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T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, July 21, 2020, Vol. 24, No. 202
Headlines
AMBAY PLASTIC: Seeks to Hire Johnson Pope as Counsel
APEX LINEN: Hires Mr. Nerland of GlassRatner as CRO
APEX LINEN: Hires Stretto as Claims and Noticing Agent
AREWAY ACQUISITION: Examiner Hires McDonald Hopkins as Counsel
BACK TO LIFE: Seeks to Hire Maxwell Dunn as Counsel
BAY CLUB OF NAPLES: Hires Genovese Joblove as Special Counsel
BJ SERVICES: Case Summary & 30 Largest Unsecured Creditors
BJ SERVICES: In Chapter 11 to Sell Assets
BROOKS BROTHERS: Hires Prime Clerk as Claims and Noticing Agent
CALIFORNIA RESOURCES: Moody's Cuts PDR to D-PD on Bankr. Filing
CARITAS INVESTMENT: Hires Sotheby's International as Realtor
CARPENTER TECHNOLOGY: Moody's Gives '(P)Ba3' Rating to Unsec. Debt
CASA INVESTMENT: Seeks to Hire Eugene D. Roth as Counsel
CENTERPOINTE INSURANCE: Hires Nelson Comis as Counsel
CHAPARRAL ENERGY: S&P Cuts ICR to 'D' on Missed Interest Payment
CIRQUE DU SOLEIL: Gets Initial Order Under CCAA
CONTURA ENERGY: Stockholders Pass All Three Proposals
COREY DEMON SIMS: Wen Buying Los Angeles Property for $775K
COVIA HOLDINGS: Hires Ernst & Young as Auditor
COVIA HOLDINGS: Hires Kobre & Kim as Special Litigation Counsel
COVIA HOLDINGS: Hires KPMG LLP as Tax Consultant
COVIA HOLDINGS: Hires PJT Partners as Investment Banker
COVIA HOLDINGS: Seeks to Hire Kirkland & Ellis as Counsel
DAVIDSTEA INC: Gets Initial CCAA Stay; PwC Named Monitor
DEAN & DELUCA: Seeks to Hire MaloneBailey as Tax Accountant
ELWOOD ENERGY: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
EMBLEMHEALTH INC: A.M. Best Affirms B- ICRs on Insurance Units
EMPIRE RESORTS: Fitch Assigns 'B(EXP)' IDR, Outlook Negative
EXGEN RENEWABLES: S&P Upgrades ICR to 'B+'; Outlook Stable
EXTRACTION OIL: Fitch Withdraws 'D' LT IDR Amid Bankruptcy
FIELD OF FLOWERS: Hires Gamberg & Abrams as Bankruptcy Counsel
FIRST BRANDS: S&P Affirms 'B' ICR on Proposed Acquisitions
FITNESS INTERNATIONAL: S&P Alters Outlook to Neg., Affirms CCC+ ICR
GKS CORPORATION: Hires Whittlesey PC as Accountant
GREYSTAR REAL ESTATE: S&P Downgrades ICR to 'B+'; Outlook Stable
HIGH GROUND: Seeks to Hire Paul Reece as Attorney
IMMUCOR INC: S&P Raises ICR to CCC+; Rating Subsequently Withdrawn
IRI HOLDINGS: Fitch Affirms B LongTerm IDR, Outlook Stable
JAMES CANDY: Seeks to Hire Levin Commercial as Realtor
KC CULINARTE: Moody's Cuts CFR to B3 & Alters Outlook to Negative
KNOB HILL: Seeks to Hire Philip J. McNutt as Counsel
KRONITE INTERNATIONAL: Gets CCAA Protection; BDO Is Monitor
LAKELAND HOLDINGS: S&P Cuts ICR to CCC- on Deteriorating Liquidity
LANDAU BKN: Seeks to Hire Zachar Law Firm as Special Counsel
MARYLAND ECONOMIC: S&P Cuts Rating on 2018 A-B Rev. Bonds to 'BB'
MCD ENTERPRISES: Seeks to Hire DeMarco Mitchell as Counsel
MJW FILMS: Hires John Glassgow as Tax Preparer
MORAVIAN MANORS: Fitch Affirms BB+ on Series 2019A & 2019B Bonds
MOUNTAIN PROVINCE: Moody's Cuts CFR to Caa3, Outlook Negative
MTS SYSTEMS: S&P Lowers ICR to 'B+' on Weakening Business Prospect
NCL CORP: S&P Rates New $675MM Senior Secured Notes 'BB'
NEUMEDICINES INC: Case Summary & 20 Largest Unsecured Creditors
NORTHERN SILICA: Gets Initial CCAA Stay Order
PERMIAN HOLDCO: Case Summary & 30 Largest Unsecured Creditors
RYAN SPECIALTY: Moody's Assigns B1 CFR, Outlook Stable
SK BLUE: S&P Downgrades ICR to 'B-'; Outlook Negative
SUNTECH DRIVE: Proposes a Sale of All Assets to Premier Energy
TERRAFORM POWER: S&P Affirms 'BB-' Long-Term ICR; Outlook Stable
TWO RIVERS: Appointment Interim Chief Financial Officer
WESTPORT HOLDINGS: Trustee's Selling Causes of Action v. Valley
[^] Large Companies with Insolvent Balance Sheet
*********
AMBAY PLASTIC: Seeks to Hire Johnson Pope as Counsel
----------------------------------------------------
Ambay Plastic Surgery, P.A., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Johnson Pope Bokor Ruppel & Burns, LLP, as counsel to the Debtor.
Ambay Plastic requires Johnson Pope to:
a. advise the Debtor of its duties and obligations under the
Bankruptcy Code;
b. analyze and pursue avoidance actions if in the best
interest of the estate;
c. prepare motions, pleadings and other legal papers; and
d. assist the Debtor in taking all legally appropriate steps
to effectuate compliance with the Bankruptcy Code.
Johnson Pope will be paid at the hourly rate of $410.
The Debtor paid John Pope a retainer of $15,000 on July 3, 2020,
including the filing fee.
Johnson Pope will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alberto F. Gomez, Jr., partner of Johnson Pope Bokor Ruppel &
Burns, LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Johnson Pope can be reached at:
Alberto F. Gomez, Jr.
Johnson Pope Bokor Ruppel & Burns, LLP
401 E. Jackson St., Suite 3100
Tampa, FL 33602
Tel: 813-225-2500
Fax: 813-223-7118
E-mail: Al@JPFirm.com
About Ambay Plastic Surgery
Ambay Plastic Surgery, PA, offers facelift, breast augmentation,
body contouring, and many non-surgical cosmetic enhancement.
Ambay Plastic Surgery, PA, based in Wesley Chapel, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-05214) on July 7,
2020.
In its petition, the Debtor was estimated to have $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The petition was signed by Raj S. Ambay, MD, president.
Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy
counsel.
APEX LINEN: Hires Mr. Nerland of GlassRatner as CRO
---------------------------------------------------
Apex Linen Service LLC, and its debtor-affiliates, seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Jeff Nerland of GlassRatner Advisory & Capital Group LLC, as
chief restructuring officer to the Debtors.
Apex Linen requires GlassRatner to:
(a) assist in all aspects of the Debtors' business activities
and operations, including budgeting, cash management, and
financial management;
(b) negotiate with vendors, customers, and other creditors;
(c) review daily operating activity;
(d) evaluate liquidity options including restructuring,
refinancing, and reorganizing; and
(e) act as a representative of the Debtors in court hearings,
as appropriate.
GlassRatner will be paid at these hourly rates:
Jeff Nerland $495
Staffs $175 to $395
GlassRatner will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeff Nerland, senior managing director of GlassRatner Advisory &
Capital Group LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
GlassRatner can be reached at:
Jeff Nerland
GLASSRATNER ADVISORY &
CAPITAL GROUP LLC
19800 MacArthur Blvd., Suite 820
Irvine, CA 92612
Tel: (949) 407-6627
E-mail: jnerland@glassratner.com
About Apex Linen Service LLC
Apex Linen Service LLC, based in Las Vegas, NV, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 20-11774) on July 6, 2020. The Hon. Laurie Selber
Silverstein presides over the case. GOLDSTEIN & MCCLINTOCK LLLP,
serves as bankruptcy counsel. GlassRatner Advisory & Capital Group
LLC, as chief restructuring officer. Stretto, as claims and
noticing agent.
In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Chris
Bryan, president and authorized representative.
APEX LINEN: Hires Stretto as Claims and Noticing Agent
------------------------------------------------------
Apex Linen Service LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Stretto, as claims and noticing agent to the Debtors.
Apex Linen requires Stretto to:
(a) assist the Debtor with the preparation and distribution of
all required notices and documents in accordance with the
Bankruptcy Code and the Bankruptcy Rules in the form and
manner directed by the Debtor and/or the Court, including:
(i) notice of any claims bar date, (ii) notice of any
proposed sale of the Debtor's assets, (iii) notices of
objections to claims and objections to transfers of
claims, (iv) notices of any hearings on a disclosure
statement and confirmation of any plan of reorganization,
including under Bankruptcy Rule 3017(d), (v) notice of the
effective date of any plan, and (vi) all other notices,
orders, pleadings, publications and other documents as the
Debtor, Court, or Clerk may deem necessary or appropriate
for an orderly administration of this chapter 11 case;
(b) maintain an official copy of the Debtor's schedules of
assets and liabilities and statements of financial affairs
(collectively, the "Schedules"), listing the Debtor's
known creditors and the amounts owed thereto;
(c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002(i), (j) and (k) and those parties
that have filed a notice of appearance pursuant to
Bankruptcy Rule 9010; update and make said lists available
upon request by a party-in-interest or the Clerk;
(d) furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a
proof of claim, after such notice and form are approved by
the Court, and notify said potential creditors of the
existence, amount and classification of their respective
claims as set forth in the Schedules, which may be
effected by inclusion of such information (or the lack
thereof, in cases where the Schedules indicate no debt due
to the subject party) on a customized proof of claim form
provided to potential creditors;
(e) maintain a post office box or address for receiving claims
and returned mail, and process all mail received;
(f) for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk an affidavit or certificate of service
within seven days of service which includes (i) either
a copy of the notice served or the docket number(s) and
title(s) of the pleading(s) served, (ii) a list of persons
to whom it was mailed (in alphabetical order) with their
addresses, (iii) the manner of service, and (iv) the date
served;
(g) process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy,
and maintain the original proofs of claim in a secure
area;
(h) maintain the official claims register (the "Claims
Register") on behalf of the Clerk; upon the Clerk's
request, provide the Clerk with a certified, duplicate
unofficial Claims Register; and specify in the Claims
Register the following information for each claim
docketed: (i) the claim number assigned, (ii) the date
received, (iii) the name and address of the claimant and
agent, if applicable, who filed the claim, (iv) the
address for payment, if different from the notice address;
(v) the amount asserted, (vi) the asserted
classification(s) of the claim (e.g., secured, unsecured,
priority, etc.), and (vii) any disposition of the claim;
(i) implement necessary security measures to ensure the
completeness and integrity of the Claims Register and the
safekeeping of the original claims;
(j) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(k) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Stretto,
not less than weekly;
(l) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the Claims Registers for the Clerk's review
(upon the Clerk's request);
(m) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and/or changes to
the claims register and any service or mailing lists,
including to identify and eliminate duplicative names and
addresses from such lists;
(n) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding this chapter 11 case as directed by the
Debtor or the Court, including through the use of a case
website and/or call center;
(o) if this chapter 11 case is converted to a case under
chapter 7 of the Bankruptcy Code, contact the Clerk's
office within three (3) days of notice to Stretto of
entry of the order converting the case;
(p) within 14 days of entry of an order dismissing these
chapter 11 cases, or within 28 days of entry of a Final
Decree, forward to the Clerk an electronic version of all
imaged claims, upload the creditor mailing list into
CM/ECF, and docket a final Claims Register; and
(q) upon termination of Stretto's services, box and transport
all original claims to the Philadelphia Federal Records
Center, 14700 Townsend Road, Philadelphia, Pennsylvania
19154 or any other location requested by the Clerk.
Stretto will be paid at these hourly rates:
Director of Solicitation $230
Solicitation Associate $209
COO and Executive VP No charge
Director $192-$230
Associate/Senior Associate $65-$182
Analyst $30-$60
Stretto will be paid a retainer in the amount of $10,000.
Stretto will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Sheryl Betance, managing director of corporate restructuring of
Stretto, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Stretto can be reached at:
Sheryl Betance
STRETTO
410 Exchange, Ste. 100
Irvine, CA 92602
Tel: (714) 716-1872
E-mail: sheryl.betance@stretto.com
About Apex Linen Service
Apex Linen Service LLC, based in Las Vegas, NV, and its affiliates,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-11774) on July 6, 2020.
In the petition signed by Chris Bryan, president and authorized
representative, the Debtor was estimated to have $10 million to $50
million in both assets and liabilities.
The Hon. Laurie Selber Silverstein presides over the case.
GOLDSTEIN & MCCLINTOCK LLLP, serves as bankruptcy counsel to the
Debtors. GlassRatner Advisory & Capital Group LLC, is the chief
restructuring officer. Stretto, is the claims and noticing agent.
AREWAY ACQUISITION: Examiner Hires McDonald Hopkins as Counsel
--------------------------------------------------------------
Mark D. Kozel, the court-appointed Examiner of Areway Acquisition,
Inc., and its debtor-affiliates, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Ohio to employ
McDonald Hopkins LLC, as counsel to the Examiner.
The Examiner requires McDonald Hopkins to:
(a) monitor the Debtors' chapter 11 cases regarding the
Examiner's interests;
(b) take all necessary actions to assist and advise the
Examiner in the discharge of his duties and
responsibilities under the Examiner Order, other orders of
this Court, and applicable law;
(c) execute the Examiner's decisions by filing with the Court
motions, objections, fee applications and other relevant
documents;
(d) appear before the Court on all matters in these cases
relevant to the interests of the Examiner;
(e) assist the Examiner in the Examiner Tasks as necessary and
appropriate; and
(f) provide all other appropriate legal services that the
Examiner may request in these cases.
McDonald Hopkins will be paid at these hourly rates:
Members $345 to $995
Of Counsel $330 to $955
Associates $215 to $520
Paralegals $170 to $345
Law Clerks $45 to $100
McDonald Hopkins will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Scott N. Opincar, partner of McDonald Hopkins LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
McDonald Hopkins can be reached at:
Scott N. Opincar, Esq.
MCDONALD HOPKINS LLC
300 N. LaSalle Street, Suite 1400
Chicago, IL 60654
Tel: (312) 280-0111
About Areway Acquisition
Areway Acquisition, Inc. -- http://arewayacq.com/-- is a supplier
of finished forged and cast metal products with complete in-house
machining, automated polishing and buffing, powder and liquid
painting, and an ISO certified quality control system capable of
ASTM, SAE, and OEM specification testing.
Areway Acquisition sought Chapter protection (Bankr. N.D. Ohio Case
No. 20-11065) on Feb. 25, 2020. At the time of the filing, the
Debtor was estimated to have between $1 million and $10 million in
both assets and liabilities. Judge Jessica E. Price Smith oversees
the case. Jeffrey M. Levinson, Esq., at Levinson LLP, is the
Debtor's legal counsel.
BACK TO LIFE: Seeks to Hire Maxwell Dunn as Counsel
---------------------------------------------------
Back to Life Properties, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Maxwell Dunn, PLC, as counsel to the Debtor.
Back to Life requires Maxwell Dunn to:
a. assist in the preparation of petition, schedules and
statements and any amendments;
b. assist in the preparation of client for duties while in a
Chapter 11 bankruptcy;
c. attend at Initial Debtor Interview ("IDI") scheduled by the
Office of the United States Trustee and facilitation of
Debtor's requirements for the IDI meeting, attendance at
any initial status conference as directed by the court, and
attendance at the Sec. 341 meeting of creditors;
d. draft and preparation of first day motions, employment
applications, and other related pleadings;
e. attend at the 60-day status conference and all other
hearings appurtenant to Subchapter V of Chapter 11;
f. manage the receipt, review, and filing of Monthly Operating
Reports and any other documents, reports, or filings that
Debtor is required to submit;
g. prepare applications for compensation of the Firm and any
other professionals that may be employed by the estate;
h. prepare pleadings related to sale applications or valuation
motions, if any;
i. attend at hearings and meetings not otherwise designated
above;
j. negotiate with creditors regarding critical aspects of the
Chapter 11 proceeding and the confirmation process;
k. consult with the Debtor regarding the Chapter 11 proceeding
and advise the responsible party regarding various aspects
of the matter;
l. consult with professionals who the estate may need to hire;
m. prepare the Combined Plan and Disclosure Statement and
ballots and service upon creditors; and
n. file and represent during any adversary proceedings that
may arise.
Maxwell Dunn will be paid at these hourly rates:
Attorneys $300 to $340
Paralegals $150 to $190
Legal Assistants $85
Maxwell Dunn received an initial retainer check prior to filing the
case of $5,000, plus the filing fee of $1,717 paid from the
Debtor's checking account.
Maxwell Dunn will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kimberly Ross Clayson, partner of Maxwell Dunn, PLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Maxwell Dunn can be reached at:
Kimberly Ross Clayson, Esq.
MAXWELL DUNN, PLC
24725 W. 12 Mile Road, Ste. 306
Southfield, MI 48034
Tel: (248) 246-1166
E-mail: bankruptcy@maxwelldunnlaw.com
About Back to Life Properties
Back to Life Properties, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Mich. Case No. 20-47096) on June 24, 2020,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by MAXWELL DUNN, PLC.
BAY CLUB OF NAPLES: Hires Genovese Joblove as Special Counsel
-------------------------------------------------------------
The Bay Club of Naples, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Genovese Joblove & Battista, P.A., as special
litigation counsel to the Debtors.
Prior to these Chapter 11 cases, the Debtors were defendants in a
pending foreclosure suit (the "State Court Litigation") filed by
their secured lender, Acres Capital, LLC ("Acres").
On May 17, 2019, the Debtors and Acres entered into a settlement
agreement, which has been subsequently amended (the "Settlement
Agreement"). Among the key elements of the Settlement Agreement,
Soneet R. Kapila ("Kapila") was appointed as a receiver over the
Projects. Genovese Joblove represented the Debtors in connection
with the Settlement Agreement.
While the Settlement Agreement was still executory, and
contingencies remained to advance the purpose of completing the
Projects, the Debtors were placed into an involuntary bankruptcy
proceeding under Case Nos. 19-07035 (Bay Club I) and 19-07038 (Bay
Cub II) (the "Involuntary Proceedings").
After completion of discovery and a trial, the Bankruptcy Court
ultimately dismissed the Involuntary Proceedings, including because
they were filed in bad faith, and reserved for future determination
fees and damages to be awarded to the Debtors from and as a result
of the Involuntary Proceedings and the dismissal thereof. In the
Involuntary Proceedings, the Debtors, through GJB, obtained initial
final judgments against the petitioning creditors therein 1 in the
amount of $87,054.21 for Bay Club I. and $97,221.71 for Bay Club II
(collectively, the "Initial Fee Judgments"). The Initial Fee
Judgments are assets of the Debtors' estates.
The orders of the Court dismissing the Involuntary Proceedings were
appealed by certain of the petitioning creditors to the United
States District Court [Case No. 20-00056-JLB], which appeal is
pending (the "Appeal").
The Debtors seek to retain Genovese Joblove as special counsel to
the Debtors to: (i) collect the amounts owed under the Initial Fee
Judgments, (ii) defend the Appeal, including any subsequent
appeals, (ii) prosecute a motion to liquidate the damages incurred
by the Debtors a result of the bad faith Involuntary Proceedings,
(iv) collect on any such bad faith judgment, and (v) to seek awards
of any and all additional attorneys' fees and costs in connection
with each of the above.
Genovese Joblove will be paid at the hourly rate of $745.
As of the Petition Date, Genovese Joblove was owed an amount of
$180,805.31 in connection with its pre-petition representation of
the Debtors for services rendered to the Debtors, including in the
Involuntary Proceedings and the State Court Litigation. As of the
Petition Date, Genovese Joblove was holding an amount equal to
$47,268.52 in its trust account.
Genovese Joblove will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Paul J. Battista, partner of Genovese Joblove & Battista, P.A.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Genovese Joblove can be reached at:
Paul J. Battista, Esq.
GENOVESE JOBLOVE & BATTISTA, P.A.
100 Southeast 2nd St., Suite 4400
Miami, FL 33131
Tel: (305) 372-2457
About The Bay Club of Naples
The Bay Club of Naples, LLC, based in Naples, FL, and its
affiliates sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case
No. 20-05008) on June 29, 2020. In the petition signed by Harry M.
Zea, manager, the Debtor was estimated to have $10 million to $50
million in both assets and liabilities. UNDERWOOD MURRAY, P.A.,
serves as bankruptcy counsel to the Debtor. GENOVESE JOBLOVE &
BATTISTA, P.A., is the special litigation counsel.
BJ SERVICES: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: BJ Services, LLC
11211 Farm to Market 2920
Tomball, Texas 77375
Business Description: BJ Services, LLC and its Debtor
affiliates are providers of pressure
pumping and oilfield services for the
petroleum industry. Headquartered in
Tomball, Texas, the Debtors operate
through two segments, hydraulic
fracturing and cementing. The Debtors
primarily serve customers in upstream
North American oil and natural gas shale
basins in the completion of new wells
and in remedial work on existing wells.
Visit https://www.bjservices.com/ for
more information.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
BJ Services, LLC (Lead Debtor) 20-33627
BJ Management Services, L.P. 20-33628
BJ Services Holdings Canada, ULC 20-33629
BJ Services Management Holdings Corporation 20-33630
Judge: Hon. Marvin Isgur
Debtors'
General
Bankruptcy
Counsel: Joshua A. Sussberg, P.C.
Christopher T. Greco, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: joshua.sussberg@kirkland.com
cgreco@kirkland.com
- and -
Samantha G. Lawrence, Esq.
Joshua M. Altman, Esq.
300 North LaSalle Street
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: samantha.lawrence@kirkland.com
josh.altman@kirkland.com
Debtors'
Co-Bankruptcy
Counsel: Jason S. Brookner, Esq.
Paul D. Moak, Esq.
Amber M. Carson, Esq.
GRAY REED & MCGRAW LLP
1300 Post Oak Boulevard, Suite 2000
Houston, Texas 77056
Tel: (713) 986-7127
Fax: (713) 986-5966
Email: jbrookner@grayreed.com
pmoak@grayreed.com
acarson@grayreed.com
BJ Services Holdings
Canada, ULC's
CCAA Proceedings
Counsel: BENNETT JONES LLP
Debtors'
Investment
Banker: PJT PARTNERS LP
Debtors'
Restructuring
Advisor: ANKURA CONSULTING GROUP, LLC
Debtors'
Notice,
Claims &
Solicitation
Agent: DONLIN, RECANO & COMPANY, INC.
https://www.donlinrecano.com/Clients/bjs/Dockets
Debtors'
Marketing &
Selling
Professionals: HILCO VALUATION SERVICES, LLC,
HILCO INDUSTRIAL, LLC
HILCO REAL ESTATE, LLC,
HILCO IP SERVICES, LLC D/B/A HILCO
STREAMBANK
HILCO RECEIVABLES, LLC
HILCO APPRAISAL SERVICES CO.
HRE CANADA ULC
HILCO INDUSTRIAL ACQUISITIONS CANADA ULC
AND HILCO RECEIVABLES CANADA ULC
Debtors'
Marketing &
Selling
Professionals: RITCHIE BROS. AUCTIONEERS (AMERICA) INC.
IRONPLANET, INC.
RITCHIE BROS. AUCTIONEERS (CANADA) LTD.
AND IRONPLANET CANADA LTD.
Debtors'
Tax Consultant: PRICEWATERHOUSECOOPERS LLP
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $500 million to $1 billion
The petition was signed by Warren Zemlak, chief executive officer.
A copy of BJ Services, LLC's petition is available for free at
PacerMonitor.com at:
https://is.gd/mk6olG
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Gardner Denver Trade Vendor $10,682,824
Petroleum Pumps LLC
1800 Gardner Expwy
Quincy I 62305-9364
Edward Bayhi
Tel: (217) 222-5400
Email: remit.qcy@gardnerdenver.com
2. SPM Flow Control Trade Vendor $4,162,266
7601 Wayatt Dr.
Fort Worth TX 76108-2530
Paul Coppinger
Tel: (817) 246-2461
Email: us007.ar@mail.weir
3. Championx, LLC Trade Vendor $3,982,797
11177 South Stadium Drive
Sugar Land TX 77478
Daniel Bradshaw-Hull
Tel: (281) 467-3828
Email: kimberly.holloman@ecolab.com
4. FMC Technologies - Trade Vendor $3,357,218
Fluid Control
2825 W Washington
Stephenville TX 76401
Darren Gilbert
Tel: (254) 968-2181
Email: fmcar@fmcti.com
5. Infosys Limited IT Services $3,253,364
Plot No 44 Electronics City
Hosur R
Bangalore 560100
India
Ramakrishna Routroy
Tel: 40 2300 5222
Email: ramakrishna_r@infosys.com
6. Brahma Services, LLC Trade Vendor $3,232,570
12377 Merit Drive, Suite 1200
Dallas TX 75251
Ryan Welch
Tel: (214) 750-3833
Email: gglass@aethonenergy.com
7. Gardner Denver Canada Trade Vendor $2,878,505
Corporation
2390 South Service Road
Woakville ON M5H 3R3
Canada
Edward Bayhi
Tel: (905) 829-8619
Email: jane.milligan@gardnerdenver.com
8. DTE Enterprises, LLC Trade Vendor $2,734,506
2350 W Pinehurst Blvd
Addison IL 60101
Dave Horvath
Tel: (630) 307-9355
Email: remittance@dealerstrans.com
9. Single Line Technologies Trade Vendor $2,390,768
7211 Gessner Rd
Houston TX 77040
Larry Hill
Tel: (337) 322-3132
Email: scott.t.donaldson@gmail.com
10. High Roller Sand Trade Vendor $1,998,637
Operating, LLC
203 South1st Street
Lufkin TX 75901
Dave Frattaroli
Tel: (936) 632-6033
Email: ar@highrollersand.com
11. Sandbox Transportation, LLC Trade Vendor $1,954,633
24275 Katy Frwy, Ste 600
Katy TX 77494
Josh Mireles
Tel: (281) 394-9575
Email: jmireles@sandboxlogistics.com
12. Hi-Crush Partners LP Trade Vendor $1,855,000
Three Riverway
Houston TX 77056
Scott Spillar
Tel: (713) 980-6200
Email: sremittance@hicrush.com
13. Engium Chemicals Trade Vendor $1,842,564
(2020) Corp
4333-46 Ave SE
Calgary AB T2B 3N5
Canada
Cindy Hoang
Tel: (403) 279-8545
Email: choang@engeniumchemicals.com
14. Infosys McCamish IT Services $1,650,068
Systems LLC
6425 Powers Ferry Rd
Atlanta GA 30339
Ramakrishna Routroy
Tel: (770) 690-1500
Email: ramakrishna_r@infosys.com
15. Source Energy Services Trade Vendor $1,438,012
No 7 7719 Edgar Industrial Dr
Red Deer AB T4P 3R2
Canada
Curtis Kisio
Tel: (214) 272-4607
Email: ar@sourceenergyservices.com
16. Fritz Industries Inc. Trade Vendor $1,366,504
500 Sam Houston Rd
Mesquite TX 75149-2733
Kristopher Neill
Tel: (972) 285-5471
Email: ar@fritzind.com
17. GCC Trade Vendor $1,353,464
600 S Cherry Street
Glendale CO 80246
Peggy Thomson
Tel: (605) 721-7035
Email: pthomson@gcc.com
18. Chemplex Solvay Group Trade Vendor $1,316,919
506 County Rd 137
CanadaTX 79549-8610
Dru Bishop
Tel: (325) 573-7298
Email: chemplex.accountsreceivable@solvay.com
19. Sunita Hydrocolloids Inc. Trade Vendor $1,291,572
5444 Westheimer Rd, Suite 1425
Houston TX 77056
Danny Wilson
Tel: (832) 581-2156
Email: mohit.hissaria@sunitahydrocolloids.com
20. Sandbox Logistics, LLC Trade Vendor $1,214,628
24275 Katy Frwy, Ste 600
Katy TX 77494
Shane Nelson
Tel: (281) 394-9575
Email: customerservice@sandboxlogistics.com
21. Heritage Interactive Trade Vendor $1,210,161
Services LLC
6510 Telecom Drive, Suite 400
Indianapolis IN 46278
Stephen Cushen
Tel: (317) 646-8845
Email: scushen@heritage-interactive.com
22. Solaris Oilfield Site Trade Vendor $1,179,106
Services Oper
100 Ross Dr
Early TX 76802
Greg Garcia
Tel: (325) 643-1785
Email: accountsreceivable@solarisoilfield.com
23. Sierra Frac Sand LLC Trade Vendor $1,092,939
1155 E Johnson St
Tatum TX 75691-190
Tyson Strong
Tel: (903) 836-4642
Email: kristib@kimrsmith.com
24. Samsand LLC Trade Vendor $1,035,631
301 11601 Pleasant Ridge Road
Little Rock AR 72212
Brock Brockington
Tel: (501) 258-314
Email: nbrockinton@samsand.com
25. Lafargeholcim US Trade Vendor $1,012,293
24 Crosby Dr
Bedford MA 01730
Ryan Dodd
Tel: (800) 854-4656
Email: nabs.uscashapps@lafargeholcim.help
26. Circle Bar A Inc. Trade Vendor $875,931
27035 Campbellton Rd
San Antonio TX 78264-4322
Anita Hopkins
Tel: (210) 626-2272
Email: acct1@circlebara.com
27. Wisconsin Proppants Trade Vendor $864,955
300 Schlumberger Drive
Sugar Land TX 77478
Erica Guzman
Tel: (432) 312-3940
Email: EricaGuzman@WisconsinProppants.com
28. Target Logistics Trade Vendor $724,832
Management LLC
2170 Buckthorne Place, Suite
440 The Woodlands TX 7738
Andrew Owen
Tel: (617) 586-1100
Email: aowen@targetlogistics.net
29. Performance Proppants LLC Trade Vendor $706,734
4803 Benton Road
Bossier City LA 71111
Bill Bowdon
Tel: (318) 584-7456
Email: sarah@perfproppants.com
30. Approach Controls Inc. Trade Vendor $660,038
2330 Fish Creek Blvd SW
Suite 2434
Calgary AB T2Y 0L1
Canada
Warren Arnholtz
Tel: (587) 973-7273
Email: warren@approachcontrols.com
BJ SERVICES: In Chapter 11 to Sell Assets
-----------------------------------------
BJ Services, LLC, a leading provider of hydraulic fracturing and
cementing services to upstream oil and gas companies engaged in the
exploration and production (E&P) of North American oil and natural
gas resources, on July 20 disclosed that it has voluntarily filed
petitions under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of Texas
(the "Court"). In connection with the Chapter 11 process, the
Company intends to sell its assets, and is in active discussions
with bidders regarding both the cementing business and portions of
the fracturing business. The Company believes a successful
completion of these sales would reduce the number of jobs impacted
by this process.
"The industry continues to face unprecedented uncertainty caused by
volatile commodity markets and significantly reduced demand due to
the COVID-19 pandemic. Despite maintaining a leading market
position and strong client support, the severe downturn in activity
and subsequent lack of liquidity resulted in an unmanageable
capital structure. After exhausting every possible alternative to
address these issues and improve our liquidity, we have made the
very difficult decision to proceed with a Chapter 11 process," said
Warren Zemlak, President and Chief Executive Officer of BJ
Services. "Our Board of Directors and the entire management team
worked diligently over the course of the past several weeks to
avoid this outcome. Having said that, we are pleased to be in
discussions with interested bidders for our cementing business and
for certain portions of our fracturing business and technology."
The Company is developing a plan with its stakeholders to minimize
disruption to current client activity as much as feasible and will
be reaching out to clients to discuss available options. The
Company is working with its lenders to procure liquidity to fund
the sale and wind-down through the Chapter 11 process.
"I would like to extend my sincere appreciation to our employees
for their tireless commitment to the Company, and to our clients,
suppliers and other business partners for their continued support
during these challenging times," Mr. Zemlak added. "I want to
assure our business partners that our team is as focused as ever on
working with our stakeholders to procure sufficient liquidity to
complete all client activities safely and in accordance with all
applicable laws and regulations."
BJ Services is filing several customary "First Day" motions with
the Court, which are intended to support the Company's efforts
during the chapter 11 cases. Among these is a motion to continue
providing wages, salaries and benefits to those employees that
continue working during this period.
In addition to its operations in the United States, BJ Services has
a presence or operates in most major basins throughout Canada.
