/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200626.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 26, 2020, Vol. 24, No. 177 Headlines 10827 STUDEBAKER: $6M Loans to Fund 100% Plan 1934 BEDFORD: Seeks to Hire Loeb & Loeb as Bankruptcy Counsel 3 SC HOLDING: Unsecureds to Get $250 per Month until Sale/Refinance 4202 PARTNERS: Case Summary & 8 Unsecured Creditors 510 R.O.K. REALTY: Plan to be Funded by Asset Sale Proceeds APODACA ENTERPRISES: Eileen Lopez Objects to Plan & Disclosure ARCHDIOCESE OF SANTA FE: Hires REDW to Complete 2020 Audit ARETE HEALTHCARE: Unsecured Creditors to Recover 2% to 30% in Plan ARTISAN BUILDERS: Voluntary Chapter 11 Case Summary AURORA COMMERCIAL: Liquidating Plan Confirmed by Judge BOBALU INC: Has Until July 10 to File Plan & Disclosure BOSS OYSTER: Sale to Give Unsecureds 20% Recovery CARL WEBER: Plan to be Funded by Loan from Administrative Lenders CBB ACQUISITION: Case Summary & 20 Largest Unsecured Creditors CDT DE SAN SEBASTIAN: Seeks to Hire JE&MA CPA as Accountant CEC ENTERTAINMENT: Case Summary & 30 Largest Unsecured Creditors CEC ENTERTAINMENT: Files Voluntary Chapter 11 Bankruptcy Petition CHESAPEAKE ENERGY: S&P Cuts ICR to 'D' on Missed Interest Payment CHIFLEZ CORP: July 8 Plan Confirmation Hearing Set CHINOS HOLDINGS: Taps KPMG to Provide Tax Services CLARE OAKS: Taps Getzler Henrich as Financial Advisor COVENANT CHURCH: Hires Robert O Lampl as Legal Counsel CSI COMPRESSCO: S&P Raises ICR to 'B-'; Outlook Stable CTE 1 LLC: July 23 Plan & Disclosure Hearing Set DAMEN 4 MANAGEMENT: Taps Fox Rothschild as Legal Counsel DIAMOND SPORTS: S&P Lowers Senior Secured Debt Rating to 'BB-' EF-290 LLC: Seeks Approval to Hire Hajjar Peters as Legal Counsel ELK PETROLEUM: July 8 Plan Confirmation Hearing Set EP TECHNOLOGY: Unsecured Creditors to Get Full Payment in Plan EVERMILK LOGISTICS: Court Approves Amended Disclosure Statement EXPLORE KNOWLEDGE: S&P Lowers Revenue Debt Rating to 'BB+' FORMING MACHINING: S&P Lowers ICR to 'CCC+'; Outlook Negative FORUM ENERGY: S&P Upgrades ICR to 'CCC-' on Distressed Debt Tender GABRIEL INVESTMENT: Distributor Unsecureds to Receive $500K in Plan GARTNER INC: S&P Assigns 'BB' Rating on New $500MM Unsecured Notes GK HOLDINGS: S&P Downgrades ICR to 'D' on Missed Interest Payment GNC HOLDINGS: To Use Chapter 11 Process to Accelerate Strategy HILL CONCRETE: Unsecured Creditors Have 2 Options in Plan INTELSAT SA: Affiliate Taps AlixPartners as Financial Advisor J.C. PENNEY: Seeks Approval to Hire KPMG as Tax Consultant JASON INDUSTRIES: Case Summary & 35 Largest Unsecured Creditors JO-ANN STORES: S&P Lowers ICR to 'SD' on Distressed Repurchase KAPKOWSKI ROAD: Moody's Confirms Ba2 Rating on Project Bonds LUNA DEVELOPMENTS: Liquidating Plan Confirmed by Judge MANIRRAH LLC: Voluntary Chapter 11 Case Summary MCCLATCHY CO: Seeks to Hire Ernst & Young to Provide Tax Services MEDIQUIRE INC: Unsecured Creditors to Have 3% Recovery in Plan MOHIN ENTERPRISES: Combined Plan & Disclosures Confirmed by Judge MONTICELLO HORIZON: Case Summary & 7 Unsecured Creditors NEIMAN MARCUS: S&P Rates $675MM DIP Term Loan 'B' PERMCLIP PRODUCTS: July 7 Plan & Disclosure Hearing Set PILOCH DISTRIBUTION: Case Summary & 8 Unsecured Creditors PLUTO ACQUISITION I: S&P Affirms B- ICR, Alters Outlook to Stable PREMIERE JEWELLERY: Case Summary & 20 Largest Unsecured Creditors QUARTER HOMES: Gets Interim OK to Hire Osborn Maledon as Counsel RANCHER'S LEGACY: James L. Ratcliff Objects to Disclosure Statement RH HOLDINGS: Case Summary & 10 Unsecured Creditors ROCHESTER HOLDING: Hires Valldejuli & Associates as Legal Counsel ROCKPORT DEVELOPMENT: U.S. Trustee Appoints Creditors' Committee RTX SOLUTIONS: Has Until Nov. 16 to File Plan & Disclosures RUBIE'S COSTUME: Seeks to Hire Meyer Suozzi as Legal Counsel RUBIE'S COSTUME: Seeks to Hire Togut Segal as Co-Counsel SM ENERGY: S&P Upgrades ICR to 'CCC+' After Distressed Exchange SOUTH BEACH STREET: Taps Clayton Roper as Appraiser STONE OAK MEMORY: Unsec. Creditors to Get Full Payment over 2 Years TERRIER MEDIA: S&P Alters Outlook to Negative, Affirms 'B' ICR TOPAZ SOLAR: S&P Raises Senior Secured Notes Rating to 'BB' TOPAZ VILLAS: Unsecured Creditors to Get Full Payment by July 1 UNITED RESOURCE: July 30 Plan & Disclosure Hearing Set US TELEPACIFIC: S&P Alters Outlook to Negative, Affirms 'B-' ICR VILLA ABRIGO: Has Until July 8 to File Plan & Disclosures W&T OFFSHORE: Swings to $66 Million Net Income in First Quarter WEATHERS PROPERTIES: Gets Approval to Hire Launch Real Estate WESTERN HOST: Disclosure Statement Hearing Reset to Aug. 12 YETI INVESTMENT: To Pursue Property Sale/Refinancing to Fund Plan YOUNG SMILES: Plan to be Funded by Continued Business Operations ZOOMINFO LLC: Moody's Hikes CFR to B2, Outlook Positive [^] BOOK REVIEW: Bendix-Martin Marietta Takeover War ********* 10827 STUDEBAKER: $6M Loans to Fund 100% Plan --------------------------------------------- Debtor 10827 Studebaker LLC, a California limited liability company, filed a First Amended Plan of Reorganization and a corresponding Disclosure Statement on May 28, 2020. The Debtor will obtain a loan from an entity obtained through Eyzenberg's efforts, pursuant to which that entity will loan the Debtor an estimate of $4,000,000 on or before the Effective Date. Additionally, the Debtor will obtain a loan from Ivy Glenn Partners, pursuant to which Ivy Glenn partners will loan the Debtor up to $2 million on the Effective Date on an unsecured basis. The proceeds of this loan will be used to pay, on the Effective Date, all allowed claims against the Debtor in full, except for the creditors in Class 3-B, whose claims will receive no payment on the Effective Date and whose claims will continue against the Reorganized Debtor after the Effective Date. To the extent the Debtor is unable to consummate the Plan by the Effective Date in reliance on the Refinancing, it shall cause the Property to be sold at auction in accordance with the procedures set forth in the Plan. A full-text copy of the First Amended Disclosure Statement dated May 28, 2020, is available at https://tinyurl.com/ycfgnmv9 from PacerMonitor at no charge. The Debtor is represented by: Alan G. Tippie Steven F. Werth SulmeyerKupetz, A Professional Corporation 333 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Telephone: 213.626.2311 Facsimile: 213.629.4520 E-mail: atippie@sulmeyerlaw.com swerth@sulmeyerlaw.com About 10827 Studebaker 10827 Studebaker LLC, which is primarily engaged in renting and leasing real estate properties, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-13242) on Aug. 21, 2019. The petition was signed by Robert Clippinger, authorized representative. The Debtor was estimated to have assets and liabilities of $1 million to $10 million as of the bankruptcy filing. Judge Erithe A. Smith oversees the case. SulmeyerKupetz is the Debtor's legal counsel. 1934 BEDFORD: Seeks to Hire Loeb & Loeb as Bankruptcy Counsel ------------------------------------------------------------- 1934 Bedford, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Loeb & Loeb, LLP as its new legal counsel. Loeb & Loeb will substitute for Wayne Greenwald, P.C., the firm that initially handle Debtor's Chapter 11 case. The hourly rates for the firm's attorneys and paralegals who will provide the services are as follows: Partners $675 - $1,200 Associates $485 - $770 Paralegals $260 - $440 Schuyler Carroll, Esq., a partner at Loeb & Loeb, 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: Schuyler G. Carroll, Esq. William Hawkins, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Telephone: (212) 407-4000 Facsimile: (212) 407-4990 Email: scarroll@loeb.com whawkins@loeb.com About 1934 Bedford 1934 Bedford LLC operates and develops a multi-unit building in Brooklyn, N.Y. On Aug. 2, 2019, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code was filed against Bedford by creditors Simply Brooklyn Realty, HTC Construction Management, Inc., HTC Plumbing, Inc., (Bankr. E.D.N.Y. Case No. 19-44751). Bedford consented to the entry of an order for relief under Chapter 11 of the Bankruptcy Code on Sept. 12, 2019. The creditors are represented by Rosenberg Musso & Weiner, LLP while Bedford is represented by Loeb & Loeb LLP. Judge Carla E. Craig oversees the case. 3 SC HOLDING: Unsecureds to Get $250 per Month until Sale/Refinance ------------------------------------------------------------------- Debtor 3 SC Holdings, LLC filed the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, a Plan of Reorganization and a Disclosure Statement on May 28, 2020. Under the Debtor's Plan, the Debtor will sell or refinance its interest in the real property located at 4734 Don Street, Dallas, Texas (Property) for an amount sufficient to pay all creditors who have asserted claims against the estate. The Debtor anticipates it will be able to sell or refinance the Property within 24 months. In the meantime, the Debtor will use the monthly rental payments from DFW Granite & Glass Installation (DFW) to make payments to the creditors of the estate. The Debtor owns a 100% interest in the Property. The Debtor believes the current value of the Property is $365,000. The Reorganized Debtor will continue in business until the sale of the Property. The Plan will break the existing claims into 7 categories of Claimants. These claimants will receive cash payments on the Effective Date. Class 6 Claimant (Allowed Unsecured Creditors Claims) are impaired and shall be satisfied as follows. All creditors holding allowed unsecured claims will be paid from the net proceeds of the sale or refinancing of the Property. Until any sale or refinancing, the Debtor shall pay $250 per month commencing on the Effective Date to the Allowed Unsecured Creditors. As of the filing of this Plan, one unsecured claim as been filed in the amount of $4,000. Class 7 Claimants (Current Ownership) is not impaired under the Plan and shall be satisfied by retaining their interest in the Debtor. Ownership shall remain 30% Tim Hinkhouse and 70% Sam Hinkhouse. The Debtor will sell or refinance its interest in the Property. The proceeds will be used to pay the amount necessary to pay the Allowed Claims of Class 2 through 6. Prior to the sale or refinancing, commencing on the Effective Date, the Debtor will pay payment to the creditors in Classes 2 through 6. The Plan is premised on the Debtor's sale or refinancing of its interest in the Property and the rental income. Based upon the sale of the value of the Property, and the current rental income, the Debtor believes the Plan to be feasible. A full-text copy of the Disclosure Statement dated May 28, 2020, is available at https://tinyurl.com/ycf2ot77 from PacerMonitor at no charge. Attorneys for Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About 3 SC Holding LLC 3 SC Holding, LLC, filed its Voluntary Petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-30738) on March 2, 2020, listing under $1 million in both assets and liabilities. Eric A. Liepins, Esq., at partner of Eric A. Liepins, P.C., serves as bankruptcy counsel. 4202 PARTNERS: Case Summary & 8 Unsecured Creditors --------------------------------------------------- Debtor: 4202 Partners LLC c/o Pfeiffer 1450 37th St Brooklyn, NY 11218-3716 Business Description: 4202 Partners LLC is the owner of fee simple title to a real property located at 4202 Fort Hamilton Pkwy, Brooklyn, NY, having a current value of $6.5 million. Chapter 11 Petition Date: June 25, 2020 Court: United States Bankruptcy Court Eastern District of New York Case No.: 20-42438 Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-5700 Email: knash@gwfglaw.com Total Assets: $6,500,000 Total Liabilities: $12,403,577 The petition was signed by Samuel Pfeiffer, manager. A copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/xoUsxb 510 R.O.K. REALTY: Plan to be Funded by Asset Sale Proceeds ----------------------------------------------------------- Debtor 510 R.O.K. Realty, LLC, d/b/a ROK Health & Fitness, d/b/a 510 Ocean Avenue, d/b/a ROK Group filed a Plan of Reorganization and a Disclosure Statement on May 26, 2020. The Debtor, Guarantors and the Landlord have engaged in extensive settlement negotiations which have resulted in the proposed settlement ("Settlement"). The Settlement provides for all of the settling parties to withdraw and release all claims against one another and for the Debtor and its sub-tenants to vacate by a Date Certain. The Debtor has also entered into a separate settlement agreement with one of its tenants, the only one that is still in the space, to vacate the space no later than July 15, 2020. Those settlements will be presented to the Court for approval. Faced with having to dispose of its equipment under the proposed Settlement, which would result in the expungement of a claim that was now more than $200,000 in pre and post petition rent in the middle of a pandemic that has destroyed its industry the Debtor attempted to get quotes to move its equipment into storage. No companies were operating and the quotes the Debtor received for when they were operating were for more than the equipment was worth. The Debtor obtained several offers to buy the equipment, the best offer was for $23,000. That vendor would only buy it if his crew could take all of it on May 15, 2020. When the Debtor attempted to move the date to obtain Court approval (the Stipulation was still being finalized) the Vendor said it was that day or not at all. Since vacating by June 1,2020 was a material part of the Settlement, the Debtor went through with the Sale. If those settlements are approved there are only a few pre-petition unsecured creditors to be paid and any Allowed Administrative Claims to be paid. Excluding to Landlord’s claim which will be withdrawn pursuant to the Settlement, unsecured claims totaling $21,243 have been filed. Holders of Class 1 Unsecured Non-Priority Prepetition Claims will receive a pro rata distribution of their allowed claims, without interest from available sales proceeds. Class 2 consists of the claim of Insider Claims which would consist of any Insider Loans or advances. There will be no distribution to this Class. This Class is impaired but not permitted to vote on the Plan as all members are insiders. The Plan shall be effectuated by the Debtor making all of the payments required under the Plan from the Sales Proceeds and other funds on hand and the Debtor's principals infusing sufficient funds to make those payments. The Debtor shall then file final tax returns and dissolve. A full-text copy of the disclosure statement dated May 26, 2020, is available at https://tinyurl.com/y7j2uyv6 from PacerMonitor at no charge. The Debtor is represented by: Rosen & Kantrow, PLLC Avrum J. Rosen 38 New Street Huntington, NY 11743 Tel: (631) 423-8527 E-mail: arosen@rkdlawfirm.com About 510 R.O.K. Realty 510 R.O.K. Realty, LLC, owns and operates fitness and entertainment facilities. It conducts business under the names ROK Health & Fitness, 510 Ocean Avenue and ROK Group. 510 R.O.K. Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-75344) on July 30, 2019. At the time of the filing, the Debtor disclosed $542,670 in assets and $1,188,490 in liabilities. Judge Louis A. Scarcella oversees the case. The Debtor tapped Rosen & Kantrow, PLLC as legal counsel; Warren Hirsch, CPA as accountant; and Brown Harris Stevens Commercial Real Estate, LLC as business broker. APODACA ENTERPRISES: Eileen Lopez Objects to Plan & Disclosure -------------------------------------------------------------- Eileen Lopez, individually and as trustee of the Eileen Ann Lopez Trust, creditor and landlord under a commercial lease agreement for 6361 Clark Road, Paradise, California 95969, objects to the Combined Disclosure Statement and Plan of Reorganization filed by the debtor Apodaca Enterprises, Inc. Lopez claims that the Debtor agreed to insure 100% of the replacement value of the Landlord's Property. But the Debtor only had the Property insured up to the amount of $550,000. Thus, the Debtor underinsured the Property by an estimated $625,000. Lopez points out that the Debtor is liable under the Lease for unpaid monthly lease payments in the amount of $7,975.25 during the period October 1, 2019 to October 1, 2021 (25 months) ($199,375) and for unpaid monthly lease payments in the amount of $8,773.60 during the period November 1, 2021 through October 1, 2026 (60 months), and thus Debtor is liable for total unpaid lease payments in the amount of $726,555, plus attorneys’ fees and costs. Lopez asserts that the Plan separately classifies “undisputed claims” -which are asserted to exist by the Debtor but did not file claims – from “disputed claims” which consists solely of the Landlord’s claim. The Plan cannot be confirmed with the proposed classification. Lopez further assrts that it appears that the Debtor’s PG&E claim would include all future lost profits, and appears would at a bare minimum be in the range of $100,000 to $200,000, and potentially significantly more Debtor is “hiding the ball” as far as disclosing its own analysis and estimate of the value of its PG&E claims. A full-text copy of Lopez' objection to disclosure statement and plan dated May 26, 2020, is available at https://tinyurl.com/yb6rqk24 from PacerMonitor at no charge. Attorneys for Eileen Lopez: Thomas R. Phinney PARKINSON PHINNEY 3600 American River Drive, Suite 145 Sacramento, California 95864 Telephone: (916) 449-1444 Facsimile: (916) 449-1440 E-mail: tom@parkinsonphinney.com Corey R. Weber Jessica L. Bagdanov BRUTZKUS GUBNER 21650 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Telephone: (818) 827-9000 Facsimile: (818) 827-9099 E-mail: cweber@bg.law jbagdanov@bg.law About Apodaca Enterprises Apodaca Enterprises, Inc., a company in the fast food restaurants industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 19-26373) on Oct. 11, 2019. At the time of the filing, the Debtor disclosed $1,061,853 in assets and $106,377 in liabilities. The case is assigned to Judge Christopher D. Jaime. The Debtor is represented by the Law Offices of Gabriel Liberman, APC. ARCHDIOCESE OF SANTA FE: Hires REDW to Complete 2020 Audit ---------------------------------------------------------- The Roman Catholic Church of the Archdiocese of Santa Fe filed a supplemental application seeking approval from the U.S. Bankruptcy Court for the District of New Mexico to employ REDW, LLC to complete its annual audit for 2020 and provide other accounting services. The court had previously authorized Debtor's employment of the firm to complete its annual audit for 2019. REDW will be compensated as follows: (i) a base fee of $74,000 for the 2020 audit; (ii) hourly rates ranging from $130 to $330 for any extended services related to the 2020 audit and for additional accounting services; and (iii) applicable New Mexico gross receipts tax on all fees. Laurel Shelton, a certified public accountant at REDW, 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: Laurel Shelton REDW, LLC 7425 Jefferson St NE Albuquerque, NM 87109 Telephone: (505) 998-3200 Email: lshelton@redw.com About Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present, the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. For more information, visit https://www.archdiosf.org/ The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D. N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. It reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. Judge David T. Thuma oversees the case. The archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel; Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and REDW, LLC as accountant. ARETE HEALTHCARE: Unsecured Creditors to Recover 2% to 30% in Plan ------------------------------------------------------------------ Debtors Arete Healthcare, LLC, Schertz-Cibolo Emergency Center, LLC, and Emergency Clinic of Floresville, LLC filed the Second Amended Disclosure Statement in support of Joint Plan of Reorganization dated May 28, 2020. Class 6 consists of General Unsecured Claims. On a date that as soon as practicably possible, but not before all Disputed Class 6 Claims have been resolved, except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed General Unsecured Claim, each such Holder will receive its ProRata share of the GUC Cash Pool. Holders of Allowed General Unsecured Claims will not receive a distribution until all Disputed General Unsecured Claims have been resolved. The general unsecured claims of all Debtors will be collectively treated and paid under Class 6. The GUC Cash Pool will include the proceeds from the Exit Credit Facility less amounts for Allowed Administrative Expense Claims plus the new value contribution from Brian Johnson. The GUC Cash Pool will receive $75,000 from the Exit Facility and $50,000 from the new value contribution from Brian Johnson. There will be no more and no less than $125,000 available to pay Class 6 creditors as the remaining proceeds from the Exit Facility will be used to pay Administrative Claims. Class 6 creditors whose claims are allowed will receive between 2% and 30% of their claims. The Debtors have performed an analysis of all filed unsecured claims. The Debtors may object to certain claims. If none of the objections to unsecured claims are sustained, creditors will receive a distribution of approximately 2% of their claims. If all of the objections the Debtors have identified as meritorious are sustained, then Class 6 creditors with allowed claims will receive approximately 30% of their claims. A full-text copy of the Second Amended Disclosure Statement dated May 28, 2020, is available at https://tinyurl.com/yb7dfysl from PacerMonitor at no charge. The Debtors are represented by: DAVID S. GRAGG ALLEN M. DeBARD LANGLEY & BANACK, INC. Suite 700, Trinity Plaza II 745 East Mulberry San Antonio, TX 78212-3166 Tel: (210)-736-6600 Fax: (210) 735-6889 About Arete Healthcare Arete Healthcare, LLC and its affiliates The Emergency Clinic of Floresville LLC, Schertz-Cibolo Emergency Center LLC and Southcross Hospital LLC, provide health care services. Schertz-Cibolo Emergency Center owns and operates the Schertz Cibolo Emergency Clinic -- http://www.schertzhealth.com/-- a free-standing facility that is a fully equipped ER, staffed with board-certified physicians and registered nurses. It has an on-site laboratory and a complete radiology department including CT scanner, ultrasound, and digital X-ray. The Emergency Clinic of Floresville owns and operates Emergency Care of Floresville, an emergency clinic offering a full-service, 24-hour emergency room, an on-site lab, CT, digital x-ray, and ultrasound. Southcross Hospital Llc is a general acute care hospital in San Antonio, Texas, while Arete Healthcare manages the other three debtors. Arete Healthcare and its affiliate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-52578) on Nov. 3, 2019. At the time of the filing, Southcross Hospital had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The other companies each disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Craig A. Gargotta oversees the cases. The Debtors tapped Allen M. DeBard, Esq., at Langley & Banack, Inc., as their legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the committee of unsecured creditors on Nov. 27, 2019. The Committee is represented by Brinkman Portillo Ronk, APC. ARTISAN BUILDERS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Artisan Builders, LLC 17916 N. 93rd Street Scottsdale, AZ 85255 Case No.: 20-07501 Business Description: Artisan Builders, LLC is a full service general contractor specializing in custom homes. Chapter 11 Petition Date: June 24, 2020 Court: United States Bankruptcy Court District of Arizona Debtor's Counsel: Richard W. Hundley, Esq. THE KOZUB LAW GROUP, PLC 7537 E. McDonald Drive Scottsdale, AZ 85250 Tel: 480-624-2700 Email: wkozub@kozublaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Guajardo, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/L7neuz AURORA COMMERCIAL: Liquidating Plan Confirmed by Judge ------------------------------------------------------ Judge Shelley C. Chapman has entered findings of fact, conclusions of law and order approving the Disclosure Statement and confirming the First Amended Joint Plan of Liquidation of Debtors Aurora Commercial Corp. and Aurora Loan Services LLC. The Plan complies with all applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code. The Plan and the various documents and agreements referred to therein or set forth in the Plan Supplement provide adequate and proper means for the Plan’s implementation, thereby satisfying section 1123(a)(5) of the Bankruptcy Code. The Plan, the Plan Supplement, the LBHI Settlement Agreement, and other agreements and documents contemplated thereby are based upon extensive, arms’-length negotiations by and among representatives of the Debtors and LBHI. Thus, the Plan satisfies section 1129(a)(3) of the Bankruptcy Code. A copy of the order dated May 28, 2020, is available at https://tinyurl.com/ydgkatdr from PacerMonitor at no charge. About Aurora Commercial Corp. Aurora Commercial Corp. is a wholly-owned subsidiary of Lehman Brothers Holdings Inc. that offers banking, loan servicing, and investor services. Aurora Commercial and its subsidiary Aurora Loan Services LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10843) on March 24, 2019. At the time of the filing, Aurora Commercial estimated assets of $50 million to $100 million and liabilities of less than $50,000. The Debtors tapped Togut, Segal & Segal LLP as their legal counsel, and Prime Clerk, LLC as their claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 13, 2019. The committee is represented by Pierce McCoy, PLLC. BOBALU INC: Has Until July 10 to File Plan & Disclosure ------------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico has entered an order granting the motion of Debtor Bobalu, Inc. for an extension of time until July 10, 2020, to file its Disclosure Statement and Plan of Reorganization. A copy of the order dated May 28, 2020, is available at https://tinyurl.com/y9pc3pmx from PacerMonitor at no charge. About Bobalu Inc. Bobalu Inc., a privately held company headquartered in Carolina, P.R., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-05691) on Oct. 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Mildred Caban Flores. The Debtor is represented by Enrique M. Almeida Bernal, Esq., and Zelma Davila, Esq., at Almeida & Davila, PSC. BOSS OYSTER: Sale to Give Unsecureds 20% Recovery ------------------------------------------------- Debtors Boss Oyster, Inc., and Seagrape Enterprises of Apalachicola, Inc., filed an Amended Disclosure Statement describing its Plan of Liquidation on May 26, 2020. On May 22, 2020, the Debtors filed a motion to sell the same real property prior to auction to Preferred Coastal Properties, LLC ("Buyer") in an effort to avoid the uncertainty of an auction and provide a substantial dividend to unsecured creditors. As part of the consideration for the purchase price sale, the owners of the Debtor and Related Debtor are transferring their equity interests in the businesses to another entity with similar ownership of the Buyer via the Amended Plan. In so doing, the Debtors' insurance claims will no longer be a part of these estates. The Buyer's offer allows these jointly administered bankruptcy cases to achieve finality by essentially transferring all assets to the Buyer in return for payment in full of secured claims, tax claims, administrative expenses, and at 20% dividend to unsecured creditors as set forth in the Plan. Class 2 Centennial Bank claims in the amounts of $554,985 and $48,880. These claims will be paid in full upon the proposed sale of the Debtor's property. Part of these claims are expected to include postpetition fees, interest, and costs pursuant to Section 506. The Debtor and Related Debtor are proposing to pay a total of $85,000, apportioned between the cases once an agreement is reached, to Centennial on account of its assertion to monies. Class 5 general unsecured claims will receive a 20 percent dividend in the event the sale to Buyer occurs. As to Class 6 Equity interest holders, Caroline and Larry Maddren, in the event the sale motion is granted and the Debtor's real property is sold to Buyer, the equity security holders will transfer their equity interests in the Debtor to an entity with similar ownership of the Buyer as part of the consideration for the sale as outlined in the Sale Motion. If the Sale Motion is not approved or if the sale to Buyer does not otherwise occur, the equity security holders will not receive a dividend unless all other creditors and claims are paid. Payments and distributions under the Plan will be funded by the funds received from the proposed sale to Buyer as outlined in the Sale Motion. In the event the sale to Buyer does not occur, the Plan will be funded by insurance proceeds obtained, if any, the Debtor's bank account, and the sale of the Debtor's real property via auction. A full-text copy of the Amended Disclosure Statement dated May 22, 2020, is available at https://tinyurl.com/y9v2lm83 from PacerMonitor at no charge. The Debtors are represented by: Bruner Wright, P.A. Robert C. Bruner Byron Wright III 2810 Remington Green Circle Tallahassee, FL 32308 Tel: (850) 385-0342 Fax: (850) 270-2441 E-mail: rbruner@brunerwright.com twright@brunerwright.com About Boss Oyster Inc. Boss Oyster Inc. owns and operates an oyster bar restaurant in Apalachicola, Fla. Boss Oyster and its affiliate Seagrape Enterprises of Apalachicola, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Lead Case No. 19-40357) on July 12, 2019. At the time of the filing, Boss Oyster was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The cases have been assigned to Judge Karen K. Specie. Bruner Wright, P.A., is the Debtors' bankruptcy counsel. CARL WEBER: Plan to be Funded by Loan from Administrative Lenders ----------------------------------------------------------------- Debtor Carl Weber Green Properties, LLC (CWGP) filed the First Amended Disclosure Statement describing Chapter 11 Plan of Reorganization dated May 28, 2020. Class 8 Any Allowed General Unsecured Claims asserted by the Berger Parties. The Debtor shall transfer all of the Debtor’s interests in and to its real properties to the Berger Parties, or their designee, subject to the lien of the Debtor's postpetition lender, all outstanding property tax claims and liens, and all lien, claims and encumbrances, if any, that exist on such properties when the Debtor, or its predecessor(s) in interest, obtained title to such properties through the tax lien foreclosure process. Class 9 Any Other Allowed General Unsecured Claims aside from those in Class 8. The legal, equitable, and contractual rights of the holders of Allowed General Unsecured Claim are unaltered by this Plan. Except to the extent that a holder of an Allowed General Unsecured Claims agrees to different treatment, as soon as reasonably practicable after the Effective Date, the Debtors will continue to pay or dispute each General Unsecured Claim in the ordinary course of business ass if the Chapter 11 Chase had never been commenced. On the Effective Date, the existing Equity Interests will be transferred to the Administrative Lenders. The monies necessary for funding this Plan will be derived from an unsecured, post-confirmation, loan from the Administrative Lenders to the Debtor in an amount that will satisfy the Debtor’s obligations set forth in the Plan. A full-text copy of the First Amended Disclosure Statement dated May 28, 2020, is available at https://tinyurl.com/y7bwzvtw from PacerMonitor at no charge. The Debtor is represented by: GIORDANO, HALLERAN & CIESLA, p.C. 125 Half Mile Road, Suite 300 Red Bank, N.J. 07701-6777 Tel: (732) 741-390A About Carl Weber Green Properties Carl Weber Green Properties, LLC, was formed on Oct. 9, 2012, as a real estate holding company, which owns various parcels of real property located in the State of New Jersey. It was formed as a special purpose vehicle to hold and monetize real property assets. The assets are all real properties obtained through tax lien foreclosures conducted by members of the Company. Carl Weber sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-29110) on Sept. 20, 2017. In the petition signed by Manager Philip Sivin, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of less than $1 million. Giordano, Halleran & Ciesla, P.C., serves as counsel to the Debtor. CBB ACQUISITION: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: CBB Acquisition Company, LLC DBA Builders Blinds d/b/a Coverall Interiors 7950 Belfort Pkwy., #1600 Jacksonville, FL 32256 Business Description: CBB Acquisition Company, LLC is in the window covering parts and accessories business. Chapter 11 Petition Date: June 24, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-01951 Debtor's Counsel: Richard R. Thames, Esq. THAMES MARKEY & HEEKIN, PA 50 North Laura Street Suite 1600 Jacksonville, FL 32202 Tel: 904-358-4000 Email: abd@tmhlaw.net Total Assets: $1,719,342 Total Liabilities: $13,779,437 The petition was signed by Randolph M. Levinson, manager. