,
orders, pleadings, publications and other documents as the
Debtor, Court, or Clerk may deem necessary or appropriate
for an orderly administration of this chapter 11 case;
(b) maintain copies of all proofs of claim filed in the
Chapter 11 Case;
(c) maintain an official copy of the Debtor's schedules of
assets and liabilities and statements of financial affairs
(collectively, the "Schedules"), listing the Debtor's
known creditors and the amounts owed thereto;
(d) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002(i), (j) and (k) and those parties
that have filed a notice of appearance pursuant to
Bankruptcy Rule 9010; update and make said lists available
upon request by a party-in-interest or the Clerk;
(e) furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a
proof of claim, after such notice and form are approved by
the Court, and notify said potential creditors of the
existence, amount and classification of their respective
claims as set forth in the Schedules, which may be
effected by inclusion of such information (or the lack
thereof, in cases where the Schedules indicate no debt due
to the subject party) on a customized proof of claim form
provided to potential creditors;
(f) maintain a post office box or address for receiving claims
and returned mail, and process all mail received;
(g) for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk an affidavit or certificate of service
within seven (7) days of service which includes (i) either
a copy of the notice served or the docket number(s) and
title(s) of the pleading(s) served, (ii) a list of persons
to whom it was mailed (in alphabetical order) with their
addresses, (iii) the manner of service, and (iv) the date
served;
(h) process all proofs of claim or proofs of interest
received,including those received by the Clerk's Office,
and check said processing for accuracy, and maintain the
original proofs of claim or proofs of interest in a secure
area;
(i) maintain the official claims register (the "Claims
Register") on behalf of the Clerk; upon the Clerk's
request, provide the Clerk with a certified, duplicate
unofficial Claims Register; and specify in the Claims
Register the following information for each claim
docketed: (i) the claim number assigned, (ii) the date
received, (iii) the name and address of the claimant and
agent, if applicable, who filed the claim, (iv) the
address for payment, if different from the notice address;
(v) the amount asserted, (vi) the asserted
classification(s) of the claim (e.g., secured, unsecured,
priority, etc.), and (vii) any disposition of the claim;
(j) implement necessary security measures to ensure the
completeness and integrity of the Claims Register and the
safekeeping of the original claims;
(k) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(l) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Donlin,
not less than weekly;
(m) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the claims register for the Clerk's review, upon
the Clerk's request;
(n) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and/or changes to
the claims register;
(o) identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
(p) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding this chapter 11 case as directed by the
Debtor or the Court, including through the use of a case
website and/or call center;
(q) if this chapter 11 case is converted to a case under
chapter 7 of the Bankruptcy Code, contact the Clerk's
office within three (3) days of notice to Donlin of
entry of the order converting the case;
(r) thirty (30) days prior to the close of this chapter 11
case, to the extent practicable, request that the Debtor
submit to the Court a proposed order dismissing Donlin as
claims, noticing, and solicitation agent and terminating
its services in such capacity upon completion
of its duties and responsibilities and upon the
closing of this chapter 11 case;
(s) within seven (7) days of notice to Donlin of entry of
an order closing this chapter 11 case, provide to the
Court the final version of the Claims Register as of
the date immediately before the close of the case;
(t) at the close of the Chapter 11 Case, (i) box and transport
all original documents, in proper format, as provided by
the Clerk's Office, to (A) the Philadelphia Federal
Records Center, 14470 Townsend Road, Philadelphia, PA
19154 or (B) any other location requested by the Clerk,
and (ii) docket a completed SF-135 Form indicating the
accession and location numbers of the archived claims.
Donlin will be paid at these hourly rates:
Executive Management No charge
Senior Bankruptcy Consultant $126 to $153
Case Manager $72 to $135
Consultant/Analyst $63 to $126
Technology/Programming Consultant $63 to $81
Clerical $25 to $40
Prior to the Petition Date, the Debtors paid Donlin an advance
retainer of $15,000.
Donlin will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nellwyn Voorhies, executive director of Donlin Recano & Company,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Donlin can be reached at:
Nellwyn Voorhies
DONLIN RECANO & COMPANY, INC.
6201 15th Avenue
Brooklyn, NY 11219
Toll Free Tel: (800) 591-8236
About Le Pain Quotidien
Le Pain Quotidien is an international bakery-restaurant chain
founded by Alain Coumont on October 26, 1990. It carries an array
of baked goods and coffee drinks as well as a dine-in food menu.
Founded in Belgium in 1990, Le Pain Quotidien -- which means "the
daily bread" in French -- opened its first U.S. store in 1997 and
has since become a familiar sight in Manhattan.
Based in New York, PQ New York, Inc. is a wholly-owned subsidiary
of PQ Licensing SA, a Belgian company, and operated 98 restaurants
in the United States under the trade name Le Pain Quotidien.
PQ New York, Inc., and other U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11266) on May 27,
2020.
PQ New York was estimated to have $100 million to $500 million in
assets and liabilities as of the Chapter 11 filing.
The Debtors tapped RICHARDS, LAYTON & FINGER, P.A. as counsel; and
SSG ADVISORS, LLC, as investment banker. PRICEWATERHOUSECOOPERS
LLP is the interim management services provider. DONLIN, RECANO &
COMPANY, INC., is the claims agent.
PRECIPIO INC: Court Approves $1.95M Settlement in "Campbell" Case
-----------------------------------------------------------------
As previously disclosed by Precipio, Inc., on Feb. 17, 2017, Jesse
Campbell filed a lawsuit individually and on behalf of others
similarly situated against the Company in the District Court for
the District of Nebraska alleging that the Company had a materially
incomplete and misleading proxy relating to a potential merger and
that the merger agreement's deal protection provisions deter
superior offers. As a result, Campbell alleged that the Company
has violated Sections 14(a) and 20(a) of the Exchange Act and Rule
14a-9 promulgated thereafter. The Company filed a motion to
dismiss all claims, which motion was fully briefed on Nov. 27,
2017. The District Court granted the Company's motion in full on
May 3, 2018 and dismissed the lawsuit. The Eighth Circuit reversed
the decision of the District Court and remanded the case back to
the District Court. The parties filed a notice with the District
Court on May 22, 2019, announcing that they had reached a
settlement in principle. On June 21, 2019, the parties filed a
stipulation of settlement, pursuant which the Company would be
released from all claims and would expressly deny that that it had
committed any act or omission giving rise to any liability. The
Settlement Agreement included a settlement payment of $1.95
million, which would be primarily funded by the Company's
insurance. On July 10, 2019, the District Court entered an order
preliminarily approving the Settlement Agreement.
On June 3, 2020, the District Court approved the Settlement
Agreement. The Company anticipates that the District Court will
soon enter its order of dismissal and, if no appeal is filed within
the 30 day period immediately following the Order, the Settlement
Agreement will be final and the sums to be paid under the
Settlement Agreement will be released.
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market. The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory located in New
Haven, Connecticut and has partnered with the Yale School of
Medicine.
Precipio, Inc., reported a net loss of $13.24 million for the year
ended Dec. 31, 2019, compared to a net loss of $15.69 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$19.51 million in total assets, $6.31 million in total liabilities,
and $13.20 million in total stockholders' equity.
Marcum LLP, in Hartford, CT, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
27, 2020 citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
PURDUE PHARMA: S&L, Morgan 2nd Update on Class Claimants
--------------------------------------------------------
In the Chapter 11 cases of Purdue Pharma L.P., et al., the law
firms of Stevens & Lee, P.C. and Morgan & Morgan, P.A., submitted
a second amended verified statement under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, to disclose an updated list of Class
Claimants that they are representing.
S&L and its Co-counsel represent the following persons in their
respective individual and putative capacities as proposed
representatives of classes of privately insured parties who are
plaintiffs and proposed class representatives in their individual
and representative capacities in suits brought against
Debtor-Defendant Purdue Pharma Inc. and other affiliated and
non-affiliated defendants, as set forth below in their 25
respective actions in the 25 states identified below, all of which
have been and remain stayed in connection with In re National
Prescription Opiate Litigation, No. 1:17-md-2804 (N.D. Ohio):
* Ronald D. Stracener, F. Kirk Hopkins, Jordan Chu, Amel Eiland,
Nadja Streiter, Michael Konig, Eli Medina, Barbara Rivers,
Marketing Services of Indiana, Inc., Glenn Golden, Gretta Golden,
Michael Christy, Edward Grace, Debra Dawsey, Darcy Sherman,
Kimberly Brand, Lou Sardella, Michael Klodzinski, Kevin Wilk,
Heather Enders, Jason Reynolds, MSI Corporation, Deborah
Green-Kuchta, W. Andrew Fox, Dora Lawrence, Michael Lopez, and
Zachary R. Schneider.
* Plaintiff Ronald D. Stracener seeks to hold Purdue accountable
for the economic harm it has imposed on Alabama purchasers of
private health insurance, in the action Stracener v. Purdue Pharma,
L.P., et. al., No. 19-cv-86 (S.D. Ala.).
* Plaintiff F. Kirk Hopkins seeks to hold Purdue accountable for
the economic harm it has imposed on Arizona purchasers of private
health insurance, in the action Hopkins v. Purdue Pharma, L.P., et.
al., No. 18-cv-2646 (D. Ariz).
* Plaintiff Jordan Chu seeks to hold Purdue accountable for the
economic harm it has imposed on California purchasers of private
health insurance, in the action Chu v. Purdue Pharma, L.P., et.
al., No. 18-cv-2576 (N.D. Cal.).
* Plaintiff Amel Eiland seeks to hold Purdue accountable for the
economic harm it has imposed on Colorado purchasers of private
health insurance, in the action Eiland v. Purdue Pharma, L.P., et.
al., No. 18-cv-46283 (D. Colo.).
* Plaintiff Nadja Streiter seeks to hold Purdue accountable for the
economic harm it has imposed on Connecticut purchasers of private
health insurance, in the action Streiter v. Purdue Pharma, L.P.,
et. al., No. 18-cv-1425 (D. Conn.).
* Plaintiff Michael Konig seeks to hold Purdue accountable for the
economic harm it has imposed on Florida purchasers of private
health insurance, in the action Konig v. Purdue Pharma, L.P., et.
al., No. 18-cv-61960 (S.D. Fla.).
* Plaintiff Eli Medina seeks to hold Purdue accountable for the
economic harm it has imposed on Idaho purchasers of private health
insurance, in the action Medina v. Purdue Pharma, L.P., et. al.,
No. 18-cv-369 (D. Idaho).
* Plaintiff Barbara Rivers seeks to hold Purdue accountable for the
economic harm it has imposed on Illinois purchasers of private
health insurance, in the action Rivers v. Purdue Pharma, L.P., et.
al., No. 18-cv-3116 (N.D. Ill.).
* Plaintiff Marketing Services of Indiana, Inc. seeks to hold
Purdue accountable for the economic harm it has imposed on Indiana
purchasers of private health insurance, in the action Marketing
Services of Indiana, Inc. v. Purdue Pharma, L.P., et. al., No.
18-cv-2778 (S.D. Ind.).
* Plaintiffs Glenn Golden, Gretta Golden and Michael Christy seek
to hold Purdue accountable for the economic harm it has imposed on
Louisiana purchasers of private health insurance, in the action
Golden et. al. v. Purdue Pharma, L.P., et. al., No. 19-cv-1048
(E.D. La.).
* Plaintiff Edward Grace seeks to hold Purdue accountable for the
economic harm it has imposed on Massachusetts purchasers of private
health insurance, in the action Grace v. Purdue Pharma, L.P., et.
al., No. 18-cv-10857 (D. Mass.).
* Plaintiff Deborah Dawsey seeks to hold Purdue accountable for the
economic harm it has imposed on Michigan purchasers of private
health insurance, in the action Dawsey v. Purdue Pharma, L.P., et.
al., No. 19-cv-94 (W.D. Mich.).
* Plaintiff Darcy Sherman seeks to hold Purdue accountable for the
economic harm it has imposed on Minnesota purchasers of private
health insurance, in the action Sherman v. Purdue Pharma, L.P., et.
al., No. 18-cv-3335 (D. Minn.).
* Plaintiff Kimberly Brand seeks to hold Purdue accountable for the
economic harm it has imposed on Missouri purchasers of private
health insurance, in the action Brand v. Purdue Pharma, L.P., et.
al., No. 18-cv-653 (W.D. Mo.).
* Plaintiff Lou Sardella seeks to hold Purdue accountable for the
economic harm it has imposed on New Jersey purchasers of private
health insurance, in the action Sardella v. Purdue Pharma, L.P.,
et. al., No. 18-cv-8706 (D.N.J.).
* Plaintiff Michael Klodzinski seeks to hold Purdue accountable for
the economic harm it has imposed on New York purchasers of private
health insurance, in the action Klodzinski v. Purdue Pharma, L.P.,
et. al., No. 18-cv-3927 (S.D.N.Y.).
* Plaintiff Kevin Wilk seeks to hold Purdue accountable for the
economic harm it has imposed on North Carolina purchasers of
private health insurance, in the action Wilk v. Purdue Pharma,
L.P., et. al., No. 18-cv-181 (E.D.N.C.).
* Plaintiff Heather Enders seeks to hold Purdue accountable for the
economic harm it has imposed on Ohio purchasers of private health
insurance, in the action Enders v. Purdue Pharma, L.P., et. al.,
No. 19-cv-448 (S.D. Ohio).
* Plaintiff Jason Reynolds seeks to hold Purdue accountable for the
economic harm it has imposed on Oregon purchasers of private health
insurance, in the action Reynolds v. Purdue Pharma, L.P., et. al.,
No. 18-cv-1911 (D. Or.).
* Plaintiff MSI Corporation seeks to hold Purdue accountable for
the economic harm it has imposed on Pennsylvania purchasers of
private health insurance, in the action MSI Corp. v. Purdue Pharma,
L.P., et. al., No. 18-cv-1109 (W.D. Pa.).
* Plaintiff Deborah Green-Kuchta seeks to hold Purdue accountable
for the economic harm it has imposed on South Dakota purchasers of
private health insurance, in the action Green- Kuchta v. Purdue
Pharma, L.P., et. al., No. 18-cv-4132 (D.S.D.).
* Plaintiff W. Andrew Fox seeks to hold Purdue accountable for the
economic harm it has imposed on Tennessee purchasers of private
health insurance, in the action Fox v. Purdue Pharma, L.P., et.
al., No. 18-cv-194 (E.D. Tenn.).
* Plaintiff Dora Lawrence seeks to hold Purdue accountable for the
economic harm it has imposed on Texas purchasers of private health
insurance, in the action Lawrence v. Purdue Pharma, L.P., et. al.,
No. 18-cv-2889 (S.D. Tex.).
* Plaintiff Michael Lopez seeks to hold Purdue accountable for the
economic harm it has imposed on Utah purchasers of private health
insurance, in the action Lopez v. Purdue Pharma, L.P., et. al., No.
18-cv-719 (D. Utah).
* Plaintiff Zachary R. Schneider seeks to hold Purdue accountable
for the economic harm it has imposed on Wisconsin purchasers of
private health insurance, in the action Schneider v. Purdue Pharma,
L.P., et. al., No. 19-cv-611 (E.D. Wis.).
S&L and its Co-counsel also represent the following persons in
their respective individual and putative capacities as proposed
representatives of classes of privately insured parties
who are plaintiffs and proposed class representatives in their
individual and representative capacities in suits originally
brought against Purdue and other affiliated and non-affiliated
defendants, as set forth below in their three (3) respective
actions in the three (3) states identified below, all of which have
been and remain stayed in connection with the MDL, the automatic
stay and Order Pursuant To 11 U.S.C. § 105(a) Granting, In Part,
Motion For A Preliminary Injunction (Adv. Pro. Docket No. 82),
entered in the Adversary Proceeding styled Purdue Pharma L.P., et
al. v. Commonwealth of Massachusetts, et al., Adv. Pro. No.
19-08289.
* Plaintiff William Taylor seeks to eventually hold Purdue
accountable for the economic harm it has imposed on Kansas
purchasers of private health insurance, in the action Taylor v.
Purdue Pharma, L.P., et. al., No. 19-cv-02596 (D. Kansas).
* Plaintiff William Stock seeks to eventually hold Purdue
accountable for the economic harm it has imposed on Oklahoma
purchasers of private health insurance, in the action Stock v.
Purdue Pharma, L.P., et. al., No. 19-cv-00526 (N.D. Okla.).
* Plaintiff Al Marino, Inc. seeks to eventually hold Purdue
accountable for the economic harm it has imposed on West Virginia
purchasers of private health insurance, in the action Al Marino,
Inc. v. Purdue Pharma, L.P., et. al., No. 19-cv-00723 (S.D. West
Va.).
S&L and its Co-counsel also represent Eric Hestrup; Dr. Hestrup is
the lead class claimant in a nationwide class action complaint in
the United States District Court for the Northern District of
Illinois, Hestrup v. Mallinckrodt PLC, et al., Case No.
19-cv-08453. As explained in paragraph 41 of the Hestrup Complaint,
Purdue was not named as a defendant therein because of the
automatic stay and the injunctive relief granted by the Bankruptcy
Court. The Hestrup Complaint was subsequently transferred to the
MDL and all proceedings in connection therewith are currently
stayed.
As of May 26, 2020, Morgan & Morgan has filed the following
action:
Martin v. Purdue Therapeutics, Inc., CV 2018-013354 (Maricopa
County).
Morgan & Morgan has filed actions against either or both Purdue
Pharma, Inc. and Purdue Therapeutics, Inc. on behalf of the
following:
-- Oklahoma
The County Commission of Mayes County
The County Commission of Rogers County
The County Commission of Nowata County
The County Commission of Creek County
The County Commission of Washington County
The County Commission of Okmulgee County
-- Kansas:
The County Commission of Crawford County
The County Commission of Neosho County
-- West Virginia:
Town of Kermit
City of Welch
Town of West Hamlin
McDowell County
Clay County
Lincoln County
Mercer County
Town of Chapmanville
Mingo County
Town of Chapmanville
Town of Hamlin
City of Williamson
Town of Gilbert
-- Missouri:
City of Springfield
-- Florida:
City of Deerfield Beach
City of Hallandale Beach
City of Pembroke Pines
City of Miramar
City of Lauderhill
City of Ft. Lauderdale
Monroe County
None of these plaintiffs has any "disclosable economic interest"
other than as disclosed in the preceding paragraphs.
Other than as disclosed herein, S&L does not currently represent or
claim to represent any other entity with respect to the Debtors'
cases, and does not hold any claim against or interest in the
Debtors or their estates.
Counsel for Eric Hestrup, et al. can be reached at:
Stevens & Lee, P.C.
Nicholas F. Kajon, Esq.
Constantine D. Pourakis, Esq.
485 Madison Avenue, 20th Floor
New York, NY 10022
Tel: (212) 319-8500
Fax: (212) 319-8505
E-mail: nfk@stevenslee.com
cp@stevenslee.com
Morgan & Morgan, P.A.
James Young, Esq.
Complex Litigation Group
76 S. Laura St., Suite 1100
Jacksonville, FL 32202
Telephone: (904) 361-0012
E-mail: jyoung@ForThePeople.com
- and -
Morgan & Morgan, P.A.
Juan R. Martinez, Esq.
Complex Litigation Group
201 N. Franklin Street, 7th Floor
Tampa, FL 33602
Telephone: (813) 223-5505
E-mail: juanmartinez@ForThePeople.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/XKwrNq
About Purdue Pharma
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.
The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.
Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.
REGALIA UNITS: Hires Pardo Jackson as Bankruptcy Counsel
--------------------------------------------------------
Regalia Units Owner LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of Florida
to employ Pardo Jackson Gainsburg, PL, as bankruptcy counsel to the
Debtor.
Regalia Units requires Pardo Jackson to:
a. advise the Debtors with respect to their powers and duties
as debtors and debtors-in-possession in the continued
management and operation of its business and properties;
b. attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and
consult on the conduct of the case, including all of the
legal and administrative requirements of operating in
Chapter 11;
c. advise the Debtors in connection with any contemplated
sales of assets or business combinations, including the
negotiation of stock purchase, merger or joint venture
agreements, formulate and implement bidding procedures,
evaluate competing offers, draft appropriate corporate
documents with respect to the proposed sales, and counsel
the Debtors in connection with the closing of such sales;
d. advise the Debtors in connection with post-petition
financing and cash collateral arrangements, provide advice
and counsel with respect to pre-petition financing
arrangements, and provide advice to the Debtors in
connection with the emergence financing, and negotiate and
draft documents relating thereto;
e. advise the Debtors on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases
and executory contracts;
f. provide advice to the Debtors with respect to legal issues
arising in or relating to the Debtors' ordinary course of
business;
g. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on
its behalf, the defense of any actions commenced against
the estates, negotiations concerning all litigation in
which the Debtors may be involved and objections to claims
filed against the estates;
h. prepare on behalf of the Debtors all schedules, motions,
pleadings, applications, adversary proceedings, answers,
orders, reports and papers necessary to the administration
of the estates;
i. negotiate and prepare on the Debtors' behalf a plan of
reorganization, disclosure statement and all related
agreements and/or documents, and take any necessary action
on behalf of the Debtors to obtain confirmation of such
plan;
j. attend meetings with third parties and participate in
negotiations with respect to the above matters;
k. advise the Debtors with respect to their responsibilities
in complying with the U.S. Trustee's Operating Guidelines
and Reporting Requirements and with the rules of the court;
l. appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtors'
estates before such courts and the U.S. Trustee; and
m. perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with the Chapter 11 cases.
Pardo Jackson will be paid at these hourly rates:
Attorneys $350 to $550
Paraprofessionals $125
Prior to the Petition Date, Pardo Jackson received from Golden
Beach Manager, Inc. ("Parent"), the sole member of Regalia Beach
Developers LLC, in the amount of $42,588. In addition, prior to the
Petition Date, the Parent paid Pardo Jackson the amount
of$100,000.
Pardo Jackson will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Linda Worton Jackson, partner of Pardo Jackson Gainsburg, PL,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Pardo Jackson can be reached at:
Linda Worton Jackson, Esq.
PARDO JACKSON GAINSBURG, PL
100 SE First Street, Suite 700
Miami, FL 33131
Tel: (305) 358-1001
Fax: (305) 358-2001
E-mail: ljackson@pardojackson.com
About Regalia Units Owner
Regalia Units Owner LLC, and Regalia Beach Developers LLC, which
are engaged in activities related to real estate, sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 20-15747) on May 27,
2020. In the petition signed by Christiane Bomeny, manager,
Regalia Units Owner was estimated to have $10 million to $50
million in assets and liabilities. PARDO JACKSON GAINSBURG, PL,
serves as bankruptcy counsel to the Debtor.