Accordingly, in conjunction with the Chapter 11 filing, BJ
Services' Canadian affiliate will be filing cases seeking
protection under the Companies' Creditors Arrangement Act (CCAA) in
Canada to facilitate an orderly wind-down of those operations.
Court filings and other information related to the cases are
available at a website administered by the Company's claims agent,
Donlin, Recano & Company, at www.donlinrecano.com/bjs.
Kirkland & Ellis LLP is serving as legal counsel to BJ Services.
PJT Partners has acted as investment banker and financial advisor
to the Company. Ankura Consulting Group, LLC is acting as
restructuring advisor to the Company. Simmons Co. is acting as
advisor in the sale of the cementing business.
About BJ Services, LLC
BJ Services is a leading provider of hydraulic fracturing and
cementing services to upstream oil and gas companies engaged in the
exploration and production of North American oil and natural gas
resources. Based in Tomball, Texas, BJ operates in every major
basin throughout U.S. and Canada.
BROOKS BROTHERS: Hires Prime Clerk as Claims and Noticing Agent
---------------------------------------------------------------
Brooks Brothers Group, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Prime Clerk LLC, as claims and noticing agent to
the Debtors.
Brooks Brothers requires Prime Clerk to:
a. prepare and serve required notices and documents in the
bankruptcy case in accordance with the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure in the form and
manner directed by the Debtor and the Court, including (i)
notice of the commencement of the case and the initial
meeting of creditors under the Bankruptcy Code, (ii) notice
of any claims bar date, (iii) notice of transfer of claims,
(iv) notices of objections to claims and objections to
transfers of claims, (v) notices of any hearings on a
disclosure statement and confirmation of the Debtor's plan
or plans of reorganization, including under Bankruptcy Rule
3017(d), (vi) notice of the effective date of any plan and
(vii) all other notices, orders, pleadings, publications
and other documents as the Debtor or Court may deem
necessary or appropriate for an orderly administration of
the case;
b. maintain an official copy of the Debtor's schedules of
assets and liabilities and statement of financial affairs,
listing the Debtor's known creditors and the amounts owed
thereto;
c. maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a core
mailing list consisting of all parties described in
sections 2002(i), (j) and (k) and those parties that have
filed a notice of appearance pursuant to Bankruptcy Rule
9010; updated said lists and make said lists available upon
request by a party-in-interest or the Clerk;
d. furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the
filing of a proof of claim, after such notice and form are
approved by the bankruptcy Court, and notify said potential
creditors of the existence, amount and classification of
their respective claims as set forth in the Schedules,
which may be effected by inclusion of such information on a
customized proof of claim form provided to potential
creditors;
e. maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
f. for all notices, motions, orders or other pleadings or
documents served, prepare and file or caused to be filed
with the Clerk an affidavit or certificate of service
within seven (7) business days of service which includes
(i) either a copy of the notice served or the docket number
and title of the pleading served, (ii) a list of persons to
whom it was mailed, in alphabetical order, with their
addresses, (iii) the manner of service ,and (iv) the date
served;
g. process all proofs of claim received, including those
received by the Clerk's Office, and check said processing
for accuracy, and maintain the original proofs of claim in
a secure area;
h. maintain the official claims register for the Debtor on
behalf of the Clerk; upon the Clerk's request, provide the
Clerk with certified, duplicate unofficial Claims Register;
and specify in the Claims Registers the following
information for each claim docketed (i) the claim number
assigned, (ii) the date received, (iii) the name and
address of the claimant and agent, if applicable, who filed
the claim, (iv) the amount asserted, (v) the asserted
classifications of the claim, (vi) the applicable Debtor,
and (vii) any disposition of the claim;
i. provide public access to the Claims Register, including
complete proofs of claim with attachments, if any, without
charge;
j. implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
k. record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
l. relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Prime Clerk,
not less than weekly;
m. upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the claims register for the Clerk's review;
n. monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and changes to the
claims register;
o. identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
p. assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtor or the Court,
including through the use of a case website and call
center;
q. Monitor the Court's docket in these chapter 11 cases and,
when filings are made in error or containing errors, alert
the filing party of such error and work with them to
correct any such error;
r. if the case is converted to Chapter 7, contact the Clerk's
Office within three (3) days of the notice to Prime Clerk
of entry of the order converting the case;
s. thirty (30) days prior to the close of the bankruptcy case,
request the Debtor submits to the Court a proposed Order
dismissing Prime Clerk and terminating the services of such
agent upon completion of its duties and responsibilities
and upon the closing of the bankruptcy case;
t. within seven (7) days of notice to Prime Clerk of entry of
an order closing the Chapter 11 case, provide to the
bankruptcy Court the final version of the claims register
as of the date immediately before the close of the case;
and
u. at the close of these chapter 11 cases, (i) box and
transport all original documents, in proper format, as
provided by the Clerk's office, to (A) the Philadelphia
Federal Records Center, 14700 Townsend Road,
Philadelphia, PA 19154-1096 or (B) any other location
requested by the Clerk's office; and (ii) docket a
completed SF-135 Form indicating the accession and location
numbers of the archived claims.
Prime Clerk will be paid at these hourly rates:
Director of Solicitation $178
Solicitation Consultant $161
COO and Executive VP No charge
Director $148-$165
Consultant/Senior Consultant $55-$140
Technology Consultant $30-$80
Analyst $25-$42
Prime Clerk will be paid a retainer in the amount of $50,000.
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin J. Steele, partner of Prime Clerk LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Prime Clerk can be reached at:
Benjamin J. Steele
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY10022
Tel: (212) 257-5450
E-mail: bsteele@primeclerk.com
About Brooks Brothers Group
Brooks Brothers -- https://www.brooksbrothers.com -- is a clothing
retailer with over 1,400 locations in over 45 countries. While
famous for its clothing offerings and related retail services,
Brooks Brothers is known as a lifestyle brand for men, women, and
children, which markets and sells footwear, eyewear, bags, jewelry,
watches, sports articles, games, personal care items, tableware,
fragrances, bedding, linens, food items, beverages, and more.
Brooks Brothers Group, Inc. is the Debtors' ultimate corporate
parent, which directly or indirectly owns each of the other Debtor
entities.
Brooks Brothers Group, Inc. and 12 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del., Lead Case No. 20-11785) on
July 8, 2020. The petitions were signed by Stephen Marotta, chief
restructuring officer.
The Debtors were estimated to have assets and liabilities of $500
million to $1 billion.
Hon. Christopher Sontchi presides over the cases.
Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP
serve as counsel to the Debtors. PJ Solomon, L.P acts as investment
banker; Ankura Consulting Group LLC as financial advisor; and Prime
Clerk LLC as claims and noticing agent.
CALIFORNIA RESOURCES: Moody's Cuts PDR to D-PD on Bankr. Filing
---------------------------------------------------------------
Moody's Investors Service downgraded California Resources Corp.'s
Probability of Default Rating to D-PD from Ca-PD/LD. California
Resources' other ratings were affirmed, including its Ca Corporate
Family Rating, B2 rating on its senior secured revolving credit
facility rating, Caa3 rating on its senior secured first lien term
loan due 2022, Ca rating on its senior secured first lien term loan
due 2021, C rating on its senior secured second lien notes and
senior unsecured notes. The outlook remains negative. These actions
follow CRC's July 15, 2020 voluntary filing of petitions for relief
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Texas.
Downgrades:
Issuer: California Resources Corp.
Probability of Default Rating, Downgraded to D-PD from Ca-PD /LD
Affirmations:
Issuer: California Resources Corp.
Corporate Family Rating, Affirmed Ca
Senior Secured 1st Lien Term Loan, Affirmed Ca (LGD4)
Senior Secured Revolving Credit Facility, Affirmed B2 (LGD1)
Senior Secured 1st Lien Term Loan, Affirmed Caa3 (LGD3)
Senior Secured Second Lien Notes, Affirmed C (LGD5)
Senior Unsecured Notes, Affirmed C (LGD6)
Outlook Actions:
Issuer: California Resources Corp.
Outlook, Remains Negative
RATINGS RATIONALE
The Chapter 11 bankruptcy filing has resulted in a downgrade of
CRC's PDR to D-PD, reflecting the company's default on its debt
agreements. The affirmation of the Ca CFR and other debt instrument
ratings reflects Moody's view on expected recoveries. Shortly
following this rating action, Moody's will withdraw all of CRC's
ratings. Please refer to the Moody's Investors Service Policy for
Withdrawal of Credit Ratings.
California Resources Corp., headquartered in Santa Clarita,
California, operates exclusively in California and had production
of 128,000 barrels of oil equivalent per day as of December 31,
2019.
CARITAS INVESTMENT: Hires Sotheby's International as Realtor
------------------------------------------------------------
Caritas Investment Limited Partnership, seeks authority from the
U.S. Bankruptcy Court for the District of Connecticut to employ
Sotheby's International Realty Affiliates LLC d/b/a Sotheby's
International Realty, as realtor to the Debtor.
Caritas Investment requires Sotheby's International to market and
sell the Debtor's residential real estate known as 140 Wallacks
Drive, Stamford, Connecticut.
Sotheby's International will be paid a commission of 5% of the
sales price.
Pamela Pagnani, partner of Sotheby's International Realty
Affiliates LLC d/b/a Sotheby's International Realty, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Sotheby's International can be reached at:
Pamela Pagnani
SOTHEBY'S INTERNATIONAL REALTY
AFFILIATES LLC D/B/A
SOTHEBY'S INTERNATIONAL REALTY
One Pickwick Plaza
Greenwich, CT 06830
Tel: (203) 869-4343
Fax: (203) 869-4303
About Caritas Investment LP
Headquartered at Stamford, Connecticut, Caritas Investment Limited
Partnership is a single asset real estate as defined in 11 U.S.C.
Section 101(51B). It owns the property at 140 Wallacks Drive,
Stamford, which consists of a parcel on Stamford mainland and an
island in the City of Stamford.
Caritas Investment Limited Partnership filed a Chapter 11 petition
(Bankr. D. Conn. Case No. 17-50456) on April 24, 2017. In its
petition, the Debtor was estimated to have $1 million to $10
million in assets and liabilities. The petition was signed by John
A. Morgan, member of Morgan 2000, LLC, general partner.
CARPENTER TECHNOLOGY: Moody's Gives '(P)Ba3' Rating to Unsec. Debt
------------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 rating for senior
unsecured debt to Carpenter Technology Corporation's Well-Known
Seasoned Issuer shelf registration. All other ratings are
unchanged.
Assignments:
Issuer: Carpenter Technology Corporation
Senior Unsecured Shelf, Assigned (P)Ba3
RATINGS RATIONALE
Carpenter's Ba3 CFR considers the company's strong position in the
specialty metals markets as a producer of high strength, high
temperature, corrosion resistant alloys. The company's,
technological capabilities, which allow it to provide necessary
products such as special alloys and titanium products for demanding
end use industries such as aerospace, oil & gas drilling -
particularly directional drilling - and medical applications are
also acknowledged. These attributes position the company to achieve
stronger performance in the markets served, although the duration
of recovery time remains uncertain given the deterioration in key
end markets and is expected to be extended in the aerospace and
transportation segments.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety.
More specifically, Carpenter's substantial exposure to the
aerospace and defense sector (roughly 59% of revenues excluding
surcharges) and automotive (roughly 6% of revenues net of
surcharges) makes the company vulnerable to the material drop in
build and production rates across these industries in these
unprecedented operating conditions.
As Carpenter has a June 30 fiscal year-end, its 2020 performance
will remain reasonable although the 4th quarter will be more
materially impacted on the production curtailments in aerospace,
the ongoing issues with and grounding of the Boeing 737 MAX and
automotive (domestic auto production curtailed from roughly mid-
March to mid-May) and ramp up will be slow in these industries.
Additionally, the postponement of elective surgeries in the recent
months will impact the company's sales to medical end markets in
the near term although this market is expected to show improving
trends over the balance of calendar 2020. Carpenter's exiting of
its Amega West oil and gas business will remove this drain on
earnings. Recovery in aerospace is expected to be protracted over a
period of several years.
Given that Moody's expects EBITDA to fall significantly more than
revenues given the value-added component in the aerospace and
defense segment, leverage, as measured by the debt/EBITDA ratio
(including Moody's standard adjustments for pension and leases) is
expected to exceed 12x in fiscal 2021 and remain above 5x in 2022.
Moody's has assumed EBITDA of around adjusted $320 million in 2020.
Adjusted EBITDA for the three quarters to March 31, 2020 was $283
million.
The SGL-3 Speculative Grade Liquidity rating considers the
company's adequate liquidity profile. This was comprised of $93
million in cash at March 31, 2020 and $224 million of availability
under its $400 million revolving credit facility after considering
$170 million in borrowings and $5.9 million in Letters of Credit
issued. Given the expectation of free cash flow generation in
fiscal 2020, some level of repayment under the RCF is anticipated.
With the refinancing of the 5.2% notes due in July 2021,
Carpenter's debt maturity profile has improved with the next debt
maturity in March 2023.
The negative outlook contemplates that improvement in key end
markets, most importantly aerospace and defense, will be more
protracted than currently anticipated and that improving trends
over the next 12 -- 18 months will be slow with risk to a more
protracted recovery time frame.
Carpenter, like others in the steel, specialty metals and alloys
industry are engaged in manufacturing processes that are energy
intensive and produce carbon dioxide and greenhouse gases. The
company, together with others in its industry faces numerous
environmental regulations and pressures to reduce greenhouse gas
and air pollution emissions, among a number of other sustainability
issues and will likely incur costs to meet increasingly stringent
regulations. From a social perspective, a portion of Carpenter's
workforce is covered by various collective bargaining agreements.
From a governance perspective, the company has evidenced a
conservative and disciplined approach to its capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider an upgrade of Carpenter's credit ratings if
leverage (adjusted debt/EBITDA) improves, on a sustainable basis,
to below 3.5x, interest coverage, on a sustainable basis (adjusted
EBIT/Interest) increases to above 3x and an adjusted EBIT margin to
above 7% on a sustained basis. Expectations of sustainable positive
Moody's adjusted free cash generation is also a prerequisite for a
ratings upgrade.
Carpenter's ratings could be downgraded if liquidity, measured as
cash plus revolver availability, evidences a material
deterioration. Expectations of significantly prolonged production
rate cuts by the company's key customers or an extended slump in
the aerospace markets beyond what is currently contemplated
(approximately 2-3 years) could lead to negative pressure on the
ratings. Quantitatively, ratings could be downgraded if the
adjusted EBIT margin is expected to be sustained below 5%, (Cash
flow from operations less dividends)/debt is sustained below 20% or
free cash flow is negative.
Carpenter Technology Corporation, headquartered in Philadelphia,
PA, is a producer and distributor of specialty materials, including
stainless steel, titanium alloys and specialty alloys. The company
operates through two business segments: Specialty Alloys Operations
and Performance Engineered Products, with the SAO segment
contributing the bulk of the revenues and earnings. The company
continues to focus on strategic investments in metal powder
solutions and additive manufacturing capability. Revenues for the
twelve months ended March 31, 2020 were $2.4 billion.
The principal methodology used in this rating was Steel Industry
published in September 2017.
CASA INVESTMENT: Seeks to Hire Eugene D. Roth as Counsel
--------------------------------------------------------
Casa Investment Corp. International Inc., seeks authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ the
Law Office Of Eugene D. Roth, as counsel to the Debtor.
Hagaman Property requires Eugene D. Roth to:
a. advise the Debtor as to its rights and obligations as a
Debtor-in-Possession;
b. appear for the Debtor-in-Possession before the Court when
required; and
c. assist in formulating and filing a plan of reorganization
and to negotiate with creditors.
Eugene D. Roth will be paid at these hourly rates:
Attorneys $475
Associates $225
Legal Assistants $95
Eugene D. Roth will be paid a retainer in the amount of $7,500.
Eugene D. Roth will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eugene D. Roth, Esq., a partner of the Law Office Of Eugene D.
Roth, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
Eugene D. Roth can be reached at:
Eugene D. Roth, Esq.
LAW OFFICE OF EUGENE D. ROTH
2520 Highway 35, Ste. 307
Manasquan, NJ 08736
Tel: (732) 292-9288
About Casa Investment Corp. International Inc.
Casa Investment Corp. International Inc., filed a Chapter 11
bankruptcy petition (Bankr. D.N.J. Case No. 20-11811). The Debtor
hires the Law Office Of Eugene D. Roth, as counsel.
CENTERPOINTE INSURANCE: Hires Nelson Comis as Counsel
-----------------------------------------------------
Centerpointe Insurance Services, Ltd, seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
as Nelson Comis Kettle & Kinney LLP, as bankruptcy counsel to the
Debtor.
Centerpointe Insurance requires Nelson Comis to:
a. provide legal advice and assistance regarding compliance
with the requirements of the United States Trustee ("UST");
b. provide advice regarding matters of bankruptcy law,
including the rights and remedies of the Debtor in regard
to its assets and with respect to the claims of creditors;
c. prepare and assist in the preparation of reports, accounts
and pleadings;
d. provide advice concerning the requirements of the
Bankruptcy Code and applicable rules;
e. assist with the negotiation, formulation, confirmation and
implementation of a Chapter 11 reorganization plan; and
f. make any appearances in the Bankruptcy Court on behalf of
the Debtor; and to take such other action and to perform
such other services as the Debtor may require.
Nelson Comis will be paid at these hourly rates:
Partners $350 to $475
Paralegals $125 to $175
Legal Assistants $75 to $100
Litigation Clerks/Aides $60
Nelson Comis received from the Debtor, an advance retainer in the
amount of $20,000. The fees incurred prepetition were $2,970.40 and
the filing fee of $1,717, leaving $15,313 in the Firm's client
trust account.
Nelson Comis will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William E. Winfield, a partner of Nelson Comis Kettle & Kinney LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Nelson Comis can be reached at:
William E. Winfield, Esq.
NELSON COMIS KETTLE & KINNEY LLP
300 E. Esplanade Drive, Suite 1170
Oxnard, CA 93036-0238
Tel: (805) 604-4106
Fax: (805) 604-4150
E-mail: wwinfield@calattys.com
About Centerpointe Insurance Services
Centerpointe Insurance Services, Ltd., is an insurance broker
specializing in towing, collateral recovery, auto transportation
insurance.
Centerpointe Insurance Services, Ltd., based in Camarillo, CA,
filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-10738) on
June 12, 2020.
In the petition signed by Marion E. Urcan, president, the Debtor
disclosed $694,592 in assets and $5,059,365 in liabilities.
The Hon. Martin R. Barash oversees the case.
NELSON COMIS KETTLE & KINNEY LLP, serves as bankruptcy counsel.
CHAPARRAL ENERGY: S&P Cuts ICR to 'D' on Missed Interest Payment
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
oil and gas exploration and production (E&P) company Chaparral
Energy Inc. to 'D' from 'CCC-'.
At the same time, S&P lowered its issue-level ratings on the
company's unsecured notes to 'D'. S&P's '6' recovery rating
(0%-10%; rounded estimate: 0%) on the unsecured notes remains
unchanged.
The downgrade reflects Chaparral's entry into a 30-day grace period
after missing a $13.1 million interest payment due under its 8.75%
unsecured notes due 2023. The company also entered into a
forbearance agreement with lenders that expires on July 29. The
agreement stipulates that Chaparral deliver a 13-week rolling
operating budget by July 24 and must unwind its hedges in order to
pay down borrowings under its revolving credit facility. The
company is also engaging in discussions with creditors around a
comprehensive restructuring. S&P expects to withdraw the ratings
after 30 days.
CIRQUE DU SOLEIL: Gets Initial Order Under CCAA
-----------------------------------------------
Cirque du Soleil Canada Inc., CDS U.S. Holdings, Inc., Blue Man
Inc., VStar Entertainment Group, LLC, et al. obtained an initial
order from the Quebec Superior Court (Commercial Division) under
the Companies' Creditor Arrangement Act on June 30, 2020.
The Initial Order grants certain relief measures to the CDS
Companies while they carry out a restructuring process and appoints
Ernst & Young Inc. as monitor of the Debtors. Similar relief
measures are also being sought in the United States under Chapter
15 of the US Bankruptcy Code.
Monitor can be reached at
Ernst & Young Inc.
900 Boulevard de Maisonneuve Quest
Bureau 2300
Montreal, Quebec H3A 0A8
Martin Rosenthal
Tel: 514-879-6549
Email: martin.rosenthal@ca.ey.com
Martin Daigneault
Tel: 514-874-4333
Email: fiona.han@ca.ey.com
Canadian Counsel to the Companies:
Stikeman Elliot LLP
1155 Rene-Levesque Blvd. West, 41st Floor
Montreal, Quebec H3B 3V2
Guy P. Martel
Tel: 514-397-6495
Email: gmartel@stikeman.com
Danny Duy Vu
Tel: 514-397-6495
Email: ddvu@stikeman.com
Jean-Francois Forget
Tel: 514-397-3072
Email: jfforget@stikeman.com
Sidney M. Horn
Tel: 514-397-3342
Email: smhorn@stikeman.com
Claire Zikovsky
Tel: 514-397-3340
Email: CZkivosky@stikeman.com
US Counsel to the Companies:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Chad J. Husnick
Tel: 312-862-2009
Email: chad.husnick@kirkland.com
Aparna Yenanmandra
Tel: 212-446-4903
Email: aparna.yenamandra@kirkland.com
Simon Briefel
Tel: 212-390-4480
Email: simon.briefel@stikeman.com
Charles B. Sterrett
Tel: 312-862-4069
Email: charles.sterrett@kirkland.com
Canadian Counsel to the Monitor:
Fasken Martineau LLP
800, Square Victoria Street, Suite 3500
Montreal, QC H4Z 1E9
Luc Beliveau
Tel: 514-397-4336
Email: ibeliveau@fasken.com
Marc-Andre Morin
Tel: 514-397-5131
Email: mamorin@fasken.com
Nicolas Mancini
Tel: 514-397-5131
Email: namancini@fasken.com
US Counsel to the Monitor:
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022-2585
Steve J. Reisman
Tel: 212-940-8700
Email: sreisman@katten.com
Jerry L. Hall
Tel: 212-940-6446
Email: jerry.hall@katten.com
public documents related to the CCAA restructuring proceedings of
the CDS Companies which can be accessed
https://tinyurl.com/y4jgzm5s
Cirque du Soleil Canada Inc. is an international live entertainment
media company, having reinvented circus arts and created one of the
industry's most iconic creative brands. They are best known for
their live entertainment shows, which they perform in custom-built,
partner-hosted resident venues and through touring in different
cities around the world, or licenses to third parties for
performance.
CONTURA ENERGY: Stockholders Pass All Three Proposals
-----------------------------------------------------
Contura Energy, Inc., held its annual meeting of stockholders via
internet webcast on July 15, 2020, at which the stockholders:
(1) elected Albert E. Ferrara, Jr., Daniel J. Geiger, John E.
Lushefski, Emily S. Medine, David J. Stetson, and Scott D.
Vogel as directors for a term of one year;
(2) ratified the appointment of RSM US LLP as Contura's
independent registered public accounting firm for the
fiscal year ending Dec. 31, 2020; and
(3) approved, on an advisory basis, Company's executive
compensation.
About Contura Energy
Contura Energy (NYSE: CTRA) -- http://www.conturaenergy.com/-- is
a Tennessee-based coal supplier with affiliate mining operations
across major coal basins in Pennsylvania, Virginia and West
Virginia. With customers across the globe, high-quality reserves
and significant port capacity, Contura Energy reliably supplies
both metallurgical coal to produce steel and thermal coal to
generate power.
Contura Energy reported a net loss of $316.32 million for the year
ended Dec. 31, 2019. As of March 31, 2020, the Company had $2.29
billion in total assets, $1.64 billion in total liabilities, and
$653.83 million in total stockholders' equity.
* * *
As reported by the TCR on June 5, 2020, S&P Global Ratings lowered
its issuer credit rating on U.S.-based coal producer Contura Energy
Inc. to 'CCC+' from 'B-'. S&P expects earnings to deteriorate due
to continued weakness in coal markets further accelerated by the
COVID-19 pandemic.
In April 2020, Moody's Investors Service downgraded all long-term
ratings for Contura Energy, Inc., including the Corporate Family
Rating to Caa1 from B3. "Contura has idled the majority of its
mines due to weak market conditions. Moody's expects that demand
for metallurgical coal will weaken further in the near-term as
blast furnace steel producers adjust to reduced demand due to the
Coronavirus," said Ben Nelson, Moody's Vice President -- Senior
Credit Officer and lead analyst for Contura Energy, Inc. "The
rating action is entirely driven by macro-level concerns resulting
from the global outbreak of Coronavirus."
COREY DEMON SIMS: Wen Buying Los Angeles Property for $775K
-----------------------------------------------------------
Corey Demon Sims asks the U.S. Bankruptcy Court for the Central
District of California to confirm the sale of a parcel of real
property commonly known as 1320 W. 53rd St., Los Angeles,
California to Timothy Wen for $775,000.
On March 4, 2020, Debtor entered into a Residential Listing
Agreement with Christina Kimble of Golden State Realtors Group.
The Property was successfully marketed through traditional methods
including listing on the Multiple Listing Service, Zillow and
similar marketing websites and a number of written offers were
received.
The Debtor has received an offer from Buyer to purchase the
estate's interest in the Property, which is memorialized in the
Escrow Instructions. The Debtor accepted the offer subject to
Court approval. The proposed sale of the Property is on an "as is"
and "where is" basis, without any warranty or recourse, subject
only to Court approval. The Buyer's purchase of the Property is
not subject to any contingencies other than entry of an order
approving the sale and the closing of the sale.
The terms and conditions of the sale of the Property to the Buyer
are memorialized in the Sale Escrow Instructions. Without limiting
or altering the terms detailed in the Sale Agreement, those terms
are summarized as follows: The purchase price for the Property is
$775,000.
The Debtor intends to sell the Property to the Buyer free and clear
of all liens and claims, with those liens removed from the Property
and the allowed amounts of certain liens in favor of the Select
Portfolio Servicing, Inc. ("SPS"), Danco, Inc., and Terra Nova
Capital, Inc., Franchise Tax Board ("FTB"), and the Internal
Revenue Service to be paid through escrow as follows:
1. The Debtor proposes to pay through escrow, the allowable
amount of the liens due to SPS, which is estimated to be $309,920
plus additional daily interest of approximately $24 per day
commencing June 1, 2020;
2. The Debtor proposes to pay, through escrow, the allowable
amount of the liens due to Danco, which is estimated to be
$282,358.19 plus additional daily interest of approximately $79 per
day commencing June 1, 2020;
3. The Debtor proposes to pay, through escrow, the allowable
amount of the liens due to Terra Nova, which is estimated to be
$25,110;
4. The Debtor proposes to pay, through escrow, all customary
costs of sale;
5. The Debtor proposed to pay, through escrow, commissions
totaling 5% of the sale price;
6. The Debtor proposes to pay, through escrow, the remaining
net proceeds from the sale to the FTB as a partial satisfaction of
its lien which is estimated to be $110,472;
7. The Debtor will receive no proceeds from the sale.
8. The lien of the IRS in the approximate amount of $19,750
will not be paid as proceeds are insufficient to satisfy the lien.
However, the IRS will retain its secured lien on the Debtor's
remaining three pieces of real property.
The Debtor does not believe it will incur any tax consequences from
the Sale as there will be no capital gains.
He asks that the Court approve the sale without overbid
procedures.
Finally, all the parties with a potential lien, claim or interest
in the Property have been service with notice of the sale and an
opportunity to object, and the 14-day waiting period could only
operate to delay the closing of escrow. Under these circumstances,
the Court should waive the 14-day stay of Bankruptcy Rule 6004(h)
to permit the Purchaser to proceed with the close of escrow on the
sale as soon as possible.
A copy of the Agreement is available at
https://tinyurl.com/y9wobk9n from PacerMonitor.com free of charge.
A hearing on the Motion is set for July 23, 2020 at 10:00 a.m. Any
objection to the Motion must be filed and served not later than 14
days before the hearing.
Corey Demon Sims sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 19-19146) on Aug. 6, 2019. He filed pro se.
COVIA HOLDINGS: Hires Ernst & Young as Auditor
----------------------------------------------
Covia Holdings Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Ernst & Young LLP, as audit service provider to
the Debtors.
Covia Holdings requires Ernst & Young to:
-- render audit and report report on the Debtors' consolidated
financial statements for the year ended December 31, 2020;
and
-- review the Debtors' unaudited interim financial information
prior to and in connection with the Debtors' Form 10-Q
periodic reporting requirements.
Ernst & Young will be paid at these hourly rates:
Partner/Principal/Managing Director $750 to $850
Senior Manager $600 to $700
Manager $475 to $575
Senior $350 to $450
Staff $150 to $250
Admin/Intern $70
On June 8, 2020, Ernst & Young received a retainer from the Debtors
in the amount of $250,000 for audit services. As of the Petition
Date, the balance of the retainer was $149,079. Ernst & Young will
apply the remaining balance of the retainer toward postpetition
fees and expense reimbursements.
Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Salvatore Mileti, partner of Ernst & Young LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Ernst & Young can be reached at:
Salvatore Mileti
ERNST & YOUNG LLP
950 Main Avenue, Suite 1800
Cleveland, OH 44113-7214
Tel: (216) 861-5000
Fax: (216) 583-2013
Covia Holdings Corporation
Covia Holdings Corporation and its affiliates --
http://www.coviacorp.com/-- provide diversified mineral-based and
material solutions for the energy and industrial markets. The
Debtors produce a specialized range of industrial materials for use
in the glass, ceramics, coatings, foundry, polymers, construction,
water filtration, sports and recreation, and oil and gas markets.
Covia Holdings Corporation, based in Independence, Ohio, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 20-33295) on June 29, 2020.
In its petition, Covia disclosed $2,504,740,814 in assets and
$1,903,952,839 in liabilities. The petition was signed by Andrew
D. Eich, executive vice president, chief financial officer, and
treasurer.
The Hon. Marvin Isgur presides over the case.
The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS
INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as
co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT
PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial
advisor; and PRIME CLERK LLC, as claims and noticing agent.
COVIA HOLDINGS: Hires Kobre & Kim as Special Litigation Counsel
---------------------------------------------------------------
Covia Holdings Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Kobre & Kim LLP, as special litigation counsel
to the Debtors.
Covia Holdings requires Kobre & Kim to defend the Debtors in
potential or actual litigation by owners and lessors of railcars
used by the Debtors in its businesses arising from the rejection
and termination of leases of railcars with the Debtors and claims
that result.
Kobre & Kim will be paid at these hourly rates:
Partners $1,170 to $1,530
Associates $675
Analysts $495
Assistants $247
In the 90 days prior to the Petition Date, Kobre & Kim received a
retainer of US $250,000 for pre-petition services rendered. Kobre &
Kim also received payment from the Debtors for pre-petition
services rendered to the Debtors of US $175,941.00. Prior to the
Petition Date, Kobre & Kim applied $87,079.50 of the retainer to
amounts due for services rendered and expenses incurred prior to
the Petition Date, leaving $162,920.50 remaining.
Kobre & Kim will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Kobre & Kim commenced its representation of the
Debtor Lessees shortly before the petition date.
Kobre & Kim's hourly rates for services rendered on
behalf of the Debtor Lessees prepetition were as
follows: Steven G. Kobre ($1,530/hour), D.
Farrington Yates ($1,170/hour), Rebecca G. Mangold
($1,170/hour), Daniel J. Saval ($1,170/hour), Donna
N. Xu ($675/hour), Matthew R. Boucher ($675/hour).
The Firm's hourly rates for services rendered on
behalf of the Debtors by professionals and
paraprofessionals in this matter were as follows:
Fernando C. Zanzarini ($495/hour), Sally H. Na
($495/hour), Daniel R. Hizgilov ($247/hour). The
Firm's billing rates and material financial terms
have not changed postpetition.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Debtors have approved the proposed staffing
plan. The Firm will be working with the Debtors on
developing a budget and staffing plan for the
Firm's work on the special litigation matters for
which it has been engaged.
D. Farrington Yates, partner of Kobre & Kim LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Kobre & Kim can be reached at:
D. Farrington Yates, Esq.
KOBRE & KIM LLP
800 Third Avenue
New York, NY 10022
Tel: (212) 488-1200
Covia Holdings Corporation
Covia Holdings Corporation and its affiliates --
http://www.coviacorp.com/-- provide diversified mineral-based and
material solutions for the energy and industrial markets. They
produce a specialized range of industrial materials for use in the
glass, ceramics, coatings, foundry, polymers, construction, water
filtration, sports and recreation, and oil and gas markets.
Covia Holdings Corporation, based in Independence, Ohio, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 20-33295) on June 29, 2020.
In its petition, Covia disclosed $2,504,740,814 in assets and
$1,903,952,839 in liabilities. The petition was signed by Andrew
D. Eich, executive vice president, chief financial officer, and
treasurer.
