/raid1/www/Hosts/bankrupt/TCR_Public/200722.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, July 22, 2020, Vol. 24, No. 203
Headlines
2724 OCEAN BLVD: Case Summary & 2 Unsecured Creditors
41-23 HAIGHT STREET: U.S. Trustee Appoints Creditors' Committee
450 S. WESTERN: Ye Teahouse Appointed as New Committee Member
7701 SW 120TH: U.S. Trustee Unable to Appoint Committee
ACADIAN CYPRESS: Riviera Buying Chipley Property for $745K
AFFINITY GAMING: S&P Cuts ICR to 'CCC+' on Elevated Liquidity Risk
AFFORDABLE TOWING: Selling 3 Eastern Funding Secured Vehicles
AKORN INC: Selling 100% Interest in AIPL to Biological for $100M
AMBERSON NATURAL: Case Summary & 8 Unsecured Creditors
AMERICAN BLUE: Proposes Private Sale of Assets to Walker-DSC
APC AUTOMOTIVE: Seeks to Hire Dentons Bingham as Special Counsel
APPLETON EXCHANGE: Selling Holyoke Property to East Side for $540K
ARCHDIOCESE OF NEW ORLEANS: Committee Taps BRG as Financial Advisor
ARCHDIOCESE OF NEW ORLEANS: Gainsburgh Represents Two Plaintiffs
ASPEN LANDSCAPING: Reports $1.1MM Cash as of June 30
BEAR CREEK: Voluntary Chapter 11 Case Summary
BILLINGS LODGE: Gets Approval to Hire Paigeville as Accountant
BRIGGS & STRATTON: Case Summary & 30 Largest Unsecured Creditors
BRIGGS & STRATTON: Moody's Cuts PDR to D-PD on Bankruptcy Filing
BRIGGS & STRATTON: S&P Downgrades ICR to 'D' on Bankruptcy Filing
BRUIN E&P: Moody's Cuts PDR to D-PD on Bankruptcy Filing
BRUIN E&P: S&P Downgrades ICR to 'D' After Bankruptcy Filing
BURNINDAYLIGHT LLC: Taps Better Properties as Broker
CEC ENTERTAINMENT: Akin Gump Represents Term Lender Group
CFS BRANDS: Moody's Cuts CFR to Caa1 & Sr. Secured Rating to B3
CHENIERE ENERGY: S&P Alters Outlook to Negative, Affirms 'BB' ICR
COLUMBUS OIL: Voluntary Chapter 11 Case Summary
COOL HOLDINGS: Kaufman Rossin & Co. Raises Going Concern Doubt
COUNTERPATH CORPORATION: Posts $1.1-Mil. Net Loss in Fiscal 2020
COVIA HOLDINGS: Paul Weiss, Porter Represent Term Lender Group
COVIA HOLDINGS: U.S. Trustee Appoints Creditors' Committee
DASHCO INC: First Amended Plan Filed
ECNOMPASS HEALTH: Moody's Affirms Ba3 CFR, Outlook Stable
EMPIRE RESORTS: S&P Assigns 'B+' Long-Term ICR; Outlook Stable
EMT EXPEDITED: Seeks to Hire Kenneth R. Jones as Legal Counsel
EXTRACTECH LLC: Seeks to Hire Bruce Law Group as Litigation Counsel
FEATHERSTONE DISTRIBUTION: Case Summary & 20 Unsecured Creditors
FELIX AVENUE NY: Voluntary Chapter 11 Case Summary
FIRST CHOICE: Gets Approval to Hire Akerman as Legal Counsel
FRESH MARKET: Moody's Hikes CFR & Senior Secured Rating to Caa1
G&S MARBLE: Proposes Stampler Auction of Personal Property
GA PAVING: Proposes Auction of 39 Equipment
GNC HOLDINGS: Morris, Milbank Represent Crossover Lenders
GO WIRELESS: Moody's Confirms B2 CFR, Outlook Negative
GREATER APOSTOLIC: Pogo Buying 3 San Diego Parcels for $3.25M
GROWLIFE INC: Has $1.3M Net Loss for the Quarter Ended March 31
HALO BUYER: Moody's Alters Outlook on B3 CFR to Negative
HALS REALTY: Chapter 11 Trustee Taps KapilaMukamal as Accountant
HUDSON TECHNOLOGIES: Names Coleman as Chairman, President and CEO
ILLINOIS SPORTS: S&P Lowers Bond Rating to 'BB+'; Outlook Negative
INCEPTION MINING: Capital Deficit Casts Going Concern Doubt
IRI HOLDINGS: S&P Rates Proposed 80MM Add-On 'B-'
ISTAR INC: Fitch Alters Outlook on 'BB-' LT IDR to Positive
J & R VALLEY: U.S. Trustee Unable to Appoint Committee
JADE INVESTMENTS: Withdraws Proposed Sale of Beckley Property
JENNIE STUART: S&P Alters Outlook to Stable, Affirms BB+ Rating
JIM'S DISPOSAL: River Bend Offers $4.6 Million for Assets
JOSEPH A. BRENNICK: Proposes to Auction Seven Real Properties
KRISJENN RANCH: U.S. Trustee Unable to Appoint Committee
KURT K. KROLL: Ainsworths Buying Wayzata Homestead for $250K
LADDER CAPITAL: Fitch Affirms BB+ LongTerm IDRs, Outlook Neg.
LAKELAND TOURS: Case Summary & 50 Largest Unsecured Creditors
MAIN CONSTRUCTION: Hires Kingman Premier as Real Estate Broker
MAIN CONSTRUCTION: Paris Interest in Kingman Property for $390K
MAJESTIC HILLS: Creditors' Committee Taps Leech Tishman as Counsel
MASTEC INC: Moody's Rates New $400MM Senior Unsecured Notes 'Ba3'
MASTEC INC: S&P Rates Senior Unsecured Notes 'BB'
MICHAEL F. RUPPE: Selling 3 Wharton Properties for $1.2 Million
MID-ATLANTIC SYSTEMS: Voluntary Chapter 11 Case Summary
NOBLE CORP: S&P Downgrades ICR to 'D' on Missed Interest Payment
NPC INTERNATIONAL: Morgan, et al. Represent Class Claimants
OPTISCAN BIOMEDICAL: U.S. Trustee Unable to Appoint Committee
OVERLAND PARK: S&P Lowers Rating on 2019 Revenue Bonds to 'BB+'
PARKINSON SEED: Plan Admin Proposes Auction of St. Anthony Assets
PATRIOT WELL: Case Summary & 20 Largest Unsecured Creditors
POWDR CORP: Moody's Assigns B2 CFR, Outlook Negative
QUINTELA GROUP: Seeks to Hire Schwartz Associates as Accountant
RAYNOR SHINE: Selling Seven Vehicles for $72.6K
REGALIA UNITS: U.S. Trustee Unable to Appoint Committee
RENAISSANCE HEALTH: Golden Developing Buying All Assets $131K
REWALK ROBOTICS: Needs More Financing to Remain as a Going Concern
RYAN SPECIALTY: S&P Assigns 'B' ICR; Outlook Stable
S&S CRAFTSMEN: Banyan Capital Buying Substantially All Assets
SABLE PERMIAN: U.S. Trustee Appoints Creditors' Committee
SEASPRAY RESORT: Case Summary & 12 Unsecured Creditors
SOUTHERN INYO: Patient Care Ombudsman's Report Filed
TMX FINANCE: S&P Affirms 'B-' ICR on Planned Tender Offer
TOSCA SERVICES: S&P Affirms 'B' ICR on Contraload Acquisition
TRIVASCULAR SALES: U.S. Trustee Appoints Creditors' Committee
USA DRILLING: Casey Creek Buying Cumberland Property for $116K
USA DRILLING: Judds Buying Cumberland Property for $25K
W.P. MURPHY: Paying BBT $145K to Satisfy Secured Claim
WYNDHAM DESTINATIONS: Moody's Rates Planned Sec. Notes 'Ba3'
ZPOWER TEXAS: Ross & Smith Represents MTT Capital, 4 Others
*********
2724 OCEAN BLVD: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: 2724 Ocean Blvd, LLC
2724 Ocean Boulevard
Corona Del Mar, CA 92625
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-12027
Judge: Hon. Mark S. Wallace
Debtor's Counsel: Jeffrey I. Golden, Esq.
WEILAND GOLDEN GOODRICH LLP
650 Town Center Drive
Suite 600
Costa Mesa, CA 92626
Tel: (714) 966-1000
E-mail: jgolden@wgllp.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Stephen Perkins, Brianna's Properties,
LLC, managing member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://is.gd/eFkvUl
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. JE Custome Designs Construction $158,000
E&J General Builders Vendor
12003 Alondra Blvd.
Norwalk, CA 90650
Tel: (323) 494-8795
2. La Rocque Better Roofs, Inc. Construction $36,406
9077 Arrow Route #100 Vendor
Rancho Cucamonga, CA 91730
Tel: (909) 476-2699
41-23 HAIGHT STREET: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee for Region 2 on July 17, 2020, appointed a
committee to represent unsecured creditors in the Chapter 11 case
of 41-23 Haight Street Realty, Inc.
The committee members are:
1. Wei Zhu
10 Henry Lane
Hilton Head Island, South Carolina 29928
Tel: (843) 422-2509
2. Matthew Krepil
62 Westchester Drive
Rocky Point, New York 11778
Tel: (631) 987-6581
3. LDWS LLC
45-15 215th Street
Bayside, New York 11361
Tel: (214) 837-9648
Attn: Wendy Win Qin Lu
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About 41-23 Haight Street Realty
41-23 Haight Street Realty, Inc. is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B).
On June 4, 2019, an involuntary Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 19-43441) was filed against 41-23 Haight Street
Realty, Inc. by petitioning creditors, Wen Mei Wang, Xian Kang
Zhang, and Yu Qing Wang.
Judge Nancy Hershey Lord oversees the case.
Victor Tsai, Esq., is the Debtor's legal counsel.
On Aug. 12, 2019, the court appointed Gregory Messer as Chapter 11
trustee for the Debtor's estate. The Trustee is represented by
LaMonica Herbst & Maniscalco, LLP.
450 S. WESTERN: Ye Teahouse Appointed as New Committee Member
-------------------------------------------------------------
The Office of the U.S. Trustee on July 17, 2020, appointed Ye
Teahouse as new member of the official committee of unsecured
creditors in the Chapter 11 case of 450 S. Western LLC.
Dadream, Inc., which was appointed on Feb. 4, is no longer a
committee member.
As of July 17, the committee members are:
(1) One Stop Financial Consulting, Inc.
c/o John P. Lee, Esq.
3435 Wilshire Blvd., Suite 2050
Los Angeles, CA 90010
Phone: (213) 380-9200
Email: jlee@kspllaw.com
(2) Square Mixx LA, Inc.
c/o Dan Lee
725 S. Figueroa St., Suite 3065
Los Angeles, CA 90017
Phone: (213) 289-2260
Email: dlee@metallawgroup.com
(3) Ye Teahouse
450 S. Western Ave #315
Los Angeles, CA 90020
Telephone: (213) 276-7277
Email: warrenwkim@gmail.com
About 450 S. Western
450 S. Western, LLC, is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
450 S. Western sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 20-10264) on Jan. 10, 2020. At the
time of the filing, Debtor disclosed assets of between $50 million
and $100 million and liabilities of the same range. Judge Ernest
M. Robles oversees the case.
Debtor has tapped Arent Fox, LLP as legal counsel; the Law Offices
of Daniel M. Shapiro, as special litigation counsel; and Wilshire
Partners of CA, LLC as financial advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in the Debtor's case on Feb. 4, 2020. The committee is
represented by Lewis Brisbois Bisgaard & Smith, LLP.
7701 SW 120TH: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
7701 SW 120th Street LLC, according to court dockets.
About 7701 SW 120th Street
7701 SW 120th Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 20-16512) on June 15, 2020, disclosing
under $1 million in both assets and liabilities. Judge A. Jay
Cristol oversees the case. The Debtor is represented by Van Horn
Law Group, P.A.
ACADIAN CYPRESS: Riviera Buying Chipley Property for $745K
----------------------------------------------------------
Acadian Cypress & Hardwoods, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana to authorize the sale of the
real property located at 824 Mary Helen Drive, Chipley, Florida,
described in the Commercial Contract, to Riviera Industrial - CHP,
LLC for $745,000, subject to overbid.
The Debtor will allow Home Bank to credit bid. Any credit bid
submitted by Home Bank must be submitted three days prior to the
hearing on the Motion and exceed by $25,000 the purchase price set
forth in the Contract.
The Debtor asks that the Property be sold free and clear of all
liens, claims, and encumbrances and other interests, with the
proceeds net of closing costs and taxes paid to Home Bank.
The proposed sale of the Property is fair and reasonable and is the
result of arm's-length negotiations between the parties. The
agreement represents the best offer received to date by the Debtor.
Accordingly, it asks entry of an order (i) authorizing it to sell
the Property to the Buyer, free and clear of all liens, claims,
encumbrances and other interests, and (ii) authorizing payment at
closing of the net proceeds of such sale (sale price less closing
costs and taxes) to Home Bank.
Finally, the Debtor asks a waiver of the stay that otherwise would
be applicable to the order approving the proposed sale of Property
pursuant to Bankruptcy Rules 6004(h).
A copy of the Contract is available at https://tinyurl.com/y9jjnwrv
from PacerMonitor.com free of charge.
About Acadian Cypress
Acadian Cypress & Hardwoods, Inc., --
http://www.acadianhardwoods.net/-- manufactures lumber, plywood,
siding, shingles, flooring, fencing, and molding profiles. It
sought Chapter 11 protection (Bankr. E.D. La. Case No. 19-12205)
on
April 15, 2019. In the petition signed by Frank Vallot,
president,
the Debtor was estimated to have assets and liabilities at $1
million to $10 million. Judge Jerry A. Brown is the case judge.
Heller, Draper, Patrick, Horn & Manthey, LLC is the Debtor's
counsel.
AFFINITY GAMING: S&P Cuts ICR to 'CCC+' on Elevated Liquidity Risk
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S. gaming
operator Affinity Gaming one notch to 'CCC+' from 'B-'. The outlook
is developing.
At the same time, S&P is lowering its issue-level rating on the
company's first-lien debt to 'B-' from 'B' and on its second-lien
term loan to 'CCC-' from 'CCC'. S&P also removed all ratings from
CreditWatch, where it had placed them with negative implications on
March 20, 2020.
The downgrade reflects heightened liquidity risk over the next 12
months if Affinity is unable to refinance or extend the maturity of
its revolver. S&P believes Affinity Gaming faces heightened
liquidity risk over the next 12 months if the company is unable to
refinance or extend the July 2021 maturity of its $75 million
revolver.
"It is our understanding the company fully drew the remaining
availability on the revolver after the end of the first quarter
while its casinos were closed," S&P said.
Based on its forecast for Affinity's recovery through the end of
2020 and the first half of 2021, S&P believes Affinity may have
sufficient liquidity to repay the revolver balance at maturity.
However, S&P believes repaying the revolver would drain excess cash
balances and result in continued heightened liquidity risk,
particularly if the company were required to close its properties
and absorb a cash burn again because of increasing cases of the
virus in its markets.
S&P believes Affinity will experience a significant decline in cash
flow and a deterioration in its adjusted credit measures in 2020 as
a result of the temporary closure of its properties due to the
pandemic. Further, S&P does not believe EBITDA will return to
pre-COVID-19 levels in 2021 since it expects properties will
continue to maintain social distancing measures that may limit
customer traffic, particularly during peak hours, and since the
rating agency believes customers may have lingering fears around
being in enclosed public spaces, especially if virus cases are
rising in the region. Further, S&P believes demand may remain soft
into 2021 given its forecast for U.S. unemployment to remain
elevated through 2021 and the possibility that expanded
unemployment benefits may not be extended, which the rating agency
believes may translate into lower customer visitation and/or
spending per visit. Although S&P believes Affinity, like other
gaming operators, is taking a measured approach to increasing labor
and marketing expenses as its properties recover, the rating agency
believes the company will likely face challenges managing its
expense base over the coming quarters due to uncertain and
potentially volatile demand.
S&P acknowledges a high degree of uncertainty around the recovery
path for Affinity, particularly as various states may relax and
re-implement social distancing and other restrictions. S&P's
preliminary forecast for 2021 contemplates revenue and EBITDA to be
down in the low- to mid-single-digit percent area, relative to
2019. S&P's forecast is pro forma to exclude from 2019 assumed
revenue and EBITDA related to the Colorado assets that Affinity
sold in January 2020 and incorporates the rating agency's view that
2019's operating performance was impaired by flooding at some of
its Midwest properties.
"We believe there is a heightened risk lenders may not provide
covenant relief or that covenant relief could be costly," S&P
said.
We believe the near-term revolver maturity, if it's not addressed
at the same time, may make it more challenging for Affinity to
obtain longer-term financial maintenance covenant relief from its
lenders on favorable terms and could lead Affinity to engage in
some form of debt restructuring. Nevertheless, given the
unprecedented cause of the EBITDA decline and anticipated covenant
breach, we believe lenders may provide some temporary covenant
relief over the next few quarters," the rating agency said.
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety factors
The developing outlook reflects the equal probability that S&P
could lower or raise the rating, depending on whether or not
Affinity can successfully refinance or extend the July 2021
maturity of its revolver and obtain covenant relief under its
credit agreement, as well as how its casinos are recovering
following closures earlier this year.
"We could lower ratings further if Affinity were not able to obtain
covenant relief or extend the maturity of its revolver, since we
believe this would increase the likelihood that Affinity could
pursue some form of debt restructuring," S&P said.
"We could raise the issuer credit rating back to 'B-' in the event
Affinity obtained covenant relief and extended its revolver
maturity, since we expect Affinity would otherwise have sufficient
liquidity. In addition, we would also need to believe its casinos
were recovering in a manner that would support EBITDA coverage of
interest expense improving above 1.5x in 2021," the rating agency
said.
AFFORDABLE TOWING: Selling 3 Eastern Funding Secured Vehicles
-------------------------------------------------------------
Affordable Towing & Recovery, Inc., asks the U.S. Bankruptcy Court
for the Southern District of Indiana to authorize the sale of the
following vehicles, securing indebtedness owed to Eastern Funding,
LLC: (i) 2009 Peterbilt 388, VIN 1NPWL49X99D788705, with a 2008
Vulcan V70, serial no. 94400392J08; (ii) 2009 Mack Granite GU713,
VIN 1M1AX07Y69M005723; and (iii) 2017 Dodge Ram 4500 4x4, VIN
3C7WRLAL4HG626008, with a 2017 Jerr Dan MPLS Wrecker, serial no.
002300218.
Eastern Funding provided financing to the Debtor on the vehicles.
Due to the worldwide COVID-19 pandemic, the Debtor's cash flow has
been severely restricted. As a consequence, it has been unable to
make adequate protection payments to creditors as it had intended.
Consequently, the Debtor is asking to shed some of its financial
burdens and revamp its business model by disposing of nonessential
assets. To that end, the Debtor and another creditor recently
filed an Agreed Motion for the Surrender of Collateral, and the
Court's Order granting the Agreed Motion should be forthcoming.
The Debtor's property that is subject to Eastern Funding's security
interest (the aforementioned 2009 Peterbilt, the 2009 Mack and the
2017 Dodge) consists of items the Debtor is willing and able to
sell in order to pay off the indebtedness owed to Eastern Funding,
as the Debtor does not believe its future operations will require
Eastern Funding's collateral.
The Debtor has been open to selling Eastern Funding's collateral by
auction either through nationally known auctioneers Ritchie
Brothers Auctioneers (www.rbauction.com) or through local,
independent sources. However, Eastern Funding demanded that the
Debtor voluntarily surrender the collateral by the close of
business on June 19, 2020. A repossession of the equipment,
whether voluntary or involuntary, would work an extreme hardship on
the Debtor and would likely result in the dissipation of estate
assets in the form of lower sales proceed when Eastern eventually
liquidates the equipment in a "fire sale."
On June 18, 2020, Tipton Sales & Parts, Inc. sent the letter
indicating that it could sell the 2009 Peterbilt for maximum value
of up to $175,000. The sale of the 2009 Peterbilt in the manner
described in Exhibit A is fair, reasonable, would pay off the
indebtedness to Eastern Funding on that piece of collateral and
would also result in excess proceeds to apply to other
indebtedness. The Debtor
would also ask to sell the other two pieces of Eastern Funding's
collateral in similar fashion.
The Debtor believes that the sale of the 2009 Peterbilt is in the
best interest of its estate and creditors.
By the Motion, the Debtor asks entry of a Sale Order providing
authority for Tipton to sell the 2009 Peterbilt, and for the 2009
Mack and the 2017 Dodge to be sold by either Tipton or Ritchie
Brothers Auctioneers, at the Debtor's discretion, free and clear of
all liens, claims, and interests, with those interests to attach to
the proceeds of the sales.
The Debtor will serve a copy of the Motion upon its secured
creditors, the unsecured creditors, and all creditors having
requested notice, and all governmental units that are creditors of
the Debtor.
The Debtor believes the Sale is the best and most expedient way to
pay the outstanding debt to the creditor and thus reduce the amount
of debt and number of creditors. Accordingly, it believes there is
adequate business justification to sell the vehicles.
About Affordable Towing & Recovery
Affordable Towing & Recovery, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Ind. Case No. 20-90002) on Jan. 3, 2020,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Michael W. McClain, Esq., at McClain
DeWees, PLLC.
AKORN INC: Selling 100% Interest in AIPL to Biological for $100M
----------------------------------------------------------------
Akorn, Inc., non-debtor WorldAkorn Pharma Mauritius, and non-Debtor
Akorn India Private Limited ("AIPL") ask the U.S. Bankruptcy Court
for the District of Delaware to authorize (i) the sale of 100%
equity interests in AIPL to Biological E. Limited for $10 million
in cash, subject to withholding taxes, if any, and adjustment for
certain net working capital items and (ii) the retention of
PricewaterhouseCoopers Corporate Finance, LLC ("PwC CF") in
connection therewith.
AIPL is an Indian private limited company with a manufacturing
facility for sterile injectable products for use in the
pharmaceutical industry. AIPL has 4,852,377 equity securities
issued and outstanding, of which Akorn owns just 1,000 (or 0.02%).
Akorn Mauritius owns the remaining 4,851,377 (or 99.98%) of the
equity securities in AIPL.
Prior to the commencement of these chapter 11 cases, Akorn
determined that AIPL's operations were no longer part of its core,
go-forward business strategy. To facilitate the exit of its
investment in AIPL's operations, Akorn, with the assistance of PwC
CF, launched a process to market AIPL's operations for potential
sale to third parties.
This led to hard-fought, arms'-length negotiations with multiple
bidders, ultimately culminating in an agreement to convey the
Interests to the Purchaser in exchange for $10 million in cash,
subject to withholding taxes, if any, and adjustment for certain
net working capital items, as specified in the Share Purchase
Agreement. The terms and conditions of the sale are set forth in
the Share Purchase Agreement, and Akorn now, in an exercise of its
sound business judgment, asks to perform all obligations under the
Share Purchase Agreement, including the disposition of its 0.02%
of AIPL Interests.
The Debtors believe that it is beneficial to their reorganization
to consummate the Sale Transaction as expeditiously as possible to
minimize any further costs to the estate associated with its
continued investment in AIPL's operations.
Following its decision to divest its AIPL operations, Akorn
determined that a private sale following a competitive marketing
process would be the most efficient and effective method by which
to sell AIPL's operations. To run the private sale, the Debtors
retained PwC CF as financial advisor pursuant to engagement letter
dated as of the April 25, 2019.
Pursuant to the Engagement Letter, PwC CF is entitled to a $250,000
advisory fee and a success fee. The Advisory Fee is paid in two
parts -- $150,000 upon signing of the Engagement Letter, which has
been paid, and $100,000 upon the signing of the Share Purchase
Agreement, which is yet to be paid. The Success Fee is owed upon
the closing of the Sale and is the greater of $700,000 or 2% of the
Purchase Consideration. Through the motion, the Debtors asks
approval of PwC CF's retention in connection with the Sale
Transaction.
Pursuant to the terms and conditions of the Share Purchase
Agreement, and subject to Court approval, Akorn will sell all
Interests in AIPL to the Purchaser free and clear of all Liens in
exchange for the Purchase Consideration.
The salient terms and conditions of the Share Purchase Agreement
are:
a. Sellers: Akorn and Akorn Mauritius
b. Purchaser: Biological E. Limited
c. Acquired Assets: 100% of the Interests of AIPL
d. Purchase Consideration: $10 million
e. Sale: The sale of the Interests of AIPL does not
contemplate an auction.
f. Closing and Other Deadlines: The Closing of the transaction
will take place at the registered office of AIPL or at such other
place as may be mutually agreed by the Parties within seven
Business Days from the date on which the CP Satisfaction Notice is
received by the Purchaser.
g. Use of Proceeds: The proceeds from the Sale Transaction are
expected to be used in accordance with Section 5.20 of that certain
Senior Secured Super-Priority Term Loan Debtor-In-Possession Loan
Agreement, dated as of May 2020, by and among the Debtors, the
lenders party thereto, and Wilmington Savings Fund Society, FSB.
h. Credit Bid: None
i. Relief from Bankruptcy Rule 6004(h): The Debtors have
requested a waiver of the 14-day stay under Bankruptcy Rule 6004(h)
to the extent necessary to permit the sale to close within seven
Business Days from the date on which the CP Satisfaction Notice is
received by the Purchaser.
A copy of the Agreement is available at
https://tinyurl.com/yc4smab9 from PacerMonitor.com free of charge.
About Akorn, Inc.
Akorn, Inc., together with its Debtor and non-Debtor subsidiaries,
is a specialty pharmaceutical company that develops, manufactures,
and markets generic and branded prescription pharmaceuticals,
branded as well as private-label over-the-counter consumer health
products, and animal health pharmaceuticals. Akorn is
headquartered in Lake Forest, Illinois, and maintains a global
manufacturing presence, with pharmaceutical manufacturing
facilities located in Illinois, New Jersey, New York, Switzerland,
and India. Visit www.akorn.com for more information.
Akorn, Inc. sought Chapter 11 protection, as the Lead Debtor,
together with its 16 affiliates: (i) 10 Edison Street LLC (Bankr.
D. Del. Case No. 20-11178); (ii) 13 Edison Street LLC (Bankr. D.
Del. Case No. 20-11180); (iii) Advanced Vision Research, Inc.
(Bankr. D. Del. Case No. 20-11182); (iv) Akorn (New Jersey), Inc.
(Bankr. D. Del. Case No. 20-11183); (v) Akorn Animal Health, Inc.
(Bankr. D. Del. Case No. 20-11185); (vi) Akorn Ophthalmics, Inc.
(Bankr. D. Del. Case No. 20-11186); (vii) Akorn Sales, Inc.(Bankr.
D. Del. Case No. 20-11174); (viii) Clover Pharmaceuticals Corp.
(Bankr. D. Del. Case No. 20-11187); (ix) Covenant Pharma, Inc.
(Bankr. D. Del. Case No. 20-11188); (x) Hi-Tech Pharmacal Co., Inc.
(Bankr. D. Del. Case No. 20-11189); (xi) Inspire Pharmaceuticals,
Inc. ((Bankr. D. Del. Case No. 20-11190); (xii) Oak
Pharmaceuticals, Inc. (Bankr. D. Del. Case No. 20-11192); (xiii)
Olta Pharmaceuticals Corp. ((Bankr. D. Del. Case No. 20-11191);
(xiv) VersaPharm Incorporated (Bankr. D. Del. Case No. 20-11194);
(xv) VPI Holdings Corp. (Bankr. D. Del. Case No. 20-11193); and
(xvi) VPI Holdings Sub, LLC (Bankr. D. Del. Case No. 20-11195), on
May 20, 2020. The cases asre assigned to Judge John T. Dorsey.
In the petitions signed by Joseph Bonaccorsi, authorized signatory,
the Debtors disclosed total assets of $1,032,275,000, and total
debt of $1,051,769,000 as of March 31, 2020.
The Debtors tapped Patrick J. Nash, Jr., P.C., Gregory F. Pesce,
Esq., Christopher M. Hayes, Esq., Nicole L. Greenblatt, P.C., at
Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
their general bankruptcy counsel. The Debtors tapped Paul N.
Heath, Esq., Amanda R. Steele, Esq., Zachary I. Shapiro, and Esq.,
Brett M. Haywood, Esq., at Ricahrds, Layton & Finger, P.A. as their
General Bankruptcy Counsel.
AlixPartners, LLP serves as the Debtors' Restructuring Advisor, PJT
Partners LP as their Financial Advisor and Investment Banker, Grant
Thornton LP as their Tax Advisor, and Kurtzman Carson Consultants,
LLC as their Notice and Claims Agent.
AMBERSON NATURAL: Case Summary & 8 Unsecured Creditors
------------------------------------------------------
Debtor: Amberson Natural Resources, LLC
2135 East Hildebrand Avenue
San Antonio, Texas 78209
Business Description: Amberson Natural Resources LLC is engaged
in activities related to real estate.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 20-51302
Debtor's Counsel: Scott D. Lawrence, Esq.
WICK PHILLIPS GOULD & MARTIN LLP
3131 McKinney Avenue, Suite 100
Dallas, Texas 75204
Tel: 214-692-6200
E-mail: scott.lawrence@wickphillips.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jon Christian Amberson, manager.
A copy of the petition containing, among other items, a list of the
Debtor's eight unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/jGDjzd
AMERICAN BLUE: Proposes Private Sale of Assets to Walker-DSC
------------------------------------------------------------
American Blue Ribbon Holdings, LLC and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
private sale of assets generally described as the Assumed Leases,
leasehold improvements, furniture, fixtures, restaurant equipment,
transferable business licenses, and food and beverage inventory,
associated with 31 Village Inn restaurants and, as more
particularly described in the Refranchising Asset Purchase
Agreement, dated as of June 26, 2020, to Walker-DSC CAPQ, LLC.
The Debtors' business consists of three brands: (i) Village Inn,
(ii) Bakers Square, and (iii) Legendary Baking. Founded in 1958 and
1969, respectively, Village Inn and Bakers Square are full-service
sit-down family dining restaurant concepts ("Family Dining
Business") that feature a variety of menu items for all meal
periods. As of the Petition Date, in connection with the Family
Dining Business, the Debtors operated 97 restaurants in 13 states,
franchised 84 Village Inn restaurants, and maintained an e-commerce
presence as well.
Legendary Baking is the Debtors' manufacturing operation that
produces pies in two Debtor-owned production facilities. It
provides those pies to the Family Dining Business for sale in
Village Inn and Bakers Square restaurants while also selling pies
to other restaurants, independent bakers, and customers. In
connection therewith, the Debtors own and operate two bakery
facilities located in Oak Forest, Illinois and Chaska, Minnesota,
and lease a cold storage distribution center located in Chicago,
Illinois.
The Debtors' revenues are primarily derived from restaurant sales,
bakery operations, and franchise fees and sales royalties. As
discussed in detail in the First Day Declaration, in the ordinary
course of business, the Debtors engage in certain affiliate
transactions with their non-debtor parent, ABRH, LLC, including
relying on employees provided by ABRH via a contract staffing
arrangement, as well as on numerous support services that are
provided by ABRH and shared among the Debtors' businesses and
non-debtor affiliates' restaurant brands.
By the Sale Motion, the Debtors respectfully ask the entry of a
Sale Order (a) authorizing and approving the sale of certain of the
Debtors' assets free and clear of all liens, claims, encumbrances,
and other interests, and (b) authorizing the assumption and
assignment of unexpired leases of associated real property in
connection therewith. The Assets are more particularly described
in the Refranchising Asset Purchase Agreement.