ROCHESTER DRUG: Committee Hires Pachulski Stang as Counsel
----------------------------------------------------------
The official committee of unsecured creditors of Rochester Drug
Co-Operative, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to retain
Pachulski Stang Ziehl & Jones LLP as its legal counsel.
The Committee requires Pachulski 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 analyzing 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 reviewing 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 reviewing 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 section
1104 of the Bankruptcy Code;
l. assist, advise and represent the Committee in understanding
its powers and its duties under the Bankruptcy Code and the
Bankruptcy Rules and in performing 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).
Compensation will be payable to Pachulski on an hourly basis at the
its standard hourly rates subject to a cap of $700 per hour, plus
reimbursement of actual, necessary expenses and other charges
incurred by Pachulski.
The firm's attorneys and paraprofessionals will be paid at hourly
rates as follows:
Partners $750 - $1,495
Of Counsel $675 - $1,125
Associates $625 - $725
Paraprofessionals $395 - $425
Ilan D. Scharf, Esq., a partner at Pachulski, disclosed in court
filings that neither the firm nor its attorneys represent any
interest adverse to that of the committee.
The counsel can be reached through:
James I. Stang, Esq.
Ilan D. Scharf, Esq.
Steven W. Golden, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
780 Third Avenue, 34th Floor
New York, NY 10017
Tel: (212) 561-7700
Fax: (212) 561-7777
Email: jstang@pszjlaw.com
ischarf@pszjlaw.com
sgolden@pszjlaw.com
About Rochester Drug Co-Operative
Rochester Drug Co-Operative, Inc. is an independently owned New
York cooperative corporation formed in 1905 and incorporated in
1948 with a principal office and place of business located at 50
Jet View Drive, Rochester, New York 14624. Its principal business
is to warehouse, merchandise, and then distribute, on a cooperative
basis, drugs, pharmaceutical supplies, medical equipment and other
merchandise commonly sold in drug stores, pharmacies, health and
beauty stores, and durable medical equipment business. It is a
wholesale regional drug cooperative that operates as both a buying
cooperative and a traditional drug distribution company created for
the purpose of helping independent pharmacies compete in the
current healthcare environment.
Rochester Drug Cooperative sought Chapter 11 protection (Bankr.
W.D.N.Y. Case No. 20-20230) on March 12, 2020. Debtor was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities.
The Hon. Paul R. Warren is the case judge.
Debtor tapped Bond, Schoeneck & King, PLLC as bankruptcy counsel;
Kurzman Eisenberg Corbin & Lever, LLP as special counsel; Huron
Consulting Services LLC as financial advisor; and Epiq Corporate
Restructuring, LLC as claims and noticing agent and administrative
advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on April 7, 2020. The committee tapped Pachulski Stang
Ziehl & Jones, LLP as its legal counsel, and GlassRatner Advisory &
Capital Group, LLC as its financial advisor.
ROCHESTER DRUG: Committee Taps GlassRatner as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Rochester Drug
Co-Operative, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to retain
GlassRatner Advisory & Capital Group, LLC as its financial
advisor.
The Committee requires GlassRatner to:
a. analyze the financial operations of the Debtor pre- and
post- petition as necessary;
b. perform forensic investigating services as requested by the
Committee and counsel regarding pre-petition activities of the
Debtor in order to identify potential causes of action as
necessary;
c. perform claims analysis for the Committee, as necessary;
d. verify the physical inventory of supplies, equipment and
other material assets and liabilities, as necessary;
e. assist the Committee in its analysis and review of monthly
statements of operations to be submitted by the Debtor;
f. analyze the Debtor's budgets, cash flow projections, cash
disbursements, restructuring programs, selling and general
administrative expense structure and other reports or analyses
prepared by the Debtor or its professionals in order to advise the
Committee on the status of the Debtor's operations;
g. analyze transactions with insiders, related and/or
affiliated companies;
h. prepare and submit reports to the Committee as necessary;
i. assist the Committee in its review of the financial aspects
of a plan of reorganization or liquidation, if any, to be submitted
by the Debtor;
j. attend court hearings, meetings of Creditors and
conferences with representatives of the creditor groups and their
counsel;
k. prepare hypothetical orderly liquidation analyses, as
necessary;
l. monitor, participate in and consult with the Committee in
regard to the marketing, and sale of any of the Debtor's assets as
necessary;
i. analyze the financial ramifications of any proposed
transactions for which the Debtor seeks Bankruptcy Court approval
including, but not limited to, post-petition sale of all or a
portion of the Debtors' assets, management compensation and/or
retention and severance plans;
m. provide assistance, including expert testimony, and
analysis in support of potential litigation (including avoidance
actions) that may be investigated and/or prosecuted by the
Committee as necessary; and
n. provide any other services in which the Committee requests
its Financial Advisor to
perform.
GlassRatner's normal hourly rates:
Principals $475 - $675
Managing Directors $340 - $535
Associates $150 - $395
Thomas Buck (Principal) $625
Wayne P. Weitz (Principal) $625
David Greenblatt (Director) $450
Various Staff as needed $150-$675
Thomas Buck, principal of GlassRatner, disclosed in court filings
that the firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Thomas Buck
GlassRatner Advisory & Capital Group, LLC
299 Park Avenue, 21st Floor
New York, NY 10171
Main: (212) 457-3308
Mobile: (610) 613-9458
Email: wweitz@glassratner.com
About Rochester Drug Co-Operative
Rochester Drug Co-Operative, Inc. is an independently owned New
York cooperative corporation formed in 1905 and incorporated in
1948 with a principal office and place of business located at 50
Jet View Drive, Rochester, New York 14624. Its principal business
is to warehouse, merchandise, and then distribute, on a cooperative
basis, drugs, pharmaceutical supplies, medical equipment and other
merchandise commonly sold in drug stores, pharmacies, health and
beauty stores, and durable medical equipment business. It is a
wholesale regional drug cooperative that operates as both a buying
cooperative and a traditional drug distribution company created for
the purpose of helping independent pharmacies compete in the
current healthcare environment.
Rochester Drug Cooperative sought Chapter 11 protection (Bankr.
W.D.N.Y. Case No. 20-20230) on March 12, 2020. Debtor was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities.
The Hon. Paul R. Warren is the case judge.
Debtor tapped Bond, Schoeneck & King, PLLC as bankruptcy counsel;
Kurzman Eisenberg Corbin & Lever, LLP as special counsel; Huron
Consulting Services LLC as financial advisor; and Epiq Corporate
Restructuring, LLC as claims and noticing agent and administrative
advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on April 7, 2020. The committee tapped Pachulski Stang
Ziehl & Jones, LLP as its legal counsel, and GlassRatner Advisory &
Capital Group, LLC as its financial advisor.
ROMANS HOUSE: Unsecureds Will be Paid Quarterly for 5 Years
-----------------------------------------------------------
Romans House, LLC, and Healthcore System Management, LLC, propose
this Plan of Reorganization.
The following classes shall be treated as follows:
* Class 1B - Secured Claim of Pender. This class is impaired.
Pender asserts the principal balance due and owing Pender is
$11,766,155. Romans will pay the Allowed Class 1B Claim in full.
* Class 1C - Secured Claim of Ally Bank. This class is
impaired. Allowed Secured Claim in the amount of $19,283. The
Allowed Class 1C Claim, plus interest thereon, shall be paid by
Reorganized Romans in consecutive monthly installments of $379.55
commencing the first day of the first full calendar month following
the Effective Date.
* Class 3A - Administrative Convenience Claims. This class is
impaired. Class 3A consists of all Allowed Unsecured Claims
against Romans of $1,000 or less, including all Allowed Unsecured
Claims whose holders elect to reduce their claim to $1,000.
Allowed Unsecured Claims in Class 3A will be fully satisfied by
Cash payment of the lesser of $1,000 or the Allowed Amount of such
Claim by Romans on the 10th Business Day after the Effective Date.
* Class 3B - Non-priority unsecured Claims. This class is
impaired. Each holder of an Allowed Unsecured Claim in Class 3B
shall be paid by Reorganized Romans from an unsecured creditor
pool, which pool shall be funded at the rate of $5,000.00 per
month. Payments from the unsecured creditor pool shall be paid
quarterly, for a period not to exceed five years (20 quarterly
payments) and the first quarterly payment will be due on the
twentieth day of the first full calendar month following the last
day of the first quarter.
* Class 3C – Administrative Convenience Claims. This class is
impaired. Allowed Unsecured Claims in Class 3C shall be fully
satisfied by Cash payment of the lesser of $1,000 or the Allowed
Amount of such Claim BY Healthcore on the 10th Business Day after
the Effective Date.
* Class 3D - Non-priority unsecured Claims. This class is
impaired. Each holder of an Allowed Unsecured Claim in Class 3D
will be paid by Reorganized Healthcore from an unsecured creditor
pool, which pool shall be funded at the rate of $5,000.00 per
month. Payments from the unsecured creditor pool shall be paid
quarterly, for a period not to exceed five (5) years (20 quarterly
payments) and the first quarterly payment will be due on the 20th
day of the first full calendar month following the last day of the
first quarter.
On the Effective Date, title to all assets, claims, Causes of
Action, properties, and business operations of the Debtor and of
the Estate shall vest and/or revest in the respective Reorganized
Debtor, and thereafter, each Reorganized Debtor shall own and
retain such assets free and clear of all liens and Claims, except
as expressly provided in this Plan.
A full-text copy of the Plan of Reorganization dated May 11, 2020,
is available at https://tinyurl.com/y97d6kre from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Robert T. DeMarco
Michael S. Mitchell
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Tel: 972-578-1400
Fax: 972-346-6791
E-mail: robert@demarcomitchell.com
E-mail: mike@demarcomitchell.com
About Romans House
Romans House, LLC, operates Tandy Village Assisted Living, a
continuing care retirement community and assisted living facility
for the elderly in Fort Worth, Texas. Affiliate Healthcore System
Management, LLC, operates Vincent Victoria Village Assisted Living,
also an assisted living facility for the elderly.
Romans House, LLC, and Healthcore System sought Chapter 11
protection (Bankr. N.D. Tex. Case Nos. 19-45023 and 19-45024) on
Dec. 9, 2019. Romans House estimated $1 million to $10 million in
both assets and liabilities. Healthcore was estimated to have $1
million to $10 million in assets, and $10 million to $50 million in
liabilities. The Hon. Edward L. Morris is the case judge. DeMarco
Mitchell, PLLC, is the Debtors' counsel.
RONNA'S RUFF: Seeks to Extend Exclusive Filing Period to Aug. 24
----------------------------------------------------------------
Ronna's Ruff Bark Trucking, Inc. asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to extend for ninety days, or
until August 24, the exclusive period within which it can file a
plan of reorganization.
The Debtor is a provider of trucking in the logging business for a
wide variety of commercial clients. Although the Debtor was not
shut down by Governor Wolf's stay-in-place Order, a substantial
number of the businesses for which the Debtor hauls logs were shut
down thereby substantially impairing its business operations. The
Debtor believes that it will be more able to gradually resume full
operations upon the expiration of the Governor's Order in
Northwestern Pennsylvania.
In addition the Debtor continues to work toward downsizing. Thus,
if it will be allowed an extension of the exclusivity period, the
Debtor will be in a better position to evaluate the use of its
trucks/equipment after resuming full operations and determine which
items may be sold or surrendered .
About Ronna's Ruff Bark Trucking
Ronna's Ruff Bark Trucking, Inc., is a privately held company in
the skidding logs business.
Ronna's Ruff Bark Trucking, based in Shippenville, PA, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-11167) on Nov. 25,
2019. In the petition signed by Erick Merryman, owner, the Debtor
was estimated to have $1 million to $10 million in both assets and
liabilities. The Hon. Thomas P. Agresti is the presiding judge.
Michael S. JanJanin, Esq., at Quinn Buseck Leemhuis Toohey & Kroto,
Inc., serves as bankruptcy counsel.
ROYAL CARIBBEAN: Moody's Rates New Senior Guaranteed Note 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Royal Caribbean
Cruises Ltd.'s proposed senior guaranteed note issuance. The
company's other ratings are unchanged including its Ba1 Corporate
Family Rating, Ba1-PD Probability of Default Rating, Baa3 senior
secured rating, and Ba2 senior unsecured rating. The outlook
remains negative.
The proceeds of the planned issuance of $1.0 billion senior
guaranteed notes due 2023 and $1.0 billion senior convertible notes
(unrated) will be used for general corporate purposes, including
possibly the repayment of debt. "The additional $2.0 billion of
liquidity will ensure Royal Caribbean can get through this period
of suspended operations and material monthly cash burn," stated
Pete Trombetta, Moody's lodging and cruise analyst. Assuming
monthly cash burn of $250 million to $275 million, this planned
transaction provides Royal Caribbean with an additional seven to
eight months of liquidity with no operations such the it can
sustain no operations until at least mid-2021. Moody's estimates
Royal Caribbean's cash balances to be approximately $5.3 billion --
April 30, 2020 cash balances plus cash received from the May debt
issuance after repayment of the $2.35 billion bridge facility, and
assuming $2.0 billion proceeds from this planned issuance.
Assignments:
Issuer: Royal Caribbean Cruises Ltd.
Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4)
RATINGS RATIONALE
Royal Caribbean's credit profile is supported by its solid market
position as the second largest global ocean cruise operator based
upon capacity and revenue which acknowledges the strength of its
brands. Royal Caribbean is well diversified by geography, brand,
and market segment. In the short run, Royal Caribbean's credit
profile will be dominated by the length of time that cruise
operations continue to be highly disrupted and the resulting
impacts on the company's cash consumption and its liquidity
profile. However, over the long run, the value proposition of a
cruise vacation as well as a group of loyal cruise customers
supports a base level of demand once health safety concerns have
been effectively addressed. The normal ongoing credit risks include
the company's high leverage, which Moody's forecasts will exceed
4.0x for the next two years, the highly seasonal and
capital-intensive nature of cruise companies and the cruise
industry's exposure to economic and industry cycles, weather
incidents and geopolitical events.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, 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 cruise sector has been one of the sectors most
significantly affected by the shock given its sensitivity to
consumer demand and sentiment. More specifically, Royal Caribbean's
credit profile, including its exposure to increased global travel
restrictions, have left it vulnerable to shifts in market sentiment
in these unprecedented operating conditions and the company remains
vulnerable to the outbreak continuing to spread. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
The negative outlook reflects Royal Caribbean's high leverage and
the uncertainty around pace and level of the recovery in demand
that will enable the company to de-lever to below 4.5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to a downgrade include indications over the
coming months that 2021 demand recovery may be weaker than expected
resulting in lower profitability or an expectation that debt/EBITDA
will remain above 4.5x or EBITA/interest expense was stabilized
below 3.0x. Ratings could also be downgraded if free cash flow
deficits deepen in 2020 or should liquidity deteriorate for any
reason. The outlook could be revised to stable if operations resume
and demand shows good recovery trends in 2021 resulting in leverage
approaching 4.5x. Given the negative outlook an upgrade is unlikely
over the near term. However, ratings could eventually be upgraded
if the company can maintain debt/EBITDA below 3.5x, and
EBITA/interest expense above 5.0x. A ratings upgrade would also
require a financial policy and capital structure that supports the
credit profile required of an investment grade rating through
inevitable industry downturns.
Royal Caribbean Cruises is a global vacation company that operates
four wholly-owned or majority-owned cruise brands, including Royal
Caribbean International, Celebrity Cruises, Azamara Club Cruises
and Silversea Cruises. The company also operates two brands through
joint ventures -- TUI Cruises (50%) and Pullmantur (49%). The six
brands operate a combined 61 cruise ships with an aggregate
capacity of about 141,570 berths as of December 31, 2019. Net
revenue for fiscal 2019 was $8.7 billion.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
ROYAL TRANSPORT: Seeks to Hire Eric A. Liepins as Counsel
---------------------------------------------------------
Royal Transport Express, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Texas to employ Eric A.
Liepins, P.C., as counsel to the Debtor.
Royal Transport 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.
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 Royal Transport Express
Royal Transport Express, LLC, is a freight shipping and trucking
company based in Murphy, Texas. Royal Transport filed for Chapter
11 bankruptcy protection (Bankr. E.D. Tex. Case No. 19-43230) on
Dec. 2, 2019. In the petition signed by Bahadur Dhesi, managing
member, the Debtor disclosed $820,800 in assets and $1,250,676 in
liabilities. The Hon. Brenda T. Rhoades oversees the case. The
Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins
P.C.
S.A. SPECIALTIES: Unsecureds to Recover 10% or 25% of Claims
------------------------------------------------------------
S.A. Specialties San Antonio, LLC, submitted a Chapter 11 Plan and
a Disclosure Statement.
Class 2 Secured claims of Ally Financial/Ally Bank are impaired.
The agreement between parties provides that the Debtor will begin
making regular monthly payments to Ally on the Proofs of Claim
(16-30) filed herein by Ally beginning in January 2020, and
continuing such contractual monthly payments without modification
going forward, until all of the contracts with Ally referenced
herein have been paid in full.
Class 7 consist of claims of unsecured creditors which existed
prior to confirmation. The Class 7 unsecured claims will be paid
25% of their allowed unsecured claims through equal quarterly
payments of principal based on a 3-year plan term, with payments
beginning on the first day of the third month following the
Effective Date of the Plan. The projected quarterly payments will
be disbursed on a pra-rata basis to unsecured creditors upon the
amount of their allowed claims.
Alternatively, Class 7 creditors may elect to receive a lump sum
cash distribution equal to 10% of the unsecured creditor's allowed
claim. The 10% distribution will be made by the Debtor on or
before the 120th day following Effective Date of the Plan.
The Plan is feasible as a result of the income being generated by
the Debtor from its ongoing and future operations.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/ycy87l78 from PacerMonitor.com at
no charge.
Counsel for the Debtor:
William R. Davis, Jr.
David S. Gragg
Langley & Banack, Inc.
745 E. Mulberry, Suite 700
San Antonio, Texas 78212
(210) 736-6600 Telephone
(210) 735-6889 Fax
About S.A. Specialties
Founded in 2004, S.A. Specialties San Antonio --
https://saspecialties.com/ -- is an air conditioning, heating, and
insulation company. It installs and repairs air conditioning and
heating systems; inspects ductwork systems; and installs and
repairs gas, electric, and heat pumps. S.A. Specialties is based
in San Antonio, Texas.
S.A. Specialties San Antonio filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 19-52405) on Oct. 1, 2019. In its petition, the
Debtor was estimated to have $500,000 to $1 million in assets and
$1 million to $10 million in liabilities. The petition was signed
by Jason A. Roberds, managing member. Judge Craig A. Gargotta
oversees the case. William R. Davis Jr., Esq., at Langley &
Banack, Inc., is the Debtor's bankruptcy counsel.
S.A.S.B. INC: Exclusive Plan Filing Period Extended to July 16
--------------------------------------------------------------
Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern
District of Florida extended to July 16 the period during which
S.A.S.B., Inc. has the exclusive right to file a Chapter 11 plan of
reorganization. The company will continue to have the exclusive
right to obtain acceptances for the plan through Sept. 14.
About S.A.S.B. Inc.
Based in Okeechobee, Fla., S.A.S.B., Inc., filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 19-23357) on Oct. 4, 2019, listing under $1
million in both assets and liabilities. The case has been assigned
to Judge Erik P. Kimball. Craig I. Kelley, Esq., at Kelley, Fulton
& Kaplan, P.L., is the Debtor's legal counsel.
SANAM CONYERS: Janam to Seek Plan Confirmation June 25
------------------------------------------------------
Judge Wendy L. Hagenau has ordered that the Amended Disclosure
Statement filed by Janam Madison Lodging, Inc., on May 11, 2020, is
conditionally approved.
All ballots previously cast for the Debtor's plan will be counted
unless changed. June 17, 2020 is set as the deadline to change a
prior ballot or to cast a new ballot for the Amended Plan.
June 25, 2020 is fixed for the hearing on final approval of the
conditionally approved Amended Disclosure Statement and for
confirmation of the Amended Plan. The hearing shall be held at
1:30 p.m. in Courtroom 1403, United States Courthouse, 75 Ted
Turner Dr., SW, Atlanta, Georgia, before Judge Wendy L. Hagenau.
All written objections to the Debtor's Plan previously filed will
be considered unless changed. June 17, 2020 is set as the deadline
to change a prior written objection or to file and serve new
written objections.
About Janam Madison
Janam Madison owns and operates a single hotel located at 1972
Eaton Rd. Madison, GA 30650 d/b/a Red Roof Inn and Suites which was
purchased in February 2016 for $1,850,000. The Hotel has 56 guest
rooms. At the time the Hotel was acquired, Sunita Patel
contributed approximately $300,000 and financed the balance of the
purchase through loans with NOA Bank and the U.S. Small Business
Administration.
Equity interests are held by Sunita Patel, having 80 membership
units, and Galaxy Management, having 20 membership units. Galaxy
Management, LLC, in turn, is owned 100% by Sunita Patel.
Janam Madison Lodging, Inc., along with related debtor entities,
filed a Chapter 11 petition on March 26, 2019 in the U.S.
Bankruptcy Court for the Northern District of Georgia. Their cases
are jointly administered In re Sanam Conyers Lodging, LLC (Bankr.
Lead Case No. 19-54798). Judge Wendy L. Hagenau oversees the
cases. Danowitz Legal, PC, is the Debtors' counsel.
SANAM CONYERS: Unsecureds to be Paid in Full in Janam Plan
----------------------------------------------------------
Janam Madison Lodging LLC, d/b/a Red Roof Inn & Suites, filed an
Amended Disclosure Statement explaining its Chapter 11 Plan.
The Plan will be funded primarily by from income from the operation
of the Reorganized Debtor's Hotel.
The following classes shall be treated as follows:
* Class B: Allowed Claim of Red Roof Franchising, LLC To Cure
Pre-Petition Franchise Default. The claim will be paid in full on
the Effective Date, unless this claimant agrees in writing to other
terms of payments.
* Class C: Allowed Secured Claims of Dr. Kiran & Pallavi Patel
2017 Foundation for Global Understanding, Inc. Dr. Kiran & Pallavi
Patel 2017 Foundation for Global Understanding filed a Claim in the
mount of $896,803. The allowed Claim will be paid in full with
interest at the rate of Wall Street Prime plus 2%, which at the
time of the filing of this Plan equal an APR of 5.25%.