The Hon. Marvin Isgur presides over the case.
The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS
INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as
co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT
PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial
advisor; and PRIME CLERK LLC, as claims and noticing agent.
COVIA HOLDINGS: Hires KPMG LLP as Tax Consultant
------------------------------------------------
Covia Holdings Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ KPMG LLP, as tax consultant.
Covia Holdings requires KPMG LLP to provide the following
services:
a. analysis of any issues under Section 382 of the Internal
Revenue Code (the "IRC"), including a sensitivity analysis
to reflect the Section 382 impact of the proposed and/or
hypothetical equity transactions pursuant to the Debtors'
restructuring;
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 Debtors'
restructuring;
c. analysis of tax attributes including net operating losses,
tax basis in assets, and tax basis in stock of
subsidiaries;
d. analysis of cancellation of debt income, including the
application of Section 108 of the IRC relating to the
restructuring of non-intercompany debt and the completed
capitalization/settlement of intercompany debt;
e. analysis of the tax implications of any internal
reorganizations and proposal of restructuring alternatives;
f. cash tax modeling;
g. analysis of the tax implications of any asset dispositions;
h. analysis of potential bad debt and worthless stock
deductions;
i. analysis of any proof of claims from tax authorities; and
j. analysis of the tax treatment of transaction/restructuring-
related costs.
KPMG LLP will be paid at these hourly rates:
Partner/Principal/Managing Director $765 to $985
Senior Manager $690 to $750
Manager $650 to $730
Senior Tax Associate $470 to $640
Tax Associate $350 to $380
Paraprofessional $200 to $295
KPMG LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Howard Steinberg, partner of KPMG LLP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
KPMG LLP can be reached at:
Howard Steinberg
KPMG LLP
560 Lexington Ave.
New York, NY 10022
Tel: (212) 758-9700
Covia Holdings Corporation
Covia Holdings Corporation and its affiliates --
http://www.coviacorp.com/-- provide diversified mineral-based and
material solutions for the energy and industrial markets. The
Debtors produce a specialized range of industrial materials for use
in the glass, ceramics, coatings, foundry, polymers, construction,
water filtration, sports and recreation, and oil and gas markets.
Covia Holdings Corporation, based in Independence, Ohio, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 20-33295) on June 29, 2020.
In its petition, Covia disclosed $2,504,740,814 in assets and
$1,903,952,839 in liabilities. The petition was signed by Andrew
D. Eich, executive vice president, chief financial officer, and
treasurer.
The Hon. Marvin Isgur presides over the case.
The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS
INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as
co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT
PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial
advisor; and PRIME CLERK LLC, as claims and noticing agent.
COVIA HOLDINGS: Hires PJT Partners as Investment Banker
-------------------------------------------------------
Covia Holdings Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ PJT Partners LP, as investment banker to the
Debtors.
Covia Holdings requires PJT Partners to:
a. assist in the evaluation of the Debtors' business and
prospects;
b. assist in the development of the Debtors' long-term
business plan and related financial projections;
c. assist in the development of financial data and
presentations to the Debtors' Board of Directors, various
creditors, and other third parties;
d. develop an analysis regarding the Debtors' capital
structure and strategic alternatives to be presented to the
Debtors' management and Board;
e. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;
f. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those
stakeholders impacted by the Restructuring;
g. provide strategic advice with regard to restructuring or
refinancing the Debtors' Obligations;
h. evaluate the Debtors' debt capacity and alternative capital
structures;
i. participate in negotiations among the Debtors and their
advisors and their creditors, equity holders, potential
investors, suppliers, lessors and other interested parties;
j. value securities offered by the Debtors in connection with
a Restructuring;
k. advise the Debtors and negotiate with lenders with respect
to potential waivers or amendments of various credit
facilities;
l. assist in arranging financing for the Debtors, as
requested;
m. provide expert witness testimony concerning any of the
subjects encompassed by the other investment banking
services;
n. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of
a transaction similar to a potential Restructuring, or
Transaction, as requested and mutually agreed.
PJT Partners will be paid as follows:
a. Monthly Fee. The Debtors shall pay PJT Partners a monthly
advisory fee (the "Monthly Fee") of $175,000 per month.
50% of all Monthly Fees paid to PJT Partners after the 6th
Monthly Fee has been paid (i.e., after $900,000 has been
paid) shall be credited, only once and without duplication,
against any Restructuring Fee or Transaction Fee (each as
defined below) payable under the Engagement Letter;
b. Capital Raising Fee. The Debtors shall pay PJT Partners a
capital raising fee (the "Capital Raising Fee") for any
financing arranged by PJT Partners (including, without
limitation, any debtor-in-possession financing), at the
Debtors' request, earned and payable upon consummation of
such financing. The Capital Raising Fee will be calculated
as:
-- Senior Debt. 1% of the total issuance size for
senior debt financing;
-- Junior Debt. 2% of the total issuance size for
junior debt financing; and
-- Equity Financing. 4% of the issuance amount for
equity financing.
c. Restructuring Fee. The Debtors shall pay PJT Partners a
restructuring fee equal to $9,500,000 (the "Restructuring
Fee"), earned and payable upon consummation of a chapter 11
plan or any other Restructuring pursuant to an order of the
Court.
PJT Partners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jamie Baird, partner of PJT Partners LP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
PJT Partners can be reached at:
Jamie Baird
PJT PARTNERS LP
280 Park Avenue
New York, NY 10017
Tel: (212) 364-7800
Covia Holdings Corporation
Covia Holdings Corporation and its affiliates --
http://www.coviacorp.com/-- provide diversified mineral-based and
material solutions for the energy and industrial markets. The
Debtors produce a specialized range of industrial materials for use
in the glass, ceramics, coatings, foundry, polymers, construction,
water filtration, sports and recreation, and oil and gas markets.
Covia Holdings Corporation, based in Independence, Ohio, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 20-33295) on June 29, 2020.
In its petition, Covia disclosed $2,504,740,814 in assets and
$1,903,952,839 in liabilities. The petition was signed by Andrew
D. Eich, executive vice president, chief financial officer, and
treasurer.
The Hon. Marvin Isgur presides over the case.
The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS
INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as
co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT
PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial
advisor; and PRIME CLERK LLC, as claims and noticing agent.
COVIA HOLDINGS: Seeks to Hire Kirkland & Ellis as Counsel
---------------------------------------------------------
Covia Holdings Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as attorney to the Debtors.
Covia Holdings requires Kirkland & Ellis to:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and
operation of their businesses and properties;
b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative
requirements of operating in chapter 11;
c. attend meetings and negotiating with representatives of
creditors and other parties in interest;
d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against the
Debtors, and representing the Debtors in negotiations
concerning litigation in which the Debtors are involved,
including objections to claims filed against the Debtors'
estates;
e. prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders,
reports, and papers necessary or otherwise beneficial to
the administration of the Debtors' estates;
f. represent the Debtors in connection with obtaining
authority to continue using cash collateral and
postpetition financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advise the Debtors regarding tax matters;
j. take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure
statement and confirmation of a chapter 11 plan and all
documents related thereto; and
k. perform all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11
cases, including: (i) analyzing the Debtors' leases and
contracts and the assumption and assignment or rejection
thereof; (ii) analyzing the validity of liens against the
Debtors; and (iii) advising the Debtors on corporate and
litigation matters.
Kirkland & Ellis will be paid at these hourly rates:
Partners $1,075 to $1,845
Of Counsel $625 to $1,845
Associates $610 to $1,165
Paraprofessionals $245 to $460
On March 27, 2020, the Debtors paid $2,000,000 to Kirkland & Ellis
as advance payment retainer. Subsequently, the Debtors paid to
Kirkland & Ellis additional advance payment retainer totaling
$7,511,083.58 in the aggregate.
Kirkland & Ellis will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Kirkland & Ellis's current hourly rates for
services rendered on behalf of the Debtors from
January 1, 2020 range as follows: Partners, $1,075-
$1,845; Of Counsel, $625-$1,845; Associates, $610-
$1,165; Paraprofessionals, $245-$460.
The Firm's hourly rates for services rendered on
behalf of the Debtors from June 29, 2019 to
December 31, 2019 ranged as follows: Partners,
$1,025-$1,795; Of Counsel, $595-$1,705; Associates,
$595-$1,125; Paraprofessionals, $235-$460.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, for the period from June 29, 2020 through
September 30, 2020.
Jonathan S. Henes, partner of Kirkland & Ellis LLP and Kirkland &
Ellis International LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
Kirkland & Ellis can be reached at:
Jonathan S. Henes, P.C.
Joshua A. Sussberg, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: jonathan.henes@kirkland.com
joshua.sussberg@kirkland.com
- and –
Benjamin M. Rhode, Esq.
Scott J. Vail, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: benjamin.rhode@kirkland.com
scott.vail@kirkland.com
Covia Holdings Corporation
Covia Holdings Corporation and its affiliates --
http://www.coviacorp.com/-- provide diversified mineral-based and
material solutions for the energy and industrial markets. The
Debtors produce a specialized range of industrial materials for use
in the glass, ceramics, coatings, foundry, polymers, construction,
water filtration, sports and recreation, and oil and gas markets.
Covia Holdings Corporation, based in Independence, Ohio, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. S.D. Tex.
Lead Case No. 20-33295) on June 29, 2020. The Hon. Marvin Isgur
presides over the case.
In its petition, Covia disclosed $2,504,740,814 in assets and
$1,903,952,839 in liabilities. The petition was signed by Andrew
D. Eich, executive vice president, chief financial officer, and
treasurer.
The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS
INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as
co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT
PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial
advisor; and PRIME CLERK LLC, as claims and noticing agent.
DAVIDSTEA INC: Gets Initial CCAA Stay; PwC Named Monitor
--------------------------------------------------------
The Superior Court of Quebec issued an initial order under the
Companies' Creditors Arrangement Act in respect of DAVIDsTEA Inc.
and DAVIDsTEA (USA) INC. The Initial Order provides for an initial
stay of all proceedings until July 17, 2020 and appoints
PricewaterhouseCoopers Inc. as monitor of the business and
financial affairs of the Debtors.
On July 8, 2020, the Monitor applied for the recognition of the
CCAA Proceedings in the United States by filing a petition under
Chapter 15 of the United States Bankruptcy Code before the United
States Bankruptcy Court for the District of Delaware and on July 9,
2020, the U.S. Court entered an order provisionally enforcing the
Initial Order in the United States pending a hearing on the merits
of recognition on August 5, 2020.
A copy of the Initial Order and the relevant materials pertaining
to the CCAA Proceedings and to the Chapter 15 Proceedings are
available on the Monitor's website:
https://www.pwc.com/ca/davidstea
Monitor can be reached at:
PricewaterhouseCoopers Inc., LIT
1250 Rene-Levesque Boulevard West, Suite 2500
Montréal, Quebec, Canada H3B 4Y1
Tel: +1 514 205 5000
Fax: +1 514 205 5694
Counsel for the Companies:
Buchanan Ingersoll & Rooney
Attn: Mary F. Caloway
James D. Newell
Mark Pfeiffer
Tyler Dischinger
919 North Market Street, Suite 990
Wilmington, Delaware 19801
Tel: (302) 552-4200
Fax: (302) 552-4295
Email: mary.caloway@bipc.com
james.newell@bipc.com
mark.pfeiffer@bipc.com
tyler.dischinger@bipc.com
DavidsTea Inc. -- https://www.davidstea.com/ca_en/home/ -- is a
Canadian specialty tea and tea accessory retailer based in
Montreal, Quebec. It is the largest Canadian-based specialty tea
boutique in the country.
DEAN & DELUCA: Seeks to Hire MaloneBailey as Tax Accountant
-----------------------------------------------------------
Dean & Deluca New York, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ MaloneBailey, LLP, as tax accountant to the
Debtors.
Dean & Deluca requires MaloneBailey to assist in the preparation
and filing of the Debtors' tax returns for calendar years 2018 and
2019.
MaloneBailey will be paid $72,000 for the services rendered.
Qiwen Zhao, senior tax manager of MaloneBailey, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
MaloneBailey can be reached at:
Qiwen Zhao
MALONEBAILEY, LLP
9801 Westheimer Rd.
Houston, TX 77042
Tel: (713) 343-4286
About Dean & Deluca New York
Dean & DeLuca New York, Inc., is a multi-channel retailer of
premium gourmet and delicatessen food and beverage products under
the Dean & DeLuca brand name. It traces its roots to the opening of
the first Dean & DeLuca store in the Soho district of Manhattan,
New York City by Joel Dean and Giorgio DeLuca in 1977.
Affiliate Dean & DeLuca, Inc. was incorporated in Delaware in 1999.
On Sept. 29, 2014, Pace Development Corporation, through its wholly
owned subsidiary, Pace Food Retail Co., Ltd., acquired 100% of the
shares of Dean & DeLuca, Inc. from its then shareholders.
Dean & DeLuca New York and six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-10916) on March 31, 2020. At the time of the filing, Debtors had
estimated assets of between $10 million and $50 million and
liabilities of between $100 million and $500 million.
The Debtors tapped Brown Rudnick LLP as their legal counsel,
Stretto as claims and noticing agent, and Saul Ewing Arnstein &
Lehr LLP as special counsel.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Arent Fox, LLP.
ELWOOD ENERGY: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from positive and
affirmed its 'BB+' rating on Elwood Energy LLC's senior secured
debt after the rating agency lowered its forecast for projected
capacity prices in the company.
Elwood is a 1,350-megawatt (MW) peaking plant about 50 miles
southwest of Chicago. The project is fully merchant and has nine
simple-cycle 7FA combustion turbines sourced from General Electric
Co. Each turbine earns revenue by selling production capacity and
electricity into PJM Interconnection LLC's (PJM) ComEd power
market.
Downward revision to ComEd capacity price assumptions reduces the
minimum debt service coverage ratio (DSCR). The outlook revision
reflects the project's lower-than-previously-projected DSCRs, as a
result of a revision to S&P Global Ratings' capacity price
assumptions. S&P now expects ComEd to clear substantially lower
than in the previous base residual auction given the shift in
market dynamics due to lower industrial demand, higher imports, and
the commissioning of the 1.1 gigawatt Jackson Generation LLC power
plant (Jackson) in 2022. S&P has therefore revised its forecast for
the 2022/2023 auction year to $150/MW-day, compared with
$165/MW-day previously. Coupled with elevated fixed debt service in
2022, this results in Elwood's minimum DSCR declining to 1.75x,
compared with 2.06x previously.
A short, fully amortizing debt profile provides some protection
against market risks. With only four years of capacity prices
uncleared before the debt's full amortization, the project is
exposed to less market risk and exhibits more robust downside-case
scenario resilience, compared with that of some peers that have
Term Loan Bs in place. However, S&P highlights that although energy
revenues make up only 5%-10% of Elwood's cash flows, the rating
agency believes these will be volatile over the medium term given
demand pressure and lower forward prices. The project's liquidity
remains strong, with cash flows supported by a six-month debt
service reserve account (DSRA). As of April 2020, Elwood's revenues
also benefit from a Black Start contract with PJM, under which the
project will receive incremental payments for five years.
Shared facilities agreement is not expected to affect Elwood's
credit quality. Given that Elwood's gas lateral is 50 years old and
needs to be replaced, the project plans to enter into an SFA with
the adjacent Jackson project to share gas facilities. S&P does not
expect this arrangement to affect Elwood's credit quality for the
following reasons:
-- Because Jackson owns the physical assets, the security Elwood
is granting is its right under the SFA. Therefore, in the event of
Elwood's foreclosure, project lenders would obtain these rights;
-- If Jackson were to shut down, Elwood would retain the right to
continue to use the gas facilities; and
-- S&P views the transaction as taking place at arm's length given
there are proper cost-sharing and accounting mechanisms in place.
The stable outlook reflects S&P's view that Elwood's operations
remain consistent and that although the rating agency expects
somewhat diminished cash flows due to
lower-than-previously-forecast capacity prices, it forecasts
average coverage ratios to be relatively high at 2.69x, and a
minimum DSCR of 1.75x. In addition, S&P views the fully amortizing
debt profile as a credit positive.
"We could lower the rating if capacity prices clear lower than we
forecast or if energy revenues do not meet our expectations. This
could occur if demand growth in ComEd slows or if there is an
influx of additional generating capacity. We could also lower the
rating if peak energy prices decline, or if the plant fails to
produce electricity when dispatched by PJM, incurring penalties.
More specifically, if any of the above events result in the minimum
DSCR falling and staying below 1.60x, a negative rating action
could follow," S&P said.
"We could raise the rating if we believe that financial performance
results in S&P Global Ratings' forecast minimum DSCR exceeded
2.25x, coupled with there being visibility on cleared capacity
prices until the debt matures. Higher minimum DSCR could result
from PJM capacity prices clearing higher or energy generation
exceeding our forecast," the rating agency said.
EMBLEMHEALTH INC: A.M. Best Affirms B- ICRs on Insurance Units
--------------------------------------------------------------
AM Best has removed from under review with negative implications
and affirmed the Financial Strength Rating of C+ (Marginal) and
Long-Term Issuer Credit Rating of "b-" of Health Insurance Plan of
Greater New York (HIP), HIP Insurance Company of New York, Group
Health Incorporated (GHI) and ConnectiCare, Inc. (ConnectiCare)
(Famington, CT). All companies are subsidiaries of EmblemHealth,
Inc. and domiciled in New York, NY, unless otherwise specified. The
outlook assigned to these Credit Ratings (ratings) is negative.
The ratings reflect EmblemHealth's balance sheet strength, which AM
Best categorizes as very weak, as well as its marginal operating
performance, neutral business profile, and marginal enterprise risk
management.
The negative outlooks reflect AM Best's concern over the
deterioration of EmblemHealth's balance sheet strength. The
sizeable decline in capital over the past few years is the result
of losses at its lead operating company, HIP, which has been under
a capital restoration plan with the New York Department of
Financial Services since 2016. That restoration plan calls for a
meeting and complying with a reduced reserve requirement. AM Best
notes that while HIP's capital and surplus exceeded the reduced
reserve requirement at year-end 2019 and is expected to increase in
2020 due to earnings improvement and other initiatives being taken
to improve HIP's capital position, the improvement in capital has
taken longer than AM Best's expectations. AM Best will continue to
monitor the organization's strategy and results regarding
improvement in earnings and the strengthening of capitalization. In
addition, EmblemHealth has reported a trend of underwriting losses
driven by higher medical costs amid intensifying market
competition. Losses reported in 2019 were largely driven by
deterioration in the group's Medicaid and commercial lines of
business.
The rating affirmations reflect various initiatives implemented by
EmblemHealth to improve operating performance over the next several
years, primarily driven by cost savings associated with completing
its migration to a new operating platform, which has been
outsourced to Cognizant. The group's agreement with Cognizant is
expected to improve EmblemHealth's technology and operational
capabilities. EmblemHealth has a solid market share in its core
market. Through HIP and GHI, the organization maintains a sizeable
market share in the greater New York City metropolitan area, which
includes the City of New York account. EmblemHealth's relationship
with its affiliated medical practice, AdvantageCare Physicians
provides a competitive advantage in delivering quality medical care
to customers in all lines of business.
EMPIRE RESORTS: Fitch Assigns 'B(EXP)' IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings has assigning an expected Issuer Default Rating of
'B(EXP)' to Empire Resorts, Inc. Fitch also assigned an expected
'B+/RR3(EXP)' rating to Empire's planned issuance of $475 million
senior secured notes. The Rating Outlook is Negative.
The final rating is contingent on completion of the secured note
offering and receipt of final documents conforming materially to
preliminary documentation reviewed.
Empire's 'B' IDR reflects its stand-alone 'CCC+' IDR with a
two-notch uplift related to its relationship with Genting Berhad
(BBB+/Negative). Empire's standalone credit profile reflects its
concentration in a competitive, saturated Northeast market as well
as its high leverage and tight FCF. Fitch projects rent adjusted
gross leverage at 10.2x in 2022 (11.8x inclusive of Genting Empire
Resorts, LLC [HoldCo] debt), which is an improvement from 2019 and
takes into account management's expense and marketing strategy
since taking Empire private. Recent capital infusions from the
sponsors and the pending issuance will provide a considerable
liquidity buffer. However, available liquidity and other financial
considerations are made more uncertain by the coronavirus-related
disruption, which is incorporated into the Negative Outlook.
The two-notch uplift is pursuant to Fitch's 'Parent and Subsidiary
Rating Linkage' criteria and reflects Empire's moderate linkage to
Genting, whose 49.5% owned subsidiary Genting Malaysia owns a 49%
stake in Empire. The balance is owned by Kien Huat, the investment
vehicle of the Lim family that controls Genting. The moderate
linkage reflects a keepwell deed that requires Genting Malaysia to
keep minimum net worth of at least $100 million; reputation risk to
Genting as the group is interested in obtaining a full casino
license in or closer to New York City as well as possibly other
major gateway jurisdictions; and strategic/operational linkage
vis-a-vis brand sharing and cross-marketing. Weaker linkage
relative to Resorts World Las Vegas (BBB+/Negative) reflects lack
of full ownership by Genting and Empire's relatively smaller size
and investment.
KEY RATING DRIVERS
Persistently High Leverage: Fitch forecasts standalone gross
adjusted leverage to remain above 9x through 2023 (over 10x
including HoldCo debt), driven by a gradual recovery from the
coronavirus disruption and the incremental debt being raised to
refinance the existing capital structure. Fitch capitalizes
Empire's leases at 8x, which include a ground lease under its
casino with EPR Properties, a REIT. Fitch's forecast gives credit
for roughly $25 million in cost savings management is executing on
after taking the company private in late 2019 and the more
permanent cuts made in response the coronavirus. The risk
associated with Empire's high leverage is amplified by its lack of
diversification.
Lack of Diversification: Empire operates a single property, Resorts
World Catskills, in a competitive market that could be subject to
new supply in the medium term. Single-site casino operators are
typically rated on the low end of speculative grade, though some
can achieve higher ratings if they are in well-protected,
monopolistic type regulatory environments and have very low
leverage. Empire's could become more diversified with its second
slots-only casino license slated for the nearby Orange County, NY.
However, given the geographic proximity of OC the ratings benefit
from opening the additional casino will be somewhat limited.
Competitive Pressure Tempers Potential: RWC is located
approximately 90 miles from New York City and the immediate area
around the casino is remote relative to the size of resort. RWC
competes with Atlantic City, NJ, eastern Pennsylvania, New York
City area slots-only properties and Connecticut tribal casinos for
New York metro area customers. The competitive landscape makes
significant, long-term growth in gaming revenues unlikely.
Additionally, New York State can consider incremental downstate
full-scale licenses beginning 2023, which could in turn increase
political momentum to try and expand gaming in New Jersey again.
Transaction Buffers Liquidity: Empire will have roughly $100
million in cash following the secured note issuance, which includes
roughly $30 million in an interest reserve account. This is
sufficient in the context of weak, yet positive, forecasted EBITDA
generation in the second half of 2020 and minimal maintenance capex
needs. The high excess cash balances initially offset the lack of a
revolving credit facility. Fitch forecasts FCF to be slightly
negative in 2021 and become slightly positive thereafter. Assuming
the OC project goes forward and development costs are on the lower
side, Empire could have sufficient cash balances to fund the
project without additional capital. While the excess cash provides
a healthy buffer during its forecasted recovery from the
coronavirus, longer term, Fitch expects Empire to maintain lower
cash balances more in-line with operating needs.
Genting Relationship Positive: Fitch views Empire's association
with Genting Berhad (BBB+/Negative) positively and warrants a
two-notch uplift from the 'CCC+' standalone credit profile under
Fitch's 'Parent and Subsidiary Rating Linkage' criteria. The
bottoms-up approach focusing on the standalone credit profile
differs from other Genting-owned entities that are equalized with
the parent's rating. This is primarily due to Genting not wholly
owning Empire Resorts, as Kien Huat (the investment vehicle of the
Lim family that controls Genting) owns 51% and controls Empire. In
addition, Fitch views RWC as having less strategic value than other
wholly owned Genting properties, which are generally large-scale
flagship assets that generate materially greater cash flow.
Still, RWC does have strategic value given Genting's reputational
risk with global gaming regulators, and the property is managed by
the same team as Resorts World New York and shares the same brand.
The two-notch uplift is also supported by a keepwell deed that
requires Genting Malaysia to keep minimum net worth at least $100
million. Kien Huat has already supported Empire, mainly through
preferred equity investments, to ensure the prior capital
structure's debt was serviced during initial operating weakness.
DERIVATION SUMMARY
Empire's standalone credit profile is consistent with other
single-site casino operators, are typically on the lower end of
speculative grade. While liquidity is not an immediate issue, the
rating reflects Empire's geographic concentration in a competitive
environment subject to new supply risk in the medium term. The
stand-alone profile also reflects higher leverage and a weak FCF
profile. Fitch treats the HoldCo debt as debt of the rated entity
due to potential enforcement of a share pledge triggering a Change
of Control at the rated entity level.
KEY ASSUMPTIONS
-- Its assumptions build off a normalized, run-rate net revenue of
$300 million, supported by managements post-privatization
initiatives, which were showing signs of success in the first part
of Q1'20 before the coronavirus. From this baseline, Fitch assumes
no revenue in Q2'20 given state-wide shutdowns of casinos in New
York. Quarterly declines in the second half of 2020 25%-50%, which
are slightly worse than its broad assumptions for regional gaming
markets given the slower re-opening of New York's casinos relative
to other jurisdictions. Revenue declines in 2021, 2022, and 2023
relative to its normalized baseline are -10%, -5%, and 0%,
respectively.
-- EBITDAR is $10 million in 2020, primarily due to the negative
EBITDAR generated during Q2'20 when the property was closed.
EBITDAR margins increase toward 20% beginning 2021 thanks to a
large number of cost savings associated with taking Empire private,
as well as a rationalization of the labor pool post-coronavirus.
-- Rent is roughly $20 million per year.
-- $475 million in secured notes are issued mid-2020, with $50
million funding debt paydown at the HoldCo level. Fitch assumes
$100 million of debt remains outstanding at HoldCo through its Base
Case;
-- Maintenance capex is minimal given the property's age. Fitch
does not include any assumptions for the OC license at this time
given uncertainty around ultimate size, timing, and location.
RECOVERY ASSUMPTIONS
The recovery analysis assumes that Empire Resorts would be
reorganized as a going-concern in bankruptcy rather than
liquidated. Fitch has assumed a 10% administrative claim and there
is no revolver in the capital structure.
Going-concern EBITDA of roughly $35 million is in-line with Fitch's
2021 estimates, which incorporates some coronavirus impact
relative. This also takes into account cost savings from taking
Empire private (ex. corporate overhead) and rationalizing expenses
post-coronavirus. This level of EBITDA is representative of margins
in the mid-teens, given New York's high gaming taxes and the
competitive nature of Empire's addressable market. Since Resorts
World Catskills opened in 2018, there is limited historical
performance to analyze.
Fitch applies a 6.0x EV/EBITDA multiple, which reflects the intense
competitive environment, limited track record of operations and
less established player database. This is balanced by the
property's younger age and quality, having opened in 2018.
Typically, Fitch will assign 5.5x - 7.0x multiples to regional
gaming companies depending on diversification, competitive
environment, asset quality, and existence of meaningful leases.
Fitch also includes roughly $90 million in additional value for the
OC slot-only casino license. Since the property is not yet built
nor its location identified, Fitch values the license under a
conservative set of assumptions as follows: 1,500 slots, $180 win
per unit per day, 15% EBITDA margins, 6.0x EV/EBITDA multiple. The
WUD assumptions are characteristic of a regional casino in a
saturated market. The margin assumption takes into account the high
gaming tax associated with slot-only licenses.
Fitch forecasts a post-reorganization enterprise value of roughly
$270 million, after the deduction of expected administrative claims
of 10%. This results in a 51%-70% recovery band for the senior
secured notes, which equates to +1 notching from the IDR to 'B+'.
Given the structural subordination of the HoldCo debt, it does not
impact the recovery analysis of the Empire senior secured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Reductions in adjusted debt/EBITDAR toward 7.0x (includes
HoldCo debt);
-- FCF margin consistently positive;
-- An increase in rating linkage with Genting Berhad;
-- Geographic diversification away from greater New York City.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A prolonged operating disruption from the coronavirus pandemic
such
that excess cash balances are significantly eroded;
-- Persistently negative FCF;
-- Increased debt burden, potentially from the construction of
the
OC property;
-- A decrease in rating linkage with Genting Berhad.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Transaction Buffers Liquidity: Empire will have roughly $100
million in cash following the secured note issuance, which includes
roughly $30 million in an interest reserve account for the first
two coupon payments after closing. This is sufficient in the
context of weak, yet positive, forecasted EBITDA generation in the
second half of 2020 and minimal maintenance capex needs. The high
initial excess cash balances offset the lack of a revolving credit
facility.
Fitch forecasts FCF to be marginally negative in 2021 and become
slightly positive thereafter. Assuming the OC project goes forward
and development costs are on the lower side, Empire could have
sufficient cash to fund the project without additional capital.
While the excess cash provides a healthy buffer during its
forecasted recovery from the coronavirus outbreak, longer term,
Fitch expects Empire to maintain lower cash balances more in-line
with operating needs.
There is a funded interest reserve account at the HoldCo level that
will cover HoldCo debt service until the March 2021 maturity. The
$100 million remaining HoldCo loan matures in March 2021 but the
company has a one-year extension option.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
SUMMARY OF FINANCIAL ADJUSTMENTS
-- Fitch adds back non-recurring items to EBITDA. Fitch also
includes HoldCo debt in its leverage calculation as it is
considered debt of the rated entity per Fitch's criteria.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
EXGEN RENEWABLES: S&P Upgrades ICR to 'B+'; Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
ExGen Renewables IV LLC (EGR IV) to 'B+' from 'B' following PG&E
Corp.'s emergence from bankruptcy, which had no impact on the
Antelope Valley Solar Ranch (AVSR) contract.
S&P also raised its issue-level rating on ExGen Renewables IV LLC's
(EGR IV) $850 million term loan due in 2024 to 'BB-' from 'B' and
revising the recovery rating to '2' from '3' based on lower debt
outstanding at its simulated default at maturity in 2024 instead of
due to PG&E's bankruptcy in 2020.
PG&E successfully emerged from bankruptcy with no impact on the
AVSR contract. On June 20, 2020, PG&E received bankruptcy court
confirmation of its reorganization plan, and on July 1 emerged from
the proceedings with no impact on its contract with AVSR.
"The upgrade reflects our view of an improved credit profile with
the release of the trapped cash and resumption of normal dividends
from AVSR to EGR IV in 2021 and beyond. We expect about $87 million
to be released by the end of first quarter of 2021 and applied to
the term loan B. We now rate PG&E 'BB-'; as AVSR is a material
subsidiary of EGR IV, the rating is capped at the 'BB-' rating on
PG&E," S&P said.
EGR IV's 2019 performance was in line with expectations. It had
generation of 5,280 gigawatt hours. For fiscal year 2019, EGR IV
received $59.2 million in distributions--all from ExGen Renewables
Partners LLC (EGRP) and SolGen Power LLC. There were no
distributions from AVSR due to the cash trap or from Albany Green
Energy (AGE) as a result of an outage, which was fully repaired.
S&P expects AGE to make distributions of about $12 million in 2020.
All subsidiaries, other than AVSR, were in compliance with their
debt and distribution covenants with sufficient headroom to
distribute to EGR IV. Debt outstanding on the term loan B on May
31, 2020, was $774.5 million.
"We forecast run-rate leverage of about 6x. For 2021 and 2022, we
expect distributions to EGR IV of about $97 million and
weighted-average leverage of about 6x. We expect the project to
deleverage materially with the release of cash from AVSR, such that
debt outstanding is around $600 million at the end of 2021," S&P
said.
"Our stable outlook reflects our view that the portfolio will
operate in line with expectations with no trapped distributions now
that PG&E has emerged from bankruptcy and the AVSR contract was not
affected. As this portfolio is a fully contracted closed portfolio
of operating renewable assets with long-term offtake agreements at
fixed or escalating prices, the key exposures for the portfolio are
resource risk and higher than expected operating costs," the rating
agency said.
S&P expects the trapped distributions at AVSR to be released by the
first quarter of 2021 and be applied toward term loan paydown. It
expects debt to EBITDA of 5.5x-6.5x for 2021 and 2022, and funds
from operations (FFO) plus interest to debt service of 3.5x-4x
during the same period.
"We may consider a downgrade if debt to EBITDA remains above 7x,
the amortization from the sweep mechanism does not accelerate with
the distribution release, or the consolidated debt service coverage
ratio (DSCR) falls below 1.1x, which could come from poor resource
performance or higher than expected operations and maintenance
costs. Specifically, we could reconsider the financial policy
scores for EGR IV in this situation." The relatively large
distributions from AVSR mean ongoing issues that affect production
could also lead us to downgrade EGR IV," S&P said.