The material terms of the Purchase Agreement are:
a) Sale of Assets: The Debtors are asking approval for the
sale of the Assets to Purchaser by private sale for the
consideration and upon the terms and conditions set forth in the
Purchase Agreement.
b. Free of Any and All Encumbrances: The sale will be free and
clear of all encumbrances and interests, with such encumbrances to
attach to the net proceeds of the sale.
c. Indemnification: The Purchase Agreement does not provide
for the Debtors to indemnify the Purchaser.
d. Consent to Jurisdiction: The Debtors and the Purchaser have
agreed that any dispute under the Purchase Agreement will be
submitted to the Court.
e. Closing: At 9:00 a.m. (CT) seven days after the entry of
the Sale Order. The Purchase Agreement also provides for
termination events if the Sale Order is not entered by Aug. 10,
2020 and if the Closing Date does not occur by Aug. 17, 2020.
The Debtors are asking approval for a proposed sale of the
Purchased Assets to the Purchaser by private sale free and clear of
all encumbrances and interests for the consideration and upon the
terms and conditions set forth in the Purchase Agreement.
The Purchase Agreement provides for a Deposit of $1.24 million.
Fidelity National Title Insurance Co. in care of Kelli J. Vos,
AVP/Senior Commercial Escrow Officer.
The Purchase Agreement does not address the use of proceeds
generated from the proposed sale. All proceeds will be distributed
pursuant to the Final Order Pursuant to 11 U.S.C. Sections 105,
362, 363, 364, 503 and 507 and Fed. R. Bankr. P. 2002, 4001, 6004
and 9014 (I) Authorizing Debtors to Obtain Senior Secured,
Superpriority, Postpetition Financing, (II) Granting Liens and
Superpriority Claims, (III) Modifying the Automatic Stay, and (IV)
Granting Related Relief or as otherwise ordered by the Court.
The Debtors are asking to sell the assets free and clear of
successor liability claims that do not constitute Assumed
Liabilities. They are not asking to sell the Assets free and clear
of any unexpired leasehold interests.
The Purchase Agreement does not contemplate a right to credit bid.
The Debtors believe that a private sale of the Assets will allow
for the greatest possible consideration for the Assets without an
unnecessary waste of time and estate resources for a marketing
process that the Debtors believe will not yield a higher purchase
price for the Assets. The probability that a competing bidder or
potential purchaser would emerge at this late stage, after the
Restaurants have been actively marketed for over one year, is
substantially disproportionate to the costs and risks associated
with any delay.
Consummating the sale of the Restaurants as soon as possible is in
the best interests of the Debtors and their creditors and
parties-in-interest. Additionally, prompt approval of the Purchase
Agreement is required. Under the present circumstances, the
Debtors need to close the Sale prior to Aug. 1, 2020 in order to
avoid causing the August rent to become an administrative liability
of their estates.
In these Cases, the Assets are subject only to the post-petition
lien granted to Cannae Holdings, Inc. for the post-petition loan
they made to the Debtors under orders entered by the Court. The
Debtors ask authorization for the sale under section 363(f)(2),
upon the consent of Cannae. The Debtors are informed and believe
that Cannae consents to the sale, as such, authorization is proper
for the sale free and clear. Accordingly, the Debtors ask that the
Assets be sold and transferred to the Purchasers free and clear of
all liens, claims and encumbrances, including successor liability.
Pursuant to the Purchase Agreement, the Debtors ask to assume the
Assumed Leases and the obligations thereunder, and to subsequently
assign the Assumed Leases and the obligations thereunder to the
Purchaser. The assumption and assignment of the unexpired leases
by the Debtors satisfies the business judgment standard and the
requirements of Section 365 of the Bankruptcy Code. The assumption
and assignment of the Unexpired Leases is necessary for the
Purchasers to operate the Restaurants going forward, and upon
consummation of the sale of the Assets, the Debtors will no longer
have any use for the Unexpired Leases.
Pursuant to Local Rule 6004-1(b)(iv)(O), the Debtors ask that the
Court waives the 14-day stay period under Bankruptcy Rule 6004(h).
Timely consummation of the sale of the Assets is of critical
importance to both the Debtors and the Purchaser and the Debtors'
efforts to maximize the value of the estates.
A copy of the Contract is available at https://tinyurl.com/y7bo6oae
from PacerMonitor.com free of charge.
A hearing on the Motion is set for July 21, 2020 at 10:00 a.m.
(ET). The objection deadline is July 14, 2020 at 4:00 p.m. (ET).
About American Blue Ribbon
Based in Nashville, Tennessee, American Blue Ribbon Holdings, LLC
-- http://www.americanblueribbonholdings.com/-- operates two
distinct regional family dining restaurant brands -- Village Inn
and Bakers Square, as well as a bakery operation, Legendary Baking.
Founded in 1958 and 1969, respectively, Village Inn and Bakers
Square are full-service sit-down family dining restaurant concepts
that feature a variety of menu items for all meal periods. As of
the Petition Date, in connection with the family dining business,
the Debtors operate 97 restaurants in 13 states, franchise 84
Village Inn restaurants, and maintain an e-commerce presence as
well. Legendary Baking is the Debtors' manufacturing operation
that produces pies in two Debtor-owned production facilities.
Legendary Baking provides those pies to the Family Dining Business
for sale in Village Inn and Bakers Square restaurants while also
selling pies to other restaurants, independent bakers, and
customers.
American Blue Ribbon Holdings and four affiliates -- (1) Legendary
Baking, LLC, (2) Legendary Baking Holdings, LLC, (3) Legendary
Baking of California, LLC, and (4) SVCC, LLC -- each filed Chapter
11 petitions (Bankr. D. Del. Lead Case No. 20-10161) on Jan. 27,
2020.
As of the Petition Date, American Blue Ribbon Holdings was
estimated to have between $100 million and $500 million in assets
and between $50 million and $100 million in liabilities. The
petitions were signed by Kurt Schnaubelt, chief financial officer.
Judge Laurie Selber Silverstein is assigned to the cases.
Young Conaway Stargatt & Taylor, LLP and KTBS LAW LLP represent the
Debtors. Epiq Corporate Restructuring, LLC, is the Debtors' claims
and noticing agent.
APC AUTOMOTIVE: Seeks to Hire Dentons Bingham as Special Counsel
----------------------------------------------------------------
APC Automotive Technologies Intermediate Holdings, LLC and its
affiliates seek approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Dentons Bingham Greenebaum, LLP as
their special counsel.
The firm's services will include the preparation of an attorney
opinion letter relating to Debtors' exit financing and a review of
due diligence, organizational documents and loan documentation.
Dentons will be compensated at a fixed fee of $15,000.
D. Bryan Weese, Esq., at Dentons, disclosed in court filings that
his firm neither represents nor holds any interest adverse to
Debtors' bankruptcy estates.
Mr. Weese also made the following disclosures in response to the
request for additional information set forth in the U.S. Trustee
Fee Guidelines
1. Dentons agreed to a flat rate fee of $15,000.
2. No professional at the firm varied his rate based on the
geographic location of Debtors' bankruptcy cases.
3. Dentons represented one or more of Debtors in the 12 months
prior to their bankruptcy filing during which the firm billed on an
hourly basis. The firm's 2020 billing rates range from $300 to
$735 per hour for partners, from $270 to $375 per hour for
associates and from $140 to $270 per hour for paralegals.
4. Debtors approved the firm's $15,000 flat rate fee for its
work as special counsel.
Dentons can be reached through:
D. Bryan Weese, Esq.
Dentons Bingham Greenebaum, LLP
2700 Market Tower
10 West Market Street
Indianapolis, IN 46204
Telephone: (317) 635-8900
About APC Automotive Technologies
Intermediate Holdings
APC Automotive Technologies Intermediate Holdings, LLC and its
affiliates are aftermarket suppliers of brake, chassis, exhaust,
and emissions parts for passenger vehicles, trucks, and commercial
vehicles. They were formed through the merger of AP Exhaust and
Centric in 2017.
On June 3, 2020, APC Automotive Technologies and its 13 affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-11466). Judge Christopher S. Sontchi oversees the cases.
Templar Energy was estimated to have $100 million to $500 million
in assets and $500 million to $1 billion in liabilities.
Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Klehr Harrison
Harvey Branzburg LLP as local bankruptcy counsel; Jefferies Group,
LLC as financial advisor; Weinsweigadvisors, LLC as restructuring
advisor; Ernst & Young LLP as tax advisor; and Bankruptcy
Management Solutions, Inc. as notice, claims and balloting agent
and as administrative advisor; and Dentons Bingham Greenebaum LLP
as special counsel.
APPLETON EXCHANGE: Selling Holyoke Property to East Side for $540K
------------------------------------------------------------------
Appleton Exchange, LLC, asks the U.S. Bankruptcy Court for the
District of Massachusetts to authorize the sale of the real
property located at 62-64 Commercial Street, Holyoke, Massachusetts
to East Side Holyoke, LLC for $540,000.
The Debtor owned two rental apartment buildings, namely 461-463
Appleton Street, Holyoke, Massachusetts (“Appleton
Street”)(which has since been sold pursuant to Court Order) and
the Commercial Street. Both are residential rental buildings, with
Appleton Street having 30 rental units, and Commercial Street
having sixteen units.
The Debtor has received an offer from the Buyer, of 731 High
Street, Holyoke, Massachusetts, for the purchase of Commercial
Street for the total purchase price of $540,000, free and clear of
liens and encumbrances. The sole principal of East Side Holyoke,
LLC, Gregory M. Virgilio, through Virgilio Property Management,
Inc. (of which he is one of the principals) has been performing
repairs and other related tasks on Commercial Street, but has no
other relationship with the Debtor whatsoever, including the
Debtor’s equity holders. The terms of the proposed sale are more
particularly described in a written purchase and sale agreement.
The Debtor anticipates that the sale will take place by the end of
July, 2020. The Purchase and Sales Agreement provides that the
sale will take place within 30 days of the entry of an Order by the
Bankruptcy Court approving the sale. The Debtor believed that the
purchase price, as contained in the Purchase and Sale Agreement,
represents a fair and reasonable price for Commercial Street.
The Debtor believes that there are liens on Commercial Street in
the following order, as follows:
a. Real Estate Taxes, Water and Sewer charges, Utility
charges, and any other charges owed to the City of Holyoke and/or
the Holyoke Gas and Electric Company (a public utility which is a
department of the City of Holyoke) in the estimated amount of
$20,000; and
b. Audrie Brooks Family Fund, LLC (successor in interest to
Federal National Mortgage Association/Hunt Mortgage Capital, LLC),
holder of a first (and only) mortgage in the principal amount of
$1,652,000, as filed originally under the name of Hunt Mortgage
Capital, LLC in the Hampden County Registry of Deeds at Book 22040
Page 311 and assigned to the Audrie Brooks Family Fund, LLC, as
filed in the Hampden County Registry of Deeds at Book 22997 Page
588 (together with any UCC Financing Statements, including the UCC
Financing Statements filed originally in the Hampden County
Registry of Deeds at Book 22040 Page 333).
The Debtor asks the entry of Order(s) authorizing the Debtor to pay
the proceeds from the sale in the order and priority as listed:
(a) Real Estate Taxes, Water and Sewer charges, Utility
charges, and any other charges owed to the City of Holyoke and/or
the Holyoke Gas and Electric Company as it regards Commercial
Street Holyoke, Massachusetts;
(b) Other necessary fees required by the Registry of Deeds or
other routinely necessary charges for a real estate closing;
(c) A real estate broker's fee of $27,000 (5% of the sales
price) to Robert Kushner/Kushner Realty, Inc;
(d) If the property is sold to another party, in addition to
the return of the deposit(s) of $27,000, a payment of no more than
5% of the sales price to East Side Holyoke, LLC, as a breakup fee
for expenses incurred subject to the approval of the Bankruptcy
Court;
(e) $3,000 being reserved for payment to Randy Kaston, Esq.,
as special counsel to the Debtor for her fees, such amount being
subject to a fee application being approved, with the difference
between the amount approved and the amount of $3,000 being held to
be distributed as provided in subparagraph (h); and
(f) $5,000 of the sales price for legal fees and costs for
the Debtor's counsel subject to approval of the Bankruptcy Court;
(g) $5,000 of the sales price for legal fees and costs for
Debtor’s special counsel for housing court matters, Lawrence J.
Farber, Esq., and/of Farber & Lindley, LLC, 30 Boltwood Way, Front
101, Amherst, MA 01002 under 11 U.S.C. Section 506(c) subject to
approval of the Bankruptcy Court, with the difference between the
amount approved and the amount of $5,000 being held to be
distributed as provided in subparagraph (h); and
(h) The balance of the sales proceeds will be paid to the
Audrie Brooks Family Fund on account of its mortgage as described.
The sale is free and clear of all liens and encumbrances,
including, without limitation, those detailed.
In the event that a dispute arises between the Debtor and any party
affected by the Order(s) requested with respect to that creditor's
right to payment on account of its claim, the Debtor will request
that the Court establish an amount to be held in escrow pending the
resolution of such dispute and authorizing the Debtors to pay all
other claimants in whole or in part as the Court in its discretion
may determine.
A copy of the Agreement is available at
https://tinyurl.com/y8tg9pub from PacerMonitor.com free of charge.
About Appleton Exchange LLC
Appleton Exchange LLC is the fee simple owner of two properties in
Holyoke, MA having a total current value of $1.2 million.
Appleton Exchange LLC filed a voluntary petition seeking relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
19-30694) on August 30, 2019. In the petition signed by Moshe
Wolcowitz, manager, the Debtor estimated $1,200,701 in assets and
$1,900,816 in liabilities. Louis S. Robin, Esq., at the Law
Offices
of Louis S. Robin, represents the Debtor as counsel.
ARCHDIOCESE OF NEW ORLEANS: Committee Taps BRG as Financial Advisor
-------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 case of the Roman Catholic Church of the Archdiocese of
New Orleans seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Louisiana to employ Berkeley Research Group,
LLC as its financial advisor.
The firm's services will include:
(a) assisting the committee in investigating the assets,
liabilities, financial condition and operations of Debtor;
(b) assisting the committee in the review of financial-related
disclosures;
(c) analyzing Debtor's accounting reports and financial
statements;
(d) providing forensic accounting and investigations with
respect to transfers of Debtor's assets and recovery of property of
the bankruptcy estate;
(e) assisting the committee in evaluating Debtor's ownership
interests of property alleged to be held in trust by Debtor for the
benefit of third parties or property alleged to be owned by
non-debtor entities;
(f) assisting the committee in reviewing and evaluating any
proposed asset sales and other asset dispositions;
(g) assisting the committee in the evaluation of Debtor's
organizational structure;
(h) assisting the committee in evaluating Debtor's cash
management system;
(i) assisting the committee in the review of financial
information that Debtor may distribute to creditors and others;
(j) attendance at meetings and assistance in discussions with
Debtor, the committee, the U.S. trustee and other parties;
(k) assisting in the review or preparation of information and
analyses necessary for the confirmation of a Chapter 11 plan or for
the objection to any plan filed in Debtor's case which the
committee opposes;
(l) assisting the committee in its evaluation of Debtor's
solvency;
(m) assisting the committee in the evaluation and analysis of
claims and in any litigation matters;
(n) analyzing the flow of funds in and out of accounts Debtor
contends contain assets held in trust for others; and
(o) assisting the committee with respect to any adversary
proceedings that may be filed in Debtor's case.
The firm will be paid at hourly rates as follows:
Managing Director $565 - $850
Director & Senior Professional Staff $455 - $565
Junior Professional Staff $220 - $455
Support Staff $105 - $220
The discounted hourly rates for the Berkeley professionals
anticipated to provide the services are as follows:
Paul Shields $590
Matthew Babcock $515
Marvin Tenenbaum, senior vice president of Berkeley, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Marvin A. Tenenbaum
Berkeley Research Group, LLC
1111 Brickell Avenue, Suite 2050
Miami, FL 33131
Telephone: (305) 548-8546
About the Archdiocese of New Orleans
The Roman Catholic Church of the Archdiocese of New Orleans is a
non-profit religious corporation incorporated under the laws of the
State of Louisiana. For more information, visit
https://www.nolacatholic.org/
Created as a diocese in 1793, and established as an archdiocese in
1850, the Archdiocese of New Orleans has educated hundreds of
thousands in its schools, provided religious services to its
churches and provided charitable assistance to individuals in need,
including those affected by hurricanes, floods, natural disasters,
war, civil unrest, plagues, epidemics, and illness. Currently, the
archdiocese's geographic footprint occupies over 4,200 square Miles
in southeast Louisiana and includes eight civil parishes --
Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John
the Baptist, St. Tammany, and Washington.
The Roman Catholic Church for the Archdiocese of New Orleans sought
Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1,
2020. The archdiocese was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
Judge Meredith S. Grabill oversees the case.
The archdiocese is represented by Jones Walker LLP. Donlin, Recano
& Company, Inc. is the claims agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 20, 2020. The committee is represented by
Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP. Berkeley
Research Group, LLC is the committee's financial advisor.
ARCHDIOCESE OF NEW ORLEANS: Gainsburgh Represents Two Plaintiffs
----------------------------------------------------------------
In the Chapter 11 cases of The Roman Catholic Church of the
Archdiocese of New Orleans, the law firm of Gainsburgh, Benjamin,
David, Meunier & Warshauer, L.L.C. submitted a verified statement
under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to
disclose that it is representing CDC #19-11521 Plaintiffs and B.L.
In connection with Archdiocese's bankruptcy case, Gainsburgh
Benjamin was retained to represent Jane Doe and John Doe,
plaintiffs in the prepetition suit filed in Orleans Parish Civil
District Court Case No. 2019-11521 and certain putative plaintiff
in forthcoming litigation.
Gainsburgh Benjamin only represents creditors in the Archdiocese's
bankruptcy case.
The CDC #19-11521 Plaintiffs and B.L. are the only creditors or
other parties in interest in the Archdiocese's bankruptcy for which
Gainsburgh Benjamin is required to file a Verified Statement
pursuant to Federal Rule of Bankruptcy Procedure 2019.
As of July 8, 2020, CDC #19-11521 Plaintiffs' counsel and B.L.'s
counsel name and address are:
CDC #19-11521 Plaintiffs' counsel name and address:
Gerald E. Meunier
Brittany R. Wolf-Freedman
Gainsburgh, Benjamin, David Meunier, & Warshauer, L.L.C.
2800 Energy Centre
1100 Poydras Street
New Orleans, Louisiana 70163-2800
B.L.'s counsel name and address:
Gerald E. Meunier
Brittany R. Wolf-Freedman
Gainsburgh, Benjamin, David Meunier, & Warshauer, L.L.C.
2800 Energy Centre
1100 Poydras Street
New Orleans, Louisiana 70163-2800
The nature of the CDC #19-11521 Plaintiffs' and B.L.'s economic
interests held in relation to the Archdiocese are as creditors,
with the amount of each entities' claim to be determined.
Nothing contained in this Verified Statement is intended or shall
be construed to constitute (i) a waiver or release of the rights of
the CDC #19-11521 Plaintiffs and B.L. to have any final order
entered by, or other exercise of the judicial power of the United
States performed by, an Article III court; (ii) a waiver or release
of the rights of the CDC #19-11521 Plaintiffs and B.L. to have any
and all final orders in any and all non-core matters entered only
after de novo review by a United States District Judge; (iii)
consent to the jurisdiction of the Court over any matter; (iv) an
election of remedy; (v) a waiver or release of any rights the CDC
#19-11521 Plaintiffs and B.L. may have to a jury trial; (vi) a
waiver or release of the right to move to withdraw the reference
with respect to any matter or proceeding that may be commenced in
the bankruptcy case against or otherwise involving the CDC
#19-11521 Plaintiffs and B.L.; or (vii) a waiver or release of any
other rights, claims, actions, defenses, setoffs or recoupments to
which the CDC #19-11521 Plaintiffs and B.L. may be entitled, in law
or in equity, under any agreement or otherwise, with all of which
rights, claims, actions, defenses, setoffs or recoupments being
expressly reserved.
Gainsburgh Benjamin reserves the right to amend or supplement this
Verified Statement in accordance with the requirements of
Bankruptcy Rule 2019.
Counsel for CDC #19-11521 Plaintiffs and B.L. can be reached at:
Gerald E. Meunier, Esq.
Brittany R. Wolf-Freedman, Esq.
GAINSBURGH, BENJAMIN, DAVID
MEUNIER, & WARSHAUER, L.L.C.
2800 Energy Centre
1100 Poydras Street
New Orleans, LA 70163-2800
Telephone: (504) 522-2304
E-mail: gmuenier@gainsben.com
bwolf@gainsben.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/tpB9Js
About the Archdiocese of New Orleans
The Roman Catholic Church of the Archdiocese of New Orleans --
https://www.nolacatholic.org/ -- is a non-profit religious
corporation incorporated under the laws of the State of Louisiana.
Created as a diocese in 1793, and established as an archdiocese in
1850, the Archdiocese of New Orleans has educated hundreds of
thousands in its schools, provided religious services to its
churches and provided charitable assistance to individuals in
need,
including those affected by hurricanes, floods, natural disasters,
war, civil unrest, plagues, epidemics, and illness. Currently,
the
archdiocese's geographic footprint occupies over 4,200 square
miles
in southeast Louisiana and includes eight civil parishes --
Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St.
John the Baptist, St. Tammany, and Washington.
The Roman Catholic Church for the Archdiocese of New Orleans
sought
Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May
1,
2020.
The archdiocese was estimated to have $100 million to $500 million
in assets and liabilities as of the bankruptcy filing.
The Hon. Meredith S. Grabill is the case judge.
Jones Walker LLP, led by Mark A. Mintz, R. Patrick Vance,
Elizabeth
J. Futrell, and Laura F. Ashley, serves as counsel to the
archdiocese. Donlin, Recano & Company, Inc., is the claims agent.
ASPEN LANDSCAPING: Reports $1.1MM Cash as of June 30
----------------------------------------------------
Aspen Landscaping Contracting, Inc., which obtained confirmation of
its bankruptcy-exit plan in May, delivered to the Office of the
U.S. Trustee for Region 3 its first post-confirmation quarterly
summary report on Monday.
The reporting period is for May 22 to June 30. Aspen's plan was
confirmed May 21.
According to the Quarterly Report, Aspen had ending cash balance of
$1.1 million following $1.3 million in total disbursements during
the period. A copy of the report is available at
https://is.gd/9uh1oV from PacerMonitor.com.
As reported by the Troubled Company Reporter, Aspen's First Amended
Chapter 11 Plan provides that the Company's main asset is the
accounts receivable from the current projects that it is
completing. Aspen estimates that the accounts receivable as of the
Petition Date are approximately $3 million. Aspen also asserts it
is owed approximately $1 million in retainage.
Holders of Class 11 General unsecured claims are impaired. Total
amount of general unsecured claims is still being determined in
light of the fact that certain claims are subject to objection and
reclassification, but are anticipated between $1 million and $2
million. General unsecured creditors are projected to recover 90%.
Allowed Class 11 Claims will be paid a dividend of 90% as follows:
10% in year 1; 15% in year 2; 20% in years 3, and 4; and 25% in
year 5. Payments may be made quarterly.
The funds necessary for funding the Plan will be derived from funds
on hand on the Effective Date and from future earnings of the
Debtor. In addition, Maria A. Fuentes will pay certain "new value"
in the amount of $500,000 to obtain the Interests in the
Reorganized Debtor subject to the sale process set forth.
In February, the Debtor thwarted a bid by Donald Fuentes seeking
dismissal of the case or appointment of a Chapter 11 trustee.
According to Mr. Fuentes, a shareholder of Aspen, Maria Fuentes
acted without corporate authority to cause Aspen to file for
bankruptcy and to file a plan of reorganization by virtue of a
Judgment of Divorce. This case is nothing but to circumvent a
pre-petition Judgment of Divorce which determined that (1) her
former husband, Donald, has a 50% ownership interest in the Debtor
worth $2,080,000; and (2) the company had to be liquidated through
a buyout or sale. According to Mr. Fuentes, the Chapter 11 filing
is an abuse of the bankruptcy laws and an affront to the family
court that entered the non-superseded Judgment awarding him 50% of
the company.
Judge Vincent F. Papalia considered the pleadings filed by Donald
Fuentes and the oppositions filed by the Debtor and the Official
Committee of Unsecured Creditors.
About Aspen Landscaping Contracting
Aspen Landscaping Contracting, Inc. -- https://www.aspennj.net/ --
is a landscaping contractor located in Union, New Jersey serving
commercial and residential clients. The company offers wetland
mitigation, planting, hydroseeding, irrigation, railroad spraying,
tree removal/pruning/clearing, erosion control/soil stabilization,
soil procurement and grading, and landfill work.
Aspen Landscaping Contracting sought Chapter 11 protection (Bankr.
D.N.J. Case No. 19-31885) on Nov. 20, 2019 in Newark, New Jersey.
In the petition was signed by Maria A. Fuentes, president, the
Debtor was listed with total assets at $2,429,468 and total
liabilities at $2,510,983.
Judge Vincent F. Papalia oversees the case.
McManimon, Scotland & Baumann, LLC, is the Debtor's counsel. SAX,
LLP, serves as accountant to the Debtor.
BEAR CREEK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bear Creek Trail, LLC
c/o Elk Mountain, Inc.
2232 Dell Range Blvd. Ste 245-3119
Cheyenne, WY 82009
Business Description: Bear Creek Trail's primary asset is a vessel
located on the east cost of the United
States.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
District of Wyoming
Case No.: 20-20348
Debtor's Counsel: Ken McCartney, Esq.
THE LAW OFFICES OF KEN MCCARTNEY P.C.
PO Box 1364
1401 Airport Parkway Ste. 200
Cheyenne, WY 82003
Tel: 307-635-0555
Email: bnkrpcyrep@aol.com
Total Assets: $615,000
Total Liabilities: $1,719,947
The petition was signed by Marvin Keith, president, Elk Mountain,
Inc., the Debtor's owner and CEO of Bear Trail, LLC, the Debtor's
manager.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/BbGGPx
BILLINGS LODGE: Gets Approval to Hire Paigeville as Accountant
--------------------------------------------------------------
Billings Lodge No. 394, Benevolent and Protective Order of Elks of
United States of America, Inc. received approval from the U.S.
Bankruptcy Court for the District of Montana to employ Paigeville
Accounting, LLC as its accountant.
The firm's services will include the preparation of annual income
tax returns and monthly reports, and income tax consulting
services.
Paigeville will charge a flat fee of $1,500 per tax return prepared
and an hourly fee of $150 for the other services.
Heidi Giem, the firm's accountant who will be providing the
services, disclosed in court filings that she is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Paigeville can be reached at:
Heidi Giem
Paigeville Accounting, LLC
Bozeman, MT 59715
Telephone: (406) 490-3473
Email: heidi@paigevilleaccounting.com
About Billings Lodge No. 394
Billings Lodge, No. 394, Benevolent and Protective Order of Elks of
United States of America, Inc. is a tax-exempt civic and social
organization. It is a Billings, Montana-based fraternal
organization that hosts various civic events and social gatherings
like wedding receptions, meetings and other functions.
Billings Lodge filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. Mon. Case No. 20-10110) on June 5, 2020. The petition
was signed by Jeffery R. Isom, exalted ruler. At the time of the
filing, Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. Debtor has tapped Felt
Martin PC as its legal counsel and Heidi Giem of Paigeville
Accounting, LLC as its accountant.
BRIGGS & STRATTON: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Briggs & Stratton Corporation
12301 W. Wirth Street
Wauwatosa, WI 53222
Business Description: Briggs & Stratton Corporation --
https://www.basco.com -- is a producer
of gasoline engines for outdoor power
equipment and a designer, manufacturer
and marketer of power generation,
pressure washer, lawn and garden, turf
care, and job site products. The
Company's products are marketed and
serviced in more than 100 countries on
six continents through 40,000 authorized
dealers and service organizations.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Eastern District of Missouri
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Briggs & Stratton Corporation (Lead Debtor) 20-43597
Billy Goat Industries, Inc. 20-10575
Allmand Bros., Inc. 20-43598
Briggs & Stratton International, Inc. 20-43599
Briggs & Stratton Tech, LLC 20-43600
Judge: Hon. Barry S. Schermer
Debtors'
Local
Bankruptcy
Counsel: Robert E. Eggmann, Esq.
Christopher J. Lawhorn, Esq.
Thomas H. Riske, Esq.
CARMODY MACDONALD P.C.
120 S. Central Avenue, Suite 1800
St. Louis, Missouri 63105
Tel: (314) 854-8600
Fax: (314) 854-8660
Email: ree@carmodymacdonald.com
cjl@carmodymacdonald.com
thr@carmodymacdonald.com
Debtors'
General
Bankruptcy
Counsel: Ronit J. Berkovich, Esq.
Debora A. Hoehne, Esq.
Martha E. Martir, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: Ronit.Berkovich@weil.com
Debora.Hoehne@weil.com
Martha.Martir@weil.com
Debtors'
Corporate
Counsel: FOLEY & LARDNER LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202
Debtors'
Investment
Banker: HOULIHAN LOKEY INC.
111 South Wacker Drive
37th Floor
Chicago, Illinois 60606
Debtors'
Restructuring &
Tax Advisors: ERNST & YOUNG, LLP
5 Times Square
New York, New York 10036
Debtors'
Auditor &
Tax Consultant: DELOITTE LLP
30 Rockefeller Plaza
New York, New York 10112
Debtors'
Claims &
Noticing
Agent: KURTZMAN CARSON CONSULTANTS LLC
1290 Avenue of the Americas
9th Floor
New York, New York 10104
https://www.kccllc.net/briggs/document/list/5278
Total Assets as of March 29, 2020: $1,589,398,000
Total Debts as of March 29, 2020: $1,350,058,000
The petitions were signed by Mark A. Schwertfeger, senior vice
president and chief financial officer.
A full-text copy of Briggs & Stratton Corporation's petition is
available for free at PacerMonitor.com at:
https://is.gd/HwMZr6
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Wilmington Trust N.A. Unsecured $195,462,000
50 South Sixth Street, Suite 1290 Notes
Minneapolis, Minnesota 55402
Attn: Peter Finkel
Fax: 612-217-5651
Email: pfinkel@wilmingtontrust.com
2. MuniStrategies, LLC New Market Tax $12,036,750
Muni Strategies Sub- Credit Financing
CDE#24, LLC
2819 North State Street
(39216-4306)
P.O. Box 2170
Jackson, MS 39225-2170
Attn.: Mark McCreery
Tel: (601) 213-0414
Email: mark@munistrategies.com
3. DV Community New Market Tax $7,535,000
Investment, LLC Credit Financing
DVCI CDE XXXIV, LLC
c/o Dudley Ventures
22 E. Jackson Street
Phoenix, AZ 85004
Attn.: DV Community Investment, LLC
DVCI CDE XXXIV, LLC
Tel: (602)759-5292
Email: jlewis@dudleyventures.com
4. Zhejiang Zhouli Industrial Co Trade Payables $4,941,699
Jinyanshan Industrial Zone
Wuyi 130, CN 321210
Attn: Zhou Jei (Danny Zhou)
Tel: +86 18869915999
Email: sales@chinazhouyi.cn
5. Sears, Roebuck & Co. General $3,816,056
Bankruptcy Litigation
2600 Eagan Woods Drive, Suite 400
St. Paul, MN 55121
Attn.: Brigette G. Mcgrath and Gary
Underdahl, ASK LLP
Tel: 651-289-3857
Fax: 651-406-9676
Email: gunderdahl@askllp.com
6. SunTrust Community New Market Tax $3,463,906
Capital, LLC BS Credit Financing
Statesboro Investment
Fund, LLC ST
CDE XXXVIII, LLC
c/o SunTrust Bank
1155 Peachtree Street,
Suite 300
Atlanta, GA 30309
Attn: Steve Ross
Tel: (404) 813-2415
Email: steve.ross@suntrust.com
7. American Honda Motor Trade Payables $3,250,478
Company Inc.