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/klTRew CDT DE SAN SEBASTIAN: Seeks to Hire JE&MA CPA as Accountant ----------------------------------------------------------- CDT De San Sebastian Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ JE&MA CPA Consulting Solutions LLC as its accountant. The firm's services will include auditing and issuing financial statements; the preparation and filing of tax returns; accounting, tax and financial analyses; and assistance in the preparation of a Chapter 11 plan. The firm will be compensated at $10,000 for audit and tax services and $1,000 for the tax returns, plus direct out-of-pocket expenses. Debtor paid the firm a retainer fee in the amount of $5,000. Jose Esparra, a certified public accountant at JE&MA CPA, 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: Jose Esparra JE&MA CPA Consulting Solutions LLC 1605 Ponce de Leon, Suite 600 San Juan, PR 00909 Telephone: (787) 643-0153 Email: jose.esparra@jemacpa.com About CDT De San Sebastian CDT De San Sebastian Inc., a tax-exempt entity that operates an outpatient care center in San Sebastian, P.R., sought Chapter 11 protection (Bankr. D.P.R. Case No. 19-06636) on Nov. 13, 2019. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Brian K. Tester oversees the case. Debtor has tapped Jose Ramon Cintron, Esq., as its legal counsel, and JE&MA CPA Consulting Solutions LLC, as its accountant. CEC ENTERTAINMENT: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: CEC Entertainment, Inc. 1707 Market Place Boulevard, Suite 200 Irving, TX 75063 Seventeen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- CEC Entertainment, Inc. 20-33163 BHC Acquisition Corporation 20-33165 CEC Entertainment Concepts, L.P. 20-33166 CEC Entertainment Holdings, LLC 20-33167 CEC Entertainment International, LLC 20-33168 CEC Entertainment Leasing Company 20-33169 CEC Leaseholder, LLC 20-33170 CEC Leaseholder #2, LLC 20-33171 Hospitality Distribution Incorporated 20-33172 Peter Piper Holdings, Inc. 20-33173 Peter Piper, Inc. 20-33164 Peter Piper Texas, LLC 20-33162 Peter Piper Mexico, LLC 20-33174 Queso Holdings Inc. 20-33175 SB Hospitality Corporation 20-33176 SPT Distribution Company, Inc. 20-33177 Texas PP Beverage, Inc. 20-33178 Business Description: The Debtors, together with their non-debtor affiliates, are a family entertainment and dining companies with a global network of dining, entertainment, and arcade centers that are operated and franchised under the names "Chuck E. Cheese" and "Peter Piper Pizza." For more information, visit https://www.chuckecheese.com/ Chapter 11 Petition Date: June 24, 2020 Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. David R. Jones Debtors' Counsel: Alfredo R. Perez, Esq. Clifford Carlson, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 Email: Alfredo.Perez@weil.com Clifford.Carlson@weil.com - and - Matthew S. Barr, Esq. Ryan Preston Dahl, Esq. Scott Bowling, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: matt.barr@weil.com ryan.dahl@weil.com Debtors' Financial Advisor: FTI CONSULTING, INC. 2001 Ross Avenue, Suite 650 Dallas, Texas 75201 Debtors' Investment Banker: PJT PARTNERS LP 280 Park Avenue New York, New York 10017 Debtors' Real Estate Advisor: HILCO REAL ESTATE, LLC 5 Revere Dr., Suite 320 Northbrook, Illinois 60062 Debtors' Claims, Noticing, & Solicitation Agent: PRIME CLERK, LLC One Grand Central Place 60 East 42nd Street Suite 1440 New York, New York 10165 https://is.gd/Mt1tTe Total Assets as of March 29, 2020: $1,743,518,039 Total Debts as of March 29, 2020: $1,998,548,744 The petitions were signed by James A. Howell, chief financial officer. A copy of CEC Entertainment, Inc.'s petition is available for free at PacerMonitor.com at: https://is.gd/R1bQ0B Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wilmington Trust, National Noteholders $215,721,000 Association PO Box 8955, Wilmington, DE 19899-8955 2. National Retail Properties, LP Leases $2,788,603 450 S. Orange Avenue Orlando, FL 32801 Attn.: Vice President – Asset Management 3. Aon Risk Services Southwest Inc Trade Debt $1,261,726 PO Box 955816, St. Louis, MO 63195-5816 4. CDW Computer Centers, Inc. Trade Debt $555,855 PO Box 75723 Chicago, IL 60675-5723 5. Microsoft Corporation Trade Debt $529,073 Lock Box 842467 Dallas, TX 75207 6. Parkway Construction & Assoc. Trade Debt $428,288 1000 Civic Circle Lewisville, TX 75067 7. Index Promotions, Inc. Trade Debt $345,000 10100 Venice Blvd. Culver City, CA 90232 8. Hartman SPE, LLC Leases $289,309 2909 Hillcroft St., Suite 420 Houston, TX 77057 Tel: (972) 550-0544 9. Andamiro USA Corp Trade Debt $272,546 17230 S. Main St. Gardena, CA 90248 10. BTM Development Partners, LLC Leases $230,888 60 Columbus Circle 19th Floor, New York, NY 10023 Tel: (212) 801-1083 11. Regency Centers Corporation Leases $228,299 One Independent Drive, Jacksonville, FL 32202-5019 Tel: (904) 598-7000 12. PWR16-48-18 Northern Blvd, LLC Leases $169,733 c/o C-III Asset Management LLC 5221 N O'Connor Blvd, #600 Irving, TX 75039 Attn.: REO Asset Management 13. Krausz FT One, L.P. Leases $145,497 c/o The Krausz Companies, Inc. 44 Montgomery St., Suite 2388 San Francisco, CA 94104-4806 14. Deltronic Labs Inc. Trade Debt $141,467 120 Liberty Ln. Chalfont, PA 18914-1820 15. Federal Realty Investment Trust Leases $141,129 1626 E. Jefferson St. Rockville, MD 20852 Attn.: (301) 998-8100 16. Portal Plaza, LP Leases $136,110 c/o Yamaoka Associates, Inc. 1307 S. Mary Ave. Sunnyvale, CA 94087 17. CIII, JPMCC05-CIOBC11; Leases $134,580 Shoppes at IV c/o CBRE Inc. 250 New Phele Avenue, 6th Floor, Saddle Brook, NJ 07663 18. Pickett LLC Leases $124,267 c/o Combined Properties, Inc. 1025 Thomas Jefferson St. NW, Washington, DC 20007 Tel: (202) 293-4500 19. RPT Realty, L.P. Leases $124,120 RLV Cypress Point, LP Southfield, MI 48076 20. Village Crossing Leases $121,706 c/o CBRE 700 Commerce Drive, Suite 450 Oak Brook, IL 60523 21. Centennial Lakes Plaza, LLC Leases $118,653 7 Giralda Farms, Madison NJ 07940 Attn.: VRS Asset Management 22. Saul Subsidiary I Limited Leases $115,056 Partnership c/o Windham Management Company 7501 Wisconsin Ave. Bethesda, MD 20814-6522 23. ROIC California, LLC Leases $114,715 c/o Retail Opportunity Investments Corp 11250 El Camino Real, Suite 200, San Diego, CA 92130 Attn.: Chief Operating Officer Tel: (858) 677-0900 24. TRC MM, LLC Leases $113,462 4695 MacArthur Court, Newport Beach, CA 92660 Tel: (949) 662-2100 25. Tango Analytics, LLC Trade Debt $119,930 PO 734054, Dallas, TX 75373-4054 26. SM South, LLC Leases $110,129 c/o Stirling Properties, LLC 109 Northpark Blvd. Covington, LA 70433 27. IBM Corporation Trade Debt $110,087 PO Box 676673 Dallas, TX 75267-6673 28. Staples Advantage Trade Debt $108,368 PO Box 660409 Dallas, TX 75266-0409 29. Northline Commons, LLC Leases $108,715 4400 A North Freeway Houston, TX 77022 Tel: (713) 692-6131 30. PK I Fullerton Town Center LP Leases $108,100 c/o BIG Shopping Centers USA Inc. One E. Washington St., Phoenix, AZ 85004 CEC ENTERTAINMENT: Files Voluntary Chapter 11 Bankruptcy Petition ----------------------------------------------------------------- CEC Entertainment, Inc., a nationally recognized leader in family entertainment and dining, on June 24 disclosed that, in order to overcome the financial strain resulting from prolonged, COVID-19 related venue closures and position the Company for long-term success, CEC Entertainment and its domestic affiliates have filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code. The Company expects to use the time and legal protections made available through the Chapter 11 process to continue discussions with financial stakeholders, as well as critical conversations with its landlords, to achieve a comprehensive balance sheet restructuring that supports its re-opening and longer-term strategic plans. CEC franchised locations operate under separate legal and financial structures and are not included in the Chapter 11 filings. As of June 24, 266 company-operated Chuck E Cheese and Peter Piper Pizza restaurant and arcade venues had safely re-opened, in accordance with all CDC, federal, state and local guidelines. Subject to ongoing negotiations with its landlords, the Company expects to maintain ongoing operations in these locations throughout the Chapter 11 process, providing dine-in, delivery and carry-out services, hosting birthday parties during dedicated hours, and supporting fundraisers and events in the coming weeks and months. The Company also plans to continue opening additional locations each week, steadily bringing more employees back to work. "The Chapter 11 process will allow us to strengthen our financial structure as we recover from what has undoubtedly been the most challenging event in our Company's history and get back to the business of delivering memories, entertainment, and pizzas for another 40 years and beyond," said David McKillips, CEC's Chief Executive Officer. "I am incredibly proud of what the CEC team has achieved over the past year as we launched the All You Can Play value gaming platform, expanded our remodel program and found new ways to engage with families while our venues were closed. I'm confident in the strength of our team and our world-class brands and look forward to more fully implementing our strategic plan as we put these financial challenges behind us." The Company has filed customary motions with the Bankruptcy Court intended to allow CEC to maintain operations in the ordinary course including, but not limited to, paying employees and continuing existing benefits programs, honoring guest gift cards, and upholding commitments under its franchising and licensing agreements. The motions are typical in the Chapter 11 process and CEC anticipates that they will be heard and approved in the first few days of the Chapter 11 cases. CEC's Chapter 11 cases will be heard in the United States Bankruptcy Court for the Southern District of Texas. Additional information, including claims information, can be found at https://cases.primeclerk.com/cecentertainment or by contacting Prime Clerk, the Company's noticing and claims agent, at (877) 930-4313 (for toll-free U.S. and Canada calls) and (347) 899-4582 (for tolled international calls), or by emailing cecentertainmentinfo@primeclerk.com. Weil, Gotshal & Manges LLP is serving as legal counsel, PJT Partners is serving as financial advisor, FTI Consulting is serving as restructuring advisor, and Hilco Real Estate is serving as real estate consultant to CEC in connection with the Company's Chapter 11 cases. About CEC Entertainment CEC Entertainment -- http://www.chuckecheese.com/-- is a family entertainment and dining company that owns and operates Chuck E. Cheese and Peter Piper Pizza restaurants. As of Dec. 31, 2019, the Company and its franchisees operate a system of 612 Chuck E. Cheese restaurants and 129 Peter Piper Pizza stores, with locations in 47 states and 16 foreign countries and territories. CEC Entertainment recorded a net loss of $28.92 million for the year ended Dec. 29, 2019, compared to a net loss of $20.46 million for the year ended Dec. 30, 2018. As of Dec. 29, 2019, the Company had $2.12 billion in total assets, $1.90 billion in total liabilities, and $213.78 million in total stockholders' equity. * * * As reported by the TCR on April 24, 2020, Moody's Investors Service downgraded CEC Entertainment, Inc.'s corporate family rating to Caa3 from Caa1. The downgrade considers the likelihood that closure of on-premise dining, entertainment and arcade rooms at all company-operated Chuck E. Cheese and Peter Piper Pizza restaurant units will continue for longer than initially anticipated as well as the company's announcement that it has established a board level restructuring committee which indicates increased default risk. Also in April 2020, S&P Global Ratings lowered its ratings on Texas-based CEC Entertainment Inc. (CEC), including the issuer credit rating, to 'CCC' from 'B-'. S&P said CEC faces significant operational headwinds due to the coronavirus pandemic and has about $215 million of 8% senior unsecured notes maturing in less than two years. CHESAPEAKE ENERGY: S&P Cuts ICR to 'D' on Missed Interest Payment ----------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Oklahoma City-based oil and gas exploration and production company Chesapeake Energy Corp. to 'D' (default) from 'CC'. At the same time, S&P is lowering its issue-level ratings on the company's $1.5 billion first-lien last-out term loan due 2024 and its $2.3 billion second-lien notes due 2025 to 'D' from 'CCC' (recovery rating: '1'), and its unsecured debt to 'D' from 'C' (recovery rating: '5'). The 'D' issue-level rating on the company's preferred stock is unchanged. "The downgrade reflects our view that Chesapeake Energy will not make the interest payments on its 5.375% senior notes due 2021 or its 8.0% senior notes due 2027 within the 30-day grace period. The company continues discussions with its debtholders, and we believe these will result in a comprehensive debt restructuring or a bankruptcy filing. Given the current macro and industry conditions and the high level of debt at Chesapeake, we believe the default will be a general default and that the company will fail to pay all or substantially all of its obligations as they come due," S&P said. CHIFLEZ CORP: July 8 Plan Confirmation Hearing Set -------------------------------------------------- On May 13, 2020, Chiflez Corp. filed an Amended Disclosure sSatement referring to a small business plan. On May 26, 2020, Judge Carla E. Craig approved the Disclosure Statement and ordered that: * July 8, 2020, at 2:00 p.m. before the Honorable Carla E. Craig, Chief United States Bankruptcy Judge, Eastern District of New York is the telephonic hearing to consider confirmation of the Plan. * July 1, 2020, is fixed as the last day to deliver all ballots to be counted as votes to accept or reject the Plan. * July 1, 2020, is fixed as the last day to file any responses or objections to confirmation of the Plan. A copy of the order dated May 26, 2020, is available at https://tinyurl.com/ybr7468y from PacerMonitor at no charge. About Chiflez Corp. Chiflez Corp. operates a Latin cuisine restaurant located at 95-02 Roosevelt Avenue, Jackson Heights, NY 11372. Juan Carlos Segarra supervises everything that happens with the business. Carlos Segarra is the 100% owner of the Debtor and Juan Carlos Segarra is the President. On June 18, 2019, Chiflez Corp. filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-43748). The Debtor was estimated to have less than $1 million in both assets and liabilities. MORRISON TENENBAUM, PLLC, is the Debtor's counsel. CHINOS HOLDINGS: Taps KPMG to Provide Tax Services -------------------------------------------------- Chinos Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ KPMG, LLP. KPMG will provide tax compliance services as follows: (i) preparation of state and local transaction tax returns and supporting schedules for the reporting period October 2019 to August 2020, for certain entities and jurisdictions; (ii) respond to routine correspondence received from tax authorities associated with the tax returns prepared by KPMG including but not limited to: (a) general questions from the taxing authority with respect to the returns prepared by KPMG; (b) providing copies of returns, information on payments or mailing, and filing frequency changes. (iii) preliminary engagement planning activities related to the tax returns specified for the immediately succeeding tax year. KPMG will be compensated for its tax compliance services as follows: * $10,251 per month. Base monthly fee for the preparation of up to 3,403 sales and use tax returns per year. * $12,301 per month. For data received late, the fee for the preparation and filing of up to 3,403 sales and use tax returns per year. * $36 per month. The cost of each additional return exceeding the estimated quarterly average will be added to the base monthly fee. * $350 per sales tax registration and renewal requested. For additional services such as sales tax registration and renewal. For additional tax compliance services, KPMG will be paid at hourly rates as follows: Partners/Managing Directors $930 Senior Managers $840 Managers $660 Senior Associates $480 Associates $360 Aside from tax compliance services, KPMG has also agreed to provide tax restructuring services, which include: (i) analysis of any 26 U.S.C. Sec. 382 issues related to any restructuring alternatives; (ii) analysis of net unrealized built-in gains and losses regulations as applied to the ownership change, if any, resulting from or in connection with the restructuring; (iii) review of Debtors' tax attributes including net operating losses, tax basis in assets, and tax basis in stock of subsidiaries as relevant to the restructuring; (iv) analysis of cancellation of debt income; (v) analysis of the application of the attribute reduction rules, including a benefit analysis of certain elections as related to the restructuring; (vi) analysis of the tax implications of any internal reorganizations and proposal of restructuring alternatives; (vii) cash tax modeling of the tax benefits or tax costs of restructuring alternatives; (viii) analysis of the tax implications of any dispositions of assets or subsidiary stock pursuant to the restructuring; (ix) analysis of bad debt, worthless stock and retirement tax losses associated with the restructuring; (x) analysis of any proof of claims from tax authorities; and (xi) analysis of the tax treatment of restructuring related costs. The hourly rates for tax restructuring services are as follows: Tax Restructuring Services Discounted Rate -------------------------- --------------- Partners/Managing Directors $711 - $789 Senior Managers $636 - $669 Managers $537 - $573 Senior Associates $447 Associates $336 - $339 Paraprofessionals $210 - $294 Meanwhile, the hourly rates for general tax consulting services are as follows: Partners/Managing Directors $930 Senior Managers $840 Managers $660 Senior Associates $480 Associates $360 KPMG received $1,863,381 from Debtors during the 90-day period prior to the petition date. Howard Steinberg, a partner at KPMG, 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: Howard Steinberg KPMG LLP 560 Lexington Ave. New York, NY 10022 Telephone: (212) 872-6562 Email: hbsteinberg@kpmg.com About Chinos Holdings Chinos Holdings, Inc., designs apparels, offering clothing for men, women and children, as well as accessories. Chinos Holdings serves customers worldwide. Chinos Holdings, Inc. and its affiliates, including J.Crew Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32181) on May 4, 2020. At the time of the filing, Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge Keith L. Phillips oversees the cases. Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; Hunton Andrews Kurth, LLP as local counsel; Lazard Freres & Co. LLC; Alixpartners, LLP as financial advisor; Hilco Real Estate, LLC as real estate advisor; KPMG LLP as tax consultant; and Omni Agent Solutions, LLC as claims, noticing and solicitation agent and as administrative advisor. The official committee of unsecured creditors appointed in Debtors' bankruptcy cases tapped Pachulski Stang Ziehl & Jones LLP as legal counsel; Hirschler Fleischer, P.C. as local counsel; and Province, Inc. as financial advisor. CLARE OAKS: Taps Getzler Henrich as Financial Advisor ----------------------------------------------------- Clare Oaks received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Getzler Henrich and Associates, LLC as its financial advisor. Getzler Henrich will provide financial advisory services as follows: (a) review and understand near term (13-26 week) cash flow forecasts and assess overall accuracy, issues or material variances and rationale; (b) assess financial projections, operational performance issues and trending of key metrics including rate of sale of units, occupancy/census, life-care utilization and costs, patient mix, sourcing and marketing process, payor mix and trends, local demographics, competitive factors and other key drivers of operational performance; (c) assess existing working capital levels, cash and liquidity constraints; (d) assist in the preparation of information necessary for the continued operations of Debtors during Chapter 11; (e) assist in negotiations with lenders, bondholders, the official committee of unsecured creditors and other parties; (f) assist in the development of a proposed exit strategy which may include projections, liquidation analyses and other documentation necessary for approval of a plan of reorganization or liquidation; (g) provide testimony in bankruptcy court in connection with plan feasibility and viability; and (h) work with Debtor's legal counsel to assist in connection with all aspects of Debtor's Chapter 11 process. The hourly rates for Getzler Henrich's professionals are as follows: Principals/Managing Directors $535 - $695 Directors/Specialists $465 - $595 Associate Professionals $160 - $455 Daniel Polskyof, a managing director at Getzler Henrich, 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: Daniel S. Polskyof Getzler Henrich and Associates, LLC 295 Madison Avenue, 20th Floor New York, NY 10017 Telephone: (212) 697-2400 Email: dpolsky@getzlerhenrich.com About Clare Oaks Clare Oaks is a not-for-profit corporation that operates a continuing care retirement community. Its facilities and services include independent living, assisted living, skilled nursing, rehabilitation, and memory care services. For more information, visit https://www.clareoaks.com/ Clare Oaks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-16708) on June 11, 2019. It previously sought bankruptcy protection (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011. At the time of the filing, Debtor estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. Judge Donald R. Cassling oversees the case. Debtor tapped Polsinelli PC as legal counsel; Solic Capital Advisors LLC as financial advisor; and Stretto LLC as claims and balloting agent and as administrative advisor. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on June 28, 2019. The committee is represented by Perkins Coie, LLP. COVENANT CHURCH: Hires Robert O Lampl as Legal Counsel ------------------------------------------------------ Covenant Church of Pittsburgh seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Robert O Lampl Law Office as its legal counsel. The firm's services will include: (a) assisting Debtor in the administration of its bankruptcy estate and representing Debtor on matters involving legal issues that are present or are likely to arise in the case; (b) preparing any legal documentation; (c) reviewing reports for legal sufficiency; and (d) furnishing information on matters regarding legal actions and consequences. The firm's attorneys and paralegals will be paid at hourly rates as follows: Robert O. Lampl $450 John P. Lacher $400 Ryan J. Cooney $300 Alexander L. Holmquist $300 Sy O. Lampl $250 Paralegal $150 No attorney at Robert O Lampl Law Office represents any interest adverse to Debtor, according to court filings. The firm can be reached at: Robert O. Lampl, Esq. John P. Lacher, Esq. Ryan J. Cooney, Esq. Sy O. Lampl, Esq. Alexander L. Holmquist, Esq. Robert O Lampl Law Office 223 Fourth Avenue, 4th Fl. Pittsburgh, PA 15222 Telephone: (412) 392-0330 Facsimile: (412) 392-0335 Email: rlampl@lampllaw.com About Covenant Church of Pittsburgh Covenant Church of Pittsburgh, a tax-exempt religious organization in Pittsburgh, Pa, filed a Chapter 11 petition (Bankr. W.D. Penn. Case No. 20-21778) on June 9, 2020. The petition was signed by Bishop Joseph L. Garlington Sr. At the time of the filing, Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Debtor is represented by Robert O Lampl Law Office. CSI COMPRESSCO: S&P Raises ICR to 'B-'; Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on CSI Compressco L.P. to 'B-' from 'SD'. S&P assigned a 'CCC+' issue-level rating to the new $155.5 million second-lien notes due 2026. Its recovery rating '5' indicates modest recovery (10%-30%; rounded estimate: 15%) in the event of a payment default. S&P said, "At the same time, we are raising our issue-level rating on the remaining $81 million 2022 senior unsecured notes to 'CCC' from 'D'. The recovery rating on this debt is '6' reflecting our expectation for negligible recovery (0%-10%; rounded estimate 0%) in the event of a payment default." "We are affirming our 'B+' issue-level rating on the $400 million 2025 senior secured first-lien notes upsized by $50 million. We are also removing the rating on the 2025 notes from CreditWatch, where we placed it with negative implications on April 20, 2020. Our '1' recovery rating on this debt indicates our expectations for very high recovery (90%-100%; rounded estimate: 95%)." "Our 'B-' issuer credit rating on CSI reflects the completion of the unsecured debt exchange transaction on June 11, 2020. The partnership tendered approximately $215 million principal amount of the $296 million senior unsecured notes due 2022 for $50 million principal amount of the new first-lien notes due 2025 and $155.5 million of the new second-lien notes due 2026." "Our rating also reflects CSI's weak business risk profile due to its small scale of operations and contract reprising risk, and highly leveraged financial risk profile." CSI is relatively small compared with other U.S. compression services companies. With about $128 million of 2019 adjusted EBITDA, CSI's scale of operations is modest compared with USA Compression Partners L.P. (EBITDA of $417 million in 2019), and Archrock Inc. (EBITDA of $392 million in 2019). The partnership's service fleet is about 1.2 million horsepower with utilization rate of about 90% in 2019. S&P expects the utilization rate to be in the range of 85%-90% over the next two years. S&P said, "We anticipate that the negative macroeconomic conditions may affect CSI's service rates. Given the volatility of energy commodity prices along with a sharp decline in industrial production and unfavorable macroeconomic conditions in 2020, we expect CSI will face a more challenging marketplace during the next 12 to 18 months, as producers reevaluate their development timelines and production forecasts. In our view, CSI has a tangible exposure to volumetric and repricing risk, given a relatively short tenure of its contracts of about one year." However, contract reprising risk is partially offset by material switching costs due to equipment de-installation should CSI's customers decide to terminate their existing contracts. Leverage metrics will remain elevated during the next 12 to 18 months. S&P said, "We forecast debt to EBITDA of about 6x in 2020 and 2021. These leverage metrics are based on our projected adjusted EBITDA of $105 million to $110 million over the next two years, which reflects volatility in commodity prices in 2020 and a decline in industrial production caused by the current economic downturn. We expect CSI's capital expenditures (capex) to amount to $20 million to $25 million as the company continues to expand its compression fleet. We also forecast the partnership to generate about $20 million in free operating cash flow in 2020 and 2021." S&P said, "The stable outlook reflects our expectation that CSI will maintain debt to EBITDA ratio of about 6x and have adequate liquidity over the next 24 months despite the potential for reduced demand for compression services. We also anticipate CSI to maintain a steady cost and capex structure." "We could lower the rating if we viewed the partnership's capital structure as unsustainable or if we viewed liquidity as less than adequate. This could occur if industry conditions significantly weakened." "Although unlikely at this time, we could take a positive rating action if the partnership can maintain debt to EBITDA below 5x on a sustained basis, while maintaining adequate liquidity, growing in scale, and improving its utilization to the 90% area. This could occur if industry conditions improve, resulting in greater demand for the partnership's equipment." CTE 1 LLC: July 23 Plan & Disclosure Hearing Set ------------------------------------------------ The Official Committee of Unsecured Creditors of debtor CTE 1 LLC, (d/b/a Lexus of Englewood) filed with the U.S. Bankruptcy Court for the District of New Jersey a motion requesting entry of an order approving, on an interim basis, the adequacy of the disclosure statement. On May 28, 2020, Judge Vincent F. Papalia granted the motion and ordered that: * The disclosures set forth in the Combined Plan and Disclosure Statement contain adequate information within the meaning of Section 1125(a) of the Bankruptcy Code and meet all of the requirements of section 1125 of the Bankruptcy Code, and the Disclosure Statement is approved on an interim basis. * July 23, 2020 at 11:00 a.m. before the Honorable Vincent F. Papalia, United States Bankruptcy Judge, in Courtroom 3B at the United States Bankruptcy Court for the District of New Jersey, Martin Luther King, Jr. Federal Building, 50 Walnut Street, Newark, NJ 07102 is the combined hearing to consider approval of the Disclosure Statement on a final basis and confirmation of the Plan. * July 10, 2020, at 4:00 p.m. is the deadline for any objections to final approval of the disclosure statement, confirmation of the Plan or any proposed modifications of the Plan. * The Ballot(s) need not be provided to Holders of Claims in Class 1 (Priority Non-Tax Claims), Class 2 (Other Secured Claims), and Class 5 (Equity Interests) because such Classes either are deemed to reject the Plan, or, are unimpaired and, accordingly, are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. * July 3, 2020, at 4:00 p.m. is the deadline for the Voting Agent to receive ballots in order to be counted as a vote to accept or reject the Plan. * July 20, 2020, is the deadline for the Committee may file, in its discretion, replies or an omnibus reply to any objections to the Plan or any proposed modifications of the Plan. A copy of the order dated May 28, 2020, is available at https://tinyurl.com/yddelj88 from PacerMonitor at no charge. Counsel to the Official Committee of Unsecured Creditors: GIBBONS P.C. Robert K. Malone, Esq. Brett S. Theisen, Esq. One Gateway Center Newark, New Jersey 07102 Telephone: (973) 596-4500 Facsimile: (973) 596-0545 E-mail: rmalone@gibbonslaw.com btheisen@gibbonslaw.com About CTE 1 LLC CTE 1 LLC -- https://www.lexusofenglewood.com/ -- is a car dealer in Englewood, N.J., offering a selection of new and pre-owned Lexus vehicles. It offers a full lineup of vehicles, including Lexus LS sedan, Lexus RX SUV and ES Hybrid. CTE 1 sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-30256) on Oct. 27, 2019, in New Jersey. In the petitions signed by Carmine DeMaio, operating manager, the Debtor was estimated to have $10 million to $50 million of assets and the same range of liabilities. Judge Vincent F. Papalia oversees the case. The Debtor tapped Robert M. Hirsh, Esq., at Arent Fox LLP, as its legal counsel. Steven F. Agran of Carl Marks Advisory Group LLC is the Debtor's chief restructuring officer. DAMEN 4 MANAGEMENT: Taps Fox Rothschild as Legal Counsel -------------------------------------------------------- Damen 4 Management of Illinois, LLC and Damen 4 Management, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Fox Rothschild, LLP as their legal counsel. The firm's services will include: (a) advising Debtors of their rights, powers and duties in connection with the administration of their bankruptcy estates and the operation of their businesses; (b) advising Debtors with respect to asset dispositions; (c) assisting Debtors in the negotiation, formulation and drafting of a Chapter 11 plan; (d) taking necessary actions with respect to claims that may be asserted against Debtors and property of the estates; (e) preparing legal papers; (f) representing Debtors with respect to inquiries and negotiations concerning creditors and property of the estates; and (g) initiating, defending or otherwise participating in all proceedings before the bankruptcy court or any other court of competent jurisdiction. Fox Rothschild's hourly rates range from $420 to $885 for partners, $275 to $395 for associates, and $255 to $415 for paraprofessionals. The firm's attorneys and paralegals who are expected to provide the services will be paid at hourly rates as follows: Brian L. Shaw $610 Mark L. Radtke $520 David S. Kershaw $275 Patricia M. Fredericks (paralegal) $250 Fox Rothschild received a pre-bankruptcy retainer in the amount of $75,000. Brian Shaw, Esq., a partner at Fox Rothschild, 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: Brian L. Shaw, Esq. Mark Radtke, Esq. Fox Rothschild, LLP 321 North Clark Street, Suite 1600 Chicago, IL 60654 Telephone: (312) 666-2833 Facsimile: (312) 517-9201 Email: bshaw@foxrothschild.com mradtke@foxrothschild.com About Damen 4 Management of Illinois Chicago, Ill.