Additionally, if the rating on PG&E falls below 'B+', S&P would
lower the rating on EGR IV.
Although unlikely at this time, S&P could consider an upgrade if
debt to EBITDA is below 5x and consolidated DSCR is above 1.4x
under its assumptions. As the company's largest counterparty, PG&E,
is rated 'BB-' and constitutes 40% of cash flows, the EGR IV rating
is capped by the rating on PG&E.
EXTRACTION OIL: Fitch Withdraws 'D' LT IDR Amid Bankruptcy
----------------------------------------------------------
Fitch Ratings has withdrawn the following Extraction Oil & Gas,
Inc. ratings: 'D' Long-Term Issuer Default Rating; 'CCC'/'RR1'
senior secured credit facility rating; and 'C'/'RR6' senior
unsecured notes rating.
The ratings were withdrawn with the following reason: bankruptcy of
the rated entity, debt restructuring or issue/tranche default.
KEY RATING DRIVERS
Fitch Ratings has withdrawn the ratings as Extraction Oil & Gas has
entered into bankruptcy. Accordingly, Fitch will no longer provide
ratings or analytical coverage.
RATING SENSITIVITIES
Rating sensitivities do not apply; the ratings are being
withdrawn.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
ESG CONSIDERATIONS
Extraction Oil & Gas, Inc.: Exposure to Social Impacts: 4
Except for the matters discussed, the highest level of ESG credit
relevance, if present, is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
FIELD OF FLOWERS: Hires Gamberg & Abrams as Bankruptcy Counsel
--------------------------------------------------------------
Field of Flowers, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Gamberg &
Abrams, as bankruptcy counsel to the Debtor.
Field of Flowers requires Gamberg & Abrams to:
(a) advise the Debtor with respect to their powers and duties
as debtor and debtor-in-possession in the continued
management and operation of his business and properties;
(b) attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and
consult on the conduct of the cases, including all of
the legal and administrative requirements of operating
in Chapter 11;
(c) advise the Debtor on matters relating to the evaluation
of the assumption, rejection or assignment of unexpired
leases and executory contracts;
(f) provide advice to the Debtor with respect to legal issues
arising in or relating to the Debtor's ordinary course of
business;
(g) take all necessary action to protect and preserve the
Debtor's estates, including the prosecution of actions
on their behalf, the defense of any actions commenced
against the estates, negotiations concerning all
litigation in which the Debtor may be involved and
objections to claims filed against the estate;
(h) prepare on behalf of the Debtor all motions,
applications, answers, orders, reports and papers
necessary to the administration of the estates;
(i) negotiate and prepare on the Debtor's behalf a plan of
reorganization; disclosure statement and all related
agreements and/or documents, and take any necessary action
on behalf of the Debtor to obtain confirmation of such
plan;
(j) attend meetings with third parties and participate in
negotiations with respect to the above matters;
(k) appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtors'
estates before such courts and the U.S. Trustee; and
(1) perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with these Chapter 11 cases.
Gamberg & Abrams will be paid based upon its normal and usual
hourly billing rates.
The Debtor paid Gamberg & Abrams the amount of $17,000 on March 27,
2020. After deducting fees and expenses, the remaining balance of
$25 is held in the Firm's trust account.
Gamberg & Abrams will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Thomas L. Abrams, partner of Gamberg & Abrams, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Gamberg & Abrams can be reached at:
Thomas L. Abrams, Esq.
GAMBERG & ABRAMS
633 S. Andrews Av., Suite 500
Fort Lauderdale, FL 33301
Tel: (954) 523-0900
E-mail: tabrams@tabramslaw.com
About Field of Flowers
Field of Flowers, Inc., owns and operates a landscaping and flower
shop.
Field of Flowers, Inc., based in Fort Lauderdale, FL, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-17423) on July 7,
2020. The Hon. Paul G. Hyman, Jr. oversees the case. GAMBERG &
ABRAMS, serves as bankruptcy counsel.
In the petition signed by Donn F. Flipse, CEO, the Debtor disclosed
$349,181 in assets and $1,692,973 in liabilities.
FIRST BRANDS: S&P Affirms 'B' ICR on Proposed Acquisitions
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on First
Brands Group LLC, formerly known as Trico Group LLC, with negative
outlook. At the same time, S&P assigned a 'B' rating and a '3'
recovery rating to the proposed $710 million first-lien term loan
B-3.
First Brands is planning to acquire two different companies, both
of which operate in the aftermarket space. The transaction will
be financed with an incremental first-lien B-3 term loan of $710
million, rollover of its existing first lien B-2 term loan ($769
million) to the new B-3 term loan, and drawing $100 million on its
upsized asset-based loan (ABL) facility (increased to $250 million
from $150 million). S&P expects debt to EBITDA of 5.6x-6.0x in
2020, improving to 4.0x-4.4x in 2021 as transaction-related
expenses and coronavirus-related effects drop off. It expects costs
to achieve synergies to occur in 2020 as well as 2021.
The proposed acquisitions will add substantial scale and reduce
First Brands' exposure to the original equipment market (OEM).
S&P expects pro forma OEM exposure to decline from about 25% to
15%. There are also opportunities for synergies, and the increased
scale should also improve the company's bargaining power. The
company has grown significantly over the past couple of years, and
although there are potential integration risks, S&P would view
favorably the successful execution on potential synergies and
business strategies.
There continue to be uncertainties around the impact of the
coronavirus on the company's credit metrics for the rest of 2020
and 2021. Despite the reduction in OEM exposure from the proposed
acquisitions, reduced levels of production will nevertheless hinder
sales growth. In addition, demand for aftermarket segment products
could continue to be hurt in the near term as miles driven have
declined versus previous years and people focus on other
nondiscretionary needs. The lingering effects of the
pandemic-induced crisis could severely limit the pace of growth,
held down by a slow jobs recovery as stimulus fades.
The proposed amendment increases covenant headroom on its financial
covenants. As per the proposed amendment, the covenant step-downs
have been adjusted to 4.75x in the second quarter of 2021, 4.5x in
the third quarter of 2021, and 4.25x in the first quarter of 2022.
S&P expects the company to remain in compliance with its financial
covenants. However, if the coronavirus pandemic has a greater
effect than S&P has forecast, it could result in a tighter cushion
on its covenants.
The company's cash flows will likely be pressured for the remainder
of 2020, with relatively large payments for interest and debt
amortization, as well as transaction-related expenses. In
addition to the $18.5 million in pro forma mandatory quarterly debt
amortization, First Brands will pay large interest expenses, which
includes interest on its factoring program. There are also
transaction costs in 2020, in addition to onetime costs to achieve
synergies in both 2020 and 2021. Therefore, a second wave of the
coronavirus or operational missteps could further pressure the
company's cash flow in 2020.
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
The negative outlook reflects the risk that credit metrics could be
worse than S&P expects over the next 12 months, due to
coronavirus-related impacts or potential integration costs that
delay synergy realization and reduction of debt leverage to below
5.0x.
"We could lower the ratings during the next 12 months if the
coronavirus effects are larger than we expect, or if there are
integration issues, leading to debt to EBITDA above 6x and free
operating cash flow (FOCF) to debt toward breakeven. We could also
lower the ratings if liquidity erosion occurs and there are
concerns regarding the company's ability to meet its covenant or
mandatory debt and interest payments," S&P said.
"We could revise the outlook to stable during the next 12 months if
the impact of the coronavirus are not as large as we expect and the
integrations and achievement of synergies go as expected. We would
also expect to debt-to-EBITDA to remain below 5x and FOCF to debt
of above 5%," the rating agency said.
FITNESS INTERNATIONAL: S&P Alters Outlook to Neg., Affirms CCC+ ICR
-------------------------------------------------------------------
S&P Global Ratings revised Fitness International LLC's (LA Fitness)
rating outlook to negative from developing and affirmed its 'CCC+'
issuer credit rating and its 'B-' senior secured issue-level
rating. The recovery rating on this debt remains '2'.
While LA Fitness has been able to make a significant portion of its
cost structure variable in response to mandatory club closures
resulting in a lower cash burn compared to S&P's previous April
base case, rising COVID-19 cases in the south, southwest, and
western U.S. and subsequent roll-backs of state reopening plans
have shifted risks to the downside. The outlook revision to
negative from developing primarily reflects a modestly downward
shift in S&P's base case forecast for revenue and EBITDA in 2020
and 2021, and the significant uncertainty around the shape and
nature of a COVID-19 containment effort. Accordingly, S&P believes
there is the possibility that a significant portion of LA Fitness'
clubs may be forced to remain fully or partially closed for the
next several months, and potentially into 2021, which could result
in reduced revenue and cash flow for a prolonged period.
Additionally, elevated unemployment levels and a prolonged
recession combined with consumer fear around returning to the gym
may result in higher lease-adjusted leverage in 2021 than S&P's
base case of around 7x. Depending on the longevity of restrictions
and gym closures, and of the ongoing U.S. recession, the range of
outcomes may vary widely for revenue, EBITDA, leverage, and
liquidity in coming months and this year. It is also possible that
revenue and EBITDA declines could be harsher than S&P's base case
scenario if club closures continue beyond the third quarter of
2020, or containment efforts continue into 2021.
S&P affirmed the 'CCC+' rating, reflecting its assumption that LA
Fitness will experience a significant spike in leverage and a cash
burn rate while gyms are closed and possibly during the early
months of reopening that may result in an unsustainable capital
structure. S&P has not lowered the rating further at this time,
because the company's cash balances provide it some liquidity
cushion to weather additional cash burn. It assumes that as a
result of the recent surge in COVID-19 cases, and California's July
13 order that fitness clubs in 30 counties close, LA Fitness will
be required to re-close many of its recently reopened gyms located
in California, Arizona, Texas, and Florida, where it has over 40%
of its clubs, through the third quarter of 2020 and potentially
beyond. In its base case, S&P estimates revenue could decline 45%
or more in 2020 as a result of gym closures, the recession, and
member concerns around returning safely to the gym, and the rating
agency now expects its measure of the company's leverage could be
around 7x through 2021, even under its base case for recovery in
2021.
"It is our understanding the company had cash available at the end
of June, primarily from drawing on its $400 million revolver. This
cash level may be insufficient to cover anticipated cash burn in a
scenario where the company has to shut down a significant portion
of its clubs in the third quarter of 2020 and if they remain closed
through the remainder of the year," S&P said.
"We have assumed anticipated cash needs include debt service,
significantly reduced labor costs, and non-rent occupancy costs at
clubs that remain closed. Depending upon how much revenue recovers,
the company may burn cash for several months after clubs re-open
while the company brings its employees back from furloughs, pays
vendors to remain current, and brings facilities back online," the
rating agency said.
An extended period of gym closures beyond the third quarter of 2020
as a result of a longer-term COVID-19 mitigation effort, or a
potential second wave of infections, could leave the company
vulnerable to a near-term default unless it completes an additional
liquidity transaction. Under such a scenario, ratings could be
further pressured despite S&P's belief that LA Fitness has been
able to almost completely scale back growth capital expenditures
(capex) and furlough and lay off employees to slow cash burn. S&P
also believes that LA Fitness negotiated with its landlords for
temporary rent relief over the next several months in the rating
agency's updated base case forecast.
The negative outlook reflects the potential for significant revenue
disruption caused by intermittent mandatory regional club closures
as a result of the COVID-19 pandemic. While the company has made
significant cost reductions, resulting in reduced cash burn
relative to S&P's published March 2020 base case, LA Fitness may
need additional liquidity before the end of 2020. Additionally,
recent growth in COVID-19 cases and the subsequent shutdown of gyms
in Arizona and California indicate that another wave of fitness
club closures is plausible. This could mean the company could face
another low- or no-revenue scenario in the coming months--at least
for a portion of its gyms. In this scenario, if S&P believes a
distressed exchange or conventional default is likely in the next
year, it would lower the rating.
Environmental, Social, and Governance (ESG) credit factors for this
credit rating change: Health and safety factors
The negative outlook reflects LA Fitness' very high leverage
through 2021 and the potential for significant revenue disruption
caused by intermittent mandatory regional club closures as a result
of the COVID-19 pandemic.
"We could lower ratings if we believe the company's liquidity
position will worsen, or we believe it is likely the company would
default or enter into a debt restructuring of some form in the next
12 months," S&P said.
"Although unlikely over the next several quarters and until a
significant portion of gyms can reopen and ramp up revenue, we
could consider a one-notch upgrade or more if we believe the
company can sustain positive cash flow, and is likely to materially
reduce leverage to below 7x following the COVID-19 containment
period," the rating agency said.
GKS CORPORATION: Hires Whittlesey PC as Accountant
--------------------------------------------------
GKS Corporation seeks authority from the U.S. Bankruptcy Court for
the District of Massachusetts to employ Whittlesey PC, as
accountant to the Debtor.
GKS Corporation requires Whittlesey PC to:
(a) assist in the preparation and filing of the Debtor's 2019
corporate tax returns; and
(b) render additional accounting work as may be required for
the Debtor to administer this Chapter 11 case, including,
without limitation, the preparation of financial reports
and tax returns for years after 2019.
Whittlesey PC has agreed to be paid a flat fee of $4,500 in
connection with its preparation the Debtor's 2019 taxes.
Whittlesey PC will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brenden Healy, partner of Whittlesey PC, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Whittlesey PC can be reached at:
Brenden Healy
WHITTLESEY PC
280 Trumbull Street, 24th Floor
Hartford, CT 06103
Tel: (860) 522-3111
About GKS Corporation
GKS Corporation -- http://www.theamericaninn.net/-- owns and
operates a continuing care retirement community and assisted living
facility for the elderly. It is a 50-acre country village setting
in Southwick, Mass., with easy access to healthcare services,
transportation, shopping and recreation.
GKS Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 19-30998) on Dec. 26,
2019. At the time of the filing, the Debtor had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.
Michael J. Goldberg, Esq., at Casner & Edwards, LLP, is the
Debtor's legal counsel.
OnePoint Partners, LLC was approved to provide Toby Shea as Chief
Restructuring Officer for the Debtor.
GREYSTAR REAL ESTATE: S&P Downgrades ICR to 'B+'; Outlook Stable
----------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
Greystar Real Estate Partners LLC to 'B+' from 'BB-'. The outlook
is stable.
At the same time, S&P lowered the issue rating on Greystar's 5.75%
senior secured debt due December 2025 to 'B+' from 'BB-'. The
recovery rating of '3' indicates S&P's expectation for meaningful
recovery (50%-70%) of principal in the event of a payment default.
"The downgrade reflects our expectation that leverage, measured as
net debt to adjusted EBITDA, will remain above 4.0x over the next
12 months. In April 2020, Greystar issued $200 million in preferred
stock and has a commitment for an additional $170 million, which it
can draw at its option over the next two years. In our net debt
calculation, we consider the preferred stock as debt because it
matures in 12 years and was primarily issued to one issuer," S&P
said.
"Notwithstanding the rise in leverage, we favorably view Greystar's
acquisition of Alliance Residential Co. in June 2020 for about $200
million in an all-cash deal," the rating agency said.
The acquisition fortifies the company's market position as a no. 1
multifamily property manager in the U.S. Greystar expects to add
about 130,000 housing units. Through this transaction, Greystar
will grow to nearly 19,000 team members overseeing a portfolio of
more than 2,400 communities and 660,000 apartment units across 42
U.S. states and 13 countries.
Despite the economic disruption, Greystar expects to collect about
95% of rent because its properties cater to tenants who are more
likely to have kept their jobs through the global pandemic. The
combined company collected about 95% of its April and May rent, off
slightly from the 99% on average in months before the pandemic,
according to Greystar.
In April 2020, the company closed a $1.5 billion fundraise for
Greystar Global Strategic Partners I, a fully discretionary fund
that will be the primary source of sponsor equity for future
Greystar-sponsored investment vehicles. Of the $1.5 billion, $1.2
billion is provided by four institutional limited partners and $300
million is provided by a partnership majority-owned and controlled
by Greystar. The company expects to deploy the committed capital
over the five-year investment period. In May 2020, the iQ Student
Accommodation portfolio, a student living portfolio in which
Greystar owned a minority interest, was sold for GBP4.6 billion.
S&P expects this sale to be accretive to Greystar's EBITDA for
2020.
Excluding the accounting standard codification (ASC) 606
adjustment, for the first quarter ended March 31, 2020, revenues
rose by approximately 15% to $167.3 million from $145.9 million in
March 2019. Property management revenues increased by 11% to $98
million while development and construction grew by 1.4% to $30.7
million. The company reported an adjusted EBITDA decline of 13%
year over year to $17.6 million.
As of March 31, 2020, Greystar had unconditional and irrevocable
guarantees on construction and multifamily mortgage loans of $696.2
million. The company also guarantees the lien-free completion of
construction to construction lenders and equity providers, which
could require it to complete the construction of a project if the
contractor fails to otherwise complete such project. The company
had estimated maximum exposures of about $189.8 million as of March
31, 2020, and $176.9 million on Dec. 31, 2019, in connection with
outstanding construction completion guarantees, none of which was
required to be recognized on the consolidated balance sheets.
S&P base-case forecast assumes:
-- Revenues decline by mid-to-high single digit in 2020, mainly
because of a decline in development revenue;
-- S&P measures of net debt includes $590 million of senior
secured notes, $200 million of preferred stock, and about $85
million in operating leases. S&P deducts surplus cash of about $150
million;
-- Net debt to adjusted EBITDA remains 4.0x-5.0x; and
-- Adjusted EBITDA is $150 million in 2020 before rising to $175
million in 2021 as earnings from the Alliance acquisition and
development projects come online.
S&P's stable outlook over the next 12 months on Greystar reflects
its expectations of leverage between 4.0x-5.0x and EBITDA interest
coverage between 3.0x-4.0x, as well as its favorable market
position in multifamily property management service.
"We could lower the ratings over the next 12 months if we expect
leverage to remain above 5.0x or if the company faces operational
challenges such that EBITDA coverage drops below 2.5x on a
sustained basis. Separately, we could lower the rating if
Greystar's market position erodes significantly or if the company's
earnings significantly weaken relative to our expectations," S&P
said.
"We could raise the rating over the next 12 months if leverage
remains well below 4.0x and the company maintains its existing
market position in multifamily property management. We could also
upgrade Greystar if its outstanding loan guarantees diminish
significantly," the rating agency said.
HIGH GROUND: Seeks to Hire Paul Reece as Attorney
-------------------------------------------------
High Ground Commercial Group, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Paul Reece Marr, P.C., as attorney to the Debtor.
High Ground requires Paul Reece to:
Paul Reece to:
(a) provide the Debtor with legal advice regarding its powers
and duties as debtor in possession in the continued
operation and management of its affairs;
(b) prepare on behalf of the Debtor the necessary
applications, statements, schedules, lists, answers,
orders and other legal papers pursuant to the Bankruptcy
Code; and
(c) perform all other legal services in the Chapter 11
bankruptcy proceeding for the Debtor which may be
reasonably necessary.
Paul Reece will be paid at these hourly rates:
Attorneys $375
Paralegals $150
Clerks $75
Paul Reece will be paid a retainer in the amount of $10,000.
Paul Reece will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Paul Reece Marr, a partner of Paul Reece Marr, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Paul Reece can be reached at:
Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
300 Galleria Parkway, N.W., Suite 960
Atlanta, GA 30339
Tel: (770) 984-2255
E-mail: paul.marr@marrlegal.com
About High Ground Commercial Group
High Ground Commercial Group, LLC, based in Atlanta, GA, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-67883) on July 7,
2020. PAUL REECE MARR, P.C., serves as bankruptcy counsel.
In the petition signed by LaShahn Taylor, manager, the Debtor was
estimated to have $10 million to $50 million in assets and $1
million to $10 million in liabilities.
IMMUCOR INC: S&P Raises ICR to CCC+; Rating Subsequently Withdrawn
------------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on in vitro
diagnostics company Immucor Inc. to 'CCC+' from 'CCC'. The outlook
is stable. S&P subsequently withdrew all ratings at the issuer's
request.
The upgrade reflects the completion of the refinancing transaction,
which pushes maturities to 2025 and significantly reduces the
likelihood of default within the next 12 months. S&P had lowered
the rating to 'CCC' in April based on increasing risk as the
company approached large maturities in 2021.
IRI HOLDINGS: Fitch Affirms B LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch has affirmed the Long-Term Issuer Default Rating of IRI
Holdings Inc. at 'B' and removed it from Rating Watch Negative.
Fitch has also assigned a 'BB-'/'RR2' to the new $80 million
incremental first-lien term loan. Fitch affirmed the existing
first-lien revolver and term loan to 'BB-'/'RR2' and the
second-lien term loan at 'CCC+'/ 'RR6'. The Rating Outlook is
Stable. Proceeds from the issuance will be utilized for general
corporate purposes, including acquisitions.
The rating affirmation and Stable Outlook reflects IRI's continued
progress in reducing total leverage as a result of consistent
mid-single digit revenue growth and cost cutting actions which has
positively resulted in EBITDA expansion. Fitch-calculated total
leverage (total debt with equity credit/operating EBITDA)
approximated 7.4x as of March 31, 2020, down roughly one turn over
the last six months. In addition, operating performance has been
supported by the positive impact from the coronavirus pandemic on
IRI's consumer products group end-markets. This has resulted in
continued growth in North America (low-double digits YTD March
2020) as its data product continues to take share from
competitors.
IRI earmarked roughly $14 million in run-rate, stand-alone cost
savings in 2020 through mostly headcount reductions and other
operational efficiencies. The cost savings actions were implemented
in January and February 2020 ($11.9 million realized in 2020 with
remaining $2.1 million realized in 2021). In addition, the high
one-time costs related to the recapitalization and retail gateway
build-out have trailed off, improving the differential between
reported and management adjusted EBITDA moving through 2020.
Fitch believes that IRI's liquidity is adequate and supported by
nearly $100 million in balance sheet cash at March 31, 2020 and the
$80 million revolving credit facility (undrawn and fully available
following closing). IRI has made meaningful progress in improving
its liquidity through its focus on cost and working capital
management. IRI generated $18 million in Fitch-calculated FCF in FY
2019. Fitch expects IRI's FCF generation will continue to expand in
2020. The company has modest near-term debt maturities including
roughly 1% annual first-lien term loan amortization (approximately
$13 million annually).
The 'B' ratings reflect Fitch's positive view of the business
model, IRI's exclusive ownership of retail data supported by
long-dated contracts, the competitive advantage presented by its
Liquid Data analytical product, its high customer retention rate
and high proportion of recurring revenue.
KEY RATING DRIVERS
Strong Competitive Position: IRI receives raw sales data for over
30 million universal product codes across more than 200,000 retail
stores. The Company is the sole-source provider for purchase
activity data from some of the largest retail chains in the
country. IRI exclusively owns this data through long-term contracts
with retailers. IRI now holds the largest repository of frequent
shopper and loyalty data in the U.S.
Further, unlike Nielsen (IRI's largest competitor), IRI stores this
data in its raw form, which allows it to aggregate and run both
standard reports as well as any custom data analytics that its
customers may need. IRI's Liquid Data product offering provides a
technological competitive advantage relative to peer Nielsen's
service. Due to its superior offering, IRI has been gaining market
share relative to Nielsen over the last couple of years.
Diversified and Long-Standing Customer Base: IRI has in excess of
2,400 clients across the consumer-packaged goods, health and retail
sectors with the top 10 customers accounting for roughly 20% of
revenues. IRI's largest customer accounts for just 5% of revenues.
Roughly 30% of IRI's revenues are generated internationally in FY
2019, primarily across Europe, UK and Australia. Nine of the top 10
U.S.-based customers have been with the Company for over 15 years.
Stable, Recurring Revenue Base: 85% of IRI's revenues are
contracted through long-term agreements, with an average tenor of
roughly 4.5 years, and a 99% retention rate. IRI's typical
contracts are non-cancellable and are three to five years in
length. IRI has long-standing relationships with its largest
customers, and the company's top 20 clients have been customers for
over 20 years. IRI's proprietary data and insight is crucial to CPG
companies as they design pricing, new product introductions and
promotional activity.
High Leverage: IRI's high leverage and aggressive financial
policies are key constraining factors for the rating.
Fitch-calculated total leverage, as measured as total debt with
equity credit-to-operating EBITDA, was approximately 7.4x for LTM
March 31, 2020. Leverage has declined from roughly 9.0x at the
closing of the recapitalization in late 2018. Fitch expects that
total leverage will decline to the mid-6x range over forecast
period. IRI had $200 million in preferred stock outstanding as of
March 2020. Fitch has determined that in accordance with
established criteria that the preferred stock is not debt of the
rated entity and as such is not included in Fitch's leverage
calculations.
Notably, IRI's credit agreement has generally less restrictive
covenants and provides flexibility to increase leverage. IRI has a
meaningful amount of cushion relative to its one financial
maintenance covenant, with consolidated first-lien net leverage of
3.8x as of LTM March 2020 relative to the 7.45x covenant level.
Notably, covenant EBITDA allows for a number of add-backs including
new client start-up costs, run-rate costs savings expected to be
taken in the next 18 months and pro forma run-rate contributions
from new customers.
Improving FCF: IRI generated $18 million in FCF in FY 2019. Fitch
also expects continued improvement in 2020 owing to a combination
of EBITDA growth and better working capital management.
Additionally, high one-time costs associated with the
recapitalization and cost savings initiatives will continue to
trail off.
End Market Concentration: IRI is more narrowly focused on data
measurement and analytics for the media, retail, CPG and consumer
healthcare markets. However, Fitch expects retailers to
increasingly rely on the use of data to address growing competitive
threats in the sector (e.g. Amazon, growing e-commerce).
Additionally, CPG companies tend to be countercyclical.
ESG - Governance: IRI has an ESG Relevance Score of 4 for
Governance Structure due to its current ownership structure
including private equity owners controlling the majority of the
board, which has an impact on the credit profile, and is relevant
to the rating in conjunction with other factors.
DERIVATION SUMMARY
Fitch believes that IRI's continued deleveraging positions the
company more solidly in the 'B' rating category. The rating is also
supported by the company's high proportion of recurring revenues,
diverse and large customer base and long-term exclusive contracts
with retail customers which provide meaningful defensive moats
around the company's core data analytics business. The ratings also
incorporate IRI's smaller scale and significant end-market
concentration to the retail and consumer product goods sectors.
IRI's Fitch-calculated total leverage of 7.4x for LTM March 2020 is
roughly in-line with peers. IRI's EBITDA margins are among the
lowest of the data analytics peer set. IRI's margins have been
impacted by its heavy technology investments in its data analytics
platform. However, Fitch expects that IRI's EBITDA margins will
improve over the forecast period owing to continued penetration of
CPG customer, as well as, growth in retail and media revenues and
the scalability of the business model.
KEY ASSUMPTIONS
-- Total revenue growth in the mid-single digits, driven
primarily by the commercialization of the retail database and
growth in the media segment. Fitch anticipates North America
revenues to grow in the high-single digits over the near-term. This
will be offset by flat- to low single-digit revenue declines in
international geographies;
-- Adjusted EBITDA improvements driven by the scalability of the
business model, the run-off of one-time costs and the
implementation of cost saving initiatives. IRI has implemented $14
million in stand-alone targeted cost savings in 2020.;
-- Capex between 3-4%;
-- Minimal cash taxes;
-- IRI issues an $80 million incremental first lien term loan in
2020;
-- IRI pays mandatory amortization (approximately $13 million
annually). Fitch does not assume any other debt repayment;
-- Total leverage (total debt with equity credit/operating
EBITDA) approaching mid-6x range owing to EBITDA expansion;
-- IRI's going-concern EBITDA is based on Fitch's estimated
operating EBITDA of $224 million for the LTM March 2020. The
going-concern EBITDA is 25% below LTM EBITDA to reflect
deterioration resulting from major customer losses and increasing
competition for CPG clients and the high operating leverage of the
business.
-- An EV/EBITDA multiple of 8.0x is used to calculate a
post-reorganization valuation, above the 5.5x median TMT emergence
EV/forward EBITDA multiple. The 8.0x multiple is in-line with
recovery assumptions that Fitch employs for other data analytics
companies with high recurring revenue streams. The multiple is
further supported by Fitch's positive view of the data analytics
sector including the high proportion of recurring revenues, the
contractual rights to proprietary data and the inherent leverage in
the business model. Recent acquisitions in the data and analytics
subsector have occurred at attractive multiples in the range of 10x
to 20x+. Current EV multiples of public data analytics companies
trade at the 20x-30x range.
-- Fitch assumes a fully drawn revolver in its recovery analysis
since credit revolvers are tapped as companies approach distress
situations. Fitch assumes a full draw on IRI's $80 million
revolver, which was fully available. IRI had total debt of
approximately $1.7 billion pro forma for the proposed debt
issuance, including the new $80 million incremental first-lien term
loan, the existing $1.196 billion first-lien term loan and the $390
million second-lien term loan. IRI also had utilized $7.6 million
under its $15 million asset monetization program as of March 2020;
-- The recovery analysis results in a 'BB-'/'RR2' issue and
recovery ratings for the first-lien credit facilities, implying
expectations for 71%-90% recovery. The recovery analysis results in
'CCC+'/'RR6' issue and recovery ratings for the second-lien credit
facility reflecting Fitch's view of limited recovery prospects in a
distress scenario.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Strong organic revenue growth and EBITDA expansion driving
Fitch-calculated total leverage (Total Debt with Equity
Credit/Operating EBITDA) below 6.0x and Interest Coverage (FFO
Interest Coverage) approaching 2.5x or higher for a sustained
period could lead to positive momentum;
-- FCF margins sustained above 5%.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Total leverage above 7.5x and interest coverage approaching
1.5x for a sustained period as a result of adverse operating
performance or material changes to industry dynamics;
-- Inability to generate consistent positive FCF.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch believes that IRI has adequate liquidity
supported by nearly $100 million balance sheet cash as of March 31,
2020 and availability under its $80 million revolving credit
facility. IRI generated $18 million in Fitch-calculated FCF in FY
2019. Internally generated cash flow will remain sufficient to meet
the 1% amortization on the $1,290 million first-lien term loan and
$80 million incremental first-lien term loan. Pro forma debt
outstanding is expected to consist of roughly $1.2 billion under
the existing first-lien term loan (72% of debt), $80 million under
the incremental first-lien term loan (5% of debt), and $390 million
under the second-lien term loan (23% of debt). IRI also maintains
access to the $80 million revolving facility and management intends
for the facility to remain undrawn in the near-term. In addition,
IRI holds a $15 million accounts receivable facility, of which $7.6
million was outstanding at March 31, 2020. IRI's first-lien and
second-lien credit facilities mature in 2025-2027.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
ESG CONSIDERATIONS
IRI Holdings, Inc.: Governance Structure: 4
Except for the matters discussed, the highest level of ESG credit
relevance, if present, is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity(ies),
either due to their nature or the way in which they are being
managed by the entity(ies).
JAMES CANDY: Seeks to Hire Levin Commercial as Realtor
------------------------------------------------------
James Candy Company, seeks authority from the U.S. Bankruptcy Court
for the District of New Jersey to employ Levin Commercial Real
Estate, as realtor to the Debtor.
James Candy requires Levin Commercial to market and sell the
Debtor's real property known as 1517-1519 Boardwalk, Atlantic City,
NJ 08401.
Levin Commercial will be paid a commission of 5% of the sales
price.
Joshua E. Levin, partner of Levin Commercial Real Estate, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Levin Commercial can be reached at:
Joshua E. Levin
Levin Commercial Real Estate
17 South S Presbyterian Ave.
Atlantic City, NJ 08401
Tel: (609) 344-5200
About James Candy Company
James Candy Company is a candy company in Atlantic City, New
Jersey, offering a wide selection salt water taffy, fudge, and
macaroons.
James Candy Company, based in Atlantic City, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the
petition signed by Frank Glaser, president, the Debtor disclosed
$2,756,944 in assets and $3,048,241 in liabilities. The Hon. Andrew
B. Altenburg Jr. oversees the case. Ira R. Deiches, Esq., at
Deiches & Ferschmann, serves as bankruptcy counsel to the Debtor.
KC CULINARTE: Moody's Cuts CFR to B3 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded ratings of KC Culinarte
Intermediate, LLC, including the company's Corporate Family Rating
to B3 from B2, Probability of Default Rating to B3-PD from B2-PD,
and first-lien senior secured debt rating to B2 from B1. The
outlook is revised to negative from stable.
The rating downgrades reflect sustained high financial leverage,
initially related to acquisitions that likely will increase further
during 2020 and be sustained at elevated levels for the foreseeable
future. This is due mainly to severe incremental negative effects
from the coronavirus, including closures and volume reductions at
foodservice customers that Moody's anticipates will persist for
several quarters. As a result, debt/EBITDA, which had been
sustained at over 7.0x before the coronavirus pandemic took hold in
March, will likely rise into the teens in fiscal 2020 (ending in
September) before improving, and will likely exceed 9.0x in fiscal
2021. Moody's also expects that the company will have negative free
cash flow until production volumes regain most of the declines. The
company's liquidity has weakened but is currently adequate,
supported by the recent draw down of its $60 million revolving
credit facility. Current cash balances approximate $50 million.