* Class D: Allowed Secured Claim of The U.S. Small Business
Administration (SBA). SBA filed a claim in the amount of $618,095,
secured by a second priority deed to secure debt Debtor's real and
personal property, arising from a promissory Note that matures on
May 1, 2036, and which accrues interest at the rate of 2.310%. The
SBA will be paid the full amount of their allowed claim at the
contractual rate of interest amortized over a period of twenty-five
years.
* Class E: Allowed Secured Claim of Ascentium Capital LLC.
Ascentium Capital LLC, filed a claim in the amount $223,164,
secured property of the estate. The Ascentium claim will be paid in
full. Ascentium will be paid interest only on the claim, at the
rate of prime plus 2%, for a period of four years beginning on the
effective date. Plan payments will be in the amount of $976.45 per
month.
* Class F: Allowed General Unsecured Claims Less Than $1,000
(Convenience Class). All allowed claims of less than $1,000 will be
paid on the Effective Date. Claimants having claims greater than
$1,000 may elect to be classified in this Class and, upon doing so,
will be entitled to payment of $999.99 on the Effective Date.
* Class G: Allowed General Unsecured Claims. Allowed claims of
general unsecured claimants will be paid in full. Payments will be
issued pro-rata to all allowed claims in this class at the rate of
not less than $5,000 per calendar quarter ("the Plan Funding Pool")
with the first distributions to commence three months after the
Effective Date. The Plan Funding Pool will be increased to an
amount not less than $10,000 per calendar quarter after the
completion of the payment of all Class A priority tax claims.
Payments will be issued pro-rata to claimants in this class.
* Class H: Equity Security Interests. Equity Security Interests
will retain their equity interests, but will not be entitled to
receive any distributions until all Plan payments to senior classes
have been made, and all allowed claims have been paid in full.
A full-text copy of the Amended Disclosure Statement dated May 11,
2020, is available at https://tinyurl.com/y9ne3w87 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Edward F. Danowitz, Esq.
Danowitz Legal, PC
300 Galleria Parkway, Suite 960
Atlanta, GA 30339
Tel: 770-933-0960
About Janam Madison
Janam Madison owns and operates a single hotel located at 1972
Eaton Rd. Madison, GA 30650 d/b/a Red Roof Inn and Suites which was
purchased in February 2016 for $1,850,000. The Hotel has 56 guest
rooms. At the time the Hotel was acquired, Sunita Patel
contributed approximately $300,000 and financed the balance of the
purchase through loans with NOA Bank and the U.S. Small Business
Administration.
Equity interests are held by Sunita Patel, having 80 membership
units, and Galaxy Management, having 20 membership units. Galaxy
Management, LLC, in turn, is owned 100% by Sunita Patel.
Janam Madison Lodging, Inc., along with related debtor entities,
filed a Chapter 11 petition on March 26, 2019 in the U.S.
Bankruptcy Court for the Northern District of Georgia. Their cases
are jointly administered In re Sanam Conyers Lodging, LLC (Bankr.
Lead Case No. 19-54798). Judge Wendy L. Hagenau oversees the
cases. Danowitz Legal, PC, is the Debtors' counsel.
SAVE MONEY AND RETAIN: Hires Cohen Law as Special Counsel
---------------------------------------------------------
Save Money and Retain Temperature, LLC, seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Cohen Law Group, as special counsel to the Debtor.
Cohen Law will substitute to Merlin Law Group, P.A.
Save Money and Retain requires Cohen Law to provide legal services
to help the Debtor recover insurance claims. Cohen Law will be
paid on a contingent fee basis.
David William Davich, a partner of Cohen Law Group, 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.
Cohen Law can be reached at:
David William Davich, Esq.
COHEN LAW GROUP
350 North Lake Destiny Road
Maitland, FL 32751
Tel: (407) 478-4878
Fax: (407) 478-0204
About Save Money and Retain Temperature
Save Money and Retain Temperature, LLC, is a general contractor,
focusing on obtaining clients who have insurance claims relating to
disasters like hurricanes. It finds the clients, obtains an
assignment of their insurance claim, hires attorneys to prosecute
claims against the insurance companies, and in the meantime
commences repairs on the clients' property generally before any
collection of insurance proceeds. The actual repairs are
undertaken by a "project manager" and various subcontractors.
Save Money and Retain Temperature sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04090) on
April 30, 2019. At the time of the filing, the Debtor was
estimated to have assets of between $1 million and $10 million and
liabilities of the same range. Santana, Byrd & Jaap, P.A., is the
Debtor's bankruptcy counsel. Makris & Mullinax, P.A., Kling Law,
P.A., Cohen Law Group, Kovar Law Group, serve as special counsels.
SAVE MONEY AND RETAIN: Hires Kovar Law as Special Counsel
---------------------------------------------------------
Save Money and Retain Temperature, LLC, seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Kovar Law Group, as special counsel to the Debtor.
Save Money and Retain requires Kovar Law to represent the Debtor in
various claims against insurance companies and a separate lien
foreclosure matter.
Kovar Law will be paid on a contingent fee basis.
Jay Kovar, partner of Kovar Law Group, 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.
Cohen Law can be reached at:
Jay Kovar, Esq.
KOVAR LAW GROUP
6617 Gulfport Boulevard South
South Pasadena, FL 33707
Tel: (727) 827-7777
Fax: (813) 701-2482
About Save Money and Retain Temperature
Save Money and Retain Temperature, LLC, is a general contractor,
focusing on obtaining clients who have insurance claims relating to
disasters like hurricanes. It finds the clients, obtains an
assignment of their insurance claim, hires attorneys to prosecute
claims against the insurance companies, and in the meantime
commences repairs on the clients' property generally before any
collection of insurance proceeds. The actual repairs are undertaken
by a "project manager" and various subcontractors.
Save Money and Retain Temperature sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04090) on
April 30, 2019. At the time of the filing, the Debtor was
estimated to have assets of between $1 million and $10 million and
liabilities of the same range. Santana, Byrd & Jaap, P.A., is the
Debtor's bankruptcy counsel. Makris & Mullinax, P.A., Kling Law,
P.A., Cohen Law Group, Kovar Law Group, serve as special counsels.
SEAGATE TECHNOLOGY: S&P Assigns 'BB+' Rating on 11-Yr. Unsec. Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery
ratings to Fremont, Calif.-based hard disk drive maker Seagate
Technology PLC's new 11-year unsecured notes, the same as what S&P
had rated its existing unsecured debt. Seagate's subsidiary Seagate
HDD Cayman -- the borrower of the existing debt -- will issue the
new 11-year notes, the proceeds of which will be used to redeem
portions of the existing notes due 2022 and 2023.
S&P said, "Our 'BB+' issuer credit rating on Seagate is unchanged.
With S&P Global Ratings-adjusted gross leverage of 2.3x, the
company has ample cushion to our downgrade threshold of 3x. We
expect leverage to remain in the low-2x area through fiscal year
2021, supported by stable revenues and profitability, due to
continued strong demand from hyperscale customers, despite
significant macroeconomic weakness."
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P's '3' recovery rating on Seagate's unsecured debt is
unchanged.
-- S&P values the company on a going-concern basis because it
believe reorganization rather than liquidation would yield more
value for creditors due to the company's proprietary disk
technologies.
-- S&P values Seagate using a 6x multiple of its projected
emergence EBITDA, which reflects its scale and intellectual
property.
-- S&P's simulated default scenario contemplates a default in 2025
due to significant declines in flash pricing that allows flash to
take a higher share of use cases from hard disks than its currently
expect.
Simulated default assumptions
-- Simulated year of default: 2025
-- Emergence EBITDA: $600 million
-- Multiple: 6x
-- The revolving credit facility is 85% drawn at default
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $3.4
billion
-- Senior unsecured debt claims: $5.5 billion
-- Recovery expectations: 50%-70% (rounded estimate: 60%)
SFP FRANCHISE: Sets Sale/Abandonment Procedures for Misc. Assets
----------------------------------------------------------------
SFP Franchise Corp. and Schurman Fine Papers ask the U.S.
Bankruptcy Court for the District of Delaware to authorize
procedures in connection with the sale or abandonment of
miscellaneous assets.
Throughout these Chapter 11 Cases the Debtors have been involved in
the following five separate sale processes as part of a concerted
effort to maximize the value of the Debtors' assets:
a. On Feb. 14, 2020, the Court entered the GOB Sale Order,
authorizing, among other things, the Debtors to liquidate their
inventory through a going-out-of-business sale process at all of
the Debtors' retail locations and the Debtors website.
b. On Feb. 27, 2020, the Court entered the Paper Source Sale
Order, authorizing, among other things, the Debtors to sell certain
of their retail store leases and the furniture, fixtures and
equipment located at certain of their retail stores to Paper
Source, Inc. pursuant to an asset purchase agreement.
c. On April 14, 2020, the Court entered the FFE Sale Order,
authorizing, among other things, the Debtors to sell certain
furniture, fixtures and equipment to Fidelitone Order Fulfillment,
LLC pursuant to an asset purchase agreement.
d. On April 27, 2020, the Court entered the Claims Sale Order,
authorizing the Debtors to sell their claims in the ongoing
Visa/Mastercard interchange fee class action litigation to Jeffries
Leveraged Credit Products, LLC pursuant to an asset purchase
agreement.
e. A sale process is also ongoing pursuant to the Debtors' IP
Sale Motion, asking authorization from the Court for the Debtors to
sell various intellectual property assets.
Through the Sales, the Debtors are attempting to realize the
greatest recovery on their assets for their estates, creditors and
other parties-in-interest. Despite the Sales, certain of their
assets remain ("Miscellaneous Assets"), including, but not limited
to, domain names, bulk inventory and various types of other
personal property that the Debtors no longer require following the
Sales and cessation of their operations. The Debtors believe they
may sell certain of the Miscellaneous Assets, such as domain names,
bulk inventory and various types of other personal property, in the
ordinary course of business; however, to avoid doubt and to
maximize
value to their estates during the wind-down process, the Debtors
ask Court approval to sell the Miscellaneous Assets.
Requiring the Debtors to obtain Court approval for every sale or
abandonment of Miscellaneous Assets would unnecessarily burden the
Court and increase costs for their estates. Thus, to minimize
burden and cost, they ask approval of procedures, permitting them
to sell or abandon the Miscellaneous Assets.
The Debtors ask entry of an order authorizing the implementation of
comprehensive procedures for the sale or abandonment of
Miscellaneous Assets free and clear of liens, claims and
encumbrances, including, among other things, the payment of fees
and expenses to third party brokers and sales agents engaged by the
Debtors in connection with the sale of Miscellaneous Assets. They
believe that employing the Procedures proposed in the Motion would
be the most efficient and economical means by which to dispose of
the Miscellaneous Assets.
The Debtors ask that the following Procedures be implemented with
regard to the sale or abandonment of Miscellaneous Assets:
A. De Minimis Dispositions
I. If (a) the aggregate consideration for a Miscellaneous
Asset proposed to be sold or (b) the book value of a Miscellaneous
Asset proposed to be abandoned is less than $25,000, the Debtors
request that no notice or hearing be required for the Debtors to
consummate such a sale, transfer or abandonment, provided that the
Debtors will provide the Subordinated Creditors and the Committee
with three business days advance notice of such proposed sale,
transfer or abandonment and the Subordinated Creditors and
Committee consent or do not object by providing written notice to
the Debtors prior to expiration of such notice period. The Debtors
will maintain records of all De Minimis Dispositions and such
transactions will be reported in the Monthly Report.
II. To the extent the De Minimis Disposition involves the
sale of Miscellaneous Assets, the Debtors will submit a proposed
order authorizing such De Minimis Disposition free and clear of all
liens, claims and encumbrances under certification of counsel.
Upon entry of such order, the Debtors may immediately consummate
the sale of the Miscellaneous Assets and take any actions that are
reasonable and necessary to close the transaction and obtain the
sale proceeds, including, but not limited to, paying Commissions to
any third party sales agents or brokers. If the De Minimis
Disposition involves the abandonment of Miscellaneous Assets, the
Debtors may abandon the Miscellaneous Assets without further
notice, hearing or order.
B. Sales of Non-De Minimis Miscellaneous Assets
I. The following Procedures will apply to the sale of a
Miscellaneous Asset that has a purchase price of $25,000 or greater
but less than $100,000:
a. The Debtors will file and serve the Sale Notice
of the proposed sale upon all the Interested Parties.
b. The Sale Objection Deadlins is seven days after
service of the Sale Notice at 4:00 p.m. (ET).
c. To the extent that a competing bid is received
for the purchase of a Miscellaneous Asset in a particular Proposed
Sale after service of the Sale Notice that materially exceeds the
value of the consideration described in the Sale Notice for such
asset, then the Debtors may file and serve an amended Sale Notice
for the Proposed Sale of the applicable asset to the subsequent
bidder, even if the proposed purchase price exceeds the Sale Cap.
d. If no Sale Objection is received prior to the
expiration of the Sale Objection Deadline or, if applicable, the
Extended Sale Objection Deadline, the Debtors will submit Proposed
Order.
e. If a Sale Objection is timely filed and received
and cannot be resolved consensually, then the Miscellaneous
Asset(s) that is the subject of the Sale Objection will not be sold
or transferred except upon order of the Court, after notice and a
hearing, or resolution of the Sale Objection.
f. Sales of Miscellaneous Assets will be free and
clear of all Interests, with any such Interests attaching to the
net sale proceeds.
g. Sales of Miscellaneous Assets made in accordance
with the Procedures may be by private sale or by public auction, as
determined by the Debtors to be most efficient under the facts and
circumstances applicable to each sale.
The Debtors likewise request authority to abandon any Miscellaneous
Asset with a book value of $25,000 or more but less than $50,000
pursuant to the following procedures:
a. After determining to abandon any such Miscellaneous Asset,
the Debtors will file and serve the Abandonment Notice on the
Interested Parties.
b. The Abandonment Notice will specify: (a) the Miscellaneous
Asset(s) being abandoned; (b) a summary of the justifications for
the abandonment; (c) the identities of any known parties holding or
asserting liens in the relevant Miscellaneous Asset(s); (d) if
applicable, the identity of the entity to which the Miscellaneous
Asset(s) will be abandoned; and (e) the Abandonment Objection
Deadline.
c. The deadline for filing an objection to the Proposed
Abandonment will be seven days after service of the Abandonment
Notice at 4:00 p.m. (ET).
d. If no Abandonment Objection is received prior to the
expiration of the Abandonment Objection Deadline, the Debtors will
submit a proposed order approving the Proposed Abandonment Order.
e. If an Abandonment Objection is timely filed and received
and cannot be resolved consensually, then the Miscellaneous Asset
that is the subject of the Abandonment Objection will not be
abandoned except upon order of the Court, after notice and a
hearing,
or resolution of the Abandonment Objection.
The Debtors will provide a Monthly Report within 20 days after the
end of each calendar month concerning any sales, transfers or
abandonments made pursuant to the Procedures to the counsel to the
Subordinated Creditors, the Committee and the U.S. Trustee. No
such reports will be provided, however, for any month where there
are no such sales, transfers or abandonments.
To implement the foregoing, the Debtors ask a waiver of any stay of
the effectiveness of the order approving the Motion.
A hearing on the Motion was set for May 28, 2020 at 3:00 p.m. (ET).
The objection deadline was May 21, 2020 at 4:00 p.m. (ET).
About Schurman Retail Group
Schurman Retail Group -- http://www.srgretail.com-- was founded in
1950 as an importer and wholesaler of fine greeting cards offering
its products through wholesale, franchise, retail, and online
channels.
Schurman Retail Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 20-10134) on Jan. 23,
2020. In the petition signed by CRO Craig M. Boucher, the Debtor
was estimated to have assets of between $10 million to $50 million
and liabilities of between $50 million to $100 million as of the
bankruptcy filing.
Adam G. Landis, Esq., Matthew B. McGuire, Esq., Nicolas E. Jenner,
Esq., of Landis Rath & Cobb LLP, are the Debtor's counsel. Omni
Agent Solutions is the Debtors' claims and noticing agent.
SINGLETARY ENTERPRISES: Hires J. Scott Logan as Bankruptcy Counsel
------------------------------------------------------------------
Singletary Enterprises LLC seeks authority from the U.S. Bankruptcy
Court for the District of Maine to hire the Law Office of J. Scott
Logan, LLC as its legal counsel.
The firm will represent Debtor in its Chapter 11 case and will be
paid an hourly fee of $225 for its services.
J. Scott Logan, Esq., disclosed in court filings that he and his
firm do not have any interest adverse to Debtor's bankruptcy
estate.
The firm can be reached through:
J. Scott Logan, Esq.
Law Office of J. Scott Logan, LLC
75 Pearl Street
Portland, ME 04101
Tel: 207-699-1314
Email: scott@southernmainebankruptcy.com
About Singletary Enterprises
Singletary Enterprises LLC owns in fee simple a building located at
23 Maine Avenue Saco, Maine, valued at $800,000.
Singletary Enterprises filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. D. Maine Case No. 20-20169) on May
7, 2020. At the time of the filing, Debtor disclosed $1,603,500 in
assets and $591,326 in liabilities. J. Scott Logan, Esq., at Law
Office of J. Scott Logan, LLC, is Debtor's legal counsel.
SKEFCO PROPERTIES: Trustee Hires Bruce Harris as Special Counsel
----------------------------------------------------------------
Michael E. Collins, the Chapter 11 Trustee of Skefco Properties,
Inc., and its debtor-affiliates, seeks authority from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Bruce Harris, Esq., as special counsel to the Trustee.
The Trustee requires Bruce Harris to assist the Trustee and handle
certain litigation and real estate matters.
Bruce Harris will be paid at the hourly rate of $30.
Bruce Harris will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bruce Harris assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
About Skefco Properties
Skefco Properties, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-26580) on Aug. 20,
2019. At the time of the filing, the Debtor disclosed $4,473,400
in assets and $1,693,357 in liabilities.
Judge Jennie D. Latta oversees the case.
The Debtor is represented by the Law Office of John E. Dunlap.
Michael E. Collins, Esq., was appointed as the Debtor's Chapter 11
trustee. The Trustee is represented by Manier & Herod, P.C.
SM-T.E.H. REALTY: Seeks to Hire CBRE Inc. as Broker
---------------------------------------------------
SM-T.E.H. Realty 4, LLC, seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Missouri to employ CBRE, Inc., as
broker to the Debtor.
SM-T.E.H. Realty requires CBRE Inc. to market and sell the Debtor's
assets consisting of a 300 unit apartment complex located at 4015
Brittany Circle, St. Louis, Missouri.
CBRE Inc. will be paid a commission of 1.25% of the sale price.
Jeff Kaiser, a managing director of CBRE, Inc., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
CBRE Inc. can be reached at:
Jeff Kaiser
CBRE, INC.
190 Carondelet Plaza, Suite 1400
St. Louis, MO 63105
Tel: (314) 655-6066
About SM-T.E.H. Realty 4
SM-T.E.H. Realty 4, LLC, is a single asset real estate (as defined
in 11 U.S.C. Section 101(51B)), whose principal assets are located
at 4015 Brittany Circle Bridgeton, Mo.
SM-T.E.H. Realty 4 sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Case No. 20-42148) on April 21,
2020. The petition was signed by Michael Fein, Debtor's manager.
At the time of the filing, Debtor disclosed estimated assets of $10
million to $50 million and estimated liabilities of the same range.
Judge Kathy A. Surratt-States oversees the case. The Debtor tapped
Steven M. Wallace, Esq., at Silver Lake Group, Ltd., as its
counsel.
SMT RE HOLDINGS: Rental Income to Pay Creditors in Full
-------------------------------------------------------
SMT Re Holdings, LLC, submitted a Chapter 11 Plan.
Initially, the Debtor will receive funds from the principal,
Shirrana Todd in the form of rent. Rent will be sufficient to meet
the monthly and future obligations outlined in the Disclosure
Statement and Plan. If Shirrana Todd is unable to meet the set
monthly obligations, the Debtor will seek other rental income in
place of Ms. Todd.
The Plan may provide for the Debtor to reorganize by continuing to
operate, to liquidate by selling assets of the estate, or a
combination of both.
Secured Claims are claims secured by liens on property of the
estate. The Debtor believes it has two secured creditor, namely,
First National Bank and the Washington County Collector.
Certain priority claims that are referred to in Sections 507 (a)
(3), (4), (5), (6), and (7) of the Bankruptcy Code are required to
be placed in classes. These types of claims are entitled to
priority treatment as follows: the Code requires that each holder
of such a claim receive cash on the Effective Date equal to the
allowed amount of such claim. However, a class of unsecured
priority claim holders may vote to accept deferred cash payments of
a value, as of the Effective Date, equal to the allowed amount of
such claims.
The Debtor has no unsecured claims.
Interest Holders are the parties who hold ownership interest (i.e.,
equity interest) in the Debtor. Shirrana Todd is the sole member
and owner of the Debtor.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/ych98uso from PacerMonitor.com at
no charge.
Attorney for Plan Proponent:
Don Brady
Brady & Conner, PLLC
3398 E. Huntsville Rd
Fayetteville, Arkansas
72701 479-443-8080
About SMT RE Holding LLC
SMT RE Holding LLC is an Arkansas Limited Liability Company with
its principal assets located in Washington County, Arkansas.
SMT RE Holding LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ark. Case No. 20-70589) on March 5,
2020, listing under $1 million in both assets and liabilities. Don
Brady, Jr., Esq. at BRADY & CONNER, PLLC, serves as the Debtor's
counsel.
SPECTRUM BRANDS: Fitch Affirms BB LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Spectrum Brands, Inc.'s ratings,
including its Long-Term Issuer Default Rating of 'BB'. The Rating
Outlook is Stable.
Spectrum's 'BB' rating reflects the company's diversified portfolio
across products and categories with well-known brands, and
commitment to maintain leverage (net debt/EBITDA) between 3.5x and
4.0x, which equates to a similar gross debt/EBITDA target assuming
around $150 million in cash. The rating also reflects expectations
for modest organic revenue growth over the long term, reasonable
profitability with an EBITDA margin near 15%, and positive FCF.
These positive factors are offset by recent profit margin pressures
across segments and the company's acquisitive posture, which could
cause temporary leverage spikes following a transaction. Finally,
the rating considers expected near-term business challenges
relating to the impact of the coronavirus on Spectrum's
manufacturing capabilities, and the impact of a consumer recession
on Spectrum's operating segments like hardware and home
improvement.