-based Damen 4 Management of Illinois, LLC is a privately held company in the healthcare industry. On May 27, 2020, Damen 4 Management of Illinois and its affiliate, Damen 4 Management, LLC, filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 20-11501). The petitions were signed by Damen CEO Brian Carey. At the time of the filings, each Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Debtors are represented by Fox Rothschild, LLP. DIAMOND SPORTS: S&P Lowers Senior Secured Debt Rating to 'BB-' -------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Sinclair Broadcast Group Inc. subsidiary Diamond Sports Group LLC's (DSG) senior secured debt to 'BB-' from 'BB' and revised the recovery rating to '3' from '2'. The downgrade reflects the higher mix of secured debt in DSG's capital structure following Sinclair's exchange of $66 million of DSG's 6.625% senior unsecured notes due in 2027 for a combination of cash and $31 million of new DSG 12.75% senior secured notes due in 2026. It also reflects revised assumptions relating to the noncollateral value shared between secured and unsecured lenders based on the company's disclosures. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a payment default. S&P is also removing the senior secured issue-level rating from CreditWatch, where we placed it with negative implications on May 12, 2020. At the same time, S&P raised the issue-level rating on DSG's senior unsecured notes to 'B+' from 'B' and revised the recovery rating to '5' from '6', after revising its obligor/nonobligor valuation split. DSG's non-wholly owned subsidiaries (including its joint ventures with certain sports teams) do not guarantee its debt and have not pledged assets to secure DSG's debt. Moreover, equity interests in JVs have not been pledged by DSG or its guaranteeing subsidiaries. S&P believes the value contributed to DSG from its joint ventures would accrue to secured (via an unsecured deficiency claim) and unsecured lenders in a default scenario. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 15%) recovery. S&P rates the company (and evaluate its credit metrics) at the ultimate parent, Sinclair Broadcast Group, which consolidates the operations of Sinclair Television Group Inc. (STG; owner of the broadcast television stations) and DSG (owner of the regional sports networks). S&P's 'BB-' issuer credit rating and negative outlook on Sinclair continue to reflect uncertainty regarding the extent of the coronavirus pandemic impact on performance and the company's ability to reduce leverage comfortably below 5.5x over the next year. "We expect Sinclair's leverage will increase above 6x in 2020 from the mid-5x area in 2019 due to a double-digit percent decline in EBITDA from DISH Network Corp. dropping the regional sports networks in 2019 and advertising revenue declines in 2020. However, we expect EBITDA will largely bounce back in 2021 as advertising revenue recovers and distribution revenue increases across its television broadcast stations and regional sports networks, dropping leverage to 5x-5.5x in 2021," S&P said. ISSUE RATINGS – RECOVERY ANALYSIS Sinclair issues debt at its operating subsidiaries, which S&P analyzes separately to determine recovery prospects. STG and its subsidiaries do not guarantee the debt at DSG, and DSG and its subsidiaries do not guarantee the debt at STG. Diamond Sports Group LLC Key analytical factors -- DSG is the borrower of a $650 million senior secured revolving credit facility maturing in 2024, $3.3 billion senior secured term loan B maturing in 2026, $3.05 billion of 5.375% senior secured notes due in 2026, $31 million of 12.75% senior secured notes due in 2026, and $1.753 billion outstanding of 6.625% senior unsecured notes due in 2027. -- DSG's senior secured debt is guaranteed by Diamond Sports Intermediate Holdings LLC, DSG, and Diamond Sports Intermediate Holdings' existing and future direct or indirect wholly owned domestic restricted subsidiaries (subject to certain exceptions). The senior secured debt is secured by DSG and each wholly owned material restricted subsidiary of Diamond Sports Intermediate Holdings directly held by Diamond Sports Intermediate Holdings, DSG, or a subsidiary guarantor. -- DSG's non-wholly owned subsidiaries, including its joint ventures with certain sports teams, do not secure or guarantee its debt. As of March 31, 2020, about 25% of DSG's EBITDA came from nonguarantor restricted subsidiaries. Simulated default assumptions -- S&P's simulated default scenario contemplates a default in 2024 due to a steep decline in distribution revenue stemming from an acceleration in subscriber declines because multichannel video programming distributors reduce their carriage or pass rising sports programming costs onto consumers. -- Other default assumptions include an 85% draw on the revolving credit facility, LIBOR at 2.5%, the spread on the revolving credit facility rising to 5% as covenant amendments are obtained, and all debt including six months of prepetition interest. -- S&P values DSG on a going-concern basis using a 6.5x multiple of the rating agency's projected emergence EBITDA, 0.5x lower than the multiple it uses for STG because broadcast television benefits from growth in retransmission and political advertising and does not have the same level of secular pressure affecting cable networks. Simplified waterfall -- EBITDA at emergence: about $790 million -- EBITDA multiple: 6.5x -- Gross recovery value: about $5.1 billion -- Obligor/nonobligor valuation split: 75%/25% -- Net recovery value for waterfall after administrative expenses (5%): about $4.9 billion -- Total value available for senior secured debt claims (including value available for deficiency claims): about $4.3 billion -- Estimated senior secured debt claims: about $7 billion -- Recovery range: 50%-70% (rounded estimate: 60%) -- Value available for unsecured debt claims: about $915 million -- Estimated senior unsecured debt claims and secured debt deficiency claims: about $3.3 billion -- Recovery range: 10%-30% (rounded estimate: 15%) EF-290 LLC: Seeks Approval to Hire Hajjar Peters as Legal Counsel ----------------------------------------------------------------- EF-290, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Hajjar Peters, LLP as its legal counsel. The firm's services will include: (a) advising Debtor of its powers and duties in the continued operation of its business and management of its property; (b) advising Debtor of its responsibilities under the Bankruptcy Code; (c) assisting Debtor in preparing and filing the bankruptcy schedules, statement of affairs, monthly financial reports and other necessary documents; (e) representing Debtor in adversary proceedings and other contested and uncontested matters in the bankruptcy court and other courts of competent jurisdiction; (f) representing Debtor in the negotiation and documentation of any sale or refinancing of its property; and (g) assisting Debtor in the formulation of a plan of reorganization and in taking the necessary steps to obtain confirmation of the plan. The firm will be paid at hourly rates as follows: Charlie Shelton $325 Other Attorneys $200 - $425 Paralegal $150 Hajjar Peters received the sum of $20,000 prior to Debtor's bankruptcy filing. Charlie Shelton, Esq., at Hajjar Peters, disclosed in court filings that the firm has no connections with Debtor's creditors, the U.S. trustee or any other "party in interest." The firm can be reached through: Charlie Shelton, Esq. Hajjar Peters, LLP 3144 Bee Caves Rd Austin, TX 78746 Telephone: (512) 637-4956 Facsimile: (512) 637-4958 Email: cshelton@legalstrategy.com About EF-290 LLC EF-290, LLC, a domestic limited liability company based in Austin, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10640) on May 29, 2020. At the time of the filing, Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Tony M. Davis oversees the case. Debtor is represented by Hajjar Peters, LLP. ELK PETROLEUM: July 8 Plan Confirmation Hearing Set --------------------------------------------------- Debtor Elk Petroleum, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving the Disclosure Statement. On May 28, 2020, Judge Laurie Selber Silverstein granted the motion and ordered that: * The Disclosure Statement is approved in all respects. * June 30, 2020, at 8:00 p.m. is fixed as the date by which the ballots cast to accept or reject the Plan must be received. * June 9, 2020, is fixed as the last day to file any objection to a proof of claim for voting purposes. * July 8, 2020, at 10:00 a.m. before the Honorable Laurie S. Silverstein, United States Bankruptcy Court of the District of Delaware, 824 Market Street, 6th Floor, Courtroom No. 2, Wilmington, Delaware 19801 is the hearing to consider confirmation of the Plan. * July 2, 2020, is fixed as the last day to file objections to confirmation of the EPI Plan or proposed modifications to the EPI Plan. * July 6, 2020, is fixed as the last day to file replies to any objection to confirmation of, or proposed modifications to, the EPI Plan. A copy of the order dated May 28, 2020, is available at https://tinyurl.com/ya6uvmo5 from PacerMonitor at no charge. About Elk Petroleum Elk Petroleum Inc. -- https://www.elkpet.com/ -- is an oil and gas company specializing in enhanced oil recovery (EOR). Elk Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11157) on May 22, 2019. At the time of the filing, Elk Petroleum estimated assets of between $1 million and $10 million and liabilities of less than $50,000. The petition was signed by Scott M. Pinsonnault, chief restructuring officer. The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC, as restructuring advisor; Seaport Global Securities LLC as investment banker; Opportune LLP as valuation analysis provider; and Bankruptcy Management Solutions, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of preferred equity security holders on June 19, 2019. The equity committee tapped Morris, Nichols, Arsht & Tunnell LLP as its legal counsel, and Teneo Capital Llc as its financial advisor and investment banker. No official committee of unsecured creditors has been appointed in the Debtors' cases. EP TECHNOLOGY: Unsecured Creditors to Get Full Payment in Plan -------------------------------------------------------------- Debtor EP Technology Corporation USA filed with the U.S. Bankruptcy Court for the Central District of Illinois, Urbana Division, a Disclosure Statement for Plan of Reorganization dated May 28, 2020. The Plan provides for a comprehensive restructuring of the Debtor's obligations, preserves the going-concern value of the Debtor's business, maximizes recoveries for creditors, and preserves dozens of jobs. If confirmed, the Plan will substantially reduce the obligations on the Debtor's balance sheet, provides the Debtor with cash needed to fund distributions to eligible creditors, and includes working capital for the Debtor to fund ongoing operations. Prior to filing the Plan, the Debtor engaged in good-faith negotiations with its key stakeholders, including: (a) the Debtor's secured lender, UPS Capital Corporation; (b) Zmodo Technology Shenzhen Corporation, Ltd., the Debtor’s ultimate corporate parent; (c) Kevin Wan, the Debtor's president and a shareholder of Zmodo; and (d) AIZON Technologies (Shenzhen) Co. Ltd., an indirect subsidiary of Zmodo and an affiliate of the Debtor ("AIZON," and together with UPS, Zmodo, and Mr. Wan, the "RSA Parties"). Class 3 General Unsecured Claims will receive, payment in full in Cash of the unpaid portion of such holder's Allowed General Unsecured Claim on the later of the Effective Date and such date such General Unsecured Claim becomes an Allowed General Unsecured Claim. Class 6 Interests in EP Technology will have the Holder's interest reinstated. Distributions under the Plan will be funded with, or effectuated by, (1) available cash and (2) the exit facility. The Debtor currently projects that its available cash will be approximately $580,000 as of the assumed Effective Date. This estimate is based on the Debtor's financial projections. The Debtor anticipates closing on an Exit Facility at the end of February 2021. The Debtor has engaged in preliminary discussions with potential exit lenders. The Plan provides that all the Debtor's assets will vest in the Reorganized Debtor, free and clear of all liens, claims, interests, and encumbrances, except as otherwise provided in the Plan or confirmation order. A full-text copy of the Disclosure statement dated May 28, 2020, is available at https://tinyurl.com/y7hqo778 from PacerMonitor at no charge Counsel for EP Technology: William J. Factor Angela M. Snell FactorLaw 105 W. Madison Street, Suite 1500 Chicago, IL 60602 Tel: (847) 239-7248 Fax: (847) 574-8233 E-mail: asnell@wfactorlaw.com About EP Technology Founded in 1997, EP Technology Corporation U.S.A. is a developer and manufacturer of video surveillance products, digital video recorders, security cameras. EP Technology Corporation sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 19-90927) on Sept. 23, 2019 in Urbana, Illinois. In the petition signed by Kevin Wan, president, the Debtor was estimated to have assets at $10 million to $50 million and liabilities within the same range. Judge Mary P. Gorman oversees the Debtor's case. FactorLaw is the Debtor's counsel. EVERMILK LOGISTICS: Court Approves Amended Disclosure Statement --------------------------------------------------------------- Judge Robert E. Grant of the U.S. Bankruptcy Court for the Northern District of Indiana, Fort Wayne Division, has entered an order approving the Amended Disclosure Statement filed by Debtor Evermilk Logistics, LLC on May 22, 2020. A copy of the order dated May 26, 2020, is available at https://tinyurl.com/yajt8gsz from PacerMonitor at no charge. About Evermilk Logistics Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a member-managed Indiana limited liability company wholly owned by Teunis Jan Willemsen. It operates a commercial milk hauling trucking business. Its principal place of business is at 6615 W. 500 N., Frankton, Indiana 46044. Evermilk hauls milk for local dairy farms that sell milk to Dairy Farmers of America. Evermilk has been taking milk to the Eastern and Central United States, and currently is picking up 20-25 tanker loads of milk each day. It currently employs more than 60 driver and administrative or maintenance personnel. Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-03613), on May 15, 2017. In the petition signed by Teunis Jan Willemsen, member, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jeffrey J. Graham. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. No trustee or examiner has been appointed, and no committee has yet been appointed or designated. EXPLORE KNOWLEDGE: S&P Lowers Revenue Debt Rating to 'BB+' ---------------------------------------------------------- S&P Global Ratings lowered its rating on Public Finance Authority, Wis.' charter school revenue debt, issued for Explore Knowledge Foundation, Nev., to 'BB+' from 'BBB-'. The outlook is negative. "The downgrade reflects Explore Knowledge Foundation's weaker financial performance in fiscal 2019," said S&P Global Ratings credit analyst Beatriz Peguero, "with similar expectations going forward as a result of state funding holdbacks for fiscal 2020 and further cuts in 2021." S&P has analyzed the school's governance and environmental factors and believe them to be in line with the sector. Given the school's already weakened financial profile, S&P believes the elevated social risk related to health and safety and COVID-19 may have an indirect impact on the school. S&P would lower the rating if the school's financial profile fails to improve, given the school's weaker financial performance, including a sustained full-accrual deficits and MADS coverage just above 1x at 1.08x. It would also lower the rating if enrollment were to decline as a result of any deterioration in the market position. Though S&P believes the school has taken proactive steps to address COVID-19, and understand the virus to be a global risk, the rating agency could consider a negative rating action during the outlook period should unforeseen pressures related to the pandemic materially affect demand, finances, or the trajectory of the school. S&P could revise the outlook to stable if the school's operating margins strengthen, coverage and liquidity improve to levels that are more on par with peers, and enrollment targets are met. FORMING MACHINING: S&P Lowers ICR to 'CCC+'; Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Forming Machining Industries Holdings LLC (FMI) to 'CCC+' from 'B-'. At the same time, S&P lowered the rating on the company's revolver and first-lien term loan to 'CCC+' from 'B-'. The recovery rating remains '3'. Additionally, S&P lowered the rating on the company's second-lien term loan to 'CCC-' from 'CCC'. The recovery remains '6'. S&P said, "We expect FMI's credit metrics to weaken significantly as a result of the coronavirus pandemic. FMI generates a significant amount of its revenue from both Boeing platforms and business jets. These manufacturers have reduced production schedules for 2020, which could remain at lower-than-previously expected levels for an extended period. We now expect 2020 production on the Boeing 737 MAX to be at a much lower level than previously expected due to the weaker commercial aerospace market and delays in the recertification process. Other Boeing platforms, including the Boeing 787, will also experience lower production rates. The production of business jets have experienced stoppages due to the coronavirus and may return at a monthly rate lower than previous levels. While we expect the company's work on defense programs to be relatively unaffected, the impact from lower production of commercial and business jets will result in weaker credit metrics. We now expect debt to EBITDA of above 12x in 2020, versus our previous 8.6x-9.0x. However, we expect some recovery in 2021 as MAX production increases and the company adjusts its cost structure to the lower production levels, with debt to EBITDA of 9.6x-10.1x." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook on FMI reflects the risk that credit metrics or liquidity could deteriorate further if the coronavirus pandemic results in lower-than-expected production of Boeing platforms, including the 737 MAX, and business jets, or if the its cost reductions do not limit margin deterioration. S&P now expects debt to EBITDA to be above 12x in 2020 and improve to 9.6x-10.1x in 2021. S&P said, "We could lower our rating if we believe the company is likely to default within 12 months due to a near-term liquidity crisis or, although less likely, if we believe it is considering a distressed exchange offer or redemption. The liquidity crisis would likely be driven by a greater impact on earnings and free cash flow from the coronavirus pandemic than we expect." "We could revise our outlook on FMI to stable if its earnings and cash flow are not as weak as expected because of the coronavirus outbreak, the company is able to maintain adequate liquidity, and debt to EBITDA returns to below 8x. This would likely be the result of better than expected cost reductions or build rates growing at a faster rate." FORUM ENERGY: S&P Upgrades ICR to 'CCC-' on Distressed Debt Tender ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Houston-based oilfield products and services provider Forum Energy Technologies Inc. to 'CCC-' from 'SD' (selective default) after the company completed its tender offer for a portion of its 6.25% senior unsecured notes due 2021. The company exchanged for cash about $58 million in aggregate principal amount of its senior unsecured notes at an approximate 60% discount to par value, which S&P viewed as distressed and tantamount to default. Meanwhile, S&P raised its issue-level rating on the company's senior unsecured debt to 'CCC-' from 'D'. The '4' recovery rating is unchanged and indicates S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery of principal in the event of a payment default. S&P's 'CCC-' rating reflects the risk that Forum could engage in an exchange or restructuring transaction that the rating agency could view as distressed within the next six months. The company's recent tender offer fell short of its initial targeted amount, which accommodated up to about $200 million of aggregate principal amount, compared with the $58 million that was actually tendered. The company now has about $330 million of its notes outstanding, which mature in October 2021. In addition, if these notes have not been repaid or refinanced by July 2021, the company's credit facility maturity will spring forward to this date, from October 2022. As of mid-April 2020, Forum had about $111 million outstanding on this $234 million facility. S&P believes these factors point to a higher likelihood that the company will engage in another distressed transaction, either through a debt exchange or broader restructuring. Forum's leverage remains unsustainable, despite its debt reduction. S&P continues to expect that oilfield product and service providers will face weak demand at least through the remainder of 2020, resulting in depressed cash flow and leverage measures for Forum. S&P expects demand in the U.S. to be among the hardest hit, as shale producers continue to curtail spending and drilling activity. This will be particularly impactful to demand for Forum's consumables and activity-based products, which are used in drilling and completion activities, and which are tied to rig activity levels. The U.S. onshore rig count has dropped by about 65% year-to-date. The negative outlook reflects Forum's unsustainable leverage and the risk that it could engage in a debt exchange or restructuring transaction that S&P could view as distressed within the next six months. "We could lower the rating if the company engaged in a distressed transaction, as it still seeks to address its October 2021 debt maturity. This would most likely result from sustained low commodity prices affecting exploration and production (E&P) spending levels and drilling activity, reducing demand for products and services offered by Forum," S&P said. "We could raise the rating if the company addressed its October 2021 debt maturity in a manner we did not consider to be distressed, and improved its leverage to a more sustainable level, including FFO to debt sustained above 12%. This would most likely require an improvement in both capital market conditions and commodity prices," the rating agency said. GABRIEL INVESTMENT: Distributor Unsecureds to Receive $500K in Plan ------------------------------------------------------------------- The Official Committee of Unsecured Creditors filed the Disclosure Statement for First Amended Joint Plan of Reorganization for Debtors Gabriel Investment Group, Inc., Don's & Ben's, Inc., Gabriel Holdings, LLC, SA Discount Liquors, Inc. and Gabriel GP, Inc. dated May 28, 2020. Holders of Class 6 Allowed General Unsecured Claims (Distributor) will receive on the later of either the Effective Date or the date such Claim is Allowed, a Pro Rata share of (i) five hundred thousand dollars ($500,000) and (ii) a beneficiary interest in the Creditor Trust. The payment obligation on account of Class 6 Allowed General Unsecured Claim (Distributor) shall be evidenced by the Distributor Note payable to the Creditor Trust and executed by the Reorganized Debtor, who shall be liable for payment on the Distributor Note, and the Legacy GIG Note payable to the Creditor Trust and executed by Legacy GIG, who shall be liable for payment on the Legacy GIG Note. The holders of Class 6 Allowed General Unsecured Claim (Distributor) shall not be entitled to any other Distributions from the Creditor Trust Assets, including specifically the proceeds from the Creditor Trust Claims. The Class 6 Allowed General Unsecured Claims (Distributor) are owed $4,393,451.68. Class 7 Allowed General Unsecured Claims (Non-Distributor). Each holder of an Allowed General Unsecured Claim (Non-Distributor) will receive on the later of either the Effective Date or the date such Claim is Allowed, a Pro Rata share of (i) Two Hundred Thousand dollars ($200,000) and (ii) a beneficiary interest in the Creditor Trust. The payment obligation on account of Class 7 Allowed General Unsecured Claim (Non-Distributor) shall be evidenced by the Legacy GIG Note payable to the Creditor Trust and executed by Legacy GIG, who shall be liable for payment on the Legacy GIG Note. The holders of Class 7 Allowed General Unsecured Claim (NonDistributor) shall also be entitled to their Pro Rata share of the proceeds from the Creditor Trust Claims. The Class 7 Allowed General Unsecured Claims (NonDistributor) are owed $2,030,373.12. Class 9 Allowed Interests. On the Effective Date, all existing Common Stock or Membership Interests, as applicable to Don’s & Ben’s, Inc., Gabriel Holdings, LLC, SA Discount Liquors, Inc. and Gabriel GP, Inc., shall be cancelled, annulled and extinguished, without any further actions, and any certificates representing such Common Stock or Membership Interests, as applicable to each of Don’s & Ben’s, Inc., Gabriel Holdings, LLC, SA Discount Liquors, Inc. and Gabriel GP, Inc., shall become null, void and of no force or effect. The equity interests in Legacy GIG shall remain with the Existing Shareholders, such that Legacy GIG remains a publicly held corporation entitled to hold a package store permit of the Texas Alcoholic Beverage Code. Legacy GIG will retain the right to one (1) package store permit and operate a single package store. The Existing Shareholders shall not receive any Distribution other than a reasonable marketbased salary until the Legacy GIG Note is paid in full. Equity in the Reorganized Debtor shall be issued to Omega Capital Group, LLC or an entity designated by it, in return for paying the Allowed Class 1 Claim, and funding $700,000 for the Cash payment to the Class 6 and Class 7 Creditors and for the other commitments set forth in the Plan. New GIG will retain the rights in thirty-two (32) package store permits. The Plan contemplates that on the Effective Date, all of the assets of the Debtors excluding the Creditor Trust Assets and the single package store remaining with Legacy GIG, will be transferred to Reorganized Debtor, so that Reorganized Debtor can continue to operate as a chain of South Texas package stores. On the Effective Date, a divisive merger will occur through the appropriate Governance Documents, such that the equity interests will be divided between Reorganized Debtor, which shall be owned by Omega Capital Group, and Legacy GIG, which shall be owned by the Existing Shareholders. On the Effective Date, Omega Capital Group will (i) fund the payment of the Class 1 Claim, (ii) contribute $700,000 in capital to the Reorganized Debtor to fund the Cash consideration to be paid to the Classes 6 and 7, (iii) contribute $50,000 in capital to the Reorganized Debtor to fund the Cash consideration to be paid to the Class 8 Creditors, and (iv) contribute $150,000 to the Reorganized Debtor for capital expenditures. A full-text copy of the Disclosure Statement dated May 28, 2020, is available at https://tinyurl.com/y943gj94 from PacerMonitor at no charge. Attorney for the Committee: Ronald J. Smeberg Muller Smeberg, PLLC 111 W. Sunset Rd. San Antonio, Texas 78209 Tel: 210-664-5000 Fax: 210-598-7357 About Gabriel Investment Group Gabriel Investment Group, Inc., founded in 1948, operates a chain of package stores that sell wines, liquors, and beers. As of the petition date, Gabriel operates 15 package store locations as Gabriel's Liquor and 30 package store locations as Don's & Ben's Liquor. Gabriel Investment Group sought relief under Chapter 11 of the Bankruptcy Code (Bank. W.D. Tex. Lead Case No. 19-52298) on Sept. 27, 2019 in San Antonio Texas. The other debtor affiliates are: Don's & Ben's Inc. (Bankr. W.D. Tex. 19-52299); Gabriel Holdings, LLC (Bankr. W.D. Tex. 19-52300); SA Discount Liquors, Inc. (Bankr. W.D. Tex. 19-52301); and Gabriel GP, Inc. (Bankr. W.D. Tex. 19-52302). In the petitions signed by Inez Cindy Gabriel, president, the Debtors were estimated to have assets at $1 million to $10 million and liabilities within the same range. Judge Ronald B. King oversees the cases. The Debtors tapped Pulman Cappuccio & Pullen, LLP as legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 21, 2019. The committee is represented by Muller Smeberg, PLLC. GARTNER INC: S&P Assigns 'BB' Rating on New $500MM Unsecured Notes ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level and '4' recovery ratings to Gartner Inc.'s proposed $500 million senior unsecured notes due 2028. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery of principal in the event of a payment default. Gartner plans to use the net proceeds from the proposed notes issuance and cash on hand to fund the repayment of a portion of its secured term loan A maturing in 2022 with $1.225 billion outstanding as of March 31, 2020, and repay revolving credit facility borrowings. The paydown of secured debt provides for incremental recovery prospects for the company's unsecured debt in ourits hypothetical default scenario. Therefore, S&P revised its recovery rating on the company's existing senior unsecured notes due 2025 to '4' from '5' and raised its issue level-rating on the notes to 'BB' from 'BB-'. The proposed debt issuance is leverage neutral. Gartner's leverage was 3.3x as of the 12 months ended March 31, 2020. S&P's negative outlook on the 'BB' issuer credit rating on the company reflects the potential for its leverage to increase and stay above 4x due to the downside risks stemming from COVID-19. Gartner previously announced that it has cancelled or postponed its conferences scheduled through August 2020 and it expects its research and consulting segment revenues to decline in 2020. To offset the EBITDA impact from the revenue declines, the company announced substantial cost cuts of approximately $400 million in 2020 that, if successfully implemented, could in its view contain the increase in leverage to the mid- to high-3x range. S&P could lower the ratings if it expects that Gartner's leverage would increase and remain above 4x on a sustained basis. This would likely result from a prolonged and greater-than-expected impact on global economic growth, as well as the company's business, from COVID-19. In addition, a more aggressive financial policy prioritizing share repurchases or acquisitions, causing leverage to increase and remain above 4x, could also cause a downgrade. "We expect to revise the outlook to stable once downside risks from the COVID pandemic moderate, the company's cost reduction initiatives bear fruit, and once we see evidence of stabilization in the company's businesses such that these measures sufficiently offset the impact on its business from COVID-19 and preserve leverage below 4x," S&P said. "Our 'BB' issuer credit rating reflects Gartner's large multiyear recurring subscription revenue base, its global leadership position in technology research, and secular trends toward business process automation, cloud migration, outsourcing, and digital commerce resulting in IT spending growth across industries. We view these trends as favorable for the company and believe they should generally support above-average revenue growth through the economic cycle and good free cash flow conversion," the rating agency said. Issue Ratings - Recovery Analysis Key analytical factors S&P's recovery analysis contemplates that the company would be reorganized and valued on a going-concern basis in a default scenario. Further the rating agency assumes that the principal outstanding on the company's term loan A is refinanced at similar terms before its maturity. Gartner's U.S. subsidiaries guarantee its senior secured first-lien credit facility and its unsecured notes. The unsecured notes are effectively subordinated to the credit facility to the extent of the collateral securing the credit facility. The collateral comprises substantially all of the material assets of the guarantors and 65% stock pledge of the company's first-tier foreign subsidiaries. The unsecured debt benefits from a pari passu claim with any deficiency claims relating to the company's secured debt, with respect to the value of the unpledged stock of the company's foreign subsidiaries. Simulated default assumptions -- Simulated default year: 2025 -- EBITDA at emergence: $350 million -- EBITDA multiple: 6.5x -- The revolver is 85% drawn in S&P's simulated year of default Simplified waterfall -- Net enterprise value (after 5% administrative costs): $2.2 billion -- Valuation split between guarantors/nonguarantor foreign subsidiaries with 65% stock pledge: 45%/55% -- Value available to first-lien secured claims: $1.76 billion -- Senior-secured first-lien claims: $1.75 billion -- Unpledged value available to senior unsecured claims: $435 million -- Senior unsecured debt claims: $1.33 billion -- Recovery expectations: (30%-50%; rounded estimate: 30%) Ratings List Issue-Level Rating Upgraded; Recovery rating Revised To From Gartner Inc. US$800 mil 5.125% sr nts due 04/01/2025 BB BB- Recovery Rating 4(30%) 5(20%) New Rating Gartner Inc. Senior Unsecured US$500 mil nts due 2028 BB Recovery Rating 4(30%) GK HOLDINGS: S&P Downgrades ICR to 'D' on Missed Interest Payment ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based information technology (IT) and business skills learning solutions provider GK Holdings Inc. (doing business as Global Knowledge) to 'D' from 'CC'. At the same time, S&P lowered its issue-level rating on its first-lien term loan to 'D' from 'CC' and its issue-level rating on its second-lien term loan to 'D' from 'C'. S&P said, "GK Holdings Inc. did not make the interest payment on its term loans and revolver due March 30, 2020, and we don't expect it to make the cash interest payment due June 30 either. On May 7, 2020, the company obtained an amendment providing a 146-day forbearance period (ending on Sept. 30, 2020) for all of the interest incurred on its first- and second-lien term loans during that period. At the same time, GK also received a waiver for its June 30th covenant compliance requirement. We lowered all of our ratings on the company to 'D' because we believe it will fail to pay all, or substantially all, of its obligations as they come due and breach its future first-lien leverage ratio tests absent a debt restructuring. We expect GK to pursue a debt restructuring that will support the longer-term viability of its capital structure. "We will consider raising our ratings on the defaulted obligations when the company resumes its payments or their terms are amended and become legally effective." GK Holdings has been negatively affected by the fallout from the coronavirus pandemic, which has required the company to shift its classes to an online modality. S&P believes that the company will be unable to repay the interest it incurred during the forbearance agreement and refinance its near-term maturities. GK's $20 million revolver matures on Dec. 30, 2020, the approximately $166 million outstanding under its first-lien term loan becomes due on Jan. 20, 2021, and its $50 million second-lien term loan matures on Jan. 20, 2022. Environmental, social, and governance (ESG) factors relevant to this rating action: -- Health and safety GNC HOLDINGS: To Use Chapter 11 Process to Accelerate Strategy -------------------------------------------------------------- GNC Holdings, Inc., a leading global health and wellness brand, on June 23, 2020, disclosed that the Company, certain of its North American entities, certain of its secured lenders, and key stakeholders have reached an agreement to pursue a dual-path process that will allow the Company to restructure its balance sheet and accelerate its business strategy through Chapter 11 of the U.S. Bankruptcy Code. GNC expects the Chapter 11 process will benefit its stakeholders and best position the Company for long-term success. U.S. and international franchise partners and all corporate operations in Ireland are separate legal entities and are not a part of the filing. GNC and all of its subsidiaries remain open for business. Consumers will continue to have access to their favorite products, as well as new, innovative brand solutions to meet their wellness goals wherever GNC products are sold. GNC continues to serve consumers through its retail stores in many areas and is offering safe and convenient curbside pick-up at shopping plaza locations. The Company also continues to provide solutions for its customers anytime at GNC.com. Lender and Stakeholder Support to Enable a Swift, Orderly Process Importantly, the overwhelming support of the Company's creditors will enable GNC to emerge from this process expeditiously. GNC enters this dual-path process with a signed restructuring support agreement (RSA) that is executed by more than 92% of Term Lenders and 87% of ABL FILO Lenders (collectively, the "Supporting Secured Lenders"). The Company and these Supporting Secured Lenders have reached an agreement on a pre-arranged standalone plan of reorganization. Additionally, the Company, a significant majority of the Supporting Secured Lenders, and Harbin Pharmaceutical Group Holding Co., Ltd., an affiliate of GNC's largest shareholder, have also just reached an agreement in principle for the sale of the Company's business. The term sheet documenting that agreement outlines a $760 million purchase price for the sale transaction, which would be executed through a court-supervised auction process at which higher and better bids may be presented. The sale transaction is subject to mutually acceptable definitive documentation. In support of the proposed sale path, GNC has commenced a comprehensive marketing process for its business. If the sale transaction is timely consummated as outlined, it would be implemented instead of the standalone plan transaction. GNC's largest vendor and a joint venture partner, IVC, is working with the Company to ensure a continued supply of products to the Company and advance the proposed sale of GNC's business. With the support of its lenders and key stakeholders, the Company expects to confirm a standalone plan of reorganization or consummate a sale that will enable the business to exit from this process in the fall of this year. GNC has secured approximately $130 million in additional liquidity through (i) a commitment from certain of its term lenders to provide $100 million in "new money" debtor-in-possession (DIP) financing and (ii) approximately $30 million to come from certain modifications to the existing ABL credit agreement. The Company is confident that between financing and cash flow from normal operations, and with the continued support of its largest vendor, GNC will meet its go-forward financial commitments as it works to achieve its financial objectives. Accelerating Business and Brand Strategy to Evolve GNC for the Future As outlined in both potential paths, the Company expects to use this process to improve its balance sheet and capital structure while continuing to advance its business strategy, right-size GNC's corporate store portfolio, and strengthen its brands to protect the long-term sustainability of its business. Over the past year, GNC has been executing a store portfolio optimization strategy to close underperforming stores, while continuing to invest in omnichannel and brand strategies to better meet consumer demand. This process will enable GNC to accelerate these strategies, including its store portfolio optimization. GNC expects to accelerate the closure of at least 800 to 1,200 stores. This acceleration will allow GNC to invest in the appropriate areas to evolve for the future, better positioning the Company to meet current and future consumer demand around the world. GNC remains committed to delivering wellness solutions to its consumers through easier and enhanced options to live well, from a strong product pipeline to an improved e-commerce experience. The Company will be launching the option to buy-online-pick-up-in-store later this year and has a robust innovation pipeline of ingredients and products to bring to market over the next three years. With an 85-year history of science-backed innovation, the GNC brand remains a strong, trusted source for health and wellness products, which are increasingly important in today's environment. Additional Information GNC's case is being heard in the U.S. Bankruptcy Court for the District of Delaware. In the coming days, the Company expects to file in the applicable Canadian court seeking recognition of the U.S. Chapter 11 proceeding. Additional information about the case and a current list of store closures can be found at GNC's dedicated microsite, www.GNCevolution.com. Claims information can be found at https://cases.primeclerk.com/GNC. GNC is advised in this process by Latham & Watkins LLP, FTI Consulting, and Evercore. The Company has retained the Bank of China Limited Macau Branch as debt advisor with respect to certain sale-related financing. Harbin Pharmaceutical Group Holding Co., Ltd. is advised by White & Case LLP, Clifford Chance, and Junhe LLP. An ad hoc group of Supporting Senior Lenders consisting of Term Lenders and ABL FILO Lenders is advised by Milbank LLP and Houlihan Lokey, and an ad hoc group of Supporting Senior Lenders consisting of ABL FILO Lenders is represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP and AlixPartners LLP. IVC is advised by Sidley Austin LLP. About GNC Holdings GNC Holdings, Inc. (NYSE: GNC), headquartered in Pittsburgh, PA, is a global health and wellness brand with a diversified, multi-channel business. The Company's assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink and other general merchandise features innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC. The Company serves consumers worldwide through company-owned retail locations, domestic and international franchise activities, and e-commerce. As of March 31, 2020, GNC had approximately 7,300 locations, of which approximately 5,200 retail locations are in the United States (including approximately 1,600 Rite Aid licensed store-within-a-store locations) and the remainder are locations in approximately 50 countries. GNC Holdings reported a net loss of $35.11 million for the year ended Dec. 31, 2019, compared to net income of $69.78 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $1.41 billion in total assets, $1.61 billion in total liabilities, $211.39 million in convertible preferred stock, and a total stockholders' deficit of $402.39 million. PricewaterhouseCoopers LLP, in Pittsburgh, Pennsylvania, the Company's auditor since 2003, issued a "going concern" qualification in its report dated March 25, 2020 citing that the Company has significant debt (specifically the Convertible Notes and the Tranche B-2 Term Loan) maturing at the latest in March 2021. The Company has insufficient cash flows from operations to repay these debt obligations as they come due, which raises substantial doubt about its ability to continue as a going concern. HILL CONCRETE: Unsecured Creditors Have 2 Options in Plan --------------------------------------------------------- Debtor Hill Concrete Structures filed a Second Amended Disclosure Statement describing its Chapter 11 Plan of Reorganization dated May 28, 2020. The Debtor only has a small amount of liquid capital on-hand, but anticipates a very large infusion of more than $400,000 in retention funds by August 1, 2020. The Debtor proposes to pay Class 4A General Unsecured Claim members on one of two of the following terms, with each class member selecting which plan treatment it desires when casting its ballot; only one of the two terms will apply. Class 4A Treatment A: This treatment allows Class 4A members to be paid a dividend of 11.5% of their allowed claims, on a pro rata basis from the remaining Retention Funds after the satisfaction of all secured claims as funds become available. The Debtor anticipates receipt of said funds no later than August 1, 2020, and payment of each class member no later than August 31, 2020. Each class member will be paid on a pro rata basis together with all other members selecting Class 4A Treatment A. CLASS 4A Treatment B: This treatment allows Class 4A members to be paid a dividend of 100% of their allowed claims, from a pool of 4% of Net Profits of the Debtor (as defined in the sole discretion of the Debtor) from new construction contracts entered into after the Effective Date. Payment will be distributed pro rata to all creditors electing a payment term from Class 4A or Class 7 that are paid from the Net Profits of the Debtor from new construction projects. This process will continue until the creditors electing this treatment are paid in full, and the creditors' claims will accrue interest at 4% until paid in full, with the interest also being paid from the Net Profits of the Debtor from new construction contracts. Class 4B General Unsecured Claims Owed to Insiders The Debtor proposes to pay Class 4B members only after all other allowed claims administered within this Chapter 11 Plan are paid in full, without any discounting of the claims. In other words, Class 4B is completely subordinated to all other allowed claims in the case. Class 4B members are to be paid their allowed claims, on a pro rata basis from the remaining Retention Funds after the satisfaction in full of all other allowed claims in this proceeding as funds become available, or with future earnings of the Debtor, if any. The Debtor anticipates receipt of said funds no later than August 1, 2020, and payment of each class member no later than August 31, 2020, but only if funds are available (which is not realistically expected). Each class member will be paid on a pro rata basis together with all other members selecting Class 4B Treatment A, up to 100% of their claims. Class 4C General Unsecured Claims Owed to Critical Vendors Class 4C members will be paid their allowed claims, on a pro rata basis from the remaining Retention Funds after the satisfaction of all secured claims as funds become available. Debtor anticipates receipt of said funds no later than August 1, 2020, and payment of each class member no later than August 31, 2020. Each class member will be paid on a pro rata basis as funds become available. The Debtor currently has five major construction projects that are concluding. The combined funds to be paid to the Debtor from these construction projects total at least $412,647.51, and all of the funds should be provided to the Debtor no later than August 1, 2020. A full-text copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/ycbzeuml from PacerMonitor.com at no charge. The Debtor is represented by: Michael Jones M. Jones & Associates, PC 505 N. Tustin Ave, Ste 105 Santa Ana, CA 92705 Telephone: 714-795-2346 Facsimile: (888) 341-5213 E-mail: mike@MJonesOC.com About Hill Concrete Structures Hill Concrete Structures is a privately held company in La Verne, CA, that offers concrete and cinder building products. Hill Concrete Structures sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-10212) on Jan. 21, 2019. The case is assigned to Mark S. Wallace. In the petition signed by James A. Hill, president, the Debtor disclosed total assets at $997,122 and $1,964,669 in debt. The Debtor tapped Michael Jones, Esq., at M Jones & Associates, PC, as counsel. INTELSAT SA: Affiliate Taps AlixPartners as Financial Advisor ------------------------------------------------------------- Intelsat Jackson Holdings S.A., an affiliate of Intelsat S.A., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ AlixPartners, LLP as financial advisor. AlixPartners will provide the following services at the sole direction of the special committee of Intelsat Jackson's board of directors: (a) assist in evaluating and negotiating a proposed plan (including a plan of reorganization) to restructure Intelsat Jackson that maximizes value for its stakeholders; (b) assist Intelsat Jackson in identifying, analyzing and assessing certain historical transactions, including historical financial condition and evaluate such transactions in the context of a restructuring plan and claims liquidation process; (c) assist Intelsat Jackson in negotiation with its stakeholders and other parties; and (d) provide other services requested by Intelsat Jackson that fall within AlixPartners' expertise. The firm's standard hourly rates for 2020 are as follows: Managing Director $1,000 – $1,195 Director $800 – $950 Senior Vice President $645 – $735 Vice President $470 – $630 Consultant $175 – $465 Paraprofessional $295 – $315 Pilar Tarry, a managing director at AlixPartners, 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: Pilar Tarry AlixPartners, LLP 909 Third Avenue New York, NY 10022 Telephone: (212) 825-0132 Email: ptarry@alixpartners.com About Intelsat Intelsat S.A. -- www.intelsat.com -- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. It is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. Intelsat's administrative headquarters are in McLean, Va., and it has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East and Asia. Intelsat S.A. and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer and co-chief restructuring officer. Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor and investment banker; Deloitte LLP as tax advisor; and Stretto as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 27, 2020. The committee is represented by Milbank, LLP and Hunton Andrews Kurth, LLP. J.C. PENNEY: Seeks Approval to Hire KPMG as Tax Consultant ---------------------------------------------------------- J.C. Penney Company, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ KPMG, LLP as tax consultant. KPMG will provide the following audit services: (a) audit of the consolidated balance sheets of the Debtors as of January 30, 2021 and February 1, 2020, the related consolidated statements of operations, stockholders' equity and comprehensive income/loss and cash flows for each of the years in the three-year period ending January 30, 2021 in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the PCAOB); (b) audit of internal control over financial reporting as of January 30, 2021 in accordance with the standards of the PCAOB; (c) quarterly review services of the selected quarterly financial data specified by Item 302 of Regulation S-K for the periods ended April 2, 2020, July 1, 2020, and October 31, 2020, (collectively i. through iii., the Integrated Audit); (d) issuance of comfort letters upon request, in connection with future filings under the Securities Act of 1933, or an exempt offering; (e) issuance of KPMG's consent to the incorporation by reference in registration statements of KPMG's reports with respect to the consolidated financial statements and internal control over financial reporting including performing procedures to include, but not limited to, reading information incorporated by reference in the registration statements and performing subsequent event procedures, (the Consents); (f) non-recurring accounting research and consultation regarding potential non-recurring transactions and financings, registration statements, Securities and Exchange Commission (SEC) filings, adoption of new accounting standards, implementation of new IT systems; and (g) debt restructuring, accounting considerations during and on emergence from bankruptcy, fresh-start accounting, valuation of assets and liabilities on emergence from bankruptcy, income tax matters rising as a result of bankruptcy or other debt restructuring activities as a result of bankruptcy, and increased professional time to deliver audit services due to loss of Debtors' personnel or other changes in circumstances as a result of bankruptcy that increases the effort to deliver audit services, (collectively, vi. and vii. the Out-of-Scope Audit Services). KPMG will also provide tax consulting services as follows: (a) analysis of any Section 382 issues related to any restructuring alternatives, including a sensitivity analysis to reflect the Section 382 impact of the proposed and/or hypothetical equity transactions; (b) analysis of net unrealized built-in gains and losses and Notice 2003-65 as applied to the ownership change, if any, resulting from or in connection with the restructuring; (c) review of Debtors' tax attributes including net operating losses, tax basis in assets, and tax basis in stock of subsidiaries as relevant to the restructuring; (d) analysis of cancellation of debt (COD) income, including the application of Section 108 and consolidated tax return regulations relating to the restructuring of non-intercompany debt and the completed capitalization/settlement of intercompany debt; (e) analysis of the application of the attribute reduction rules under Section 108(b) and Treasury Regulation Section 1.1502-28, including a benefit analysis of Section 108(b)(5) and 1017(b)(3)(D) elections as related to the restructuring; (f) analysis of the tax implications of any internal reorganizations and proposal of restructuring alternatives; (g) cash tax modeling of the tax benefits or tax costs of restructuring alternatives; (h) analysis of the tax implications of any dispositions of assets and/or subsidiary stock pursuant to the restructuring; (i) analysis of potential bad debt, worthless stock, and retirement tax losses associated with the restructuring; and (j) analysis of the tax treatment of restructuring related costs. KPMG and the Debtors have agreed to the following fixed fees for services rendered: (i) $1.5 million for services relating to the integrated audit and the quarterly review services; (ii) $150,000 for services surrounding the comfort letters; and (iii) $25,000 for services surrounding each consent. The hourly rates for out-of-scope audit services to be rendered by KPMG are as follows: Partners/Principals $750 - $950 Senior Managers/Directors $625 - $800 Managers $545 - $685 Senior Associates $460 - $575 Associates $350 - $425 The hourly rates for tax consulting services to be rendered by KPMG are as follows: Partners/Principals/Managing Directors $1,024 - $1,264 Senior Managers/Directors $960 Managers $896 Senior Associates $688 Associates $416 Paraprofessionals $336 During the 90-day period prior to the petition date, the firm received $1,369,952, including a retainer of $100,000, from Debtors for professional services performed and expenses incurred. Christopher Hughes, a partner at KPMG, 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: Christopher L. Hughes KPMG LLP 2323 Ross Avenue, Suite 1400 Dallas, TX 75201-2721 Telephone: (214) 840-2000 Facsimile: (214) 840-2297 About J.C. Penney J. C. Penny Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C. and Cooley, LLP. JASON INDUSTRIES: Case Summary & 35 Largest Unsecured Creditors --------------------------------------------------------------- Eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Jason Industries, Inc. (Lead) 20-22766 833 E. Michigan Street Suite 900 Milwaukee, Wisconsin 53202 Jason Partners Holdings Inc. 20-22767 Jason Holdings, Inc. I 20-22768 Jason Incorporated 20-22769 Milsco, LLC 20-22770 Osborn, LLC 20-22771 Schaffner Manufacturing Co., Inc. 20-22772 Jason International Holdings, Inc. 20-22773 Business Description: Jason Industries is a global industrial manufacturing company operating in two segments: industrial and engineered components. The industrial segment's product lines are comprised of industrial brushes, polishing buffs and compounds, abrasives, and roller technology products that are used in a broad range of industrial and infrastructure applications. The engineered components segment's product line includes motorcycle seats; operator seats for construction, agriculture, lawn and turf care and other industrial equipment markets; and seating for the power sports market, all under the Milsco brand. Chapter 11 Petition Date: June 24, 2020 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. Robert D. Drain Debtors' Counsel: Jonathan S. Henes, P.C. Emily E. Geier, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: jonathan.henes@kirkland.com - and - Laura E. Krucks, Esq. Dan Latona, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: laura.krucks@kirkland.com dan.latona@kirkland.com Debtors' Claims & Noticing Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/case/jason/info Total Assets as of June 24, 2020: $204,886,939 Total Debts as of June 24, 2020: $428,374,343 The petitions were signed by Kevin Kuznicki, senior vice president, general counsel, & secretary. A copy of Jason Industries, Inc.'s petition is available for free at PacerMonitor.com at: https://is.gd/LM3o1O Consolidated List of Debtors' 35 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wilmington Savings Fund 2L Loans $94,618,257 Society, FSB as Agent on Behalf of the Second Lien Lenders 500 Delaware Avenue Wilmington, DE 19801 c/o Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Attn: Gregg S. Batement Email: bateman@sewkis.com 2. Uniroyal Engineered Products Trade Payable $557,459 P.O. Box 865066 Orlando, FL 32886-5066 Janice Dixson Tel: 941-906-8580 Email: jdixson@uniroyalglobal.com 3. Regency Plastics, Inc. Trade Payable $454,173 4147 North Ubly Road Ubly, MI 48475 Ceci Pratt Tel: 989-269-9791 Ext 6902 Email: cpratt@geminigroup.net 4. O'Sullivan Films, Inc. Trade Payable $439,374 P.O. box 505524 St. Louis, MO 63150-5524 Julie McCloud Tel: 540-545-4767 Email: julie.mccloud@osul.com 5. BASF Corporation Trade Payable $296,208 P.O. Box 360941 Pittsburgh, PA 15251 Martin Gamamou Tel: 973-245-6783 Email: martin.gamamou@basf.com 6. Global Tranz Trade Payable $190,838 7350 N Dobson Rd Ste 130 Scottsdale, AZ 85256 Amy Hernandez Tel: 480-339-5809 Email: amy.hernandez@globaltranz.com 7. Hatfield & Associates LLC Trade Payable $158,292 5100 Poplar Ave Ste 3119 Memphis, TN 38137 Carrie Graue Tel: 901-300-8445 Email: cgray@hatfieldandassociates.com 8. Reliance Weaving Mills Ltd. Trade Payable $127,907 2nd Floor, Trust Plaza L.M.Q. Road Multan 66000 Pakistan Andnan Tel: +92 061-4512031-2 Email: info@texpro.com 9. Kapco, Inc. Trade Payable $124,976 P.O. Box 227 Grafton, WI 53024 Sydney Simon Tel: 262-377-6500 Email: simon@kapcoinc.com 10. Shield Restraint Systems Trade Payable $124,245 7424 Solution Center Chicago, IL 60677-7004 Robin Linzy Tel: 574-970-2664 Email: rlinzy@trustshield.com 11. Jeffers Industries LLC Trade Payable $121,749 P.O. Box 49233 West Carollton, OH 45449 Joshua Jeffers Tel: 937-751-5465 Email: josh@jeffersindustries.com 12. WPT Industrial LP Lease $120,363 P.O. Box 860648 Minneaplis, MN 55486-0648 Molly Schuneman Tel: 612-800-8511 Email: mschuneman@sptreit.com 13. Delta Systems, Inc. Trade Payable $105,451 26850 Network Place Chicago, IL 60673-1268 Renae Dantone Tel: 330-422-2536 Email: rdantone@deltasystmsinc.com 14. Millwright Industrial Trade Payable $102,677 Services LLC P.O. Box 1 New Lebanon OH 45345 Donna S. Raver Tel: 812-593-2343 Email: d.raver@millwrightindustries.com 15. MCNS Polyurethanes USA Inc. Trade Payable $89,700 1 SKC Drive Covington, GA 30014 Sandra Smith Tel: 678-342-1606 Email: ssmith@mcnskc.us 16. Plas-TEC Trade Payable $85,445 601 W. Indiana Street Endon, OH 43518 Terry Carter Tel: 419-272-2731 Email: tcarter@plasteccorp.com 17. Hahl, Inc. Trade Payable $83,381 P.O. Box 56346 Atlanta, GA 30343 Chip Rinehart Tel: 803-520-5356 Email: mendel.rinehart@perlon.com 18. MSC Industrial Supply Co. Trade Payable $80,593 P.O. Box 953635 St. Louis, MO 63195-3635 Kristin Cheeks Tel: 704-987-5256 Email: kristin.cheeks@mscdirect.com 19. Duroshox Private Trade Payable $80,005 Limited 1258 Sanaswadi, Nagar Road Pune 412208, India Kiran Naikade Tel: +91 2137 676421 Email: logistics@duroshox.com 20. Changzhou Huayang Wanlian Trade Payable $79,076 No. 54 Hehuan Rd Zhonglou Economic District Changzhou, China Louise Li Tel: +86 0519-83909533 Email: louise_li@jsczhy.com 21. Plastocon, Inc. Trade Payable $74,262 P.O. Box 83 Oconomowoc, WI 53066-0083 Nancy Foltz Tel: 262-569-3131 Ext. 1310 Email: nancy.foltz@plastocon.com 22. Deutche Bank Ag, Trade Payable $70,474 New York Branch 60 Wall Street New York, NY 10005 Alirio Briceno Tel: 212-509-614 Email: alirio.briceno@db.com 23. ADP, Inc. Trade Payable $69,135 P.O. Box 842875 Boston, MA 02284-2875 Mike Franco Tel: 915-490-2647 Email: mike.franco@adp.com 24. Blow Molded Solutions Trade Payable $67,563 P.O. Box 37 Mayodan, NC 27027 Hanna Jackson Tel: 336-949-4107 Email: hanna@blowmoldedsolutions.com 25. 