1919 Torrance Blvd
Torrance, CA US 90501-2746
Attn.: Dan Wahn
Tel: (678) 339-2597
Email: Dan_Wahn@ahm.honda.com
8. Jiangsu Jianghuai Trade Payables $3,058,526
Engine Co Ltd.
No 58 South Xiwang Road
Yancheng 100 CN 224007
Attn: Bian Ming
Tel: +86 13961996066
Email: bianming@dongyin.com
9. Hydro-Gear LP Trade Payables $2,694,164
120 South LaSalle St
Chicago, IL US 60603-3403
Attn: Mike McCoy
Tel: (317) 821-0477
Email: MMcCoy@hydro-gear.com
10. Starting USA Corporation Trade Payables $2,553,100
1676 Rowe Pkwy
Poplar Bluff, MO US 63901-7014
Attn: Charles Fortner, President
Tel: (573) 686-9388 ext 113
Email: charlie.fortner@startingusa.com
11. Leslie and Daniel Product $2,000,000
Fassett re: Matter #454 Liability
c/o Ross Feller Casey, LLP Litigation
1650 Market Street
Suite 3450
Philadelphia, PA 19103
Attn: Matthew Casey
Tel: 215-574-2000
Email: mcasey@rossfellercasey.com;
rgoldgen@rossfellercasey.com
12. Zhejiang Constant Engine Trade Payables $1,975,149
Yueying Road Paojiang Ind Comp Park
Shaoxing 130 CN 312000
Attn: Meng Yang, Eric Yin
Tel: +86 13957551800
1-909-680-9096
Email: mengy@zjconstant.com
ericyin@zjconstant.com
13. Anthem Blue Cross Employee $1,756,287
Blue Shield Medical
1671 W Streetsboro Rd Insurance
Peninsula, OH 44264 Claims
Attn.: Emily Wilson
Tel: (708) 638-9355
14. Changzhou Globe Co Ltd. Trade Payables $1,519,651
No. 65 (3-4) Xinggang Road
Zhonglou Zone, Changzhou 100
CN 213023
Attn: Chen Yin
Tel: +86 15895061888
Email: yin@globetools.com
15. Metal Technologies Trade Payables $1,124,037
2260 Reliable Pkwy
Chicago, IL 60686-0022
Attn: Matt Fetter
Tel: (260) 572-2150
Email: mfetter@metal-technologies.com
16. Mazak Optonics Corporation Trade Payables $1,120,500
39003 Treasury CTR
Chicago, IL US 60694-9000
Attn.: Sherry Liu
Email: sliu@mazaklaser
17. Accurate Fabrication LLC Trade Payables $1,024,350
2050 Constitution Ave
Hartford, WI US 53027-8915
Attn: Dave Meixelsperger
Tel: (262) 670-9428 ext 204
Email: DaveM@accuratefab.net
18. Green Bay Packaging Inc. Trade Payables $969,440
BIN 53139
Milwaukee, WI US 53288-0001
Attn.: Roy Schneider
Tel: (920) 433-5230
Email: rschneider@gbp.com
19. Trend Technologies LLC Trade Payables $913,657
4626 Eucalyptus Ave
Chino, CA 91710
Attn: Brian Dickstein
Tel: (847) 640-2382
Email: bdickstein@trendtechnologies.com
20. Hoffer Plastics Corporation Trade Payables $884,545
Lock Box 6617 k131 S. Dearborn
Chicago, IL US 60678-6617
Attn: William Hoffer
Tel: (847)-741-5740
Email: hoffer@hofferpl.com
21. RR Donnelley & Sons Company Trade Payables $816,590
7810 Solution CTR
Chicago, IL US 60677-0001
Attn: William Gust
Tel: (713) 907-6432
Email: william.gust@rrd.com
22. Plastocon Inc Trade Payables $804,214
1200 W 2nd St
Oconomowoc, WI US 53066-3403
Attn: Joe Chmielewski
Tel: (262) 569-3131
Email: joe.c@plastocon.com
23. Wright Metal Products Trade Payables $681,857
Crates LLC
111 Franklin St
Lavonia, GA US 30553-4403
Attn: Clyde Edwards
Tel: (256) 239-6769
Email: cedwards@wmpcrates.com
24. Dantherm S.A. Trade Payables $656,981
Via Gardesana 11
37010 Pastrengo (VR), Italy
Tel: +39 045 6770533
Fax: +39 045 6770534
Email: info.it@dantherm.com
25. Dutchland Plastics LLC Trade Payables $618,560
54 Enterprise CT
Oostburgh, WI 53070-1656
Attn: Raka Rao
Tel: (920) 918-1855
Email: rakarao@dutchland.com
26. G H Tool & Mold Inc. Trade Payables $610,948
28 Chamber Dr
Washington, MO US 63090-5279
Attn: Michelle Stuckhoff
Tel: 636-231-6504
Email: michelle@ghtool.com
27. Pro Unlimited, Inc. Trade Payables $594,911
7777 Glades Road
Suite 208
Boca Raton, FL 33434
Tel: 800-291-1099
Email: information@prounlimited.com
28. A R North America Trade Payables $588,652
140 81st Ave NE
Minneapolis, MN US 55432-1770
Attn.: Jon Notch
Tel: (763) 398-6074
Email: JonN@arnorthamerica.com
29. CDW Limited Trade Payables $537,459
200 N Milwaukee Avenue
Vernon Hills, IL 43785
Attn: Bruce Kurkiewicz
Tel: 262-521-5660
Email: bruce.kurkiewicz@cdw.com
30. Leland Powell Fasteners LLC Trade Payables $527,367
288 Holbrook Drive
Wheeling, IL 60090
Tel: 812-689-8990
BRIGGS & STRATTON: Moody's Cuts PDR to D-PD on Bankruptcy Filing
----------------------------------------------------------------
Moody's Investors Service downgraded Briggs & Stratton
Corporation's probability of default rating to D-PD from Ca-PD
following the company's July 20, 2020 announcement that it has
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code [1]. Moody's also downgraded the company's
corporate family rating to Ca from Caa3, and the senior unsecured
debt rating (to C from Ca). The Speculative Grade Liquidity Rating
remains SGL-4. The ratings outlook was changed to stable from
negative.
Briggs & Stratton has also obtained $677.5 million in DIP
financing, with $265 million committed by KPS Capital Partners, LP
and the remaining $412.5 from the company's existing group of ABL
lenders. Briggs & Stratton also entered into a definitive stock and
purchase agreement with an affiliate of KPS to acquire
substantially all of the company's assets and assume certain
liabilities, subject to higher bids from other potential
purchasers.
"The downgrades reflect Briggs & Stratton's substantial earnings
decline and inability to generate positive annual free cash flow
which, exacerbated by the coronavirus outbreak, accelerated the
company's missed interest payment and ultimately, bankruptcy
filing," said Moody's Vice President, Gigi Adamo. "Absent the
bankruptcy filing, the expiration of the missed interest payment
grace period on the company's $195 million outstanding notes due
December 2020 would have allowed noteholders to accelerate the
payment of principal and accrued interest," Adamo added.
The following rating actions were taken:
Downgrades:
Issuer: Briggs & Stratton Corporation
Probability of Default Rating, Downgraded to D-PD from Ca-PD
Corporate Family Rating, Downgraded to Ca from Caa3
Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD5)
from Ca (LGD4)
Outlook Actions:
Issuer: Briggs & Stratton Corporation
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
The downgrade of the PDR to D-PD reflects the company's bankruptcy
filing. The rating downgrades and change in outlook to stable
reflects Moody's assessment of the expected loss rate for the
unsecured notes and the corporate enterprise overall upon ultimate
resolution of the default event.
Subsequent to its actions, Moody's will withdraw the ratings due to
Briggs & Stratton's bankruptcy filing.
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 actions reflect the
impact on Briggs & Stratton of the deterioration in credit quality
it has triggered given its exposure to the residential lawn care
sector, which has left it vulnerable to shifts in market demand and
sentiment in these unprecedented operating conditions.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.7.21
Headquartered in Wauwatosa, Wisconsin, publicly traded Briggs &
Stratton Corporation is the world's largest producer of gasoline
engines for outdoor power equipment and is a leading designer,
manufacturer and marketer of power generation, pressure washers,
lawn and garden, turf care and job site products. Engines are used
primarily by the lawn and garden equipment industry. Revenue for
the twelve months ended March 29, 2020 totaled $1.7 billion.
BRIGGS & STRATTON: S&P Downgrades ICR to 'D' on Bankruptcy Filing
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
small-engine manufacturer Briggs & Stratton Corp. (BGG) to 'D' from
'SD'. At the same time, S&P affirmed its 'D' issue-level rating on
the company's unsecured notes.
The downgrade reflects Briggs & Stratton's Chapter 11 bankruptcy
filing. S&P believed the filing was a result of the economic effect
of the coronavirus pandemic in fiscal 2020 after soft operating
performance during fiscal 2019 because of unfavorable weather and
the Sears bankruptcy. BGG has received commitments for $677.5
million in debtor-in-possession (DIP) financing from its existing
asset-based loan providers and KPS Capital Partners LP. Affiliates
of KPS have entered into an asset purchase agreement for
substantially all of BGG's assets as a stalking horse bidder. S&P
believes the DIP financing will allow the company to continue
operations during the sale process.
S&P expects to withdraw all its ratings on the company after 30
days.
BRUIN E&P: Moody's Cuts PDR to D-PD on Bankruptcy Filing
--------------------------------------------------------
Moody's Investors Service downgraded Bruin E&P Partners, LLC
Probability of Default Rating to D-PD from Ca-PD. Bruin's Ca
Corporate Family Rating and C senior unsecured notes rating were
affirmed. The outlook remains stable. These actions follow Bruin's
July 17, 2020 Chapter 11 filing.
Downgrades:
Issuer: Bruin E&P Partners, LLC
Probability of Default Rating, Downgraded to D-PD from Ca-PD
Affirmations:
Issuer: Bruin E&P Partners, LLC
Corporate Family Rating, Affirmed Ca
Senior Unsecured Regular Bond/Debenture, Affirmed C (LGD5)
Outlook Actions:
Issuer: Bruin E&P Partners, LLC
Outlook, Remains Stable
RATINGS RATIONALE
The Chapter 11 bankruptcy filing has resulted in a downgrade of
Bruin's PDR to D-PD, reflecting the company's default on its debt
agreements. Shortly following this rating action, Moody's will
withdraw all of Bruin's ratings.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Houston, Texas-based Bruin E&P Partners, LLC is a private
equity-backed exploration and production company with primary
operations in the Williston Basin Bakken in North Dakota.
BRUIN E&P: S&P Downgrades ICR to 'D' After Bankruptcy Filing
------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on oil and gas
exploration and production company Bruin E&P Partners LLC to 'D'
from 'CC'. S&P also lowered its issue-level rating on the company's
senior unsecured notes due 2023 to 'D' from 'C'. The recovery
rating on the notes remains '5', indicating its expectation of
modest (10%-30%; rounded estimate: 10%) recovery.
The downgrade follows Bruin's bankruptcy filing on July 17, 2020.
S&P expects to withdraw the ratings after 30 days.
Based on a press release from the company, its pre-packaged
restructuring is supported by over two-thirds of creditors and aims
to eliminate $840 million of debt. The bankruptcy process will be
funded by a $230 million debtor-in-possession (DIP) facility and
Bruin has secured committed exit financing in the form of a new
reserve-based lending facility with a $230 million initial
commitment. The company expects plan confirmation within 45 days.
BURNINDAYLIGHT LLC: Taps Better Properties as Broker
----------------------------------------------------
Burnindaylight LLC received approval from the U.S. Bankruptcy Court
for the Western District of Washington to employ Better Properties
NW as its broker.
The firm will assist in the sale of Debtor's property located at
18040 SE 256th St., Kent, Wash. Its services will be provided
mainly by Ben Lieurance who will receive a commission of 6 percent
of the sales price.
Mr. Lieurance does not represent any interest adverse to Debtor and
its bankruptcy estate, according to court filings.
Better Properties can be reached at:
Ben Lieurance
Better Properties NW
33710 9th Ave., South Ste. 4
Federal Way, WA 98003
Telephone: (253) 528-2222
About Burnindaylight
Burnindaylight, LLC, a privately held company in Renton, Wash.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Wash. Case No. 19-14587) on Dec. 19, 2019. At the time of the
filing, Debtor was estimated to have assets of between $1 million
and $10 million and liabilities of the same range. Judge Marc
Barreca oversees the case.
Debtor is represented by Darrel B. Carter, Esq., at CBG Law Group,
PLLC.
Debtor filed its Chapter 11 plan of reorganization and disclosure
statement on Feb. 12, 2020.
CEC ENTERTAINMENT: Akin Gump Represents Term Lender Group
---------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Akin Gump Strauss Hauer & Feld LLP submitted a
verified statement to disclose that it is representing the Ad Hoc
Lender Group in the Chapter 11 cases of CEC Entertainment, Inc., et
al.
The Ad Hoc Lender Group comprised of certain unaffiliated holders
of (i) the term loans and revolving loans outstanding under that
certain First Lien Credit Agreement, dated as of August 30, 2019,
among Debtor CEC Entertainment, Inc., as borrower, Debtor Queso
Holdings Inc., the Term Facility Lenders, the Revolving Facility
Lenders, Credit Suisse AG, Cayman Islands Branch, as administrative
agent, and other financial institutions party thereto and (ii) the
8.00% Senior Notes due 2022, issued by Debtor CEC Entertainment,
Inc. pursuant to that certain Indenture, dated as of February 19,
2014.
The Ad Hoc Lender Group engaged Akin Gump Strauss Hauer & Feld LLP
on April 14, 2020 to represent it in connection with a potential
restructuring of the Debtors.
Akin Gump represents only the Ad Hoc Lender Group. Akin Gump does
not represent the Ad Hoc Lender Group as a "committee" and does not
undertake to represent the interests of, and is not a fiduciary
for, any creditor, party in interest or other entity that has not
signed a retention agreement with Akin Gump. In addition, the Ad
Hoc Lender Group does not represent or purport to represent any
other entities in connection with the Debtors' chapter 11 cases.
As of July 8, 2020, members of the Ad Hoc Lender Group and their
disclosable economic interests are:
American Money Management Corp.
301 E. Fourth Street 27th Floor
Cincinnati, OH 45202
* First Lien Term Loans: $2,985,000
Arbour Lane Capital Management
777 3rd Avenue
14th Floor
New York, NY 10017
* First Lien Term Loans: $30,008,000
Arena Capital Advisors, LLC
12121 Wilshire Boulevard Suite 1010
Los Angeles, CA 90025
* First Lien Term Loans: $15,604,292.07
Ares Management LLC
2000 Avenue of the Stars 12th Floor
Los Angeles, CA 90067
* First Lien Term Loans: $4,974,999.98
Bank of Montreal
115 S. LaSalle Street 25th Floor
Chicago, IL 60614
* Revolving Loans: $19,000,000
BlueMountain Capital Management
Capital Management
280 Park Avenue 12th Floor
New York, NY 10017
* First Lien Term Loans: $9,950,000
Carlson Capital, L.P.
2100 McKinney Avenue, Suite 1800
Dallas, TX 75201
* First Lien Term Loans: $5,000,000
Catalur Capital Management, LP
60 East 42nd Street Suite 2107
New York, NY 10165
* First Lien Term Loans: $3,000,000
Citibank, N.A.
388 Greenwich Street
New York, NY 10013
* Revolving Loans: $10,000,000
Credit Suisse AG
Cayman Islands Branch
Eleven Madison Avenue
New York, NY 10010
* Revolving Loans: $25,000,000
Deutsche Bank New York
60 Wall Street
New York, NY 10005-2836
* Revolving Loans: $25,000,000
Fidelity Management & Research Co.
200 Seaport Blvd, V13H
Boston MA 02210
* First Lien Term Loans: $33,336,241
Fortress Investment Group LLC
1345 Avenue of the Americas
46th Floor
New York, NY 10105
* First Lien Term Loans: $10,000,000
GSO Capital Partners LP
GSO / Blackstone
Debt Funds Management LLC
345 Park Avenue
31st Floor
New York, NY 10154
* First Lien Term Loans: $58,063,250.15
Hill Path Capital
150 E. 58th Street 32nd Floor
New York, NY 10155
* First Lien Term Loans: $64,320,890
* Unsecured Notes: $29,962,000
Indaba Capital Fund, L.P.
One Letterman Drive
Building D, Suite DM700
San Francisco, CA 94129
* First Lien Term Loans: $49,255,507.85
ICG Debt Advisors
600 Lexington Avenue
New York, NY 10022
* First Lien Term Loans: $35,583,095.21
Jefferies Finance LLC
520 Madison Avenue 16th Floor
New York, NY 10022
* Revolving Loans: $5,000,000
J.H. Lane Partners Master Fund, LP
126 E. 56th Street Suite 1620
New York, NY 10022
* First Lien Term Loans: $4,241,854.63
Monarch Alternative Capital LP
535 Madison Avenue 26th Floor
New York, NY 10022
* First Lien Term Loans: $60,890,439
MSD Capital, L.P.
645 Fifth Avenue
21st Floor
New York, NY 10022-5910
* First Lien Term Loans: $24,875,000
MSD Partners, L.P.
645 Fifth Avenue
21st Floor
New York, NY 10022-5910
* First Lien Term Loans: $17,941,518.34
Octagon Credit Investors, LLC
250 Park Avenue 15th Floor
New York, NY 10177
* First Lien Term Loans: $38,220,000
Par Four Investment Management LLC
50 Tice Boulevard
Suite 314
Woodcliff Lake, NJ 07677
* First Lien Term Loans: $6,715,625
RFG-Clover LLC
1250 Fourth Street
5th Floor
Santa Monica, CA 90401
* First Lien Term Loans: $43,812,500
Second Lien LLC
200 Greenwich Avenue
Greenwich, CT 06830
* First Lien Term Loans: $59,700,000
UBS AG, Stamford Branch
600 Washington Blvd 10th Floor
Stamford, CT 06901
* Revolving Loans: $25,000,000
Wazee Street Capital Management
8101 E. Prentice Avenue Suite 610
Greenwood Village, CO 80111
* First Lien Term Loans: $5,502,250
Western Asset Management Company, LLC
385 E Colorado Boulevard
Pasadena, CA 91101
* First Lien Term Loans: $22,995,186
WhiteStar Asset Management
c/o Meredith Hinton
200 Crescent Court Suite 1175
Dallas, TX 75201
* First Lien Term Loans: $18,763,231.20
ZAIS Group LLC
101 Crawfords Corner Road Suite 1206
Holmdel, NJ 07733
* First Lien Term Loans: $20,404,968.67
Counsel to the Ad Hoc Lender Group can be reached at:
AKIN GUMP STRAUSS HAUER & FELD LLP
Marty L. Brimmage, Jr., Esq.
Lacy M. Lawrence, Esq.
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201
Telephone: (214) 969-2800
Facsimile: (214) 969-4343
Email: mbrimmage@akingump.com
llawrence@akingump.com
- and -
Ira S. Dizengoff, Esq.
Philip C. Dublin, Esq.
Jason P. Rubin, Esq.
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
Email: idizengoff@akingump.com
pdublin@akingump.com
jrubin@akingump.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/D84p3N
About CEC Entertainment
CEC Entertainment -- http://www.chuckecheese.com/-- is a family
entertainment and dining company that owns and operates Chuck E.
Cheese and Peter Piper Pizza restaurants. As of Dec. 31, 2019, CEC
Entertainment and its franchisees operate a system of 612 Chuck E.
Cheese restaurants and 129 Peter Piper Pizza stores, with locations
in 47 states and 16 foreign countries and territories.
CEC Entertainment recorded a net loss of $28.92 million for the
year ended Dec. 29, 2019, compared to a net loss of $20.46 million
for the year ended Dec. 30, 2018. As of Dec. 29, 2019, CEC
Entertainment had $2.12 billion in total assets, $1.90 billion in
total liabilities, and $213.78 million in total stockholders'
equity.
On June 24, 2020, CEC Entertainment and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 20-33163). Judge Marvin Isgur oversees the
cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; FTI Consulting, Inc. as financial advisor; PJT Partners LP
as investment banker; Hilco Real Estate, LLC as real estate
advisor; and Prime Clerk, LLC, as claims, noticing and solicitation
agent.
CFS BRANDS: Moody's Cuts CFR to Caa1 & Sr. Secured Rating to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of CFS Brands,
LLC, including the corporate family rating to Caa1 from B3, the
probability of default rating to Caa1-PD from B3-PD, and the senior
secured debt rating to B3 from B2. The outlook was also changed to
negative from stable.
The rating action reflects Moody's expectation of weak liquidity
and deteriorating credit metrics through 2020 and into 2021, driven
by end market pressures from the negative effects of the
coronavirus and recessionary conditions, likely sustaining CFS's
financial leverage at elevated levels. Moody's views the
coronavirus as a social risk with significant negative implications
for the company's business, particularly the hard-hit foodservice
segment (about 60% of revenue), given public health and safety
concerns and the continuing uncertainty around the pandemic.
RATINGS RATIONALE
The ratings, including the Caa1 CFR, broadly reflect CFS's high
leverage and Moody's expectation of weakening earnings and cash
flow to be constrained by challenged and increasingly uncertain key
end markets, particularly given the company's high exposure to the
restaurant industry. Moody's anticipates the company's top line
would decline at least 18% to 20% this year, driven primarily by
the restaurant supply segment, which could be down over 35% in
2020. This will negatively impact credit metrics into 2021,
including Debt/EBITDA (after Moody's standard adjustments) likely
to approach the mid 7x range through 2021, with a gradual economic
recovery. This is elevated for CFS's business risk. Although the
company's foodservice products have relatively short replacement
cycles (averaging about 1 year), the coronavirus creates
considerable uncertainty around a full resumption of demand for its
products. Given this, a meaningful recovery seems unlikely in the
near term. Further, the ratings anticipate continued growth from
the health-care and janitorial & sanitation businesses combined,
which have better margins than foodservice, and the ratings could
be pressured if Moody's expectations for these non-restaurant
segments weaken.
Moody's believes CFS will be affected negatively because capital
and supply spending by customers will remain challenged for some
time as restaurant activity is likely to remain limited in the face
of recessionary pressures and the pandemic. CFS also faces earnings
and margin headwinds from competitive pricing pressure and
commodity price volatility. As well, the mature and competitive
nature of the company's markets limits material prospects for
organic margin enhancement. Given these factors and even with
working capital released from lower sales, Moody's expects negative
to about breakeven free cash flow into 2021.
CFS has well-recognized brands and long-term customer relationships
that support recurring demand for its products. The revenue
diversification provided by the company's healthcare and JanSan
segments provides some offset to the weakness in the foodservice
business, particularly with a spike in demand for dispensers and
hygiene products. CFS has undertaken cost reduction measures,
including headcount reductions, to help offset the earnings
pressures and coronavirus impacts. These measures and efficiency
initiatives undertaken over the past year should support at least
low to mid-teens range EBITA margins over the next year.
Moody's views the company's liquidity as weak given expected
demands on cash and earnings pressures to constrain free cash flow
generation over the next year, and modest cash. The cash balance of
about $63 million (as of June 2020), boosted following a full draw
of CFS's $60 million revolver, likely will be consumed by working
capital requirements and a ramp in capital spending with a pickup
in business activity, and potential acquisitions. Given these
factors, Moody's views cash sources as providing limited
flexibility to contend with weaker earnings in an uncertain
environment.
From a corporate governance perspective, the company's high
financial leverage partly reflects its private equity ownership and
continuing high risk of aggressive financial policies, including
acquisitions that could be funded with debt and further weaken the
metrics or liquidity. The company also has had a limited history of
operating as standalone company.
The negative outlook reflects Moody's expectation of weak liquidity
and profitability to deteriorate into 2021 amid the anticipated
earnings headwinds and lingering uncertainty as to the duration and
magnitude of the coronavirus on the company's business and end
markets.
Moody's took the following actions on CFS Brands, LLC:
Corporate Family Rating, downgraded to Caa1 from B3
Probability of Default Rating, downgraded to Caa1-PD from B3-PD
Senior Secured Bank Credit Facility, downgraded to B3 (LGD3) from
B2 (LGD3)
Outlook changed to Negative from stable
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings are unlikely to be upgraded until demand and sales
volumes broadly increase along with a sustained improvement in
business conditions and end market fundamentals. Over time, the
ratings could be upgraded with expectations of stronger liquidity,
including consistent positive free cash flow generation, with
amounts applied to debt reduction, and ample revolver availability.
This would be accompanied by sustained organic revenue growth while
improving margins, such that debt/EBITDA is expected to approach 6x
and free cash flow to debt at least in the low-to mid-single digits
(ratios inclusive of Moody's standard adjustments), on a sustained
basis.
The ratings could be downgraded if Moody's expects liquidity to
deteriorate, including lower than expected cash or free cash flow
generation, or covenant pressure. The ratings could also be
downgraded with weaker growth prospects for the healthcare and
JanSan businesses or if the foodservice business is expected to
decline more than currently anticipated. Downward ratings pressure
is also possible with expectations of weakening operating
performance such that interest coverage metrics worsen, including
EBITA/interest sustained below 1x or a lack of progress with
meaningfully reducing debt/EBITDA leverage towards 7x.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
CFS Brands, LLC, based in Oklahoma, designs and manufactures
commercial foodservice, janitorial and sanitation products focused
primarily on the U.S. market. The company, a subsidiary of direct
holding parent CFSP Acquisition Corp., provides tabletop dining
supplies, food preparation, storage and handling as well as
cleaning and sanitation products to commercial foodservice,
hospitality, healthcare and other customers. Revenues approximated
$390 million for the last twelve months ended March 31, 2020. CFS
was carved out of Carlisle Companies Inc. in 2018 and became a
portfolio company of private equity firm The Jordan Company, L.P.
CHENIERE ENERGY: S&P Alters Outlook to Negative, Affirms 'BB' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Cheniere Energy Inc.
(CEI) to negative from stable, and affirmed its 'BB' long-term
issuer credit and issue-level ratings on the company.
At the same time, S&P revised its outlook on Cheniere Energy
Partners L.P. (CQP) to negative from stable, and affirmed its 'BB'
long-term issuer credit and issue-level ratings on the
partnership.
The decision to repurchase and convert convertible debt with debt
and not equity delays deleveraging plans. Cheniere has two
convertible senior debt issues outstanding on a consolidated basis.
One is at the CEI level, with approximately $1.5 billion
outstanding due in 2021. The other is at CCH Holdco II, with about
$1.3 billion due in 2025. S&P's base-case assumption was that the
CEI issue due in 2021 would be redeemed in 2020 using equity, and
the issue due in 2025 would be redeemed in 2021, also using equity.
This assumption was based on the previously stated intention of CEI
to redeem or convert both issues with equity. The company began
this process in February and redeemed approximately $300 million of
the CCH Holdco II senior notes due in 2025 with existing cash.
However, CEI has decided to repurchase the remaining 2025 notes and
convert the 2021 notes using debt instead of equity, including $844
million of 2021 notes repurchased in July 2020. This was effected
through drawing down on a 3-year delayed-draw term loan A that was
recently put into place for this purpose.
The use of debt instead of equity to repurchase and convert the
senior notes results in consolidated debt at CEI remaining elevated
for a longer period than previously forecast.
Although S&P expected debt-to-EBITDA to be elevated in 2019, its
previous forecast was that this metric would fall to under 6.5x in
2020. This transaction results in debt-to-EBITDA remaining above
S&P's downside trigger of 6.5x for a year longer, with
debt-to-EBITDA expected to be about 8.0x for 2020. However, the
company has stated that the repurchase and conversion does not
detract from its financial policy of delevering the overall
Cheniere complex with the intention of reducing debt-to-EBITDA to
levels consistent with an investment-grade rating.
S&P expectd that CEI will use existing excess cash flow to begin to
repay debt and further anticipate that this will continue to
increase once Train 3 at Cheniere Corpus Christi Holdings LLC(CCH)
and Train 6 at Sabine Pass Liquefaction LLC (SPL) come on line in
2021 and 2023, respectively. Nevertheless, notwithstanding this
expectation, credit metrics remain elevated.
Business risk remains strong with additional trains to come online.
S&P believes that CEI's business risk profile remains strong. The
company has strong predictability of volume deliveries through its
long-term sales and purchase agreements. These contracts span
approximately 20 counterparties, which are almost all
investment-grade entities. The contracts have a weighted-average
remaining life of approximately 19 years. In addition, CEI is the
largest developer of North American liquefied natural gas (LNG)
export terminals and is forecast to be the second-largest LNG
operator globally. Finally, the company's operating efficiency has
improved, as maintenance capital spending per unit is relatively
low, and will continue to improve once Train 3 at CCH and Train 6
at SPL come on line.
Cheniere Energy Inc.
The negative outlook reflects S&P's expectation that the company's
credit metrics will remain elevated longer than previously
forecast, based on the use of debt instead of equity to partially
repurchase and convert the two issues of convertible debt. S&P
continues to assume the completion of the additional trains at SPL
and CCH will be on time and within budget. It believes that the
additional trains will further strengthen the company's ability to
service debt and allow it to continue with its stated deleveraging
plans. S&P expects that debt-to-EBITDA will be elevated in 2020 and
will revert to about 6.5x in 2021.
"We could lower the rating if the projects currently under
construction do not finish on time and within budget, or if the
company experiences an unanticipated interruption at its facility
that results in a material reduction in cash flow. We could also
take a negative rating action if the company were to reduce its
commitment to deleveraging or undertake additional leverage that
resulted in debt–to-EBITDA remaining above 6.5x by the end of
2021," S&P said.
"We could revise the outlook to stable if we see that the company
continues its deleveraging plan such that debt-to-EBITDA in our
forecast is below 6.5x," the rating agency said.
Cheniere Energy Partners L.P.
Given the nature of the relationship of CQP and CEI, the outlook on
CQP reflects the outlook for CEI.
S&P could lower the rating on CQP if it lowered the rating on CEI.
S&P could revise the outlook to stable if it revised the outlook on
CEI.
COLUMBUS OIL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Columbus Oil & Gas LLC
6436 Lakeshore Road
Fort Gratiot, MI 48059
Business Description: Columbus Oil & Gas LLC is an oil exploration
and development company.
Chapter 11 Petition Date: July 19, 2020
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 20-47870
Judge: Hon. Maria L. Oxholm
Debtor's Counsel: David R. Heyboer, Esq.
HEYBOER LAW PLC
3051 Commerce Drive
Suite 1
Fort Gratiot, MI 48059
Tel: 810-982-9800
E-mail: heyboerlaw@gmail.com
Total Assets: $3,498,983
Total Liabilities: $25,988,658
The petition was signed by Charles U. Lawrence, manager.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/9KfEJs
COOL HOLDINGS: Kaufman Rossin & Co. Raises Going Concern Doubt
--------------------------------------------------------------
Cool Holdings, Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$21,016,000 on $30,385,000 of net sales for the year ended Dec. 31,
2019, compared to a net loss of $27,271,000 on $11,615,000 of net
sales for the year ended in 2018.
The audit report of Kaufman, Rossin & Co., P.A. states that the
Company’s significant operating losses raise substantial doubt
about its ability to continue as a going concern.
The Company's balance sheet at Dec. 31, 2019, showed total assets
of $27,849,000, total liabilities of $37,873,000, and a total
stockholders' deficit of $10,024,000.
A copy of the Form 10-K is available at:
https://is.gd/MYETzV
Cool Holdings, Inc., formerly known as InfoSonics Corporation --
http://www.coolholdings.com/-- is a Miami-based company currently
comprised of Simply Mac and OneClick, two chains of retail stores
and an authorized reseller under the Apple Premier Partner, APR
(Apple Premium Reseller) and AAR MB (Apple Authorized Reseller
Mono-Brand) programs and Cooltech Distribution, an authorized
distributor to the OneClick stores and other resellers of Apple
products and other high-profile consumer electronic brands.