KEY RATING DRIVERS
Diverse Portfolio, Good Brands: Spectrum has a diverse portfolio
across product categories, retail channels and geographies, which
benefits the company as it navigates global and local economic
cycles and retail market share shifts. Following recent asset sales
of Spectrum's batteries and auto care businesses, Spectrum's
largest division is hardware and home improvement, which
contributed 36% of fiscal 2019 (ended September 2019) revenue and
nearly half of EBITDA. The division focuses on residential security
(i.e., locks and keys) as well as other hardware and plumbing
verticals, with well-known brands including Kwikset, Baldwin and
Pfister. Spectrum's home and personal division contributes 28% of
revenue and approximately 15% of EBITDA, and includes leading
brands such as George Foreman (grilling), Remington (shaving and
hair appliances) and Russell Hobbs (small kitchen electrics).
Spectrum's pet care business, largely consisting of nutrition
brands like Tetra and Dreambone as well as grooming and odor
businesses, contribute 23% of sales and one-quarter of EBITDA.
Finally, the company's home and garden business, which largely
focuses on insect control and bug repellant through brands like
Spectracide and Hot Shot, provides the remaining 13% of revenue and
approximately 19% of EBITDA. Fitch recognizes that Spectrum's
2018/2019 sales of its batteries and auto care businesses to
Energizer Holdings, Inc. for approximately $3.25 billion in cash
and stock (10x EBITDA) somewhat reduce the company's overall
product category diversity; however, the go-forward portfolio
provides reasonable operating diversity should any given product
category or brand sustain some weakness. The diversification is
supported by lack of significant cyclical - other than some parts
of the hardware and home improvement business - or competitive
volatility across much, albeit not all, of Spectrum's revenue
base.
Retail exposure is appropriately diverse, including exposure to key
market share leaders in segments such as general
merchandise/discount, home improvement, and e-commerce. Spectrum
should be well positioned to maintain share and consumer
connections despite competitive shifts within the retail industry,
given its broad exposure and relationships with retailers like
Walmart, Target, Home Depot and Amazon which are all expected to
grow share longer term. From a geographic standpoint, while
three-quarters of the company's revenue is generated from North
America, Spectrum has some diversity with exposure to Europe (17%
of sales) and Latin America (6% of sales).
Spectrum's portfolio also benefits from a number of strong brands
and market positions. The company holds leading market shares in
U.S. residential security, aquatics, pet nutrition, insect control
and repellents, and strong positions across a number of kitchen and
personal appliance categories.
Temporary Coronavirus Pandemic and Recessionary Impacts: Fitch
expects Spectrum's calendar 2020 business to be negatively impacted
by challenges related to the coronavirus pandemic, largely due to
supply chain constraints from temporary closures of manufacturing
facilities in countries like China, the Philippines, Mexico, and
the U.S. Mitigating this challenge is the portfolio's exposure to
shelter in place consumption activity via product categories like
kitchen electrics and personal grooming. Organic sales growth in
the company's March 2020 quarter was positive 4.1% as customers
prepared for at-home activities like cooking and hair care.
However, Fitch expects sales in Spectrum's June and September 2020
quarters could be down in the mid-single digits, predominantly on
supply chain issues but also due to potentially reduced reorders
from smaller retailers which may have been closed during the first
half of calendar 2020.
Fitch expects a U.S. and global recession to occur in 2020, which
could negatively impact some of Spectrum's businesses. Hardware and
home improvement should correlate somewhat with housing metrics,
which Fitch expects to be weak through 2020 before rebounding in
2021. Discretionary spending on small kitchen appliances could also
moderate, especially when factoring in some potential pull-forward
purchases upon the onset of the coronavirus pandemic. However,
Fitch anticipates Spectrum's other business segments could see
limited impact from the recession, particularly its pet care and
home and garden businesses, mitigating challenges elsewhere. As
such, Fitch projects fiscal 2021 sales growth could be flat against
a modest decline in fiscal 2020, assuming a recession limits any
rebound from the current year's supply chain challenges.
Spectrum is expected to retain adequate liquidity and financial
flexibility through this period. The company had over $600 million
in liquidity as of April 30, 2020, and Fitch projects fiscal 2020
FCF after dividends of around $100 million, excluding a one-time
contingent liability payment of around $200 million to Energizer
related to the battery's sale.
Recent Profitability Challenges: Spectrum experienced some
operating execution challenges in fiscal 2018, which led to EBITDA
margins declining to 14.7% in fiscal 2019 from 17.4% in fiscal 2017
(pro forma for business divestitures) and ultimately management
turnover, including the CEO. The most significant of these
challenges related to several manufacturing facility projects which
led to cost over-runs and supply shortages. The company believes it
has largely addressed these issues, evidenced with EBITDA
improvement in two of the past three fiscal quarters and the
expectation of modest EBITDA improvement in fiscal 2020, prior to
the onset of the coronavirus pandemic.
Commitment to Financial Policy: Spectrum's publicly articulated net
leverage target is between 3.5x and 4.0x over the long term, which
equates to a similar gross debt/EBITDA target, assuming around $150
million in cash on hand. The company has historically executed
debt-financed acquisitions and has subsequently used internally
generated cash flow to reduce debt, in concert with its leverage
targets. However, in recent years M&A has been somewhat limited,
with the most recent material investments including $289 million
spent in 2017 on the acquisitions of dog chew company PetMatrix LLC
and fluorescent fish brand GloFish. In fact, the company's
portfolio activity has been focused on divestitures, with Spectrum
using asset sale proceeds to reduce debt by around $2 billion in
fiscal 2019, ending the fiscal year with $2.3 billion in debt and
gross debt/EBITDA of 4.1x. Net leverage was 3.0x, well within
Spectrum's target, given a strong cash position of over $600
million.
Fitch expects gross leverage could increase in fiscal 2020 on
Fitch's expectations that EBITDA could decline toward $500 million
from approximately $560 million in fiscal 2019. The company has
also fully drawn down its $800 million revolver (which was
subsequently upsized by $90 million) to maintain liquidity on its
balance sheet; assuming the company does not repay this balance,
gross debt-to-EBITDA could be around 5.7x in fiscal 2020 but
improve to 4.0x in fiscal 2021 on modest EBITDA growth and
repayment of revolver borrowings.
Longer term, Fitch expects Spectrum could resume debt-funded M&A
activity, with leverage temporarily trending above its target.
Fitch would expect the company to pay down debt following any
leveraging transaction, as it has in the past.
DERIVATION SUMMARY
Spectrum's 'BB' rating reflects the company's diversified portfolio
across products and categories with well-known brands, and
commitment to maintain leverage (net debt/EBITDA) at or below 3.5x,
which equates to a similar gross debt/EBITDA target assuming around
$150 million in cash. The rating also reflects expectations for
modest organic revenue growth over the long term, reasonable
profitability with an EBITDA margin near 15%, and positive FCF.
These positive factors are offset by recent profit margin pressures
across segments and the company's acquisitive posture, which could
cause temporary leverage spikes following a transaction. Finally,
the rating considers expected near-term business challenges
relating to the impact of the coronavirus on Spectrum's
manufacturing capabilities, and the impact of a consumer recession
on Spectrum's operating segments like hardware and home
improvement.
Spectrum is similarly rated to ACCO Brands Corporation (BB/Stable),
Levi Strauss & Co. (BB/Negative Outlook) and Newell Brands Inc
(BB/Negative Outlook). ACCO's IDR of 'BB' reflects the company's
consistent FCF and reasonable gross leverage around 3x given
ongoing debt repayment post recent acquisitions. The ratings are
constrained by secular challenges in the office products industry
and channel shifts within the company's customer mix, as evidenced
by recent results, along with the risk of further debt-financed
acquisitions.
Levi Strauss & Co.'s 'BB' rating reflects its position as one of
the world's largest branded apparel manufacturers with broad
channel and geographic exposure, while also considering the
company's somewhat narrow focus on the Levi brand and in bottoms.
The Negative Outlook reflect the significant business interruption
from the coronavirus pandemic and the implications of a downturn in
global discretionary spending that Fitch expects could extend well
into 2021. Adjusted leverage is expected to be around 4.0x in
fiscal 2021 (ending November 2021), assuming sales declines of
around 10% and EBITDA declines of around 25% from fiscal 2019
levels. Adjusted debt/EBITDAR is unlikely to return to fiscal 2019
levels in fiscal 2022 even assuming a sustained topline recovery.
Newell's 'BB' rating and Negative Outlook reflect elevated leverage
(total debt/EBITDA) of 4.4x following the completion of its asset
divestiture program and ongoing topline challenges in a number of
its categories. The ratings also reflect the significant business
interruption from the coronavirus pandemic and the potential of a
downturn in discretionary spending that Fitch expects could extend
well into 2021, which in turn could derail further deleveraging.
Fitch expects that EBITDA could trend below $1 billion in 2020 on
mid-teens sales declines, versus $1.34 billion reported in 2019.
Total debt/EBITDA could increase to over 6x in 2020 before
returning to under 4.5x in 2022, assuming EBITDA in the $1.2
billion range in 2021/2022 and paydown of upcoming debt
maturities.
Spectrum is rated lower than Hasbro, Inc. (BBB-/Negative Outlook).
Hasbro's IDR of 'BBB-' reflects its position as one of the largest
toy companies in the world, its good liquidity and cash flow
profile, and expectations of leverage (gross debt to EBITDA)
returning below mid-3.5x in the medium term resulting from EBITDA
growth and debt reduction following its acquisition of
Entertainment One Ltd. (eOne), which led to leverage of
approximately 5x on a pro forma basis. In comparison, Spectrum is
rated higher to Mattel, Inc. (B-/Positive Outlook). Mattel's IDR of
'B-' IDR reflects the company's operating trajectory in recent
years, which has led to material EBITDA declines from peak levels
and several years of negative FCF after dividends. The Positive
Outlook reflects increasing confidence that Mattel's cost reduction
program and sales initiatives could yield stabilizing topline
results and EBITDA improving above $500 million, at which point
Mattel could generate modestly positive FCF as cash restructuring
expenses subside in 2021.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Agency's Rating Case for the
Issuer
-- Revenue is forecasted to decline by 2.5% in fiscal 2020
(ending September 2020) from supply chain impacts from the
coronavirus pandemic and resulting shelter in place activity.
Beginning 2021, organic revenue growth is forecasted around 1%
annually.
-- EBITDA is forecast to decline approximately 11% in fiscal 2020
to the $500 million range due to topline declines and incremental
expenses due to the coronavirus pandemic. EBITDA should grow
modestly beginning fiscal 2021 on topline expansion and moderation
of these incremental expenses.
-- FCF, after dividends of around $75 million, similar to fiscal
2019, is forecast to be around negative $120 million in fiscal
2020, primarily driven by lower EBITDA and a $200 million
contingent liability payment related to its batteries business
sale. FCF is expected to be approximately $150 million annually
beginning fiscal 2021 and could be used for tuck-in acquisitions or
to resume the company's share repurchase program, which was
suspended upon on the onset of the coronavirus pandemic. Prior to
the pandemic, the company bought back around $365 million of shares
in fiscal 2020.
-- Gross leverage (total debt/ EBITDA) is forecast to climb from
4.1x in 2019 to around 5.7x in 2020 on EBITDA declines and a
temporary draw on Spectrum's revolver to support cash on hand.
Leverage is expected to return to around 4.0x beginning 2021 on
EBITDA stabilization and revolver repayment.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- A positive rating action could result if Spectrum sustained
positive organic growth, yielding modest annual EBITDA improvement
from the $500 million level expected in fiscal 2020 (ending
September 2020) and gross debt/EBITDA is sustained below 4.0x.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- A negative rating action could result from a low-single digit
sales decline, yielding EBITDA trending toward $450 million and
gross debt/EBITDA sustaining above 4.5x. A debt-financed
transaction which reduced Fitch's confidence in Spectrum's ability
to return gross debt/EBITDA below 4.5x within two years post
transaction would also be a rating concern.
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
Ample Liquidity: Liquidity was $454.9 million as of March 29, 2020,
consisting of $453.5 million of cash and equivalents and $1.4
million of availability on an $800 million revolving credit
facility due March 2022. RCF borrowing availability is net of $780
million of outstanding borrowings and $18.6 million of LOC.
Spectrum proactively drew down on its revolver to fortify its cash
position during the coronavirus pandemic. In April 2020, the
company increased its revolver facility by $90 million, increasing
the facility commitment to $890 million though has not indicated
that it has drawn on the additional $90 million. Fitch would expect
Spectrum to repay revolver borrowings in fiscal 2020, returning its
cash position to around $150 million.
Debt Structure: As of March 29, 2020, the debt capital structure
primarily consisted of an $800 million secured RCF (upsized
subsequently to $890 million) due March 2022 with $780 million of
outstanding borrowings, approximately $1.5 billion of senior
unsecured USD notes, $468.9 million of senior unsecured EUR notes
and finance leases which Fitch capitalizes at approximately $180
million. Spectrum has minimal near-term maturities, with its
earliest maturities consisting of the RCF in March 2022, $250
million of notes due December 2024 and $1 billion of notes due July
2025.
Recovery Considerations
Fitch has assigned Recovery Ratings to the various debt tranches in
accordance with Fitch criteria, which allows for the assignment of
RRs for issuers with IDRs in the 'BB' category. Given the distance
to default, RRs in the 'BB' category are not computed by bespoke
analysis. Instead, they serve as a label to reflect an estimate of
the risk of these instruments relative to other instruments in the
entity's capital structure. Fitch assigned the first-lien secured
debt an 'RR1', notched up two from the IDR and indicating
outstanding recovery prospects given default. Unsecured debt will
typically achieve average recovery, and thus was assigned an
'RR4'.
Fitch has also assigned a 'BB' Long-Term IDR to SB/RH Holdings,
LLC, the issuer of financial statements.
SUMMARY OF FINANCIAL ADJUSTMENTS
Historical EBITDA was adjusted for stock-based compensation, GPC
safety recall, HPC divestiture, and legal and environmental
remediation reserves.
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).
SR CLARKE: Seeks Approval to Hire Buechler Law Office as Counsel
----------------------------------------------------------------
SR Clarke & Associates, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Buechler Law Office,
L.L.C. as its legal counsel.
Buechler Law Office will represent Debtor in its Chapter 11 case.
The firm's hourly rates for its services are as follows:
Kenneth J. Buechler $425
Jonathan M. Dickey $300
Paralegals $120
The firm received the sum of $3,198 as retainer.
Jonathan Dickey, Esq., at Buechler Law Office, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jonathan Dickey, Esq.
Buechler Law Office, L.L.C.
999 18th Street, Suite 1230-S
Denver, CO 80202
Telephone: (720) 381-0045
Facsimile: (720) 381-0382
Email: Jonathan@kjblawoffice.com
About SR Clarke & Associates
SR Clarke & Associates, LLC, a Parker, Colo.-based business
management consulting company, filed a Chapter 11 bankruptcy
petition (Bankr. D. Colo. Case No. 20-13318) on May 14, 2020,
listing under $1 million in both assets and liabilities. Judge
Kimberley H. Tyson oversees the case. Buechler Law Office, L.L.C.
is Debtor's legal counsel.
STGC HOLDINGS: Rink's Sale by June 2021 to Pay Off Claims
---------------------------------------------------------
STGC Holdings, LLC, submitted an Amended Plan of Liquidation dated
May 11, 2020.
This Plan provides for the orderly liquidation of the assets of
STGC under chapter 11 of the Bankruptcy Code. Pursuant to the
Plan, the Debtor will, once the assets have been liquidated,
distribute the funds to creditors in conformity with the Bankruptcy
Code.
STGC owns an ice rink located at 2515 Riverside Parkway, Grand
Junction, Colorado. The Rink is currently listed for sale for the
sum of $2,400,000. The Rink is not encumbered by any consensual
liens.
The Plan proposes to treat claims as follows:
* Class 1 All Allowed Unsecured Claims specified in Section
507(a)(4) and 507(a)(5) of the Code as having priority. Allowed
Class 1 Priority Claims shall be paid in full on the Effective
Date.
* Class 2 Claim of the Mesa County Treasurer. The Class 2
Secured Claim is impaired by this Plan. The principal amount of the
Class 2 claim will be allowed in an amount of $90,000.00. The Class
2 Claim will bear interest at the rate of 7% per annum. The Class 2
Claim shall be paid in full from the Net Sale Proceeds upon the
sale of the Rink.
* Class 3 Trustee Claims. The Class 3 Claim will be paid in
full at closing of the sale of the Rink, by not later than June 1,
2021. Prior to the sale of the Rink, the Trust shall make payments
to the Trustees as described in the Settlement Agreement which will
be credited toward the balance due and owing. If a closing of the
sale of the STGC Assets does not occur by June 1, 2021, STGC and
Glacier shall transfer title of the STGC Assets to the Plaintiffs
and the Plaintiffs may sell the STGC Assets at any price in their
absolute discretion and as otherwise provided herein.
* Class 4 The Interest of Debtor. Class 4 includes the
interests in the Trust and STGC. Upon the sale of the Rink, the
interests in STGC shall be cancelled.
The Debtor will have until June 1, 2021 to the sell the Rink.
Under the Settlement Agreement, the Trust will pay $37,537.50 to
the Trustees, pro rata, which represents 25% of the Dividend
received from East Bay in 2019; and will pay 50% of all net
dividends received from East Bay in 2020, and 2021 until either the
claims of the Trustees have been paid in full, or until June 1,
2021 has passed. Any payments made to the Trustees by the Trust,
from any source, shall be applied to the $1,400,000.00 to be paid
to the Trustees under the Plan and Settlement Agreement.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/y8d8xcad from PacerMonitor.com at
no charge.
Attorneys for the Debtor:
Jonathan M. Dickey
Buechler Law Office, L.L.C.
999 18th Street, Suite 1230S
Denver, CO 80202
Tel: 720- 381-0045
Fax: 720-381-0382
E-mail: jonathan@kjblawoffice.com
About STGC Holdings
STGC Holdings LLC, based in Grand Junction, CO, filed a Chapter 11
petition (Bankr. D. Colo. Lead Case No. 19-12310) on March 27,
2019. The Hon. Thomas B. McNamara (19-12310) and Hon. Joseph G.
Rosania Jr. (19-12311), oversees the cases. The petition was
signed by Kathryn Edwards, trustee for the Jean Zamboni Trust, 100%
owner of STGC, LLC. In its petition, the Debtors were estimated to
have up to $50,000 in assets and $1 million to $10 million in
liabilities. Jonathan Dickey, Esq., at Buechler Law Office,
L.L.C., serves as bankruptcy counsel.
STURBRIDGE YANKEE: Committee Taps BCM Advisory as Financial Advisor
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Sturbridge Yankee Workshop Corporation seeks
approval from the U.S. Bankruptcy Court for the District of Maine
to retain BCM Advisory Group, as its financial advisor.
The Committee requires BCM Advisory to:
(a) review and analysis of current and or proposed
debtor-in-possession financing arrangements and budgets;
(b) review and analysis of secured debt arrangements;
(c) review and analysis of the Debtor's capital structure;
(d) provide financial advisory services including the
preparation of a liquidation analysis and, if necessary, a monthly
analysis of the Debtor's financial information;
(e) provide testimony, as necessary, with respect to matters
on which BCM has been engaged to advise the Committee in any
proceedings under title 11 of the United States Code; and
(f) provide other such functions as requested by the Committee
or its counsel to assist the Committee in this Chapter 11 case.
BCM is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code, according to court filings.
BCM's current hourly rates range from $100 to $225.
The firm can be reached through:
Jason J. Mills
BCM Advisory Group
22 Monument Square, Suite 401
Portland, MN 04101
Phone: (207) 807-9516
Email: info@bcmadvisorygroup.com
About Sturbridge Yankee Workshop Corporation
Sturbridge Yankee Workshop Corporation, a company that offers
furniture and home decor items, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Maine Case No. 20-20043) on Feb.
14, 2020. At the time of the filing, the Debtor had estimated
assets of between $500,000 and $1 million and liabilities of
between $1 million and $10 million.
Judge Peter G. Cary oversees the case.
David C. Johnson, Esq., at Marcus Clegg, is the Debtor's legal
counsel.
SUGARLOAF HOLDINGS: Seeks to Hire Sumsion Steele as Counsel
-----------------------------------------------------------
Sugarloaf Holdings, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Utah to hire Sumsion Steele and Crandall
as its counsel.
Sumsion Steele will perform the following services:
a. provide representation, counsel, and advice in the pending
adversary proceeding 20-2043, removed to this Court by Bank of the
West;
b. such other services reasonably related to the Debtor's
other litigation needs as the Debtor may request.
Hourly rates Sumsion Steele charges are:
Grant Sumsion $295
Daniel L. Steele $295
Jason S. Crandall $295
Staff $150
Sumsion Steele is a "disinterested person," as such term is defined
in section 101(14) of the Bankruptcy Code as
modified by section 1107(b) of the Bankruptcy Code, according to
court filings.
The firm can be reached through:
Grant Sumsion, Esq.
Sumsion Steele & Crandall
545 E University Pkwy #200
Orem, UT 84097
Phone: +1 801-426-6888
About Sugarloaf Holdings
Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a
privately-held company in Lehi, Utah, whose business consists of
farming and ranching operations.
Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case
No. 18-27705) on Oct. 15, 2018. In the petition signed by David J.
Gray, manager, the Debtor disclosed $21,067,619 in total assets and
$15,666,618 in total debt. The case is assigned to Judge Kevin R.
Anderson. The Debtor is represented by Parsons Behle & Latimer.
SUPPERTIME INC: Exclusive Filing Period Extended Through July 17
----------------------------------------------------------------
Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern
District of Florida extended to July 17 the period during which
Suppertime, Inc. has the exclusive right to file a Chapter 11 plan
of reorganization. The company will continue to have the exclusive
right to obtain acceptances for the plan through Sept. 15.
About Suppertime Inc.
Suppertime, Inc. operates as a restaurant known as Hurricane Cafe,
which is located in Juno Beach, Florida. Suppertime sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Case No. 19-25666) on Nov. 20, 2019. The petition was signed
by G. Scott Philip, president. At the time of the filing, Debtor
was estimated to have assets under $100,000 and less than $1
million in debts.
The case has been reassigned to Judge Mindy A. Mora after Judge
Erik P. Kimball was removed from the case.
Debtor is represented by Craig I. Kelley, Esq. at Kelley, Fulton &
Kaplan, P.L.