Cost overruns and operational challenges have hampered the
integration of Harry's Fresh Foods that was acquired in April 2019.
The integration reached near-completion in early 2020, but will
face further challenges due to the coronavirus, which has
significantly reduced foodservice sales volumes. Kettle Cuisine's
foodservices sales, including direct and distributor sales,
represented over 40% of fiscal 2019 total sales.
The following ratings/assessments are affected by its action:
Ratings Downgraded:
Issuer: KC Culinarte Intermediate, LLC
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured 1st Lien Term Loan, Downgraded to B2 (LGD3) from
B1 (LGD3)
Senior Secured 1st Lien Rev Credit Facility, Downgraded to
B2 (LGD3) from B1 (LGD3)
Outlook Actions:
Issuer: KC Culinarte Intermediate, LLC
Outlook, Changed to Negative from Stable
In addition to the above referenced rated instruments, the company
has a $69 million second lien term loan due 2026 that is not rated
by Moody's. The B2 ratings assigned to the $369 million of first
lien credit facilities are one notch higher than the B3 CFR,
reflecting their priority lien on the collateral relative to the
$69 million second lien term loan.
RATINGS RATIONALE
Kettle Cuisine's B3 Corporate Family Rating reflects its small
scale, high product concentration and high financial leverage,
balanced against a fundamentally stable business profile
characterized by modest sales growth potential, capacity to
generate attractive EBITDA margins in the high teens, and typically
good cash flow conversion. Additionally, the company's business
profile is supported by favorable long-term consumer demand trends
toward fresh, high quality foods and by its long relationships with
a diversified core customer base.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
are creating an unprecedented credit shock across a range of
sectors and regions. Foodservice sales including sales to
restaurants are especially negatively affected by the coronavirus
pandemic. Moody's expects that this exposure will be reflected in
material declines in KC Culinarte's earnings over the next several
quarters. Moody's regard the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety. Its action reflects deterioration in KC
Culinarte's credit quality, given the company's high exposure to
foodservice and consumer spending that results in high
vulnerability to shifts in market demand and sentiment in these
unprecedented operating conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects uncertainty regarding the timing and
pace of recovery of sales volume in foodservice channels-- a likely
prerequisite for Kettle Cuisine's return to sustainable operating
performance. Moody's expects that the company's third fiscal
quarter ended in June will be the most severely impacted by the
coronavirus, with sequential improvement thereafter. Moody's
anticipates that the company will likely generate negative free
cash flow over the next year, but that the cash balance will not
fall below $20 million.
Ratings could be downgraded if Kettle Cuisine's operating
performance or liquidity deteriorates more than Moody's is
anticipating, or if the operating environment does not show clear
signs of recovery by the end of calendar 2020. Quantitatively, if
the company is not likely to generate positive free cash flow by
early 2021 a downgrade could occur. Kettle Cuisine is not likely to
be upgraded over the next two years. However, if the company is
able to reduce debt/EBITDA below 6.0x and generate sustained
positive free cash flow, an upgrade would be possible.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
Headquartered in Lynn, Massachusetts, Kettle Cuisine is a leading
fresh prepared foods company specializing in high quality soups,
sauces, and side dishes sold throughout North America. Primarily
through acquisitions, Kettle has expanded its offerings to include
all natural, high quality sauce foundations, and sous vide entrees.
Kettle Cuisine supplies an array of retailers, national restaurant
chains, and food service establishments such as independent
restaurants and cafes, hotels, banquet halls, convention centers,
cruise ships, stadiums, and meal kit companies. KC Culinarte
Intermediate, LLC was formed in 2018 through the merger of Kettle
Cuisine LLC and Bonewerks Culinarte and is owned by affiliates of
Kainos Capital, a private equity investment firm exclusively
focused on the food and consumer sector. Fiscal 2019 revenues
approximated $365 million.
KNOB HILL: Seeks to Hire Philip J. McNutt as Counsel
----------------------------------------------------
Knob Hill L.P., seeks authority from the U.S. Bankruptcy Court for
the District of Maryland to employ the Law Office of Philip J.
McNutt, PLLC, as counsel to the Debtor.
Knob Hill requires Philip J. McNutt to:
a) give the Debtor legal advice with respect to its powers and
duties as debtor-in-possession in the continued operation
of his affairs;
b) prepare any necessary applications, motions, objections,
memoranda, briefs, notices, answers, orders, reports or
other legal papers;
c) work to strategize and prepare Debtor's Disclosure
Statement and Chapter 11 Plan and all work necessary to
seek confirmation and approval of the same;
d) prepare and file the Debtor's required monthly operating
reports as debtor-inpossession;
e) confer with the Office of the United States Trustee and
responding to any requests or inquiries;
f) appear on the Debtor's behalf in all proceedings;
g) handle any contested matters or Adversary Proceedings as
they arise; and
h) perform other legal services for the Debtor which may be
necessary or desirable in connection with the above-
captioned matter.
Philip J. McNutt will be paid at the hourly rate of $475.
Philip J. McNutt has requested a retainer of $5,000 of which the
Debtor has paid $1,300 to date. Philip J. McNutt is holding such
payment in trust for the Debtor. The Debtor also paid Philip J.
McNutt $1,700 which Philip J. McNutt used to pay the filing fee.
Both the retainer and filing fee were paid from KH Winery funds.
Additionally, the Debtor has agreed that Philip J. McNutt may seek
payment of additional fees, upon proper notice and approval of the
Court. Philip J. McNutt seeks approval for a retainer of $15,000,
to be held Firm's Client Funds account subject to further order of
this Court on appropriate notice.
Philip J. McNutt will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Philip J. McNutt, partner of the Law Office of Philip J. McNutt,
PLLC, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
Philip J. McNutt can be reached at:
Philip J. McNutt, Esq.
LAW OFFICE OF PHILIP J. MCNUTT, PLLC
11921 Freedom Drive, Ste 584
Reston, VA 20190
Tel: (703) 904-4380
Fax: (202) 379-9217
E-mail: Pmcnutt@mcnuttlawllc.com
About Knob Hill
Knob Hill Limited Partnership, based in Clear Spring, MD, filed a
Chapter 11 petition (Bankr. D. Md. Case No. 20-10961) on January
24, 2020. In the petition signed by Richard Seibert, managing
partner, the Debtor was estimated to have $10 million to $50
million in assets and $1 million to $10 million in liabilities.
The Law Office Of Philip J. McNutt, serves as bankruptcy counsel.
KRONITE INTERNATIONAL: Gets CCAA Protection; BDO Is Monitor
-----------------------------------------------------------
An order was granted by the Honourable Madam Justice K. M. Horner
of the Court of Queen's Bench of Alberta pursuant to the Companies'
Creditors Arrangement Act granting Korite International Inc.
various relief including, but not limited to, the imposition of an
initial stay of proceedings against the Company and its assets
through to July 10, 2020. The Court appointed BDO Canada Limited
as the monitor of the Company.
Pursuant to the CCAA Initial Order, the Company is to continue to
carry on operations in a manner consistent with the commercially
reasonable preservation of its business while it considers and
pursues restructuring alternatives.
The CCAA Initial Order provides that claims against the Company in
relation to obligations arising prior to June 30, 2020, including
for goods and services supplied to Korite prior to that date, are
suspended, and creditors are prohibited from continuing or taking
any actions or exercising any rights against the Company except
with leave of the Court.
Creditors are not required to file a proof of claim form at this
time.
Monitor can be reached at:
BDO Canada Limited
Attn: Marc Kelly
Suite 110, 5800 2nd St. SW
Calgary, AB T2H 0H2
E-mail: makelly@bdo.ca
Counsel for Korite International Inc.:
Bennett Jones LLP
Attn: Chris Simard
Kelsey Meyer
4500, 855 - 2nd Street SW
Calgary, AB T2P 4K7
E-mail: simardc@bennettjones.com
meyersk@bennettjones.com
Counsel to Monitor:
Burnet, Duckworth & Palmer LLP
Attn: David LeGeyt
Suite 2400, 525 8th Ave. SW
Calgary, AB T2P 1G1
E-mail: dlegeyt@bdplaw.com
Copies of the Initial Order and other related documents in
connection with these CCAA Proceedings have been posted on the
Monitor's website at https://www.bdo.ca/en-ca/extranets/korite/
Korite International Inc. -- https://www.korite.com/ -- is a
commercial producer of ammolite. The company produces natural
ammolite gemstones and jewelry. Korite is based in Calgary,
Alberta, Canada.
LAKELAND HOLDINGS: S&P Cuts ICR to CCC- on Deteriorating Liquidity
------------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on Lakeland
Holdings LLC (WorldStrides) by two notches to 'CCC-' from 'CCC+'.
In addition, S&P has lowered the issue-level rating on the senior
secured credit facility to 'CCC-' from 'CCC+', in line with the
issuer credit rating.
The 'CCC-' rating reflects an anticipated deterioration in
WorldStrides' liquidity position and S&P's belief that a
conventional default or debt restructuring could occur within the
next six months. Since March, WorldStrides' business has been
effectively shut down, as domestic and international travel have
been curtailed due to stay-at-home orders, travel bans, social
distancing measures, and consumers' unwillingness to move freely
for as long as the COVID-19 pandemic continues. As a result, S&P
believes the company has sustained a significant monthly cash burn
since mid-March 2020. Furthermore, S&P believes that WorldStrides
will use a substantial amount of cash to refund deposits on trips
that were scheduled but will not occur. S&P expects the company
will burn cash through the remainder of the year, and could end
2020 with limited, if any, liquidity available in the absence of an
incremental liquidity transaction. Under S&P's current base case,
WorldStride's student travel volumes does not begin to recover
until early to mid-2021.
WorldStrides' student travel business is unlikely to recover before
mid-2021, and as a result, the company's capital structure is
likely unsustainable. The prospects for virus containment and an
economic recovery have worsened compared with the assumptions
incorporated in S&P's prior base case for WorldStrides. As a
result, S&P has revised its assumptions and now believes the
company will be generating near-zero revenue throughout the
remainder of 2020 as schools and individual students will be either
prohibited from or unwilling to travel. Additionally, S&P's
economists have forecasted a significant decline in GDP in 2020,
including a decline of 5% in the U.S. and a contraction of 7.8% in
the Eurozone. Furthermore, the rating agency believes that a
recovery in student educational travel could lag leisure and
business travel because parents and student may not be comfortable
gathering until there is a medical solution to the pandemic.
The negative outlook reflects the possibility that S&P could lower
the rating in the event of a conventional default or if the company
pursues a restructuring or transaction that the rating agency views
as tantamount to a default.
"We would likely lower our rating in the event of a conventional
default, or if a debt restructuring of some form is likely," S&P
said.
"We could raise ratings if virus containment and regained consumer
confidence results in a recovery that enables WorldStrides to begin
operating earlier and to the extent the company generates cash flow
sufficient enough to cover debt service over the coming 12 months.
Liquidity would likely need to be adequate for the rating to
improve," the rating agency said.
LANDAU BKN: Seeks to Hire Zachar Law Firm as Special Counsel
------------------------------------------------------------
Landau BKN Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Arizona to employ Zachar
Law Firm, P.C. as special counsel.
The Debtors desire to employ Zachar Law Firm to provide legal
services related to their legal malpractice claims against: (i)
Brooks Holcombs and Brooks J. Holcomb, PLLC; and (ii) Jordan
Wolff.
The legal services that the firm will render include, without
limitation, the preparation and filing of civil actions in Maricopa
County Superior Court against Holcomb and Wolff, the prosecution of
all aspects of such litigation, conducting discovery as well as
preparing for, and conducting a trial on the claims.
The firm's contingency fees are as follows: (1) Twenty-five percent
(25.00%) of the total settlement or recovery in the event Legal
Malpractice Claims settle or are resolved within first 90 days of
Representation; (2) Thirty-five percent (35.00%) of the total
settlement or recovery in the event legal malpractice claims settle
or are resolved between the 90th and 180th days; and (3) Forty
percent (40.00%) of the total settlement or recovery in the event
the legal malpractice claims are resolved after the 180th day.
Special Counsel shall advance all fees, taxable costs and expert
fees related to the litigation, but shall be entitled to recover
such fees and costs from the funds recovered pursuant to the legal
malpractice claims.
The firm will receive no retainer in this representation.
To the best of Debtors' knowledge, Zachar Law Firm has no
connection with the creditors, or any other party-in-interest, or
any of their respective attorneys, or any person employed in the
office of the United States Trustee, and represents no interest
adverse to the Debtors or the bankruptcy estate.
The firm can be reached through:
David Catanese, Esq.
Zachar Law Firm
714 E. Rose Lane
Phoenix, AZ 85014
Telephone: (602) 494-4800
Facsimile: (602) 494-3320
Email: travis@sasserbankruptcy.com
About Landau BKN Holdings
Landau BKN Holdings, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 20-04622) on May 1, 2020.
At the time of the filing, the Debtor disclosed $2,643,172 in
assets and $4,905,531 in liabilities. Judge Daniel P. Collins
oversees the case. The Debtor tapped Keery McCue, PLLC as legal
counsel and Zachar Law Firm, P.C. as special counsel.
MARYLAND ECONOMIC: S&P Cuts Rating on 2018 A-B Rev. Bonds to 'BB'
------------------------------------------------------------------
S&P Global Ratings lowered its long-term ratings to 'BB' from 'BBB'
on the Maryland Economic Development Corp.'s (MEDCO) series 2018
A-B senior parking facility revenue bonds and to 'BB-' from 'BBB-'
on MEDCO's series 2018C subordinate-lien parking facility revenue
bonds. The outlook is negative.
"The rating action reflects our expectation that demand for the
pledged MEDCO parking facilities will be materially depressed or
unpredictable for 2020 and beyond as a result of the ongoing
COVID-19 pandemic and associated effects we believe are outside of
management's control," said S&P Global Ratings credit analyst Kayla
Smith.
"The rating action incorporates our opinion regarding the health
and safety risks posed by the COVID-19 pandemic, which we view as a
social risk under our environmental, social, and governance
factors, causing significant operating and financial pressures for
the parking system. We analyzed the parking system's risks related
to environmental and governance factors and consider them to be in
line with our view of the sector standard."
MCD ENTERPRISES: Seeks to Hire DeMarco Mitchell as Counsel
----------------------------------------------------------
MCD Enterprises, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to employ DeMarco
Mitchell, PLLC, as counsel to the Debtor.
MCD Enterprises requires DeMarco Mitchell to:
a. take all necessary action to protect and preserve the
Estate, including the prosecution of actions on its behalf,
the defense of any actions commenced against it,
negotiations concerning all litigation in which it is
involved, and objecting to claims;
b. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and papers in
connection with the administration of the estate herein;
c. formulate, negotiate, and propose a plan of reorganization;
and
d. perform all other necessary legal services in connection
with these proceedings.
DeMarco Mitchell will be paid at these hourly rates:
Attorneys $300 to $350
Paralegals $125
DeMarco Mitchell will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert T. DeMarco, a partner at DeMarco Mitchell, PLLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
DeMarco Mitchell can be reached at:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DEMARCO MITCHELL, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Tel: (972) 578‐1400
Fax: (972) 346‐6791
E-mail: robert@demarcomitchell.com
mike@demarcomitchell.com
About MCD Enterprises
MCD Enterprises, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Tex. Case No. 20-31855) on July 6, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by DEMARCO MITCHELL, PLLC.
MJW FILMS: Hires John Glassgow as Tax Preparer
----------------------------------------------
Dale D. Ulrich, Chapter 11 Trustee of MJW Films, LLC, and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court for
the District of Arizona to employ John Glassgow, as tax preparer.
The Trustee requires John Glassgow to prepare the estate's 2019 tax
returns.
John Glassgow will be paid a flat fee of $1,500.
John Glassgow assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
John Glassgow
John Glassgow
4130 E Mountain Sage Drive
Phoenix, AZ 85044-6169
Tel: (602) 743-7796
About MJW Films
MJW Films, LLC, and J Wick Productions, LLC, are movie production
companies based in Gilbert, Arizona. MJW Films and J Wick filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the
petitions signed by John Glassgow, designated representative, the
Debtors estimated $1 million to $10 million in both assets and
liabilities.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 16, 2018. The committee is represented
by May, Potenza, Baran & Gillespie PC.
On July 3, 2019, the Debtor's prior bankruptcy counsel -- Patrick
A. Clisham, Esq., at Engelman Berger, P.C., -- was disqualified.
Accordingly, the Debtor hired Sacks Tierney P.A., as its new
bankruptcy counsel.
MORAVIAN MANORS: Fitch Affirms BB+ on Series 2019A & 2019B Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by the Lancaster County Hospital Authority on behalf of
Moravian Manors, Inc.:
-- $17.3 million healthcare facilities revenue bonds series
2019A;
-- $12 million healthcare facilities revenue bonds series 2019B.
The Rating Outlook is Stable.
SECURITY
Security interest in pledged assets (including gross receipts), a
mortgage on Moravian's property and series specific debt service
reserve funds.
KEY RATING DRIVERS
CAPITAL PROJECT UPDATE: Moravian is in the middle of the second
phase (Phase II) of a significant development project on an
adjacent campus. Phase II includes building an additional 71
carriage homes (which are independent living units, or ILUs) that
cost about $34 million and are being mostly funded with series 2019
bond proceeds. About $12 million of the debt (the series 2019B
bonds) will be repaid with proceeds from the sale of the new ILUs.
While Phase II construction has been slightly delayed due to the
coronavirus pandemic, the construction schedule hasn't been
markedly impacted. As of June 2020, management notes that 70 of 71
of the new ILUs have been presold with 10% deposits, and MM expects
to sell and complete all 71 units by the end of fiscal 2020.
CONSISTENT, SOLID OCCUPANCY ACROSS SERVICE LINES: MM continues to
demonstrate strong and consistent demand for its independent living
units and assisted living units, which both had a strong 97%
occupancy in fiscal 2019. Similarly, skilled nursing facility
occupancy levels have been solidly consistent, averaging 91% over
the last three fiscal years. Through the latest interim period
(ending March 31, 2020), ILU, ALU and SNF occupancy rates continued
to stay consistent, averaging 97%, 89%, and 91%, respectively.
ADEQUATE OPERATING PROFILE: In fiscal 2019, MM posted a 100.5%
operating ratio and negative 1.6% net operating margin, which are
mixed relative to Fitch's below investment grade medians. NOM was
also weaker in fiscal 2019 primarily because MM absorbed
project-related costs. Despite higher project-related expenses,
fiscal 2019 operating results were slightly better than budgeted
and showed improvement compared to fiscal 2018 results. As of March
31, 2020, operations strengthened further, but the coronavirus
pandemic has caused some deterioration in operational performance
over the last few months. However, government stimulus and PPP
loans have offset revenue shortages, mitigating the adverse impact
of the pandemic.
SUFFICIENT LIQUIDITY POSITION: As of March 31, 2020, Moravian had
approximately $17.2 million in unrestricted cash and investments,
which translates into 264 days cash on hand, 22.8% cash-to-debt,
and 4.2x cushion ratio. All three metrics are weaker than, or on
par with, 'BIG' medians of 312 DCOH, 33.0% cash-to-debt, and 4.3x
cushion ratio. While DCOH is softer relative to the 'BIG' median,
it is consistent with Moravian's prior performance and thus
adequate for the current rating. Fitch also expects that DCOH and
cash-to-debt will improve over time as MM fills its new ILUs,
thereby generating new cash flows and paying down debt.
SUSTAINABLE, ELEVATED LONG-TERM LIABILITY PROFILE: MM's long-term
liability profile is slightly elevated due to the 2019 financing
for its new project. However, relative to its operating profile, MM
is appropriately positioned at the current rating level, and Fitch
expects that once the new project is stable and occupied, leverage
metrics will gradually improve. Maximum annual debt service equated
to 14.8% of fiscal 2019 revenues, which is slightly higher than the
'BIG' median of 12.9%, but adequate for the current rating.
Additionally, debt to net available measured 23.7x in fiscal 2019,
which, while weak compared to the 'BIG' category median of 10.8x,
should improve as Phase II stabilizes.
ASYMMETRIC RISK FACTORS: No asymmetric risk factors affected the
rating determination.
RATING SENSITIVITIES
The Stable Outlook is driven primarily by Moravian's sufficient
operating metrics, sustained demand for its service lines, solid
cash position, and sustainable leverage profile.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Sustained significant improvements in core operating metrics,
where operating ratio stays at its current level and NOM rises to
consistent double-digit percentages;
-- Solid, consistent growth in unrestricted cash and investments
as a result of improved operating metrics;
-- Successful completion then stabilization of Phase II within
the current timeframe.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Decrease in demand for existing ILUs, resulting in lower
entrance fee turnover cash flows, decreased operating margins and
diminished liquidity;
-- Protracted construction delays for Phase II that result in
higher, prolonged operating costs and continued deferral of cash
flows needed to repay short-term debt.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
CREDIT PROFILE
Moravian is a Type C (fee-for-service) life plan community with a
total of 228 ILUs, (comprised of 115 apartments, 16 cottages, 12
townhomes, 85 carriage homes), 25 personal care units (eight of
which are licensed for double occupancy), 40 ALUs (four of which
are licensed for double occupancy) and 119 SNF beds. In late 2017,
Moravian opened its Warwick Woodlands project, which currently
includes the 85 carriage homes and a 54-unit apartment building on
a 72-acre property that is located several blocks from the main
campus on a former landscape nursery. Moravian's main campus opened
in 1974 and is located about 10 miles north of Lancaster, PA and 30
miles east of Harrisburg, PA in the town of Lititz.
Residents are offered fee-for-service residency agreements with
four different entrance fee plans. The most prevalent entrance fee
plan (64% of ILU residency agreements) is a traditional plan in
which the entrance fee is nonrefundable and is amortized at 2% per
month over 50 months. Moravian also offers a 60% refundable plan
(18% of ILU residency agreements), a 90% refundable plan (10% of
ILU residency agreements), and a rental fee plan (8% of ILU
residency agreements) that includes a small nonrefundable fee at
entry. Any refunds that would be due are subject to payment of a
new entrance fee by the next resident that occupies the respective
unit. Fitch views the prevalence of nonrefundable entrance fee
contracts favorably since they provide longer-term cash flow and
working capital benefits.
Moravian is governed by a board of directors, which currently
consists of seventeen members (including one resident) who can
serve three successive four-year terms. The Moravian Church in
Pennsylvania founded the organization in the 1950s to care for its
aging members and only has a limited governance role. Executive
management at Moravian is long-tenured and has been instrumental in
the development and initial success of the Warwick Woodlands
project. Moravian has a single subsidiary that holds certain real
estate and is consolidated in its financial statements. Fitch's
analysis and all figures cited in this report reflect the
consolidated entity. During fiscal 2019, the consolidated entity
generated nearly $28 million of total revenues and held $156
million of total assets.
The recent outbreak of coronavirus and rise in related government
containment measures worldwide has created an uncertain environment
for the entire healthcare system in the near term. While Moravian's
financial performance through the most recently available data has
not indicated any material impairment as a direct result of the
pandemic, changes in revenue and cost profiles will occur across
the sector. Fitch's ratings are forward-looking in nature, and
Fitch will monitor developments in the sector as a result of the
virus outbreak as it relates to severity and duration, and
incorporate revised expectations for future performance and
assessment of key risks.
CAPITAL PROJECTS UPDATE
Moravian is in the middle of the second and final phase of its
campus expansion project. Phase I consisted of building 139 new
ILUs, which were successfully completed and filled well within
management's projected timeframe. Phase II consists of 71
additional carriage homes, of which 70 are presold as of June 2020.
Management reports that all but eight carriage homes are completed,
with new residents gradually filling the units that have already
been finished.
Phase II construction was financed with mostly bond proceeds,
comprising $12 million of short-term bonds (series 2019B) and $17
million of long-term bonds (series 2019A). The 2019B bonds will be
paid down through the collection of new entrance fees. Construction
has been delayed roughly two months due to the coronavirus
pandemic, but has not impacted presales levels. Management further
expects to achieve 100% occupancy of the new Phase II units by
December 2020 despite disruptions to construction.
Although there is some project completion risk, Fitch views Phase
II positively. Once the new units fill and stabilize, MM will
generate accretive cash flows and further build its balance sheet.
Because presales have not been impacted by the pandemic, Fitch
expects that there is still healthy demand for MM's new apartment
offerings.
CONSISTENT, SOLID OCCUPANCY ACROSS SERVICE LINES
Moravian's long operating history, favorable service reputation,
good SNF quality indicators (five-star Centers for Medicare and
Medicaid Services rating) and desirable location leads to strong
demand. Adjusting for new units placed into service, ILU
occupancies averaged approximately 93%, ALU occupancies averaged
approximately 89%, and SNF occupancies averaged approximately 91%,
between fiscals 2015 and 2019. As of March 31, 2020, percentages
remained solid with ILUs, ALUs and SNF beds posting 97%, 89% and
91% occupancies, respectively. Management noted some recent
softness in occupancies for both their SNF and ALUs due to the
inability to externally backfill units during campus restrictions
during the pandemic. However, prospective ILU residents have kept
their deposits (with one exception unrelated to the pandemic) or
moved into new units as they're finished.
ADEQUATE FINANCIAL PROFILE
Moravian's core operating metrics, particularly operating ratio and
NOM, have been very consistent. However, both metrics saw some
deterioration in fiscal 2018 because of lower SNF revenues, higher
interest expenses and increased real estate taxes. Property values
were also unexpectedly raised due to a county wide re-assessment
which led to unbudgeted costs in 2018 and the early part of 2019.
However, by fiscal 2019, both metrics showed some improvement,
where the operating ratio declined to 100.5% from 105.0% and NOM
increased to negative 1.6% from negative 2.1%. While NOM is still
at a softer level relative to 'BIG' medians and historical
performance, Fitch expects that once project-related ramp expenses
dissipate, operational performance should recover.
Given Moravian's relatively low entrance fee pricing and small
number of ILUs prior to 2018, the historical net operating
margin-adjusted is low. As a result, NOMA averaged 7.2% during the
past five years. Fitch expects cash flows to improve as a result of
the large increase in the number of ILUs and Moravian's mostly
nonrefundable entrance fee agreements. In fact, as of March 31,
2020, MM posted a 9.5% NOMA, which is an increase from prior
levels.
The coronavirus pandemic has had minimal impact on Moravian's
operations. Moravian has faced some temporary hurdles backfilling
existing ILUs as residents move through the care continuum, but
Management expects to restore normal ILU turnover once they can
safely ease campus access restrictions. Management also noted a
large increase in expenses due to purchasing personal protective
equipment, revenue shortfalls resulting from loss of external ALU
and SNF admissions, and some increased capitalized interest from
construction delays. However, MM received a PPP loan of roughly
$2.8 million (which Moravian expects to be forgiven) and CARES Act
stimulus of approximately $700,000. Fitch expects these short-term
funds will offset budgeted revenue shortfalls. In addition,
management's expense reductions (i.e. staff furloughs) should allow
MM to weather any short-term operating challenges prior to any
additional cash flows from Phase II.
MM has had fluctuating levels of unrestricted cash and investments
recently, but the most recent data from management indicates
liquidity is adequate for the current rating. As of fiscal 2019,
Moravian had roughly $10.2 million of unrestricted liquidity, which
is a nearly $4 million decline from fiscal 2018. The year-over-year
drop in liquidity was driven primarily by heightened capital
spending (capex to depreciation averaged a very high 866% between
fiscals 2017 and 2019). However, as of March 31, 2020, cash has
rebounded to about $17.2 million, equating to 264 DCOH and 22.8%
cash-to-debt. Despite the improvement, liquidity as of May 2020 has
somewhat deteriorated to roughly $13.3 million due to
pandemic-related operating disruptions and unrealized portfolio
losses (that have already somewhat recovered). Fitch also expects
liquidity levels to moderate once Phase II is completed and
stabilizes.
LONG-TERM LIABILITY PROFILE
Moravian has a moderately high long-term liability profile. Total
long-term debt is about $75 million, with $12 million in the form
of temporary debt that is expected to be repaid from initial
entrance fees from the sale of the new ILUs. (The total initial
entrance fee pool assuming 95% occupancy is projected to be $22
million.) As a result, permanent long-term debt after the receipt
of the initial entrance fees, redemption of the temporary debt and
other scheduled debt amortization is expected to moderate to about
$57.7 million.
During Phase II construction, MADS is calculated as roughly $1.5
million, which equates to a solid MADS coverage of about 2.1x based
on fiscal 2019 results. However, once Phase II is completed and
occupied, MADS will increase to about $4.1 million.
"Post-construction" MADS of about $4.1 million is projected to
represent a manageable 14.8% of fiscal 2019 revenues. Assuming the
projected debt burden of $57.7 million and fiscal 2019 operating
performance, debt to net available will be roughly 18.3%, and
remain elevated through the construction and fill-up period. Fitch
believes that once new cash flows are generated from new units,
leverage metrics will improve, and MM will adequately cover its pro
forma MADS.
About $43 million (or 74%) of Moravian's permanent long-term debt
are directly place floating rate notes with a single bank. In
addition to counterparty and interest rate risk, the bank loans are
subject to redemption prior to maturity in the event of covenant
violations. Most of the interest rate risk is hedged with fixed
payor swaps that match the end date of the bank commitments. The
bank loan covenants are more restrictive than the master trust
indenture covenants, but an event of default under the bank loan is
a cross-default under the MTI. Fitch views this level of bank debt
with refinancing risk and the fact that it could be subject to
redemption prior to maturity somewhat aggressive given Moravian's
moderate unrestricted liquidity balances. However, at the
below-investment grade level, Fitch does not view the debt
structure as an asymmetric risk.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
MOUNTAIN PROVINCE: Moody's Cuts CFR to Caa3, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Mountain Province Diamonds
Inc.'s Corporate Family rating to Caa3 from Caa1, Probability of
Default Rating to Caa3-PD from Caa1-PD, and second lien secured
rating to Caa3 from Caa1. The company's Speculative Grade Liquidity
Rating remains SGL-4 and the outlook remains negative.
The downgrade of MPD's rating reflects Moody's view that the
company will be challenged to repay its revolving credit facility
as per its revolving credit facility waiver agreement [1] given the
current difficult rough diamond market as the coronavirus pandemic
has further weakened prices and sales volumes, as well as the
increased risk that the company enters into a debt restructuring
transaction. MPD has said it is [1] continuing negotiations with
its major shareholder and other financial institutions to secure
additional debt facilities in order to repay the current lenders
and meet short term obligations.
Downgrades:
Issuer: Mountain Province Diamonds Inc.
Corporate Family Rating, Downgraded to Caa3 from Caa1
Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD
Senior Secured Regular Bond/Debenture, Downgraded to Caa3 (LGD4)
from Caa1 (LGD4)
Outlook Actions:
Issuer: Mountain Province Diamonds Inc.
Outlook, Remains Negative
RATINGS RATIONALE
MPD's Caa3 CFR is constrained by 1) a lack of liquidity, 2) the
elevated risk that the company enters into a debt restructuring
transaction, 3) high leverage and limited financial flexibility
given the weak rough diamond market, 4) concentration risk (only
produces diamonds, at one mine site), 5) small relative production
(3 million carats/year), of lower value diamonds (average price of
$63/carat in 2019), and 6) the opaqueness of diamond pricing,
including the managed supply-demand characteristics of this luxury
good. MPD benefits from 1) operating in a favorable mining
jurisdiction (Canada), and 2) consistent mine operation by De
Beers.
MPD's liquidity is weak over the next year. The company had CAD32
million in cash and equivalents at March 31, 2020, against Moody's
expectation that the company will have about CAD40 million of
negative free cash flow over the next 12 months. The company has an
undrawn US$25 million credit facility, however it matures in
December 2020, so any draws would create a corresponding current
liability. MPD has received waivers from compliance with financial
covenants including the total leverage ratio and total net worth
tests, and minimum cash balance that it would otherwise have had to
satisfy as of June 30, 2020 in respect to its revolving credit
facility. In exchange, MPD agreed to a reduction in the size of the
revolving credit facility to US$25 million from US$50 million, the
imposition of additional covenants, and a requirement to
demonstrate progress by August 31, 2020 to be able to enter into a
binding financing commitment by September 30, 2020 to repay the
revolving credit facility. MPD's senior secured notes mature
December 2022.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. Its action reflects the
impact on MPD of the deterioration in credit quality it has
triggered, given its exposure to rough diamond prices and demand,
which has left it vulnerable in these unprecedented operating
conditions.