COUNTERPATH CORPORATION: Posts $1.1-Mil. Net Loss in Fiscal 2020
----------------------------------------------------------------
CounterPath Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K, reporting a net loss of
$1.10 million on $12.10 million of total revenue for the year ended
April 30, 2020, compared to a net loss of $5.01 million on $10.76
million of total revenue for the year ended April 30, 2019.
As of April 30, 2020, the Company had $13.65 million in total
assets, $11.61 million in total liabilities, and $2.04 million in
total stockholders' equity. As at April 30, 2020, the Company had
$2.4 million in cash, compared to $1.9 million as at April 30,
2019.
BDO Canada LLP, in Vancouver, British Columbia, the Company's
auditor since 2006, issued a "going concern" qualification in its
report dated July 16, 2020, citing that the Company has incurred
losses and has an accumulated deficit of $69,677,656 as of April
30, 2020. These events and conditions, along with other matters,
raise substantial doubt about its ability to continue as a going
concern.
Counterpath said, "The full impact of the COVID-19 outbreak
continues to evolve as of the date of this Annual Report on Form
10-K. As such, it is uncertain as to the full magnitude that the
pandemic will have on the Company's financial condition, liquidity,
and future results of operations. Management is actively
monitoring the global situation and its impact on the Company's
financial condition, liquidity, operations, suppliers, industry,
and workforce. Given the daily evolution of the COVID-19 outbreak
and the global responses to curb its spread, the Company is not
able to estimate the effects that the COVID-19 outbreak will have
on its results of operations, financial condition, or liquidity for
fiscal year 2021. As of the date of this Annual Report on Form
10-K the Company has not experienced meaningful delays in securing
new customers and related revenues, significant cancellations of
existing contracts, or meaningful delays in payments from existing
customers, however, the longer this pandemic continues there may be
additional impacts. Although the Company cannot estimate the
length or gravity of the impact of the COVID-19 outbreak at this
time, if the pandemic continues, it may have a material adverse
effect on the Company's results of future operations, financial
position, liquidity, and capital resources, and those of the third
parties on which Company's relies in fiscal year 2021."
Fourth Quarter Fiscal 2020 Financial Highlights
* Revenue of $4.0 million for the fourth quarter of fiscal
2020, an increase of 42% compared to revenue of $2.8 million
for the fourth quarter of fiscal 2019.
* Subscription, support and maintenance revenue (revenue of a
recurring nature) for the fourth quarter of fiscal 2020 grew
by 25% year-over-year to $1.8 million.
* Billings (revenue plus change in deferred revenue) increased
by 79% to $5.0 million for the fourth quarter of fiscal
2020, compared to $2.8 million for the fourth quarter of
fiscal 2019.
* Gross margin of 85% in the fourth quarter of fiscal 2020,
compared to gross margin of 85% in the fourth quarter of
fiscal 2019.
* Income from operations of $0.8 million for the fourth
quarter of fiscal 2020, compared to loss from operations of
$1.0 million for the fourth quarter of fiscal 2019.
* Non-GAAP income from operations of $0.9 million for the
fourth quarter of fiscal 2020, compared to non-GAAP loss
from operations of $0.9 million for the fourth quarter of
fiscal 2019.
* Net income of $0.9 million, or $0.15 per share for the
fourth quarter of fiscal 2020, compared to net loss of $0.9
million, or $0.15 per share, for the fourth quarter of
fiscal 2019.
* Non-GAAP net income of $0.8 million, or $0.13 per share for
the fourth quarter of fiscal 2020, compared to non-GAAP net
loss of $1.0 million, or $0.16 per share, for the fourth
quarter of fiscal 2019.
Management Commentary
"Through the recently completed fiscal year, we experienced
improvement in operations topped off by a strong fourth quarter,"
said David Karp, CEO. "Our operating performance improved by $4.4
million over the year due to revenue growth and reduced costs. I
am proud of how our team responded this year, adjusting to
challenging circumstances while continuing to grow revenue. The
fourth quarter resulted in the highest quarterly billings level in
the Company's history, driven by strong demand for our products to
enable remote working. We achieved record recurring revenue of
$6.3 million during the year, which will better position the
Company for the future. We also announced a partnership to equip
Honeywell handheld devices in various vertical markets, including
health care, manufacturing, retail, and transportation with our
unified communications applications. While we expect to carry
forward momentum gained from the recent fourth quarter, we see our
business settling and there continues to be uncertainty with
respect to the outlook given the disruption to the economy that
COVID-19 has caused."
"In fiscal 2021, we expect to continue to benefit from the
acceleration of the work at home movement. According to Nemertes
Research, 71% of U.S. businesses are likely to continue to support
work at home programs after the pandemic. Our focus in fiscal 2021
will be to continue growing our recurring revenue business. We
will increase recurring revenue through the sale of Bria Solo, Bria
Teams, and Bria Enterprise subscription offerings through our
e-store, direct sales team, and channel partners. We will also
focus on high-value vertical markets like call center, healthcare
and retail where we can differentiate our solution through
interoperability, configurability and security," continued Karp.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/OPNJ7V
About CounterPath
Headquartered in British Columbia, Canada, CounterPath Corporation
-- counterpath.com -- designs, develops, and sells software and
services that enable enterprises and telecommunication service
providers to deliver Unified Communications & Collaborations (UCC)
solutions to their end users. Its offerings include softphones
that support HD voice/video calling, messaging, and presence from a
wide range of call services and VoIP services, as well as hosted
services for team voice, messaging, presence, video conferencing
and screen sharing functionality, over Internet Protocol (IP) based
networks.
COVIA HOLDINGS: Paul Weiss, Porter Represent Term Lender Group
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Porter Hedges LLP submitted a verified statement that it is
representing the Ad Hoc Group of Term Loan Lenders in the Chapter
11 cases of Covia Holdings Corporation, et al.
In March 2020, the Ad Hoc Group of Term Loan Lenders retained Paul,
Weiss to represent it as counsel in connection with a potential
restructuring of Covia and its affiliated debtors in the Chapter 11
Cases In June 2020, the Ad Hoc Group of Term Loan Lenders retained
Porter Hedges to serve as its Texas counsel with respect to such
matters.
As of July 8, 2020, members of the Ad Hoc Group of Term Loan
Lenders and their disclosable economic interests are:
Anchorage Capital Group, L.L.C.
610 Broadway, 6th Fl.
New York, NY 10012
* Term Loans: $308,225,537.38
Angelo, Gordon & Co., L.P.
245 Park Avenue
New York, NY 10167
* Term Loans: $34,231,428.67
Carlyle Investment Management LLC
520 Madison Avenue
New York, NY 10022
* Term Loans: $83,616,792.68
CBAM Partners, LLC
51 Astor Place 12th Floor
New York, NY 10003
* Term Loans: $88,751,657.72
* Shares of Existing Equity Interests: 199,002 Shares
HPS Investment Partners, LLC
40 West 57th Street, 33rd Floor
New York, NY 10019
* Term Loans: $46,233,674.93
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas, 26th Floor
New York, NY 10036
* Term Loans: $51,009,468.63
MJX Asset Management, LLC
12 E 49th Street, 38th Floor
New York, NY 10017
* Term Loans: $46,809,014.12
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Floor
Los Angeles, CA 90071
* Term Loans: $34,986,970.44
Voya Investment Management Co. LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
* Ter Loans: $103,435,038.00
The Ad Hoc Group of Term Loan Lenders, through its undersigned
counsel, reserves the right to amend or supplement this Verified
Statement as necessary for that or any other reason in accordance
with the requirements set forth in Bankruptcy Rule 2019.
Counsel for the Ad Hoc Group of Term Loan Lenders can be reached
at:
John F. Higgins, Esq.
M. Shane Johnson, Esq.
Megan N. Young-John, Esq.
Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
Email: jhiggins@porterhedges.com
sjohnson@porterhedges.com
myoung-john@porterhedges.com
- and -
Brian S. Hermann, Esq.
Andrew M. Parlen, Esq.
Kyle J. Kimpler, Esq.
Diane Meyers, Esq.
Sean A. Mitchell, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 373-3000
Fax: (212) 757-3990
Email: bhermann@paulweiss.com
aparlen@paulweiss.com
kkimpler@paulweiss.com
dmeyers@paulweiss.com
smitchell@paulweiss.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/QekL1r
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 oversees 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: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in the Chapter 11 cases of Covia Holdings Corp.
and its affiliates.
The committee members are:
1. Banc of America Leasing & Capital, LLC
135 LaSalle St.
Chicago, IL 60603
Attention: Todd Wittenberg, Sr. VP
312-828-1608
todd.wittenberg@bofa.com
2. Pension Benefit Guaranty Corp.
1200 K St., NW
Washington, D.C. 20005
Attention: Cassandra Guichard
202-229-4923
Guichard.cassandra@pbgc.gov
Attention: John Menke
202-229-3059
Menke.john@pbgc.gov
3. SMBC Rail Services, LLC
300 S. Riverside Plaza, Suite 1925
Chicago IL 60606
Attention: Timothy D. Stevens, Chief Risk Mgr.
312-543-1185
tim.stevens@smbcrail.com
4. GATX Corporation
233 South Wacker Dr.
Chicago, IL 60606
Attention: Michael J. Maffei
312-621-4578
michael.maffei@gatx.com
5. Rango, Inc.
4215 E. McDowell Rd., Ste. 201
Mesa, AZ 85215
Attention: Cory Ellsworth
602-758-7987
cellsworth@rangoinc.com
6. AJ McDirtt, Inc.
1925 Maples Rd.
Dixon, IL 61071
Attention: John Lawrence
815-631-1606
john@ajmcdirtt.com
7. Twin Eagle Sand Logistics, LLC
8847 W. Sam Houston Parkway N
Houston, TX 77040
Attention: Andy Branaugh, SVP
832-776-0512
Andy.Branaugh@twineagle.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
Covia Holdings Corporation
Independence, Ohio-based Covia Holdings Corporation provides
diversified mineral-based and material solutions for the energy and
industrial markets. It produces 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 and its affiliates filed Chapter 11 petitions
(Bankr. S.D. Tex. Lead Case No. 20-33295) on June 29, 2020. At the
time of the filing, Debtors disclosed $2,504,740,814 in
assets and $1,903,952,839 in liabilities.
Judge Marvin Isgur presides over the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as legal counsel; Jackson Walker, LLP as
co-counsel; Kobre & Kim, LLP as special litigation counsel; PJT
Partners, LP as investment banker; Alipartners, LLP as financial
advisor; and Prime Clerk, LLC as claims and noticing agent.
DASHCO INC: First Amended Plan Filed
------------------------------------
Dashco, Inc., filed with the U.S. Bankruptcy Court for the Central
District of Illinois its First Amended Plan of Reorganization for
Small Business under Chapter 11, Subchapter V.
According to the Plan, most of the Debtor's assets will be used to
pay debt owed to Morton Community Bank and the IRS. The Debtor
will continue to pay two of the debts owed to the bank directly
with contract interest at the contract payment amount until the
full balance is paid. With respect to a third bank debt, the claim
will be paid within three years with interest at 5.25%.
The IRS debt will be paid within five years from the plan effective
date.
The Debtor does not propose any distribution to unsecured,
non-priority claims, as the Debtor asserts that it has no projected
disposable income beyond that necessary to fund payment to the bank
and the IRS.
The Debtor proposes that pre-petition equity security holders will
hold the same equity position in the reorganized Debtor.
The Debtor's financial projections show it will have projected
disposable income (as defined by Sec. 1191(d) of the Bankruptcy
Code) for the period described in Sec. 1191(c)(2) of $0. The final
Plan payment is expected to be paid on September 1, 2025.
Robert E. Eggmann has been appointed as sub-chapter V trustee for
Daschco. He is being paid at an hourly rate of $410 for his
services and reimbursed for any actual and necessary expenses
incurred.
He can be reached at:
Robert E. Eggmann
CARMODY MACDONALD
2227 Illinois Route 157
Edwardsville, IL 62025
Tel: (618) 222-1900
E-mail: reetrustee@carmodymacdonald.com
A copy of the First Amended Plan is available at
https://is.gd/Cs7I7N from PacerMonitor.com.
About Dashco Inc.
Dashco Inc., doing business as Rainguard --
https://www.rainguardinc.com/ -- is a family-owned business engaged
in installing siding, windows, soffits and gutters. It has an
insulation division designed to provide customers with energy
savings for their homes.
Dashco sought Chapter 11 protection (Bankr. C.D. Ill. Case No.
19-81229) in Peoria, Ill., on Aug. 28, 2019. In the petition
signed by Debra S. Belfield, president, the Debtor was estimated to
have assets ranging from $100,000 to $500,000 and liabilities
ranging from $1 million to $10 million. Judge Thomas L. Perkins
oversees the case. Rafool, Bourne & Shelby, P.C. is the Debtor's
legal counsel.
ECNOMPASS HEALTH: Moody's Affirms Ba3 CFR, Outlook Stable
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Moody's Investors Service affirmed the ratings of Encompass Health
Corp., including the Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Rating. The rating agency also affirmed the
Baa3 ratings on Encompass' senior secured revolving credit facility
and term loan, and the B1 ratings on the existing unsecured notes.
There is no change to the SGL-1 Speculative Grade Liquidity Rating.
The outlook is stable.
The affirmation reflects Moody's expectation for relatively
resilient volume trends across Encompass' inpatient rehabilitation
facility, home health, and hospice businesses as the COVID-19
pandemic continues. The affirmation also indicates Encompass'
social risk, reflective of its high Medicare payer concentration
and the ongoing risk of future Medicare reimbursement cuts to
inpatient rehabilitation and home health services. Finally, the
affirmation reflects favorable governance considerations, given
that Encompass' financial policies are more conservative than most
of its hospital peers, with adjusted debt/EBITDA generally
maintained below 4.0 times.
Ratings affirmed:
Encompass Health Corp.
Corporate Family Rating at Ba3
Probability of Default Rating at Ba3-PD
Senior secured revolving credit facility expiring 2024 at Baa3
(LGD1)
Senior secured term loan due 2024 at Baa3 (LGD1)
Unsecured notes due 2023 at B1 (LGD4)
Unsecured notes due 2024 at B1 (LGD4)
Unsecured notes due 2025 at B1 (LGD4)
Unsecured notes due 2028 at B1 (LGD4)
Unsecured notes due 2030 at B1 (LGD4)
The outlook is stable.
RATINGS RATIONALE
Encompass Health's Ba3 Corporate Family Rating reflects the
company's high exposure to Medicare reimbursement and the potential
for adverse changes to Medicare rates for the company's services.
Moody's believes that reimbursement for post-acute services could
evolve in a way that would pressure Encompass' margins. That said,
Encompass has been making significant investments in IT and data
analytics that Moody's believes will help it gain operating and
cost efficiencies. This will better position Encompass to absorb
potential pressures associated with an evolving post-acute
reimbursement landscape. The Ba3 CFR also reflects the company's
considerable scale in the inpatient rehabilitation sector and good
geographic diversification. Given the near-term coronavirus
headwinds, Moody's expects that Encompass' financial leverage will
be temporarily elevated prior to debt/EBITDA declining to around 4
times during the next 12-18 months.
The stable outlook reflects Moody's expectation that Encompass will
maintain solid credit metrics but will also remain highly reliant
on Medicare and vulnerable to potential reimbursement changes.
Moody's expects that the company's operating performance will be
moderately affected by the coronavirus outbreak, albeit much less
so than acute care hospitals. Acute care hospitals across the US
have postponed or canceled non-essential elective surgical
procedures and experienced significant volume declines in their
emergency rooms. While the vast majority of patients in IRFs are
recovering from severe medical conditions, such as strokes (as
opposed to elective surgeries), the lower acute care hospital
volumes have in turn resulted in lower volumes at Encompass' IRFs
to some degree. Further, reduced access to assisted living
facilities that had been in lockdown caused Encompass' home health
admissions to decline and challenged Encompass' ability to provide
in-person care to existing home health patients. Shelter at home
orders also likely delayed the onset of new hospice admissions.
From a governance perspective, the company operates with moderate
financial policies, particularly relative to its rated peers.
The company's SGL-1 Speculative Grade Liquidity Rating reflects its
very good liquidity, supported by stable, strong free cash flow and
significant availability under its revolver.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if operating performance weakens or
if liquidity declines significantly, or if Moody's expects adverse
developments in Medicare reimbursement for IRFs or home
health/hospice. Specifically, a downgrade could occur if Encompass
is expected to sustain debt/EBITDA above 4 times.
The ratings could be upgraded if the company's debt/EBITDA
approaches 3 times. Greater levels of business diversity or
increased visibility into prolonged stability of Medicare
reimbursement for key business lines could also support an
upgrade.
Headquartered in Birmingham, Alabama, Encompass Health Corporation
is the largest operator of inpatient rehabilitation facilities.
Encompass also provides home health and hospice services. Revenues
are approximately $4.7 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
EMPIRE RESORTS: S&P Assigns 'B+' Long-Term ICR; Outlook Stable
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S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to New York-based casino operator Empire Resorts, Inc. and its 'B+'
issue-level rating and '3' recovery rating to the company's
proposed US$475 million senior secured notes due 2025.
The company will use the note proceeds to repay existing bridge
loans, fund its debt service reserve account, and boost liquidity.
"The rating on Empire reflects our view that the company's capital
structure is not sustainable on its own, but we expect Genting to
provide ongoing and extraordinary support," S&P said.
S&P expects cash flow from operations to stay negative in the
forecast period to 2023, and the shortfall in cash needs to be
supported by ongoing capital injection from Genting Malaysia.
Empire had a cash balance (excluding cash set aside for interest
reserve account) of US$18.2 million as of March 31, 2020, which can
support liquidity needs for about three months, based on a cash
burn rate of about US$5 million on a zero-revenue scenario. To
support the liquidity shortfall, Genting Malaysia injected US$25
million into Empire in March 2020 and US$15 million in June 2020.
Although proceeds from the proposed notes can improve Empire's
liquidity position to support a zero-revenue scenario cash burn in
excess of 12 months, S&P expects timely capital injection from
Genting to support Empire's liquidity as the rating agency
forecasts discretionary cash flow to stay negative in 2021 and
2022.
While Empire is not consolidated within the Genting group, S&P
expects Empire to receive extraordinary support to maintain the
group's brand and reputation. Empire operates under the Resorts
World brand, which is closely associated with Genting's brand and
reputation. S&P believes Genting has the ability and willingness to
provide support to Empire to turn around its business; preserving
and demonstrating support for its projects would be important in
winning new licenses, including its plans to develop a live-table
games casino in New York City, and maintaining the viability of
future developments. S&P also believes Genting's plan to bring its
U.S. operations under one umbrella--GenUSA--will enhance its
Resorts World brand in the U.S. market and assist in
cross-marketing efforts through Genting's development in Las Vegas
and existing operations at Resorts World New York City. Empire has
a keepwell agreement with Genting Malaysia and Kien Huat Realty,
and both have demonstrated support to group entities in the past.
Despite Empire's leaner cost structure, revenue streams have yet to
stabilize given location and surrounding competition. The
relatively new gaming project (opened in February 2018) has failed
to effectively ramp up operations and attract sufficient visitation
due to the high level of entrenched, high-quality gaming supply in
the northeastern part of the U.S. In the VIP segment. Empire's
Resorts World Catskill (RWC) must compete with the Connecticut
tribal casinos, (Foxwoods and Mohegan Sun) and multiple properties
in Atlantic City. In the mass-market segment, in addition to
Connecticut and Atlantic City, RWC also competes against properties
in Pennsylvania and properties with electronic gaming machines in
New York. The MGM Springfield (Massachusetts) and recently opened
Encore Boston Harbor further increase gaming supply and competition
in the region.
The company's reliance on a single asset in a region that it hopes
to revive adds to cash flow risks. Catskills has seen low tourist
visitation in recent years and RWC is hoping to be the first in a
series of investments aimed at revitalizing the region and making
it a top tourist destination. The region has seen many hotel and
retail closings as a result of the decline in visitors to the
region. S&P expects Empire to boost visitor numbers through
cross-marketing with Genting and more targeted marketing by using
its database, although the upside might not be significant given
the asset location.
The impact of COVID-19 on Empire is severe. RWC has been closed
since mid-March 2020 by government orders in an effort to contain
COVID-19.
"We believe the operating environment remains highly uncertain.
Business recovery remains questionable with casino reopening dates
unknown and the COVID-19 situation evolving in the state of New
York. We reiterate that Empire's survivability is based on our
belief that Genting will continue to provide timely support," S&P
said.
S&P expects the company's EBITDA to turn positive in 2021, but its
credit metrics are likely to remain weak. It anticipates casinos to
reopen in the next three to six months, and that 2021 revenue would
recover largely to the level of 2019 as Empire continues to boost
its targeted marketing efforts. In S&P's view, Empire can achieve
cost-cutting initiatives and some synergies easily. S&P forecasts
Empire's EBITDA at US$15 million-US$16 million in 2021, from a loss
of US$24.4 million in 2019. It expects EBITDA interest coverage to
stay below 0.5x in 2021 and 2022, and debt-to-EBITDA leverage to
stay above 20x in 2022.
S&P acknowledges a high degree of uncertainty about the evolution
of the coronavirus pandemic. The consensus among health experts is
that the pandemic may now be at, or near, its peak in some regions
but will remain a threat until a vaccine or effective treatment is
widely available, which may not occur until the second half of
2021.
"We are using this assumption in assessing the economic and credit
implications associated with the pandemic. As the situation
evolves, we will update our assumptions and estimates accordingly,"
S&P said.
"The stable outlook on Empire reflects our view that the company
will receive ongoing and extraordinary support from Genting group
on a timely basis. It also reflects our expectation that once
Empire's operations resume within the next three to six months, the
company will improve its operating performance while realizing its
cost reduction plans and appropriately managing its refinancing
plans," the rating agency said.
S&P may lower the ratings if it believes: (1) Genting group or Kien
Huat would not make further capital injections into Empire to
provide timely liquidity support for its interest obligations; or
(2) ongoing and extraordinary group support from Genting will
weaken.
Rating upside for Empire is limited for the foreseeable future. S&P
could ultimately raise the rating if Empire can demonstrate
meaningful improvement to its credit profile such that the company
generates positive free operating cash flow to support its cash
needs on a sustainable basis.
Empire is a holding company of various subsidiaries in the
hospitability and gaming sector. Its principal asset, Resorts World
Catskills--an integrated casino resort--is located in Monticello,
New York, and is wholly owned by Empire's subsidiary Montreign
Operating Company, LLC. RWC's amenities include luxury hotel rooms
and suites, a casino and entertaining complex. The resort is
approximately 140 kilometers from New York City.
Empire is a wholly owned subsidiary of Genting Empire Resorts LLC,
which in turn is 49% owned by Genting Malaysia Bhd. and 51% by Kien
Huat Realty, an affiliate of Kien Huat Realty Sdn. Bhd. which is
based in Malaysia. Genting Malaysia acquired approximately 38.3% of
Empire from Kien Huat in November 2019.
Kien Huat Realty Sdn. Bhd. owns 42.85% of Genting Bhd., which in
turn owns 49.5% of Genting Malaysia.
EMT EXPEDITED: Seeks to Hire Kenneth R. Jones as Legal Counsel
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EMT Expedited Logistics, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ The
Law Offices of Kenneth R. Jones, LLC as its bankruptcy counsel and
litigation counsel.
Jones will provide the following services in connection with
Debtor's Chapter 11 case:
(a) preparation and filing bankruptcy schedules, statement of
affairs and Chapter 11 plan;
(b) representation of Debtor at the meeting of creditors and
hearing on confirmation of the plan;
(c) representation of Debtor in adversary claims (other than
those that stemmed from the litigation currently pending in Harris
County, Texas, against a shareholder and his company STG Logistics,
Inc.) and other contested matters; and
(d) representation of Debtor in any disputes regarding
corporate authority filed in the bankruptcy matter.
The firm's services will be provided mainly by Kenneth Jones, Esq.,
who will charge an hourly fee of $300. Paralegals will be
compensated at the rate of $175 per hour.
The firm received the sum of $6,900 from Carolyn Miller, Debtor's
shareholder and director, which included the administrative fee and
filing fee.
Aside from bankruptcy-related services, the firm will also
represent Debtor in the litigation entitled EMT Expedited
Logistics, Inc. and Carolyn Miller v. Richard Ugron and STG
Logistics, Inc. (Case No. 2017-07886). The litigation is pending
in the 190th Judicial District Court of
Harris County, Texas.
Under the proposed contingency fee agreement, the firm will receive
35 percent of any recovery through trial and 40 percent upon appeal
of the matter to any appellate court.
Jones is a "disinterested person" within the meaning of Bankruptcy
Code Section 101(14).
The firm can be reached through:
Kenneth R. Jones, Esq.
The Law Offices of Kenneth R. Jones, LLC
3131 Eastside St., Ste 440
Houston, TX 77098
Telephone: (713) 225-1754
Facsimile: (713) 225-1828
Email: bjoneslaw@sbcglobal.net
About EMT Expedited Logistics
EMT Expedited Logistics, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-32943) on June 4,
2020, listing under $1 million in both assets and liabilities. The
petition was signed by Carolyn Miller, Debtor's shareholder and
director. Judge Christopher Lopez oversees the case. The Law
Offices of Kenneth R. Jones, LLC serves as Debtor's bankruptcy
counsel and litigation counsel.
EXTRACTECH LLC: Seeks to Hire Bruce Law Group as Litigation Counsel
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Extractech, LLC received approval from the U.S. Bankruptcy Court
for the District of Nevada to employ Bruce Law Group as litigation
counsel.
The firm's services will include:
(a) negotiating contracts for the purchase, processing and
sale of Debtor's products;
(b) assisting with various aspects of Debtor's business
operations including compliance with federal and state laws and
regulation;
(c) negotiating and implementing financing options for
Debtor;
(d) supporting Debtor, in connection with business litigation
matters, with any pending federal or state civil action in which it
is named as a plaintiff or defendant; and
(e) provide other general, corporate or litigation legal
services that may be required from time to time in the ordinary
course of Debtor's business during the administration of its
estate, including resolution of equity, debt and other matters.
The firm will be compensated at the hourly rate of $325.
Mark Bruce, Esq., at Bruce Law Group, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mark F. Bruce, Esq.
Bruce Law Group
5975 Home Gardens Drive
Reno, NV 89502
Telephone: (775) 624-1000
Facsimile: (775) 624-1003
Email: mbruce@brucelawgroup.com
About Extractech LLC
Extractech, LLC, a biotechnology company in Yerington, Nev., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case No. 20-50496) on May 12, 2020. The petition was signed by
David Neisingh, its manager. At the time of the filing, Debtor had
estimated assets of between $10 million and $50 million and
liabilities of $1 million and $10 million. Judge Bruce T. Beesley
oversees the case. Debtor has tapped the Law Offices of Alan R.
Smith as its bankruptcy counsel and Bruce Law Group as its
litigation counsel.
FEATHERSTONE DISTRIBUTION: Case Summary & 20 Unsecured Creditors
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Debtor: Featherstone Distribution LLC
1164 E 156th Street
Bronx, NY 10474
Business Description: Featherstone Distribution is a bread
wholesaler and distributor.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 20-42673
Debtor's Counsel: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM, PLLC
87 Walker Street, Second Floor
New York, NY 10013
Tel: 212-620-0938
E-mail: info@m-t-law.com
Total Assets: $2,500,596
Total Liabilities: $5,350,895
The petition was signed by Mark Rimer, chief executive officer.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor at:
https://is.gd/grQf8S
FELIX AVENUE NY: Voluntary Chapter 11 Case Summary
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Debtor: Felix Avenue NY 194 LLC
1688 Meridian Avenue
6th Floor, Ste 610
Miami Beach, FL 33139
Business Description: Felix Avenue NY 194 LLC is engaged in
activities related to real estate.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 20-72468
Judge: Hon. Louis A. Scarcella
Debtor's Counsel: Seth D. Weinberg, Esq.
HASBANI & LIGHT, P.C.
450 Seventh Avenue, Ste 1408
New York, NY 10123
Tel: 212-643-6677
Email: sweinberg@hasbanilight.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Yonel Devico, manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://is.gd/XhTEnn
FIRST CHOICE: Gets Approval to Hire Akerman as Legal Counsel
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First Choice Healthcare Solutions, Inc. and its affiliates received
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Akerman, LLP as their legal counsel.
The firm's services will include:
(a) advising Debtors with respect to their powers and duties
in the continued operation of their business;
(b) advising Debtors with respect to all general bankruptcy
matters;
(c) preparing legal papers and representing Debtors at
hearings;
(d) prosecuting and defending litigated matters that may arise
during Debtors' bankruptcy cases;
(e) negotiating transactions and preparing documentation
related thereto;
(f) representing Debtors on matters relating to the assumption
or rejection of executory contracts and unexpired leases; and
(g) advising Debtors with respect to general legal matters
which may arise during the pendency of their cases.
The firm's services will be provided mainly by Esther McKean, Esq.,
who has agreed to reduce her hourly rate to $436.50 from $485.
Ms. McKean and her firm are "disinterested persons" within the
meaning of Section 101(14) of the Bankruptcy Code, according to
court filings.
The firm can be reached through:
Esther A. McKean, Esq.
Akerman, LLP
425 S. Orange Ave. Suite 1200
Orlando, FL 32801
Telephone: (407) 423-4000
Facsimile: (407) 843-6610
Email: esther.mckean@akerman.com
About First Choice Healthcare Solutions
Headquartered in Melbourne, Fla., First Choice Healthcare Solutions
is implementing a defined growth strategy aimed at building a
network of localized, integrated care platforms comprised of
non-physician-owned medical centers, which concentrate on treating
patients in the following specialities: Orthopaedics, Spine
Surgery, Neurology, Interventional Pain Management and related
diagnostic and ancillary services in key expansion markets
throughout the Southeastern U.S. Visit https://www.myfchs.com for
more information.
First Choice Healthcare Solutions and its affiliates concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-03355) on June
15, 2020. The petitions were signed by Phillip J. Keller, interim
chief executive officer and chief financial officer. Judge Karen
S. Jennemann oversees the cases.
At the time of the filings, First Choice Healthcare Solutions had
total assets of $1,283,553 and total liabilities of $1,855,427;
First Choice Medical Group of Brevard, LLC had total assets of
$2,260,116 and total liabilities of $3,016,161; FCID Medical, Inc.
had total assets of $1,832,489 and total liabilities of $642,515;
and Marina Towers, LLC had total assets of $6,149,380 and total
liabilities of $6,558,440. Akerman LLP is the Debtors' counsel.
Debtors have tapped Akerman, LLP as their legal counsel.
FRESH MARKET: Moody's Hikes CFR & Senior Secured Rating to Caa1
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Moody's Investors Service upgraded the corporate family rating and
probability of default rating of The Fresh Market, Inc. to Caa1 and
Caa1-PD from Caa2 and Caa2-PD respectively. Moody's also upgraded
the rating of the company's senior secured notes to Caa1 from Caa2.
The outlook is stable.
"Fresh Market's topline and EBITDA had been improving for the last
year and got a further boost from pantry loading due to the
coronavirus pandemic as consumers increased transaction sizes while
lowering the number of trips to the store", Moody's Vice President
Mickey Chadha stated. "Although the recent unprecedented sales
growth is expected to moderate in the back half of the year and the
industry will remain highly competitive Moody's expects credit
metrics will be stronger in the next 12 -18 months than fiscal
2019," Chadha further stated.