833 East DP Lease $62,404 Delaware, LLC P.O. Box 603703 Charlotte, NC 28260-3703 Patrick Noonan Tel: 414-272-3833 Email: patrick.noonan@colliers.com 26. Welch Packaging Trade Payable $59,840 P.O. Box 856421 Minneapolis, MN 55485-6421 Amy Elliott Tel: 419-329-4204 Email: elliottal@welchpkg.com 27. Quarryside Inc. Lease $54,000 Horicon Bank 2251 Omro Road Oshkosh, WI 549004 BJ Wittenberg Tel: 920-419-2256 Email: bjpat@ymail.com 28. Trans American Information Trade Payable $53,260 Systems 15601 Dallas Parkway Suite 250 Addison, TX 75001 Jason Bowles Tel: 615-540-4337 Email: jason.bowles@mastek.com 29. Magna Machine & Trade Payable $52,660 Tool Co., Inc. 3722 N. Messick Road New Castle, IN 47362 Kelley Brown Tel: 765-766-5388 Email: kellybrown@magnamachine.com 30. Piedmont Plastics Trade Payable $52,585 10880 Kenwood Rd Cincinnati, OH 45203 Amy Podgorksi Tel: 414-847-2293 Email: apodgorkski@piedmontplastics.com Lisa Garren Tel: 909-403-2904 Email: lgarren@piedmontplastics.com 31. Semo LLC Lease $50,536 Ste 2 2201 N Willenborg St Effingham, IL 62401 Brad Koenig Tel: 217-342-4443 Email: bkoenig@agracel.com 32. Schaffner Properties LLC Lease $48,672 116 Drake Drive Wexford, PA 15090 William Schaffner Tel: 412-496-0061 Email: willyschaff@gmail.com 33. Jiulong Industrial Co. Ltd. Trade Payable $46,184 315612 Shanpu Village Qinangjiao T Ninghai, Ningbo, China Jimmy Jin Tel: +86 159-6806-1808 Email: jymjdps@vip.163.com 34. Immi Ltd. Trade Payable $43,060 Unit 46 Colbourne Cres Nelson Park Ind EST Cramlington Northumberlan D NE23 1WD United Kingdom Maureen Walton Tel: +44 01670 501956 Email: mwalton@imminet.com 35. Imerys Fused Minerals Trade Payable $42,724 2000 College Ave. M.P.O. Box 1438 Niagara Fallas, NY 14302 Melanie Byrd Tel: 716-286-1250 Ext 274 Email: melani.byrd@imerys.com JO-ANN STORES: S&P Lowers ICR to 'SD' on Distressed Repurchase -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Jo-Ann Stores LLC to 'SD' (selective default) from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's 2023 first-lien term loan to 'D' from 'CCC' and on its 2024 second-lien term loan to 'D' from 'CC'. The downgrade follows Jo-Ann's disclosure that it repurchased $5.6 million of its second-lien term loan at a 57% discount in the first quarter of fiscal 2021 ended May 2, 2020, and subsequently agreed to repurchase $206 million face value of first- and second-lien debt at approximately 50% discount in the second quarter ending Aug. 1, 2020. The transactions announced to date represent about 23% of total first- and second-lien term loans. S&P views the repurchases as distressed and tantamount to a default given lenders participating in the repurchase have received substantially less than the original promise of the term loan. "We plan to reevaluate the issuer credit rating in the coming days, likely raising our rating on Jo-Ann to the 'CCC' category to reflect our view that the company's capital structure remains unsustainable. The company has disclosed its board of managers approved the use of up to $200 million in cash to repurchase the term loans, leading us to believe further repurchases of debt below par are likely in the near term. Therefore, we expect our issue-level rating on Jo-Ann's term loans to remain 'D'," S&P said. "Our review of the issuer credit rating will focus on the long-term viability of the company's capital structure against a backdrop of significant turmoil in the retail sector amid the COVID-19 pandemic. Despite recent strength in the business as customers turned to Jo-Ann's fabric and sewing segment for mask-making solutions, we believe the company will continue losing customers to big box and online competitors over the long term," the rating agency said. KAPKOWSKI ROAD: Moody's Confirms Ba2 Rating on Project Bonds ------------------------------------------------------------ Moody's Investors Service confirmed the Ba2 rating assigned to Kapkowski Road Landfill Reclamation Improvement District's Project Bonds issued by the New Jersey Economic Development Authority, and assigned a stable outlook. This concludes the rating review for downgrade that was initiated on April 7, 2020. RATINGS RATIONALE The confirmation of the Kapkowski Project's Ba2 rating reflects the relative value of the Mills at Jersey Garden Mall as a retail center, whose payment-in-lieu-of-taxes (PILOT) secures the Kapkowski Project bonds and is senior to the outstanding mortgage loan. The mall is a value-oriented property located adjacent to Newark International Airport, with a track record of resilience to broad changes in consumer behavior shifting away from traditional brick and mortar to online retail platforms. Moody's expects the mall's competitive position to support financial recovery over the medium-term, even as the retail sector in New Jersey and across the US have seen pronounced declines in visitors in recent months due to the coronavirus pandemic. Starting June 29, 2020, indoor malls in New Jersey will be permitted to reopen, albeit with certain restrictions. The mall has historically demonstrated high relative retail profitability for its tenants. This profitability will support the Kapkowski Project and tenant base through the recovery, further underpinned by strong property management by JG Elizabeth II, LLC (JGE II) as a wholly owned subsidiary of Simon Property Group, L.P. (Senior Unsecured, A2, Negative). The credit is challenged by the absence of a debt service reserve fund. However, the Kapkowski Project receives liquidity support through an advancing agreement by Midland Loan Services (NR) to provide timely payment of debt service. Moody's views these agreements favorably, especially for assets with a material loan to value ratio and high levels of expected recoverability. The credit is also negatively impacted by the lack of timely financial information. Consistent with its publicly stated policies, a lack of timely financial information would ultimately lead to a rating withdrawal. The rapid spread of the coronavirus outbreak, severe global economic shock, low oil prices, and asset price volatility are creating a severe and extensive credit shock across many sectors, regions and markets, including retail. The combined credit effects of these developments are unprecedented. The 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 the Kapkowski Project's credit profile, including its exposure to the US retail sector and international tourism have left it vulnerable to shifts in market sentiment. The Kapkowski Project remains vulnerable to the outbreak continuing to spread. That said, over the long-term, Moody's expects mall traffic to recover. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The coronavirus pandemic raises uncertainties regarding the timing and pace of a recovery in the return of visitors, and the impact on the project's revenues. Moreover, the pandemic increases the risk around the financial health of existing retail tenants. Retail tenants will be impacted by the broader negative outlook in the retail sector. Credit risks associated with the November 2020 refinancing of a $350 million interest-only loan with Wells Fargo, held jointly by N.J. Metromall Urban Renewal, Inc and JG Elizabeth II, LLC, are elevated. However, Moody's expects the relatively durable nature of the asset value to support the project in the medium-term, both for future refinancing needs, and for standby liquidity support. The PILOT payments commenced August 2004 and will terminate on the date of the final payment of the bonds in February 2031. The FY 2020 PILOT payment is approximately $3.19 million quarterly, totaling $12.77 million annually. PILOT payments increase by 10% every 5 years, and the next increase is scheduled for May 1, 2021. The mall has a $350 million interest-only 3.83% mortgage note with Wells Fargo. The mortgage note is subordinate to the PILOTs in terms of priority. The mortgage is secured by the investment property and related rents and leases, and matures on November 1, 2020. RATING OUTLOOK The stable outlook reflects the structural components of this project. The most important component is the project's standby liquidity mechanism, which Moody's thinks will be honored, if needed, given the durable value of the mall as a property asset. FACTORS THAT COULD LEAD TO AN UPDGRADE OF THE RATINGS - Successful refinancing of the mortgage loan - Visitor levels are expected to return to credit supportive levels - Governments act to fully open retail facilities and provide strong support to maintain economic conditions - Sponsor demonstrates increased financial commitment to the project FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Visitor levels decline materially with no sign of rebounding leading to forecast financial metrics remaining weak for a sustained period of time - A material possibility that the mortgage loan will face heightened refinancing risk for an extended period - Social distancing mandates closing retail facilities for an extended period - Economic conditions indicate an extended recessionary environment LEGAL SECURITY The bonds are payable solely from PILOTs made by JGE II to the City of Elizabeth, which has assigned the payment to the bondholders' trustee. If there is a shortfall of PILOT payments, which are remitted quarterly to a trustee, the PILOT's total value will not be accelerated. The Landfill Improvement Act of NJ provides for imposition of a special assessment as a back-up taxing mechanism to the lien of PILOTs. The city's Assessment Ordinance prescribes the lien on the special assessment as $180 million and requires it to be paid so long as the bonds are outstanding, or 30 years, whichever is less. There is no explicit rate covenant but the deal is structured so that the fixed PILOT payments provide sum sufficient debt service coverage. PROFILE JG Elizabeth II, LLC was formed for the purpose of operating and holding the Mills at Jersey Gardens for long-term investment and is a wholly-owned subsidiary of Simon Property Group, L.P. JG Elizabeth II, LLC is responsible for quarterly PILOTs to an affiliate, New Jersey Metromall Urban Renewal LLC, who is legally required to pay the PILOTs to the trustee. Simon replaced Glimcher Realty as owner and operator of the mall in January 2015. The Mills at Jersey Gardens is an enclosed two-level, value-oriented fashion and entertainment mega-mall located in Elizabeth, New Jersey with a gross leasable area of approximately 1.3 million square feet. It is located approximately three miles from Newark International Airport and 15 miles from Manhattan at Exit I3A of the New Jersey Turnpike in an urban enterprise zone with a reduced sales tax rate. Advertised as "New Jersey's Largest Outlet Mall," Jersey Gardens has over 200 stores and is located in northern New Jersey and the New York City metro area. METHODOLOGY The principal methodology used in these ratings was Generic Project Finance Methodology published in November 2019. LUNA DEVELOPMENTS: Liquidating Plan Confirmed by Judge ------------------------------------------------------ Judge Scott M. Grossman has entered findings of fact, conclusions of law and order approving the Amended Disclosure Statement and confirming the Plan of Liquidation of Debtor Luna Developments Group, LLC, filed by Receiver Alan Barbee. The Plan complies with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and the orders of the Court with respect to the Plan, thus satisfying the requirements of Sec. 1129(a)(1) of the Bankruptcy Code. The Plan has been proposed and negotiated in good faith and not by any means forbidden by law and satisfies Sec. 1129(a)(3) of the Bankruptcy Code. In determining that the Plan has been proposed in good faith, the Bankruptcy Court examined the totality of the circumstances surrounding the Plan and the formulation of the Plan. A copy of the order dated May 28, 2020, is available at https://tinyurl.com/yboqnege from PacerMonitor at no charge. Counsel to Debtor: Jason S. Rigoli, Esq. Furr Cohen 2255 Glades Road, Suite 301E Boca Raton, FL 33431 Tel: 561.395.0500 Fax: 561.338.7532 E-mail: jrigoli@furrcohen.com About Luna Developments Group The receiver for Luna Developments Group, LLC, a company based in West Palm Beach, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-11169) for Luna Developments on Jan. 28, 2019. In the petition signed by Alan Barbee, the receiver appointed by a Florida state court, the Debtor disclosed $5,000,000 in assets and $3,366,816 in liabilities. The Hon. Erik P. Kimball oversees the case. Robert C. Furr, Esq., at Furr Cohen, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. MANIRRAH LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Manirrah, LLC, A NV Limited Liability Company 3219 Andreasen Drive Lafayette, CA 94549-2437 Business Description: Manirrah is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: June 24, 2020 Court: United States Bankruptcy Court Northern District of California Case No.: 20-41076 Debtor's Counsel: Selwyn D. Whitehead, Esq. LAW OFFICES OF SELWYN D. WHITEHEAD 4650 Scotia Avenue Oakland, CA 94605 Tel: 510-632-7444 Email: selwynwhitehead@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephanie J. Harriman, manager. The Debtor stated it has no unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/sFNXBy MCCLATCHY CO: Seeks to Hire Ernst & Young to Provide Tax Services ----------------------------------------------------------------- The McClatchy Company and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Ernst & Young LLP to provide tax services. Ernst & Young will render the following bankruptcy tax consulting services to Debtors: (a) advise Debtors personnel in developing an understanding of the tax issues and options related to their Chapter 11 filing, taking into account Debtors' specific facts and circumstances, for US federal and state & local tax purposes; (b) advise on the federal and state & local income tax consequences of proposed plans of reorganization, including, if necessary, assisting in the preparation of IRS ruling requests regarding the tax consequences of alternative reorganization structures and tax opinions; (c) understand and advise on the tax implication of reorganization or restructuring alternatives Debtors are evaluating with existing bondholders and other creditors that may result in a change in the equity, capitalization or ownership of the shares of Debtors and their assets; (d) gather information, prepare calculations (Section 382 Calculations) and apply the appropriate federal and state & local tax law to historic information regarding changes in the ownership of Debtors' stock to calculate whether any of the shifts in stock ownership may have caused an ownership change that will restrict the use of tax attributes (such as net operating loss, capital loss, credit carry forwards, and built in losses) and the amount of any such limitation; (e) prepare calculations and apply the appropriate federal and state & local tax law to determine the amount of tax attribute reduction related to debt cancellation income and modeling of tax consequences of such reduction; (f) update the draft tax basis balance sheets and draft computations of stock basis as of certain relevant dates for purposes of analyzing the tax consequences of alternative reorganization structures; (h) analyze federal and state & local tax treatment of the costs and fees incurred by Debtors in connection with the bankruptcy proceedings, including tax return disclosure and presentation; (i) analyze federal and state & local tax treatment of interest and financing costs related to debt subject to automatic stay, and new debt incurred as Debtors emerge from bankruptcy, including tax return disclosure and presentation; (j) analyze federal and state & local tax consequences of restructuring and rationalization of inter-company accounts, and upon written request, Ernst & Young will analyze tax impacts of transfer pricing and related cash management; (k) analyze federal and state & local tax consequences of restructuring in the U.S. or internationally during bankruptcy, including tax return disclosure and presentation; (l) analyze federal and state & local tax consequences of potential bad debt and worthless stock deductions, including tax return disclosure and presentation; (m) analyze federal and state & local tax consequences of employee benefit plans, as requested in writing; (n) advise Debtors' personnel on the bankruptcy tax process and procedure lifecycle, the typical tax issues, options and opportunities related to a Chapter 11 filing, the typical impact of a Chapter 11 filing on a corporate tax department's operations, and best practices for addressing such impact areas while operating in bankruptcy and the postemergence period; (o) assist with various tax, compliance appeal and audit issues arising in the ordinary course of business while in bankruptcy, including but not limited to: IRS and/or state and local income and indirect tax audit defense, and compliance questions, notices appeals or issues related to: federal, state & local income/franchise tax, sales and use tax, property tax, employment tax, credit & incentive agreements, and unclaimed property; (p) advise and/or assist, as requested and as permissible, with determining the validity and amount of bankruptcy tax claims or assessments, including but not limited to the following types of taxes: income taxes, franchise taxes, sales taxes, use taxes, employment taxes, property taxes, severance taxes, excise taxes, credit & incentive agreements, other miscellaneous taxes or regulatory assessments and fees, and unclaimed property; (q) scope, assist and advise on the potential for seeking cash tax refunds, including but not limited to the following types of taxes: income taxes, franchise taxes, sales taxes, use taxes, employment taxes, property taxes, tax credit & incentive agreements and unclaimed property. Any findings-based fee Services to claim and secure tax refunds will be subject to a separate Statement of Work mutually agreed to by the parties; and (r) provide documentation, as appropriate or necessary, of tax matters, of tax analysis, opinions, recommendations, conclusions and correspondence for any proposed restructuring alternative, bankruptcy tax issue, or other tax matter described above. Debtors will be responsible for all accounting and management decisions. Ernst & Young will render the following income tax compliance services to the Debtors: 1. 2019 Tax Compliance services and 2020 Quarterly Estimates (a) Preparation of tax returns; (b) Estimated tax payment computations and vouchers for the quarterly estimated tax payments for fiscal year 2020; (c) Extension requests; (d) At the request of Debtors, upon execution of a letter substantially in the form of the Workpaper Acknowledgement letter in respect of each tax year for which access to such workpapers is sought, Ernst & Young will provide Debtors with copies of its final workpapers in a format regularly maintained by the firm and produced by the firm for purposes of preparing computations in connection with the following services under this letter: (i) Estimated tax payments for federal and state income taxes (ii) Extensions for federal and state income taxes (iii) Originally filed federal and state income tax returns 2. Change in Accounting Method Related to Qualified Improvement Property (a) Provide certain federal tax advisory services related to depreciation for the 2018 and 2019 tax years. (b) To assist Debtors with an assessment of property eligible for treatment as Qualified Improvement Property: (i) Review Debtors' current tax fixed asset additions for 2018 and 2019 (ii) Calculate and document Section 481(a) adjustment(s), if needed (iii) Prepare and file Form 3115, Application for Changes in Method of Accounting, Ernst & Young will provide the following deliverables: (a) Form(s) 3115 (b) Power of Attorney, Form(s) 2848 (c) Summary of Section 481(a) computation(s) 3. Change in Accounting Method Related to Certain State Taxes (a) Provide certain federal tax advisory services related to the timing of incurring liabilities for state income taxes and state franchise taxes (automatic method change) for Debtors' tax year ended December 29, 2019. Specifically: (i) Review Debtors' current tax method for state income and franchise tax liability and analyze the proper method pursuant to Treas. Reg. Section 1.461-5(b)(1); (ii) Calculate and document Section 481(a) adjustment(s), if needed; (iii) Calculate and document Schedule M book-tax differences, if needed; and (iv) Prepare and file Form 3115, Application for Changes in Method of Accounting. Ernst & Young will provide the following deliverables: (a) Form(s) 3115 (b) Power of Attorney, Form(s) 2848 (c) Summary of Section 481(a) computation (d) Schedule M computation 4. Amended Returns and Loss Carryback Claims Ernst & Young will also prepare, after agreement in writing of the claims to be prepared, amended returns and loss carryback claims necessary to claim refunds of income taxes for years prior to 2019. These returns/claims are NOT considered part of the on-going compliance noted above and will be invoiced separately from the stated fees below related to the 2019 compliance and 2020 quarterly estimates and will be based upon the hourly rates of the individuals required to complete the forms/claims. Any additional filings will be agreed upon in writing in advance of the preparation of the forms/claims. 5. Routine on-call tax advisory services Ernst & Young will provide to Debtors routine tax advice and assistance concerning issues as requested by Debtors when such projects are not covered by a separate SOW and do not involve any significant tax planning or projects (on-call tax advisory services). On-call tax advisory services are intended to include responding to general tax questions and assignments that are expected, at the beginning of the project, to involve total professional time not to exceed (with respect to the specific project) $25,000 in professional fees. The scope of these services may be agreed to orally or through written communications with Debtors such as e-mails. On-call tax advisory services may be provided to Debtors with respect to routine tax advisory projects commenced prior to the end of the calendar year in which the final tax return is prepared under the SOW. On-call tax advisory services include assistance with tax issues by answering one-off questions, drafting memos describing how specific tax rules work, assisting with general transactional issues, and assisting Debtors in connection with its dealings with tax authorities (other than representing Debtors in an examination or an appeal before the IRS or other taxing authority). Ernst & Young will perform the following tax accounting services for review and approval by Debtors' management related to the year ending December 29, 2019, and quarters ending March, June and September 2020: (a) Quarterly tax planning meeting with Debtors' financial management for purposes of the following Services: (b) Preparation of calculations as requested by McClatchy for use in its preparation of its U.S. GAAP tax provision, including but not limited to book-tax differences, book-income tax accruals and related SEC footnote and MD&A disclosures. (c) Assist Debtors in documenting their international, federal, state or local items of benefit/exposure that may be subject to tax authority challenge. All judgment and determination of the need for and amount of any liabilities for tax exposure items will be the sole responsibility of Debtors, as to which Debtors' independent auditors should concur. (d) Preparation of the tax provision working papers for review by Debtors. Such workpapers will have appropriate review by Ernst & Young professionals as part of the preparation process. (e) Assist Debtors in documenting deferred tax assets and liabilities, including any valuation allowance. All judgment and determination of the need for and amount of a valuation allowance will be the sole responsibility of Debtors, as to which their independent auditors should concur. (f) Review deferred tax balances and reconciling to identified temporary differences. (g) Ernst & Young will provide Debtors with original copies (in excel format) of the workpapers for the tax provision calculations and any related work products prepared by the firm. Ernst & Young will provide the following property tax services to the Debtors for the period of December 30, 2019 through December 27, 2020 (i.e., tax year 2020) with respect to specific properties associated with the Debtors' locations: (a) Assist Debtors in the development of a property tax calendar for calendar year 2020. (b) Prepare extensions, where available, for locations that have filing due dates on or before January 31. Should extensions be needed for locations with a due date after January 31, Ernst & Young will obtain written permission from Debtors prior to seeking an extension. (c) Prepare business personal property renditions and where identified by Debtors, personal property exemptions for locations in accordance with the property tax calendar using Debtor-prepared account information consistent with reporting guidelines for each jurisdiction. This includes, but is not limited to, Freeport exemption, Abatement Applications, etc. Ernst & Young will prepare renditions or returns for Debtors' review and approval over $500,000 in cost prior to Ernst & Young filing the renditions/returns on behalf of Debtors. Ernst & Young will review or reclassify individual fixed assets only when authorized to do so under a specific separate scope of services as part of a separate agreement. (d) Provide copies of tax renditions on an annual basis using EY Interact. (e) Review and, if applicable, enter the personal property notices of value received from taxing jurisdictions into the third party software and discuss with Debtors those properties where the rendered value and actual value are above the mutually agreed upon threshold of $5,000 in tax liability to determine which locations should be potentially selected for appeal. (f) Assist with reviewing and processing of tax bills in third party software system. (g) Provide requested data on locations selected for personal property audit to Debtors. (h) Prepare annual detailed summary of personal property tax liabilities through end of calendar years 2020 based on estimate of value placed on personal property renditions, notice of values or negotiated settlements, plus current year additions and/or estimated additions using current published tax rate. Ernst & Young's services are intended to complement, and not duplicate, the services to be rendered by any other professional retained by the Debtors in these Chapter 11 Cases. The firm's professionals will be billed for bankruptcy tax consulting services at the following agreed upon rates for each level: LEVEL Local Rate NTD Rate Partner/Principal/Director $800 $975 Managing Director $725 $875 Senior Manager $575 $775 Manager $400 $600 Senior $275 $390 Staff $200 $300 For the tax compliance services for the tax year ending December 29, 2019 and quarterly estimates for 2020, the Debtors will be charged a total of $403,000, of which $160,400 was previously invoiced and paid pursuant to the progress billing schedule set forth in Ernst & Young's pre-bankruptcy statement of work dated November 20, 2018 for the 2019 tax compliance services and the 2020 quarterly estimates. Ernst & Young's professionals will be billed for on-call tax advisory services at the following agreed upon rates for each level: LEVEL Local Rate NTD Rate Partner/Principal $800 $975 Managing Director $725 $875 Senior Manager $575 $775 Manager $400 $600 Senior $275 $390 Staff $200 $300 The Debtors will pay Ernst & Young a fee of $262,000 for the tax accounting services, of which $131,400 was previously invoiced and paid pursuant to the progress billing schedule set forth in the firm's pre-bankruptcy statement of work dated November 20, 2018 covering the tax accounting services for 2019 and 2020. Ernst & Young's professionals will be billed for any out-of-scope services at the following agreed upon rates for each level: LEVEL Local Rate NTD Rate Partner/Principal $800 $975 Managing Director $725 $875 Senior Manager $575 $775 Manager $400 $600 Senior $275 $390 Staff $200 $300 The Debtors will pay Ernst & Young a fee of $116,400 for the property tax compliance services. This fee is based on the annual preparation of 183 personal property renditions/exemption applications. Over the course of this engagement, should the number of personal property renditions and/or exemption applications exceed the number listed above, Ernst & Young's fees for the additional Services will be based on the actual time that our professionals spend performing them, billed at the hourly rates below. LEVEL Local Rate NTD Rate Partner/Principal/Director $800 $975 Managing Director $725 $875 Senior Manager $575 $775 Manager $400 $600 Senior $275 $390 Staff $200 $300 Ernst & Young received a retainer from Debtors in the amount of approximately $150,000 for tax consulting services. During the 90 days before the petition date, Debtors paid approximately $316,935 to Ernst & Young, of which approximately $150,000 constituted the retainer. Don Adcock, a managing director at Ernst & Young, 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: Don Adcock Ernst & Young LLP 5 Times Square New York, NY 10036-6530 Telephone: (212) 773-3000 About The McClatchy Company The McClatchy Co. (OTC-MNIQQ) -- https://www.mcclatchy.com/ -- operates 30 media companies in 14 states, providing each of its communities local journalism in the public interest and advertising services in a wide array of digital and print formats. McClatchy publishes iconic local brands including the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the Fort Worth Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with a Plan of Reorganization that will cut $700 million of funded debt in half. McClatchy was estimated to have $500 million to $1 billion in assets and debt of at least $1 billion as of the bankruptcy filing. Judge Michael E. Wiles oversees the cases. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as general bankruptcy counsel; Togut, Segal & Segal LLP as co-bankruptcy counsel with Skadden; Groom Law Group as special counsel; FTI Consulting, Inc. as financial advisor; Evercore Inc. as investment banker; and Ernst & Young LLP as tax services provider. Kurtzman Carson Consultants LLC is the claims agent. MEDIQUIRE INC: Unsecured Creditors to Have 3% Recovery in Plan -------------------------------------------------------------- Debtor Mediquire, Inc., filed the Modified Disclosure Statement for Plan of Liquidation dated May 26, 2020. Class 2 consists of the FCA Secured Claim and the Volcano Secured Claim. FCA has filed a proof of claim asserting a secured claim, in the amount of $790,623.29; and Volcano has filed a proof of claim asserting a secured claim, in the amount of $750,000, plus accrued interest. Class 3 consists of all Allowed Unsecured Claims totaling $337,700. Since the claims of Unsecured Creditors will be funded by the Unsecured Creditor Fund, in the amount of $10,000, and any Available Cash of the Debtor after payment of Administrative Claims, Priority Claims and Quarterly Fees owed to the Office of the United States Trustee, holders of Allowed Unsecured Claims will receive at least 3% of their Allowed Claims under the Plan. The Plan will be funded by the Plan Fund ($39,000) and the Debtor's available cash in the Debtor's debtor in possession bank account, as of the Effective Date. A full-text copy of the Modified Disclosure Statement dated May 26, 2020, is available at https://tinyurl.com/y9y4yn9h from PacerMonitor at no charge. Counsel to the Debtor: SHAFFERMAN & FELDMAN LLP 137 Fifth Avenue, 9th Floor New York, New York 10010 Tel: (212) 509-1802 Joel M. Shafferman, Esq. About Mediquire Inc. Mediquire, Inc. -- https://mediquire.com/ -- is a data analytics company dedicated to accelerating the adoption of value-based payment methodologies. Its mission is to accelerate the transition to value-based care using a suite of advanced analytics solutions that help payers and providers design, negotiate, and track value-based contracts, as well as provide insights to aid providers in closing gaps at the point-of-care. Mediquire, Inc., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-10284) on Jan. 30, 2020. In the petition signed by CFO Rhonda Rosen, the Debtor disclosed $2,178,510 in assets and $1,780,713 in liabilities. Joel Shafferman, Esq., at Shafferman & Feldman LLP, serves as bankruptcy counsel to the Debtor. MOHIN ENTERPRISES: Combined Plan & Disclosures Confirmed by Judge ----------------------------------------------------------------- Judge Christine M. Gravelle has entered an order confirming the Second Modified Combined Chapter 11 Plan and the Disclosure Statement filed by debtor Mohin Enterprises, Inc. Any motion by the Debtor to dispute the statutory quarterly fees payable to the United States Trustee shall be filed by June 4, 2020. If the Debtor fails to file a motion objecting to fees by June 4, 2020, the statutory fees shall be paid in accordance with the confirmed plan and the provisions of 28 U.S.C. Sec. 1930. A copy of the order dated May 26, 2020, is available at https://tinyurl.com/y9r2des3 from PacerMonitor at no charge. Attorneys for the Debtor: Timothy P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, New Jersey 08736 Tel: (732) 223-8484 E-mail: timothy.neumann25@gmail.com About Mohin Enterprises Mohin Enterprises, Inc., operates a 7-Eleven franchise in Monmouth County, New Jersey. It filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-25690) on Aug. 13, 2019. Judge Christine M. Gravelle oversees the Debtor's bankruptcy case. BROEGE, NEUMANN, FISCHER & SHAVER LLC is counsel to the Debtor. MONTICELLO HORIZON: Case Summary & 7 Unsecured Creditors -------------------------------------------------------- Debtor: Monticello Horizon Legacy, LLC 191 LaVista Drive South Fallsburg, NY 12779 Chapter 11 Petition Date: June 24, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-35665 Judge: Hon. Cecelia G. Morris Debtor's Counsel: Michelle L. Trier, Esq. GENOVA & MALIN LLP 1136 Route 9 Wappingers Falls, NY 12590 Tel: 845-298-1600 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Esther Loeffler, managing member. A copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/uhzcBp NEIMAN MARCUS: S&P Rates $675MM DIP Term Loan 'B' ------------------------------------------------- S&P Global Ratings assigned its point-in-time 'B' rating to the $675 million debtor-in-possession (DIP) term loan provided to Neiman Marcus Group LLC and co-borrowing entities Neiman Marcus Group LTD LLC and NMG Subsidiary LLC a luxury department store currently operating under the protection of Chapter 11 of the U.S. Bankruptcy Code following a voluntary filing on May 7, 2020. S&P's 'B' issue rating on Neiman's DIP term loan reflects its view of the credit risk borne by the DIP lenders. This risk includes the following: -- The company's ability to meet its financial commitments during bankruptcy through S&P's debtor credit profile (DCP) assessment. -- Prospects for full repayment through reorganization and emergence from Chapter 11 via S&P's capacity for repayment at emergence (CRE) assessment. -- Potential for full repayment in a hypothetical liquidation scenario via S&P's additional protection in a liquidation scenario (APLS) assessment. S&P's 'b-' DCP reflects its view of Neiman's vulnerable business risk profile and highly leveraged financial risk profile. S&P's DCP includes its consideration of applicable rating modifiers including projected liquidity of Neiman Marcus during bankruptcy. The issue ratings also consider the potential recovery prospects on the DIP loans, which are reflected in the rating agency's CRE and APLS assessments. The rating agency's CRE assessment of favorable coverage of the DIP debt in an emergence scenario indicates coverage of 150%-250%. "Our CRE assessment contemplates a reorganization and addresses whether the company, in our view, would likely be able to attract sufficient third-party financing at the time of emergence to repay the DIP debt in full," S&P said. S&P's CRE assessment of "favorable coverage" of the DIP debt provides an uplift of one notch over the DCP, resulting in a 'B' issue-level rating for the $675 million DIP facility. S&P assesses repayment prospects for purposes of the CRE assessment on the basis that all of the DIP facilities are required to be repaid in full in cash at emergence, consistent with super-priority status under the U.S. Bankruptcy Code. S&P's APLS assessment indicates around 100% total value coverage and does not impact the DIP ratings. S&P's DIP methodology also contemplates the ability to fully repay DIP debt, even in a scenario where the debtor is unable to reorganize. Its APLS assessment indicates insufficient coverage (estimated at 100%-120% coverage) of the DIP term loan in a liquidation scenario and therefore, it does not provide an additional notch for the APLS modifier. S&P attributes Neiman's voluntary bankruptcy filing to various ongoing business challenges and weakened competitive position. Neiman Marcus' bankruptcy filing and S&P's business risk assessment reflect various ongoing challenges, including the following: -- Erosion in profitability because of increased competition in the luxury apparel and department store industries amid the ongoing secular shifts in consumer spending habits; -- Continued and escalating threats from fast fashion, online retail, and other similar competitors amid weakness in mall traffic and greater industry price transparency; -- The highly discretionary nature of the Neiman Marcus' apparel offerings and products; -- S&P believes Neiman has not adequately engaged its core customer base, as the company was slow to adapt to changing shopping habits and tastes, trends exaggerated by slowing consumer traffic at malls and department stores; -- Expectation for economic weakness through the bankruptcy period and along with business disruptions because of the coronavirus pandemic; -- Business and investment market disruptions that interfered with the company's ability to pay interest and contractual obligations on its prepetition onerous capital structure; and -- These factors result in significant recent declines in sales, profitability, and cash flow that resulted in a prepetition capital structure that was unsustainable. S&P sees many of these trends as secular and believe customer traffic will remain challenged, especially for mall and physical retail, making it difficult for Neiman Marcus to reverse declines in sales and EBITDA margins over the short-term. S&P holds this view despite the company's meaningful omni-channel presence at around 30% of total sales. It also believes the company's competitive position has materially weakened in recent years due largely to these industry trends and intensifying competition from direct and adjacent retailers. S&P holds this view despite thinking that Neiman's bankruptcy restructuring initiatives may result in modest operating performance improvements after emergence as the result of: -- Plans to close a modest number of underperforming stores; -- Lease and rent negotiation with landlords that result in concessions and cost reductions; and -- Continued efforts to enhance Neiman's engagement with its luxury consumers and strategies employed to engage consumers along with other changes to the business model. From a financial risk perspective, S&P's DCP reflects high leverage due to negative EBITDA offsetting the substantially reduced debt burden in the bankruptcy period. S&P's DCP on Neiman Marcus reflects a substantially reduced debt burden in bankruptcy due to the stay on prepetition debt (approximately $5.1 billion at the time of filing) and the relatively modest amount of funded DIP debt and other priority or pari passu claims during bankruptcy (around $675 million DIP term loan and $849 million in other debt). Still, the requirement to pay adequate protection to the prepetition term lenders diminishes the cash flow benefit during bankruptcy. "We are also mindful about the level of DIP debt relative to the company's expected EBITDA over the next 12 months, given an expected global recession and business disruptions due to the COVID-19 pandemic affecting overall industry trends," S&P said. PERMCLIP PRODUCTS: July 7 Plan & Disclosure Hearing Set ------------------------------------------------------- On May 21, 2020, debtor Permclip Products Corporation filed with the U.S. Bankruptcy Court for the Western District of New York an Amended Disclosure Statement and Amended Plan. On May 26, 2020, Judge Carl L. Bucki ordered that: * July 7, 2020, at 3:30 p.m. in Robert H. Jackson U.S. Courthouse, 2 Niagara Square, 5th Floor, Orleans, Courtroom, Buffalo, NY 14202, is the hearing on the approval of the Amended Disclosure Statement and the hearing on Confirmation of the Amended Plan. * July 2, 2020, is fixed as the last day for filing and serving written objections to the Amended Disclosure Statement and Confirmation of the Amended Plan. * July 7, 2020, is fixed as the last day for filing proofs of claim in this case. * July 7, 2020, is fixed as the last day for filing proofs of claim for governmental unit creditors. A copy of the order dated May 26, 2020, is available at https://tinyurl.com/yaavrx99v from PacerMonitor at no charge. About Permclip Products Permclip Products Corporation --http://www.permclip.com/-- is a manufacturer of file folder fasteners and filing accessories for the office products industry. The Company uses a thermoplastic resin fusion system that permanently embeds the non-woven fabric overlay deep into the fibers of the folder, locking onto the cellulose pulp fibers. The Company was founded in Buffalo, New York in 1971. Permclip Products filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 19-11423) on July 17, 2019. As of the time of filing, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Hon. Carl L. Bucki. Arthur G. Baumeister, Jr., Esq. of BAUMEISTER DENZ LLP is the Debtor's counsel. PILOCH DISTRIBUTION: Case Summary & 8 Unsecured Creditors --------------------------------------------------------- Debtor: Piloch Distribution, Inc. 827 N. Main St. Las Vegas, NV 89101 Business Description: Piloch Distribution, Inc. -- http://www.piloch.com-- distributes food and related products on a wholesale basis to retailers. Chapter 11 Petition Date: June 25, 2020 Court: United States Bankruptcy Court District of Nevada Case No.: 20-13047 Judge: Hon. August B. Landis Debtor's Counsel: David J. Winterton, Esq. DAVID WINTERTON & ASSOCIATES, LTD. 7881 W. Charleston Blvd. Suite 220 Las Vegas, NV 89117 Tel: 702-363-0317 E-mail: autumn@davidwinterton.com Total Assets: $2,332,683 Total Liabilities: $2,345,430 The petition was signed by Miguel Salido, president. A copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/35LFNz PLUTO ACQUISITION I: S&P Affirms B- ICR, Alters Outlook to Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on U.S.-based home health, personal care, and hospice services provider Pluto Acquisition I Inc.'s (d/b/a AccentCare Inc.) and revised its outlook to stable from positive. At the same time, S&P affirmed its 'B-' rating and '3' recovery rating on the company's first-lien facility. S&P said, "We expect minimal free cash flow generation and elevated leverage for the next 12 months. Despite our expectation for a modest (1%-2%) decline in net revenues in 2020 because of the COVID-19 pandemic, the company improved margins through a shift to pay-per-visit, clinically based utilization management, and renegotiated therapy contracts. However, we see cash flow pressures as working capital needs increase from CMS' new PDGM (Patient-Driven Groupings Model) reimbursement program, billing interruptions because of COVID-19, and delays stemming from CMS' Review Choice Demonstration that went live in Texas on March 1, 2020, where the company has a large presence. As a result, the company has drawn partially on its asset-based lending (ABL) facility to supplement its liquidity needs. Though we expect the company to pay down some of this outstanding balance over the course of the year and maintain adequate liquidity for the next 12-24 months, we now expect negligible cash flow generation in 2020 and 2021." The company is well-positioned to benefit from potential tailwinds in the home health industry. As the coronavirus pandemic continues, S&P believes home health providers could benefit as the preferred setting of care for patients whose medical needs could be addressed in the home. Given the cost efficiencies and preferred patient setting, in-home care could see an increase in demand from patients in, or otherwise considering an institutional setting (i.e., skilled nursing facility). Additionally, the Coronavirus Aid, Relief, and Economic Security Act will likely provide assistance from historically restrictive requirements, including among others, potential financial relief for PPE (personal protective equipment), telehealth, the ability for nurse practitioners and physician assistants to certify home health, and loosening of "homebound" status for those patients that are confined to the home, which is typically not considered for riskier patients. Environmental, social, and governance (ESG) factors relevant to the rating action -- Social; health and safety S&P said, "The stable outlook reflects our expectation of continued revenue growth and EBITDA margin improvements, however, we believe leverage will remain elevated around 7x with minimal cash flow generation over the next 12 months." "We could consider a lower rating if we expect EBITDA margins to contract about 100 basis points (bps), resulting in sustained material cash flow deficits and leverage sustained materially above 7x. This scenario could occur as a result of difficulty managing through the COVID-19 pandemic, the new reimbursement program, or CMS' claims review process." "We could raise the rating if we gain confidence that the company can improve margins by about 150 bps, resulting in consistent generation of annual free cash flows of approximately $15 million and leverage materially below 7x over the next 12 months. This could occur if the company can improve its utilization management and manage its working capital needs." PREMIERE JEWELLERY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Premiere Jewellery, Inc. 20-11484 389 Fifth Avenue Suites 500-503 New York, NY 10016 Tanya Creations, LLC 20-11485 360 Narragansett Park Drive East Providence, RI 02916 PAW Holdings, Inc. 20-11486 360 Narragansett Park Drive Rumford, RI 02916 PJT, LLC 20-11487 360 Narragansett Park Drive East Providence, RI 02916 ETYM Properties, LLC - Business Description: The Debtors design, sell, and distribute fashion jewelry serving the private label and branded needs of the retail industry. Chapter 11 Petition Date: June 25, 2020 Court: United States Bankruptcy Court Southern District of New York Judge: Debtors' Counsel: Jeffrey A. Wurst, Esq. ARMSTRONG TEASDALE LLP 919 Third Avenue New York, NY 10019 Tel: 212-209-4400 Email: JWurst@atllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petitions were signed by Howard A. Moser, chief restructuring officer. Copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/wFGqE4 https://is.gd/UFrlPd https://is.gd/R77gxy https://is.gd/k5GcCn Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Alice Zhang Trade - Email: aixin@aixinjewelry.com 2. Adam Iacobucci Trade - Email: adam@contempocard.com 3. Dora Xiang Trade - Email: dora@danchil.com 4. Attn: Richard Fan Trade - Email: elasting10@jz-ys.com 5. American Express Trade - Matthew Yehle Email: matthew.w.yehle@aexp.com 6. Claire Guo Trade - Tel: +86-21-6196-2555 Email: claire@chinahyt.com 7. Mona Huang Trade - Tel: 86 579 85299506 86 183 05890860 Email: sale17@cnbead.cn 8. Attn: Julia Zhang Trade - Tel: 0532-80962575 Email: julia@soqjewelry.com 9. Geff Nee Trade - Email: geffnee@icare-international.com 10. Chris Yoo Trade - Email: yoohan.vina@gmail.com 11. Michelle Williams Trade - Email: mwilliams@olmstead.com 12. Victor Yang Trade - Tel: 86-579-8559-6008 Email: VictorCJ@chenjoo.com 13. Rowina Singh Trade - Tel: 649-898-0850 Email: rowina@sdcdesigns.com 14. Nazda Tajmun Trade - Tel: 91-9582454408 Email: nazdatajmun@gmail.com 15. Stanley li Trade - Tel: 86-1582579527 Email: stanley@ywshijue.com 16. Eric Choi Trade - Tel: 82-2-400-8885 Ext. 300 Email: eric@bowjewel.com 17. Yiwu Paiqiang Jewelry Co. Ltd. Trade - Economic Development Zone 3F, No.30, Gaoxin East Road Michelle Kong Tel: (212) 354-0434 Email: michelle@paiqiangjewelry.com 18. Catrina Huang Trade - Tel: 086-579-815790808 Email: catrina@canajewels.com 19. Keith Leduc Trade - Email: kleduc@kahnlitwin.com 20. Courtney Victoria - Email: Courtney_Victoria@tufts-health.com QUARTER HOMES: Gets Interim OK to Hire Osborn Maledon as Counsel ---------------------------------------------------------------- Quarter Homes, LLC received interim approval from the U.S. Bankruptcy Court for the District of Arizona to employ Osborn Maledon, P.A. as its legal counsel. The firm's services will include: (a) advising Debtor of its rights, powers and duties in its Chapter 11 case; (b) assisting Debtor in the preparation of its statement of financial affairs and bankruptcy schedules; (c) assisting Debtor in the formulation, preparation and prosecution of a plan of reorganization and related disclosure statement; (d) representing Debtor in litigation; (e) assisting Debtor in its discussions with creditors relating to the administration of its case; (f) reviewing claims asserted against Debtor and negotiating with creditors; (g) examining and investigating potential preferences, fraudulent conveyances and other causes of action; (h) representing Debtor at court hearings and other proceedings; and (i) reviewing and analyzing pleadings and other legal papers filed with the court. The firm will be paid at hourly rates as follows: Attorneys $200 - $750 Law Clerks $175 - $230 Paralegals $175 - $230 Other Assistants $175 - $230 Warren Stapleton, Esq., a partner at Osborn Maledon, disclosed in court filings that the firm neither represents nor holds interest adverse to Debtor and its bankruptcy estate. The firm can be reached through: Warren J. Stapleton, Esq. Osborn Maledon, P.A. 2929 North Central Avenue, 21st Floor Phoenix, AZ 85012-2793 Telephone: (602) 640-9000 Email: wstapleton@omlaw.com About Quarter Homes Quarter Homes LLC owns commercial real estate, undeveloped land and residential properties in Arizona. On June 11, 2020, Quarter Homes filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-07065). The petition was signed by Quarter Homes President David Turcotte. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Osborn Maledon, P.A. is Debtor's legal counsel. RANCHER'S LEGACY: James L. Ratcliff Objects to Disclosure Statement ------------------------------------------------------------------- James L. Ratcliff, a party-in-interest, objects to approval of the Disclosure Statement accompanying the Joint Liquidating Plan of Reorganization filed by debtor Rancher's Legacy Meat Co. Ratcliff claims that the Court lacks jurisdiction to confirm any plan that will moot Ratcliff's appeal. Ratcliff requests the Court to continue the motion on approval of the Disclosure Statement until Ratcliff's appeal of this Court's orders and judgments of March 23, 2020, are finally resolved or until a plan of reorganization is proposed that does not impact Ratcliff's appeal. Ratcliff asserts out that the Plan violates 11 U.S.C. Sec. 1129(b)(2)(A) by including James L. Ratcliff's claim as an unsecured claim purporting to avoid the Ratcliff lien. The Plan has no such provision and the Disclosure Statement supporting it cannot be approved. Ratcliff asserts that the Disclosure Statement should be rejected by the Court because it requires a more detailed discussion of the claims that are currently allowed. The unsecured creditors will not have been given enough information to vote unless they are at least provided with information on what pro rata share Debtor calculates they would receive of any recovery. Ratcliff further asserts that the Disclosure Statement or the Plan should describe under what conditions the Debtor plans on appointing a third-party liquidating agent, the costs of such an appointment and any duties other than pursuing the "Pending Actions" that any liquidating agent will be assigned to perform. A full-text copy of Ratcliff's objection on May 26, 2020, is available at https://tinyurl.com/ya7n6fpa from PacerMonitor at no charge. Attorneys for James L. Ratcliff: SAPIENTIA LAW GROUP PLLC Kenneth C. Edstrom 120 South 6th Street, Suite 100 Minneapolis, MN 55402 Tel: (612) 756-7108 Fax: (612) 756-7101 E-mail: kene@sapientialaw.com About Rancher's Legacy Meat Rancher's Legacy Meat Co. -- https://rancherslegacy.com/ -- owns and operates an animal slaughtering and processing facility in Vadnais Heights, Minnesota. Rancher's Legacy Meat was built to produce fresh and frozen ground meat in patty and bulk configurations. Rancher's Legacy sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-32928) on Sept. 20, 2019. In the petition signed by Arlyn J. Lomen, president, the Debtor listed total assets of $13,291,000 and total liabilities of $26,897,956 as of the Petition Date. Judge Michael E Ridgway is assigned the case. FOLEY & MANSFIELD P.L.L.P., represents the Debtor. The U.S. Trustee for Region 12 on Sept. 27, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. RH HOLDINGS: Case Summary & 10 Unsecured Creditors -------------------------------------------------- Debtor: RH Holdings, LLC 5779 Getwell Road Bldg. D-1 Southaven, MS 38672 Business Description: RH Holdings is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: June 25, 2020 Court: United States Bankruptcy Court Northern District of Mississippi Case No.: 20-12175 Judge: Hon. Jason D. Woodard Debtor's Counsel: Michael P. Coury, Esq. GLANKLER BROWN PLLC 6000 Poplar Ave Suite 400 Memphis, TN 38119 Tel: 901-525-1322 Email: mcoury@glankler.com Total Assets: $1,312,279 Total Liabilities: $4,359,725 The petition was signed by Charles F. Roberts, III, chief manager. A copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/RJUC4J ROCHESTER HOLDING: Hires Valldejuli & Associates as Legal Counsel ----------------------------------------------------------------- The Rochester Holding Company of Georgia, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Valldejuli & Associates, LLC as its legal counsel. The firm will provide the following legal services in connection with Debtor's Chapter 11 case: (a) prepare pleadings and applications; (b) conduct examinations; (c) advise Debtor of its rights, duties and obligations; (d) consult with Debtor and represent Debtor with respect to a Chapter 11 plan; and (e) provide services incidental and necessary to the day-to-day operations of Debtor's business, including the institution and prosecution of necessary legal proceedings. Valldejuli & Associates charges $225 per hour for the services of its attorneys and $75 per hour for paralegal services. The firm holds a retainer in the amount of $18,037.25 as of the petition date. Richard Valldejuli Jr., Esq., at Valldejuli & Associates, disclosed in court filings that he and his firm neither hold nor represent any interest adverse to Debtor and its bankruptcy estate. The firm can be reached through: Richard K. Valldejuli, Jr., Esq. Valldejuli & Associates, LLC 2199 Lenox Road, Suite A Atlanta, GA 30324 Telephone: (404) 636-9957 Email: rkv@valldejuliandassocites.com About Rochester Holding Company of Georgia The Rochester Holding Company of Georgia, LLC sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 20-66816) on May 31, 2020. At the time of the filing, Debtor had estimated assets of between $500,001 and $1 million and liabilities of between $100,001 and $500,000. Debtor has tapped Valldejuli & Associates, LLC as its legal counsel. ROCKPORT DEVELOPMENT: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------------- The Office of the U.S. Trustee on June 22, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 case of Rockport Development, Inc. The committee members are: 1. Birch Holdings Corp. Shaofan Zhang 360 W. Erie St., Unit 6C Chicago, IL 60654 Phone: 740-704-0226 Attorney: Erich Eisenegger, Esq. Eisenegger & Carroll LLP 19 Plover Ln. Lloyd Harbor, NY 11743-1013 Phone: (917) 297-5455 2. Chunheng Weng Attn: San Yun Li 3705 Summer Ln Baldwin Park, CA Phone: 626-329-6326 Attorney: Ed Chen, Esq. Law Offices of Edward C. Chen 1 Park Plaza Irvine, CA 92614 Phone: (949) 287-4278 3. Hillcrest Asset Based Fund I, LLC Michael Yu HM International Investment Consulting Co. Ltd Galaxy Soho, Tower D, Suite 50815-16 2 Nanzhugan Hutong, Dongcheng District Beijing, China 100010 Phone/Office: 010-88553465 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Rockport Development Rockport Development, Inc., a company based in Irvine, Calif., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11339) on May 7, 2020. The petition was signed by CRO Michael VanderLey. At the time of the filing, Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Catherine E. Bauer oversees the case. Debtor tapped Marshack Hays, LLP as its legal counsel. Michael VanderLey of Force Ten Partners, LLC, is Debtor's chief restructuring officer. RTX SOLUTIONS: Has Until Nov. 16 to File Plan & Disclosures ----------------------------------------------------------- Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota has entered an order within which RTX Solutions, LLC will have until Nov. 16, 2020 to file a disclosure statement and chapter 11 plan of reorganization. A copy of the order dated May 28, 2020, is available at https://tinyurl.com/yc3stkt7 from PacerMonitor at no charge. About RTX Solutions RTX Solutions, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 20-40149) on Jan. 20,2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge William J. Fisher oversees the case. Steven B. Nosek, P.A., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. RUBIE'S COSTUME: Seeks to Hire Meyer Suozzi as Legal Counsel ------------------------------------------------------------ Rubie's Costume Company, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Meyer, Suozzi, English & Klein, P.C. as their bankruptcy counsel. The firm's services will include: (a) advising Debtors of their powers and duties in the continued management and operation of their businesses and properties; (b) advising Debtors regarding the conduct of their bankruptcy cases, including the legal and administrative requirements of operating in Chapter 11; (c) taking actions necessary to protect and preserve Debtors' bankruptcy estates, which include the prosecution of actions on Debtors' behalf and the defense of any actions commenced against Debtors; (d) preparing pleadings; (e) advising Debtors in connection with any potential sales of their assets; (f) court appearances; (g) assisting Debtors in negotiating, preparing and seeking confirmation of their Chapter 11 plan; (h) providing general corporate law, transactional, real estate and litigation services; and (i) performing all other necessary legal services including (i) an analysis of Debtors' leases and contracts; (ii) an analysis of the validity of liens against Debtors; and (iii) legal advice on corporate and litigation matters. The firm will be paid at hourly rates as follows: Shareholders $450 - $650 Of Counsel $275 - $550 Associates $200 - $400 Paraprofessionals $100 - $135 Meyer Suozzi received a retainer in the amount of $309,605.51 in February and a supplemental retainer in the amount of $150,000 in April. The firm made the following disclosures in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: 1. Meyer Suozzi did not agree to a variation of its standard billing arrangements. 