TAMARA HOME CARE: Court Approves Disclosure Statement
-----------------------------------------------------
Judge Brian K. Tester has ordered that the Disclosure Statement
filed by Tamara Home Care Inc. on February 11, 2020 is finally
approved.
The Plan filed by debtor dated February 11, 2020 is confirmed.
About Tamara Home Care
Founded in 2010, Tamara Home Care Inc. is a privately-held company
that provides home health care services. It is a small business
debtor as defined in 11 U.S.C. Sec. 101(51D).
Tamara Home filed under Chapter 11 of the Bankruptcy Code (Bankr.
D.P.R. Case No. 19-04539) on Aug. 9, 2019, listing under $1 million
in both assets and liabilities. Judge Brian K. Tester oversees the
case. Jesus Enrique Batista Sanchez, Esq., at The Batista Law
Group, P.S.C., is the Debtor's legal counsel.
TARONIS TECHNOLOGIES: Changes Company Name to "BBHC, Inc."
----------------------------------------------------------
Taronis Technologies, Inc., filed a certificate of amendment to its
Certificate of Incorporation with the Delaware Secretary of State
to effect a name change to "BBHC, Inc.", and the Name Change became
effective in accordance with the terms of the Certificate of
Amendment on June 2, 2020.
The Company's transfer agent, Corporate Stock Transfer, is the
agent for the Name Change and will correspond with stockholders of
record who desire to have their stock certificates updated to
reflect the Name Change. It is not mandatory for stockholders to
exchange their certificates for revised certificates reflecting the
Name Change. Stockholders owning shares via a broker or other
nominee will have their accounts automatically adjusted to reflect
the Name Change. Additionally, in connection with the Name Change
the Company has requested its ticker symbol be changed to "BBHC".
The new CUSIP number for the Company's common stock following the
Name Change is 05551M103.
About Taronis Technologies
Clearwater, Florida-based Taronis Technologies Taronis
Technologies, Inc. (TRNX) is a technology-based company that is
focused on addressing the global constraints on natural resources,
including fuel and water. The Company's two core technology
applications -- renewable fuel gasification and water
decontamination/sterilization -- are derived from its patented and
proprietary Plasma Arc Flow System. The Plasma Arc Flow System
works by generating a combination of electric current, heat,
ultraviolet light and ozone, that affects the feedstock run through
the system to create a chosen outcome, depending on whether the
system is in "gasification mode" or "sterilization mode".
Taronis incurred a net loss of $15.04 million in 2018 following a
net loss of $11.02 million in 2017. As of Sept. 30, 2019, Taronis
had $47.76 million in total assets, $11.49 million in total
liabilities, and $36.27 million in total stockholders' equity.
Marcum LLP, in New York, NY, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated April
12, 2019, citing that the Company has incurred significant losses,
continued to have negative cash flows from its operating
activities, and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
TREESIDE CHARTER: Unsecureds to be Paid in Full in 6 Months
-----------------------------------------------------------
Treeside Charter School submitted a Plan of Reorganization and a
Disclosure Statement.
The Debtor has a loan from the Utah State Board of Education, which
it will pay in full, with interest at the rate of 1.75% per annum,
by making its regularly scheduled monthly payments of $6,559 per
month until that debt is paid in full.
The Debtor will assume its Lease with Zions M-13 and promptly pay
any cure amounts as may be determined by the Bankruptcy Court.
The Debtor will pay its debt to Zions Bank through a distribution
of $15,645 from the Zions Bank Collateral Account on or before Aug.
1, 2020. Also on or before Aug. 1, 2020, at the same time the
distribution in the preceding sentence is made to Zions Bank,
$25,000 will be distributed from the Zions Bank Collateral Account
to the Debtor. Subsequent regular monthly payments of $2,235 will
be paid to Zions Bank from the Zions Bank Collateral Account until
the Zions Bank Claim is paid in full, together with interest and
any other fees or charges as required to pay in full the Zions Bank
Claim in accordance with its terms
The Debtor will pay in full its general unsecured claims in six
equal monthly payments commencing on the Initial Distribution Date
with interest at the Plan Rate.
Holders of Convenience Claims (which are $500 or less; or greater
than $500 if the holder voluntarily reduces its claim amount to
$500 and elects convenience class treatment) will receive 100% of
the amounts of their claims on the Initial Distribution Date.
Other than Claims and Causes of Action expressly released under the
Plan, the Debtor reserves its right to prosecute any and all Claims
and Causes of Action held by the Estate. The Debtor reserves its
right to prosecute the claims against Zions M-13 and its affiliates
on a variety of grounds, including for numerous breaches of the
Lease and filing an unauthorized UCC filing purporting to encumber
the Debtor’s assets.
The Debtor believes it will be able to fund these payments from its
operations, although there is a risk that the Debtor’s operations
will not generate sufficient revenue to pay Administrative Expense
Claims.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/ya97uxjl from PacerMonitor.com at
no charge.
Attorneys for the Debtor:
George Hofmann
Jeffrey Trousdale
Cohne Kinghorn, P.C.
111 East Broadway, 11th Floor
Salt Lake City, Utah 84111
Telephone: (801) 363-4300
Facsimile: (801) 363-4378
About Treeside Charter School
Treeside Charter School filed a voluntary Chapter 11 petition
(Bankr. D. Utah Case No. 19-28378) on November 12, 2019. The
Debtor was estimated ot have $1 million to $10 million in both
assets and liabilities. The Debtor is represented by George
Hofmann, Esq. and Jeffrey L. Trousdale, Esq., at Cohne Kinghorn,
P.C.
TRI POINTE: Moody's Rates New $300MM Notes Ba3, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Tri Pointe
Group, Inc.'s proposed $300 million notes due 2028. Tri Pointe's
other ratings and stable outlook remain unchanged. The proceeds of
the new notes will be used to fund a cash tender offer of the
company's $300 million 4.875% senior unsecured notes due 2021. The
transaction will be leverage neutral while improving the company's
debt maturity profile.
Assignments:
Issuer: Tri Pointe Group, Inc.
Senior Unsecured Notes, Assigned Ba3 (LGD4)
RATINGS RATIONALE
Tri Pointe's Ba3 Corporate Family Rating reflects Moody's
expectation that the company will experience margin contraction
coupled with a decline in revenue in 2020, followed by a gradual
recovery in 2021. Moody's forecast considers the significant
measures taken by the federal and local governments to contain the
coronavirus, including social distancing recommendations and
mandatory shelter-in-place orders, which will reduce foot traffic
and increase cancellations for homebuilders. The rapid and widening
spread of the coronavirus outbreak, deteriorating global economic
outlook, falling oil prices, and asset price declines are creating
a severe and extensive credit shock across many sectors, regions
and markets. The combined credit effects of these developments are
unprecedented. Moody's regards the coronavirus outbreak as a social
risk under its ESG framework, given the substantial implications
for public health and safety. The CFR also takes into account risks
associated with a concentration of sales tied to the weaker
California market, which represents over 50% of sales. These
factors are offset by the company's solid credit metrics, including
strong interest coverage, low debt leverage and excellent gross
margins. Tri Pointe's liquidity is good and takes into
consideration consistently positive free cash flow. In addition,
the company has a high cash balance of $624 million, largely
stemming from a $500 million revolver draw in Q1 2020 to bolster
liquidity.
Tri Pointe's overall corporate governance risk is low, with Moody's
view incorporating continued maintenance of a conservative
financial policy. The company is publicly traded, with four out of
six directors considered independent in accordance with the
applicable rules of the SEC.
The stable outlook reflects Moody's expectation that, following the
recent slow down in sales traffic, Tri Pointe will experience
improvement in new home sales over the next 12 to 18 months while
maintaining good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade would be considered if Tri Pointe is able to grow beyond
$3.5 billion in revenue and sustain debt leverage below 40% while
maintaining its good gross margins, interest coverage, and
liquidity.
A downgrade could occur if Tri Pointe's debt to book capitalization
approaches 50%, if gross margins are sustained below 20%, or if the
company's liquidity profile deteriorates.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.
Tri Pointe was founded in 2009 and is headquartered in Irvine,
California. It designs, builds and sells single-family homes. The
company operates in Arizona, California, Nevada, Washington, Texas,
Maryland, Colorado and Virginia through its portfolio of six
brands. For the twelve months ended March 31, 2020, Tri Pointe's
revenue and net income were approximately $3.2 billion and $239
million, respectively.
TTK RE ENTERPRISE: Hamptons Buying Somers Point Property for $200K
------------------------------------------------------------------
TTK RE Enterprises, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize the sale of the real property
located at 1 Nassau Road, Somers Point, New Jersey to husband and
wife, John J. Hampton and Kristina L. Hampton, for $199,900.
The parties have entered into their Sale Contract for the sale of
the Property. The sale will be free and clear of liens and
encumbrances and other claims or interests, with such claims to
attach to the proceeds of sale.
A copy of the Contract is available at https://tinyurl.com/y7ab62hb
from PacerMonitor.com free of charge.
A hearing on the Motion is set for June 9, 2020 at 10:00 a.m.
About TTK RE Enterprise
TTK RE Enterprise LLC is a privately held company in Somers Point,
New Jersey. The Company is the 100% owner of 48 real estate
properties in New Jersey having a total current value of
$9,265,000.
TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the
petition signed by Emily K. Vu, president, the Debtor disclosed
total assets of $9,269,950, and total liabilities of $6,432,457.
Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER GREENBERG
PC - CHERRY HILL is the Debtor's counsel.
TUESDAY MORNING: Hires Epiq as Claims and Noticing Agent
--------------------------------------------------------
Tuesday Morning Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Epiq Corporate Restructuring, LLC, as claims and
noticing agent to the Debtors.
Tuesday Morning requires Epiq to:
(a) assist the Debtors with the preparation and distribution
of all required notices and documents in accordance with
the Bankruptcy Code and the Bankruptcy Rules in the form
and manner directed by the Debtors and/or the Court,
including: (i) notice of the commencement of these Chapter
11 Cases and the initial meeting of creditors under
Bankruptcy Code § 341(a); (ii) notice of any claims bar
date; (iii) notice of any proposed sale of the Debtors'
assets; (iv) notices of objections to claims and
objections to transfers of claims; (v) notices of any
hearings on a disclosure statement and confirmation of any
plan or plans of reorganization, including under
Bankruptcy Rule 3017(d); (vi) notice of the effective date
of any plan; and (vii) all other notices, orders,
pleadings, publications and other documents as the
Debtors, Court, or Clerk may deem necessary or appropriate
for an orderly administration of these Chapter 11 Cases;
(b) maintain an official copy of the Debtors' schedules of
assets and liabilities and statements of financial affairs
(collectively, the "Schedules"), listing the Debtors'
known creditors and the amounts owed thereto;
(c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002(i), (j), and (k) and those parties
that have filed a notice of appearance pursuant to
Bankruptcy Rule 9010, and update and make said lists
available upon request by a party-in-interest or the
Clerk;
(d) to the extent applicable, furnish a notice to all
potential creditors of the last date for filing proofs of
claim and a form for filing a proof of claim, after
such notice and form are approved by the Court, and notify
said potential creditors of the existence, amount and
classification of their respective claims as set forth in
the Schedules, which may be effected by inclusion of
such information (or the lack thereof, in cases where the
Schedules indicate no debt due to the subject party) on a
customized proof of claim form provided to potential
creditors;
(e) maintain a post office box or address for receiving claims
and returned mail, and process all mail received;
(f) for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk an affidavit or certificate of service no
more frequently than every 7 days that includes: (i)
either a copy of the notice served or the docket number(s)
and title(s) of the pleading(s) served; (ii) a list of
persons to whom it was mailed (in alphabetical order) with
their addresses; (iii) the manner of service; and (iv) the
date served;
(g) receive and process all proofs of claim, including those
received by the Clerk, check said processing for accuracy
and maintain the original proofs of claim in a secure
area;
(h) provide an electronic interface for filing proofs of
claim;
(i) maintain the official claims register for each Debtor
(collectively, the "Claims Registers") on behalf of the
Clerk; upon the Clerk's request, provide the Clerk with
certified, duplicate unofficial Claims Registers; and
specify in the Claims Registers the following information
for each claim docketed: (i) the claim number assigned;
(ii) the date received; (iii) the name and address of the
claimant and agent, if applicable, who filed the claim;
(iv) address for payment, if different from the notice
address; (v) the amount asserted; (vi) the asserted
classification(s) of the claim (e.g., secured, unsecured,
priority, etc.); (vii) the applicable Debtor; and (viii)
any disposition of the claim;
(j) provide public access to the Claims Registers, including
complete proofs of claim with attachments, if any, without
charge;
(k) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(l) implement reasonable security measures designed to ensure
the completeness and integrity of the Claims Registers and
the safekeeping of any proofs of claim;
(m) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Epiq not
less than weekly;
(n) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the Claims Register for the Clerk's review (upon
the Clerk's request);
(o) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and/or changes to
the claims register and any service or mailing lists,
including to identify and eliminate duplicative names and
addresses from such lists;
(p) identify and correct any incomplete or incorrect addresses
in any mailing or service lists (to the extent such
information is available);
(q) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding these Chapter 11 Cases as directed by the
Debtors or the Court, including through the use of a case
website and/or call center;
(r) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
(s) if these Chapter 11 Cases are converted to cases under
Chapter 7 of the Bankruptcy Code, contact the Clerk within
3 days of notice to Epiq of entry of the order converting
the cases;
(t) 30 days prior to the close of these Chapter 11 Cases, to
the extent practicable, request that the Debtors submit to
the Court a proposed order dismissing Epiq as claims,
noticing, and solicitation agent and terminating its
services in such capacity upon completion of its duties
and responsibilities and upon the closing of these Chapter
11 Cases;
(u) within 7 days of notice to Epiq of entry of an order
closing these Chapter 11 Cases, provide to the Court the
final version of the Claims Registers as of the date
immediately before the close of the cases;
(v) at the close of these Chapter 11 Cases: (i) box and
transport all original documents, in proper format, as
provided by the Clerk, to (i) the Federal Archives Record
Administration, located at Central Plains Region, 200
Space Center Drive, Lee's Summit, MO 64064 or (ii) any
other location requested by the Clerk's office;
(w) assist with solicitation, balloting, and tabulation of
votes in connection with any chapter 11 plan proposed, and
in connection with such services, processing requests for
documents from any parties in interest;
(x) prepare the certification of votes of any proposed chapter
11 plan submitted in connection with these chapter 11
cases in accordance with any solicitation order to be
issued by the Court and testifying in support of such
certification;
(y) attend related hearings, as may be requested by the
Debtors or their counsel;
(z) manage any distribution pursuant to any confirmed plan
prior to the effective date of such plan; and
(aa) provide such other claims, noticing, processing,
solicitation, balloting, and other administrative
services described in the Services Agreement, that may
be requested from time to time by the Debtors, the Court,
or the Clerk.
Epiq will be paid at these hourly rates:
Executives No Charge
Executive Vice President, Solicitation $215
Solicitation Consultant $190
Consultants/Directors/Vice Presidents $160-$190
Case Managers $70-$165
IT/Programming $65-$85
Clerical/Administrative Support $25-$45
Epiq will be paid a retainer in the amount of $25,000.
Epiq will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Sophie Frodsham, senior consultant of Epiq Corporate Restructuring,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.
Epiq can be reached at:
Sophie Frodsham
EPIQ CORPORATE RESTRUCTURING, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: (212) 225-9200
About Tuesday Morning Corp.
Tuesday Morning Corporation -- http://www.tuesdaymorning.com/,
together with its subsidiaries, is a closeout retailer of upscale
home furnishings,housewares, gifts, and related items. It operates
under the trade name "Tuesday Morning" and are one of the original
"off-price" retailers specializing in providing unique home and
lifestyle goods at bargain values. Based in Dallas, Texas, Tuesday
Morning operated 705 stores in 40 states as of Jan. 1, 2020.
Tuesday Morning Corporation and 6 affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 20-31476) on May 27,
2020.
Tuesday Morning disclosed total assets of $92,000,000 and total
liabilities of $88,350,000 as of April 30, 2020.
The Hon. Harlin Dewayne Hale is the case judge.
The Debtors tapped HAYNES AND BOONE, LLP, as general bankruptcy
counsel; ALIXPARTNERS LLP as financial advisor; and STIFEL,
NICOLAUS & CO., INC. as investment banker. A&G REALTY PARTNERS,
LLC, is the real estate consultant. GREAT AMERICAN GROUP, LLC, is
the liquidation consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is
the claims and noticing agent.
TWINS SPECIAL: Gets Approval to Hire Bruce R. Babcock as Counsel
----------------------------------------------------------------
Twins Special, LLC received approval from the U.S. Bankruptcy Court
for the Southern District of California to employ the Law Office of
Bruce R. Babcock, Esq., as its legal counsel.
The firm will represent Debtor in its Chapter 11 case and will be
paid at the rate of $225 per hour for its services.
The firm received the sum of $12,500, of which $1,500 is payment
for the pre-bankruptcy services it provided to Debtor.
Bruce Babcock, Esq., disclosed in court filings that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Bruce R. Babcock, Esq.
Law Office of Bruce R. Babcock, Esq.
4808 Santa Monica Ave.
San Diego, CA 92107
Telephone: (619) 222-2661
About Twins Special
Twins Special, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Calif. Case No. 20-01230) on March 3,
2020. At the time of the filing, Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range. Judge Christopher B. Latham oversees the case. Debtor
is represented by the Law Office of Bruce R. Babcock, Esq.
UNIVISION COMMUNICATIONS: Moody's Rates Secured Notes Due 2027 'B2'
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Univision
Communications Inc.'s senior secured notes due 2027. Univision's B2
corporate family rating, B2-PD probability of default rating, and
all instrument ratings are unaffected by the proposed transaction.
The outlook is stable.
Univision plans to use the proceeds of the newly issued notes to at
least partly repay its $1.197 billion 5.125% senior secured notes
due 2023. The new notes will rank pari-passu with the company's
existing senior secured debt and benefit from the exact same
security and guarantors.
Assignments:
Issuer: Univision Communications Inc.
Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3)
RATINGS RATIONALE
Univision's B2 CFR reflects the company's high leverage, of 8.1x at
year end 2019 (Moody's adjusted and two year average) as well as
Moody's expectations that leverage will remain elevated in 2020 as
the coronavirus outbreak will lead to sharp declines in advertising
demand in the second and possibly through the third quarter of the
year.
Univision's B2 CFR also reflects the company's national scale as
well as its established position as the leading Spanish-language
media operator targeting the high growth Hispanic population. The
rating also reflects the company's strong EBITDA margins (35% in
2019) and the fact that around 40% of the company's revenue are
derived from contracted retransmission fees. Moody's expects these
to increase by double digit percentage in 2020 as the company
recently renewed the majority of its retransmission agreements and
will benefit from having a full year of revenue from DISH. In Q1
2020, Univision's subscription revenue increased by about 19% vs.
Q1 2019 which more than offset a 2% decline in advertising revenue
leading to an 8% increase in net revenue.
Moody's regards the current pandemic as a social risk under Moody's
ESG framework, given the substantial implications for health and
safety. The response to the coronavirus outbreak with stay at home
orders, rapid unemployment increases and a potential looming
recession in 2020 will lead to advertising demand -- which is
correlated to the economic cycle and consumer confidence --
declining materially in 2020. Univision's exposure to national and
local advertising means that its revenue is expected to decline
materially in the second and potentially third quarter of 2020.
While the pressure on top line will be material, Moody's expects
Univision to be able to at least partially mitigate the impact of
these on EBITDA. In addition to cost saving measures already being
implemented, the company's cost structure benefits from a flexible
programming license agreement with Grupo Televisa, S.A.B.
("Televisa" - Baa1 negative, which owns 36% of Univision).
The stable outlook reflects Moody's expectation that while
Univision's leverage might deteriorate temporarily as a result of
the coronavirus impact on advertising demand, the company has
levers at its disposal to mitigate this decline. The stable outlook
also reflects Moody's expectations that as advertising recovers,
the company's strong viewership should allow it to grow and return
to a leverage more commensurate with a B2 rating in 2021.
Univision has good liquidity supported by around $650 million of
cash and cash equivalents at the end of March 2020. In addition,
the company has $638 million available under its revolving bank
credit facility and Moody's expects Univision to continue
generating free cash flow in 2020. The revolver is subject to a
springing maintenance covenant set at 8.5x net senior secured
debt/EBITDA (as defined in the credit agreement) to be tested if
utilization exceeds 25% of total revolver capacity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be downgraded should Univision's leverage (on a
two-year average) increase to above 8.0x on a sustainable basis or
should the company's liquidity position weaken as a result of
deteriorating EBITDA.
While an upgrade is unlikely in the current environment of heavily
declining TV advertising demand, upwards pressure on the ratings
would require Univision to reduce leverage to below 6.0x on a
sustainable basis and Moody's adjusted free cash flow / debt above
5% - both ratios on a two-year average.
Univision Communications Inc., headquartered in Miami, is a leading
Spanish-language media company in the U.S. operating in two
segments, Media Networks and Radio. The company is wholly owned by
Broadcast Media Partners Holdings, Inc., which is owned by
Univision Holdings, Inc. On February 24, 2020, the company along
with Searchlight Capital Partners, LP, a global private investment
firm, and ForgeLight LLC, an operating and investment company
focused on the media and consumer technology sectors, announced a
definitive agreement in which Searchlight and ForgeLight will
acquire a majority ownership interest in Univision from all
stockholders of Univision other than Televisa which retained its
ownership stake. The transaction is expected to close in the second
half of 2020.
Univision's Media Networks segment includes television operations
with 65 owned and operated broadcast stations; two leading
broadcast networks (Univision Network and UniMas); 10 cable
networks (including Galavision, TUDN -- previously Univision
Deportes Network - and Univision tlnovelas), and digital operations
(including a network of online and mobile apps as well as video,
music and advertising services). The company also has rights to the
substantial majority of LIGA MX teams and certain UEFA properties.
Univision Radio includes the company's 58 owned and operated radio
stations. In the last twelve months ended on March 31, 2020,
Univision reported $2.7 billion in revenue and about $1 billion in
EBITDA (Management's Adjusted OIBDA).
The principal methodology used in this rating was Media Industry
published in June 2017.
VAC FUND HOUSTON: Hires Wynne Group as Real Estate Broker
---------------------------------------------------------
VAC Fund Houston, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to employ Wynne Group, as real
estate broker to the Debtor.