Upgrades:
Issuer: Fresh Market, Inc. (The)
Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD
Corporate Family Rating, Upgraded to Caa1 from Caa2
Senior Secured Regular Bond/Debenture, Upgraded to Caa1 (LGD4) from
Caa2 (LGD4)
Outlook Actions:
Issuer: Fresh Market, Inc. (The)
Outlook, Remains Stable
RATINGS RATIONALE
The Fresh Market, Inc.'s Caa1 corporate family rating reflects the
company's high leverage, relatively small scale, increasing
competition, and geographic concentration in the Southeast.
Although improving, leverage will still be high with debt/EBITDA in
the 6.0 to 6.3 times range with EBIT/interest below 1.0 time
(including Moody's standard lease adjustments) in teh next 12
months. Management has undertaken a number of strategic initiatives
to improve operating performance including price investments, and
the emphasis on higher quality meats and fresh produce and
perishables which resulted in improving same store sales and
average customer transaction size in fiscal 2019. The pantry
loading and panic buying by consumers due to the coronavirus
pandemic further improved same store sales by 12.9% in the first
quarter of fiscal 2020 ending April 26th, 2020 with the basket size
up 25.2%. Profitability and liquidity have improved as promotional
cadence has been lower and shrink has improved as inventory
turnover has been quicker as demand remains high. Moody's expects
same store sales to be strong in the second quarter but start to
moderate in the back half of the year and into 2021 as buying
patterns start to normalize. In addition to the volatility in
financial policies inherent with ownership by a financial sponsor,
its ratings also reflect the business environment which will remain
highly competitive and as government stimulus programs expire the
weak economic environment will result in increasing pricing
pressure as promotional activity will accelerate.
Ratings also reflect The Fresh Market's attractive market niche and
its above average income demographic. The company's liquidity is
good with about $141 million of unrestricted cash and restricted
cash of $25.5 million as cash collateral for LC's on the balance
sheet at April 26, 2020. Moody's expects the company to remain free
cash flow positive for the next 12 months. The company does not
have a revolving credit facility but issued $135 million super
priority senior secured notes maturing 2025 and proceeds from these
notes remain as cash on the balance sheet.
The stable outlook reflects Moody's expectation that credit metrics
and profitability will improve in the next 12 months and liquidity
will remain good.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if same store sales growth remains
positive accompanied with margin stability. In addition, an upgrade
would require maintaining good liquidity. Quantitatively, an
upgrade would require debt/EBITDA sustained below 5.5 times and
EBIT/interest sustained above 1.0 times with financial policies
that support credit metrics at these levels.
Ratings could be downgraded if operating performance does not
continue to improve and positive trends in same store sales and
operating margins do not continue such that debt/EBITDA is
sustained above 7.0 times or EBIT/interest remains below 1 time.
Ratings may also be downgraded if debt is not refinanced well in
advance of its maturity or if liquidity erodes or financial
policies become detrimental to the interest of debt holders.
The Fresh Market, Inc. is a specialty grocery retailer. The Company
operates 159 stores in 22 states across the United States. The
company is owned by Apollo Global Management, LLC. Revenues for the
LTM period ending April 26, 2020 totaled $1.6 billion.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
G&S MARBLE: Proposes Stampler Auction of Personal Property
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G&S Marble, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the sale of its personal property,
including inventory, furniture, equipment, and machinery, through a
public auction.
To the knowledge of the Debtor, there are no liens, security
interests or encumbrances on the personal property that will be
sold and the Debtor desires to vacate its commercial leased
property, to reorganize as a smaller business in a smaller
location.
The Debtor is engaged in the business of fabricating marble,
granite, and stone slabs and owns appropriate equipment, all of
which it intends to sell pursuant to the Motion. Its commercial
lease ends on July 31, 2020, and Debtor desires to vacate the
premises so it can reorganize in a smaller space as a smaller
business, and to that end, it has contemporaneously filed a Motion
To Reject Non-Residential Lease.
To the best of its knowledge, except for one of its two
automobiles, one of which is not being sold at this time ('18
Corvette), the Debtor owns all of its personal property free and
clear without liens or encumbrances.
Contemporaneously with the filing of the Motion, the Debtor applied
for, and received a loan from the SBA, a loan for $150,000 as part
of the Economic Injury Disaster Loan Program. The Debtor will file
a Motion for Court Approval of Post-Petition Financing upon
receiving loan documents from the SBA.
It is Debtor's intention to use the loan proceeds to buy new
equipment (the old equipment being sold averages 20 years old). It
is asking to sell its personal property as set forth in detail on
Exhibit A through a public auction and use the net proceeds to pay
all of its Creditors. The value of the Personal Property in
Debtor's Schedules is $226,050.
The total of known Creditors with allowable claims as of June 26,
2020 is $126,000. The bar date is set for Sept. 1, 2020.
Contemporaneously with the Motion, the Debtor filed an expedited
motion to engage the services of Stampler Auctions for the purpose
of selling the Personal Property at a public auction through use of
the internet by conducting an online, virtual, sale for two days.
Stampler will not charge a commission but will collect and retain
Buyer's Premium to be paid by each purchaser. Estimated out of
pocket costs are $9,825. Stampler estimates the auction value
range to be between $80,000 and $140,000.
The Debtor has determined that the value of the Personal Property
is best maximized, preserved, and realized by the sale of the
Personal Property at an advertised absolute public auction.
The matter requires an expedited hearing by the Court because the
Debtor can save $4,700 in rent if it can vacate its current leased
space by July 31, 2020, effectively increasing the sale price of
the Debtor's remaining assets by $4,700, which represents the
Savings to its estate by not incurring an additional month's rent.
The Debtor asks an expedited hearing for the relief requested in
the Motion as Debtor will be vacating its commercial leased
premises as soon as possible to avoid paying additional rent. It
asks that the Court shortens the 21-day notice period pursuant Fed.
R. Bankr. P. 2002(a)(2) to 14 days. The Debtor proposes to hold
the Auction on July 21, 2020. It submits that "cause" exists under
these facts, and the Court may shorten the notice period for cause
pursuant to Fed. R. Bankr. P. 2002(a)(2).
A copy of the Exhibit A is available at ttps://tinyurl.com/y972xrmt
from PacerMonitor.com free of charge.
G&S Marble, Inc. sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 20-16711) on June 23, 2020. The Debtor tapped Chad Van
Horn, Esq., at Van Horn Law Group, P.A. as counsel.
GA PAVING: Proposes Auction of 39 Equipment
-------------------------------------------
G.A. Paving, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Illinois to authorize the auction sale of 39 specified
pieces of equipment.
The Debtor has entered into an agreement with OBENAUF Auction
Service. It seeks to engage the said auctioneer to attempt to sell
the equipment. The Debtor is not intending to do a complete
liquidation or wind-down, but has been engaging in a process of
retaining outside contractors in order to reduce its labor costs
and to reduce expenses.
Two principal factors make the sale a sound business decision for
the debtor; 1) rapidly evolving economic conditions have led to
tighter cost controls and smaller budgets for the municipal
entities that typically hire the debtor for road projects; and 2)
the equipment to be sold is not being used by the debtor, due to
the smaller nature of the projects and because it is more cost
effective for debtor to utilize subcontractors in order to
eliminate operating costs associated with owning and operating its
own equipment.
A copy of the Agreement is available at
https://tinyurl.com/ya6je4lm from PacerMonitor.com free of charge.
A hearing on the Motion is set for July 30, 2020 at 9:00 a.m.
The Auctioneer:
OBENAUF AUCTION SERVICE, INC.
810 Magna Drive
Round Lake, IL 60073
Telephone: (847) 546-2095
Facsimile: (847) 546-2097
About G.A. Paving
GA Paving LLC, a paving contractor in Bellwood, Ill., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ill. Case No. 19-21753) on Aug. 2, 2019. At the time of the
filing, the Debtor disclosed $3,255,141 in assets and $3,345,313 in
liabilities. Judge Deborah L. Thorne oversees the case. The
Debtor tapped the Law Offices of Bradley H. Foreman, P.C., as its
bankruptcy counsel.
GNC HOLDINGS: Morris, Milbank Represent Crossover Lenders
---------------------------------------------------------
In the Chapter 11 cases of GNC Holdings, Inc., et al., the law
firms of Milbank LLP and Morris, Nichols, Arsht & Tunnell LLP
submitted a verified statement under Rule 2019 of the Federal Rules
of Bankruptcy Procedure, to disclose that they are representing the
Ad Hoc Group of Crossover Lenders.
The Ad Hoc Group of Crossover Lenders of certain beneficial
holders, or investment advisors or managers for the account of
beneficial holders, of term loans under that certain Amended and
Restated Term Loan Credit Agreement, dated as of February 28, 2018,
among GNC Corporation, General Nutrition Centers, Inc., as
borrower, the lenders and agents parties thereto, and JPMorgan
Chase Bank, N.A., as administrative agent, and of FILO term loans
under that certain Credit Agreement, dated as of February 28, 2018,
among GNC Corporation, General Nutrition Centers, Inc., as
administrative borrower, certain of the Company Entities, as
subsidiary borrowers, the lenders and agents parties thereto, and
JPMorgan Chase Bank, N.A., as administrative agent.
In February 2020, the Ad Hoc Group of Crossover Lenders retained
Milbank as counsel. From time to time thereafter, certain holders
of Tranche B-2 Term Loans and/or ABL FILO Term Loans have joined
the Ad Hoc Group of Crossover Lenders. In June 2020, the Ad Hoc
Group of Crossover Lenders retained Morris Nichols as Delaware
counsel.
Counsel represents the Ad Hoc Group of Crossover Lenders and does
not represent or purport to represent any entities other than the
Ad Hoc Group of Crossover Lenders in connection with these chapter
11 cases. In addition, neither the Ad Hoc Group of Crossover
Lenders nor any member of the Ad Hoc Group of Crossover Lenders
represents or purports to represent any other entities in
connection with these chapter 11 cases.
As of June 23, 2020, members of the Ad Hoc Group of Crossover
Lenders and their disclosable economic interests are:
Apex Credit Partners LLC
520 Madison Ave, Floor 16
New York, NY 10022
* Tranche B-2 Term Loans: $5,042,183.54
* ABL FILO Term Loans: $2,524,427.83
BlackRock Financial Management, Inc.
55 East 52nd Street
New York, NY 10055
* Tranche B-2 Term Loans: $28,134,802.14
* ABL FILO Term Loans: $6,233,401.65
Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, NY 10022
* Tranche B-2 Term Loans: $1,832,190.77
* ABL FILO Term Loans: $4,000,000.00
First Eagle Private Credit, LLC
227 West Monroe Street Suite 3200
Chicago, IL 60606
* Tranche B-2 Term Loans: $1,953,005.72
Franklin Advisers, Inc.
One Franklin Parkway Bldg 920/3rd floor
San Mateo, CA 94403
* Tranche B-2 Term Loans: $96,826,075.06
* ABL FILO Term Loans: $11,633,952.14
HG Vora Capital Management, LLC
330 Madison Avenue, 20th Floor
New York, NY 10017
* Tranche B-2 Term Loans: $90,863,515.42
* ABL FILO Term Loans: $46,516,128.15
Highland Capital Management
300 Crescent Court, Suite 700 Dallas, TX 75201
* Tranche B-2 Term Loans: $9,069,634.22
* ABL FILO Term Loans: $2,428,368.02
HSBC Bank PLC
8 Canada Square
Canary Wharf
London E14 5HQ
* Tranche B-2 Term Loans: $1,686,524.62
* ABL FILO Term Loans: $2,045,542.93
LibreMax Capital, LLC
600 Lexington Ave. 7th Floor
New York, NY 10022
* Tranche B-2 Term Loans: $22,899,129.95
* ABL FILO Term Loans: $23,060,758.70
Marble Ridge Capital LP
1250 Broadway, Suite 2601
New York, NY 10001
* Tranche B-2 Term Loans: $44,214,187.06
* ABL FILO Term Loans: $18,167,209.67
MGG Investment Group LP
One Penn Plaza, 53rd Floor
New York, NY 10119
* Tranche B-2 Term Loans: $3,318,358.91
* ABL FILO Term Loans: $3,000,000.00
Serengeti Asset Management, LP
632 Broadway, 12th Floor
New York, NY 10012
* Tranche B-2 Term Loans: $13,832,772.00
* ABL FILO Term Loans: $7,638,285.00
Tor Investment Management (Hong Kong) Limited
19/F, Henley Building
5 Queen's Road Central
Hong Kong
* Tranche B-2 Term Loans: $62,581,818.46
* ABL FILO Term Loans: $23,591,091.19
The information contained herein is provided only for the purpose
of complying with Bankruptcy Rule 2019 and is not intended for any
other use or purpose.
Counsel reserves the right to amend this Verified Statement as may
be necessary in accordance with the requirements set forth in
Bankruptcy Rule 2019.
Counsel for the Ad Hoc Group of Crossover Lenders can be reached
at:
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Robert J. Dehney, Esq.
Matthew B. Harvey, Esq.
Paige N. Topper, Esq.
Taylor M. Haga, Esq.
1201 North Market Street
16th Floor P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: rdehney@mnat.com
mharvey@mnat.com
ptopper@mnat.com
thaga@mnat.com
- and -
MILBANK LLP
Mark Shinderman, Esq.
Daniel B. Denny, Esq.
Jordan Weber, Esq.
2029 Century Park East, 33rd Floor
Los Angeles, CA 90067-3019
Telephone: (424) 386-4000
Facsimile: (213) 629-5063
Email: mshinderman@milbank.com
ddenny@milbank.com
jweber@milbank.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/iMJkuJ and https://is.gd/sHFGNc
About GNC Holdings
GNC Holdings Inc. -- http://www.gnc.com/-- is a global health and
wellness brand with a diversified omni-channel business. In its
stores and online, GNC Holdings sells an assortment of performance
and nutritional supplements, vitamins, herbs and greens, health and
beauty, food and drink, and other general merchandise, featuring
innovative private-label products as well as nationally recognized
third-party brands, many of which are exclusive to GNC Holdings.
GNC Holdings and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on
June 23, 2020. The Debtors disclosed $1,415,957,000 in assets and
$895,022,000 in liabilities as of March 31, 2020.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham
& Watkins, LLP as legal counsel; Evercore Group, LLC as investment
banker and financial advisor; FTI Consulting, Inc. as financial
advisor; and Prime Clerk as claims and noticing agent. Torys LLP
is the legal counsel in the Companies' Creditors Arrangement Act
case.
GO WIRELESS: Moody's Confirms B2 CFR, Outlook Negative
------------------------------------------------------
Moody's Investors Service confirmed all ratings of Go Wireless
Holdings, Inc., including the B2 corporate family rating, B2-PD
probability of default rating and B2 rating for the senior secured
term loan. The outlook was changed to negative from ratings under
review. These actions conclude the review for downgrade that
commenced on April 21, 2020.
"As an essential retailer, nearly all of Go Wireless' stores have
remained open, excluding those that are located in select malls.
The confirmation of all ratings reflects Moody's expectation that
the stress to Go Wireless' credit profile will be relatively brief
in scope, as sales and traffic will rebound in the second half of
2020 as stay-at-home orders are lifted and 5G wireless devices
become available," stated Moody's Vice President Charlie O'Shea,
"However, there is a risk that the rebound could be delayed if
stay-at-home orders return in certain municipalities, which would
meaningfully erode the company's credit metrics and liquidity
profile."
The negative outlook reflects the severity of the deterioration in
credit metrics due to the impact on store traffic and revenues from
the coronavirus pandemic and the risk that the recovery may be
weaker than currently anticipated. 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 Go Wireless of the breadth and severity of
the shock, with Go's countermeasures resulting in a moderation of
the potential deterioration in credit quality.
Confirmations:
Issuer: Go Wireless Holdings, Inc.
Probability of Default Rating, Confirmed at B2-PD
Corporate Family Rating, Confirmed at B2
Senior Secured Bank Credit Facility, Confirmed at B2 (LGD3)
Outlook Actions:
Issuer: Go Wireless Holdings, Inc.
Outlook, Changed to Negative from Rating Under Review
RATINGS RATIONALE
Go Wireless' ratings are constrained by the negative impact on
revenues and store traffic from the counter-measures to the
coronavirus and the lengthened customer replacement/upgrade cycle,
which has resulted in a reduction in upgrades and pressured phone
and tablet sales, as contract counts have declined. Moody's expects
these pressures to result in leverage, as measured by debt/EBITDA,
to increase from its current level of nearly 5 times on a trailing
twelve-month basis as of March 31, 2020. While leverage is likely
to remain elevated, the company continues to evaluate closing
underperforming stores as well as realize the benefits from
restructuring its sales organization and reducing payroll expenses
to reduce expenses and commissions paid to improve profitability.
The ratings also consider the company's reliance on cellphone
manufacturers for continued product innovation and the risk of
volatile customer demand related to new product malfunctions or
changing consumer preferences.
Go Wireless benefits from its solid competitive position as a
leading independent retailer of Verizon wireless products, as well
as a provider of services and accessories for mobile electronic
devices. While liquidity is adequate, lower earnings and reduced
cash balances are a credit constraint given the high level or
amortization on the company's term loan. The rating also recognizes
Go Wireless' favorable qualitative profile that benefits from the
nondiscretionary nature of cell phones as well as its diverse
sources of revenue, including insurance and warranty offerings and
accessories. The rating also considers Go Wireless' mutually
beneficial relationships with Verizon and cellphone manufacturers,
which is a competitive advantage over smaller operators.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Go Wireless maintains a conservative
financial policy towards shareholder returns and future
acquisitions, with improving operating performance such that
debt/EBITDA was maintained below 4.75x and EBITA/interest was
sustained above 1.5x and the company maintains good liquidity.
Ratings could be downgraded if any factors cause debt/EBITDA to
approach 6.0x and EBITA/interest to approach 1.0x or if liquidity
were to weaken.
Go Wireless, headquartered in Las Vegas, NV, is a leading
independent retailer of Verizon wireless products, in addition to
accessories and services for mobile devices. The company operates
nearly 700 stores in 32 states. Revenue for the last twelve-month
period ended March 31, 2020 was approximately $1 billion. Go
Wireless is wholly owned by company management.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
GREATER APOSTOLIC: Pogo Buying 3 San Diego Parcels for $3.25M
-------------------------------------------------------------
Christopher R. Barclay, the chapter 11 examiner with expanded
powers for the bankruptcy estate of Greater Apostolic Faith Temple
Church, Inc., asks the U.S. Bankruptcy Court for the Southern
District of California to authorize the sale of estate's right,
title, and interest in the three parcels of real property commonly
known as (a) 138 28th Street, San Diego, California, APN
535-542-14-00 ("Church Property"); (b) 2754 Imperial Avenue, San
Diego, California, APN 535-542-05-00; and (c) 2810 L Street, San
Diego, California 92102, APN 545-271-15-00, to Pogo Dog, LLC or its
assignee for $3.25 million, cash, pursuant to the terms of the
Purchase and Sale Agreement dated May 7, 2020, subject to overbid.
The Debtor owns the three parcels of real property, each of which
is subject to the Motion. All three parcels of real property owned
by Debtor are encumbered by a cross-collateralized deed of trust in
favor of 138 28th St., San Diego, LLC. According to Proof of Claim
No. 3, filed on July 31, 2019, the current outstanding balance due
on the 138 28th St. DOT is $2,313.362.81. In addition, there is a
junior deed of trust in favor of Procopio, Cory, Hargreaves &
Savitch, LLP in the approximate amount of $68,086. The Procopio
DOT secures attorney’s fees incurred in the dispute with
MondayOne, LLC. Procopio did not file a proof of claim in the
case.
The Examiner now wishes to sell the Properties to the Buyer for the
price of $3.25 million, subject to overbid, which will result in
the realization of equity for the benefit of the Debtor's
bankruptcy estate and its creditors.
The Buyer has waived all contingencies and provided the Examiner
with an earnest money deposit of $75,000. The Properties are being
sold on an "as is, where is" basis, with no warranties, recourse,
contingencies, or representations of any kind. The proposed sale
to the Buyer requires approval of the United States Bankruptcy
Court and is subject to qualified overbids.
The Examiner proposes these overbid procedures:
a. The Overbid Deadline is June 20, 2020 at 5:00 p.m. (PT)
b. The minimum initial overbid amount will be $3,275,000.
c. A cashier's check, payable to "Christopher R. Barclay,
Chapter 11 Examiner," in the amount of $75,000 to serve as a
deposit towards the total purchase price.
d. All parties who have submitted timely bids and otherwise
satisfied the foregoing requirements may participate in an auction
to be conducted at the hearing on the Motion as is necessary in
order to increase their bid.
e. Each subsequent bid will be in increments of at least
$10,000.
f. To the extent the Buyer or another overbidder is not the
Winning Bidder, that party's Deposit will be refunded by the
Examiner.
After solicitation of offers for the Properties over the past
months, the current offer from the Buyer is the best viable offer
received to date. Moreover, the Overbid Procedures provide a
process by which the Examiner could secure a higher price for
the Properties.
The sale will be "free and clear" of all monetary liens, with such
liens to attach to the sales proceeds.
The Examiner asks that the Court requires the Debtor to vacate and
to deliver occupancy of the Church Property to the Buyer or the
Winning Bidder no later than 45 days after the date the deed
transferring title to that property is recorded.
The proposed sale is calculated to pay all allowed claims in the
case. Specifically, the sale will pay the full secured claim of
138 28th St., the balance due Procopio, all estimated
administrative fees and costs, and all allowed general unsecured
claims. An estimated HUD-1 closing statement is attached to the
Declaration of Dwayne Shepherd as Exhibit B while an accounting of
what obligations will ultimately be paid from the proposed sale is
set forth in Exhibit C to the Declaration of Dwayne Shepherd.
A hearing on the Motion is set for July 22, 2020 at 2:00 p.m.
A copy of the PSA is available at https://tinyurl.com/y8zjg2xy from
PacerMonitor.com free of charge.
About Greater Apostolic Faith
Temple Church Inc.
Greater Apostolic Faith Temple Church Inc., a religious
organization in San Diego, Calif., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-02820) on
May 14, 2019. At the time of the filing, the Debtor was estimated
to have assets of between $1 million and $10 million and
liabilities of between $1 million and $10 million. The Speckman
Law Firm is the Debtor's counsel.
On July 17, 2019, the Court appointed Mike Habib of Coldwell
Commercial as listing agent.
GROWLIFE INC: Has $1.3M Net Loss for the Quarter Ended March 31
---------------------------------------------------------------
GrowLife, Inc. filed its quarterly report on Form 10-Q, disclosing
a net loss of $1,293,675 on $1,661,800 of net revenue for the three
months ended March 31, 2020, compared to a net loss of $2,338,325
on $2,244,279 of net revenue for the same period in 2019.
At March 31, 2020, the Company had total assets of $3,902,045,
total liabilities of $9,642,466, and $5,740,421 in total
stockholders' deficit.
The Company anticipates that it will record losses from operations
for the foreseeable future. As of March 31, 2020, the Company's
accumulated deficit was $(149,755,207). The Company has limited
capital resources, and operations to date have been funded with the
proceeds from private equity and debt financings. These conditions
raise substantial doubt about its ability to continue as a going
concern.
The audit report prepared by the Company's independent registered
public accounting firm relating to the Company's consolidated
financial statements for the year ended December 31, 2019 includes
an explanatory paragraph expressing the substantial doubt about the
Company's ability to continue as a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/PJ6BGt
GrowLife, Inc., provides farming soil, hydroponics equipment,
organic plant nutrients, and other products to specialty grow
operations in the United States. Its hydroponics equipment include
indoor lighting systems, growing mediums and accessories, tools for
cutting and propagation, hydroponics systems, bulbs, ballasts,
reflectors, meters and timers, and climate control equipment for
the indoor plant cultivation and cannabis industries. The Company
distributes and sells its products through its e-commerce
distribution channel, such as GrowLifeEco.com, as well as retail
storefronts. GrowLife, Inc. is headquartered in Kirkland,
Washington.
HALO BUYER: Moody's Alters Outlook on B3 CFR to Negative
--------------------------------------------------------
Moody's Investors Service confirmed Halo Buyer, Inc.'s B3 corporate
family rating, B3-PD probability of default rating, and the B2 and
Caa2 ratings for the first lien and second lien credit facilities,
respectively. At the same time, Moody's changed the outlook on Halo
Buyer, Inc. to negative from ratings under review. The negative
outlook reflects Moody's view that Halo's credit metrics will
remain weak during the next 12 to 18 months amid headwinds from the
coronavirus outbreak that will pressure the company's revenue
growth and profitability. This action concludes the review for
downgrade initiated on April 13, 2020.
"The change in Halo's outlook to negative reflects its expectation
that the coronavirus pandemic will continue to pressure revenue and
earnings growth such that leverage will be sustained above 7x for
the next 12 to 18 months. Free cash flow has been consistently
negative in recent quarters to fund growth initiatives, both
organic and via acquisition, and recent cost savings initiatives
will need to demonstrate traction in order for the company to
preserve liquidity," said Moody's lead analyst Andrew MacDonald.
"The risk of the continued spread of the coronavirus such that it
causes retrenchment of businesses that have recently reopened is
also a consideration. Nonetheless, the confirmation of the
company's B3 CFR is driven by its view that liquidity provisions
remain sufficient to operate the business, aided by a highly
variable cost structure, until credit metrics can improve by
mid-2021."
Confirmations:
Issuer: Halo Buyer, Inc.
Corporate Family Rating, Confirmed at B3
Probability of Default Rating, Confirmed at B3-PD
Senior Secured 1st Lien Bank Credit Facility, Confirmed at B2
(LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Confirmed at Caa2
(LGD5)
Outlook Actions:
Issuer: Halo Buyer, Inc.
Outlook, Changed to Negative from Ratings Under Review
RATINGS RATIONALE
The rapid and wide spread of the coronavirus outbreak, weak global
economic outlook, low oil prices, and asset price volatility are
creating a severe and extensive credit shock across many sectors,
regions and markets. The combined credit effects of these
developments are unprecedented. Sales of promotional products has
been one of the sectors significantly affected by the shock given
its sensitivity to consumer and business demand. More specifically,
the weaknesses in Halo's credit profile, including its exposure to
weak economic conditions and high unemployment, have left it
vulnerable to shifts in market sentiment in these unprecedented
operating conditions and the company remains vulnerable to the
outbreak continuing to spread. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. Its action
reflects the impact on Halo of the breadth and severity of the
shock, and the broad deterioration in credit quality it has
triggered.
Halo Buyer, Inc.'s B3 CFR reflects Moody's expectation for lower
revenue and earnings prospects in 2020 due to challenging industry
conditions stemming from the coronavirus pandemic including reduced
spending by companies on promotional items. Moody's notes the
potential for cash flow deficits and liquidity tightening
throughout 2020 given the risk that customers could delay payments
or become impaired and the uncertainty that management's recent
cost savings initiatives will be sufficient to preserve liquidity.
Free cash flow was negative in 2019 as the company invested heavily
in acquisitions, working capital and capex to fund growth,
including the implementation of a new ERP system and investing in
several new management positions. Moody's adjusted debt-to-EBITDA
as of March 31, 2020 is considered high at 7.7x (pro forma for a
January 2020 add-on and full revolver draw) and is expected to
remain above 7x until the mid-2021. Earnings quality is also weak
and relies on the realization of significant add backs for ERP
implementation and the treatment of recruiting, COVID-related, and
other costs as one-time in nature. The CFR also considers the
company's aggressive financial policy, a governance risk, evidenced
by a debt funded acquisition-based growth strategy and private
equity ownership.
Positively, the initial negative impact of coronavirus on
promotional spending in April 2020 has begun to gradually ease and
is expected to improve sequentially in future quarters as lockdown
restrictions ease. The Account Executive salespeople at Halo are
also largely commission based giving the company a highly variable
cost structure that should help offset any sales declines. The
company has a good position as a distributor/sales and order
management organization in the highly fragmented promotional
products space with a diverse supplier and customer profile that
includes large, well established companies across diverse end
markets. Liquidity is supported by the company's roughly $20
million cash balance and approximately $40 million of revolver
availability as of end of June 2020. The company also has no
near-term debt maturities.
The negative outlook reflects the revenue and profitability
pressures in the promotional products sales industry amid the
coronavirus pandemic and the uncertainty that Halo's cost savings
measures will be sufficient to reverse negative free cash flow
trends during the next 12 to 18 months. The negative outlook also
reflects that operating pressures will lead to debt-to-EBITDA
leverage sustained above 7x for the next 12 to 18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
While unlikely near term, ratings could be upgraded if
debt-to-EBITDA is sustained below 6x and EBITA-to-interest climbs
above 1.5x while maintaining adequate liquidity. Free cash
flow-to-debt sustained above 2% could also lead to an upgrade.
Alternatively, the ratings could be downgraded should revenue or
earnings materially decline and EBITA-to-interest falls to 1x or
below. An erosion in liquidity including negative free cash flow
could also lead to a downgrade.
Headquartered in Sterling, Illinois, Halo Buyer, Inc. (dba as Halo
Branded Solutions and Halo Recognition) is a provider of
promotional products and employee recognition solutions services.
Halo was acquired by TPG Growth in May 2018. Halo is private and
does not publicly disclose its financials. The company generated
pro forma revenue of more than $800 million for the twelve-month
period ended March 31, 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
HALS REALTY: Chapter 11 Trustee Taps KapilaMukamal as Accountant
----------------------------------------------------------------
Michael Goldberg, the appointed trustee to Hals Realty Associates
Limited Partnership's Chapter 11 case, received approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ KapilaMukamal as his accountant.
The firm will provide the following services:
(a) review and analysis of the organizational structure of and
financial interrelationships among Debtor and its affiliates and
insiders;
(b) review and analysis of transfers to and from Debtor to
third parties before and after Debtor's Chapter 11 filing;
(c) attendance at meetings with Debtor, creditors and local
tax authorities;
(d) review of Debtor's books and records of for potential
preference payments, fraudulent transfers, or any other matters
that the Trustee may request;
(e) other assistance in the nature of accounting services,
financial consulting, valuation issues or other financial projects
as the trustee may deem necessary; and
(f) preparation of estate tax returns.
The firm has agreed to perform the services at the ordinary and
usual hourly billing rates of its members.
Soneet Kapila, a partner at KapilaMukamal, disclosed in court
filings that the firm and its accountants are "disinterested
persons" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Soneet R. Kapila
KapilaMukamal
1000 S Federal Hwy # 200
Fort Lauderdale, FL 33316
Telephone: (954) 761-1011
Facsimile: (954) 761-1033
Email: kapila@kapilamukamal.com
About of Hals Realty Associates
Hals Realty Associates Limited Partnership sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-13103) on March 5, 2020. At the time of the filing, Debtor had
estimated assets of between $1 million and $10 million and
liabilities of between $10,000,001 and $50 million. Judge Mindy A.
Mora oversees the case. Furr and Cohen, P.A. is Debtor's legal
counsel.
Michael Goldberg is the appointed trustee to Debtor's Chapter 11
case. He is represented by Eyal Berger, Esq., at Akerman LLP.
HUDSON TECHNOLOGIES: Names Coleman as Chairman, President and CEO
-----------------------------------------------------------------
Hudson Technologies, Inc.'s Board of Directors has appointed Brian
F. Coleman chairman of the Board, president and chief executive
officer, roles he had assumed on an interim basis following the
passing of Kevin J. Zugibe, the Company's former Chairman of the
Board and chief executive officer, on June 23, 2020. Mr. Coleman
has been with Hudson Technologies since May 1997 and most recently
served as Hudson's president and chief operating officer since
August 2001.
On July 15, 2020, the Company entered into a Fourth Amended and
Restated Agreement dated as of June 24, 2020 with Brian F. Coleman,
which amends and restates his existing employment agreement.
Pursuant to the restated agreement, Mr. Coleman is receiving an
annual base salary of $475,000 retroactive to April 1, 2020, with
such increases and bonuses as its Board of Directors may determine.