2. No professional at Meyer Suozzi varied his rate based on the geographic location of Debtors' bankruptcy cases. 3. Meyer Suozzi has served as Debtors' general counsel for various matters for over 18 years. The attorneys who provided services for Debtors within the one-year period prior to the petition date and their hourly rates are as follows: April 2019 Rates April 2020 Rates ---------------- ---------------- Antongiovanni, Michael $425 $450 Brown, Lynn $425 $450 Kleinberg, Howard $500 - $625 $625 LoBello, Edward J. $500 - $625 $625 Marcucci, Matthew $395 $395 Millus, Paul F. $520 $530 Napolitano, Michael D. $450 $450 Rinaldi, Daniel B. $400 $400 Schlosser, Kevin $550 $575 Turro, Andrew J. $475 $485 Weiss, Jordan D. N/A $350 4. Meyer Suozzi and Debtors expect to develop a prospective budget and staffing plan, recognizing that in the course of Debtors' cases, there may be unforeseeable fees and expenses. Edward LoBello, Esq., at Meyer Suozzi, 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: Edward J. LoBello, Esq. Howard B. Kleinberg, Esq. Jordan D. Weiss, Esq. Meyer, Suozzi, English & Klein, P.C. 990 Stewart Avenue, Suite 300 Garden City, NY 11530 Telephone: (516) 741-6565 Facsimile: (516) 741-6706 Email: elobello@msek.com hkleinberg@msek.com jweiss@msek.com About Rubie's Costume Company Rubie's Costume Company Inc. is a distributor, manufacturer and designer of costume and party-related accessories that serve over 2,000 retail accounts. It also maintains licensing partnerships with top studios like Nickelodeon, Warner Bros, Lucasfilm, Marvel, and Disney for products inspired by WWE, Ghostbusters, Stranger Things, DC Comics, JoJo Siwa, Harry Potter, and Star Wars. Rubie's Costume Company and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 20-71970) on April 30, 2020. Rubie's Costume was estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the filing. Judge Alan S. Trust oversees the cases. Debtors have tapped Meyer, Suozzi, English & Klein, P.C. and Togut, Segal & Segal LLP as bankruptcy counsel; BDO USA, LLP as restructuring advisor; and SSG Capital Advisors LLC as investment banker. Kurtzman Carson Consultants is the claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2020. RUBIE'S COSTUME: Seeks to Hire Togut Segal as Co-Counsel -------------------------------------------------------- Rubie's Costume Company, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Togut, Segal & Segal LLP. Togut Segal will serve as co-counsel with Meyer, Suozzi, English & Klein, P.C., the other firm handling Debtors' Chapter 11 cases. The hourly rates for the firm's professionals are as follows: Frank A. Oswald $1,050 Partners $840 - $1,220 Associates $385 - $780 Counsel $750 - $945 Paralegals and Law clerks $195 - $390 The firm has received retainers aggregating $375,000. As of April 30, 2020, the retainer balance remaining was $116,758.10. Togut Segal made the following disclosures in response to the request for additional information set forth in Paragraph D.1. of the Appendix B Guidelines: 1. The firm did not agree to a variation of its standard or customary billing arrangements. 2. No professional at Togut Segal varied his rate based on the geographic location of Debtors' bankruptcy cases. 3. Togut Segal's pre-bankruptcy rates and terms were the same as its current rates and terms. 4. With their motion relating to the use of cash collateral, Debtors prepared a 13-week cash flow budget, which included items such as professional fees. Using this budget as a guide, Debtors expect to develop a specific prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, and any orders of the bankruptcy court. As the Chapter 11 cases continue to develop, Togut Segal will formulate a budget and staffing plan, which it will review with Debtors. Any disclosure of such budget and staffing plan will be retrospective only in conjunction with the filing of fee applications by the firm. Frank Oswald, Esq., at Togut Segal, 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: Frank A. Oswald, Esq. Brian Moore, Esq. Togut, Segal & Segal LLP One Penn Plaza, Suite 3335 New York, NY 10119 Telephone: (212) 594-5000 Email: frankoswald@teamtogut.com bmoore@teamtogut.com About Rubie's Costume Company Rubie's Costume Company Inc. is a distributor, manufacturer and designer of costume and party-related accessories that serve over 2,000 retail accounts. It also maintains licensing partnerships with top studios like Nickelodeon, Warner Bros, Lucasfilm, Marvel, and Disney for products inspired by WWE, Ghostbusters, Stranger Things, DC Comics, JoJo Siwa, Harry Potter, and Star Wars. Rubie's Costume Company and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 20-71970) on April 30, 2020. Rubie's Costume was estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the filing. Judge Alan S. Trust oversees the cases. Debtors have tapped Meyer, Suozzi, English & Klein, P.C. and Togut, Segal & Segal LLP as bankruptcy counsel; BDO USA, LLP as restructuring advisor; and SSG Capital Advisors LLC as investment banker. Kurtzman Carson Consultants is the claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2020. SM ENERGY: S&P Upgrades ICR to 'CCC+' After Distressed Exchange --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company SM Energy Co. to 'CCC+' from 'SD' (selective default). In addition, S&P is raising its rating on the company's senior unsecured notes to 'B-' from 'D'. S&P is raising the recovery rating to '2' from '3', indicating its expectation for significant (70%-90%; rounded estimate: 75%) recovery in the event of a default. At the same time, S&P assigning its 'B' rating and '1' recovery rating to SM's new senior secured second-lien notes. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. The upgrade follows SM's issuance of $447 million of new senior secured second-lien notes due 2025, which it exchanged for a portion of its existing senior unsecured notes with various maturities and its convertible notes due 2021. S&P viewed the unsecured debt transaction as a distressed exchange because, in its view, the investors received less than they were promised under the original securities as the company exchanged the notes at 55%-70% of par value. "We are raising our issuer credit rating on SM to reflect our forward-looking opinion of the company's creditworthiness," S&P said. The distressed exchange reduced SM Energy's outstanding gross debt by approximately $272 million and helped to alleviate near-term covenant pressures. However, S&P anticipates the company may be challenged to refinance its upcoming maturities beginning in 2022. Moreover, S&P sees a risk of SM continuing to repurchase its notes in the open market, and given the trading levels, the rating agency would likely view these transactions as distressed rather than purely opportunistic. S&P forecasts SM will be free cash flow positive in 2020 due to the 20% reduction in capital expenditures for the year; however, in 2021 the rating agency expects the company to significantly outspend its cash flows. The company is currently operating five rigs in the Midland Basin and one in South Texas and has one active completions crew in the Midland Basin. SM expects to reduce activity in the Midland Basin to four rigs in July. "The negative outlook reflects our view that SM will have difficulty refinancing its upcoming maturities in 2022 and beyond given current commodity and capital market conditions," S&P said. Furthermore, S&P sees a risk of note repurchases that it would view as distressed given the current trading levels. Additionally, beginning in 2021 S&P expects significant negative free cash flow and limited cushion under the company's 4x leverage covenant associated with its revolving credit facility. "We could lower our rating on SM if the company engages in a transaction that we view as distressed or if we believe the risk of a restructuring is elevated," S&P said. "We could raise our rating on SM if commodity prices materially improve and we believe the likelihood for further distressed transactions is remote," the rating agency said. SOUTH BEACH STREET: Taps Clayton Roper as Appraiser --------------------------------------------------- South Beach Street Development, Ltd. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Clayton, Roper & Marshall Inc. to conduct an appraisal of its real property in Daytona Beach, Fla. Clayton Roper will receive a flat fee of $3,000 for the appraisal. The firm will also charge Debtor for additional time spent at its standard rates, which range from $300 per hour for Craig Clayton and $150 per hour for P. Vaughn Fakess. The firm received a retainer fee of $5,000 from Jaymor Asset Management, Inc., an entity related to Debtor. Craig Clayton, a real estate appraiser with Clayton Roper, 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: Craig H. Clayton Clayton, Roper & Marshall Inc. 246 North Westmonte Drive Altamonte Springs, FL 32714 Telephone: (407) 772-2200 Facsimile: (407) 772-1340 Email: cclayton@crmre.com About South Beach Street Development South Beach Street Development, Ltd. is a single asset real estate entity that exists to own 2.73 acres of real property located in Volusia County, Fla. Debtor purchased the property to develop it for multifamily housing. South Beach Street Development, Inc. owns 1 percent interest in Debtor while Jaymor Financing Partnership I, Ltd. owns the remaining 99 percent limited partnership interest. South Beach Street Development filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02337) on April 23, 2020. At the time of filing, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Debtor has tapped Zimmerman Kiser & Sutcliffe, P.A. as its legal counsel. STONE OAK MEMORY: Unsec. Creditors to Get Full Payment over 2 Years ------------------------------------------------------------------- Debtor Stone Oak Memory Care, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, a Disclosure Statement describing its Plan of Reorganization dated May 28, 2020. Class 4 General Unsecured Claims with $60,704 estimated allowed claims. Class 4 shall be paid in full in 24 monthly installments. Class 7 Equity interest holders will retain their existing interests. The Plan contemplates that the Reorganized Debtor will continue to operate and generate sufficient net operating cash flow after payment of all operating expenses to pay the restructured debt service payments provided for in the Plan. On or before four years after the Effective Date, the Debtor will pay all remaining Allowed Claims by either selling the Property or refinancing its indebtedness. The Debtor will be managed by its managing member MedProperties Holdings, LLC. Its current president is Darryl Freiling. Day to day management of the Debtor's Property is provided by American Healthcare Management Group, LP. Joe Jasmon is the CEO and managing partner of American Healthcare. A full-text copy of the Disclosure Statement dated May 28, 2020, is available at https://tinyurl.com/y7srd3ku from PacerMonitor.com at no charge. Attorneys for Stone Oak: LAW OFFICES OF RAY BATTAGLIA, PLLC Raymond W. Battaglia 66 Granburg Circle San Antonio, Texas 78218 Telephone No. (210) 601-9405 E-mail: rbattaglialaw@outlook.com About Stone Oak Memory Care Stone Oak Memory Care, LLC, d/b/a Autumn Leaves of Stone Oak, owns and operates an adult memory care facility in Dallas, Texas. Stone Oak Memory Care sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-52375) on Sept. 30, 2019 in San Antonio, Texas. The petition was signed by Darryl Freling, Pres. of MedProperties Stone Oak Mgr, LL. As of the Petition Date, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. Judge Ronald B. King oversees the Debtor's case. The LAW OFFICES OF RAY BATTAGLIA, PLLC, is counsel to the Debtor. HMP Advisory Holdings, LLC d/b/a Harney Partners, is the financial advisor. TERRIER MEDIA: S&P Alters Outlook to Negative, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Terrier Media Buyer Inc. (Cox Media Group) and revised its outlook to negative from stable. S&P expects CMG's leverage to spike in 2020 and remain above 6.5x through 2021. "Its pro forma gross debt to average trailing-eight-quarters EBITDA was 5.9x as of Dec 31, 2019, but we expect declines in core broadcast advertising revenue from economic weakness will more than offset higher political revenue in 2020 from the U.S. presidential election, resulting in leverage spiking above our 6.5x downgrade threshold in 2020 and remaining above this level in 2021. The company has executed staff reductions, salary cuts, and other cost reduction efforts, but we believe this will likely be insufficient to offset the material decline in revenue," S&P said. While leverage will spike, S&P expects the company will still generate roughly 5% FOCF to debt in 2020. The company's healthy cash flow characteristics support the current rating, and the resolution of the negative outlook will be closely tied to CMG's cash flow generation over the next twelve months. The company had $150 million of cash on the balance sheet as of March 31, 2020, and will have more than sufficient liquidity to weather the downturn. Advertisers have already pulled back on spending. "We now forecast that U.S. real GDP will contract 5.2% in 2020, substantially more severe than our March forecast for a 1.3% decline. We believe the recession will reduce economic activity by roughly three times the decline reported during the Great Recession in one-third the time. Specifically, we expect declining consumer confidence and spending during the recession to reduce industrywide local core TV advertising, excluding political, 21.5% in 2020 and broadcast radio advertising revenue 23.5% in 2020," S&P said. "Given the shorter lead time for broadcast TV and radio advertising relative to other types of media, broadcasters started to feel the effects of the coronavirus' spread in March. We expect the steepest spending declines in the second and third quarters before modest improvement in the fourth. While the rate of the virus' spread and its potential peak is uncertain, we expect it to peak about midyear and be followed by a U-shaped recovery in the second half," the rating agency said. The negative outlook reflects the possibility that steeper-than-expected declines or a weak recovery in core advertising could cause leverage to remain above 6.5x and FOCF to debt to fall below 5% through the next political cycle in 2022. S&P could lower the rating under any of the following scenarios: -- If the declines in core advertising were more severe than S&P expected or if the recovery were delayed, such that FOCF to debt fell well below 5% in 2021; -- If S&P did not expect the company to reduce and sustain leverage below 6.5x; -- If the company used its cash and revolving credit facility availability to pursue acquisitions that were not immediately accretive and de-leveraging; or -- If the company pursued any shareholder rewarding initiatives that limited its ability to de-lever. S&P could revise the outlook to stable if all of the following occurred: -- Core advertising revenue showed signs of a substantial recovery, -- S&P expected FOCF to debt would remain above 5% through the downturn, and -- S&P expected leverage would decline below 6.5x by the next political cycle in 2022. TOPAZ SOLAR: S&P Raises Senior Secured Notes Rating to 'BB' ----------------------------------------------------------- S&P Global Ratings raised its rating on Topaz Solar Farms LLC senior secured notes to 'BB' from 'CCC+'. The upgrade reflects the imminent emergence of Pacific Gas & Electric Co. (PG&E) from bankruptcy and S&P's assignment of a 'BB-' issuer credit rating, with a stable outlook, on the utility. Topaz Solar Farms receives all of its revenue from the utility under a long-term power purchase agreement. S&P said, "We are capping our rating on Topaz Solar Farms LLC to the PG&E 'BB-' issuer credit rating, plus one notch for regulatory support, resulting in a rating cap of 'BB'. Our rating on the notes is likely to move up or down given a comparable change to the issuer rating on PG&E." "Our recovery rating on Topaz's bonds remains '1', indicating our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. We base the recovery rating on the value of the long-term power purchase agreement. The outlook on the debt rating is stable, with operations outperforming our expectations." Topaz Solar Farms LLC (Topaz) project is 550 MW solar power project in California's San Luis Obisbo County, near Bakersfield. The project began commercial operations in Oct. 2014, with completion on Feb. 2015. Topaz repays debt with cash flow from the 25‐year power purchase and sale agreement with PG&E, which needs the solar electricity to comply with California renewable energy regulations. Topaz uses First Solar's cadmium telluride thin-film panels, which we consider a proven technology. The project company is 100%-owned by BHE Renewables, LLC, a subsidiary of Berkshire Hathaway Energy Co. S&P Global Ratings raised its rating on Topaz's notes to 'BB' from 'CCC+'. S&P raised the rating to reflect the new 'BB-' counterparty rating on PG&E. The recovery rating on Topaz's notes is '1', indicating its expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P said, "Our rating on this project financing reflects that S&P Global Ratings assigned its 'BB-' issuer credit rating (ICR) to PG&E recently based on the pending emergence of the utility from bankruptcy. We cap the rating of Topaz to the counterparty dependency assessment (CDA) of any irreplaceable counterparties. We apply a one-notch uplift to the ICR to derive a CDA of 'bb', because the project delivers an essential service and there is a regulatory precedent that supports counterparty payments during bankruptcy. PG&E and its subsidiary utility have weathered two bankruptcies in the past several decades and it has honored its power contracts in both cases." "Before we downgraded PG&E on its path to bankruptcy, we rated Topaz 'BBB', limited by the credit quality of its parent, BHE Renewables, LLC, based on our linkage analysis. The project does not have an independent director or non‐consolidation opinion." "This still caps the rating but the revenue counterparty now presents a higher degree of risk to the rating. Our preliminary operations stand-alone credit profile (SACP) for Topaz is consistent with 'a-' as before the bankruptcy filing, and we expect downside performance during this period to remain at the 'aa' level because the project achieves 'bbb' credit metrics in our downside analysis. This results in a one-notch uplift, bringing the pre-counterparty operations SACP to 'a' prior to the 'bb' counterparty CDA cap and final rating of 'BB'." The outlook on the debt rating is stable, with operations outperforming our expectations. The rating is capped, however, by the creditworthiness of the revenue counterparty PG&E. S&P said, "We could raise the project rating in lock-step if the creditworthiness of the revenue counterparty improves above 'BB-' and we continue to see stable, long-term operations with expected debt service reserve coverage (DSCRs) through maturity of above 1.2x." "We could lower the rating if the creditworthiness of the revenue counterparty weakens to below 'BB-'. We could also lower the rating if the creditworthiness of parent BHE Renewables, LLC weakens to below the project's 'BB' rating. In addition, we could lower the rating if the solar resource is lower than we expect, plant availability is reduced, or increased panel degradation causes DSCRs to fall below 1.2x on a sustained basis." TOPAZ VILLAS: Unsecured Creditors to Get Full Payment by July 1 --------------------------------------------------------------- Debtor Topaz Villas, L.P. filed the Amended Plan of Reorganization and Amended Disclosure Statement dated May 28, 2020. Holders of General Unsecured Claims shall be paid in full in Cash on or before July 1, 2020. In the event of any failure of the Reorganized Debtor to timely make its required plan payments, which shall constitute an event of default under the Plan as to these Claimants, they shall send Notice of Default to the Reorganized Debtor. If the default is not cured within thirty (30) days of the date of such notice, the Holders of Allowed Claims may proceed to collect all amounts owed pursuant to state law without further recourse to the Bankruptcy Court. The Claimants are only required to send two (2) notices of default, and upon the third event of default, the Claimants may proceed to collect all amounts owed under state law without recourse to the Bankruptcy Court and without further notice. A full-text copy of the Amended Disclosure Statement dated May 28, 2020, is available at https://tinyurl.com/ybz4u4m7 from PacerMonitor.com at no charge. Attorneys for Topaz VILLAS, L.P.: Adam Corral Susan Tran Brendon Singh CORRAL TRAN SINGH, LLP 1010 Lamar, Suite 1160 Houston TX 77002 Tel: (832) 975-7300 Fax: (832) 975-7301 E-mail: Susan.Tran@ctsattorneys.com About Topaz Villas Topaz Villas, LP is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Topaz Villas filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 19- 36697) on December 2, 2019. The Hon. Jeffrey P. Norman oversees the case. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The petition was signed by Ronald Lozoff, manager, Topaz Villas Development GP, LLC. The Debtor is represented by Susan Tran Adams, Esq., at Corral Tran Singh, LLP. UNITED RESOURCE: July 30 Plan & Disclosure Hearing Set ------------------------------------------------------ On May 27, 2020, debtor United Resource, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, a Subchapter V Plan of Reorganization. On May 28, 2020, Judge Maria L. Oxholm ordered that: * The disclosure statement is granted preliminary approval, subject to any timely and proper objections. * July 20, 2020, is the deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan. * July 27, 2020, is the deadline for the debtor to file a verified summary of the ballot count. * July 30, 2020 at 11:00 a.m. in Room 1875, 211 W. Fort Street, Detroit, Michigan is the hearing on objections to final approval of the disclosure statement and confirmation of the plan. A copy of the order dated May 28, 2020, is available at https://tinyurl.com/ybl5zlkw from PacerMonitor at no charge. About United Resource United Resource, LLC -- https://www.unitedresourcellc.com/ --specializes in a full array of environmental services to industrial and municipal clients. It provides slurry management, storm water management, property maintenance, inspections and consulting, vacuum truck services, snow removal, sewer cleaning and televising, and waterblasting services. United Resource sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-43856) on March 15, 2020. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Maria L. Oxholm oversees the case. Schafer and Weiner, PLLC, is the Debtor's legal counsel. US TELEPACIFIC: S&P Alters Outlook to Negative, Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based competitive telecommunications provider U.S. TelePacific Holdings Corp.'s (d/b/a TPx Communications) to negative from stable and affirmed all ratings on the company, including the 'B-' issuer credit rating. S&P said, "The negative outlook reflects our expectation for lower revenue and cash flow due to sharp declines in business services revenue, which will keep leverage elevated in 2020. During the first quarter of 2020, TelePacific's revenue and EBITDA declined 8% and 31%, respectively, year-over-year due a sharp 23% drop in business services revenue. At the same time, growth from managed services, which includes unified communications as a service (UCaas), was much weaker than previous quarters, at about 1%. While its exposure to the retail and hospitality segments is low at around 13%, we believe weaker business conditions among its small to midsize business (SMB) customer base contributed to the steep revenue and cash flow decline. Furthermore, we believe the transition to a new business model more focused on technology services under new equity sponsor Siris Capital resulted in certain disruptions among its sales force. "Given our expectation for U.S. GDP to decline 5.2% in 2020, we believe it will be difficult for TelePacific to improve top-line trends. We believe many SMB customers will scale back operations while others will go out of business altogether. Therefore, we have lowered our base-case forecast for revenue and EBITDA in 2020. Excluding the company's preferred stock, which was canceled when the transaction closed, we expect adjusted debt to EBITDA to increase to the high-6x area in 2020 from 6x in 2019. We previously expected leverage in the high-4x area. "We expect negative working capital to exacerbate FOCF deficits. In addition to lower EBITDA, TelePacific is selling equipment to its customer base for its managed services on an installment basis, resulting in negative working capital. To partially fund these deficits, the company plans to enter into an equipment installment receivables facility. We expect higher receivables from customer business disruptions will exacerbate working capital pressures and contribute to large FOCF deficits in 2020. "We believe it will be challenging for TelePacific to fund its debt maturities over the next couple of years. TelePacific's $25 million senior secured revolving credit facility comes due in May 2022, and the $573 million outstanding (on a pro forma basis) on its term loan B matures in May 2023. Given the secular challenges facing the U.S. wireline industry and the company's deteriorating financial results, we believe TelePacific could be challenged to refinance these obligations when they come due." The company's near-term liquidity is adequate because of the equity infusion from Siris. As TelePacific transitions its business model, Siris bolstered the company's liquidity position with a $120 million equity infusion. Additionally, the company drew down on its $25 million revolver in March due to market volatility from COVID-19 to maximize its liquidity position. As of March 31, 2020, TelePacific had $110 million cash, which will enable it to remain in compliance with its bank credit facility covenants and fund near-term FOCF deficits. S&P said, "The negative outlook reflects weaker operating trends that will sharply reduce revenue and EBITDA in 2020. As a result, we expect large FOCF deficits and elevated leverage. If these trends continue, we believe it will be difficult for TelePacific to refinance its looming debt maturities. "We could lower the ratings if weaker economic conditions cause operating results to deteriorate more than our current base case forecast and ultimately render the capital structure as unsustainable over the long term. "Although less likely in the near term, we could revise the outlook to stable if revenue growth from managed services accelerates and the company achieves some targeted cost savings that help stabilize revenue and EBITDA or put it on the path to generating positive FOCF. We could also revise the outlook to stable if TelePacific refinances its debt maturities, which would provide more runway to transition its business." VILLA ABRIGO: Has Until July 8 to File Plan & Disclosures --------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has entered an order within which the deadline for debtor Villa Abrigo at Celeste, LLC, to file its plan and disclosure statement is extended to July 8, 2020. A copy of the order dated May 26, 2020, is available at https://tinyurl.com/yc9oxo7k from PacerMonitor at no charge. The Debtor is represented by: Brian K. McMahon, P.A 1401 Forum Way 6th Floor West Palm Beach, FL. 33401 Telephone: 561-478-2500 Facsimile: 561-478-3111 E-mail: briankmcmahon@gmail.com About Villa Abrigo at Celeste Villa Abrigo at Celeste, LLC, a privately held company based in Delray Beach, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-10285) on Jan. 9, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Erik P. Kimball oversees the case. The Debtor is represented by Brian K. McMahon, Esq. W&T OFFSHORE: Swings to $66 Million Net Income in First Quarter --------------------------------------------------------------- W&T Offshore, Inc., reported net income of $65.98 million on $124.13 million of total revenues for the three months ended March 31, 2020, compared to a net loss of $47.76 million on $116.08 million of total revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $1.01 billion in total assets, $145.42 million in total current liabilities, $668.06 million in long-term debt, $361.30 million in asset retirement obligations, $16.46 million in other liabilities, and a total stockholders' deficit of $182.34 million. Tracy W. Krohn, W&T's chairman and chief executive officer, stated, "Since the formation of W&T in 1983, we have been able to persevere through