VAC Fund Houston requires Wynne Group to market and sell all of the
Debtor's properties and assets.
Wynne Group will be paid a commission of 4.5% of the sales price.
Michelle Wynne, partner of Wynne Group, 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.
Wynne Group can be reached at:
Michelle Wynne
WYNNE GROUP
2500 Bee Caves Rd., Bldg 3, Suite 200
Austin, TX 78746
Tel: (512) 567-1478
About VAC Fund Houston,
VAC Fund Houston, LLC, a Nevada-based company engaged in activities
related to real estate, filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
19-17670) on Dec. 2, 2019, disclosing $15,948,556 in assets and
$17,369,695 in liabilities. The petition was signed by Christopher
Shelton, trustee of VAC Fund Houston Trust, manager of Debtor.
Judge Mike K. Nakagawa oversees the case. Christopher R. Kaup,
Esq., at Tiffany & Bosco, P.A., is the Debtor's legal counsel. The
U.S. Trustee for Region 17 appointed a committee of unsecured
creditors on Jan. 15, 2020. The committee is represented by
Brinkman Portillo Ronk, APC.
VECTOR LAUNCH: TLS Buying All Assets for $1.2M Cash
---------------------------------------------------
Vector Launch Inc. and its affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to authorize the private sale of
substantially all assets to TLS Bidco, LLC for $1,175,000, all
cash.
On April 16, 2020, an affiliate of the Buyer, who prior to the
Petition Date had expressed interest in acquiring all of the
Debtors' assets, submitted an LOI. Thereafter, Winter Harbor,
assisted by the Debtors' attorneys at Pillsbury, and the
Committee's advisors entered into extensive arm's-length, good
faith negotiations with the affiliate, which resulted, on May 5,
2020, in the execution of an asset purchase agreement with the
Buyer for cash consideration of $1,175,000 payable at closing.
Given, among other considerations, the time value of money and the
uncertain value of convertible notes issued by a start-up rocket
business in the current economic and pandemic environment, the
Debtors' management concluded that the offer as documented in the
APA was the highest and best offer for their assets.
The salient terms of the APA are:
a. Assets: Substantially all assets
b. Purchase Price: $1,175,000 purchase price, inclusive of the
good faith deposit, payable in cash at closing
c. Good Faith Deposit: $250,000 cash deposit to be held in
escrow by Epiq Corporate Restructuring, LLC
d. Closing Date: The closing will occur as soon as practical
following entry of the Sale Order, but no later than May 29, 2020.
Based on the Debtors' CRO's experience, the marketing process
conducted before the onset of and during the COVID-19 pandemic,
discussions with potential bidders, extensive evaluation of the
competing bids, and consultations with the Debtors' and the
Committee's professionals, the Debtors believe that the sale to
Buyer as memorialized in the APA and as proposed in the Motion
represents the highest and best offer for the Debtors' assets,
especially in light of the current economic environment.
Section 8.5 of the APA requires each Debtor, "as promptly as
possible after the Closing Date, and in no event later than thirty
(30) days thereafter” to change its respective corporate and
company name to one that does not contain and is not similar to the
Debtors' current names or intellectual property." As such, each
Debtor must effect a change in its corporate name.
Debtor Vector Launch, Inc. asks authorization to change its name to
"VL Wind Down Inc." and Debtor Garvey Spacecraft Corp. asks
authorization to change its name to "GSC Wind Down Inc." effective
upon their filing a notice with the Court that the sale
contemplated under the APA has closed. In addition, upon filing of
the Closing Notice, the Debtors ask that the case caption in these
chapter 11 cases be changed. Finally, the Debtors ask that the
Court authorizes the Clerk of the Court United and other parties in
interest to take whatever actions are necessary to update the ECF
filing system and their respective records to reflect the above
name change, including the insertion of a docket entry in the
affected case.
To the best of the Debtors' knowledge, the only party with an
interest in any of the Acquired Assets is Ally Bank. Ally holds a
lien on two of the Debtors' vehicles, one of which the Debtors are
asking to sell. If Ally does not consent to the sale and accept
payment from proceeds of the sale, or if any other liens are
asserted, the Debtors submit that they will establish at the Sale
Hearing that one or more of the tests under Bankruptcy Code section
363(f) will be satisfied with respect to the sale of the Acquired
Assets.
In light of the foregoing, the Debtors respectfully ask that the
Court enters the proposed Sale Order, (i) authorizing the Debtors
to sell the Acquired Assets to the Buyer free and clear of Claims,
and (ii) upon closing of the sale under the APA, authorizing each
Debtor to change its respective corporate name and amending the
case caption used in these chapter 11 cases as set forth in the
Motion. In addition, the Debtors ask that the Court grants relief
from the 10-day stay imposed by Bankruptcy Rule 6004(h) so that the
sale transaction may close immediately upon entry of any order
approving the sale, and such other further relief as is just and
proper.
A hearing on the Motion was set for May 26, 2020 at 10:00 a.m. The
objection deadline was May 19, 2020 at 4:00 p.m.
About Vector Launch Inc.
Vector Launch Inc. -- https://www.vector-launch.com/ -- is a space
technology that develops rockets and satellite computing
technology. Vector maintains engineering and software development
facilities in California and fabrication and research facilities in
Arizona. Vector is the parent of Garvey and owns 100% of Garvey's
equity interests. Vector, which was formed as a Delaware
corporation in 2016, is the primary operating entity and since 2016
has been the only Debtor entity with significant operations or
assets.
Vector sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
19-12670) concurrently with Garvey Spacecraft Corporation (Bankr.
D. Del. Case No. 19-12671) on Dec. 13, 2019.
In the petitions signed by CRO Shaun Martin, Vector Launch was
estimated to have between $10 million and $50 million in assets and
between $1 million and $10 million in liabilities. Garvey
Spacecraft was estimated to have assets of up to $50,000 and
between $1 million and $10 million in liabilities.
Judge John T. Dorsey oversees the case.
Sullivan Hazeltine Allinson LLC and Pillsbury Winthrop Shaw Pittman
LLP are the Debtors' counsel. Epiq Corporate Restructuring, LLC,
serves as the Debtors' claims, notice agent and administrative
advisor.
VESTAVIA HILLS: Has Until August 3 to Exclusively File Plan
-----------------------------------------------------------
Judge Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California extended to Aug. 3 the period
during which only Vestavia Hills, Ltd. can file a Chapter 11 plan.
The company has the exclusive right to solicit votes the plan until
Sept. 29.
About Vestavia Hills Ltd.
Vestavia Hills, Ltd., which conducts business under the name Mount
Royal Towers, operates a continuing care retirement community and
assisted living facility for the elderly in Vestavia Hills, Ala. It
offers individualized senior living options for a convenient
community lifestyle and provides personalized nursing care.
Vestavia Hills sought Chapter 11 protection (Bankr. S.D. Cal. Case
No. 20-00018-11) on Jan. 3, 2020. Debtor disclosed $18,531,957 in
assets and $29,742,790 in liabilities as of the bankruptcy filing.
Judge Louise Decarl Adler oversees the case.
Debtor tapped Sullivan Hill Rez & Engel as its legal counsel and
Harbuck Keith & Holmes, LLC as its special Alabama licensing and
regulatory counsel.
VIDANGEL INC: Court Approves Studios' Disclosure Statement
----------------------------------------------------------
Judge Kevin R. Anderson has ordered that the Disclosure Statement
filed by Disney Enterprises, Inc., et al. (collectively, "Studios")
contains adequate information and it is approved.
Solicitation of the holders of Claims in Classes 1 and 2 shall not
be required, and no ballots need be delivered or mailed to the
holders of Classes 1 and 2 under the Plan.
Solicitation of Class 3 will not be required, and the Studios shall
not be required to cast a ballot concerning the Plan.
Accordingly, and pursuant to the Notice of Stipulated Procedures
for Notification and Voting Procedures to Holders of Class 4
"Credit Holder" Claims and Class 5 Equity Interests, filed April
23, 2020 ("Stipulated Procedures"), the Studios and the Trustee
will cooperate in disseminating the forms and emails attached as
exemplars thereto and the hyperlinks referenced therein in a form
conformed for voting on the Studios' Plan.
The hearing to consider confirmation of the Studios' Plan is
scheduled for June 24, 2020 at 10:00 a.m., at the United States
Bankruptcy Court at 350 South Main Street, Salt Lake City, Utah
84101, in Courtroom 376.
The deadline to vote on the Plan will be 4:00 p.m., prevailing
Mountain Time, on the later of (a) June 8, 2020, or (b) the first
business day that is at least 21 calendar days after the mailing or
electronic delivery of Solicitation Packages.
Any objection to confirmation of the Plan must be filed and served
on or before June 15, 2020, at 4:00 p.m. prevailing Mountain Time.
Attorneys for the Studios:
Michael R. Johnson, Esq.
David H. Leigh, Esq.
RAY QUINNEY & NEBEKER P.C.
36 South State Street, 14th Floor
Salt Lake City, Utah 84111
Telephone: (801) 532-1500
Facsimile: (801) 532-7543
E-mail: mjohnson@rqn.com
E-mail: dleigh@rqn.com
- and -
Thomas B. Walper
Kelly M. Klaus
Rose Leda Ehler
MUNGER, TOLLES & OLSON LLP
350 South Grand Avenue, 50th Floor
Los Angeles, California 90071-3426
Telephone: (213) 683-9100
Facsimile: (213) 687-3702
E-mail: thomas.walper@mto.com
E-mail: kelly.klaus@mto.com
E-mail: rose.ehler@mto.com
About Vidangel Inc.
Based in Provo, Utah, VidAngel, Inc., is an entertainment platform
empowering users to filter language, nudity, violence, and other
content from movies and TV shows on modern streaming devices such
as iOS, Android, and Roku. The company's newly launched service
empowers users to filter via their Netflix, Amazon Prime, and HBO
on Amazon Prime accounts, as well as enjoy original content
produced by VidAngel Studios. Its signature original series, Dry
Bar Comedy, now features the world's largest collection of clean
standup comedy, earning rave reviews from fans nationwide.
VidAngel filed a Chapter 11 petition (Bankr. D. Utah Case No.
17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal
Harmon, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities.
Judge Kevin R. Anderson oversees the case.
The Debtor tapped Parsons Behle & Latimer, as bankruptcy counsel;
Durham Jones & Pinegar, Baker Marquart LLP, Stris & Maher LLP and
Call & Jensen, P.C. as special counsel; and Tanner LLC as auditor
and advisor. The Debtor also hired economic consulting expert
Analysis Group, Inc.
George Hofmann was appointed as the Debtor's Chapter 11 trustee.
Cohne Kinghon, P.C. is the Trustee's bankruptcy counsel. The
Trustee also hired Call & Jensen, P.C., TraskBritt, P.C., Call &
Jensen, P.C., and Magleby Cataxinos & Greenwood, P.C. as special
counsel.
VILLA TAPIA: Seeks to Hire Marcum LLP as Accountant
---------------------------------------------------
Villa Tapia Citi Fresh Supermarket Corp. seeks approval from the
U.S. Bankruptcy Court for the Eastern District of New York to hire
Marcum LLP as its accountant.
The firm's services will include the preparation of Debtor's
monthly operating reports and financial statements.
Marcum will be paid at hourly rates as follows:
Partners $570 to $640
Managing Directors/Directors $400 to $505
Managers/Senior Managers $315 to $405
Seniors/Supervisors $215 to $275
Staff $175 to $200
Paraprofessionals $90 to $140
Marcum is a disinterested person within the meaning of Section
101(14), according to court filings.
The firm can be reached through:
Gary B. Rosen, CPA
Marcum LLP
750 3rd Avenue, 11th Floor
New York, NY 10017
Tel: (212) 485-5500
Fax: (212) 485-5501
About Villa Tapia Citi Fresh
Supermarket Corp.
Based in Brooklyn, N.Y., Villa Tapia Citi Fresh Supermarket Corp.
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-40357) on Jan. 20,
2020, listing under $1 million in both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
Phillip Mahony, Esq., is Debtor's bankruptcy counsel. Debtor
tapped Sgouras Law Firm, PLLC as its legal counsel for
non-bankruptcy matters.
VNS TRANSPORTATION: Seeks to Hire Wisdom Professional as Accountant
-------------------------------------------------------------------
VNS Transportation, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Wisdom
Professional Services Inc. as its accountant.
Wisdom Professional will gather and verify all pertinent
information required to compile and prepare monthly operating
reports; and prepare monthly operating reports for the debtor in
Bankruptcy Case No. 1-20-41827-cec.
Wisdom Professional will charge $200 per monthly operating report.
Wisdom Professional has been paid by the Debtor an initial retainer
fee in the amount of $2,000 on April 6, 2020.
Wisdom Professional Services Inc. does not hold or represent an
adverse interest to the estate, and is a disinterested person, as
that term is defined in 11 U. S. C. Sec. 101(14), as disclosed in
the court filings.
The firm can be reached through:
Michael Shtarkman, CPA
Wisdom Professional Services Inc.
626 Sheepshead Bay Rd, Ste 640
Brooklyn, NY 11224
Phone: +1 718-554-6672
About VNS Transportation
VNS Transportation, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-41827) on April 8,
2020. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $100,001 and
$500,000. Judge Carla E. Craig oversees the case. The Debtor is
represented by the Law Offices of Alla Kachan, P.C.
WALDEN PALMS: Waldar Buying 8 Orlando Properties for $323K
----------------------------------------------------------
Walden Palms Condominium Association, Inc., asks the U.S.
Bankruptcy Court for the Middle District of Florida to authorize
the sale of eight residential condominium units, to Waldar, LLC for
purchase price of $323,123, pursuant to the "AS IS" Residential
Contract For Sale And Purchase, dated May 1, 2020, subject to
higher and better offers, if any.
The Units are:
a. 4764 Walden Circle, Unit 423, Orlando, FL 32811-7242 [PIN:
1723298957-04230];
b. 4748 Walden Circle, Unit 815, Orlando, FL 32811-7242 [PIN:
1723298957-08150];
c. 4748 Walden Circle, Unit 823, Orlando, FL 32811-7242 [PIN:
1723298957-08230];
d. 4748 Walden Circle, Unit 832, Orlando, FL 32811-7242 [PIN:
1723298957-08320];
e. 4744 Walden Circle, Unit 933, Orlando, FL 32811-7242 [PIN:
172329-8957-09330];
f. 4740 Walden Circle, Unit 1034, Orlando, FL 32811-7242 [PIN:
1723298957-10340];
g. 4736 Walden Circle, Unit 1125, Orlando, FL 32811-7242 [PIN:
1723298957-11250]; and
h. 4724 Walden Circle, Unit 1534, Orlando, FL 32811-7242 [PIN:
1723298957-15340].
Because several of the Plan Units have been vacant for many years,
the sale is also subject certain non-monetary terms favorable to
the Debtor intended to ensure the prompt refurbishment and
occupancy of the Units, in exchange for which the Debtor has agreed
to waive 10-months of post-closing assessments while the Buyer
rehabilitates the Units. As the proposed sale is in conjunction
with its Plan of Reorganization, the Debtor also asks to exempt the
proposed sale from any applicable transfer taxes.
The Debtor anticipates the Plan Units can be sold under Section
363(f)(2) because most of the Secured Parties will consent to the
sale, either expressly or implicitly. The sale is also authorized
under Sections 363(f)(3) and/or (5) because the Debtor can
surcharge the Secured Lenders under Section 506(c) for unpaid
Assessments in excess of the total value of their secured
collateral.
The sale of Plan Units that may be subject to second mortgages, if
any, is also authorized under Section 363(f)(1) to the extent the
Debtor foreclosed out such second mortgages under applicable
Florida law. The Plan Units may also be sold free and clear of
claims of the Secured Tax Creditors, which can be compelled to
accept full payment of their respective liens from the proceeds of
the sale. To the extent any Secured Creditor(s) may dispute the
sale of any particular Plan Unit(s), the sale of same free and
clear and with any valid secured liens attaching to the proceeds
thereof is authorized under Section 363(f)(4).
On Jan. 21, 2019, the Debtor filed its initial Schedules and
Statement of Financial Affairs, listing among other assets of the
estate, statutory lien claims against various unit owners in
connection with collecting delinquent assessments, including
interest, late fees, and costs. During these proceedings (i.e.,
after the Petition Date), the Debtor foreclosed upon its scheduled
lien rights and acquired each of the Plan Units via foreclosure
through the Orange County Circuit Court, as authorized by the
Court's Order Granting Debtor’s Motion to Confirm No Automatic
Stay in Effect with Respect to Debtor's Ability to Enforce
Statutory Lien Rights.
A list of the Plan Units being sold, and the date each was acquired
by the Debtor via foreclosure sale, follows:
a. 4764 Walden Circle, Unit 423 - Foreclosure Sale/Acquisition
Date: Jan. 21, 2020;
b. 4748 Walden Circle, Unit 815 - Foreclosure Sale/Acquisition
Date: March 3, 2020;
c. 4748 Walden Circle, Unit 823 - Foreclosure Sale/Acquisition
Date: Dec. 18, 2019;
d. 4748 Walden Circle, Unit 832 - Foreclosure Sale/Acquisition
Date: Jan. 15, 2020;
e. 4744 Walden Circle, Unit 933 - Foreclosure Sale/Acquisition
Date: Feb. 11, 2020;
f. f. 4740 Walden Circle, Unit 1034 - Foreclosure
Sale/Acquisition Date: Dec. 3, 2019;
g. 4736 Walden Circle, Unit 1125 - Foreclosure
Sale/Acquisition Date: Nov. 19, 2019; and
h. 4724 Walden Circle, Unit 1534 - Foreclosure
Sale/Acquisition Date: April 28, 2020.
According to public records, there are the liens, claims and/or
encumbrances on all Plan Units, which may total an amount greater
than the value of the Plan Units themselves.
As of the date of filing the Motion, six of the eight Plan Units
(all except Units 832 and 1034) are potentially encumbered by
record First Mortgages. One or more Plan Unit was also subject to
second-position mortgage. The Plan Units are also subject to real
property taxes and/or tax certificate liens held by the Orange
County Tax Collector and/or third-parties that purchased tax
certificates for such Units. Unit 815 is subject to a Notice of
Federal Tax Lien dated June 14, 2016 in favor of the Internal
Revenue Service in the amount of $49,523 with respect to Federal
Income Taxes claimed due from the prior owner, Alex Rivera. Each
Plan Unit is also subject to a perfected security interest in favor
of the City of Orlando in connection with liens imposed on the
Common Elements appurtenant thereto in connection with various
building code violations. It is estimated that each Plan Unit is
encumbered by City Liens of almost $17,000.
The known Secured Creditors, and the Plan Units that potentially
collateralize their respective positions were identified in the
Debtor's Schedule:
a. Unit 423 - My Lea Properties, Inc.
b. Unit 815 - MERS, as nominee for Greenpoint Mortgage
Funding; U.S. Bank National Association, as nominee for Greenpoint
Mortgage Funding Trust Pass-Through Certificates, Series 2006-AR4;
Internal Revenue Service
c. Unit 823 - WMC Mortgage LLC, DIP [Bankr. D. Del. Case No.
19-10879]
d. Unit 832 - None
e. Unit 933 - MERS, as nominee for American Brokers Conduit;
American Brokers Conduit
f. Unit 1034 - None
g. Unit 1125 Specialized Loan Servicing, LLC
h. Unit 1534 Deutsche Bank National Trust, Trustee for IMH
Asset Corp., Collateralized Asset-Backed Bonds, Series 2007-A
Pursuant to the Purchase Agreement, the Debtor is proposing to sell
the Plan Units to Waldar for the net purchase price of $318,123.
The proposed sale is also subject to material non-monetary
conditions imposed by the Debtor to ensure that Plan Units are
rehabilitated/refurbished, rented out, professionally managed, and
Assessments are paid in a timely fashion moving forward.
The Debtor believes the Buyer's offer is the highest and best offer
it has received for the Plan Units and are in line with current
market prices for similarly situated properties in the area. It is
especially true given the anticipated decline in fair market value
(and overall marketability) of such Plan Units as a result of the
COVID-19 outbreak.
The Debtor and the Buyer have agreed to the terms of the Purchase
Agreement, the material terms of which follow:
a. Gross Purchase Price: $467,648;
b. Deposit Due Upon Signing: $5,000;
c. Buyer's Credit at Closing: $144,525 (on account of
repairs/rehabilitation and as condition to taking title subject to
City Liens, which Buyer has discretion to independently satisfy
post-closing as to any Plan Unit);
d. Net Purchase Price: $323,123;
e. Closing Date - 14 days after entry of court order approving
the sale, unless extended by agreement of the parties;
f. Assessment Waiver: The Buyer will receive a 10-month waiver
of Assessments due on account of the Plan Units;
g. Material Non-Monetary Terms: As-is, where-is, with no
representations or warranties of any type given by the Debtor, but
free and clear of all liens, claims and encumbrances (except as
otherwise noted); all Units will be fully refurbished by the Buyer,
including, without limitation, installation of new internal
plumbing, as the Units become vacant (but no later than 12 months
after Closing Date; the Buyer to retain title to Units held for no
less than 12 months after Closing Date; all Units will be
professionally managed and all necessary documentation will be
provided to the Debtor in accordance with its Governing Documents;
the Buyer agrees to accept liability of current Orlando City Code
violations;
h. Breakup Fee: if the Debtor accepts a higher and better
offer to purchase one or more of the Plan Units, it will have to
pay Buyer: (i) a breakup fee equal to 10% of the net purchase price
of the Plan Unit(s) sold to any third-party purchaser(s); and (ii)
Buyer’s reasonable attorneys' fees and costs, not to exceed
$2,000;
i. Tax Creditor Payments: All unpaid real estate taxes
(prorated up through closing date) and all tax lien certificates to
be paid by the Debtor at closing;
j. Proceeds to Estate: The bankruptcy estate will receive all
proceeds from the sale after payment at closing of all Tax Claims,
together with any other charges comprised of normal and customary
closing costs involved in a residential real estate transaction;
k. Commissions/Broker Fees: None;
l. Financing Contingencies: None;
m. Subject to Bankruptcy Court approval: yes; and
n. Subject to higher and better offers: yes.
The Debtor respectfully asks the Court enter an Order: (a) granting
the Motion; (b) approving the sale of the Plan Units free and clear
of certain liens, claims and encumbrances; (c) authorizing it to
enter into a contract for the sale of the Plan Units; (d) approving
the Purchase Agreement; (e) approving the payment of Tax Claims at
or before closing; and (f) granting such further relief the Court
deems appropriate under the circumstances.