The agreement currently expires on
June 24, 2022 and is automatically renewable for successive two
year terms unless either party gives notice of termination at least
ninety days prior to the expiration date of the then current term.
In addition, during and after the term of the agreement, the
Company has agreed to pay, grossed up for any taxes owed on such
payments, life insurance premiums equal to $71,210 per year for
nine years beginning in 2020, with respect to a $1,000,000 whole
life insurance policy for the benefit of Mr. Coleman.
About Hudson Technologies
Headquartered in Pearl River, New York, Hudson Technologies, Inc.
-- http://www.hudsontech.com/-- is a refrigerant services company
providing innovative solutions to recurring problems within the
refrigeration industry. The Company's products and services are
primarily used in commercial air conditioning, industrial
processing and refrigeration systems, and include refrigerant and
industrial gas sales, refrigerant management services consisting
primarily of reclamation of refrigerants and RefrigerantSide
Services performed at a customer's site, consisting of system
decontamination to remove moisture, oils and other contaminants.
Hudson Technologies reported a net loss of $25.94 million for the
year ended Dec. 31, 2019, compared to a net loss of $55.66 million
for the year ended Dec. 31, 2018. As of March 31, 2020, the
Company had $187.73 million in total assets, $145.38 million in
total liabilities, and $42.35 million in total stockholders'
equity.
Hudson Technologies received on April 17, 2020, a letter from the
Listing Qualifications Department of The Nasdaq Stock Market LLC
indicating that, due to recent market turmoil, Nasdaq has filed a
rule change tolling the compliance period for bid price
requirements through June 30, 2020. As a result, the requirement
of the Company to regain compliance with a minimum bid price of at
least $1.00 per share, as set forth in Nasdaq Listing Rule
5550(a)(2), has been extended from July 27, 2020 to Oct. 12, 2020.
ILLINOIS SPORTS: S&P Lowers Bond Rating to 'BB+'; Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its rating on the Illinois Sports
Facilities Authority's (ISFA) state-supported bonds two notches to
'BB+' from 'BBB'. The outlook is negative.
"The downgrade reflects lower coverage and the need to use
nonpledged revenues to pay fiscal 2021 debt service," said S&P
Global Ratings credit analyst Carol Spain.
Pledged hotel taxes have substantially declined as occupancy and
daily room rates plummeted following the outbreak of the COVID-19
pandemic and subsequent social distancing measures. S&P expects
that the pledged fiscal 2021 hotel tax receipts (60% of 5% sales
taxes) available to cover appropriations to ISFA will fall short of
providing maximum annual debt service (MADS) coverage.
Additionally, if hotel tax revenues continue their weak performance
exhibited this spring, the statewide receipts may fall short of
providing coverage of fiscal 2021 annual debt service. However, S&P
believes that a combination of available nonpledged ISFA liquidity
and pledged state receipts will be sufficient to avoid a default in
fiscal 2021.
Furthermore, for the first time, ISFA has requested a "chairman's
certificate" amount of pledged hotel tax advances that is less than
annual debt service in fiscal 2021 with the purposeful intent of
using nonpledged liquidity to satisfy debt service requirements.
Per state statute and the bond documents, the ISFA chairman may
request in any fiscal year an amount up to the sum of the maximum
statutory state advance and must certify to the state treasurer and
comptroller that the amount is either the lesser of the maximum
statutory amount or the amount anticipated to be required by ISFA
for the next fiscal year to pay debt service, obligations under
management and operation agreements, and other capital and
operating expenses.
The outstanding series 2001, 2014, and 2019 bonds are equally and
ratably secured by the pledge without priority or preference except
for the amounts available to the series 2001 and 2014 debt service
facilities. The series 2019 bonds are not entitled to the security
of the debt service reserve fund (DSRF) or any DSRF facility.
"The negative outlook reflects the possibility that dampened hotel
tax revenues could persist, weakening annual and MADS debt service
coverage in fiscal 2021 and subsequent fiscal years," added Ms.
Spain. Additionally, the significant draws on nonpledged reserves
in fiscal 2021 impair ISFA's ability to make up potential pledged
revenue shortfalls.
The bonds are secured by a first lien on the annual appropriation
from state tax payments that are deposited into the Illinois Sports
Facilities Fund (a fund in the state treasury) and by a $5 million
annual Chicago subsidy payment that is directed to the trustee,
drawn from the City of Chicago's allocation from the state's local
government distributive fund.
The rating reflects S&P's view of Illinois' governance risks as
being above the sector norms due to the constitutional limits the
state faces to modify its growing pension costs, and that it is not
contributing to meet static funding, limiting current and future
budgetary flexibility. However, S&P views the state's environmental
risks as being in line with its view of the sector. The rating
agency's negative outlook also reflects its view that the COVID-19
pandemic's effects on the state's economy, budget, and forecast are
a social rating factor elevating the public health and safety
issues.
INCEPTION MINING: Capital Deficit Casts Going Concern Doubt
-----------------------------------------------------------
Inception Mining Inc. filed its quarterly report on Form 10-Q,
disclosing a net income of $1,129,271 on $1,128,706 of revenues for
the three months ended March 31, 2020, compared to a net loss of
$3,786,821 on $921,442 of revenues for the same period in 2019.
At March 31, 2020, the Company had total assets of $1,327,473,
total liabilities of $32,270,128, and $30,942,655 in total
stockholders' deficit.
The Company and has an accumulated deficit of $35,880,576. In
addition, there is a working capital deficit of $28,817,380 as of
March 31, 2020. This raises substantial doubt about its ability to
continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company's ability
to raise additional capital and implement its business plan.
A copy of the Form 10-Q is available at:
https://is.gd/3zzivX
Inception Mining Inc., an exploration stage company, engages in the
acquisition, exploration, and development of mineral properties in
the United States. It primarily explores for gold deposits. The
company primarily holds interest in the Clavo Rico mine located on
the 200-hectare Clavo Rico Concession, is which located in southern
Honduras. Inception Mining, Inc. was incorporated in 2007 and is
headquartered in Murray, Utah.
IRI HOLDINGS: S&P Rates Proposed 80MM Add-On 'B-'
-------------------------------------------------
S&P Global Ratings said that IRI Holdings Inc.'s proposed $80
million debt-add on will not have an impact on the credit metrics
threshold set for the current ratings, including FOCF generation of
at least $35 million to $40 million on a consistent basis. S&P
assigned its 'B-' issue-level rating and '3' recovery rating (50% -
70%; rounded estimate: 55%) to the proposed $80 million add on. IRI
intends to use the proceeds for general corporate and merger and
acquisition purposes.
IRI continues to benefit from high customer retention rates and its
contracted revenue profile provided stable earnings amid the
COVID-19 pandemic and related economic impacts. The company also
benefited from higher demand for information services within supply
chain networks during the initial phase of the shutdowns.
Excluding the impact of COVID-19, the retail and consumer packaged
goods (CPG) industries continue to face secular challenges as they
pursue cost rationalization strategies, which could result in
pricing pressure for IRI over the intermediate term.
"The company's debt burden continues to drive elevated leverage,
which we forecast will remain above 9.0x in 2020 on an adjusted
basis. We treat all of IRI's preferred equity units as debt as part
of our adjusted leverage calculations," S&P said.
ISTAR INC: Fitch Alters Outlook on 'BB-' LT IDR to Positive
-----------------------------------------------------------
Fitch Ratings has affirmed iStar Inc.'s Long-Term Issuer Default
Rating at 'BB-'. Fitch also affirmed iStar's senior secured debt
rating at 'BB+', unsecured debt rating at 'BB' and preferred stock
rating at 'B-'. The Rating Outlook was revised to Positive from
Stable.
KEY RATING DRIVERS
The Outlook revision reflects Fitch's belief that iStar's asset
quality and portfolio risk profile have improved over the past year
given the continued reduction in exposure to legacy assets,
including land assets and NPLs. iStar also continued to execute its
revised strategy of growing its ground lease business through its
ownership in Safehold Inc. which, combined with the redeployment of
proceeds from legacy asset sales into core real estate finance and
net lease investments, should also improve iStar's earnings metrics
over time. Additionally, iStar continued to demonstrate access to
the unsecured debt markets over the past year and utilized proceeds
to repay existing debt, thereby extending the firm's debt maturity
profile.
The rating affirmations reflect iStar's unique platform relative to
other commercial real estate finance and investment companies,
improving asset quality, appropriate leverage, meaningful
proportion of unsecured debt funding relative to similarly rated
finance and leasing companies, demonstrated access to the debt
markets and solid liquidity profile.
Rating constraints include iStar's focus on the CRE market, which
exhibits volatility through the credit cycle, and the challenging
economic environment resulting from the coronavirus pandemic, which
Fitch believes could result in weaker asset quality and earnings
over the medium term. Fitch believes that iStar's leverage and
asset quality metrics will remain appropriate for its rating
despite the potential negative headwinds. Other rating constraints
include multiple shifts in the firm's strategy over time; continued
exposure, albeit declining, to land and other legacy noncore
assets, which have negatively affected iStar's earnings; earnings
volatility resulting from a reliance on gain on sale income; and
key person risk associated with CEO Jay Sugarman. Additionally,
iStar's performance will be highly dependent upon continued growth
at SAFE, which has a limited track record, given slower growth in
the traditional net lease and real estate finance businesses in
recent years.
iStar's redefined strategic focus, which was announced in early
2019, includes growing its ground lease business through its
ownership in SAFE, continuing to invest in its net lease business
and refocusing its lending business to provide one stop capital
solutions, combining the ground lease product of SAFE with a first
mortgage leasehold loan from iStar. During 2019, iStar invested
$583 million in SAFE common equity through a series of private
placements and open market transactions. iStar deployed an
additional $105 million into SAFE in 1Q20, which included $80
million through a follow-on equity offering with most of the
balance through open market purchases of stock. Based on the
carrying value of iStar's portfolio assets, excluding cash, SAFE
accounted for 19.2% of the portfolio at 1Q20, up from 10.3% at
1Q19. While Fitch believes that more time is needed to assess the
performance of this business given the short operating history and
limited performance data on ground leases over time, Fitch views
SAFE's execution on its strategy to grow its portfolio as solid.
iStar owned approximately 65.4% of SAFE's common stock at March 31,
2020.
Legacy assets amounted to $831 million at 1Q20, down approximately
13% from 1Q19. Of the remaining legacy assets, $541 million
(approximately 12.5% of iStar's total portfolio assets at carrying
value) was comprised of three legacy assets that iStar intends to
develop or hold over a longer period. The firm is seeking to
monetize the remaining $290 million of legacy assets (6.7% of
portfolio assets) as quickly as possible over the next 12 to 24
months. Fitch views the firm's progress on its portfolio rotation
favorably, as land assets have adversely influenced iStar's overall
asset quality given the illiquidity of these assets and the
inconsistent cash flow generation.
iStar's portfolio assets (excluding cash) totaled approximately
$4.3 billion at carrying value at March 31, 2020, of which 34.6%
was real estate, 19.6% was loans and other lending investments,
19.2% was the firm's equity investment in SAFE, 11.8% was land and
development, 9.4% was net investment in leases, 0.8% was real
estate available for sale and 4.5% was other investments.
iStar had one legacy NPL remaining in its portfolio at 1Q20, which
represented 5.1% of total gross loans, down from three NPLs
representing 7.9% of gross loans at 1Q19. Credit performance in
iStar's loan portfolio has generally been solid since the crisis
(excluding legacy NPLs), but Fitch believes asset quality metrics
could deteriorate in the medium term given the challenging economic
environment. Based on gross book value at March 31, 2020, 21% of
the real estate finance investments were in the hotel sector. Fitch
views the elevated hotel exposure within this portfolio with
caution, given the effects the coronavirus pandemic and associated
lockdowns have had on occupancy. Management noted that exposure to
hotel loans at 1Q20 consisted of two loans: a construction loan in
New York City and a loan that was previously restructured in 2018
and has been accruing interest since that time. Fitch believes
exposure to retail properties, another sector that is expected to
face challenges in the near term, within the real estate finance
portfolio is manageable (8.4% at 1Q20).
Fitch views the net lease real estate portfolio as a benefit to
overall asset quality since it provides cash flow stability,
although the economic impact of the coronavirus pandemic could lead
to weaker rent collections in the medium term, particularly given
concentrations in entertainment and leisure investments. Based on
gross book value at March 31, 2020, approximately 43% of net lease
investments, excluding ground leases, were in the entertainment and
leisure sector. That said, management noted on its 1Q20 earnings
call that the majority of this exposure consists of iStar's master
leases with Bowlero Corporation, an operator of bowling
entertainment venues. Additionally, while Fitch believes that more
time is needed to assess the ultimate impact of the pandemic, Fitch
views rent collections to date as strong. iStar noted it had
received 97% of April cash rent from its net lease portfolio
(excluding ground leases).
Fitch views the increased exposure to SAFE ground lease assets as
an improvement in portfolio risk, relative to legacy assets, given
the senior position of ground leases in the capital structure and
the long lease tenure of SAFE's assets, which provides strong cash
flow visibility. In May, iStar reported SAFE had received 100% of
April cash rent from ground leases. iStar's investment is
concentrated in SAFE's equity and, therefore, the performance of
this investment will be driven by SAFE's ability to grow and
generate consistent earnings over time. Fitch recognizes the
diversity and seniority of SAFE's underlying portfolio.
Additionally, while Fitch primarily focuses on iStar's financial
metrics accounting for its investment in SAFE at carrying value,
Fitch recognizes the market value of this investment has
appreciated over time and SAFE's stock price could decline
meaningfully before it fell below the book value of iStar's
investment.
After generating a net loss in 2018, partially driven by the
impairments of certain assets taken in connection with a change in
the firm's strategy, iStar's pretax ROAA significantly improved to
6.6% in 2019. The stronger earnings during 2019 were largely driven
by iStar recording approximately $400 million of gains related to
two transactions (the Preferred Freezer Services, LLC sale and
transaction with Bowlero). While opportunistic asset sales have
provided significant gains for iStar in certain years, the reliance
on gain-related income has resulted in earnings volatility. Fitch
expects iStar to reduce its reliance on variable gain income over
time, given the portfolio shift towards core asset classes that
provide more stable cash flows.
iStar realized a pretax net loss of $12.8 million in 1Q20 compared
to a pretax net loss of $6.9 million in 1Q19. While revenues
(including income from sales of real estate) increased by 49.3%
yoy, expenses increased by 55.3%, partially due to higher land
development costs. iStar also reported a supplemental adjusted
income metric, which excludes depreciation and amortization,
noncash compensation expenses and losses from the early
extinguishment of debt. On this basis, adjusted income was $10.7
million in 1Q20, compared to $2.6 million in 1Q19. Fitch expects
iStar's profitability to improve over time as capex on legacy
assets decline, although the coronavirus pandemic could negatively
affect earnings in the coming quarters.
iStar accounts for its investment in SAFE under the equity method
of accounting, and therefore records a portion of SAFE's net income
as earnings to iStar in addition to the management fee.
Additionally, iStar is seeking to increase investments in new net
leases and leasehold loans provided to tenants alongside a ground
lease from SAFE.
Fitch's benchmark leverage ratio for iStar is debt-to-tangible
equity, treating the preferred securities as 50% equity. On this
basis, leverage was 4.4x at March 31, 2020, which compares
favorably to historical levels. iStar's leverage declined during
2019, driven by the gains realized from the Preferred Freezer and
Bowlero transactions as well as the conversion of substantially all
of the company's $200 million series J preferred stock into common
stock in December 2019.
Leverage ticked up during 1Q20, from 3.9x at YE 2019, due to an
increase in borrowings as the firm sought to bolster its liquidity
in the uncertain environment and a decline in equity resulting from
a net loss in the quarter as well as certain noncash items,
including an increase in reserves related to the adoption of the
current expected credit loss accounting standard and unrealized
losses on cash flow hedges. In April 2020, iStar fully repaid
borrowings under its credit facility, which amounted to $300
million at March 31, 2020, with available cash. Fitch estimates
that leverage declined to 4.1x pro forma for the repayment. Fitch
expects iStar to manage its leverage around or below the current
level over time. While leverage could tick up in the near to medium
term given the potential for weaker asset quality and earnings
metrics resulting from the coronavirus pandemic, Fitch believes
iStar's leverage will remain well below 5.0x.
iStar targets corporate leverage, defined as debt net of cash
divided by total equity plus accumulated depreciation and
amortization and general loan loss reserves, of 2.0x-2.5x. iStar's
reported leverage metric was at the low end of this range at 1Q20,
at 2.1x. Based on SAFE's closing stock price at April 29, 2020,
iStar reported that its leverage metric would have been 1.3x if its
investment in SAFE were accounted for at market value. Fitch
recognizes that accounting for the investment at its market value
would improve certain financial metrics for iStar, such as
leverage. Fitch believes iStar's investment in SAFE is a key part
of the firm's strategy and does not expect iStar to seek to sell
shares of SAFE. Additionally, the market value of SAFE can be
volatile as it is a publicly traded stock. Therefore, Fitch
primarily focuses on iStar's financial metrics accounting for SAFE
at book value but considers the benefits to the firm's liquidity.
At March 31, 2020, approximately 59.9% of iStar's outstanding debt
(treating 50% of the preferred stock as debt) was unsecured, which
is above levels of many similarly rated balance sheet-intensive
finance and leasing companies and other mortgage real estate
investment trusts. If the consolidated net lease venture secured
debt was excluded, Fitch estimates this ratio would have been
higher, at around 69% at 1Q20. Fitch believes that unsecured debt
enhances the company's operational and financial flexibility and
expects unsecured debt to remain at or above the current level over
the Outlook horizon.
iStar has continued to demonstrate access to the unsecured debt
markets over time, including issuing $1.3 billion of unsecured
notes during 2019 through two new issuances and an add-on. A
portion of the proceeds from the new issuances, which included $775
of unsecured notes due October 2024 and $550 million of unsecured
notes due August 2025, were used to repay unsecured debt scheduled
to mature in September 2020, July 2021 and April 2022. The company
does not have any debt maturities until September 2022, when $400
million of unsecured notes and $287.5 million of convertible notes
come due. Fitch believes that iStar will continue to
opportunistically issue unsecured debt to address debt maturities.
Fitch views iStar's liquidity as adequate for its rating. Following
the repayment of borrowings under the credit facility, iStar's
liquidity position included approximately $85 million of
unrestricted cash and $350 million of undrawn capacity on the
credit facility at April 29, 2020. As of March 31, 2020, the
maximum amount of commitments iStar may be obligated to fund,
assuming all performance hurdles and milestones are met, totaled
$335.8 million. In May, iStar noted this balance had been reduced
by approximately $51.4 million through funding commitments and
loans with unfunded commitments being repaid. iStar's unencumbered
pool of assets could be pledged or sold, subject to applicable
haircuts, to provide additional liquidity, if necessary.
Unencumbered asset coverage of unsecured notes was approximately
1.9x at March 31, 2020, above the 1.2x covenant requirement.
iStar's management team has sufficient industry experience, but
Fitch believes key person risk continues to reside with CEO Jay
Sugarman. In February 2020, iStar announced Jeremy Fox-Geen agreed
to become CFO of iStar and SAFE, which became effective at the end
of March 2020. Fox-Geen has over 20 years of experience across
corporate finance and financial services, and was most recently the
CFO of McKinsey & Company's North American business. Fitch views
the identification of a new CFO as a positive development.
The secured debt rating is two notches above iStar's Long-Term IDR
and reflects the collateral backing these obligations, indicating
superior recovery prospects for secured debtholders under a
stressed scenario.
The unsecured debt rating is one notch above iStar's Long-Term IDR
and reflects the availability of sufficient unencumbered assets,
which provide support to unsecured creditors, and relatively low
levels of secured debt in the firm's funding profile. This profile
indicates good recovery prospects for unsecured debtholders under a
stressed scenario. In addition, the company adheres to a 1.2x
unencumbered assets-to-unsecured debt covenant, which provides
protection to bondholders during periods of market stress.
The preferred stock rating is three notches below iStar's Long-Term
IDR, reflecting that these securities are deeply subordinated and
have loss absorption elements that would likely result in low
recovery prospects.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
Fitch believes that the challenging economic environment from the
coronavirus pandemic limits the likelihood of a ratings upgrade in
the near term.
Factors that could, individually or collectively, lead to an
upgrade over the outlook horizon include demonstrating solid credit
performance in the challenging environment, continued execution on
efforts to further reduce exposure to legacy assets, resulting in
legacy assets representing less than 15% of total portfolio assets
at carrying value, and the redeployment of proceeds in assets
viewed as core under its new operating strategy, thereby resulting
in improved operating performance and a reduced reliance on gain on
sale income. An upgrade would also be conditioned upon continued
growth and solid performance in the SAFE business, the maintenance
of sufficient liquidity, a sustained decline in Fitch-calculated
leverage below 4.0x, and continued management of the company's debt
maturity profile.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
A material weakening in asset quality, as demonstrated by a
significant increase in NPLs, weaker rent collections in the net
lease portfolio and/or weaker performance at SAFE, a sustained
increase in Fitch-calculated leverage above 5.0x and/or a
significant reduction in long-term unsecured funding could lead to
negative rating action.
The secured debt rating, unsecured debt rating and preferred stock
ratings are sensitive to changes in iStar's Long-Term IDR as well
as changes in the firm's secured and unsecured funding mix and
collateral coverage for each class of debt. If secured debt were to
meaningfully increase as a proportion of the firm's debt funding
and/or unencumbered asset coverage of unsecured debt were to
decline, it is possible that the upward notching for the secured
debt and unsecured debt, relative to the IDR, could begin to
compress.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond 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
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).
J & R VALLEY: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on July 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of J & R Valley Oilfield Services,
Inc.
About J & R Valley Oilfield Services
J & R Valley Oilfield Services Inc. is a company that operates in
the oil and gas field services industry.
On June 1, 2020, J & R Valley and its affiliate, Mission Vacuum &
Pump Truck Service, Inc., filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 20-70182).
At the time of the filing, J & R Valley disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Mission Vacuum had estimated assets of between $500,001 and $1
million and liabilities of between $1 million and $10 million as of
the petition date.
Judge Eduardo V. Rodriguez oversees the cases. Debtors have tapped
Villeda Law Group as their legal counsel, and Santiago Gonzalez
Jr., CPA as their accountant.
JADE INVESTMENTS: Withdraws Proposed Sale of Beckley Property
-------------------------------------------------------------
Jade Investments, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Western Virginia to withdraw its proposed the
sale of 300 Myers Street, Beckley, Raleigh County, West Virginia.
The Property is incorporated into and made a part of the previous
sale Motion filed May 4, 2020, and June 15, 2020. A separate
application is not required.
About Jade Investments
Jade Investments, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-50025) on Feb. 6,
2018. In the petition signed by Joshua Conaway, member, the
Debtor
was estimated to have assets and liabilities of less than $1
million. Judge Frank W. Volk oversees the case. Caldwell & Riffee
is the Debtor's counsel. No official committee of unsecured
creditors has been appointed in the case.
JENNIE STUART: S&P Alters Outlook to Stable, Affirms BB+ Rating
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB+' long-term rating on Christian County, Ky.'s
series 2016 tax-exempt bonds, issued for Jennie Stuart Medical
Center (Jennie Stuart, or JSMC).
"On April 21, 2020, we revised the outlook on JSMC's outstanding
debt to negative as part of a larger rating action on speculative
grade ratings in response to additional pressures from the COVID-19
pandemic," said S&P Global Ratings credit analyst Blake
Fundingsland.
The stable outlook revision reflects JSMC's resilient financial
profile during the ongoing COVID-19 pandemic, coupled with a
multi-year trend of improving and positive operating performance
and balance sheet growth, culminating in a healthy fiscal 2019." As
patient May 2020 even when excluding $14.9 million of received
Medicare volumes and revenues begins to return after mandatory
suspensions of non-emergent procedures, JSMC's operating
performance remains stable due in part to CARES Act grants and
effective expense management such as permanent and temporary
staffing reductions. The hospital's days' cash on hand exceeded 200
day's at the end ofadvance payments per S&P Global Ratings
practice. The balance sheet continues to be a strength of the
rating with growing unrestricted reserves which now exceed over
100% of long-term debt. S&P expects profitability to remain
somewhat constrained over the outlook period, noting there remains
significant uncertainty surrounding the length and severity of the
COVID-19 pandemic; however, management has demonstrated effective
expense management to help offset volume volatility and maximum
annual debt service (MADS) coverage remains solid.
Incorporated into the rating is JSMC's elevated social risk that
S&P views as being above industry peers given its operations are
situated in a limited service area in Kentucky. The area remains
challenged by population and employment growth that is below
national averages and therefore, S&P does not expect this to change
in the outlook period. S&P analyzed JSMC's environmental and
governance risks and the corresponding effects and determined that
all are in line with the rating agency's view of the sector
standard. The core mission of health care facilities is to protect
the health and safety of communities, which is further evidenced by
responsibilities to serve the surge or potential surge in patient
demand with COVID-19. S&P believes the pandemic exposes the sector
to additional social risks that could present financial pressure in
the short term, particularly should federal and state support be
insufficient to cover the decreased revenue resulting from sharp
admission and surgical volume declines required to preserve
capacity, supplies, and equipment; and maintain appropriate levels
of staffing.
JIM'S DISPOSAL: River Bend Offers $4.6 Million for Assets
---------------------------------------------------------
Jim's Disposal Service, LLC ("JDS"), and Byrdland Properties, LLC,
ask the U.S. Bankruptcy Court for the Western District of Missouri
to authorize the private sale of assets, consisting of a solid
waste processing facility, a solid waste processing facility
operating permit, and the trucks and equipment, to River Bend
Recycling and Transfer, LLC for $4,623,800.
On April 25, 2020, the Debtors filed a joint motion to
substantively consolidate their estates for the purpose of
increasing the value of their respective assets. There are no
outstanding objections to the motion, and the Debtors anticipate
that it will be entered on June 23, 2020.
Byrdland is the sole record owner of a solid waste processing
facility, or "Transfer Station," located at 17200 Industrial Drive,
in the Village of River Bend, Missouri 64058. Security Bank of
Kansas City ("SBKC") asserts a valid and perfected first priority
lien on and security interest in the Transfer Station pursuant to,
among other loan and security documents, that certain Deed of Trust
dated as of May 6, 2016, granted by Byrdland for the benefit of
SBKC, recorded at Document Number 2016E0040017 with the Recorder of
Deeds of Jackson County, Missouri, as amended, modified, or
supplemented from time to time.
JDS is the owner of a 21-year Solid Waste Processing Facility
Operating Permit issued by the Missouri Department of Natural
Resource to operate the Transfer Station. BKC asserts a valid and
perfected first priority lien on and security interest in the
Permit pursuant to the loan and security documents, security
agreements, UCC-1 financing statements, and other perfection
documents attached to SBKC's proof of claim in the case, available
at Claim No. 38 in the JDS claims register.
JDS is also the owner of the assets listed on Exhibit B ("Trucks
and Equipment"). These assets are unencumbered.
The Debtors have received an offer to purchase the Assets for
$4,623,800 on the terms and conditions set forth in the non-binding
letter of intent. They anticipate supplementing the Motion with a
final purchase agreement within 21 days of the filing of the
Motion. The Debtors believe that the amount is sufficient to pay
off all of the liens to which the Assets are subject (other than
the liens and security interest that will attach to the proceeds
upon .
The Debtors propose to sell the Assets free and clear of liens,
claims, and encumbrances.
The Debtors propose that the proceeds from the Sale be used to pay
the following, in order:
(a) First, to satisfy any outstanding real property taxes
associated with the real property to be sold;
(b) Second, to the first-priority lienholders with valid
claims against the Assets;
(c) Third, to the attorney's fees and costs (including
postage) incurred by the Debtors in selling the Assets, subject to
Bankruptcy Court approval, in an amount not to exceed $25,000; and
(d) Fourth, to the Debtors' substantively consolidated estate.
In connection with the Proposed Sale, the Purchaser may desire to
take assignment of and assume certain executory contracts and/or
leases related to the Permit or Transfer Station.
The Debtors ask that the private sale take place on July 24, 2020,
or such later time as the Debtor may determine is in the best
interests of the estate, with the Sale Hearing to occur on July 29,
2020 at 1:30 p.m.
A copy of the Letter of Intent and the Exhibits is available at
https://tinyurl.com/ydh6qnhq from PacerMonitor.com free of charge.
About Jim's Disposal Service
Jim's Disposal Service, LLC, a company that specializes in
residential waste solutions, filed a Chapter 11 petition (Bankr.
W.D. Mo. Case No. 20-40050) on Jan. 6, 2020. At the time of the
filing, the Debtor estimated $50,000 in assets and $1 million to
$10 million in liabilities. Judge Brian T. Fenimore oversees the
case. Larry A. Pittman, II, Esq., and Robert Baran, Esq., at Mann
Conroy, LLC, are the Debtors' bankruptcy attorneys.
JOSEPH A. BRENNICK: Proposes to Auction Seven Real Properties
-------------------------------------------------------------
Joseph A. Brennick asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of the auction sale of
the following properties:
a. Parcel 3: Sarasota Head Injury Holding Co., Inc. - 4601
Lockwood Ridge Rd, Sarasota, Parcel ID 0029-03-0007, 1.91-acre
vacant land;
b. Parcel 4: Sarasota Head Injury Holding Co., Inc.- 4409
Lockwood Ridge Rd., Sarasota, Parcel ID 0029-03-0006, 0.34-acre
contiguous vacant land;
c. Parcel 5: Brennick, Joseph A. - 1070 Florida Ave. S.
Hardee 09-34-25-0000-04170-000, 1.2-acre Single family residence;
d. Parcel 6: Brennick, Joseph A. - Florida Ave. S. Hardee
09-34-25-0000-04180-000, 2.4-acre Vacant land
e. Parcel 7: Brennick, Joseph A. - 1120 Florida Ave. S
Hardee 09-34-25-0000-04190-000, 1.2-acre contiguous vacant land;
f. Parcel 8: Brennick, Joseph A. - 1130 Florida Ave. S.
Hardee 09-34-25-0000-04200-000, 0.63-acre contiguous vacant land;
and
g. Parcel 9: 9204 Bay Street, Inc. - 204 Bay St. W Hardee
03-34-25-0200-00037-0016, Lot - Single family residence.
Exhibit A is the complete legal descriptions of the Properties.
On May 7, 2020, the Debtor filed his Bidding Procedures Motion,
seeking to establish a process for the sale of certain real
property owned by the Debtor and other related entities by auction
with Soldnow, LLC, doing business as Tranzon Driggers, as
auctioneer. On May 29, 2020, the Court entered an order granting
in part and denying in part the Bidding Procedures Motion. In the
Bidding Procedures Order, the Court approved the bid procedures for
the sale of the Properties.
The Bidding Procedures contemplate the filing of the separate sale
motion to effectuate the sale of the Properties. Accordingly, the
Debtor files the Motion in accordance with the Bidding Procedures
and the Bidding Procedures Order. The Motion fully incorporates
the Bidding Procedures, and the sale of the Properties requested
will be consistent with, and subject to, the Bidding Procedures.
The online auction contemplated by the Bidding Procedures will
remain open until June 30, 2020. Following the conclusion of the
auction, the Debtor will file a Notice of Auction Results with the
Court listing the highest and best bidders and back-up bidders
resulting from the auction. Copies of the Agreements for Purchase
and Sale for the respective Properties will also be filed along
with the Notice of Auction Results.
The Debtor asks authority to sell each Property to the highest and
best bidder as to such Property (or the back-up bidder, as the case
may be), consistent with the Bidding Procedures, free and clear of
all liens, claims, encumbrances, and interests. Any lien, claim,
encumbrance, or interest with respect to a Property will attach to
the sale proceeds of such Property. The sale proceeds will be
distributed in accordance with the Debtor's plan of reorganization
based on the extent, priority, and validity each creditors' lien,
claim, encumbrance, or interest in each Property.