The negative outlook reflects the uncertainty regarding MPD's
ability to refinance its debt, and the challenges it faces in
improving its capital structure in light of the depressed diamond
market.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if there is increased default risk
including distressed exchanges or inability to refinance its debt.
MPD's CFR could be upgraded if the company is able to address the
refinancing risk associated with its revolving credit facility, and
improve its liquidity position. An upgrade would also require a
recovery in rough diamond prices that improves the company's
profitability, whereby MPD is able to generate sustained positive
free cash flow.
The principal methodology used in these ratings was Mining
published in September 2018.
Mountain Province Diamonds Inc., headquartered in Toronto, Ontario,
is a publicly-owned company that owns 49% of the Gahcho Kue diamond
mine located in Canada's Northwest Territories. De Beers Canada
owns the other 51% of the joint venture and is the operator. Each
company markets its share of rough diamond production. Revenues for
2019 were CAD276 million and Mountain Province sold 2.4 million
carats during this period.
MTS SYSTEMS: S&P Lowers ICR to 'B+' on Weakening Business Prospect
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
testing solutions and high precision sensors provider MTS Systems
Corp. to 'B+' from 'BB-'.
S&P expects the broad economic recession to pressure MTS Systems'
operating performance over the next 12-18 months. In light of the
COVID-19 pandemic and the related market volatility in the oil and
gas markets, S&P expects the U.S. to enter a recession and
experience a 5% contraction in real GDP for 2020. Given this
challenging backdrop, S&P forecasts that MTS Systems' operating
performance will be materially weaker this year due to its broad
exposure to cyclical end markets. While S&P expects the demand for
the company's products to improve from what was likely a bottom in
the first half of calendar year 2020, the rating agency anticipates
the activity will remain well below pre-COVID-19 levels.
The company's significant exposure to the automotive sector could
lead to structural declines in its business. MTS has significant
exposure to the automotive end-market (roughly a third of its total
sales), which is a sector that has steadily contracted for the past
several years. S&P believes the current market environment could
accelerate this contraction and lead to a structural decline in the
company's long-term business prospects. While MTS has focused on
expanding into more growth-oriented end markets through its recent
acquisitions (i.e. R&D and E2M Technologies), S&P believes the
transactions will do little to offset its more immediate challenges
because the rating agency views these investments as long-term
opportunities that will take several years to develop and have a
material effect on the company's operating performance.
S&P expects the company's adjusted debt to EBITDA to be about 5x
and views its path to deleveraging as uncertain. Given MTS'
depressed level of business activity and increased debt load
stemming from the R&D acquisition (approximately $58 million
purchase price with a potential $26 million of additional
performance-based earn-outs), S&P now expects the company's debt
leverage to be in the high-4x to low-5x range over the next 12
months. While the company has taken several steps to improve its
cost structure (i.e. restructuring and reducing work hours) and
liquidity (including suspending its dividend and reducing its
capital expenditure) position, S&P believes these actions will only
partially offset the headwinds from its difficult and uncertain
trajectory. In addition, S&P does not expect the company to
undertake any material debt reduction beyond required amortization
going forward. Historically, MTS had been very active in reducing
its debt load through sizeable voluntary payments on its term loan.
These actions enabled the company to maintain appropriate levels of
leverage for the previous rating and helped offset the
unpredictable nature of its testing segment. In light of the
current market environment, S&P anticipates MTS will prioritize
liquidity over debt reduction.
"From a financial covenant standpoint, we expect the company's
headroom under its total leverage covenant to be pressured over the
coming quarters given its depressed operating performance and
future covenants step downs. That said, we expect MTS will seek an
amendment to provide it with additional cushion under its financial
covenant before any issues arise," S&P said.
The negative outlook reflects the risk that MTS Systems could
experience a sustained decline in its profitability over the next
12 months due to its reduced overall end-market demand (remaining
well below pre-COVID-19 levels) and the structural declines in the
automotive market limiting MTS' ability to reduce its debt leverage
to below 5x in the next year.
"We could lower our ratings on MTS if a sustained decline in its
business prospects causes its debt leverage to deteriorate above 5x
on a sustained basis. This could occur if its revenue growth
underperforms our base-case assumption by 300 basis points (bps)
and its fiscal-year 2021 operating margins remain flat relative to
fiscal year 2020. We could also consider a lower rating if MTS
faces narrowing liquidity and tightening covenant cushion," S&P
said.
"We could revise our outlook on MTS to stable if its level of
overall business activity begins to stabilize, enabling it to
reduce its debt leverage below 5x on a sustained basis. This could
occur if the company's operating margins exceed our base-case
assumption by 150 bps in fiscal year 2021 while maintaining
adequate liquidity," the rating agency said.
NCL CORP: S&P Rates New $675MM Senior Secured Notes 'BB'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to
Miami-based cruise operator NCL Corp. Ltd.'s proposed $675 million
senior secured notes due 2025 and placed the issue-level rating on
CreditWatch with negative implications. The recovery rating is '2'
indicating S&P's expectation for substantial recovery (70%-90%;
rounded estimate 75%) for noteholders in the event of a payment
default. NCL plans to use the proceeds from the proposed senior
secured notes, along with proceeds from a proposed $250 million
exchangeable notes offering and a $250 million common equity
offering, to fully repay its $675 million Norwegian Epic revolving
credit facility and for general corporate purposes, including to
enhance its liquidity position.
S&P's existing ratings, including its 'BB-' issuer credit rating,
remain on CreditWatch with negative implications to reflect the
increased likelihood of a downgrade stemming from substantial
uncertainty around when and how NCL will resume operations and its
ability to recover in 2021. S&P believes the cruise industry may
face an extended period of weak demand, which--in conjunction with
NCL's phased resumption of operations and incremental debt raises
to bolster its liquidity while cruises remain suspended--will cause
credit measures to remain very weak through at least 2021.
Specifically, S&P does not expect NCL to return its credit measures
to 2019 levels until 2023 or beyond.
There is a very high degree of uncertainty around when and how NCL
will resume operations in 2020 and what ports and destinations will
be available for cruises. NCL's cruises will remain suspended
through the seasonally strong third quarter and S&P believes
extended travel restrictions could limit the number of available
ports and itineraries such that some cruises are suspended into the
fourth quarter.
In its updated view of a potential recovery for NCL, S&P expects
recovery to pre-pandemic levels to be slower and credit measures to
remain weak for a prolonged period. This is because S&P expects
lower overall available capacity (at least over the next few
quarters) as NCL slowly returns its ships to service. It also
expects demand for sailings to remain weak with net yields of about
10%-20% lower in 2021 relative to 2019 and anticipate that ships
will sail with less than full occupancy given social distancing and
other health and safety measures, which may weigh on
profitability." Furthermore, despite the weak operating
environment, NCL will continue to make progress payments for ships
on order and will receive multiple previously committed ship
deliveries as they are completed over the next few years and incur
the corresponding ship-level financing, though there may be some
shipyard delays stemming from the coronavirus pandemic. NCL's next
scheduled ship deliveries are in 2022, which is later than and in
the current operating environment compares favorably to Carnival's
and Royal Caribbean's earlier ship delivery schedules.
"In resolving the CreditWatch, we plan to incorporate our updated
views into our forecasts and will seek further information from
management about its plans to restart operations and what options
it may have to improve profitability and cash flow. We will look to
address the CreditWatch listing over the near term. In the event we
lower the issuer credit rating, we would also lower all issue-level
ratings, including that of the proposed notes," S&P said.
RECOVERY ANALYSIS
Key analytical factors:
-- S&P's 'BB+' issue-level and '1' recovery ratings on NCL's $875
million revolver and $1.5 billion term loan A are unchanged because
it believes the collateral value provides it with full coverage.
The '1' recovery rating reflects its expectation for very high
(90%-100%; rounded estimate: 95%) recovery.
-- S&P's 'BB' issue-level and '2' recovery ratings on NCL's $675
million senior secured notes due 2024 are unchanged. The '2'
recovery rating reflects its expectation for substantial (70%-90%;
rounded estimate: 70%) recovery.
-- S&P's 'B+' issue-level and '5' recovery ratings on NCL's senior
unsecured notes are unchanged. The '5' recovery rating indicates
its expectation for modest recovery (10%-30%; rounded estimate:
15%).
Simulated default scenario:
-- S&P's simulated default scenario contemplates a payment default
by 2024, driven by cruise operators' inability to recover from the
COVID-19 pandemic such that they generate meaningfully weaker cash
flow and weaker than expected increases in cash flow from new ships
scheduled for delivery over the next several years.
-- S&P assumes any debt maturing between now and its assumed year
of default is extended to the year of default.
-- S&P uses a discrete asset valuation (DAV) approach for NCL
because its debt structure provides certain creditors with priority
claims against specific assets and S&P expects lenders would pursue
the specific collateral pledged to them.
-- To calculate its DAV, S&P applies discounts to the appraised
values of NCL's existing ships and to the costs of planned ships.
S&P applies discounts ranging from 40-50% to appraisals depending
on the customer segment and age of the ship. In addition, where no
appraisals are available, S&P applies discounts to the cost of the
ships ranging from 15%-50% depending on when they were placed in
service or are scheduled for delivery and whether they operate in
the contemporary or premium class.
-- S&P includes in its analysis all ships, and associated
financing, to be delivered through 2023, the year prior to its
assumed year of default.
-- The proposed secured notes will be secured by Norwegian Epic.
S&P applies a 50% discount to the appraised value of the ship.
-- For the private islands pledged as collateral for the $675
million senior secured notes due 2024, S&P applies a 50% discount
to the fair market value because S&P believes there is limited
repurpose value for the land, given its location and limited
accessibility.
-- S&P does not ascribe any value to the intellectual property
pledged as collateral to the $675 million senior secured notes,
given its belief that intellectual property, particularly trade
names, would have minimal value in a default scenario.
-- S&P assumes administrative claims total 7% of gross DAV because
it expects the complexity of NCL's capital structure, including
multiple classes of debt at the parent and ship financings at
various subsidiaries, which benefit from different collateral
pools, as well as multijurisdictional considerations to result in
higher administrative costs.
-- S&P assumes the $875 million revolver is fully drawn at the
time of default.
Simplified waterfall:
-- Gross asset value: $10.3 billion
-- Net asset value (after 7% administrative costs): $9.5 billion
-- Value ascribed to the credit agreement/ship loans/Epic
revolver/new senior secured notes: 21%/69%/5%/5%
-- Net value available to the secured credit agreement (including
residual value from unpledged ships after satisfying ship-level
debt): $2.6 billion
-- Secured credit facilities: $2.2 billion
-- Recovery expectation: 90%-100%; rounded estimate: 95%
-- Remaining value available to unsecured and pari passu claims:
$420 million
-- Net value available to the proposed $675 million senior secured
notes due 2025 (including collateral value pledged to the senior
secured notes and a portion of the remaining value after satisfying
claims under the credit agreement): $544 million
-- Proposed senior secured notes due 2025: $710 million
-- Recovery expectation: 70%-90%; rounded estimate: 75%
-- Net value available to the $675 million senior secured notes
due 2024 (including collateral value pledged to the senior secured
notes and a portion of the remaining value after satisfying claims
under the credit agreement): $513 million
-- Senior secured notes due 2024: $716 million
-- Recovery expectation: 70%-90%; rounded estimate: 70%
-- Net value available to senior unsecured notes: $348 million
-- Senior notes and convertible notes: $2.1 billion
-- Recovery expectation: 10%-30%; rounded estimate: 15%
*All debt amounts include six months of prepetition interest.
NEUMEDICINES INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Neumedicines, Inc.
480 W. Norman Ave.
Arcadia, CA 91007
Business Description: Neumedicines, Inc. --
https://www.neumedicines.com -- is a
clinical stage biopharmaceutical company
engaged in the research and development of
HemaMax, recombinant human interleukin 12
(rHuIL-12), for the treatment of cancer, in
combination with standard of care (SOC,
radiotherapy, chemotherapy, or
immunotherapy); and Hematopoietic Syndrome
of Acute Radiation Syndrome (HSARS), as a
monotherapy.
Chapter 11 Petition Date: July 17, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-16475
Judge: Hon. Ernest M. Robles
Debtor's Counsel: Crystle J. Lindsey, Esq.
WEINTRAUB & SETH, APC
11766 Wilshire Boulevard
Suite 1170
Los Angeles, CA 90025
Tel: (310) 207-1494
E-mail: crystle@warlaw.net
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy Gallaher, president.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/Uz0loS
NORTHERN SILICA: Gets Initial CCAA Stay Order
---------------------------------------------
Northern Silica Corporation, Heemskirk Mining Pty. Ltd., Heemskirk
Canada Holdings Limited, Heemskirk Canada Limited, Custom Bulk
Services Inc. and HCA Mountain Minerals (Moberly) Limited were
subject to an initial order under the Companies' Creditors
Arrangement Act, RSC 1985, c. C-36, as amended and an order was
granted by the Honourable Ms. Justice K.M. Horner of the Alberta
Court of Queen's Bench.
Pursuant to the Initial Order, Alvarez & Marsal Canada Inc., LIT
was appointed as Monitor of Northern Silica.
The Initial Order provides for, among other things, a stay of
proceedings initially expiring on July 10, 2020. The Stay Period
may be extended by the Court from time to time.
A copy of the Initial Order as well as the other materials filed in
these CCAA proceedings may be obtained at
www.alvarezandmarsal.com/northernsilica.
The NSC Companies are continuing to operate in its existing care
and maintenance mode and in accordance with the provisions of the
Initial Order. Pursuant to the Initial Order, all persons having
oral or written agreements with the NSC Companies or statutory or
regulatory mandates for the supply of goods or services are
restrained until further Order of the Court from discontinuing,
altering, interfering with or terminating the supply of such goods
or services as may be required by the NSC Companies, provided that
the normal prices or charges for all such goods or services
received after the date of the Initial Order are paid by the NSC
Companies in accordance with normal payment practices of the NSC
Companies or such other practices as may be agreed upon by the
supplier or service provider and each of the NSC Companies and the
Monitor, or as may be ordered by the Court.
During the Stay Period, parties are prohibited from commencing or
continuing any legal proceeding or enforcement, action against the
NSC Companies and all rights and remedies of any party against or
in respect of the NSC Companies or their assets are stayed and
suspended except in accordance with the Initial Order, or with the
written consent of the NSC Companies and the Monitor, or with leave
of the Court.
To date, no claims procedure has been approved by the Court and
creditors are therefore not required to file a proof of claim at
this time.
If you have any questions regarding the foregoing or require
further information, please consult the Monitor's website at
www.alvarezandmarsal.com/northernsilica. Should you wish to speak
to a representative of the Monitor, please contact:
Bryan Krol
Alvarez & Marsal Canada Inc.
Bow Valley Square 4, Suite 1110
250 - 6th Avenue SW
Calgary, Alberta T2P 3H7
Tel: (403) 538-7523
Email: bkrol@alvarezandmarsal.com.com
The monitor can be reached at:
Alvarez & Marsal Canada Inc.
Attn: Orest Konowalchuk
Cassie Riglin
Bryan Krol
Bow Valley Square 4, Suite 1110
250 - 6th Avenue SW
Calgary, Alberta T2P 3H7
Email: okonowalchuk@alvarezandmarsal.com
criglin@alvarezandmarsal.com
bkrol@alvarezandmarsal.com
Counsel for the Monitor:
Torys LLP
Attn: Kyle Kashuba
Jessie Mann
525 - 8th Avenue S.W., 46th Floor
Eighth Avenue Place East
Calgary, AB T2P 1G1
Email: kkashuba@torys.com
jmann@torys.com
Counsel for the Companies:
Cassels, Brock & Blackwell LLP
Attn: Jeffrey Oliver
Ben Goodis
Suite 3810, Bankers Hall West
Calgary, AB T2P 5C5
Email: joliver@cassels.com
bgoodis@cassels.com
Northern Silica Corporation -- https://www.northernsilica.com/ --
is a Canadian resources company focussed on the operation of the
Moberly Silica Mine located near Golden, British Columbia. Moberly
is a high-grade silica deposit that has recently been redeveloped
with a state of the art processing facility capable of producing
premium quality frac sand and other high-grade silica products.
PERMIAN HOLDCO: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Permian Holdco 1, Inc. (Lead Debtor) 20-11822
2701 W. Interstate 20
Odessa, TX 79766
Permian Holdco 2, Inc. 20-11823
Permian Holdco 3, Inc. 20-11824
Permian Tank & Manufacturing, Inc. 20-11825
Business Description: The Debtors are manufacturers of above-
ground storage tanks and processing
equipment for the oil and natural gas
exploration and production industry.
Chapter 11 Petition Date: July 19, 2020
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Mary F. Walrath
Debtors'
General
Bankruptcy
Counsel: M. Blake Cleary, Esq.
Robert F. Poppiti, Jr., Esq.
Joseph M. Mulvihill, Esq.
Jordan E. Sazant, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mbcleary@ycst.com
rpoppiti@ycst.com
jmulvihill@ycst.com
jsazant@ycst.com
Debtors'
Investment
Banker: SEAPORT GORDIAN ENERGY LLC
Debtors'
Notice,
Claims &
Balloting
Agent: EPIQ CORPORATE RESTRUCTURING LLC
https://dm.epiq11.com/case/permian/dockets
Estimated Estimated
Assets Liabilities
------------------ --------------------------
Permian Holdco 1 $0 to $50,000 $0 to $50,000
Permian Holdco 2 $0 to $50,000 $10 million to $50 million
Permian Holdco 3 $0 to $50,000 $10 million to $50 million
Permian Tank $10 mil. to $50 mil. $10 million to $50 million
The petitions were signed by Chris Maier, chief restructuring
officer.
Copies of the petitions are available for free at PacerMonitor.com
at:
https://is.gd/apRK9b
https://is.gd/nUkcbj
https://is.gd/TGKok8
https://is.gd/8aQQ47
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Prosperity Bank Paycheck $4,698,500
620 N Grant Ave Protection
Odessa, TX 79761 Program Loan
Contact: Jeffrey Freels, VP
Tel: 432-552-1333
Fax: 432-332-8196
Email: jeffrey.freels@prosperitybankusa.com
2. Willbanks Metals, Inc. Trade Payable $1,222,826
1155 N.E. 28th St.
Fort Worth, TX 76106
Tel: 817-625-6161
Fax: 817-625-8487
Email: kyle.mckillip@willbanksmetals.com
3. Vinson & Elkins LLP Trade Payable $776,148
2001 Ross Avenue
Dallas, TX 75201
Contact: Matthew R. Stammel, Partner
Tel: 214-220-7700
Fax: 214-220-7716
Email: mstammel@velaw.com
4. JB Hunt Transportation, Inc. Trade Payable $737,818
615 J.B. Hunt Corporate Drive
Lowell, AR 72745-9142
Tel: 972-346-3290
Email: bryan.rohde@jbhunt.com
5. Sherwin Williams Trade Payable $606,970
25 Whitney Drive Suite 106
Milford, OH 45150
Tel: 972-669-2300
Fax: 216-566-2947
Email: amanda.l.waldo@sherwin.com
6. MRC Global (US) Inc. Trade Payable $311,697
835 Hillcrest Drive
Charleston, NW 25311
Tel: 304-348-4927
Email: info@mrcglobal.com
7. WIFCO Trade Payable $277,397
Department 1047
P.O. Box 3500
Claremore, OK 74018
Tel: 800-258-1392
Email: josh@wifcosp.com
8. Airgas USA, LLC Trade Payable $257,733
110 West 7th Street, Suite 1300
Tulsa, OK 74119
Contact: Rikki Dixon
Fax: 610-687-6932
Email: kris.villloboz@airgas.com
9. Carrington Coleman Sloman Trade Payable $210,381
901 Main Street
Suite 5500
Dallas, TX 75202
Tel: 214-855-3000
Fax: 214-855-1333
Email: msutherland@ccsb.com
10. Prosperity Bank Trade Payable $161,660
620 N. Grant Ave
Odessa, TX 79761
Contact: Jeffrey Freels, VP
Tel: 432-552-1333
Fax: 432-332-8196
Email: jeffrey.freels@prosperitybankusa.com
11. Baker Tilly Virchow Krause, LLP Trade Payable $161,511
205 North Michigan Avenue
Chicago, IL 60601-5927
Tel: 312-729-8000
Email: kevin.simms@bakertilly.com
12. Composites One, LLC Trade Payable $156,769
4526 Paysphere Circle
Chicago, IL 60674
Tel: 817-595-4991
Fax: 800-822-9696
Email: tom.alwicker@compositesone.com
13. Industrial Piping Specialists Trade Payable $153,088
606 N. 14th E. Ave.
Tulsa, OK 74158-1270
Tel: 307-995-4000
Fax: 877-436-9095
Email: mstafford@ipipes.com
14. Pro Inspection, Inc. Trade Payable $124,493
6975 East Commerce Street
Odessa, TX 79762
Tel: 432-362-2247
Fax: 432-362-2247
Email: ncarthel@ctsinspection.com
15. Ratner Steel Trade Payable $83,175
2500 West County Road B
Roseville, MN 55113
Tel: 651-631-8515
Fax: 651-631-8512
Email: info@ratnersteel.com
16. Delaware Secretary of State Taxes $80,603
John G. Townsend Bldg.
401 Federal Street
Suite 4
Dover, DE 19901
Fax: 302-739-3811
Email: dosdoc_ucc@delaware.gov
17. Glens Welding Trade Payable $74,244
415 1st
Temple, TX 76504
Fax: 254-742-1606
Email: malovets5@gmail.com
18. Black Star Energy Services Trade Payable $73,241
12401 WCR 100
Odessa, TX 79765
Tel: 432-271-9618
Fax: 432-561-5502
Email: jpoe@blackstarenergyservices.com
19. Taylor Leasing and Rental Trade Payable $72,252
3690 North Church Ave
Louisville, MS 39339
Contact: Stephen Arnett
Email: sarnett@taylorbigred.com
20. Trinity Heads, Inc. Trade Payable $67,704
11765 Hwy 6 South
Navasota, TX 77868
Tel: 800-392-3594
Fax: 936-825-6470
Email: randy.hemann@trin.net
21. Expert Crane Trade Payable $57,861
5755 Grant Ave
Cleveland, OH 44105
Tel: 432-272-3638
Fax: 216-451-9904
22. Tax Advisors Group, Inc. Trade Payable $57,562
12400 Coit Road
Dallas, TX 75251
Contact: Aaron Martin
Tel: (972) 503-7506
Fax: (972) 503-7940
Email: amartin@taxadvisorsgroup.com
23. Hawkeye Industries Inc. Trade Payable $55,383
2720 South Willow Avenue
Bloomington, CA 92316
Tel: 780-490-4295
Fax: 909-546-1161
Email: cjacinto@hawk-eye.com
24. Polynt Composites USA Inc. Trade Payable $55,345
4742 Solutions Center
Chicago, IL 60677-4007
Tel: 800-322-8103
Email: marty.gudmundson@polynt.com
25. Monster Energy Services LLC Trade Payable $53,850
11510 N 1990 Rd
Elk City, OK 73644
Tel: 580-225-4387
Email: neil.@monsterenergyservices.com
26. Metal Fab Products, Inc. Trade Payable $49,392
715 W 81st Street
Odesssa, TX 79764
Fax: 432-362-9412
Email: don.gregory@metalfabproducts.com
27. Talley Transportation, LLC Trade Payable $49,045
P.O. Box 212
Sturgis, SD 57785
Contact: Ryan Talley
Tel: 605-490-2320
Email: bev@talleytransport.com
28. Williams Scotsman Inc. Trade Payable $49,022
901 S. Bond Street
Suite 600
Baltimore, MD 21231
Tel: 800-782-1500
Email: efren.licon@willscot.com
29. Red-D-ARC Rentals Inc. Trade Payable $48,347
685 Lee Industrial Blvd
Austell, GA 30168-7434
Fax: 678-460-0129
Email: lodema.farris@airgas.com
30. Butte County Treasurer Office Taxes $48,275
25 County Center Drive
Suite 125
Oroville, CA 95965
Tel: 605-892-4456
Email: debbie@buttesd.org
RYAN SPECIALTY: Moody's Assigns B1 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family rating
and B1-PD probability of default rating to specialty insurance
broker Ryan Specialty Group, LLC following the company's
announcement that it has agreed to acquire All Risks, Ltd. Moody's
also assigned B1 ratings to RSG's new $300 million five-year senior
secured revolving credit facility and $1.65 billion seven-year
senior secured term loan.
RSG will use proceeds from the new term loan, newly issued
preferred equity, common equity consideration and deferred
consideration to fund the purchase of All Risks, repay existing
credit facilities, repay certain subordinated debt and pay related
fees and expenses. The parties announced their purchase and sale
agreement in June 2020, and expect to complete the transaction in
the third quarter of 2020. The rating outlook for RSG is stable.
RATINGS RATIONALE
RSG's ratings reflect its strong presence in wholesale and
specialty insurance brokerage, broad diversification across clients
and carriers, healthy EBITDA margins and good free cash flow. RSG
has reported strong organic growth, helped by rising rates in
commercial property & casualty insurance, especially within
specialty excess & surplus lines. Tempering these strengths are the
company's elevated financial leverage and integration risk
associated with the pending large acquisition of All Risks, and
potential liabilities arising from errors and omissions, a risk
inherent in professional services.
The All Risks transaction will increase RSG's revenue by roughly
28%, expand the firm's geographic footprint, and provide additional
capabilities in its binding authority, program and wholesale
businesses, said Moody's. Offsetting these benefits are the
additional debt being issued to help fund the transaction along
with the integration risk of such a large merger, including
potential attrition among producers and clients. Following the
integration of All Risks, RSG expects to maintain a more
conservative financial leverage policy, in line with similarly
rated peers.
Moody's estimates that upon closing the acquisition, RSG will have
a pro forma debt-to-EBITDA ratio of about 6.5x, which is high for
its rating category. The rating agency expects RSG to reduce its
leverage below 6x over the next few quarters through EBITDA growth
and debt reduction. RSG will have (EBITDA - capex) interest
coverage in the low single digits and a free-cash-flow-to-debt
ratio in the mid-single digits per Moody's estimates. These metrics
include the rating agency's adjustments for operating leases,
run-rate earnings from acquisitions, contingent earnout liabilities
and certain other non-recurring items.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of RSG's ratings include: (i)
continued profitable growth, (ii) debt-to-EBITDA ratio below 4.5x,
(iii) (EBITDA - capex) coverage of interest exceeding 3.5x, and
(iv) free-cash-flow-to-debt ratio exceeding 8%.
Factors that could lead to a downgrade of RSG's ratings include:
(i) debt-to-EBITDA ratio remaining above 6x, (ii) (EBITDA - capex)
coverage of interest below 2.5x, (iii) free-cash-flow-to-debt ratio
below 5%, or (iv) delay or disruption in the integration of All
Risks.
Moody's has assigned the following ratings (with loss given default
(LGD) assessments):
Corporate family rating at B1,
Probability of default rating at B1-PD,
$300 million five-year first-lien senior secured revolving credit
facility at B1 (LGD3),
$1.65 billion seven-year first-lien senior secured term loan at B1
(LGD3).
The rating outlook for RSG is stable.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Founded in 2010 and based in Chicago, Illinois, RSG is a specialty
insurance broker providing wholesale brokerage, binding authority
and managing general underwriting services for retail brokers,
agents and insurance carriers mainly in the US and also in Canada,
the UK and Europe. The company generated revenue of $765 million in
2019.
SK BLUE: S&P Downgrades ICR to 'B-'; Outlook Negative
-----------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on performance
additives and intermediate chemicals producer SK Blue Holdings L.P.
(doing business as SI Group) to 'B-' from 'B'. The outlook is
negative. S&P lowered the issue-level rating on the company's
secured debt to 'B-' from 'B'. The recovery rating remains '3'.
The downgrade reflects the challenging macroeconomic conditions and
weakened industrial demand that S&P expects SI Group will face in
2020, which the rating agency expects will lead to significantly
weaker credit measures. The company is currently facing weakened
end market demand in some key end markets such as rubber and
adhesives, oilfield solutions, industrial resins, and fuel and
lubricants. Slightly offsetting the weakness in its industrial
segments is positive momentum in the company's pharmaceuticals
business (ibuprofen and Propofol) and food packaging products
during these turbulent economic times. The underperformance is well
below the rating agency's previous expectations for SI Group,
leading to S&P Global Ratings' weighted average adjusted debt to
EBITDA of about 9x for 2020 and 2021. These credit measures are
weaker than those of specialty chemical provider Innophos Holdings
Inc. S&P expects that SI group will begin to see some positive
end-market demand in the second half of 2020 and into 2021 as the
economy recovers and the company continues to introduce new
products, but credit measures will still be well below 2019
levels.
Although it is forecasting SI Groups' earnings to be significantly
down in 2020, S&P still expects it to remain free cash flow
positive. To date, the company has successfully recognized a large
portion of its previously targeted $77 million in cost synergies,
drastically reduced capital expenditures, and continued to focus on
cost-savings initiatives. Additionally, S&P expects SI Group to
maintain adequate liquidity levels over the next 12 months.
SI Group will continue to benefit from scale, geographic and
end-market diversity, and customer stickiness. S&P still believes
that SI Group will continue to benefit over the longer term from
longstanding customer relationships in diverse end markets, scale,
and strong geographic diversification, with approximately 55% of
its sales generated internationally (roughly split between Europe
and Asia). Many of the company's performance additives products are
critical to its customers' products while only making up a small
portion of its raw material spending, leading to customer loyalty
and stickiness. Somewhat offsetting this is the company's moderate
customer concentration, relatively small overall market share in
the combined additives, intermediates, and health and wellness
addressable markets, as well as exposure to volatile key raw
materials phenol and isobutylene, which account for approximately
50% of the combined company's raw material spending. The company
has multiple suppliers for these key raw materials, but unexpected
swings in pricing could pressure profitability.
The negative outlook on SK Blue Holdings L.P. reflects S&P's
expectation that financial metrics will deteriorate over the coming
year due to the weak macroeconomic environment and soft industrial
demand, particularly in segments exposed to the oil and auto end
markets. S&P now expects U.S. GDP to contract by over 5% in 2020,
with a 33% annualized decline in the second quarter. In addition,
S&P expected significant weakness in the company's international
markets, with EU GDP expected to decline by 7.8% and Asia Pacific's
(APAC) GDP falling by 1% in 2020. While S&P believes the company is
on track to achieve targeted synergies, the rating agency forecasts
year-over-year volume declines in the second and third quarter,
which pushes the rating agency's weighted average adjusted leverage
metrics above 8x over the next two years.
"We could lower our rating on SK Blue Holdings L.P. in the next 12
months if ongoing macroeconomic weakness were more protracted than
our current assumptions and demand did not rebound in the second
half of 2020 or early 2021, such that the company's S&P Global
Ratings' weighted average leverage exceeds 10x. This could occur if
revenue declined by greater than 15% and margins declined by 100
basis points in 2020. In addition, we could lower the rating if the
company's liquidity declined such that free cash flow turned
negative and liquidity sources fell below 1.2x uses; however, given
the company's current liquidity position, we do not view this
scenario as likely over the next 12 months," S&P said.
"We could revise our outlook on SK Blue Holdings to stable over the
next 12 months if operating performance were stronger than
expected, such that debt leverage improved to below 7x. This would
most likely occur under a scenario where industrial demand bounced
back more rapidly than expected, margins remained stable, and
revenue declined only slightly. In addition, for a stable outlook,
the company would need to maintain at least adequate liquidity,"
the rating agency said.
SUNTECH DRIVE: Proposes a Sale of All Assets to Premier Energy
--------------------------------------------------------------
SunTech Drive, LLC, asks the U.S. Bankruptcy Court for the District
of Colorado to authorize the sale of substantially all assets to
Premier Energy Holdings, Inc. for a credit bid the full amount of
the allowed Secured Claim of $250,000, plus accruing interest
through the date of a closing, plus a payment to unsecured
creditors in a lump sum payment of $25,000 in cash at closing, plus
a waiver of its right to recover on account of its post-petition
loans to the Debtor, subject to overbid.
The Debtor has lacked, and continues to lack, the capital necessary
to properly market and exploit its unique technology and cover its
ongoing expenses. As a result, Debtor is being pursued by its
creditors and has terminated the employment of all but two
employees.
The Debtor's only options in the case are to sell its assets in the
near-term or convert its case to a chapter 7 case, which would
yield no return for unsecured creditors.
As of the Petition Date, the Debtor's assets with current market
values are as follows: a) Cash deposits: $35,000; b) Accounts
Receivable: $7,245; c) Inventory, furniture, fixtures, machinery,
equipment in the amount of approximately $178,749; d) Prepayment
for Commercial Umbrella Policy: $2,158; e) Prepayment for Software
License: $1,230; f) Intellectual property and customer list:
Unknown; and g) Goodwill: Unknown. The total market value of the
Debtor's assets is approximately $224,382.