A copy of the Contract is available at https://tinyurl.com/ycqgk9lo
from PacerMonitor.com free of charge.
About Walden Palms Condominium
Walden Palms Condominium Association, Inc., is a nonprofit property
management company in Orlando, Florida. Walden Palms Condominium
Association sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the
time of the filing, the Debtor was estimated to have assets of $1
million to $10 million and liabilities of $10 million to $50
million.
The case is assigned to Judge Cynthia C. Jackson.
The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its
bankruptcy counsel; Arias Bosinger PLLC as general association
counsel; JD Law Firm; as collections & foreclosure counsel; and
Winderweedle, Haines, Ward & Woodman, P.A. as land use counsel.
WALKER INVESTMENT: UST Wants Plan Filing Deadline Set
-----------------------------------------------------
On Dec. 4, 2019, debtor Walker Investment Properties, LLC, filed a
voluntary chapter 11 petition for relief. There is no agreed
scheduling order between the UST and the Debtor in this case.
David W. Asbach, acting United States Trustee prays for an order
setting a deadline by which the Debtor must file a disclosure
statement and plan of reorganization.
About Walker Investment Properties
Walker Investment Properties, LLC is a privately held real estate
investment company in Madison, Mississippi. The company sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Miss. Case No. 19-04313) on Dec. 4, 2019. The petition was signed
by Andrew C. Walker, manager/member. At the time of filing, the
company was estimated to have assets under $50,000 and liabilities
under $10 million. The case is assigned to Judge Neil P. Olack.
The company tapped R. Michael Bolen, Esq. at HOOD & BOLEN, PLLC, as
counsel.
WEST VIRGINIA: June 17 Hearing on Disclosure Statement
------------------------------------------------------
A hearing to consider the approval of the disclosure statement
submitted by West Virginia Resorts, LLC, will be held on June 17,
2020 at 1:30 p.m., by telephone. To participate in the hearing
parties are instructed to dial (877)848-7030 and provide access
code 6500181 when prompted to do so.
Written objections must be filed and served on or before June 9,
2020.
West Virginia Resorts, LLC, submitted a Chapter 11 Plan and a
Disclosure Statement.
Class S-1 is the secured claim of Freedom Bank. During the
pendency of this case, the Debtor has been making adequate
protection payments to $1,750 per month. The Debtor has not made
payments in April and May of 2020. The total claim is the
approximate sum of $356,608. The Debtor intends to sell the motel
and restaurant and pay Freedom Bank from the proceeds. The Debtor
is also selling an additional property for $65,000. The Debtor
intends to pay Freedom Bank from the proceeds.
Class U consists of remaining unsecured creditors. These claims
total the sum of approximately $150,000. It is unlikely that the
unsecured creditors would receive any monies from the sale of the
motel and restaurant.
The Chapter 11 Plan is based upon sale and liquidation of the
Debtor's motel and restaurant. There are risk factors to be
considered including the purchase price of the assets; the cost of
the sale; and changes in the real estate market post the Covid 19
pandemic.
A full-text copy of the Disclosure Statement dated May 18, 2020, is
available at https://tinyurl.com/y7bmurm9 from PacerMonitor.com at
no charge.
West Virginia Resorts' counsel:
Joseph W. Caldwell, Esquire
WV Bar No. 0586
CALDWELL & RIFFEE, PLLC
P.O. Box 4427
Charleston, WV 25364
Tel: (304) 925-2100
E-mail: joecaldwell@frontier.com
John J. Balenovich, Esquire
CALDWELL & RIFFEE, PLLC
P.O. Box 4388
Charleston, WV 25364
Tel: (304) 925-2988
E-mail: john@wvlitigator.com
About West Virginia Resorts
West Virginia Resorts LLC, a privately held company in Charleston,
W.Va., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. W.Va. Case No. 19-00587) on July 18, 2019. At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. The case is assigned to Judge Patrick M. Flatley. The
Debtor is represented by Caldwell & Riffee.
WEST VIRGINIA: Unsecured Creditors Unlikely to Get Share From Sale
------------------------------------------------------------------
West Virginia Resorts, LLC, filed a Chapter 11 Plan and a
Disclosure Statement.
The Class S-1 secured claim of Freedom Bank has a deed of trust on
the debtor's motel and restaurant. During the pendency of this
case, the Debtor has been making adequate protection payments to
$1,750 per month. The Debtor has not made payments in April and May
of 2020. The total claim is the approximate sum of $356,608. The
Debtor intends to sell the motel and restaurant and pay Freedom
Bank from the proceeds. The Debtor is also selling an additional
property for $65,000. The Debtor intends to pay Freedom Bank from
the proceeds.
Class U consists of remaining unsecured creditors. These claims
total the sum of $150,000. It is unlikely that the unsecured
creditors would receive any monies from the sale of the motel and
restaurant.
The Chapter 11 Plan is based upon sale and liquidation of the
Debtor's motel and restaurant. There are risk factors to be
considered including the purchase price of the assets; the cost of
the sale; and changes in the real estate market post the Covid 19
pandemic.
A full-text copy of the Disclosure Statement dated May 11, 2020, is
available at https://tinyurl.com/yaajvypx from PacerMonitor.com at
no charge.
The Debtor's counsel:
Joseph W. Caldwell, Esquire
CALDWELL & RIFFEE, PLLC
P.O. Box 4427
Charleston, WV 25364
Tel: (304) 925-2100
E-mail: joecaldwell@frontier.com
John J. Balenovich, Esquire
CALDWELL & RIFFEE, PLLC
P.O. Box 4388
Charleston, WV 25364
Tel: (304) 925-2988
E-mail: john@wvlitigator.com
About West Virginia Resorts
West Virginia Resorts LLC, a privately held company in Charleston,
W.Va., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. W.Va. Case No. 19-00587) on July 18, 2019. At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. The case is assigned to Judge Patrick M. Flatley. The
Debtor is represented by Caldwell & Riffee.
WESTERN HOST: Puerto Rico Tourism Says Plan Disclosures Inadequate
------------------------------------------------------------------
Puerto Rico Tourism Company objects to the approval of the
Disclosure Statement filed by Western Host Associates, Inc.
Puerto Rico Tourism points out that Debtor failed to include the
entire Puerto Rico Tourism Company's claim as a priority tax claim
subject to payment under Section 507(a)(8) of the Bankruptcy Code.
Puerto Rico Tourism Company further points out that the Disclosure
Statement filed by Debtor should also be rejected because it fails
to provide adequate information for the Puerto Rico Tourism Company
to make an informed judgment as to the viability of the plan of
reorganization proposed by Debtor.
Puerto Rico Tourism Company's counsel:
Giselle Lopez Soler
LAW OFFICES OF GISELLE LÓPEZ SOLER
PMB 257
Rd. 19 1353
Guaynabo, PR 00966
Tel. (787) 667-0941
Email gls@lopezsolerlaw.com
About Western Host Associates
Western Host Associates, Inc., owns a four-story commercial hotel
building located at 202 San Jose Street, Old San Juan, Puerto Rico.
The hotel is currently non-operational and is valued by the
company at $1.35 million.
The company previously sought bankruptcy protection on Nov. 14,
2012 (Bankr. D.P.R. Case No. 12-09093) and on May 19, 2011 (Bankr.
D.P.R. Case No. 11-04152).
Western Host Associates recently sought protection under Chapter 11
of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-02696) on May 15, 2018.
In the petition signed by Luis Alvarez, president, the Debtor
disclosed $1.36 million in assets and $4.82 million in liabilities.
Judge Brian K. Tester oversees the case. The Debtor tapped
Gratacos Law Firm, PSC, as its legal counsel and the Law Offices of
Jose R. Olmo-Rodriguez, as special counsel.
WHIDBEY ISLAND PHD: Moody's Cuts GOLT Bonds to Ba2, Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has downgraded Whidbey Island Public
Hospital District (PHD), Washington's general obligation unlimited
tax bonds to Baa3 from Baa2. At the same time, Moody's downgraded
the hospital district's general obligation limited tax bonds to Ba2
from Ba1. Concurrently Moody's revised the outlook to negative,
resolving the ratings under review status. The district's general
obligation bond rating was placed under review for possible
downgrade on March 31, 2020 due to the anticipated negative impacts
of the coronavirus and the potential disruption to cash flow
stemming from preparations and response to the pandemic. This
action concludes that review.
RATINGS RATIONALE
The downgrade to Baa3 on the district's GOULT bonds reflects
narrowing liquidity despite modest additional financial support
the hospital district has received from the CARES Act. Short-term
liquidity is adequate but declining, because of the loss of
elective surgeries and other regular revenue-generating activity.
Favorably, the hospital is resuming many of its regular operations
and has managed to reduce expenses, though it is still operating
at a net loss. The hospital's net cash is very weak at 41 days as
of May 22 and will continue to weaken further until revenues grow
to match expenses. Days cash on hand fell to 18 days in
preliminary 2019 financials, even before the coronavirus outbreak
limited operations. Among the challenges facing the district
before the coronavirus outbreak are high capital needs, weak
operating performance and failure to achieve financial goals
because of the ongoing difficulty of sustainably operating a mid-
size district hospital. Positively, the rating is supported by a
large tax base, average wealth and income and the stabilizing
presence of Naval Air Station Whidbey Island. Debt liabilities are
relatively modest for a local government and pension liabilities
are minimal. The hospital's GOULT bonds additionally benefit from
an unlimited tax levy that is collected only for repayment of the
bonds.
The downgrade to Ba2 on the General Obligation Limited Tax bonds
reflects the general credit characteristics of the hospital
district, as well as the full faith and credit pledge of the
district. The two-notch rating distinction between the GOULT and
GOLT bond reflects the insufficiency of operating tax levy revenue
alone to cover GOLT debt service in the next several years. While
not dedicated only to the bonds, the small operating property tax
levy is used to pay debt service on the GOLT bonds, and it
provides just above 1-times coverage of annual debt service, which
escalates at a rate faster than expected levy growth. The
hospital's other revenue available for debt service are
constrained by the notable enterprise risk and its expectation of
variable operating performance, including weak or negative cash
flow. The EMS levy, which requires voter reapproval for collection
after 2024, also supports a portion of debt service. The
district's GOLT bonds are planned to be refunded completely by
USDA revenue bonds in the next 12-18 months, though this has not
been completed yet.
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 of the crisis so
far on Whidbey Island PHD, WA. Moody's will continue to monitor
the hospital's ability to manage liquidity and operations through
the ongoing crisis and will update the rating and/or outlook if
Moody's sees sustained deterioration in the district's finances.
RATING OUTLOOK
The negative outlook reflects its expectation that the district
will continue to underperform expectations given the ongoing
coronavirus outbreak, high capital needs, limited new population
growth, and continued competitive pressures despite some
geographic advantages. Moody's expects the hospital's cash
position will weaken further before stabilizing no lower than 30
days cash. Declines in cash below this level, as an indication of
operating performance, would indicate substantial additional
weakness and an inability to maintain adequate liquidity for
operations.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
- Sustained stronger financial performance, demonstrated by
strengthened liquidity and substantially improved operating
margin
- Solid growth in operating property tax levy that supports
stronger GOLT debt service coverage from operating taxes alone
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
- Continued weak operating margins in fiscal 2020, including
failure to achieve budgeted goals of improved financial
performance
- Weak growth in the operating property tax levy that further
reduces coverage for GOLT bonds from operating property taxes
LEGAL SECURITY
The general obligation bonds are secured by an unlimited ad
valorem tax pledge.
The limited tax general obligation bonds are secured by the
District's full faith and credit, and are paid from all available
general operating revenues, including the operating property tax
levy.
PROFILE
Whidbey Island Public Hospital District, doing business as Whidbey
Health, operates a critical access hospital, seven satellite
clinics, an ambulance service and a few related other healthcare
services on Whidbey Island in Puget Sound, 65 miles north of
Seattle. The district serves a population of approximately 67,000
residents in 2018 estimates, or 81% of the population of Island
County, WA (Aa2).
METHODOLOGY
The principal methodology used in these ratings was US Local
Government General Obligation Debt published in September 2019.
WOODCREST ACE: May Use Cash Collateral Through Plan Effectivity
---------------------------------------------------------------
Judge Mark Houle of the U.S. Bankruptcy Court for the Central
District of California authorized Woodcrest Ace Hardware, Inc., and
its affiliates to use cash collateral through the earlier of July
31, 2020 or the Effective Date of their First Amended Joint Chapter
11 Plan, to pay their business expenses.
The Debtors are also authorized to use cash collateral to pay
National Cooperative Bank monthly adequate protection payments in
the total aggregate amount of $5,748.02, and all other amounts due
to NCB pursuant to its stipulation with NCB resolving NCB's
objection to plan confirmation, and pay all quarterly fees due to
the United States Trustee's Office.
NCB, Zions Bancorporation, N.A. d/b/a California Bank & Trust, and
all other parties asserting a lien against the cash collateral used
by the Debtors are granted a replacement lien, to the same extent,
validity, and priority existing on the date of the Debtors'
bankruptcy petition date, against all post-petition property of the
Debtors to the extent that the Debtors' cash collateral use results
in a diminution of the value of such party's lien on the petition
date.
A copy of the Order is available for free at https://is.gd/M98DfR
from PacerMonitor.com.
About Woodcrest Ace Hardware
Based in Riverside, California, Woodcrest Ace Hardware Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 19-13127) on April 12, 2019. In the petition
signed by Paul Douglas Shanabarger, president, the Debtor was
estimated to have $1 million in both assets and liabilities.
Rosenstein & Associates, led by Robert B. Rosenstein, is the
Debtor's counsel.
WPB HOSPITALITY: Re-Draft of Amended Plan and Disclosures Due Today
-------------------------------------------------------------------
Judge Elizabeth E. Brown has ordered that on or before Monday, June
8, 2020 the WPB Hospitality, LLC shall provide a red-lined re-draft
of the Debtor's Amended Chapter 11 Plan and Amended Disclosure
Statement to the United States Trustee, ALC, and any other creditor
or party-in-interest.
Creditors and Parties-In-Interest may advise the Debtor's counsel
of their comments on the draft amended plan and disclosure
statement by Friday, June 12, 2020.
On or before Monday, June 15, 2020 the Debtor will file its Amended
Chapter 11 Plan and Amended Disclosure Statement with the Court.
About WPB Hospitality
WPB Hospitality, LLC is a single asset real estate company (as
defined in 11 U.S.C. Section 101(51B)) whose principal assets are
located at 16161 E. 40th Ave., Denver, Colorado.
WPB Hospitality sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 18-18636) on Oct. 3,
2018. In the petition signed by Wanda Bertoia, owner, the Debtor
was estimated to have assets of less than $50,000 and liabilities
of $10 million to $50 million. Judge Elizabeth E. Brown oversees
the case. The Debtor tapped Lindquist-Kleissler & Company, LLC as
its legal counsel and CBRE, Inc. as broker.
WPX ENERGY: Moody's Rates New $500MM Sr. Unsec. Notes 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to WPX Energy,
Inc.'s proposed $500 million senior unsecured notes due 2028. The
net proceeds from the note's issuance will be used to tender for
existing bonds due in 2022, 2023 and 2024. WPX's existing ratings
including the Ba3 Corporate Family Rating and B1 ratings on
existing senior unsecured notes are unchanged. The outlook is
stable.
Assignments:
Issuer: WPX Energy, Inc.
Senior Unsecured Notes, Assigned B1 (LGD4)
RATINGS RATIONALE
The new notes will rank pari passu with WPX's existing senior
unsecured notes and be rated B1, one notch below the Ba3 CFR,
reflecting their lower priority of claim on the company's assets
relative to any potential borrowings under the secured revolving
credit facility.
WPX's Ba3 CFR reflects the expected benefits of the March 2020
Felix Energy acquisition that will partially offset the impact of
low oil and gas prices and the associated decline in capital
investments. The company also benefits from diversity of operations
in the Permian and Williston basins, a high percentage of liquids
production, scale, and sizeable reserves (proved developed reserves
totaling 461 MMboe at year-end 2019, pro forma for the Felix
acquisition). The company's liquids production, midstream contracts
that support margins (by ensuring gathering, processing and
long-haul takeaway capacity) as well as competitive development
costs, have supported improvements in capital efficiency. WPX had
hedges on over 90% of 2020 production as of the end of April and
its guidance called for it to generate over $150 million of free
cash flow at recent strip WTI oil prices. The stable outlook
reflects Moody's expectation that WPX will seamlessly integrate the
Felix Energy acquisition in 2020 and realize acquisition
synergies.
WPX's SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity through mid-2021, supported by availability under the
$1.5 billion secured revolving credit facility due April 2023 ($114
million borrowed; $23 million of letters of credit outstanding as
of March 31, 2020) and potential free cash flow. WPX has pared back
2020 capital expenditures from its initial 2020 plan and will fund
the spending with cash flow from operations. The revolver borrowing
base of $2.1 billion was affirmed in April 2020 and the commitments
are set at $1.5 billion, so the company has a cushion in future
borrowing base redeterminations. The revolver has two financial
covenants: a maximum consolidated net leverage (Net Debt / EBITDAX)
covenant of 4.25x and a minimum current ratio covenant of 1.0x.
Moody's expects the company to be in compliance with these
covenants through 2021.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if retained cash flow to debt fell
below 25% or the leveraged full-cyle ratio fell below 1x. The
ratings could be upgraded if WPX continues to execute on its
drilling program in a capital efficient manner such that it grows
production volumes, maintains an LFCR ratio approaching 1.5x and
RCF to debt above 40%.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
WPX Energy, Inc., headquartered in Tulsa, Oklahoma, is an
independent exploration and production company.
YETI INVESTMENT: Stromberg Stock Represents First IC, Muhammad
--------------------------------------------------------------
In the Chapter 11 cases of Yeti Investment, LLC, the law firm of
Stromberg Stock, PLLC provided notice under Rule 2019 of the
Federal Rules of Bankruptcy Procedure, to disclose that it is
representing First IC Bank and Muhammad Rahman.
Attorney Mark Stromberg, the undersigned first appeared in this
case on behalf of Rahman, whose address is 1755 Vermont Court,
Allen, Texas 75013, and who according to Debtor's Schedules of
Assets and Liabilities holds an undisputed second lien on the real
property, improvements and rents of the Debtor to secure repayment
of a promissory note in the original principal sum of $500,000.
First IC Bank, at 5593 Buford Highway, Doraville, Georgia 30340,
holds the first lien on the Property which is also not disputed by
Debtor in its Schedules, and is believed to also assert a secured
claim against the business assets of Alvin Jun Corporation, the
entity that operates at or on the Property, and is a tenant of the
Debtor, to secure repayment of an obligation scheduled by Debtor in
the sum of $l,650,000.00. First IC Bank's Executive Vice President
and Chief Credit Officer, Jack Byun, is one of First IC Bank's
contact person on this credit.
Recently, First IC Bank, who has in another bankruptcy case been
represented by the undersigned counsel, contacted the undersigned
counsel and asked that the undersigned agree to represent First IC
Bank in this case. The undersigned counsel notified Mr. Rahman of
the request.
The undersigned counsel advised both First IC Bank and Rahman of
the existence of potential conflicts of interest between them, and
associated with a simultaneous representation of both of them. Both
First IC Bank and Rahman have agreed in writing to waive the
potential conflicts associated with such a joint representation.
The addresses of the Claimants are not identical, and the contact
persons and addresses are set forth above. The Claimants are all
entities, and among the various Claimants, neither the Claimants
themselves, nor their claims, are collectively related by
affiliation or kinship; although the Claimants' claims have in
common that they arose from the pre- and post- petition breaches of
agreement by Debtor, and associated injuries caused thereby, the
Claimants do not maintain common claims. The undersigned came to
represent the Claimants by way of past representation and
assistance provided in other bankruptcy cases to the Claimants or
their counsel, and/or by way of referrals therefrom.
The nature and amount of each of the above creditors' claims is set
forth in Paragraphs l through 3 above.
The Claimants have elected to retain one law firm as local counsel
to protect their interests in the reorganization process and the
distribution of assets of the estate, and to minimize their
expenses in connection with this bankruptcy matter, and have
determined that their conflicts of interest, if any, have been
waived and are not sufficiently significant to prevent their
retention of their selected counsel.
The Claimants maintain that this disclosure is not required under
the present circumstances, but is provided in an abundance of
propriety.
The Firm can be reached at:
STROMBERG STOCK, PLLC
Mark Stromberg, Esq.
8350 North Central Expressway, Suite 1225
Dallas, TX 75206
Telephone: (972) 458-5353
Facsimile: (972) 861-5339
E-mail: mark@strombergstock.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/mBIfjH
About Yeti Investment
Yeti Investment, LLC, owns a real property in 2452 Fm 3364,
Princeton Texas having a current value of $3.9 million.
Yeti Investment sought Chapter 11 protection (Bankr. E.D. Tex. Case
No. 20-40627) on March 2, 2020. In the petition signed by Gaurab
Basnet, managing member, the Debtor disclosed total assets of
$3,900,000 and total liabilities of $2,156,000. The Debtor tapped
ERIC A. LIEPINS in Dallas, Texas, as counsel.
YUMA ENERGY: May Use YE Investment Cash Collateral on Final Basis
-----------------------------------------------------------------
Judge Mark Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Yuma Energy, Inc., and its affiliates,
on a final basis, to use any cash collateral of YE Investment LLC
and any other secured parties to pay the expenses described in the
Budget.
The consent to use cash collateral will terminate on the expiration
of the Budget or Sept. 4, 2020, whichever is earlier.
YE Investment and any other creditor claiming a lien in the
Debtors' prepetition cash are granted a first-priority replacement
lien on the Debtors' post-petition accounts receivable and proceeds
of collection of Debtors' accounts receivable, to the extent that
the use of its cash collateral results in a decrease in the value
of such creditor's interest in such property upon which such
creditor holds a validly perfected and unavoidable lien on property
of Debtors' bankruptcy estates, including such liens perfected
postpetition as permitted by section 546(b) of the Bankruptcy Code.
However, the relative priorities of all adequate protection liens
among the Prepetition Lender and any other creditor claiming a lien
on the Debtors' prepetition cash shall be the same as the relative
priorities among such parties that existed prior to the Petition
Date.
As adequate protection, YE Investment is entitled to reimbursement
of its fees and expenses of up to $125,000.