The Properties are not necessary for the Debtor's reorganization
and allowing the Properties to be sold will relieve the Debtor of
the burdens of property ownership, such as insurance and property
taxes. Further, the Debtor believes that the auction process
through Tranzon will achieve maximum value for the Properties and
therefore the highest credit towards applicable secured claims.
Reduction of secured claims against the Debtor will, in turn,
reduce any payment obligation of the Debtor on such secured claims
through a plan.
The Debtor believes that all parties that have an interest in the
Properties do not object to the sale outlined.
A copy of the Exhibit A is available at
https://tinyurl.com/ybqnrfpy from PacerMonitor.com free of charge.
Joseph A. Brennick sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 18-07874) on Sept. 18, 2018. The Debtor tapped Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Postler, P.A.,
as
counsel.
KRISJENN RANCH: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 cases of KrisJenn Ranch LLC, Series Pipeline Row and
KrisJenn Ranch, LLC, Series Ulvade Ranch.
About KrisJenn Ranch
KrisJenn Ranch, LLC, a privately held company in the livestock
farming industry, KrisJenn Ranch, LLC Series Uvalde Ranch and
KrisJenn Ranch, LLC Series Pipeline Row sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No.
20-50805) on April 27, 2020. At the time of the filing, KrisJenn
Ranch, LLC disclosed total assets of $16,246,409 and total
liabilities of $6,548,315. Judge Ronald B. King oversees the
cases. Muller Smeberg PLLC is the Debtors' legal counsel.
KURT K. KROLL: Ainsworths Buying Wayzata Homestead for $250K
------------------------------------------------------------
Kurt Kennan Kroll asks the U.S. Bankruptcy Court for the District
of Minnesota to authorize the sale of his homestead located at 2406
Lafayette Road, Wayzata, Minnesota, Torrens Certificate No.
1498114, to Kristin and Gary Ainsworth for $250,000.
A critical component of the Debtor's plan of reorganization was to
sell the Homestead to realize maximum value. To achieve that goal,
Coldwell Banker Realty and Mimi M. Bendickson were appointed as the
Debtor's real estate professionals.
The Homestead constitutes property of the Debtor's estate and title
thereto is vested in the Debtor's estate within the meaning of
section 541(a) of the Bankruptcy Code.
The Debtor has caused the following marketing efforts to the
Homestead. These activities resulted in 14 showings. It was
because of this networking and timing that Debtor was able to
enable a multi-offer situation. In the market and at this price
point, one of the most critical factors to achieving a premium
price and contract terms is by networking a property with the
active agents in the market, which is precisely what Debtor and
Coldwell Banker did.
The Purchase Agreement and the transactions contemplated thereby
have been negotiated by the Debtor and the Purchaser in good faith,
at arm's-length and without collusion.
The Debtor may sell the Homestead free and clear of all
Encumbrances.
These are believed to hold secured claims against the Homestead:
a. Freedom Mortgage Corp. - 1st Mortgage - $399,706
b. Kensington Bank - 2nd Mortgage - $290,209
c. Kensington Bank - 3rd Mortgage - $236,911
d. Kensington Bank - 4th Mortgage - $93,050
Freedom Mortgage is adequately protected by having its Liens attach
to the proceeds in the same order of priority, with the same
validity, force and effect that it had prior to the Transaction,
and subject to any claims and defenses the Debtor and his estates
may
possess with respect thereto.
Kensington Bank is adequately protected by having its three Liens
attach to the proceeds in the same order of priority, with the same
validity, force and effect that it had prior to the Transaction,
and subject to any claims and defenses the Debtor and his estates
may possess with respect thereto.
The Debtor proposes that Freedom Mortgage Corporation and
Kensington Bank be paid its secured liens at the closing date.
Further, the Debtor proposes that customary closing costs (title
fees, real estate fees, pro-rations, etc.) also be paid at closing.
Any excess funds will remain with the title company to be
disbursed pursuant to a future Court order. In the event the title
company does not wish to escrow the funds, the Debtor proposes that
any net proceeds be held in the Lamey Law Firm Trust Account.
The Purchaser would not enter into the Agreement to acquire the
Homestead if the Sale were not free and clear of all Encumbrances.
A sale of the Homestead other than one free and clear of all
Encumbrances would adversely impact the Debtor's estate and would
yield
substantially less value for the Debtor's estate, with less
certainty than the Sale. Therefore, the Sale contemplated by the
Purchase Agreement is in the best interests of the Debtor, their
estates and creditors, and all other parties in interest.
Time is of the essence. In order to maximize the value of the
Debtor's Homestead, it is critical that the sale of the Homestead
of the Debtor occur within the time constraints set forth in the
Purchase Agreement. Accordingly, there is cause to waive the stay
contemplated by Bankruptcy Rule 6004.
A hearing on the Motion is set for July 23, 2020 at 10:00 a.m. The
objection deadline is July 17, 2020.
A copy of the Agreement is available at
https://tinyurl.com/y8r8jvu5 from PacerMonitor.com free of charge.
Kurt Kennan Kroll sought Chapter 11 protection (Bankr. D. Minn.
Case No. 20-41050) on April 13, 2020. The Debtor tapped John
Lamey, Esq., at Lamey Law Firm PA as counsel.
LADDER CAPITAL: Fitch Affirms BB+ LongTerm IDRs, Outlook Neg.
-------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings and
senior unsecured debt ratings of Ladder Capital Finance Holdings
LLLP and Ladder Capital Finance Corporation, subsidiaries of Ladder
Capital Corp, at 'BB+'. The Rating Outlook remains Negative.
KEY RATING DRIVERS
The rating affirmations reflect Ladder's established platform as a
commercial real estate lender and investor; strong credit track
record to date, which Fitch believes is representative of a
conservative underwriting culture; consistent investment strategy
throughout periods of market volatility due to its ability to shift
between the securities, lending and real estate businesses, which
tend to be countercyclical; granular portfolio; and internal
management structure. The ratings also reflect the increased
proportion of unsecured debt to total debt following Ladder's
unsecured notes issuance in January 2020 and the declining
proportion of secured financing that is subject to mark-to-market
provisions. Fitch also believes there is a strong alignment of
interests between management and shareholders, as evidenced by
management and directors owning over 10.5% of equity in the
company.
Rating constraints include Ladder's focus on the CRE market, which
exhibits volatility through the credit cycle; meaningful proportion
of secured debt funding, some of which is short-term and/or subject
to mark-to-market provisions, reliance on wholesale funding; and
the absence of a track record as a standalone entity through a
credit cycle.
The Negative Rating Outlook reflects Fitch's belief that the
economic impact of the coronavirus pandemic will result in weaker
asset quality and earnings for Ladder over the medium term, which
could hurt the firm's ability to manage leverage within its
targeted range and at a level that provides sufficient cushion to
covenants. The Negative Outlook also reflects the potential for
additional margin calls on Ladder's secured repurchase facilities.
Fitch believes Ladder's current liquidity position is sufficient to
fund additional margin calls, if necessary, but doing so could
reduce the firm's operating flexibility.
At March 31, 2020, loans represented approximately 53.3% of the
company's total investment portfolio, followed by securities
(29.2%), real estate (15.8%) and other investments (1.7%). Ladder's
top property exposures in its loan portfolio at 1Q20 were
multifamily (27% of loans), office (23% of loans) and mixed use
(18% of loans). While Fitch believes Ladder's exposure to borrowers
in the hardest hit industries, including hotels (12% of loans and
6.4% of total investments) and retail (8% of loans and 4.3% of
total investments), are manageable, social distancing guidelines
have pushed the U.S. economy into a recession, which will likely
have credit implications across the portfolio. Exposure to retail
properties in Ladder's real estate portfolio is more meaningful, at
approximately 47% of this portfolio at March 31, 2020. However,
Ladder noted the majority of this exposure consists of net leased
properties to necessity-based retail which have remained open and
stable.
The principal balance of four loans, which Ladder concluded were
individually impaired at 1Q20, totaled $81.3 million, representing
2.3% of Ladder's loan portfolio, based on outstanding face amount.
Impaired loans ticked up modestly over the past year, from 1.0% of
the total loan portfolio at 1Q19. From inception in October 2008
through March 31, 2020, Ladder originated $25.7 billion of CRE
loans and incurred losses representing less than 0.1% of total
loans originated over this time frame, which Fitch believes
demonstrates strong execution to date. However, Fitch believes
asset quality metrics will deteriorate over the medium term as the
coronavirus pandemic has negatively affected the CRE markets.
Ladder's loan portfolio totaled $3.5 billion at March 31, 2020,
with an average loan balance of $20 million, limiting individual
loss exposures. Fitch would view a material increase in losses
negatively.
Core earnings-to-average assets and core earnings-to-average equity
were 2.9% and 11.6% in 2019, respectively, down from 3.7% and 14.7%
in 2018, largely driven by higher gains from real estate sales
during the prior year. Ladder's core earnings totaled $30.9 million
in 1Q20, which was down 34.2% from 1Q19, driven by a decline in net
interest income primarily due to lower interest rates and an
increase in the provision for loan losses. Ladder's earnings will
continue to be negatively affected by lower interest rates in 2020
given the floating-rate nature of the loan portfolio (77% of loans
at 1Q20), although the impact will be mitigated by the presence of
interest rate floors in all floating-rate loans, as well as an
increase in interest expense resulting from the increase in
leverage and higher weighted average cost of funds on new financing
arrangements. An increase in non-accrual loans would further
pressure the firm's earnings. To offset some of the pressure on
earnings, Ladder recently reduced expenses by modifying certain
vendor contracts and employee benefits and reducing headcount.
In March 2020, the coronavirus pandemic drove a significant decline
in trading volumes and prices for CRE collateralized loan
obligation securities, which led to Ladder experiencing margin
calls on its securities repurchase financing. Ladder was able to
satisfy all margin calls in a timely manner and has since received
rebates of all previously called funds, but the firm noted that it
realized a modest loss from selling $408 million of balance sheet
loans and securities in March and April at an average price of 96%
of par. Fitch believes Ladder demonstrated better execution during
this period of market volatility relative to some mortgage real
estate investment trust peers that were forced to sell assets at
significant losses. As of May 1, 2020, all securities margin call
funds were rebated by financing counterparties back to Ladder,
reflecting improved market conditions. Despite the improvement in
commercial mortgage-backed securities prices in recent weeks, Fitch
believes the risk of additional margin calls that could result from
declines in values in CMBS and/or loan collateral remains elevated
in the challenging economic environment.
In response to margin calls, Ladder sought to bolster its liquidity
position by drawing on its corporate revolver and other sources of
liquidity, which increased leverage during 1Q20. Ladder's leverage
was also negatively affected by a decline in equity, primarily due
to an increase in reserves, including an increase in reserves
related to the adoption of the current expected credit loss
accounting standard, and a markdown of the firm's securities
portfolio. Leverage, defined by Fitch as total debt-to-tangible
equity, was 4.1x at March 31, 2020, up from 3.2x at Dec. 31, 2019.
If adjusted for cash, which increased to $358.4 million at 1Q20
from $58.2 million at YE 2019, Ladder's leverage would have been
3.8x at 1Q20. Ladder seeks to manage its adjusted leverage ratio,
as measured by debt to equity and excluding any nonrecourse
borrowings related to securitizations, within a target range of
2.0x to 3.0x. On this basis, Ladder's leverage was 3.8x at 1Q20, up
from 3.0x at YE 2019. Additionally, Ladder was not in compliance
with its 3.5x maximum leverage covenant as of March 31, 2020,
partially due to maintaining a higher cash balance, but had the
benefit of a contractually provided 30-day cure period during which
the company cured such noncompliance by paying down debt.
Ladder noted its adjusted leverage ratio declined to 3.4x as of May
1, 2020 while cash increased to over $830 million as a result of
new financing arrangements and proceeds from loan payoffs and asset
sales. Fitch believes Ladder will likely continue to hold higher
amounts of cash, relative to historical levels, on its balance
sheet in the near term given the challenging economic environment,
but expects Ladder to utilize cash to repay outstanding debt and
manage leverage within its targeted range over time. An inability
to reduce leverage to within the targeted range by YE 2021, or an
inability to manage leverage at a level that provides sufficient
cushion relative to covenants to account for market volatility,
future credit losses and/or weaker earnings in the medium term,
would likely result in a ratings downgrade.
Ladder had approximately $305 million of nonrecourse CLO debt
outstanding as of May 1, 2020, which the firm excludes when
calculating its adjusted leverage ratio. However, Fitch views CLO
debt as a funding source for one of Ladder's core businesses and,
therefore, primarily evaluates leverage on a consolidated basis.
Unsecured debt, which included senior notes and outstanding
borrowings under the corporate revolver, represented 37.9% of
Ladder's total debt outstanding at March 31, 2020, up from 24.6% of
total debt outstanding at March 31, 2019. Fitch believes the
increase in long-term unsecured debt funding over the past year
enhanced the company's funding flexibility. In addition to the
unsecured notes issuance, Ladder extended the maturity dates on
five of its loan repurchase facilities, its committed securities
repurchase facility and its unsecured corporate credit facility
during 2H19 and early 2020. Fitch views Ladder's ability to extend
these facilities, thereby reducing reliance on short-term
borrowings, favorably. Fitch expects Ladder will continue to
diversify its funding profile over time, including
opportunistically issuing additional unsecured debt. Ladder's next
unsecured debt maturity is in August 2021, when $265.2 million of
notes come due. A material reduction in the proportion of unsecured
debt-to-total debt, resulting from refinancing unsecured debt
maturities with secured debt or issuing incremental secured debt,
could result in a ratings downgrade.
In April 2020, Ladder completed a private CLO financing transaction
with Goldman Sachs Bank USA, which generated $310.2 million of
gross proceeds, and also entered into a strategic financing
arrangement with Koch Real Estate Investments, LLC, under which
Koch will provide Ladder with approximately $206.4 million in
senior secured financing to fund transitional and land loans. The
Koch facility will mature after 36 months and borrowings will bear
interest at LIBOR (or a minimum of 0.75% if greater) plus 10.00%.
The Koch facility and private CLO are nonrecourse, subject to
limited exceptions for the Koch facility, and do not contain
mark-to-market provisions. Additionally, the Koch facility provides
Ladder the option to modify or restructure loans or forbear in
exercising remedies, which enhances the company's financial
flexibility. As part of the strategic financing, Koch also has the
right to make an equity investment in Ladder of up to 4 million
class A common shares, which could provide additional liquidity if
exercised.
Proceeds from the new financing arrangements were used to pay off
other secured debt that was subject to mark-to-market provisions,
including loan repurchase and Federal Home Loan Bank financing. At
May 1, 2020, Ladder's outstanding FHLB advances amounted to $487
million, reflecting a reduction of approximately $520.6 million
since March 31, 2020. Ladder has made progress on paying down
borrowings from the FHLB over the past year - $1.3 billion was
outstanding at the end of 1Q19 - in advance of the expected loss of
full FHLB membership rights by the firm's captive insurance
subsidiary, effective February 2021. Fitch believes Ladder's
funding profile improved following the end of 1Q20 given the
reduced reliance on funding arrangements with mark-to-market
provisions, but the higher cost of funding on the new financing
arrangements will negatively affect the firm's earnings.
Ladder's liquidity position has improved following the end of 1Q20
as a result of the new financing arrangements, loan payoffs and
sales of balance sheet loans and securities. At May 1, 2020, Ladder
had approximately $830 million of unrestricted cash on hand.
Additionally, Ladder's unencumbered pool of assets, which was in
excess of the amount required by its bond covenant by $386 million
at May 1, 2020, could be pledged or sold (subject to applicable
haircuts) to provide additional liquidity, if necessary. At May 1,
2020, unencumbered assets included $830 million of unrestricted
cash, $1.2 billion of first mortgage loans, $122 million of
mezzanine loans, $85 million of CRE equity investments and $379
million of other assets.
As of May 1, 2020, Ladder had approximately $1.2 billion of
outstanding borrowings maturing in 2020, consisting largely of
borrowings under securities repurchase facilities. Management plans
to continue to work with its bank counterparties to roll and extend
such maturities. Other potential liquidity needs at the end of 1Q20
included $303.4 million of unfunded commitments on mortgage loan
receivables held for investment to provide additional first
mortgage loan financing over the next three years. Ladder noted
that 48% of its unfunded commitments at 1Q20 related to the
occurrence of certain "good news" events, such as the owner
concluding a lease agreement with a major tenant in the building or
reaching some predetermined net operating income. Fitch believes
that Ladder has adequate liquidity to fund its commitments, if
necessary, but doing so would reduce its operating flexibility and
limit its ability to pay down debt in the medium term.
Ladder's liquidity position remains constrained by its REIT tax
election, as REITs must generally distribute at least 90% of their
net taxable income, excluding capital gains, to shareholders each
year. Ladder declared a 2Q20 dividend of $0.20 per share of class A
common stock, down from $0.34 per share in the prior five quarters.
Fitch views the dividend cut as prudent.
The equalization of the senior unsecured debt rating with Ladder's
IDR reflects the availability of unencumbered assets, suggesting
average recovery prospects for debtholders under a stressed
scenario. Ladder adheres to a 1.2x unencumbered assets-to-unsecured
debt covenant, which should provide protection to bondholders
during periods of market stress. Unencumbered asset coverage of
unsecured notes was approximately 1.4x at May 1, 2020, and Ladder
noted this ratio would improve to 1.7x if unrestricted cash were
used to pay down debt. However, coverage would be lower on a
stressed basis, which would contemplate declines in the value of
the company's unencumbered portfolio.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
A sustained increase in adjusted leverage above 3.0x, an inability
to manage leverage at a level that provides sufficient cushion to
covenants, a significant reduction in liquidity, an inability to
maintain unencumbered assets at a level that provides sufficient
cushion to the covenant, a material increase in credit losses
and/or a sustained reduction in the proportion of unsecured debt
funding below 35%, could lead to a ratings downgrade.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
An ability to return leverage to within the targeted range, while
maintaining sufficient liquidity, unencumbered assets in excess of
the amount required under the covenant, relatively stable credit
performance and unsecured debt to total debt of at least 35%, could
lead to positive rating action, including a revision of the Rating
Outlook to Stable.
The unsecured debt ratings are sensitive to changes to Ladder's IDR
and the level of unencumbered balance sheet assets relative to
outstanding debt. An increase in secured debt and/or a sustained
decline in the level of unencumbered assets, to such an extent that
expected recoveries on the senior unsecured debt were adversely
affected, could result in the unsecured debt ratings being notched
down from the IDR.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond 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.
CRITERIA VARIATION
In Fitch's 'Non-Bank Financial Institutions Rating Criteria', the
core earnings and profitability benchmark ratio for balance sheet
intensive finance and leasing companies is pretax income to average
assets. Fitch believes that core earnings, as defined by Ladder, is
a more useful measure of earnings performance than reported pretax
income because core earnings excludes certain noncash expenses and
unrecognized results and eliminates timing differences related to
securitization gains and changes in the values of assets and
derivatives. Therefore, the primary earnings and profitability
benchmark used in this analysis is core earnings to average
assets.
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).
Ladder Capital Finance Holdings LLLP
- LT IDR BB+; Affirmed
- Senior unsecured; LT BB+; Affirmed
Ladder Capital Finance Corporation
- LT IDR BB+; Affirmed
- Senior unsecured; LT BB+; Affirmed
LAKELAND TOURS: Case Summary & 50 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Lakeland Tours, LLC
d/b/a WorldStrides
218 Water Street West, Suite 400
Charlottesville, VA
Business Description: The Debtors, together with their non-
Debtor affiliates, provide full-service
educational travel and experiential
learning programs domestically and
internationally for students from K12 to
graduate level. The Debtors are the
United States' largest accredited travel
company, providing organized educational
travel and other experiential learning
programs for more than 550,000 students
in 2019.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Southern District of New York
Twenty-three affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Lakeland Tours, LLC (Lead Debtor) 20-11647
Brightspark Travel, Inc. 20-11648
Lakeland Seller Finance, LLC 20-11649
Explorica Merida Holdings, LLC 20-11650
Explorica Travel, Inc. 20-11651
Leadership Platform Acquisition Corporation 20-11652
Explorica, Inc. 20-11653
National Education Travel Council, LLC 20-11654
Oxbridge Academic Resources, LLC 20-11655
GlobaLinks - Canada, LLC 20-11656
Travel Turf, Inc. 20-11657
GlobaLinks, LLC 20-11658
WH Blocker, Inc. 20-11659
WorldStrides Holdings, LLC 20-11660
Heritage Education & Festivals, LLC 20-11661
WorldStrides International, LLC 20-11662
International Studies Abroad, LLC 20-11663
WS Holdings Acquisition, Inc. 20-11664
WS Holdings, Inc. 20-11665
ISA World Holding, LLC 20-11666
WS Purchaser, Inc. 20-11667
Lakeland Finance, LLC 20-11668
Lakeland Holdings, LLC 20-11669
Debtors' Counsel: Nicole L. Greenblatt, P.C.
Susan D. Golden, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: nicole.greenblatt@kirkland.com
susan.golden@kirkland.com
- and -
Whitney Fogelberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: whitney.fogelberg@kirkland.com
Debtors'
Financial
Advisor: KPMG LLP
Debtors'
Investment
Banker: HOULIHAN LOKEY CAPITAL, INC.
Debtors'
Notice &
Claims
Agent: BANKRUPTCY MANAGEMENT SOLUTIONS
dba STRETTO
https://cases.stretto.com/WorldStrides
Debtors'
Communications
Consultant &
Advisor: DANIEL J. EDELMAN HOLDINGS, INC.
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by Kellie Goldstein, chief financial
officer.
A copy of Lakeland Tours, LLC's petition is available for free at
PacerMonitor.com at:
https://is.gd/5UI1tG
Consolidated List of Debtors' 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Globetrotter Co- Seller Note $99,411,064
Investment B LP
c/o Metalmark Capital
Holdings LLC
1177 Avene of the
Americas, 40th Floor
Attn: Jeffrey M.
Siegal & Donald Gerne
New York, NY 10036
Globetrotter Co-Investment B LP
c/o Silverhawk Capital Partners
Attn: james Cook & David Scanlan
140 Greenwich Avenue
Greenwich, CT 06830
Tel: 212-701-5184
Email: jeffrey.siegal@metalmarkcapital.com
Globetrotter Co-
Investment B LP
c/o Davis Polk &
Wardwell LLP
Attn: Michael Davis
450 Lexington Avenue
New York, NY 10017
2. James Hall Seller Note $2,861,043
Address on file
Email: jimhall4989@gmail.com
3. Anish Rajparia Seller Note $1,711,269
Address on file
Email: arajparia@yahoo.com
4. Theresa Morgoglione Seller Note $1,618,435
Address on file
Email: TERRIM@worldstrides.org
5. The James Marshall Seller Note $1,414,021
Irrev Living Trust
Address on file
Email: jimhall4989@gmail.com
6. International Studies Seller Note $1,338,387
Abroad, Inc.
1605 Resaca Boulevard
Austin, TX 78738
Email: gustavo@gen1research.com
7. Adam Hall Seller Note $1,249,551
Address on file
Email: oofgallen@yahoo.com
8. Appletree Holdings LLC Seller Note $1,211,302
1225 Apple Tree Lane
Charlottesville, VA 22901
Email: EARLG@worldstrides.org
9. Frederick O'Connor Seller Note $1,156,894
Address on file
Email: fredoconnorjr@gmail.com
10. James Creighton Seller Note $622,753
Address on file
Email: jim.creighton@gmail.com
11. Earl Martin Grossman Seller Note $581,186
Irrev Family Tr
c/o Suzanne Grossman, Trustee
Address on file
Email: EARLG@worldstrides.org
12. James Gerber Seller Note $565,041
Address on file
Email: jamesc.gerber@gmail.com
13. Richard Lin Seller Note $546,314
Address on file
Email: richardylin@yahoo.com
14. Francois Martin Seller Note $516,609
Address on file
Email: FRANCOISM@worldstrides.org
15. Jacob Mitchell Seller Note $506,923
Address on file
Email: jake.mitchell93@gmail.com
16. Cognizant Technology Seller Note $480,739
Solutions US Corp.
Glenpointe Centre West
500 Frank West Burr Blvd
Teaneck, NJ 07666
Email: Brian.Humphries@cognizant.com
17. Michael Smith Seller Note $445,575
Address on file
Email: michaels@worldstrides.org
18. Matthew Wertz Seller Note $435,889
Address on file
Email: mwertz@explorica.com
19. James Cigliano Seller Note $411,673
Address on file
Email: jimci@worldstrides.org
20. Dennis Liberson Seller Note $366,311
Address on file
Email: dennis@bollingbranch.com
21. Asia Education Seller Note $361,026
Consulting, Ltd
2/F, Palm Grove
House, Wickhams
Cay, Road Town
Tortola, British Virgin Islands
Email: xavi@leadform.org
22. OAP Holdings, Inc. Seller Note $339,025
370 Riverside Dr Apt 15E
New York, NY 10025
Email: jbasker@jamesgbasker.com
23. Hunter Johnson Seller Note $322,881
Address on file
Email: hunterj@acac.com
24. Dominik Wanner Seller Note $306,372
Address on file
Email: dominikwanner@worldstrides.org
25. RST Marketing Vendor AP $293,057
Association Inc
Address on file
Email: glen@rstmkt.com
26. Jamie Cairns Seller Note $290,593
Address on file
Email: jamieccairns@gmail.com
27. Ripley Hunter Seller Note $258,304
Address on file
Email: riph@gettravel.com
28. Spirit II Family LLC Seller Note $258,304
1605 Resaca Blvd
Austin, TX 78738
Email: gustavo@gen1research.com
29. Dan Kellerd Seller Note $232,474
2/15 Duffy Street
Address on file
Email: dank@worldstrides.com.au
30. Aaron Joseph Seller Note $229,784
Borenstein Trust
Address on file
Email: William874@msn.com
31. Ethan William Seller Note $229,784
Borenstein Trust
Address on file
Email: William874@msn.com
32. Jacob Robert Seller Note $229,781
Borenstein Trust
Address on file
Email: William874@msn.com
33. Olle Olsson Seller Note $226,003
Address on file
Email: OLLEAOLSSON@GMAIL.COM
34. Education Abroad Earn Out $202,651
Network, LLC (TEAN)
The Education
Abroad Network
505 N La Salle Dr., Suite 200
Chicago, IL 60654-7103
Email: chris.shepard@teanabroad.org
35. Leandra Jenkins Seller Note $201,422
Address on file
Email: Leandraj@worldstrides.org
36. Rafael Hoyle Seller Note $198,772
Address on file
Email: rafaelhoyle@icloud.com
37. Rajparia Irrev Tr fbo Seller Note $193,728
Kaya Rajparia
c/o Priya Rajparia
Address on file
Email: arajparia@yahoo.com
38. Rajparia Irrev Tr fbo Seller Note $193,728
saira Rajparia
c/o Priya Rajparia
Address on file
Email: arajparia@yahoo.com
39. Rajparia Irrev Tr fbo Seller Note $193,728
Amit Rajparia
c/o Priya Rajparia
Address on file
Email: arajparia@yahoo.com
40. Sitecore USA LLC Vendor AP $193,545
US Headquarters
101 California Street, Floor 16
San Francisco, CA 94111
Email: heather.mcdarby@sitecore.com
41. Timothy Sweeney Seller Note $191,788
Address on file
Email: tims@worldstrides.org
42. Keith Johnson Seller Note $178,230
Address on file
Email: KeithJ@worldstrides.org
43. Dennis Hall Seller Note $176,938
Address on file
Email: dennish@worldstrides.org
44. David Conklin Seller Note $176,612
Address on file
Email: dconklin@explorica.com
45. Trip Mate, Inc. Arch Vendor AP $167,397
Whls Premium
PO Box 954945
St. Louis, MO 63195-4945
Email: djones@tripmate.com
46. SHI International Corporation Vendor AP $162,125
290 Davidson Avenue
Somerset, NJ 08873
Email: al_fitzgerald@shi.com
47. David Leneker Seller Note $153,852
Address on file
Email: DavidL@worldstrides.org
48. Susan Johnson Seller Note $153,368
Address on file
Email: shjohnson1222@gmail.com
49. InnerWorkings Inc Vendor AP $135,900
Attn: Oren Azar
203 N LaSalle Street,
Suite 1800
Chicago, IL 60601
Email: oazar@inwk.com
50. Elizabeth Follansbee Seller Note $135,422
Address on file
Email: efollansbee@hotmail.com
MAIN CONSTRUCTION: Hires Kingman Premier as Real Estate Broker
--------------------------------------------------------------
Main Construction and Landscape, LLC received approval from the
U.S. Bankruptcy Court for the District of Arizona to employ Kingman
Premier Properties to assist in the sale of its property located at
5906 N. Harbor Bay, Kingman, Ariz.
The firm has marketed the property for sale and has already located
a buyer for a sale price of $389,900.
Kingman is entitled to a commission of 2.5 percent if it sells the
property. In the event the purchaser has a broker, Kingman will
receive a 1.5 percent commission while the other broker will
receive a 2.5 percent commission.
Kingman has no connection with Debtor, creditors or any other party
except that Judy Main, the ex-wife of Debtor's principal, was
previously a licensed real estate salesperson with the broker until
her death in December 2019, according to court filings.
The firm can be reached through:
Mindy Terlesky
Kingman Premier Properties
704 E Beale Street
Kingman, AZ 86401
Telephone: (928) 753-3706
Facsimile: (928) 753-9027
About Main Construction and Landscape
Main Construction and Landscape, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-06728) on June 3, 2020. At the time of the filing, Debtor had
estimated assets of between $100,001 and $500,000 and liabilities
of between $500,001 and $1 million. Judge Daniel P. Collins
oversees the case. Debtor has tapped Davis Miles McGuire Gardner,
PLLC as its legal counsel.
MAIN CONSTRUCTION: Paris Interest in Kingman Property for $390K
---------------------------------------------------------------
Main Construction and Landscape, LLC, asks the U.S. Bankruptcy
Court for the District of Arizona to authorize the sale of interest
in the real property located at 5906 N. Harbor Bay, Kingman,
Arizona to Michael D. Paris for $389,900.
The Debtor provides construction and landscaping services as a
general contractor and subcontractor. In recent years, it has
generally purchased two to three vacant lots each year, constructed
homes on the lots, and then sold the new home builds for profit.
Debtor also provides services for smaller projects, including
remodeling, concrete and foundations, general construction, and
landscaping.
The Debtor's primary asset is a completed new home build, the
Property. The Debtor purchased the Property on May 18, 2018; and,
at that time, it entered into two loan transactions with Gold
Canyon Equities, LP to fund the purchase of the vacant lot and
construction of the home.
Concurrently with the Motion, the Debtor has filed an application
to employ Mindy Terlesky and Kingman Premier Properties to serve as
its real estate broker in connection with the sale of the Property.
The Broker has actively marketed the Property for sale and has
located the Buyer for the Property for a sale price of $389,900.
Accordingly, on June 19, 2020, the Debtor executed that certain
Residential Resale Real Estate Purchase Contract with the Buyer for
the sale of the Property for the Purchase Price.
According to a preliminary title report prepared in connection with
the potential sale of the Property, it appears that there are four
potential liens encumbering the Property, as follows:
a. On June 11, 2018, Gold Canyon recorded a deed of trust with
the Mohave County Recorder's Office, securing a promissory note
related to the lot loan in the principal amount of $35,000, as
document no. 2018029171 ("First Lien").
b. In addition, on or about June 11, 2018, Gold Canyon
recorded a deed of trust with the Mohave County Recorder's Office,
securing a promissory note related to a construction loan agreement
in the principal amount of $153,000, as document no. 2018029172
("Second Lien").
c. An alleged materialman's lien filed against the Property by
H&H Development, Inc. in the estimated amount of $11,900, which was
recorded with the Mohave County Recorder's Office on Feb. 20, 2020
at document no. 2020010772.
d. An alleged judgment lien held by Travelers Property
Casualty Co. of America in the estimated amount of $15,710, which
was recorded with the Mohave County Recorder's Office on May 13,
2020 at document no. 2020026494.