The Debtor entered into a Loan Agreement with Zions Bancshares,
doing business as Vectra Bank, in the original principal amount of
$250,000, including a Promissory Note and Commercial Security
Agreement. Pursuant to the terms ofthe Vectra Loan, tje Debtor
granted Vectra Bank a secured interest in substantially all of its
assets. Vectra Bank perfected its interest by filing a UCC-1
financing statement with the Colorado Secretary of State on Sept.
5, 2019, Master ID No. 20192080161.
The Vectra Loan was guaranteed by UPC Capital Ventures, LLC. UPC
is also one of the largest unsecured creditors of the Debtor.
The Debtor also entered into a line of credit agreement ("LOC") and
Commercial Security Agreement with Premier Manufacturing and Supply
Chain Services, Inc., in the original amount of $1.7 million.
Pursuant to Commercial Security Agreement, the Debtor granted
Premier a security interest in substantially all of its assets.
Premier perfected its interest by filing a UCC-1 financing
statement with the Colorado Secretary of State on March 10, 2020,
Master ID No. 20202024569.
As of Jan. 9, 2020, the Debtor's books and records reflect that
Premier is owed approximately $1,764,611 on account of its claim.
However, based upon the value of its assets, the Debtor asserts
that Premier's claim is entirely unsecured. UPC and Premier are
far and away the largest of the Debtor's unsecured creditors.
The Debtor also entered into an agreement with Ouiby, Inc. to
purchase certain inventory. Ouiby perfected its security interest
by filing UCC-1 financing statements on De. 13, 2019 with the
Colorado Secretary of State: Master ID No. 20192115337. However,
the Debtor
no longer has possession of any Ouiby-financed inventory.
On May 29, 2020, all right, title, and interest in and to the
Vectra Loan was acquired by UPC and contributed to the Buyer, an
entity owned by UPC and Premier. Thus, Energy Holdings now owns
and holds Vectra Bank's secured claim, and as of the Petition Date
the Debtor's books and records reflect that Energy Holdings is owed
approximately $250,000 on account of its secured claim.
The Debtor has reviewed the Vectra Loan and the assignments of the
Vectra Loan to UPC and Energy Holdings. Based on that review, the
Debtor has concluded that Energy Holdings is the proper holder of
the Secured Claim and that the Secured Claim is a valid, fully
enforceable claim, not subject to any defense, setoff, recoupment,
avoidance, or reduction, and that and that the Secured Claim is
secured with a first-priority lien on and security interest in the
Purchased Assets.
Struggling to remain financially viable, on Nov. 21, 2019, the
Debtor engaged Peakview Partners, LLC for financial advisory
services. Peakview worked with the Debtor to identify and contact
approximately 20 possible buyers and offer such potential buyers
with information regarding the Debtor's business. When no one
emerged through Peakview’s efforts as a potential purchaser,
Premier and UPC expressed interest in purchasing the Debtor's
assets and began to structure an acquisition by Energy Holdings.
The Debtor believes that it can obtain the highest return possible
through the sale of its assets as a going concern, and now has an
opportunity to immediately sell substantially all of its assets to
the entity that is now the Debtor's primary secured creditor,
Energy Holdings.
Subject to Bankruptcy Court approval, the Debtor has agreed to sell
its assets to Energy Holdings in accordance with an Asset Purchase
Agreement.
The principal terms of the Stalking Horse APA are:
a) The assets to be purchased consist of inventory, assigned
contracts, intellectual property, tangible personal property,
permits, prepaid expenses and credits, warranty and indemnity
rights, insurance benefits, all books and records, goodwill and
going concern value, computer programs and related items, and
licenses.
b) Consideration being paid to the Debtor includes a credit
bid by the Buyer in the full amount of the allowed Secured Claim,
of $250,000 plus accruing interest through the date of a closing,
plus a payment to unsecured creditors in a lump sum payment of
$25,000 in cash at closing, plus a waiver of its right to recover
on account of its post-petition loans to the Debtor if it is the
successful bidder. No deposit is required under the APA.
c) The Assets will be purchased free and clear of all liens,
claims, and encumbrances.
d) The Buyer will only assume those liabilities associated
with any assumed and assigned leases or contracts to the extent
such liabilities arise after closing. The Debtor is not party to
any unexpired leases or executory contracts and thus, there are no
such liabilities.
e) In the event the Court enters an order approving the sale
of the Purchased Assets to an entity other than the Buyer, or not
otherwise affiliated with the Buyer, Seller, or its successors or
assigns, will immediately pay in cash upon the closing of such sale
a fee equal to 3% of the aggregate sum of the Secured Claim plus
the $25,000 Cash Payment, or such other amount approved by the
Court.
f) Excluded from the Assets are (i) any rights, claims or
causes of action under Chapter 5 of the Bankruptcy Code, other than
with respect to the Purchased Assets; (ii) unexpired leases and
executory contracts not specifically assumed by the Debtor and
assigned to the Buyer; (iii) cash and cash equivalents, except for
funds advanced as part of the post-petition loan; and (iv) entity
organizational documents, minute books, tax returns, and any other
documents pertaining to the Debtor's entity organization.
g) Closing will occur ten business days after all conditions
in the Agreement are satisfied, but in any event, on or before Aug.
3, 2020.
Contemporaneously with the Motion, the Debtor is also filing a
Motion for Entry of an Order Establishing Bid Procedures. It also
intends to ask Court approval for post-petition borrowing from
Energy Holdings to ensure that its business survives the during the
sale process. A shortened sale process will limit the amount
Debtor needs to borrow and thus avoid increasing the amount the
Investors will have to pay to acquire the Debtor's assets.
Approval of the Stalking Horse APA or any asset purchase agreement
submitted in accordance with bidding procedures approved by the
Court that presents a higher and otherwise better bid for the
Assets than the Stalking Horse APA is in the best interests of the
Debtor, its estate, and its creditors.
A copy of the APA is available at https://tinyurl.com/y978up4d from
PacerMonitor.com free of charge.
About SunTech Drive
SunTech Drive, LLC -- http://suntechdrive.com-- is a privately
held solar power electronics company. SunTech Drive provides
source-agnostic, intelligent power conversion equipment. Its
patent pending designs represent a dramatic departure from the
large and costly legacy controllers of the past. SunTech has
replaced traditional electromagnetic cores and windings with
high-speed digital switching silicon and adaptive firmware.
SunTech Drive filed its voluntary petition for relief under
Chapter
11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-1394) on
June 8, 2020. In the petition signed by Harold K. Michael, CEO,
the Debtor disclosed $199,483 in assets and $6,675,846 in
liabilities. Jeffrey S. Brinen, Esq., at KUTNER BRINEN, P.C.,
represents the Debtor.
TERRAFORM POWER: S&P Affirms 'BB-' Long-Term ICR; Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on TerraForm Power Inc. (TERP), and its 'BB-' rating on the
senior unsecured debt issued by TerraForm Power Operating LLC. The
outlook is stable.
Although the size of TERP's portfolio has grown over the past two
years, asset generation has trailed long-term average estimates.
With the acquisition of Saeta in 2018 (about 1 gigawatt [GW]), a
distributed generation portfolio of renewable facilities from
AltaGas Ltd. (320 MW) in 2019, and other bolt-on acquisitions, TERP
has increased the size of its portfolio to 4.2 GW as of March 31,
2020, from 2.7 GW at the beginning of 2018.
"Although a larger asset base has certainly helped increase
distributable cash flow, in our opinion, the underlying operating
performance of the company's assets has lagged expectations," S&P
said.
During 2019, TERP's overall generation levels were about 13% below
the long-term average (LTA), with wind behind 12% and solar output
trailing 21%. S&P did not see an improvement in the first quarter
of 2020, with wind facilities 17% lower than the LTA (about 7%
lower quarter-over-quarter), Spanish assets more than 20% under LTA
(about 9% lower quarter-over-quarter), and total generation 17%
lower than LTA. While some of the reduced generation in 2019 was
attributable to lower availability due to accelerated maintenance
activities before the transition of operations to General Electric
Co. (GE), maintenance requirements of Clipper turbines, and other
technical issues, S&P believes that, given the nature of TERP's
exclusively renewable portfolio, resource availability remains a
key risk and the shortfall will negatively affect the company's
financial performance and leverage metrics.
Energy wholesale prices in Spain, where TERP has 20% of its
installed capacity, have been under pressure. Energy prices in
Spain have been weak due to increasing supply from renewables; a
drop in commodity prices; and most important, demand declines as a
result of lockdown measures related to the COVID-19 pandemic. The
national lockdown was imposed in Spain on March 14, 2020, and has
since been gradually lifted, S&P expects power consumption will
decline by 6%-8% in 2020. The potential repercussions for power
demand in 2021 will also depend on the shape of the recovery,
although S&P does not expect a full recovery over the next two
years. Lower gas prices have also affected energy wholesale prices
in Spain because gas is the most expensive unit in the daily energy
mix and therefore sets the power price. Spot prices in Spain fell
to EUR20 per megawatt hour (/MWh) in April and May 2020 from
EUR45-EUR50/MWh in 2019, but S&P expects a recovery toward
EUR30/MWh-EUR40/MWh by year-end. Although these factors are
negative for Spanish generators in general, in the case of TERP and
its regulated assets in the country, S&P expects the effect will
ultimately be mitigated through the price band adjustment
mechanism, whereby any shortfalls in power prices are recouped in
future regulatory periods through an increase in capacity payments.
This recovery, however, is exposed to regulatory lag because
adjustments in capacity payments are made every three years, with
the next adjustment coming into effect in December 2022. This could
lead to lower cash flows in the near-to-medium term if prices
remain persistently weak due to factors discussed above. S&P notes,
however, that stable capacity payments represent the bulk of the
revenues (about 65%) from assets in Spain, with cash flows
attributable to energy payments comprising 15%-20%, or less than
10% of consolidated revenues.
LTSAs should enhance cash flow through operational optimization,
but their effectiveness is not fully known at present. TERP's
portfolio was considerably under-maintained when initially acquired
from SunEdison LLC in October 2017. In an effort to improve the
quality of its 1.6 GW North American fleet, TERP executed an
11-year framework with GE in August 2018 to provide LTSAs for
turbine operations and maintenance services, as well as other
balance-of-plant services. The purpose of this initiative was to
enhance cash flow from these assets by optimizing their performance
through deployment and upgrading of technology, as well as robust
performance guarantees that ensure resource-adjusted generation
levels, and compensation for situations where generation falls
short of expectation. The company has entered into a similar type
of agreement with SMA Solar Technology for its North American solar
fleet, aimed at improving the performance profile of the assets, as
well as providing production-related guarantees. These efforts
appear positive from a credit perspective; however, S&P also
believes that their effectiveness is not fully known at present,
and therefore the degree to which these developments will actually
enhance TERP's generation or cash flow is uncertain. Nevertheless,
S&P expects TERP will reduce operating costs by $25 million (about
8% of forecast EBITDA) annually because of these initiatives, as
per company guidance.
Merger with Brookfield Renewable Partners L.P. will reduce
operating expenses by cutting public reporting and other costs. In
March 2020, TERP announced that it had entered into a definitive
merger agreement for Brookfield Renewable Partners L.P. (BREP) to
acquire all of the outstanding equity not held by BREP and its
affiliates (38%). A special committee formed at TERP, composed of
non-executive and independent directors, unanimously recommended
that TERP shareholders approve the transaction. In consideration
for their shares, TERP shareholders can receive 0.381 of either
Class A shares of Brookfield Renewable Corp. (BEPC) or limited
partnership units of BREP. The transaction was approved by the
Federal Energy Regulatory Commission on July 1, 2020, and is
pending formal shareholder approval, which is expected to be
finalized on July 29, 2020, via a shareholder vote. TERP expects to
complete the transaction in third-quarter 2020, subject to
customary closing conditions and shareholder approval. Following
the closing, BREP/BEPC will own approximately 67% of the
outstanding shares of TERP, with the balance owned by affiliates of
Brookfield Asset Management (Brookfield). S&P expects TERP's
operating expenses to decline by $35 million-$40 million per year
as a result of this merger, most notably from an exclusion of
management fees (about $27 million in 2019), which the rating
agency has historically considered as an operating expense to
calculate EBITDA. This represents considerable savings at about
6%-8% of EBITDA, and supports credit metrics notably.
The stable outlook reflects debt-to-EBITDA of about 5.5x-5.8x
through 2022. S&P expects TERP's portfolio will achieve improved
generation levels because of the completed accelerated maintenance
activities, and realize financial benefits from production
guarantees under the LTSAs as envisioned. Finally, S&P expects that
TERP's merger with Brookfield Renewable Partners will be completed
as planned, and cost savings from the proposed transaction will be
achieved as expected.
"We would consider a negative rating action if we forecast
debt-to-EBITDA to stay above 6.0x on a consistent basis. This could
occur if the company relies on corporate-level debt financing to
support growth or expansion plans, or if its financial performance
falls short of our base-case forecast," S&P said.
"Although unlikely during the outlook period, we could consider a
positive rating action if TERP materially reduces debt at the
holdco level, through asset sales or free cash flow. We would look
for debt-to-EBITDA of maximum 5.0x on a sustained basis for this
outcome," the rating agency said.
TWO RIVERS: Appointment Interim Chief Financial Officer
-------------------------------------------------------
Effective July 1, 2020, Ms. Heather Kearns, age 42, was appointed
to serve as the interim chief financial officer of Two Rivers Water
& Farming Company. Since 2018, Ms. Kearns has worked with Two
Rivers Water & Farming Company assisting with preparation of
filings.
Ms. Heather Kearns has over 20 years of experience in accounting
and financial reporting with private and public companies of
various sizes. She is a Certified Public Accountant in the state
of Colorado, and has almost 10 years as a firm owner, offering
accounting and consulting services. Ms. Kearns's background
includes managing and oversight for financial statements and
disclosures, filing S-1 registration and other SEC filings,
preparation of financial reports including 10-Q's, 10-K's, and
8-K's, and coordinating annual audits and quarterly reviews. She
will provide oversight of the finance and accounting team,
coordinate with Compliance, and work with the Company's tax
consultants to prepare all tax documentation and returns. Ms.
Kearns provides the assistance to strengthen the Company's
processes and procedures, and also contributes to the development
of a Company's strategy and long-term planning. Ms. Kearns is a
graduate of Auburn University in Auburn, Alabama, with a Bachelor
of Science in Business Administration, and a Master of Business
Administration from Auburn University in Montgomery, Alabama.
Ms. Kearns' contract with Two Rivers Water & Farming Company
commenced on July 1, 2020 and is through Sept. 30, 2020, with
option of renewal. Compensation consists of a combination of
filing, flat rate and success fees.
About Two Rivers
Two Rivers -- http://www.2riverswater.com/-- is a Colorado-based
company with a diverse asset base of land and water that plans to
monetize assets through recently acquired hemp companies to form an
integrated seed-to-consumer enterprise. The Company is positioned
to grow various strains of hemp with proprietary genetics, to sell
bulk biomass, process and extract Phytocannabinoids, and to develop
and distribute consumer products. The Company has developed a line
of proprietary whole-plant hemp-products, based on an innovative
first-to-market Nature's Whole Spectrum approach.
M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
April 15, 2019, citing that the Company suffered a net loss from
operations and negative cash flows from operations, which raises
substantial doubt about its ability to continue as a going
concern.
As of Sept. 30, 2019, the Company had $45.50 million in total
assets, $22.45 million in total liabilities, and $23.05 million in
total stockholders' equity.
The Company has not generated significant revenues and has a net
loss of $1,142,000 during the nine months ended Sept. 30, 2019.
Cash consumed from its operations during the nine months ended
Sept. 30, 2019 was $789,000. At Sept. 30, 2019, the Company had a
working capital deficit of $21,104,000 and an accumulated deficit
of approximately $95,596,000. The HCIC seller carry back debt are
in technical default.
The Company said it is in the process of working with the Vaxa
Entities and its funders to continue to fund Two Rivers operations.
There is no assurances that this additional funding will occur.
Additionally, the Company continues to reduce its general and
administrative expenses and cash required for its operations.
"We believe that the actions discussed above are probable of
occurring and mitigating the substantial doubt raised by our
historical operating results. We believe the actions will satisfy
our estimated liquidity needs 12 months from the issuance of these
financial statements. However, we cannot predict, with certainty,
the outcome of our actions to generate liquidity, including the
availability of additional financing, or whether such actions would
generate the expected liquidity as currently planned. There is,
however, no assurance that the Company will be able to raise any
additional capital through any type of offering on terms acceptable
to the Company, as existing cash on hand will be insufficient to
finance operations over the next twelve months," the Company stated
in its Quarterly Report for the period ended Sept. 30, 2019.
WESTPORT HOLDINGS: Trustee's Selling Causes of Action v. Valley
---------------------------------------------------------------
Jeffrey W. Warren, as the Liquidating Trustee for Westport Holdings
Tampa, Limited Partnership and Westport Holdings Tampa II, Limited
Partnership, asks the U.S. Bankruptcy Court for the Middle District
of Florida to authorize the sale of the Debtors' and their estates'
causes of action against Valley National Bank free and clear of all
liens, claims, and encumbrances to BRP Senior Housing Management,
LLC or its designee ("BRP") for $250,000 cash, plus an agreement to
pay the Liquidating Estate 15% of the net recoveries on such Causes
of Action, after deducting the cash payment made at the Closing and
the fees and costs incurred in the prosecution thereof.
On Jan. 8, 2020, the Liquidating Trustee filed a complaint against
Valley, as successor by merger to USAmeriBank ("USAB"), commencing
Adversary Proceeding No. 8:20-ap-00007-MGW in the Court, and
asserting claims against Valley for, among other things, aiding and
abetting breach of fiduciary duty and the avoidance and recovery of
the fraudulent transfer of $3 million of Westport's statutorily
required minimum liquid reserves in connection with loans made by
USAB to Westport Nursing Tampa, LLC.
The Liquidating Trustee now asks authority to sell all causes of
action that the Liquidating Estate, the Debtors, and the
Liquidating Trustee have or may have against Valley and/or USAB,
including but not limited to the causes of action asserted in the
Valley Adversary free and clear of all liens, claims, and
encumbrances to BRP in exchange for $250,000 cash, to be paid at
the closing on the Sale, plus an agreement to pay the Liquidating
Estate 15% of the net recoveries on such Causes of Action, after
deducting the cash payment made at the Closing and the fees and
costs incurred in the prosecution thereof.
BRP (i) will have until 10 days from the entry of an order
approving the Motion and the Sale to complete its due diligence,
and will be entitled to terminate the Sale and not proceed with the
Closing in its sole and absolute discretion during the Due
Diligence Period with no penalty whatsoever; (ii) may require, or
waive any such requirement, that the order approving the Sale
become final and non-appealable prior to the Closing; and (iii) may
require, or waive any such requirement, that Closing occur
contemporaneous with the closing on the sale of substantially all
of the Debtors' assets to Tampa Life Plan Village, Inc., as
previously approved by the Court ("Tampa Life Sale").
The Liquidating Trustee is unaware of any liens, claims,
encumbrances that have been asserted with respect to the Causes of
Action and disputes any basis for the assertion of such an interest
in the Causes of Action.
About Westport Holdings
Westport Holdings Tampa, d/b/a University Village, is a care
retirement community in Tampa, Florida. It offers residents
villas, apartments, an assisted living facility and a skilled
nursing care center for their end of life needs.
Westport Holdings Tampa, Limited Partnership and Westport Holdings
Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr.
M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016.
Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter
Riedel Blain & Postler, P.A., serve as the Debtors' bankruptcy
counsel. Broad and Cassel is the special counsel for healthcare
and related litigation matters.
Jeffrey Warren was appointed as examiner in the Debtors' cases. He
is represented by Bush Ross, P.A.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 11, 2016, and an official committee of
resident creditors on Dec. 29, 2016. The resident committee is
represented by Jennis Law Firm.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABBVIE INC ABBV US 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB GR 91,199.0 (7,415.0) 35,287.0
ABBVIE INC ABBV SW 91,199.0 (7,415.0) 35,287.0
ABBVIE INC ABBV* MM 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB TE 91,199.0 (7,415.0) 35,287.0
ABBVIE INC ABBV AV 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB GZ 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB TH 91,199.0 (7,415.0) 35,287.0
ABBVIE INC ABBVEUR EU 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB QT 91,199.0 (7,415.0) 35,287.0
ABBVIE INC-BDR ABBV34 BZ 91,199.0 (7,415.0) 35,287.0
ABSOLUTE SOFTWRE ALSWF US 108.7 (44.7) (26.3)
ABSOLUTE SOFTWRE ABT CN 108.7 (44.7) (26.3)
ABSOLUTE SOFTWRE OU1 GR 108.7 (44.7) (26.3)
ABSOLUTE SOFTWRE ABT2EUR EU 108.7 (44.7) (26.3)
ACCELERATE DIAGN 1A8 GR 120.0 (22.9) 100.1
ACCELERATE DIAGN AXDX US 120.0 (22.9) 100.1
ACCELERATE DIAGN 1A8 SW 120.0 (22.9) 100.1
ACCELERATE DIAGN AXDX* MM 120.0 (22.9) 100.1
ACCOLADE INC ACCD US 73.2 (23.8) (21.0)
ADAPTHEALTH CORP AHCO US 661.8 (29.4) 3.4
AGENUS INC AJ81 GR 180.1 (175.6) (24.6)
AGENUS INC AGEN US 180.1 (175.6) (24.6)
AGENUS INC AJ81 GZ 180.1 (175.6) (24.6)
AGENUS INC AJ81 QT 180.1 (175.6) (24.6)
AGENUS INC AJ81 TH 180.1 (175.6) (24.6)
AGENUS INC AGENEUR EU 180.1 (175.6) (24.6)
AMC ENTERTAINMEN AMC US 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AMC4EUR EU 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AMC* MM 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AH9 TH 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AH9 QT 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AH9 GR 11,238.3 (1,074.0) (1,060.3)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE AAL11EUR EU 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE AAL AV 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE AAL TE 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE A1G SW 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE A1G GZ 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE A1G QT 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE AAL US 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE A1G GR 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE AAL* MM 58,580.0 (2,636.0) (12,038.0)
AMERICAN AIRLINE A1G TH 58,580.0 (2,636.0) (12,038.0)
AMYRIS INC AMRS US 167.3 (176.1) (107.3)
AMYRIS INC 3A01 GR 167.3 (176.1) (107.3)
AMYRIS INC 3A01 TH 167.3 (176.1) (107.3)
AMYRIS INC 3A01 SW 167.3 (176.1) (107.3)
AMYRIS INC AMRSEUR EU 167.3 (176.1) (107.3)
AMYRIS INC 3A01 QT 167.3 (176.1) (107.3)
AQUESTIVE THERAP AQST US 64.5 (20.8) 35.7
ARYA SCIENCES AC ARYBU US 0.2 (0.0) (0.2)
AUTODESK I - BDR A1UT34 BZ 5,543.9 (139.1) (554.0)
AUTODESK INC AUD GR 5,543.9 (139.1) (554.0)
AUTODESK INC ADSK US 5,543.9 (139.1) (554.0)
AUTODESK INC AUD TH 5,543.9 (139.1) (554.0)
AUTODESK INC ADSK AV 5,543.9 (139.1) (554.0)
AUTODESK INC ADSKEUR EU 5,543.9 (139.1) (554.0)
AUTODESK INC ADSK TE 5,543.9 (139.1) (554.0)
AUTODESK INC AUD GZ 5,543.9 (139.1) (554.0)
AUTODESK INC ADSK* MM 5,543.9 (139.1) (554.0)
AUTODESK INC AUD QT 5,543.9 (139.1) (554.0)
AUTOZONE INC AZO US 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 GR 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 TH 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 GZ 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZO AV 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 TE 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZO* MM 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZOEUR EU 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 QT 12,902.1 (1,632.7) (371.1)
AVID TECHNOLOGY AVID US 308.4 (161.5) 11.8
AVID TECHNOLOGY AVD GR 308.4 (161.5) 11.8
B RILEY PRINCIPA BMRG/U US 0.1 (0.0) (0.1)
B. RILEY PRINC-A BMRG US 0.1 (0.0) (0.1)
BENEFITFOCUS INC BNFTEUR EU 313.6 (42.5) 102.0
BENEFITFOCUS INC BNFT US 313.6 (42.5) 102.0
BENEFITFOCUS INC BTF GR 313.6 (42.5) 102.0
BLOOM ENERGY C-A 1ZB GZ 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A BE US 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A 1ZB GR 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A BE1EUR EU 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A 1ZB QT 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A 1ZB TH 1,312.6 (259.2) 177.2
BLUE BIRD CORP 4RB GR 396.1 (65.1) 24.8
BLUE BIRD CORP BLBDEUR EU 396.1 (65.1) 24.8
BLUE BIRD CORP 4RB GZ 396.1 (65.1) 24.8
BLUE BIRD CORP BLBD US 396.1 (65.1) 24.8
BOEING CO-BDR BOEI34 BZ 143,075.0 (9,360.0) 16,509.0
BOEING CO-CED BA AR 143,075.0 (9,360.0) 16,509.0
BOEING CO-CED BAD AR 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BCO GR 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BAEUR EU 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA EU 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BOE LN 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BCO TH 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA PE 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BOEI BB 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA US 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA SW 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA* MM 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA TE 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA CI 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA AV 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BAUSD SW 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BCO GZ 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BCO QT 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE TR TCXBOE AU 143,075.0 (9,360.0) 16,509.0
BOMBARDIER INC-B BBDBN MM 24,127.0 (5,365.0) (1,093.0)
BRINKER INTL EAT US 2,585.4 (574.7) (204.7)
BRINKER INTL BKJ GR 2,585.4 (574.7) (204.7)
BRINKER INTL EAT2EUR EU 2,585.4 (574.7) (204.7)
BRINKER INTL BKJ QT 2,585.4 (574.7) (204.7)
BRP INC/CA-SUB V B15A GZ 4,236.8 (793.6) (194.9)
BRP INC/CA-SUB V DOOEUR EU 4,236.8 (793.6) (194.9)
BRP INC/CA-SUB V DOO CN 4,236.8 (793.6) (194.9)
BRP INC/CA-SUB V B15A GR 4,236.8 (793.6) (194.9)
BRP INC/CA-SUB V DOOO US 4,236.8 (793.6) (194.9)
CADIZ INC CDZI US 74.1 (19.7) 6.7
CADIZ INC CDZIEUR EU 74.1 (19.7) 6.7
CADIZ INC 2ZC GR 74.1 (19.7) 6.7
CAMPING WORLD-A C83 TH 3,402.6 (184.4) 378.4
CAMPING WORLD-A C83 QT 3,402.6 (184.4) 378.4
CAMPING WORLD-A CWH US 3,402.6 (184.4) 378.4
CAMPING WORLD-A C83 GR 3,402.6 (184.4) 378.4
CAMPING WORLD-A CWHEUR EU 3,402.6 (184.4) 378.4
CATASYS INC HY1N GZ 22.9 (27.5) 4.4