multiple pricing downturns in the past because our focus and strategy is to maximize cash flow generation and continuously improve the profitability of our assets, at any commodity price. We are very pleased that, thus far, none of our onshore or offshore employees have tested positive for COVID-19. However, the global COVID-19 pandemic coupled with supply and demand imbalances have created an environment of uncertainty across the oil sector and temporarily reduced oil prices to unprecedented low levels. We acted quickly to address these issues. We continue working to minimize the operational and financial impacts for the remainder of 2020, while also looking to preserve liquidity and value. We have reduced our capital expenditure budget for the remainder of 2020, shut-in a limited number of oil-weighted operated properties and experienced production shut-ins from non-operated oil and gas properties. Additionally, we are reducing LOE without compromising safety or our operational capabilities. We also recently completed our semi-annual borrowing base redetermination, which resulted in a modest reduction to the revolving credit facility and the amended agreement provides more manageable covenants in light of changes in oil prices and flexibility in both the current environment and going forward." "I am proud of how we have operated over the past three months and pleased with our strong first quarter results. Production was near the high end of guidance, we generated $62.1 million in Adjusted EBITDA, despite lower commodity prices, and we completed the acquisition of an additional 25% working interest in the deepwater Magnolia Field. After successfully addressing the unprecedented decline in oil prices in March and April, we are encouraged by the recent improvement in crude oil prices and the outlook for natural gas price improvements this winter. In addition, the proactive actions that we have undertaken to reduce capex and LOE coupled with our strong hedge book offering downside protection on commodity prices should allow us to continue to generate strong cash flow. Our management team's interests are highly aligned with those of our shareholders through management's 34% stake in the Company's equity, which ensures that we are doing what is best for the near-term and long-term profitability of W&T," concluded Mr. Krohn. Adjusted EBITDA for the first quarter of 2020 totaled $62.1 million, an increase of 9% compared to $56.9 million in the first quarter of 2019 primarily due to significantly higher production volumes that were partially offset by lower commodity prices. First quarter 2020 Adjusted EBITDA declined 21% from $79.0 million in the fourth quarter of 2019 primarily due to lower commodity prices. COVID-19 Response: W&T is committed to the health and safety of all its employees and contractors and has taken steps to ensure their continued safety in its response to the COVID-19 pandemic. At W&T's corporate offices, the Company mandated a work-from-home policy as of March 23, 2020 and assured that all employees had the ability to continue performing their work duties remotely. W&T recently reopened its corporate office and has implemented actions to protect its employees working in its offices including weekly temperature checks. The Company will continue to monitor the situation and will follow the advice of government and health leaders. For its field operations, the Company instituted screening of all personnel prior to entry to heliports and shorebases as well as its two Alabama gas plants, which includes a questionnaire and temperature check. The Company conducts daily temperature screenings at all offshore facilities and implemented procedures for distancing and hygiene at its field locations. Derivative (Gain) Loss: In the first quarter of 2020, W&T recorded a net gain of $61.9 million on its outstanding commodity derivative contracts, of which $52.5 million was an unrealized commodity derivative gain. This compared to a net loss of $48.9 million in the first quarter of 2019 of which $50.5 million was an unrealized commodity derivative loss and a net loss of $18.7 million in the fourth quarter of 2019 of which $18.1 million was an unrealized commodity derivative loss. In the first quarter of 2020, W&T added natural gas Henry Hub costless collars on 40,000 Mcf per day of production for the period April 1, 2020 through Dec. 31, 2022 with a floor of $1.83 per Mcf and a ceiling of $3.00 per Mcf. Since the end of the first quarter of 2020, W&T added Henry Hub costless collars on 20,000 Mcf per day of production for the period Jan. 1, 2021 through Dec. 31, 2021 with a floor of $2.17 and a ceiling of $3.00, and on 10,000 Mcf per day of production for the same period with a floor of $2.20 and a ceiling of $3.00, as well as Henry Hub costless collars on 10,000 Mcf/d of production for the period May 1, 2020 through Dec. 31, 2020 with a floor of $1.75 and a ceiling of $2.58. The Company also recently added crude oil swaps on 1,000 Bopd for January 2021 through December 2021 at a weighted average price of $41.00 per barrel. Interest Expense: Interest expense, net of interest income, as reported in the income statement, in the first quarter of 2020 was $17.1 million compared with $16.3 million in the same period in 2019 and $16.6 million in the fourth quarter of 2019. The increase was primarily driven by increased interest expense incurred following the draw-down of a portion of the credit facility to fund the Mobile Bay acquisition announced in 2019. Income Tax: W&T recorded an income tax expense of $6.5 million in the first quarter of 2020 compared to an income tax expense of $0.2 million in the first quarter of 2019 and an income tax benefit of $8.2 million in the fourth quarter of 2019. For the three months ended March 31, 2020, W&T's effective tax rate primarily differed from the statutory Federal tax rate for adjustments recorded that related to the enactment of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") on March 27, 2020. For example, the Cares Act modified the business interest expense limitation. For the three months ended March 31, 2019, immaterial deferred income tax expense was recorded due to dollar-for-dollar offsets by the Company's valuation allowance. The effective tax rate on pre-tax income was 9.0% for the three months ended March 31, 2020 and was not meaningful for the three months ended March 31, 2019. As of March 31, 2020 and Dec. 31, 2019, W&T had current income taxes receivable of $1.9 million, which relates primarily to a net operating loss carryback claim for 2017 that was carried back to prior years. W&T is not currently forecasting any cash income tax expense for the near-term, and a portion of the Company's deferred tax assets remain partially offset by a valuation allowance. Balance Sheet, Cash Flow and Liquidity: Net cash provided by operating activities for the three months ended March 31, 2020 was $84.3 million. Total liquidity on March 31, 2020 was $211.8 million, consisting of cash and cash equivalents of $47.6 million and $164.2 million of availability under W&T's revolving bank credit facility. In February 2020, W&T paid down its revolving credit facility by $25 million with a portion of its free cash flow. At March 31, 2019, the Company had $80.0 million in borrowings on its revolving credit facility and $5.8 million of letters of credit outstanding. Total long-term debt, including $80.0 million in revolving credit facility borrowings, was $668.1 million net of unamortized debt issuance costs. W&T was in compliance with all applicable covenants of the Credit Agreement and the Senior Second Lien Notes indenture as of March 31, 2020. During the three months ended March 31, 2020, W&T repurchased $27.5 million in principal of its outstanding 9.75% Senior Second Lien Notes for $8.5 million and recorded a non-cash gain of $18.5 million related to the purchase. Since the end of the first quarter of 2020, W&T repurchased an additional $45.1 million in outstanding notes for $15.3 million. In total, W&T has reduced the amount of its long-term debt associated with its Senior Second Lien Notes by $72.5 million to $552.5 million since year-end 2019 for $23.9 million, resulting in annualized interest savings of $7.1 million. W&T's bank group recently completed its regularly scheduled spring borrowing base redetermination. The borrowing base was set by the bank group at $215 million, down modestly from $250 million. In connection with the borrowing base redetermination, the Credit Agreement was amended to provide a suspension of the total leverage covenant and the addition of a first lien leverage covenant of 2.00 to 1.00 through year-end 2021. The amendments also include some increased pricing and hedging requirements of 50% of oil and gas proved developed producing production for 18 months. The next regularly scheduled redetermination is in the fall of 2020. As of June 17, 2020, following the borrowing base redetermination and the recent bond repurchases, total liquidity stood at $156 million, comprised of about $27 million in cash and $129 million in availability under W&T's revolving credit facility. Capital Expenditures: Due to the recent sharp decline in oil prices, W&T has suspended drilling and completion activities and significantly reduced its estimate of 2020 capital expenditures to $15 million to $25 million from its prior level of $50 million to $100 million. Capital expenditures for oil and gas properties in the first quarter of 2020 (excluding acquisitions) were $9.5 million related to its 2020 capital budget and $24.0 million related to the 2019 budget that were paid in early 2020, for a total of $33.5 million on a cash basis. During the first quarter of 2020, W&T also closed the acquisition of the remaining 25% working interest in the Magnolia Field for approximately $2.2 million, adjusted for customary closing costs. OPERATIONS UPDATE W&T successfully drilled one well in the first quarter of 2020 at East Cameron 338/349 but has since suspended all other drilling activity in the current uncertain pricing environment. East Cameron 338/349 Cota (operated, shallow water, in JV Drilling Program): W&T successfully drilled its first well of 2020 in the East Cameron 338/349 Field. The well is in over 290 feet of water and was drilled to a total depth of over 6,000 feet and encountered approximately 100 feet of net oil pay. Initial production is planned for the first half of 2021, subject to the commodity price environment and the completion of certain infrastructure projects. The Company has a 20% interest in the EC 338/349 Cota well. W&T's interest will increase to 38.4% once the well is brought online and performance thresholds are met. Well Recompletions and Workovers: During the first quarter of 2020, the Company performed one recompletion and four workovers that in total added approximately 700 net Boe/d to production. W&T currently plans to continue to perform recompletions and workovers that meet economic thresholds. Gulf of Mexico Lease Sale 254: As previously announced, W&T was the apparent high bidder on two blocks in the Gulf of Mexico Lease Sale 254 held by the BOEM on March 18, 2020, which included one deepwater block, Garden Banks block 782, and one shallow water block, Eugene Island Area South Addition block 345. These two blocks cover a total of approximately 10,760 acres and, if awarded, the Company will pay approximately $708,500 for a 100% working interest in the awarded leases combined. The shallow water block has a five-year lease term and 12.5% royalty, while the deepwater block has a seven-year lease term and an 18.75% royalty. W&T expects to receive the final award results in the next 60 days. 2020 Guidance Due to the recent sharp decline in oil prices, W&T significantly reduced its 2020 capital spending expectations and has also reduced its planned asset retirement expenditures. As of April 20, 2020, W&T temporarily shut-in production of approximately 3,300 Boe/d in selected oil-weighted fields operated by the Company but its Mahogany field and its key natural gas fields including its Mobile Bay complex were not affected. The Company continues to monitor these fields to determine the appropriate timing of returning these fields to production. W&T's production was also deferred at certain non-operated fields. Those third-party deferrals totaled approximately 3,400 Boe/d net to W&T. Recently, approximately 2,900 Boe/d of third party deferrals were returned to production. Lastly, W&T temporarily shut-in a portion of its production due to Tropical Storm Cristobal which resulted in a total of approximately 110,000 net Boe of deferred production. There was no material damage done by the storm to any of W&T's infrastructure. As a result of the combination of ongoing uncertainty in commodity markets, production curtailments, and proactive efforts to continually reduce costs in the lower price environment, the Company has withdrawn the annual guidance it provided earlier this year and will provide such guidance again in the future when there is increased forward visibility in oil and gas markets. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/c3y7Mv About W&T Offshore W&T Offshore, Inc. -- www.wtoffshore.com -- is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. The Company currently has working interests in 51 producing fields in federal and state waters and has under lease approximately 815,000 gross acres, including approximately 595,000 gross acres on the Gulf of Mexico Shelf and approximately 220,000 gross acres in the Gulf of Mexico deepwater. A majority of the Company’s daily production is derived from wells it operates. * * * As reported by the TCR on April 15, 2020, S&P Global Ratings lowered the issuer credit rating on W&T Offshore Inc. to 'CCC+' from 'B-'. "We expect financial measures, cash flow, and liquidity to weaken as a result of lower crude oil and natural gas prices. The downgrade reflects the significant decline in our oil price assumptions due to the cessation of OPEC+'s production limits and the resulting price war between Saudi Arabia and Russia, exacerbated by the unprecedented reduction in demand stemming from the coronavirus. In particular, we expect average crude oil prices to be significantly lower for the remainder of 2020, including WTI at $25 per barrel (bbl) and Brent at $30 per barrel. At these levels, financial performance and liquidity will be well below our expectations," S&P said. Also in April 2020, Moody's Investors Service downgraded W&T Offshore, Inc.'s Corporate Family Rating to Caa2 from B3. "The downgrade of W&T's ratings reflects the negative impact from the weak oil and gas price environment on credit quality, increased refinancing risks as debt maturities approach and a high cost of capital which elevates risks of restructuring and default," said Jonathan Teitel, Moody's Analyst. WEATHERS PROPERTIES: Gets Approval to Hire Launch Real Estate ------------------------------------------------------------- Weathers Properties, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Launch Real Estate as its real estate agent. The firm will assist in the sale of Debtor's real property located at 6848 East Meadowlark Lane, Paradise Valley, Ariz. Launch Real Estate will receive a 5 percent commission on the total sales price, of which 2 percent will be paid to the buyer's broker, if applicable. Allan Bone, the firm's real estate agent who will be providing the services, disclosed in court filings that he does not hold any interest adverse to Debtor and its bankruptcy estate. The firm can be reached at: Allan Bone Launch Real Estate 4167 North Marshall Way Scottsdale, AZ 85251 Telephone: (480) 776-1555 Email: allannbone@gmail.com About Weathers Properties Weathers Properties LLC is the fee simple owner of a residential property located at 6848 East Meadlowlark Lane, Paradise Valley, Ariz. The property has an appraised value of $3 million. Weathers Properties filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 20-06990) on June 10, 2020. In its petition, Debtor disclosed $3,000,000 in assets and $2,261,268 in liabilities. Judge Eddward P. Ballinger Jr. presides over the case. Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., is Debtor's bankruptcy counsel. WESTERN HOST: Disclosure Statement Hearing Reset to Aug. 12 ----------------------------------------------------------- Judge Brian K. Tester has entered an order within which the hearing on approval of the disclosure statement scheduled for May 27, 2020 at 2:00 p.m. will now be held on Aug. 12, 2020 at 2:00 PM, at the United States Bankruptcy Court, Jose V. Toledo Federal Building and U.S. Courthouse, 300 Recinto Sur, Courtroom No. 1, Second floor, San Juan, Puerto Rico. A copy of the order dated May 26, 2020, is available at https://tinyurl.com/y7wxo58k from PacerMonitor at no charge. 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 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. YETI INVESTMENT: To Pursue Property Sale/Refinancing to Fund Plan ----------------------------------------------------------------- Debtor Yeti Investments, LLC, filed with the United States Bankruptcy Court for the Eastern District of Texas, Sherman Division, a Plan of Reorganization and a Disclosure Statement on May 28, 2020. The Debtor is current owned by Guarab Basnet 85% and Surya Khadaka 15%. After confirmation the ownership will remain the same. Neither Basnet nor Khadaka will receive a salary from the Debtor. The Reorganized Debtor will continue in business until the sale of the Property. The Plan will break the existing claims into 6 categories of Claimants. These claimants will receive cash payments on the Effective Date. Class 5 Claimant (Allowed Unsecured Creditors Claims) are impaired. The Debtor is not currently aware of any unsecured creditors, however, in the event there are any unsecured creditors, they will be paid from the net proceeds of the sale or refinancing of the Property. In the event of a sale or refinancing, the unsecured creditors will receive up to 100% of their allowed claim based upon the final sales price or refinancing amount. Class 6 Claimants (Current Ownership) is not impaired under the Plan and shall be satisfied by retaining their interest in the Debtor. The Debtor will continue to operate the business to fund the Plan. The Plan is premised on the Debtor's continued lease of the Property to Alvin. Based upon the rental rate, the Debtor believes the Plan to be feasible. Under this Plan, the current lease with Alvin is specifically assumed by the Debtor. A full-text copy of the Disclosure Statement dated May 28, 2020, is available at https://tinyurl.com/yb4te72t from PacerMonitor at no charge. Attorneys for the Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road Suite 1100 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 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 filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 20-40627) on March 2, 2020. At the time of filing, Debtor reported $3,900,000 of total assets and $2,156,000 of total liabilities. The Debtor's counsel is Eric A. Liepins, Esq., of ERIC A. LIEPINS. YOUNG SMILES: Plan to be Funded by Continued Business Operations ---------------------------------------------------------------- Debtor Young Smiles Pediatric Dentistry and Spa, P.A., filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, a Disclosure Statement describing its Plan of Reorganization dated May 26, 2020. Class 1 consists of Secured claim of BBVA USA f/k/a Compass Bank (Claim No. 1). This claim is for the total amount of $794,778 Class 2 consists of Secured claim of Bank of America, N.A. (Claim No. 3). This claim is for the total amount of $277,107. There are no non-tax Priority Claims. There are no general unsecured claims. Class 3 - Equity Security Holders of the Debtor. The Debtor will retain its equity in the property of the bankruptcy estate postconfirmation. Payments and distributions under the Plan will be funded by the income received through the continued business operations of the Debtor or Reorganized Debtor. The Debtor intends to retain its current management and will continue to implement changes in its business model for more cost-effective operations, in addition to pursuing new sales development lines, increasing subcontractor opportunities, and other new customer opportunities. The Post-Confirmation Manager of the Debtor, and their compensation, shall be as follows: Kera Young is the Manager of the Debtor and her salary is $5,000 monthly. A full-text copy of the Disclosure Statement dated May 26, 2020, is available at https://tinyurl.com/ydbx2cag from PacerMonitor at no charge. Attorney for Debtor: Samantha L. Dammer Tampa Law Advocates, P.A. 620 E. Twiggs Street, Suite 110 Tampa, FL 33602 Tel: (813) 288-0303 E-mail: sdammer@attysam.com About Young Smiles Pediatric Dentistry & Spa P.A. Young Smiles Pediatric Dentistry & Spa, P.A. -- https://youngsmilesdental.net/ -- offers dental services for infants, children, and adolescents. Young Smiles Pediatric Dentistry & Spa, P.A., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.19-08904) on Sept. 20, 2019. In the petition signed by Dr. Kera Young, president, the Debtor disclosed $277,974 in assets and $1,040,400 in liabilities. Samantha L. Dammer, Esq., at Tampa Law Advocates, P.A., is the Debtor's counsel. ZOOMINFO LLC: Moody's Hikes CFR to B2, Outlook Positive ------------------------------------------------------- Moody's Investors Service upgraded ZoomInfo, LLC's Corporate Family Rating to B2 from B3 and its Probability of Default Rating to B2-PD from B3-PD. Concurrently, Moody's affirmed the B2 rating on ZoomInfo's senior secured first lien credit facility (revolver and term loan), assigned an SGL-1 Speculative Grade Liquidity rating, and withdrew the Caa2 rating on its senior secured second lien term loan. The rating upgrade reflects the reduction of leverage to about 5.3x from 10.2x (Moody's adjusted) as of March 31, 2020 following ZoomInfo's repayment of its second lien term loan, Series A preferred stock, revolver borrowings and a portion of its first lien term loan. The company's pro forma cash adjusted debt-to-EBITDA is a more manageable 4.4x at March 31, 2020, when further adjusting for stock-based compensation. "The debt reduction and increase in cash by more than $180 million from the proceeds of the IPO significantly enhance ZoomInfo's financial flexibility to support investment in R&D and new products," said Moody's AVP-Analyst Oleg Markin. Moody's adjusted debt-to-EBITDA is expected to decline well below 5.0x at the end 2021, driven by the company's mid-teens revenue and EBITDA growth, realization of acquisition synergies and modest debt repayments. The rating upgrade is also supported by the expectation that as a publicly traded company with a stronger balance sheet, ZoomInfo will maintain more moderate financial policy. The consortium of private equity investors and the founder currently retain a significant ownership interest in the company. Upgrades: Issuer: ZoomInfo, LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Assignments: Issuer: ZoomInfo, LLC Speculative Grade Liquidity Rating, Assigned SGL-1 Affirmations: Issuer: ZoomInfo, LLC Senior Secured First Lien Bank Credit Facility, Affirmed B2 (LGD3) Withdrawals: Issuer: ZoomInfo, LLC Senior Secured Second Lien Bank Credit Facility, Withdrawn, previously rated Caa2 (LGD5) Outlook Actions: Issuer: ZoomInfo, LLC Outlook, Changed to Positive from Stable RATINGS RATIONALE ZoomInfo's B2 CFR reflects Moody's expectations for revenue growth of approximately 15% and solid free cash flow in the 20% range of total debt over the next 12-18 months despite the current headwinds related to the economic slowdown. Moody's projects ZoomInfo's debt-to-EBITDA leverage (Moody's adjusted) to decline well below 5.0x by the end of 2021, from approximately 5.3x pro forma for the IPO, largely driven by EBITDA growth. The company has a publicly stated commitment to a more conservative financial policy with a long-term leverage target of less than 3.0x (based on management's calculation), which equates to about 4.0x on a Moody's basis. ZoomInfo has a defensible market position, including its contributory data model that guarantees 95% data accuracy and fully integrates into several leading customer relationship management (CRM) and market systems, a source of a competitive advantage over large and small data providers. The company's highly predictable and recurring annual subscription-based revenues, historically strong retention rates and very good profitability also provide credit support. Conversely, ZoomInfo's rating is constrained by its moderately high debt-to-EBITDA and a small revenue base that is exposed to cyclical client spending. The company lacks product and geographic diversification and operates within the highly competitive sales intelligence data market given the presence of large and small providers with relatively low barriers to entry. ZoomInfo does not have a record of conservative financial policies as a publicly-controlled company. The positive outlook reflects Moody's expectations that ZoomInfo's credit metrics will continue to strengthen from solid revenue and free cash flow growth. Moody's expects ZoomInfo revenues to grow by about 15% and this will drive free cash flow to about 20% of total adjusted debt over the next 12 to 18 months, from 10% in 2020. Moody's expects ZoomInfo's debt-to-EBITDA (Moody's adjusted) to progressively decline below 5.0x over this period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could be upgrade the ratings if ZoomInfo profitable grows its scale and diversity, achieves and maintains debt-to-EBITDA (Moody's adjusted) below 5.0x, free cash flow-to-debt (Moody's adjusted) is in the double-digits and maintains good liquidity. The upgrade would also be likely as the private equity ownership declines over time and the company establishes and maintains balanced financial policies. The ratings could be pressured if operating performance is weaker than expected or free cash flow-to-debt (Moody's adjusted) is below 5% on sustained basis. The ratings could also be downgraded if Moody's believes that the company's debt-to-EBITDA (Moody's adjusted) will be sustained above 6.0x times. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation that ZoomInfo will maintain very good liquidity over the next 12-15 months. Sources of liquidity consist of robust cash balances in excess of $200 million following its IPO and debt paydowns, expectation for strong free cash flow generation to debt around 20%, and full access to a $100 million revolving credit facility due February 2024. The required term loan amortization has been prepaid as part of this transaction through the term of the loan. The revolver has a springing consolidated first lien leverage covenant of 7.65x that will be triggered when borrowings exceed 35% of availability. There is no financial maintenance covenant applicable to the term loan. Moody's does not expect the covenant to be triggered over the near term and believe there is ample cushion within the covenant based on its projected earnings levels for the next 12-15 month. Headquartered in Vancouver, WA, ZoomInfo is a subscription-based B2B company that allows sales and marketing professionals to gain access to accurate information on firmographic data, company contacts, organizational charts, technology and real time projects on their target accounts. Following the June 2020 IPO, ZoomInfo is a publicly traded company on NASDAQ: ZI. Moody's projects the company's annual revenue to exceed $400 million in 2020. ZoomInfo is majority owned by TA Associates, the Carlyle Group, 22C Capital and the founder Henry Schuck. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. [^] BOOK REVIEW: Bendix-Martin Marietta Takeover War ---------------------------------------------------- MERGER: The Exclusive Inside Story of the Bendix-Martin Marietta Takeover War Author: Peter F. Hartz Publisher: Beard Books Soft cover: 418 pages List Price: $34.95 Review by Gail Owens Hoelscher William Agee, the youngest man ever to head one of the top 100 American corporations, seemed unstoppable. In 1977, at the age of 39, he took over Bendix Corporation, an aerospace, automotive, and industrial firm, determined to diversify the company out of the automotive industry. In his words, "Automobile brakes are in the winter of their life and so is the entire automobile industry." He sold off a few Bendix units, got some cash together, and began to look for acquisitions. Then Agee's relationship with Mary Cunningham burst into the news. Agee had promoted Cunningham from his executive assistant to vice president, to the outrage of other Bendix employees. Their affair, replete with power, brains, youth, good looks, charm, denial, and deceit, fascinated the American public. Cunningham was forced to leave Bendix to work for Seagrams, with the entire country wondering just how well she would do. The two divorced their respective spouses and married soon thereafter. To the chagrin of many, Cunningham continued to play a pivotal role in Bendix affairs. Eager to regain his standing, Agee turned to acquisition as soon as the gossip died down. A failed attempt to acquire RCA left him more determined than ever. He then set his sights on Martin-Marietta, an undervalued gem in the 1982 stock market slump. Thus began an all-out war of tenders and countertenders, egoism and conceit, half-truths and dissimulation, and sudden alliances and last-minute court decisions. This is a very exciting account of the war's scuffles, skirmishes, and battles. The author, son of a long-time Bendix director, was able to interview some of the major participants who most likely would have refused the requests of other authors. Some gave him access to personal notes from the various proceedings. The author thoroughly researched the documents involved in the takeover war, as well as news reports and press releases. He explains the complicated legal maneuverings very clearly, all the while keeping the reader entertained with the personal lives and thoughts of the players. People love this book. The New York Times Book Review said "Aggression and treachery, hairbreadth escapes and last-minute reversals, "white knights" and "shark repellants" -- all of these and more can be found in the true-life adventure of the Bendix-Martin Marietta merger war." The Wall Street Journal said "Merger brims with tension, authentic-sounding dialogue and insider detail." Peter F. Hartz was born in Toronto, Canada, in 1953, and moved to the U.S. as a child. He holds degrees from Colgate University and Brown University. He lives in Toluca Lake, California. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***