The Debtors are directed to pay Archrock Partners Operating LLC the
sum of $15,426.45 accruing from use of Archrock's goods, services
or equipment for the period between April 15 and May 6, 2020. In
addition, the Debtors will pay St. Bernard Well Service, LLC the
sum of $9,232 accruing from use of St. Bernard's goods, services or
equipment for the period between April 15, 2020 and April 30, 2020
About Yuma Energy
Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an
independent Houston-based exploration and production company. The
Company is focused on the acquisition, development, and exploration
for conventional and unconventional oil and natural gas resources,
primarily in the U.S. Gulf Coast, the Permian Basin of West Texas
and California. The Company has employed a 3-D seismic-based
strategy to build a multi-year inventory of development and
exploration prospects. Its current operations are focused on
onshore properties located in southern Louisiana, southeastern
Texas and recently, in the Permian basin of West Texas. In
addition, the Company has non-operated positions in the East Texas
Eagle Ford and Woodbine, and operated positions in Kern County in
California.
Yuma Energy and three of its affiliates filed for bankruptcy
protection on April 15, 2020 (Bankr. N. D. Tex. Lead Case No.
20-41455). In the petitions signed by CRO Anthony C. Schnur, Yuma
posted $32,290,329 in total assets and $28,270,794 in total
liabilities as of Dec. 31, 2019.
The Debtors have tapped Fisher Broyles LLP as their legal counsel;
Seaport Gordian Energy LLC as their investment banker; Ankura
Consulting Group LLC as their financial advisor; and Stretto as
their administrative advisor.
[^] BOND PRICING: For the Week from June 1 to 5, 2020
-----------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
24 Hour Fitness Worldwide HRFITW 8.000 2.828 6/1/2022
24 Hour Fitness Worldwide HRFITW 8.000 2.773 6/1/2022
Ahern Rentals Inc AHEREN 7.375 46.101 5/15/2023
Ally Financial Inc ALLY 4.000 99.193 6/15/2020
Ally Financial Inc ALLY 3.850 99.185 6/15/2020
Ally Financial Inc ALLY 3.000 98.920 6/15/2020
Ally Financial Inc ALLY 2.700 99.123 6/15/2020
Ally Financial Inc ALLY 2.800 99.128 6/15/2020
Ally Financial Inc ALLY 2.750 99.126 6/15/2020
Ally Financial Inc ALLY 4.000 99.193 6/15/2020
America West Airlines
2001-1 Pass
Through Trust AAL 7.100 79.953 4/2/2021
American Airlines 2011-1
Class A Pass
Through Trust AAL 5.250 80.150 1/31/2021
American Airlines 2013-1
Class B Pass
Through Trust AAL 5.625 84.000 1/15/2021
American Energy- Permian
Basin LLC AMEPER 12.000 11.515 10/1/2024
American Energy- Permian
Basin LLC AMEPER 12.000 11.197 10/1/2024
American Energy- Permian
Basin LLC AMEPER 12.000 11.197 10/1/2024
Avid Technology Inc AVID 2.000 99.065 6/15/2020
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Basic Energy Services Inc BASX 10.750 42.997 10/15/2023
Basic Energy Services Inc BASX 10.750 42.997 10/15/2023
Beverages & More Inc BEVMO 11.500 64.494 6/15/2022
Bon-Ton Department Stores BONT 8.000 9.398 6/15/2021
Briggs & Stratton Corp BGG 6.875 32.307 12/15/2020
Bristow Group Inc/old BRS 6.250 5.855 10/15/2022
Bristow Group Inc/old BRS 4.500 5.875 6/1/2023
British Airways 2013-1
Class B Pass
Through Trust IAGLN 5.625 97.991 6/20/2020
British Airways 2013-1
Class B Pass
Through Trust IAGLN 5.625 97.991 6/20/2020
Bruin E&P Partners LLC BRUINE 8.875 2.289 8/1/2023
Bruin E&P Partners LLC BRUINE 8.875 1.882 8/1/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.125 12/9/2022
CBL & Associates LP CBL 5.250 21.000 12/1/2023
CBL & Associates LP CBL 4.600 23.612 10/15/2024
CEC Entertainment Inc CEC 8.000 8.418 2/15/2022
CSI Compressco LP / CSI
Compressco Finance Inc CCLP 7.250 41.513 8/15/2022
Calfrac Holdings LP CFWCN 10.875 26.484 3/15/2026
Calfrac Holdings LP CFWCN 8.500 6.169 6/15/2026
Calfrac Holdings LP CFWCN 10.875 26.484 3/15/2026
Calfrac Holdings LP CFWCN 8.500 5.900 6/15/2026
California Resources Corp CRC 8.000 2.111 12/15/2022
California Resources Corp CRC 8.000 2.002 12/15/2022
California Resources Corp CRC 6.000 1.530 11/15/2024
California Resources Corp CRC 5.500 1.316 9/15/2021
California Resources Corp CRC 6.000 2.410 11/15/2024
Callon Petroleum Co CPE 6.250 39.597 4/15/2023
Callon Petroleum Co CPE 8.250 30.605 7/15/2025
Chaparral Energy Inc CHAP 8.750 10.284 7/15/2023
Chaparral Energy Inc CHAP 8.750 10.452 7/15/2023
Chesapeake Energy Corp CHK 11.500 4.700 1/1/2025
Chesapeake Energy Corp CHK 11.500 5.028 1/1/2025
Chesapeake Energy Corp CHK 5.500 3.500 9/15/2026
Chesapeake Energy Corp CHK 8.000 3.078 6/15/2027
Chesapeake Energy Corp CHK 5.750 2.848 3/15/2023
Chesapeake Energy Corp CHK 4.875 4.686 4/15/2022
Chesapeake Energy Corp CHK 5.375 3.344 6/15/2021
Chesapeake Energy Corp CHK 7.000 2.185 10/1/2024
Chesapeake Energy Corp CHK 8.000 2.288 1/15/2025
Chesapeake Energy Corp CHK 8.000 2.000 3/15/2026
Chesapeake Energy Corp CHK 7.500 1.879 10/1/2026
Chesapeake Energy Corp CHK 8.000 3.068 6/15/2027
Chesapeake Energy Corp CHK 8.000 1.759 3/15/2026
Chesapeake Energy Corp CHK 8.000 3.068 6/15/2027
Chesapeake Energy Corp CHK 8.000 1.759 3/15/2026
Chesapeake Energy Corp CHK 8.000 2.198 1/15/2025
Chesapeake Energy Corp CHK 8.000 2.198 1/15/2025
Citigroup Inc C 5.950 93.221 N/A
CorEnergy Infrastructure
Trust Inc CORR 7.000 80.000 6/15/2020
Dean Foods Co DF 6.500 3.950 3/15/2023
Dean Foods Co DF 6.500 3.561 3/15/2023
Denbury Resources Inc DNR 9.000 50.080 5/15/2021
Denbury Resources Inc DNR 9.250 45.483 3/31/2022
Denbury Resources Inc DNR 5.500 6.228 5/1/2022
Denbury Resources Inc DNR 4.625 2.411 7/15/2023
Denbury Resources Inc DNR 6.375 8.500 12/31/2024
Denbury Resources Inc DNR 6.375 4.857 8/15/2021
Denbury Resources Inc DNR 9.000 46.666 5/15/2021
Denbury Resources Inc DNR 9.250 45.338 3/31/2022
Diamond Offshore Drilling DOFSQ 7.875 14.938 8/15/2025
Diamond Offshore Drilling DOFSQ 3.450 11.313 11/1/2023
ENSCO International Inc VAL 7.200 10.749 11/15/2027
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 21.000 5/15/2026
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 1.500 11/29/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 1.228 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 20.208 5/15/2026
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 1.110 11/29/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 1.228 5/1/2024
EnLink Midstream Partners ENLK 6.000 36.598 N/A
Energy Conversion Devices ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 1.113 0.072 1/30/2037
Exantas Capital Corp XAN 4.500 49.000 8/15/2022
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 21.196 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 18.417 7/15/2023
Extraction Oil & Gas Inc XOG 7.375 5.474 5/15/2024
Extraction Oil & Gas Inc XOG 5.625 6.003 2/1/2026
Extraction Oil & Gas Inc XOG 7.375 5.757 5/15/2024
Extraction Oil & Gas Inc XOG 5.625 5.983 2/1/2026
FTS International Inc FTSINT 6.250 32.812 5/1/2022
Federal Farm Credit Banks
Funding Corp FFCB 1.550 99.489 9/5/2024
Federal Farm Credit Banks
Funding Corp FFCB 1.990 99.444 9/10/2030
Federal Farm Credit Banks
Funding Corp FFCB 1.500 99.445 9/9/2022
Federal Farm Credit Banks
Funding Corp FFCB 2.240 99.884 9/4/2030
Federal Farm Credit Banks
Funding Corp FFCB 1.400 99.370 9/11/2023
Federal Home Loan Banks FHLB 1.300 99.501 9/11/2024
Federal Home Loan Banks FHLB 1.830 99.436 9/10/2027
Federal Home Loan Banks FHLB 1.375 99.470 12/11/2023
Federal Home Loan Banks FHLB 1.850 99.535 3/11/2027
Federal Home Loan Banks FHLB 1.240 99.853 9/9/2022
Federal Home Loan Banks FHLB 1.650 99.553 12/11/2025
Federal Home Loan Banks FHLB 1.150 99.461 3/11/2022
Federal Home Loan Banks FHLB 1.800 99.358 3/9/2027
Federal Home Loan Banks FHLB 1.680 99.433 12/12/2028
Federal Home Loan
Mortgage Corp FHLMC 1.250 99.727 3/10/2023
Federal Home Loan
Mortgage Corp FHLMC 1.700 98.984 3/9/2027
Federal Home Loan
Mortgage Corp FHLMC 0.850 99.032 3/10/2022
Federal National
Mortgage Association FNMA 3.585 99.635 6/10/2020
Federal National
Mortgage Association FNMA 1.360 99.438 6/8/2020
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Ford Motor Credit Co LLC F 2.250 98.826 6/20/2020
Ford Motor Credit Co LLC F 2.200 98.633 6/20/2020
Forum Energy Technologies FET 6.250 42.128 10/1/2021
Frontier Communications FTR 10.500 38.000 9/15/2022
Frontier Communications FTR 8.750 35.500 4/15/2022
Frontier Communications FTR 7.125 33.625 1/15/2023
Frontier Communications FTR 7.625 35.500 4/15/2024
Frontier Communications FTR 6.875 31.500 1/15/2025
Frontier Communications FTR 6.250 30.750 9/15/2021
Frontier Communications FTR 9.250 32.000 7/1/2021
Frontier Communications FTR 8.875 28.500 9/15/2020
Frontier Communications FTR 11.000 29.500 9/15/2025
Frontier Communications FTR 10.500 37.011 9/15/2022
Frontier Communications FTR 11.000 37.483 9/15/2025
Frontier Communications FTR 10.500 30.875 9/15/2022
GameStop Corp GME 6.750 77.995 3/15/2021
Global Eagle Entertainment ENT 2.750 6.360 2/15/2035
Goodman Networks Inc GOODNT 8.000 41.522 5/11/2022
Great Western Petroleum
LLC / Great Western
Finance Corp GRTWST 9.000 62.994 9/30/2021
Great Western Petroleum
LLC / Great Western
Finance Corp GRTWST 9.000 63.236 9/30/2021
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Hertz Corp/The HTZ 5.500 34.250 10/15/2024
Hertz Corp/The HTZ 6.250 33.980 10/15/2022
Hi-Crush Inc HCR 9.500 5.295 8/1/2026
Hi-Crush Inc HCR 9.500 4.877 8/1/2026
High Ridge Brands Co HIRIDG 8.875 5.125 3/15/2025
High Ridge Brands Co HIRIDG 8.875 5.125 3/15/2025
HighPoint Operating Corp HPR 7.000 27.050 10/15/2022
HighPoint Operating Corp HPR 8.750 27.217 6/15/2025
International Game
Technology IGT 5.500 99.038 6/15/2020
International Wire Group ITWG 10.750 75.000 8/1/2021
International Wire Group ITWG 10.750 79.064 8/1/2021
J Crew Brand LLC / J Crew
Brand Corp JCREWB 13.000 50.500 9/15/2021
JC Penney Corp Inc JCP 5.650 2.125 6/1/2020
JC Penney Corp Inc JCP 5.875 36.000 7/1/2023
JC Penney Corp Inc JCP 7.625 1.000 3/1/2097
JC Penney Corp Inc JCP 6.375 1.500 10/15/2036
JC Penney Corp Inc JCP 7.400 1.000 4/1/2037
JC Penney Corp Inc JCP 8.625 2.500 3/15/2025
JC Penney Corp Inc JCP 5.875 32.000 7/1/2023
JC Penney Corp Inc JCP 7.125 1.023 11/15/2023
JC Penney Corp Inc JCP 8.625 15.950 3/15/2025
JC Penney Corp Inc JCP 6.900 1.183 8/15/2026
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 6.946 10/15/2025
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 6.809 10/15/2025
K Hovnanian Enterprises HOV 10.000 49.500 7/15/2022
K Hovnanian Enterprises HOV 10.500 41.000 7/15/2024
K Hovnanian Enterprises HOV 5.000 10.000 2/1/2040
K Hovnanian Enterprises HOV 10.000 67.500 7/15/2022
K Hovnanian Enterprises HOV 10.500 40.567 7/15/2024
K Hovnanian Enterprises HOV 5.000 10.000 2/1/2040
KLX Energy Services
Holdings Inc KLXE 11.500 39.728 11/1/2025
KLX Energy Services
Holdings Inc KLXE 11.500 36.828 11/1/2025
KLX Energy Services
Holdings Inc KLXE 11.500 37.029 11/1/2025
LSC Communications Inc LKSD 8.750 9.660 10/15/2023
LSC Communications Inc LKSD 8.750 9.375 10/15/2023
Lexicon Pharmaceuticals Inc LXRX 5.250 56.930 12/1/2021
Liberty Media Corp LMCA 2.250 49.675 9/30/2046
Lonestar Resources America LONE 11.250 8.351 1/1/2023
Lonestar Resources America LONE 11.250 11.277 1/1/2023
MAI Holdings Inc MAIHLD 9.500 20.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 20.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 20.000 6/1/2023
MF Global Holdings Ltd MF 9.000 15.625 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
Martin Midstream
Partners LP / Martin
Midstream Finance Corp MMLP 7.250 61.349 2/15/2021
Martin Midstream
Partners LP / Martin
Midstream Finance Corp MMLP 7.250 60.843 2/15/2021
Martin Midstream
Partners LP / Martin
Midstream Finance Corp MMLP 7.250 60.843 2/15/2021
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.000 7/1/2026
McClatchy Co/The MNIQQ 6.875 2.829 3/15/2029
McClatchy Co/The MNIQQ 6.875 1.917 7/15/2031
McClatchy Co/The MNIQQ 7.150 1.994 11/1/2027
McDermott Technology
Americas Inc / McDermott
Technology US Inc MDR 10.625 5.019 5/1/2024
McDermott Technology
Americas Inc / McDermott
Technology US Inc MDR 10.625 4.762 5/1/2024
Men's Wearhouse Inc/The TLRD 7.000 25.715 7/1/2022
Men's Wearhouse Inc/The TLRD 7.000 26.425 7/1/2022
MetLife Inc MET 5.250 90.563 N/A
Moody's Corp MCO 3.250 102.388 6/7/2021
Morgan Stanley MS 5.550 91.871 N/A
Morgan Stanley MS 1.440 98.384 6/17/2020
Murray Energy Corp MURREN 12.000 0.001 4/15/2024
Murray Energy Corp MURREN 12.000 0.467 4/15/2024
NWH Escrow Corp HARDWD 7.500 53.301 8/1/2021
NWH Escrow Corp HARDWD 7.500 53.301 8/1/2021
Nabors Industries Inc NBR 5.100 40.194 9/15/2023
Nabors Industries Inc NBR 5.500 41.420 1/15/2023
Nabors Industries Inc NBR 0.750 19.500 1/15/2024
Neiman Marcus Group LLC/The NMG 7.125 4.500 6/1/2028
Neiman Marcus Group LTD
LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 2.500 10/25/2024
Neiman Marcus Group LTD
LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 21.875 4/25/2024
Neiman Marcus Group LTD
LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 3.312 10/25/2024
Neiman Marcus Group LTD
LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 2.699 10/25/2024
Neiman Marcus Group LTD
LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 22.014 4/25/2024
Neiman Marcus Group LTD
LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 33.500 10/25/2024
Neiman Marcus Group Ltd LLC NMG 8.000 54.000 10/15/2021
Neiman Marcus Group Ltd LLC NMG 8.750 52.939 10/15/2021
Neiman Marcus Group Ltd LLC NMG 8.000 55.059 10/15/2021
Neiman Marcus Group Ltd LLC NMG 8.750 52.939 10/15/2021
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 3.876 5/15/2019
Nine Energy Service Inc NINE 8.750 45.394 11/1/2023
Nine Energy Service Inc NINE 8.750 45.574 11/1/2023
Nine Energy Service Inc NINE 8.750 45.790 11/1/2023
Northwest Hardwoods Inc HARDWD 7.500 34.710 8/1/2021
Northwest Hardwoods Inc HARDWD 7.500 34.710 8/1/2021
OMX Timber Finance
Investments II LLC OMX 5.540 0.573 1/29/2020
Oasis Petroleum Inc OAS 6.875 23.211 3/15/2022
Oasis Petroleum Inc OAS 6.875 22.550 1/15/2023
Oasis Petroleum Inc OAS 6.250 19.731 5/1/2026
Oasis Petroleum Inc OAS 2.625 10.000 9/15/2023
Oasis Petroleum Inc OAS 6.500 22.347 11/1/2021
Oasis Petroleum Inc OAS 6.250 19.808 5/1/2026
Omnimax International Inc EURAMX 12.000 75.129 8/15/2020
Omnimax International Inc EURAMX 12.000 74.682 8/15/2020
Optimas OE Solutions
Holding LLC / Optimas
OE Solutions Inc OPTOES 8.625 57.364 6/1/2021
Optimas OE Solutions
Holding LLC / Optimas
OE Solutions Inc OPTOES 8.625 57.364 6/1/2021
PDC Energy Inc PDCE 6.250 78.125 12/1/2025
PHH Corp PHH 6.375 57.828 8/15/2021
Party City Holdings Inc PRTY 6.625 16.739 8/1/2026
Party City Holdings Inc PRTY 6.125 18.363 8/15/2023
Party City Holdings Inc PRTY 6.625 15.757 8/1/2026
Party City Holdings Inc PRTY 6.125 16.962 8/15/2023
Pinnacle Bank/Nashville TN PNFP 4.875 100.000 7/30/2025
Pride International LLC VAL 7.875 10.015 8/15/2040
Pyxus International Inc PYX 9.875 9.144 7/15/2021
Pyxus International Inc PYX 9.875 10.171 7/15/2021
Pyxus International Inc PYX 9.875 10.171 7/15/2021
Quorum Health Corp QHC 11.625 15.496 4/15/2023
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer
Products Corp REV 5.750 65.393 2/15/2021
Revlon Consumer
Products Corp REV 6.250 15.999 8/1/2024
Rolta LLC RLTAIN 10.750 5.868 5/16/2018
SESI LLC SPN 7.125 41.034 12/15/2021
SESI LLC SPN 7.125 43.826 12/15/2021
SESI LLC SPN 7.750 37.517 9/15/2024
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 0.932 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 0.932 11/1/2021
SanDisk LLC SNDK 0.500 84.770 10/15/2020
Sanchez Energy Corp SNEC 7.250 1.000 2/15/2023
Sanchez Energy Corp SNEC 7.250 0.619 2/15/2023
SandRidge Energy Inc SD 7.500 0.500 2/15/2023
Sears Holdings Corp SHLD 8.000 1.175 12/15/2019
Sears Holdings Corp SHLD 6.625 3.048 10/15/2018
Sears Holdings Corp SHLD 6.625 3.048 10/15/2018
Sears Roebuck Acceptance SHLD 6.750 1.147 1/15/2028
Sears Roebuck Acceptance SHLD 7.500 1.000 10/15/2027
Sears Roebuck Acceptance SHLD 7.000 0.896 6/1/2032
Sears Roebuck Acceptance SHLD 6.500 1.000 12/1/2028
Sears Roebuck Acceptance TXU 5.550 13.500 11/15/2014
Stearns Holdings LLC STELND 9.375 45.375 8/15/2020
Stearns Holdings LLC STELND 9.375 45.375 8/15/2020
Summit Midstream Holdings
LLC / Summit Midstream
Finance Corp SUMMPL 5.500 50.826 8/15/2022
Summit Midstream Partners SMLP 9.500 9.550 N/A
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 0.543 6/1/2022
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 0.543 6/1/2022
Teligent Inc/NJ TLGT 4.750 39.013 5/1/2023
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tesla Energy Operations TSLAEN 3.600 98.843 6/11/2020
Tesla Energy Operations TSLAEN 3.600 93.075 8/6/2020
Transworld Systems Inc TSIACQ 9.500 24.250 8/15/2021
Tupperware Brands Corp TUP 4.750 45.839 6/1/2021
Tupperware Brands Corp TUP 4.750 46.387 6/1/2021
Tupperware Brands Corp TUP 4.750 46.387 6/1/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc/US UPL 11.000 5.500 7/12/2024
Ultra Resources Inc/US UPL 7.125 0.050 4/15/2025
Ultra Resources Inc/US UPL 7.125 0.452 4/15/2025
Unit Corp UNTUS 6.625 10.604 5/15/2021
Whiting Petroleum Corp WLL 5.750 15.250 3/15/2021
Whiting Petroleum Corp WLL 6.625 13.500 1/15/2026
Whiting Petroleum Corp WLL 6.250 15.250 4/1/2023
Whiting Petroleum Corp WLL 6.625 6.750 1/15/2026
Whiting Petroleum Corp WLL 6.625 18.170 1/15/2026
Windstream Services LLC /
Windstream Finance Corp WIN 10.500 5.625 6/30/2024
Windstream Services LLC /
Windstream Finance Corp WIN 9.000 5.303 6/30/2025
Windstream Services LLC /
Windstream Finance Corp WIN 9.000 5.625 6/30/2025
Windstream Services LLC /
Windstream Finance Corp WIN 7.500 3.058 6/1/2022
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 3.434 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 2.500 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 2.496 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 3.434 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 10.500 3.000 6/30/2024
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 2.514 10/1/2021
rue21 inc RUE 9.000 1.305 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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