CDK GLOBAL INC C2G QT 2,964.8 (621.2) 315.2
CDK GLOBAL INC CDK* MM 2,964.8 (621.2) 315.2
CDK GLOBAL INC CDKEUR EU 2,964.8 (621.2) 315.2
CDK GLOBAL INC C2G TH 2,964.8 (621.2) 315.2
CDK GLOBAL INC C2G GR 2,964.8 (621.2) 315.2
CDK GLOBAL INC CDK US 2,964.8 (621.2) 315.2
CEDAR FAIR LP FUN US 2,389.5 (274.2) (84.9)
CHESAPEAKE E-BDR CHKE34 BZ 7,808.0 (3,924.0) (442.0)
CHESAPEAKE ENERG CHKAQ* MM 7,808.0 (3,924.0) (442.0)
CHEWY INC- CL A CHWY US 1,123.4 (396.5) (482.0)
CHOICE HOTELS CZH GR 1,704.0 (43.9) 275.9
CHOICE HOTELS CHH US 1,704.0 (43.9) 275.9
CINCINNATI BELL CBB US 2,599.6 (188.7) (124.9)
CINCINNATI BELL CIB1 GR 2,599.6 (188.7) (124.9)
CINCINNATI BELL CBBEUR EU 2,599.6 (188.7) (124.9)
CITRIX SYS BDR C1TX34 BZ 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTX TH 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTXS US 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTX GR 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTXS AV 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTXS TE 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTX GZ 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTXS* MM 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTXSEUR EU 4,331.2 (218.9) (413.0)
CITRIX SYSTEMS CTX QT 4,331.2 (218.9) (413.0)
CLOVIS ONCOLOGY C6O GR 601.8 (127.0) 179.1
CLOVIS ONCOLOGY CLVS US 601.8 (127.0) 179.1
CLOVIS ONCOLOGY C6O QT 601.8 (127.0) 179.1
CLOVIS ONCOLOGY C6O TH 601.8 (127.0) 179.1
CLOVIS ONCOLOGY CLVSEUR EU 601.8 (127.0) 179.1
COGENT COMMUNICA CCOI US 913.6 (222.2) 366.4
COGENT COMMUNICA OGM1 GR 913.6 (222.2) 366.4
COGENT COMMUNICA CCOIEUR EU 913.6 (222.2) 366.4
COGENT COMMUNICA CCOI* MM 913.6 (222.2) 366.4
COMMUNITY HEALTH CYH US 15,445.0 (1,634.0) 1,195.0
COMMUNITY HEALTH CG5 GR 15,445.0 (1,634.0) 1,195.0
COMMUNITY HEALTH CG5 QT 15,445.0 (1,634.0) 1,195.0
COMMUNITY HEALTH CYH1EUR EU 15,445.0 (1,634.0) 1,195.0
CYTODYN INC CYDY US 38.8 (4.4) (16.4)
CYTODYN INC 296 GZ 38.8 (4.4) (16.4)
CYTODYN INC CYDYEUR EU 38.8 (4.4) (16.4)
CYTODYN INC 296 GR 38.8 (4.4) (16.4)
CYTOKINETICS INC KK3A GR 256.6 (45.7) 205.2
CYTOKINETICS INC KK3A TH 256.6 (45.7) 205.2
CYTOKINETICS INC CYTK US 256.6 (45.7) 205.2
CYTOKINETICS INC KK3A QT 256.6 (45.7) 205.2
CYTOKINETICS INC CYTKEUR EU 256.6 (45.7) 205.2
DELEK LOGISTICS DKL US 946.2 (44.4) (0.0)
DENNY'S CORP DENN US 484.1 (200.5) 5.5
DENNY'S CORP DENNEUR EU 484.1 (200.5) 5.5
DENNY'S CORP DE8 GR 484.1 (200.5) 5.5
DIEBOLD NIXDORF DBD SW 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DBD GR 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DBD US 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DBDEUR EU 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DLD TH 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DLD QT 3,838.8 (710.6) 399.7
DINE BRANDS GLOB DIN US 2,185.5 (236.4) 209.4
DINE BRANDS GLOB IHP GR 2,185.5 (236.4) 209.4
DOMINO'S PIZZA EZV GR 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA DPZ US 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA EZV TH 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA DPZEUR EU 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA EZV GZ 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA DPZ AV 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA DPZ* MM 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA EZV QT 1,581.7 (3,282.9) 467.2
DOMO INC- CL B 1ON GR 197.2 (64.0) 1.1
DOMO INC- CL B 1ON GZ 197.2 (64.0) 1.1
DOMO INC- CL B DOMOEUR EU 197.2 (64.0) 1.1
DOMO INC- CL B 1ON TH 197.2 (64.0) 1.1
DOMO INC- CL B DOMO US 197.2 (64.0) 1.1
DRAFTKINGS INC-A 8DEA TH 309.6 (102.0) (12.8)
DRAFTKINGS INC-A 8DEA QT 309.6 (102.0) (12.8)
DRAFTKINGS INC-A 8DEA GZ 309.6 (102.0) (12.8)
DRAFTKINGS INC-A DKNG US 309.6 (102.0) (12.8)
DRAFTKINGS INC-A 8DEA GR 309.6 (102.0) (12.8)
DRAFTKINGS INC-A DKNG1EUR EU 309.6 (102.0) (12.8)
DRAFTKINGS INC-A DKNG* MM 309.6 (102.0) (12.8)
DUNKIN' BRANDS G 2DB GR 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G 2DB TH 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G DNKN US 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G 2DB QT 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G DNKNEUR EU 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G 2DB GZ 3,877.3 (636.3) 287.2
EMISPHERE TECH EMIS US 5.2 (155.3) (1.4)
ESPERION THERAPE ESPR US 179.6 (50.2) 99.2
ESPERION THERAPE 0ET TH 179.6 (50.2) 99.2
ESPERION THERAPE ESPREUR EU 179.6 (50.2) 99.2
ESPERION THERAPE 0ET QT 179.6 (50.2) 99.2
ESPERION THERAPE 0ET GR 179.6 (50.2) 99.2
FLEXION THERAPEU F02 TH 204.6 (52.3) 145.7
FLEXION THERAPEU F02 QT 204.6 (52.3) 145.7
FLEXION THERAPEU FLXNEUR EU 204.6 (52.3) 145.7
FLEXION THERAPEU FLXN US 204.6 (52.3) 145.7
FLEXION THERAPEU F02 GR 204.6 (52.3) 145.7
FRONTDOOR IN FTDR US 1,291.0 (178.0) 113.0
FRONTDOOR IN 3I5 GR 1,291.0 (178.0) 113.0
FRONTDOOR IN FTDREUR EU 1,291.0 (178.0) 113.0
GLOBAL EAGLE ENT ENT11EUR EU 630.5 (455.9) (840.0)
GLOBALSCAPE INC GSB US 36.6 (32.7) (5.5)
GNC HOLDINGS INC GNCIQ* MM 1,416.0 (191.0) (631.5)
GOGO INC GOGO US 1,191.5 (486.6) 195.1
GOLDEN STAR RES GSR GN 375.5 (30.9) (27.6)
GOLDEN STAR RES GSS US 375.5 (30.9) (27.6)
GOLDEN STAR RES GSC CN 375.5 (30.9) (27.6)
GOOSEHEAD INSU-A 2OX GR 75.9 (30.0) 13.9
GOOSEHEAD INSU-A GSHDEUR EU 75.9 (30.0) 13.9
GOOSEHEAD INSU-A GSHD US 75.9 (30.0) 13.9
GORES HOLDINGS I GHIVU US 427.4 411.8 0.9
GORES HOLDINGS-A GHIV US 427.4 411.8 0.9
GRAFTECH INTERNA EAF US 1,534.2 (680.4) 483.6
GRAFTECH INTERNA G6G GR 1,534.2 (680.4) 483.6
GRAFTECH INTERNA G6G TH 1,534.2 (680.4) 483.6
GRAFTECH INTERNA EAFEUR EU 1,534.2 (680.4) 483.6
GRAFTECH INTERNA G6G QT 1,534.2 (680.4) 483.6
GRAFTECH INTERNA G6G GZ 1,534.2 (680.4) 483.6
GREEN PLAINS PAR GPP US 106.4 (76.6) (138.2)
GREENSKY INC-A GSKY US 938.4 (213.5) 248.0
HANGER INC HNGR US 869.2 (16.0) 163.1
HANGER INC HO8 GR 869.2 (16.0) 163.1
HANGER INC HNGREUR EU 869.2 (16.0) 163.1
HCA HEALTHC-BDR H1CA34 BZ 45,421.0 (703.0) 3,997.0
HCA HEALTHCARE I 2BH TH 45,421.0 (703.0) 3,997.0
HCA HEALTHCARE I HCA US 45,421.0 (703.0) 3,997.0
HCA HEALTHCARE I 2BH GR 45,421.0 (703.0) 3,997.0
HCA HEALTHCARE I HCA* MM 45,421.0 (703.0) 3,997.0
HCA HEALTHCARE I 2BH TE 45,421.0 (703.0) 3,997.0
HCA HEALTHCARE I HCAEUR EU 45,421.0 (703.0) 3,997.0
HERBALIFE NUTRIT HOO GR 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HLF US 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HOO TH 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HOO GZ 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HLFEUR EU 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HOO QT 2,715.3 (388.5) 587.3
HEWLETT-CEDEAR HPQ AR 33,773.0 (743.0) (5,616.0)
HEWLETT-CEDEAR HPQC AR 33,773.0 (743.0) (5,616.0)
HEWLETT-CEDEAR HPQD AR 33,773.0 (743.0) (5,616.0)
HILTON WORLD-BDR H1LT34 BZ 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HI91 SW 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HLT* MM 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HLTW AV 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HLTEUR EU 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HI91 TE 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HLT US 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HI91 GR 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HI91 TH 15,788.0 (904.0) 929.0
HOME DEPOT - BDR HOME34 BZ 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD TE 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDI TH 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDI GR 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD US 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD* MM 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD CI 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD AV 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC 0R1G LN 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDUSD SW 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDI GZ 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD SW 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDEUR EU 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDI QT 58,737.0 (3,490.0) 3,929.0
HOME DEPOT-CED HDD AR 58,737.0 (3,490.0) 3,929.0
HOME DEPOT-CED HD AR 58,737.0 (3,490.0) 3,929.0
HOME DEPOT-CED HDC AR 58,737.0 (3,490.0) 3,929.0
HP COMPANY-BDR HPQB34 BZ 33,773.0 (743.0) (5,616.0)
HP INC HPQ TE 33,773.0 (743.0) (5,616.0)
HP INC HPQ US 33,773.0 (743.0) (5,616.0)
HP INC 7HP TH 33,773.0 (743.0) (5,616.0)
HP INC 7HP GR 33,773.0 (743.0) (5,616.0)
HP INC HPQ CI 33,773.0 (743.0) (5,616.0)
HP INC HPQ* MM 33,773.0 (743.0) (5,616.0)
HP INC HPQUSD SW 33,773.0 (743.0) (5,616.0)
HP INC 7HP GZ 33,773.0 (743.0) (5,616.0)
HP INC HPQEUR EU 33,773.0 (743.0) (5,616.0)
HP INC HPQ AV 33,773.0 (743.0) (5,616.0)
HP INC HPQ SW 33,773.0 (743.0) (5,616.0)
HP INC HWP QT 33,773.0 (743.0) (5,616.0)
HUMANIGEN INC HGEN US 0.4 (16.3) (15.1)
IAA INC IAA US 2,215.5 (103.6) 256.2
IAA INC 3NI GR 2,215.5 (103.6) 256.2
IAA INC IAA-WEUR EU 2,215.5 (103.6) 256.2
IMMUNOGEN INC IMU TH 298.8 (4.1) 185.2
IMMUNOGEN INC IMU GR 298.8 (4.1) 185.2
IMMUNOGEN INC IMU SW 298.8 (4.1) 185.2
IMMUNOGEN INC IMGNEUR EU 298.8 (4.1) 185.2
IMMUNOGEN INC IMGN US 298.8 (4.1) 185.2
IMMUNOGEN INC IMU GZ 298.8 (4.1) 185.2
IMMUNOGEN INC IMGN* MM 298.8 (4.1) 185.2
IMMUNOGEN INC IMU QT 298.8 (4.1) 185.2
IMV INC IMV CN 15.3 (2.4) 4.6
IMV INC IMV US 15.3 (2.4) 4.6
IMV INC 5IV1 GR 15.3 (2.4) 4.6
IMV INC IMV1EUR EU 15.3 (2.4) 4.6
INSPERITY INC ASF GR 1,522.4 (3.3) 190.8
INSPERITY INC NSP US 1,522.4 (3.3) 190.8
INTERCEPT PHARMA ICPT US 662.4 (34.7) 478.2
INTERCEPT PHARMA I4P GR 662.4 (34.7) 478.2
INTERCEPT PHARMA I4P QT 662.4 (34.7) 478.2
INTERCEPT PHARMA ICPT* MM 662.4 (34.7) 478.2
INTERCEPT PHARMA I4P TH 662.4 (34.7) 478.2
IRONWOOD PHARMAC I76 GR 404.0 (71.6) 306.3
IRONWOOD PHARMAC I76 TH 404.0 (71.6) 306.3
IRONWOOD PHARMAC IRWD US 404.0 (71.6) 306.3
IRONWOOD PHARMAC I76 QT 404.0 (71.6) 306.3
IRONWOOD PHARMAC IRWDEUR EU 404.0 (71.6) 306.3
JACK IN THE BOX JBX GR 1,861.3 (876.9) (79.8)
JACK IN THE BOX JACK US 1,861.3 (876.9) (79.8)
JACK IN THE BOX JBX GZ 1,861.3 (876.9) (79.8)
JACK IN THE BOX JBX QT 1,861.3 (876.9) (79.8)
JACK IN THE BOX JACK1EUR EU 1,861.3 (876.9) (79.8)
JOSEMARIA RESOUR JOSES I2 22.3 (36.4) (27.2)
JOSEMARIA RESOUR JOSE SS 22.3 (36.4) (27.2)
JOSEMARIA RESOUR NGQSEK EU 22.3 (36.4) (27.2)
JOSEMARIA RESOUR JOSES EB 22.3 (36.4) (27.2)
JOSEMARIA RESOUR JOSES IX 22.3 (36.4) (27.2)
KONTOOR BRAND KTB US 1,901.8 (18.5) 893.1
KONTOOR BRAND 3KO TH 1,901.8 (18.5) 893.1
KONTOOR BRAND 3KO GR 1,901.8 (18.5) 893.1
KONTOOR BRAND KTBEUR EU 1,901.8 (18.5) 893.1
KONTOOR BRAND 3KO QT 1,901.8 (18.5) 893.1
KONTOOR BRAND 3KO GZ 1,901.8 (18.5) 893.1
L BRANDS INC LTD GR 9,439.0 (1,858.0) 166.0
L BRANDS INC LB US 9,439.0 (1,858.0) 166.0
L BRANDS INC LTD TH 9,439.0 (1,858.0) 166.0
L BRANDS INC LBRA AV 9,439.0 (1,858.0) 166.0
L BRANDS INC LTD QT 9,439.0 (1,858.0) 166.0
L BRANDS INC LBEUR EU 9,439.0 (1,858.0) 166.0
L BRANDS INC LB* MM 9,439.0 (1,858.0) 166.0
L BRANDS INC-BDR LBRN34 BZ 9,439.0 (1,858.0) 166.0
LENNOX INTL INC LXI GR 2,128.4 (318.3) 330.5
LENNOX INTL INC LII US 2,128.4 (318.3) 330.5
LENNOX INTL INC LII* MM 2,128.4 (318.3) 330.5
LENNOX INTL INC LXI TH 2,128.4 (318.3) 330.5
LENNOX INTL INC LII1EUR EU 2,128.4 (318.3) 330.5
LIVEXLIVE MEDIA LIVX US 54.1 (7.1) (30.1)
LIVEXLIVE MEDIA 351 GR 54.1 (7.1) (30.1)
LIVEXLIVE MEDIA LIVXEUR EU 54.1 (7.1) (30.1)
MARRIOTT - BDR M1TT34 BZ 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ GR 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAR US 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ TH 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ SW 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAR AV 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAR TE 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAREUR EU 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ GZ 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ QT 25,549.0 (20.0) (2,467.0)
MASCO CORP MSQ TH 4,840.0 (165.0) 1,241.0
MASCO CORP MSQ GZ 4,840.0 (165.0) 1,241.0
MASCO CORP MAS US 4,840.0 (165.0) 1,241.0
MASCO CORP MSQ GR 4,840.0 (165.0) 1,241.0
MASCO CORP MAS1EUR EU 4,840.0 (165.0) 1,241.0
MASCO CORP MSQ QT 4,840.0 (165.0) 1,241.0
MASCO CORP MAS* MM 4,840.0 (165.0) 1,241.0
MCDONALD'S CORP TCXMCD AU 50,568.0 (9,293.4) 3,569.1
MCDONALDS - BDR MCDC34 BZ 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MDO TH 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD US 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD SW 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MDO GR 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD* MM 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD TE 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD CI 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD AV 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP 0R16 LN 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCDUSD SW 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MDO GZ 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCDEUR EU 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MDO QT 50,568.0 (9,293.4) 3,569.1
MCDONALDS-CEDEAR MCD AR 50,568.0 (9,293.4) 3,569.1
MCDONALDS-CEDEAR MCDC AR 50,568.0 (9,293.4) 3,569.1
MCDONALDS-CEDEAR MCDD AR 50,568.0 (9,293.4) 3,569.1
MICHAELS COS INC MIKEUR EU 4,307.6 (1,515.4) 347.9
MICHAELS COS INC MIK US 4,307.6 (1,515.4) 347.9
MICHAELS COS INC MIM GR 4,307.6 (1,515.4) 347.9
MILESTONE MEDICA MMDPLN EU 0.6 (13.9) (13.9)
MILESTONE MEDICA MMD PW 0.6 (13.9) (13.9)
MONEYGRAM INTERN MGI US 3,895.7 (267.7) (133.6)
MOTOROLA SOL-CED MSI AR 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MOT TE 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MSI US 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MTLA TH 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MTLA GR 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MOSI AV 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MSI1EUR EU 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MTLA GZ 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MTLA QT 10,716.0 (930.0) 602.0
MSCI INC 3HM GR 3,911.8 (354.3) 821.5
MSCI INC MSCI US 3,911.8 (354.3) 821.5
MSCI INC 3HM SW 3,911.8 (354.3) 821.5
MSCI INC 3HM GZ 3,911.8 (354.3) 821.5
MSCI INC 3HM QT 3,911.8 (354.3) 821.5
MSCI INC MSCI* MM 3,911.8 (354.3) 821.5
MSG NETWORKS- A MSGN US 797.6 (612.0) 210.8
MSG NETWORKS- A 1M4 QT 797.6 (612.0) 210.8
MSG NETWORKS- A MSGNEUR EU 797.6 (612.0) 210.8
MSG NETWORKS- A 1M4 TH 797.6 (612.0) 210.8
MSG NETWORKS- A 1M4 GR 797.6 (612.0) 210.8
NANTHEALTH INC NEL TH 261.0 (33.6) 28.2
NANTHEALTH INC NEL GR 261.0 (33.6) 28.2
NANTHEALTH INC NHEUR EU 261.0 (33.6) 28.2
NANTHEALTH INC NH US 261.0 (33.6) 28.2
NATHANS FAMOUS NATH US 105.3 (66.4) 75.2
NATHANS FAMOUS NFA GR 105.3 (66.4) 75.2
NATHANS FAMOUS NATHEUR EU 105.3 (66.4) 75.2
NATIONAL CINEMED NCMI US 1,204.6 (136.3) 247.0
NAVISTAR INTL IHR TH 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL NAVEUR EU 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL NAV US 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL IHR GR 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL IHR QT 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL IHR GZ 6,440.0 (3,856.0) 1,842.0
NESCO HOLDINGS I NSCO US 815.1 (27.5) 62.5
NEW ENG RLTY-LP NEN US 294.7 (38.0) -
NOVAVAX INC NVV1 TH 328.1 (24.0) 236.3
NOVAVAX INC NVAX* MM 328.1 (24.0) 236.3
NOVAVAX INC NVV1 SW 328.1 (24.0) 236.3
NOVAVAX INC NVV1 GZ 328.1 (24.0) 236.3
NOVAVAX INC NVAXEUR EU 328.1 (24.0) 236.3
NOVAVAX INC NVV1 GR 328.1 (24.0) 236.3
NOVAVAX INC NVAX US 328.1 (24.0) 236.3
NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5)
NUTANIX INC - A 0NU GZ 1,773.3 (184.0) 381.8
NUTANIX INC - A 0NU GR 1,773.3 (184.0) 381.8
NUTANIX INC - A NTNXEUR EU 1,773.3 (184.0) 381.8
NUTANIX INC - A 0NU TH 1,773.3 (184.0) 381.8
NUTANIX INC - A 0NU QT 1,773.3 (184.0) 381.8
NUTANIX INC - A NTNX US 1,773.3 (184.0) 381.8
OCULAR THERAPEUT 0OT GZ 72.9 (10.7) 44.0
OCULAR THERAPEUT 0OT TH 72.9 (10.7) 44.0
OCULAR THERAPEUT OCULEUR EU 72.9 (10.7) 44.0
OCULAR THERAPEUT 0OT GR 72.9 (10.7) 44.0
OCULAR THERAPEUT OCUL US 72.9 (10.7) 44.0
OMEROS CORP OMER US 118.2 (131.9) 27.7
OMEROS CORP 3O8 GR 118.2 (131.9) 27.7
OMEROS CORP 3O8 QT 118.2 (131.9) 27.7
OMEROS CORP 3O8 TH 118.2 (131.9) 27.7
OMEROS CORP OMEREUR EU 118.2 (131.9) 27.7
OMNIA WELLNESS I OMWS US - (0.0) (0.0)
ONTRAK INC OTRK US 22.9 (27.5) 4.4
ONTRAK INC HY1N GR 22.9 (27.5) 4.4
ONTRAK INC CATSEUR EU 22.9 (27.5) 4.4
OPEN LENDING C-A LPRO US 115.2 (56.6) -
OPTIVA INC OPT CN 95.7 (34.8) 9.3
OTIS WORLDWI OTIS US 9,524.0 (4,189.0) 159.0
OTIS WORLDWI 4PG GR 9,524.0 (4,189.0) 159.0
OTIS WORLDWI 4PG GZ 9,524.0 (4,189.0) 159.0
OTIS WORLDWI OTISEUR EU 9,524.0 (4,189.0) 159.0
OTIS WORLDWI OTIS* MM 9,524.0 (4,189.0) 159.0
OTIS WORLDWI 4PG TH 9,524.0 (4,189.0) 159.0
OTIS WORLDWI 4PG QT 9,524.0 (4,189.0) 159.0
PAPA JOHN'S INTL PZZA US 718.3 (68.4) (30.5)
PAPA JOHN'S INTL PP1 GR 718.3 (68.4) (30.5)
PAPA JOHN'S INTL PZZAEUR EU 718.3 (68.4) (30.5)
PAPA JOHN'S INTL PP1 GZ 718.3 (68.4) (30.5)
PARATEK PHARMACE PRTK US 233.7 (55.2) 183.9
PARATEK PHARMACE N4CN GR 233.7 (55.2) 183.9
PARATEK PHARMACE N4CN TH 233.7 (55.2) 183.9
PHILIP MORRI-BDR PHMO34 BZ 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN 4I1 GR 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PM US 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PM1CHF EU 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN 4I1 TH 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PM1 TE 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PM1EUR EU 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PMI SW 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN 0M8V LN 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PMOR AV 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN 4I1 GZ 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PM* MM 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PMIZ IX 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN PMIZ EB 37,494.0 (11,063.0) 277.0
PHILIP MORRIS IN 4I1 QT 37,494.0 (11,063.0) 277.0
PLANET FITNESS-A PLNT1EUR EU 1,875.6 (692.2) 484.3
PLANET FITNESS-A 3PL QT 1,875.6 (692.2) 484.3
PLANET FITNESS-A PLNT US 1,875.6 (692.2) 484.3
PLANET FITNESS-A 3PL TH 1,875.6 (692.2) 484.3
PLANET FITNESS-A 3PL GR 1,875.6 (692.2) 484.3
PLANTRONICS INC PLT US 2,257.2 (82.8) 209.2
PLANTRONICS INC PTM GR 2,257.2 (82.8) 209.2
PLANTRONICS INC PTM GZ 2,257.2 (82.8) 209.2
PLANTRONICS INC PLTEUR EU 2,257.2 (82.8) 209.2
PPD INC PPD US 5,814.8 (1,047.2) 212.3
PROGENITY INC 4ZU GR 111.0 (84.8) 9.5
PROGENITY INC 4ZU TH 111.0 (84.8) 9.5
PROGENITY INC 4ZU QT 111.0 (84.8) 9.5
PROGENITY INC PROGEUR EU 111.0 (84.8) 9.5
PROGENITY INC 4ZU GZ 111.0 (84.8) 9.5
PROGENITY INC PROG US 111.0 (84.8) 9.5
PSOMAGEN INC-KDR 950200 KS - - -
PYROGENESIS CANA PYR CN 10.8 (7.2) (11.2)
PYROGENESIS CANA PYRNF US 10.8 (7.2) (11.2)
QUANTUM CORP QMCO US 166.0 (198.5) (22.4)
RADIUS HEALTH IN RDUS US 201.6 (74.2) 124.6
RADIUS HEALTH IN 1R8 TH 201.6 (74.2) 124.6
RADIUS HEALTH IN 1R8 QT 201.6 (74.2) 124.6
RADIUS HEALTH IN RDUSEUR EU 201.6 (74.2) 124.6
RADIUS HEALTH IN 1R8 GR 201.6 (74.2) 124.6
REC SILICON ASA REC EU 280.6 (9.8) (2.7)
REC SILICON ASA RECO IX 280.6 (9.8) (2.7)
REC SILICON ASA REC SS 280.6 (9.8) (2.7)
REC SILICON ASA RECO TQ 280.6 (9.8) (2.7)
REC SILICON ASA RECO EB 280.6 (9.8) (2.7)
REC SILICON ASA REC NO 280.6 (9.8) (2.7)
REC SILICON ASA RECO I2 280.6 (9.8) (2.7)
REC SILICON ASA RECO QX 280.6 (9.8) (2.7)
REC SILICON ASA RECO B3 280.6 (9.8) (2.7)
REVLON INC-A RVL1 GR 2,779.6 (1,435.8) (447.5)
REVLON INC-A RVL1 SW 2,779.6 (1,435.8) (447.5)
REVLON INC-A REV US 2,779.6 (1,435.8) (447.5)
REVLON INC-A RVL1 TH 2,779.6 (1,435.8) (447.5)
REVLON INC-A REVEUR EU 2,779.6 (1,435.8) (447.5)
REVLON INC-A REV* MM 2,779.6 (1,435.8) (447.5)
RIMINI STREET IN RMNI US 201.3 (91.6) (89.0)
ROSETTA STONE IN RST US 182.6 (19.0) (70.2)
ROSETTA STONE IN RS8 TH 182.6 (19.0) (70.2)
ROSETTA STONE IN RS8 GR 182.6 (19.0) (70.2)
ROSETTA STONE IN RST1EUR EU 182.6 (19.0) (70.2)
SALLY BEAUTY HOL S7V GR 2,921.2 (53.2) 533.2
SALLY BEAUTY HOL SBH US 2,921.2 (53.2) 533.2
SALLY BEAUTY HOL SBHEUR EU 2,921.2 (53.2) 533.2
SBA COMM CORP SBJ TH 9,359.5 (4,302.8) (624.5)
SBA COMM CORP 4SB GZ 9,359.5 (4,302.8) (624.5)
SBA COMM CORP 4SB GR 9,359.5 (4,302.8) (624.5)
SBA COMM CORP SBAC US 9,359.5 (4,302.8) (624.5)
SBA COMM CORP SBAC* MM 9,359.5 (4,302.8) (624.5)
SBA COMM CORP 4SB QT 9,359.5 (4,302.8) (624.5)
SBA COMM CORP SBACEUR EU 9,359.5 (4,302.8) (624.5)
SBA COMMUN - BDR S1BA34 BZ 9,359.5 (4,302.8) (624.5)
SCIENTIFIC GAMES TJW GZ 7,458.0 (2,358.0) 761.0
SCIENTIFIC GAMES SGMS US 7,458.0 (2,358.0) 761.0
SCIENTIFIC GAMES TJW GR 7,458.0 (2,358.0) 761.0
SCIENTIFIC GAMES TJW TH 7,458.0 (2,358.0) 761.0
SEALED AIR CORP SEE US 5,671.0 (181.9) 192.4
SEALED AIR CORP SDA GR 5,671.0 (181.9) 192.4
SEALED AIR CORP SEE1EUR EU 5,671.0 (181.9) 192.4
SEALED AIR CORP SDA TH 5,671.0 (181.9) 192.4
SEALED AIR CORP SDA QT 5,671.0 (181.9) 192.4
SERES THERAPEUTI MCRB1EUR EU 110.6 (61.6) 36.4
SERES THERAPEUTI MCRB US 110.6 (61.6) 36.4
SERES THERAPEUTI 1S9 GR 110.6 (61.6) 36.4
SHELL MIDSTREAM SHLX US 1,988.0 (774.0) 311.0
SHIFT4 PAYMENT-A FOUR US 840.8 (140.6) -
SIRIUS XM HOLDIN RDO GR 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN RDO TH 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN SIRI US 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN SIRI AV 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN RDO GZ 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN SIRI SW 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN RDO QT 10,935.0 (747.0) (2,219.0)
SIX FLAGS ENTERT 6FE GR 2,720.5 (323.6) (168.7)
SIX FLAGS ENTERT SIXEUR EU 2,720.5 (323.6) (168.7)
SIX FLAGS ENTERT 6FE QT 2,720.5 (323.6) (168.7)
SIX FLAGS ENTERT 6FE TH 2,720.5 (323.6) (168.7)
SIX FLAGS ENTERT SIX US 2,720.5 (323.6) (168.7)
SLEEP NUMBER COR SL2 GR 768.8 (163.0) (420.8)
SLEEP NUMBER COR SNBR US 768.8 (163.0) (420.8)
SLEEP NUMBER COR SNBREUR EU 768.8 (163.0) (420.8)
SOCIAL CAPITAL IPOC/U US 0.7 0.0 (0.6)
SOCIAL CAPITAL IPOB/U US 0.5 0.0 (0.3)
SOCIAL CAPITAL-A IPOC US 0.7 0.0 (0.6)
SOCIAL CAPITAL-A IPOB US 0.5 0.0 (0.3)
SONA NANOTECH IN SNANF US 1.8 (1.4) (1.6)
SONA NANOTECH IN SONA CN 1.8 (1.4) (1.6)
STARBUCKS CORP SBUX* MM 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SRB GR 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SRB TH 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX CI 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX AV 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX TE 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUXEUR EU 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX IM 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP USSBUX KZ 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP 0QZH LI 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUXUSD SW 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SRB GZ 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX PE 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX US 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX SW 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SRB QT 27,478.9 (7,532.9) (2,515.9)
STARBUCKS-BDR SBUB34 BZ 27,478.9 (7,532.9) (2,515.9)
STARBUCKS-CEDEAR SBUX AR 27,478.9 (7,532.9) (2,515.9)
STARBUCKS-CEDEAR SBUXD AR 27,478.9 (7,532.9) (2,515.9)
TAILORED BRANDS TLRD* MM 2,419.0 (98.3) 206.4
TAUBMAN CENTERS TU8 GR 4,727.0 (241.7) -
TAUBMAN CENTERS TCO US 4,727.0 (241.7) -
TAUBMAN CENTERS TCO2EUR EU 4,727.0 (241.7) -
TG THERAPEUTICS TGTX US 101.8 (1.4) 24.9
TG THERAPEUTICS NKB2 TH 101.8 (1.4) 24.9
TG THERAPEUTICS NKB2 QT 101.8 (1.4) 24.9
TG THERAPEUTICS NKB2 GR 101.8 (1.4) 24.9
TRANSDIGM - BDR T1DG34 BZ 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP TDG US 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP T7D GR 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP TDG* MM 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP T7D TH 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP T7D QT 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP TDGEUR EU 16,635.0 (4,205.0) 3,544.0
TRIUMPH GROUP TG7 GR 2,980.3 (781.3) 573.9
TRIUMPH GROUP TGI US 2,980.3 (781.3) 573.9
TRIUMPH GROUP TG7 TH 2,980.3 (781.3) 573.9
TRIUMPH GROUP TGIEUR EU 2,980.3 (781.3) 573.9
TUPPERWARE BRAND TUP US 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP GR 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP SW 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP TH 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP1EUR EU 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP GZ 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP QT 1,295.2 (364.0) (192.3)
UBIQUITI INC UI US 620.6 (356.0) 305.0
UBIQUITI INC 3UB GR 620.6 (356.0) 305.0
UBIQUITI INC 3UB GZ 620.6 (356.0) 305.0
UBIQUITI INC UBNTEUR EU 620.6 (356.0) 305.0
UNISYS CORP UISEUR EU 2,971.6 (209.4) 572.4
UNISYS CORP UISCHF EU 2,971.6 (209.4) 572.4
UNISYS CORP USY1 TH 2,971.6 (209.4) 572.4
UNISYS CORP USY1 GR 2,971.6 (209.4) 572.4
UNISYS CORP UIS US 2,971.6 (209.4) 572.4
UNISYS CORP UIS1 SW 2,971.6 (209.4) 572.4
UNISYS CORP USY1 QT 2,971.6 (209.4) 572.4
UNISYS CORP USY1 GZ 2,971.6 (209.4) 572.4
UNITI GROUP INC 8XC TH 5,014.1 (1,595.5) -
UNITI GROUP INC 8XC GR 5,014.1 (1,595.5) -
UNITI GROUP INC UNIT US 5,014.1 (1,595.5) -
VALVOLINE INC 0V4 TH 2,917.0 (237.0) 983.0
VALVOLINE INC VVVEUR EU 2,917.0 (237.0) 983.0
VALVOLINE INC 0V4 GR 2,917.0 (237.0) 983.0
VALVOLINE INC 0V4 QT 2,917.0 (237.0) 983.0
VALVOLINE INC VVV US 2,917.0 (237.0) 983.0
VECTOR GROUP LTD VGR US 1,494.8 (719.0) 238.5
VECTOR GROUP LTD VGR GR 1,494.8 (719.0) 238.5
VECTOR GROUP LTD VGREUR EU 1,494.8 (719.0) 238.5
VECTOR GROUP LTD VGR TH 1,494.8 (719.0) 238.5
VECTOR GROUP LTD VGR QT 1,494.8 (719.0) 238.5
VERISIGN INC VRS TH 1,753.9 (1,409.1) 229.8
VERISIGN INC VRS GR 1,753.9 (1,409.1) 229.8
VERISIGN INC VRSN US 1,753.9 (1,409.1) 229.8
VERISIGN INC VRSN* MM 1,753.9 (1,409.1) 229.8
VERISIGN INC VRS GZ 1,753.9 (1,409.1) 229.8
VERISIGN INC VRSNEUR EU 1,753.9 (1,409.1) 229.8
VERISIGN INC VRS QT 1,753.9 (1,409.1) 229.8
VERISIGN INC-BDR VRSN34 BZ 1,753.9 (1,409.1) 229.8
VERISIGN-CEDEAR VRSN AR 1,753.9 (1,409.1) 229.8
VIVINT SMART HOM VVNT US 2,670.4 (1,439.3) (275.6)
WARNER MUSIC-A WMG US 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WA4 GR 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WA4 GZ 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WMGEUR EU 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WMG AV 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WA4 TH 6,124.0 (285.0) (1,149.0)
WATERS CORP WAZ TH 2,666.5 (338.0) 776.7
WATERS CORP WAT US 2,666.5 (338.0) 776.7
WATERS CORP WAZ GR 2,666.5 (338.0) 776.7
WATERS CORP WAT* MM 2,666.5 (338.0) 776.7
WATERS CORP WATEUR EU 2,666.5 (338.0) 776.7
WATERS CORP WAZ QT 2,666.5 (338.0) 776.7
WAYFAIR INC- A W US 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A W* MM 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A 1WF GZ 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A 1WF QT 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A 1WF GR 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A 1WF TH 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A WEUR EU 2,751.4 (1,171.4) (215.7)
WESTERN UNION W3U GR 8,365.4 (149.7) (435.3)
WESTERN UNION WU US 8,365.4 (149.7) (435.3)
WESTERN UNION W3U TH 8,365.4 (149.7) (435.3)
WESTERN UNION WU* MM 8,365.4 (149.7) (435.3)
WESTERN UNION WUEUR EU 8,365.4 (149.7) (435.3)
WESTERN UNION W3U GZ 8,365.4 (149.7) (435.3)
WESTERN UNION W3U QT 8,365.4 (149.7) (435.3)
WIDEOPENWEST INC WU5 GR 2,494.7 (246.8) (90.6)
WIDEOPENWEST INC WU5 QT 2,494.7 (246.8) (90.6)
WIDEOPENWEST INC WOW1EUR EU 2,494.7 (246.8) (90.6)
WIDEOPENWEST INC WOW US 2,494.7 (246.8) (90.6)
WINGSTOP INC WING1EUR EU 188.5 (202.9) 7.6
WINGSTOP INC WING US 188.5 (202.9) 7.6
WINGSTOP INC EWG GR 188.5 (202.9) 7.6
WINMARK CORP WINA US 31.6 (18.6) 0.5
WINMARK CORP GBZ GR 31.6 (18.6) 0.5
WORKHORSE GROUP WKHSEUR EU 44.2 (22.0) (15.0)
WORKHORSE GROUP 1WO TH 44.2 (22.0) (15.0)
WORKHORSE GROUP 1WO GZ 44.2 (22.0) (15.0)
WORKHORSE GROUP 1WO GR 44.2 (22.0) (15.0)
WORKHORSE GROUP WKHS US 44.2 (22.0) (15.0)
WW INTERNATIONAL WW US 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WW6 GR 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WW6 GZ 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WTW AV 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WTWEUR EU 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WW6 QT 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WW6 TH 1,633.7 (700.8) (127.6)
WYNDHAM DESTINAT WD5 TH 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WD5 SW 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WD5 GR 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WYND US 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WD5 QT 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WYNEUR EU 7,776.0 (891.0) 4,030.0
YUM! BRANDS -BDR YUMR34 BZ 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR TH 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR GR 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUM* MM 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUMUSD SW 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR GZ 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUM US 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUM AV 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR TE 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUMEUR EU 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR QT 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUM SW 6,085.0 (8,229.0) 491.0
*********
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.
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