In addition, there are real estate taxes owed to the Mohave County
Treasurer regarding the Property in the approximate amount of $282,
which will be paid upon closing. The total principal balance of
the alleged liens amounts to approximately $210,501.
The sale of the Property is scheduled to close on July 17, 2020;
and, if the sale does not close by July 17, 2020, then the Buyer
may cancel the Purchase Contract without penalty.
Pursuant to the agreement between the Debtor and Broker, as
approved by the Court, the Broker is entitled to a commission of
2.5% if the Broker sells the Property; and, in the event the
purchaser of the Property has a broker, then a commission of 1.5%
is payable to the Broker and 2.5% to the Buyer-Broker.
The sale of the Property will result in net proceeds, after costs
of sale and payment of the any valid liens, of no less than $67,803
-- and possibly more depending on the validity of the alleged
liens. Accordingly, the Debtor has determined that it is in best
interests of the Debtor's bankruptcy estate and creditors to sell
the Property pursuant to the Purchase Contract, free and clear of
any liens, claims and encumbrances, with such liens, claims, and
encumbrances to attach to the proceeds.
The Debtor is currently investigating the validity of each of the
liens and believes that, at a minimum, the Travelers Lien is not a
valid lien encumbering the Property because the judgment was
recorded within 90 days of the Petition Date and resulted in a
preferential transfer. As a result, the Travelers Lien is
avoidable by the Debtor.
The Debtor asks that the Court authorizes the sale of the Property
free and clear of any and all of the foregoing liens, with any
valid liens attaching to the net proceeds of the sale, after
payment of closing costs, commissions, and outstanding real estate
taxes, if any.
It also asks a waiver of the 14-day stay that would normally be
imposed before the sale is finalized, pursuant to Fed. R. Bank. P.
6004(h), and that the sale be ordered final by the Court
immediately upon approval. It will allow the sale of the Property
to be completed upon closing.
Finally, the Debtor asks that the Court approves the payment of
commissions to the Broker from the sale proceeds consistent with
the Broker's agreement with the Debtor, as approved by the Court.
A copy of the Agreement is available at
https://tinyurl.com/yanv8vbe from PacerMonitor.com free of charge.
About Main Construction and Landscape
Main Construction and Landscape, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-06728) on June 3, 2020. At the time of the filing, the Debtor
had estimated assets of between $100,001 and $500,000 and
liabilities of between $500,001 and $1 million. Judge Daniel P.
Collins oversees the case. The Debtor has tapped Davis Miles
McGuire Gardner, PLLC as its legal counsel.
MAJESTIC HILLS: Creditors' Committee Taps Leech Tishman as Counsel
------------------------------------------------------------------
The official committee of unsecured creditors appointed in Majestic
Hills, LLC's Chapter 11 case, seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Leech Tishman Fuscaldo & Lampl, LLC as its legal counsel.
The firm's services will include:
(a) advising the committee of its duties and powers under the
Bankruptcy Code;
(b) assisting the committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of Debtor,
the operation of Debtor's business, and any other matters relevant
to Debtor's Chapter 11 case or to the formulation of a bankruptcy
plan; and
(c) review any proposed plan or assist the committee in the
formulation of a plan for Debtor.
The hourly rates charged by the firm's professionals as of Jan. 1
are as follows:
Partner $315 - $655
Associate $75 - $330
Paralegals and Law Clerks $40 - $240
Leech Tishman is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
John M. Steiner, Esq.
Leech Tishman Fuscaldo & Lampl, LLC
525 William Penn Place, 28th Floor
Pittsburgh, PA 15219
Telephone: (412) 261-1600
About Majestic Hills
Majestic Hills, LLC, a privately held company that owns certain
property in Pennsylvania, filed a Chapter 11 petition (Bankr. W.D.
Pa. Case No. 20-21595) on May 21, 2020. The petition was signed by
Joseph DeNardo, its manager. At the time of filing, the Debtor was
estimated to have $1 million to $10 million in assets and
liabilities. Judge Gregory L. Taddonio oversees the case. The
Debtor's counsel is Donald R. Calaiaro, Esq., at Calairo Valencik.
The official committee of unsecured creditors appointed in Debtor's
Chapter 11 case has tapped Leech Tishman Fuscaldo & Lampl, LLC as
its legal counsel.
MASTEC INC: Moody's Rates New $400MM Senior Unsecured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to MasTec, Inc.'s
proposed $400 million senior unsecured notes due 2028. All other
ratings for the company remain unchanged. The outlook is stable.
The proceeds from the new notes will be used to redeem the
company's 4.875% senior unsecured notes due 2023 and to partially
repay outstanding borrowings under the revolving credit facility.
The transaction will be leverage neutral while improving the
company's debt maturity profile. Pro forma for the proposed
offering, Moody's projects MasTec's debt-to-EBITDA (inclusive of
Moody's adjustments) will be 2.2x at year end 2020.
"With the proposed $400 million offering MasTec will enhance its
financial flexibility and will have no debt maturities until
September 2024," said Emile El Nems, a Moody's VP-Senior Analyst.
The following rating actions were taken:
Assignments:
Issuer: MasTec, Inc.
Senior Unsecured Notes, Assigned Ba3 (LGD4)
RATINGS RATIONALE
MasTec, Inc.'s Ba2 corporate family rating reflects the company's
position as a leading infrastructure construction company and its
diversified revenue stream. In addition, Moody's credit rating is
supported by MasTec's strong demand drivers, high backlogs, low
leverage and a good liquidity profile. Governance characteristics
considered for MasTec include the company's conservative financial
policy with respect to leverage and financial flexibility. Moody's
believes the company will follow a disciplined financial approach,
maintain a good liquidity profile and will keep a moderate debt
leverage of around 2.0x. At the same time, Moody's takes into
consideration the company's vulnerability to cyclical end markets
and reliance on the capital spending budgets of its major
customers.
The stable outlook reflects Moody's expectation that during this
uncertain economic environment MasTec will maintain a continued
conservative approach to balance sheet management and liquidity and
that its backlog and demand drivers will provide relative operating
stability.
MasTec's SGL-2 Speculative Grade Liquidity rating reflects Moody's
expectation of a good liquidity profile over the next 12 to 18
months. At March 31, 2020, the company had approximately $72
million in cash and $874 million in availability under its
revolving credit facility that expires in September 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING:
The ratings could be upgraded if:
- The company improves its profitability and free cash profile
- Debt-to-EBITDA is below 2.5x
- EBITA-to-Interest expense is above 5.0x
The ratings could be downgraded if:
- The company suffers from a substantial decline in earnings or
loss of a key customer
- The company's free cash turns negative for a sustained period
of time
- Debt-to-EBITDA is above 4.5x for a sustained period of time
- EBITA-to-Interest expense approaches 2.25x
- The company engages in excessive share repurchase activity
The principal methodology used in this rating was Construction
Industry published in March 2017.
Headquartered in Coral Gables, FL, MasTec, Inc. is an
infrastructure construction company operating mainly throughout
North America across a range of industries. The company's primary
activities include the engineering, building, installation,
maintenance and upgrade of communications, energy, utility and
other infrastructure, such as: wireless, wireline/fiber and
customer fulfillment activities; petroleum and natural gas pipeline
infrastructure; electrical utility transmission and distribution;
power generation, including renewables; heavy civil; and industrial
infrastructure.
MASTEC INC: S&P Rates Senior Unsecured Notes 'BB'
--------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to the
senior unsecured notes due in 2028 proposed by Florida-based
engineering and construction (E&C) contractor MasTec Inc. to
refinance debt. The '5' recovery rating indicates S&P's expectation
for average (10%-30%; rounded estimate: 25%) recovery in the event
of a payment default.
At the same time, S&P affirmed its 'BB+' issuer credit rating on
MasTec. The outlook is stable.
S&P expects MasTec to sustain reduced leverage as operating
performance benefits from its large backlog and end-market demand.
MasTec's 18-month backlog increased to $8.3 billion as of March 31,
2020. This provides good revenue visibility and supports S&P's
expectation for top-line growth in 2020. Over half of the company's
backlog relates to its communications segment. In general, this
segment should benefit from customers' accelerated 5G wireless
network spending as well as new wireless opportunities from AT&T
Inc.'s public safety network for first responders (FirstNet).
"Our stable outlook on MasTec reflects our expectation that
continued top-line growth and project efficiencies will allow the
company to maintain debt to EBITDA of about 2x or less," S&P said.
Over the next 12 months, S&P could lower its ratings on MasTec if
its oil and gas or communications end markets face a cyclical
downturn and the rating agency expects the company's free operating
cash flow (FOCF)-to-debt ratio to drop below 15%, or if debt to
EBITDA exceeds 3x and the rating agency does not anticipate
improvement. Alternatively, S&P could lower its ratings if it
appears likely MasTec's operating performance will deteriorate or
that a debt-financed acquisition will weaken its FOCF-to-debt ratio
below 25% on a sustained basis prior to a cyclical downturn in its
end markets.
"Although unlikely over the next 12 months, we could raise our
ratings on MasTec if operating performance continues to improve and
it sustains an FOCF-to-debt ratio of more than 40% and an adjusted
debt-to-EBITDA metric of less than 1.5x. At the same time, we would
expect the company to demonstrate more conservative financial
policies commensurate with a higher rating, notably by refraining
from debt-financed share repurchases or acquisitions that would
raise adjusted debt to EBITDA above 1.5x," S&P said.
MICHAEL F. RUPPE: Selling 3 Wharton Properties for $1.2 Million
---------------------------------------------------------------
Michael F. Ruppe asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the sale of the following three real
properties located at: (i) 10-12 Huff Street, Wharton, New Jersey
to Brandon Pires for $370,000; (ii) 9-11 Baker Avenue, Wharton, New
Jersey to Matthew J. Ledet for $375,000; and (iii) 81 Pine Street,
Wharton, New Jersey to Megan Mahmoud, Nasir Uddin, and Ahmed Ahmed
for $438,600.
The current owner of 10-12 Huff is the Debtor. The property is a
2-family home in good condition with minimal wear. The 2,080 sq.
ft. property consist of five bedrooms and two bathrooms. The
property is currently occupied by tenants. The Tenants pay a
monthly rent fee of $3,600.
The current owner of 9-11 Baker Property is the Debtor. The 1,931
sq. ft. property is a 2-family home with four bedrooms and two
bathrooms. The property is currently occupied by tenants. The
Tenants pay a monthly rent fee of $3,285.
The sole owner of the 81 Pine Property is the Debtor. The 2,368
sq. ft. property is a 2-family home with six bedrooms and two
bathrooms. The property is currently occupied by tenants. The
Tenants pay a monthly rent fee of $3,800.
The Liens that may encumber the Properties include:
1. 10-12 Huff Property:
a. Any and all unpaid property taxes;
b. Any and all unpaid municipal charges for water and/or
sewer;
c. First Mortgage lien held by Wells Fargo Home Mortgage
in the amount of $225,285.
d. Second Mortgage lien (Blanket mortgage covering 10-11
Huff Property and 9-11 Baker Property) held by Customers Bank in
the amount of $724,640;
2. 9-11 Baker Property:
a. Any and all unpaid property taxes;
b. Any and all unpaid municipal charges for water and/or
sewer;
c. First Mortgage lien held by Wells Fargo Home Mortgage
in the amount of $180,970;
d. Second Mortgage lien (Blanket mortgage covering 10-11
Huff Property and 9-11 Baker Property) held by Customers Bank in
the amount of $724,640;
3. 81 Pine Property:
a. Any and all unpaid property taxes;
b. Any and all unpaid municipal charges for water and/or
sewer;
c. First Mortgage lien held by Wells Fargo Home Mortgage
in the amount of $239,986;
The other pertinent terms of the Purchase Agreements are:
a. 10-12 Huff Property:
i. Purchase Price. $370,000 - 1. Deposit: $92,500
(deposit held by the Debtor's real estate attorney), and 2. Balance
due at closing: $277,500
ii. The property is being sold "as is" - the Seller
agrees to maintain the grounds, buildings, and improvements subject
to
ordinary wear and tear until closing.
iii. The seller agrees to permit purchaser to inspect the
property at any reasonable time prior to closing. If the
inspections reveal any serious defects and the parties do not agree
on what corrective actions or repairs are to be made by the Seller,
either party may cancel the contract.
iv. The parties agree to adjust the following expenses as
of the closing date: rents, municipal water charges, sewer charges
and taxes.
v. It is expressly understood and agreed that each of the
parties warrants to the other that this sale was not brought about
by any real estate broker or any other person
vi. The Seller represents that the premises are heated by
natural gas and have been so heated during their term of ownership.
Seller further represents that to the best of their knowledge there
are no heating oil tanks on the premises and that no oil tank was
removed from the property during the Sellers term of ownership.
b. 9-11 Baker Property:
i. Purchase Price: $375,000 - 1. Deposit: $8,750 (deposit
held by the Debtor's real estate attorney), 2. Mortgage
Contingency: $356,250, and 3. Balance due at closing: $10,000
ii. The property is being sold "as is" - the Seller
agrees to maintain the grounds, buildings, and improvements subject
to ordinary wear and tear until closing.
iii. The Seller agrees to permit purchaser to inspect the
property at any reasonable time prior to closing. If the
inspections reveal any serious defects and the parties do not agree
on what corrective actions or repairs are to be made by the seller,
either party may cancel this contract.
iv. The parties agree to adjust the following expenses as
of the closing date: rents, municipal water charges, sewer charges
and taxes.
v. The Seller represents that the premises are heated by
natural gas and have been so heated during their term of ownership.
The Seller further represents that to the best of their knowledge
there are no heating oil tanks on the premises and that no oil tank
was removed from the property during the seller term of ownership.
The Seller states that to the best of his knowledge there is no
presence of asbestos, Urea formaldehyde insulation, lead base paint
or toxic waste.
c. 81 Pine Property:
i. Purchase Price. $438,600 - 1. Deposit: $1,000 (deposit
held by the Debtor's real estate attorney), 2. Mortgage
Contingency: $328,950, and 3. Balance due at closing: $108,650 -
$10,000 (Credit in lieu of repairs)
ii. The property is being sold "as is" - the Seller
agrees to maintain the grounds, buildings, and improvements subject
to ordinary wear and tear until closing.
iiii. FHA or conventional mortgage in the amount of
$328,950 at the prevailing interest rate for a term of 30 years.
iv. The property is being sold "as is" - the Seller does
not make any claims or promises about the condition or value of any
property included in the sale.
v. The following items are included in the sale: gas and
electric fixtures, wall-to-wall carpeting, linoleum, screens,
shades, awnings, storm windows and doors.
vi. The Seller agrees to permit purchaser to inspect the
property at any reasonable time prior to closing. The Buyer, at
the buyer's sole cost and expense, is granted the right to have the
dwelling and all other aspects of the property inspected and
evaluated for the purpose of determining the existence of any
structural defects or environmental conditions. If the inspections
reveal any serious defects and the parties do not agree on what
corrective actions or repairs are to be made by the Seller, either
party may cancel the contract.
vii. If the property is in a "flood area," the Buyer may
cancel the contract.
viii. The parties agree to adjust the following expenses
as of the closing date: rents, municipal water charges, sewer
charges and taxes.
ix. The Seller represents that the purchaser price will
cover all costs of mortgages and liens affecting the property.
Seller will convey clear and marketable title at the time of
closing.
The Debtor asks the Court to allow the Realtor's fees to be paid
from the sale proceeds at closing.
Finally, the Debtor asserts that given the goal by the parties in
the case to sell the Properties and bring the case to conclusion in
the short term, there is cause to waive the stay, he asks that upon
approval of the sale, the 14-day period pursuant to Rule 6004(h) be
waived by the Court.
A hearing on the Motion is set for July 21, 2020.
A copy of the Agreements is available at
https://tinyurl.com/y89pucln from PacerMonitor.com free of charge.
Michael F. Ruppe sought Chapter 11 protection (Bankr. D.N.J. Case
No. 20-10544) on Jan. 13, 2020. The Debtor tapped David L. Steven,
Esq., as counsel. The Court approved Robert Sivori as realtor for
the Debtor's property.
MID-ATLANTIC SYSTEMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Mid-Atlantic Systems of DPN, Inc. 20-02177
802 Interchange Blvd.
Newark, DE 19711-3570
Mid-Atlantic Systems of CPA, Inc. 20-02175
52 Grumbacher Road, #A3
York, PA 17406
Mid-Atlantic Systems of WPA, Inc. 20-02176
13370 Lincoln Way
Irwin, PA 15642
Mid-Atlantic Waterproofing of MD, Inc. 20-02178
9145 Guilford Road
Suite 180
Columbia, MD 21046
Mid-Atlantic Waterproofing of NJ, Inc. 20-02179
60 Ethel Road West
Suite 4
Piscataway, NJ 08854
Mid-Atlantic Waterproofing of NY, Inc. 20-02180
7257 Parkway Drive
Suite 150
Hanover, MD 21076
Mid-Atlantic Waterproofing of VA, Inc. 20-02181
8382 Terminal Road
Suite B
Lorton, VA 22079
Business Description: The Debtors are waterproofing companies that
specialize in correcting wet and damp
basements and structural damage. They offer
basement waterproofing, foundation repair,
concrete repair, structural repair,
radon detection & remediation, among other
services.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Middle District of Pennsylvania
Judge: Hon. Henry W. Van Eck
Debtors' Counsel: Robert E. Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C.
2320 North Second Street
Harrisburgh, PA 17110
Tel: (717) 238-6570
Assets and Liabilities:
Estimated Estimated
Assets Liabilities
---------------- --------------------
Mid-Atlantic Systems of DPN $0 to $50,000 $100,000 to $500,000
Mid-Atlantic Systems of CPA $0 to $50,000 $100,000 to $500,000
Mid-Atlantic Systems of WPA $0 to $50,000 $50,000 to $100,000
Waterproofing of MD $0 to $50,000 $100,000 to $500,000
Waterproofing of NJ $0 to $50,000 $100,000 to $500,000
Waterproofing of NY $0 to $50,000 $0 to $50,000
Waterproofing of VA $0 to $50,000 $100,000 to $500,000
The petitions were signed by Charles Levine, director, Mid-Atlantic
Systems of DPN.
Copies of the petitions are available for free at PacerMonitor.com
at:
https://is.gd/CXrWPw
https://is.gd/HWy3UN
https://is.gd/OjQJU0
https://is.gd/4hBR0c
https://is.gd/a65f3r
https://is.gd/dGpFLq
https://is.gd/MeJT67
NOBLE CORP: S&P Downgrades ICR to 'D' on Missed Interest Payment
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Noble Corp. to 'D' (default) from 'CCC-'. At the same time, S&P
lowered its issue-level ratings on the company's senior unsecured
guaranteed debt to 'D' from 'CCC' (recovery rating: '2'), and on
its unsecured debt to 'D' from 'CCC-' (recovery rating: '4').
"The downgrade reflects our view that Noble Corp. will not make the
interest payment on its 7.75% senior notes due 2024 within the
30-day grace period. The company continues discussions with its
debtholders, and we believe these will result in a comprehensive
debt restructuring or a bankruptcy filing," S&P said.
"Given the current macro environment and industry conditions for
the offshore drilling sector, we believe the default will be a
general default and that the company will fail to pay all or
substantially all of its obligations as they come due," the rating
agency said.
NPC INTERNATIONAL: Morgan, et al. Represent Class Claimants
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Morgan & Morgan PA, Stevens & Lee, P.C. and Keller
Lenkner LLC submitted a verified statement to disclose that they
are representing the Class Claimants in the Chapter 11 cases of NPC
International Inc., et al.
KL and its Co-Counsel represent the following persons in their
respective individual and putative capacities as proposed
representatives of classes of under-reimbursed delivery drivers in
suits brought against Debtor-Defendant NPC International, Inc. and
other affiliated and non-affiliated defendants, as set forth below
in their class action against NPC captioned Marshall et al. v. NPC
International Inc., No. 3:17-cv-00312-NJR-RJD:
Kristin Marshall, Romie Campbell, David Short, Jason Huyett,
Amanda Lima, Anthony Hanna, Jack Carroll, Derrick Sapp, James
Platt, Chancellor Myers, Blake Bolin, David Vega, Michelle
Enyeart, Sentell Hill, Eric Brown, Susan Overturf, Steven
Fultz, and Terry Struhall.
None of these plaintiffs has any "disclosable economic interest"
other than as disclosed in the preceding paragraphs.
KL represents over 1,300 additional individual under-reimbursed
drivers in actions pending against NPC. These individuals are
identified in the attached Exhibit A.
Blake Bolin
4911 S Peoria Ave
Tulsa, OK
Eric Brown
2404 W Main St
Battle Ground, WA
Romie Campbell
1907 W Parker Rd
Jonesboro, AR
Jack Carroll
521 N Main St
Nicholasville, KY
Shawn David
7121 S Memorial Dr
Tulsa, OK
Michelle Enyeart
2501 W 12th St
Sioux Falls, SD
Steven Fultz
2701 Murfreesboro Pike
Antioch, TN
Anthony Hanna
620 Lincoln Way
Ames, IA
Sentell Hill
5100 Williamsburg Rd
Richmond, VA
Jason Huyett
8776 Thomas Dr
Panama City Beach, FL
Other than as disclosed herein, Co-Counsel do not currently
represent or claim to represent any other entity with respect to
the Debtors' cases, and do not hold any claim against or interest
in the Debtors or their estates.
Co-counsel Morgan & Morgan PA represents plaintiffs in various
personal injury, workers compensation, and other non-employment
cases against the Debtors. KL will amend this Statement to provide
the information concerning these actions once complete. Co-Counsel
do not represent any other entities in these cases.
Counsel for Kristin Marshall, et al. can be reached at:
Paul Botros, Esq.
Morgan & Morgan PA
16255 Park Ten Place, Suite 500
Houston, TX 77084
Tel: (346) 214-4324
Email: pbotros@forthepeople.com
8151 Peters Road
Suite 4000
Plantation, FL 33324
Tel: (954) 318-0268
Fax: (954) 327-3017
Nicholas F. Kajon, Esq.
Constantine Pourakis, Esq.
STEVENS & LEE, P.C.
485 Madison Avenue, 20th Floor
New York, NY 10022
Tel: (212) 319-8500
Fax: (212) 319-8505
Email: nfk@stevenslee.com
cp@stevenslee.com
- and -
Seth Meyer, Esq.
KELLER LENKNER LLC
150 North Riverside Plaza, Suite 4270
Chicago, IL 60606
Tel: (312) 741-5220
Email: sam@kellerlenkner.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/vSwf8o and https://is.gd/G7t6wf
About NPC International
NPC International, Inc. -- https://www.npcinternational.com/ -- is
a franchisee company with over 1,600 franchised restaurants across
two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states
and the District of Columbia.
NPC International and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
20-33353) on July 1, 2020. At the time of the filing, Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy
counsel; Alixpartners, LLP as financial advisor; Greenhill & Co.,
LLC as investment banker; and Epiq Corporate Restructuring, LLC as
claims, noticing and solicitation agent and administrative advisor.
OPTISCAN BIOMEDICAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of OptiScan Biomedical Corp.
About OptiScan Biomedical
OptiScan Biomedical Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 20-11465) on June 2, 2020.
At the time of the filing, Debtor disclosed assets of between $10
million and $50 million and liabilities of the same range. Judge
Karen B. Owens oversees the case. The Debtor has tapped McElroy,
Deutsch, Mulvaney & Carpenter, LLP as its legal counsel and Epiq
Corporate Restructuring, LLC as its claims and noticing Agent.
OVERLAND PARK: S&P Lowers Rating on 2019 Revenue Bonds to 'BB+'
---------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Overland Park
Development Corp. (OPDC), Kan.'s series 2019 improvement and
refunding revenue bonds (Overland Park Convention Center Hotel) by
two notches to 'BB+' from 'BBB'. The outlook is negative.
"The downgrade reflects our view of the corporation's significant,
rapid pledged revenue deterioration tied to stay-at-home orders and
social distancing guidelines meant to slow the spread of COVID-19,"
said S&P Global Ratings credit analyst Amahad Brown.
As a result, the corporation anticipates likely draws on debt
service reserves over the near term to make full and timely debt
service payments. In S&P's view, the rating action reflects the
heightened health and safety risks associated with the COVID-19
pandemic and resulting actions taken by state and local officials
to prevent community spread, which the rating agency views as
social risks within its environment, social, and governance
factors. S&P believes that the loss in demand for hotel stays tied
to business and leisure travel will continue to pressure pledged
revenues in the short term.
S&P views the social risk under its environmental, social, and
governance factors as higher than the sector standard, given the
COVID-19 pandemic and its effect on pledged revenue and coverage.
S&P also analyzed the city's environmental and governance risks
relative to its economy, management, financial measures, and debt
and liability profile, and determined that all are in line with the
rating agency's view of the sector standard.
S&P could lower the rating if pledged revenue declines beyond
projections for 2020 or fails to moderately recover in 2021,
resulting in an extended period of less than 1x MADS coverage.
Pledged revenue trends that continue to indicate a material
deterioration in the debt service reserve to support upcoming
payments could have negative rating impact in the short term.
The rating agency could revise the outlook to stable if pledged
revenue increases and stabilizes, resulting in more than 1x MADS
coverage on a sustained basis.
PARKINSON SEED: Plan Admin Proposes Auction of St. Anthony Assets
-----------------------------------------------------------------
Matthew R. McKinlay of CFO Solutions, LLC, doing business as
Advanced CFO, the duly appointed Plan Administrator of the Chapter
11 Trustee of Parkinson Seed Farm, Inc., asks the U.S. Bankruptcy
Court for District of Idaho to authorize the auction sale of
personal property, equipment, and titled vehicles listed on Exhibit
A.
Among other things, the Plan authorizes and directs the Plan
Administrator to liquidate and sell certain estate assets including
certain personal property, equipment, and Titled Vehicles located
at or near St. Anthony, Idaho, which assets were formerly used in
connection with the farming operations of the Debtor. The Plan
Administrator reserves the right to sell all personal property,
equipment, and Titled Vehicles owned by the Reorganized Debtor,
even if such personal property asset is not specifically listed on
Exhibit A.
The Plan Administrator has retained United Country Commercial
Auction Services for the purpose of selling the Equipment and
Titled Vehicles at an auction to be held on Aug. 25, 2020 or such
other date as may be mutually agreed or ordered by the Court. As
part of the sale, United Country will be paid a buyer's commission
of 8% of the gross auction proceeds at closing. No funds will be
advanced to United Country for marketing costs. United Country
will deduct its marketing costs associated with the auction (as
well as any vehicle or equipment repair costs) from the auction
proceeds to be disbursed to the Plan Administrator.
Pursuant to the terms of the Plan, the Plan Administrator is
authorized to sell the Equipment and Titled Vehicles at auction
subject to notice and theCourt's approval to the highest bidder(s)
on an "as-is, where-is" basis, free and clear of all liens, claims,
and interests. He asks that the sale order provide that any and
all liens against the Equipment attach to the proceeds of the sale,
with net proceeds to be paid to secured creditors holding valid and
perfected liens against the assets to be sold as provided by the
Plan.
The Plan Administrator has only limited and historical information
as to the estimated value of the Equipment and Titled Vehicles. No
appraisals have been provided to the Plan Administrator and the
Plan Administrator expresses no opinion as to the value of the
assets to be sold at auction. According to the Debtor's schedules,
the Equipment has an aggregate estimated value of $6 million and
Titled Vehicles have an estimated aggregate value of $1.6 million.
SummitBridge National Investment VI, LLC is the holder of valid and
perfected liens against certain assets of the estate, including the
Equipment. The liens in favor of SummitBridge secure its Allowed
Secured Claim in the amount of $20,473,739 as of the Effective
Date, plus accruing interest, costs, and attorneys' fees.
Deere Credit is the holder of certain first priority purchase money
liens against various items of equipment including two JD 455
folding drills, a JD 2410 and 2410XN Chisel Plow, a JD 956ORT Track
Tractor, and a DEG Protill 40 Disk. The Plan Administrator will
sell these items of equipment at auction and pay the allowed
secured claims of Deere Credit from the proceeds of such sale. In
the event any of the items subject to the liens of Deere Credit are
not sold at auction, the Plan Administrator will surrender any
unsold items to Deere Credit.
The Plan provides that the net sale proceeds from the Titled
Vehicles will be paid to remaining unpaid Holders of Allowed
Administrative Claims and then to Holders of Allowed Class 9
General Unsecured Claims. The Plan also provides that the net sale
proceeds from the sale of the remaining equipment will be paid to:
SummitBridge to the extent there remains any amounts due and owing
on account of the Allowed Class 2 Secured Claim and then any
remaining proceeds will be distributed to Holders of Allowed Class
9 General Unsecured Claims.
The Court will conduct a telephone hearing on July 20, 2020, at
1:30 pm. (MT). The objection deadline is July 13, 2020.
A copy of the Exhibit A is available at
https://tinyurl.com/ydfdkjpn from PacerMonitor.com free of charge.
About Parkinson Seed Farm
Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. --
http://www.parkinsonseedfarm.com/-- farms approximately 7,200
acres of potatoes. It raises seed potatoes, hard red and hard
white wheat, as well as a small amount of alfalfa (mostly to feed
horses for recreational purposes). The company raises 11 of what
it considers to be more mainstream varieties such as the Russet
Burbank, Ranger, three different line selections of Russet
Norkotah, white varieties such as Cal Whites and Atlantics, and
reds like the Dark Red Norland. The company was founded in 1937.
Parkinson Seed Farm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15,
2018. In the petition signed by Dirk Parkinson, president, the
Debtor disclosed $6.11 million in assets and $26.92 million in
liabilities.
Judge Joseph M. Meier presides over the case. Parkinson Seed Farm
hired Robinson & Associates as its legal counsel.
On Oct. 19, 2019, the Court appointed Henri LeMoyne of LeMoyne
Realty & Appraisals as Realtor.
On March 3, 2020, the Court confirmed SummitBridge National
Investments VI LLC's Amended Chapter 11 Plan of Liquidation Dated
Dec. 11, 2019. The Plan appointed Matt McKinlay of CFO Solutions
LLC as Plan Administrator.
PATRIOT WELL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Patriot Well Solutions LLC
1660 CR-27 Unit A
Brighton, CO 80603
Business Description: Patriot Well Solutions LLC --
https://www.patriotwell.com -- provides
well completion, production &
intervention services for the energy
industry. The company offers wireline &
perforating, coiled tubing & nitrogen,
fluid pumping and crane services.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 20-33642
Judge: Hon. Jeffrey P. Norman
Debtor's
Bankruptcy &
Restructuring
Counsel: Travis A. McRoberts, Esq.
SQUIRE PATTON BOGGS (US) LLP
2000 McKinney Ave., Suite 1700
Dallas, TX 75201
Tel: (214) 758-1500
Email: travis.mcroberts@squirepb.com
Debtor's
Restructuring
Advisor: SONORAN CAPITAL ADVISORS, LLC
Debtor's
Financial
Advisor: PIPER SANDLER & CO.
Debtor's
Claims,
Noticing,
Solicitation,
Balloting, &
Tabulation
Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC.
D/B/A STRETTO
https://cases.stretto.com/patriotwell
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Matthew Foster, chief restructuring
officer.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/v1IGYP
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Dyna Energetics, Inc. Trade Debt $2,368,404
P.O. Box 123789
Dallas TX 75312-3789
Tel: (713) 824-1844
2. GEO Dynamics, Inc. Trade Debt $1,868,595
PO BOX 202810
Dallas TX 75320-2810
Tel: (970) 567-8920
3. Global Tubing, LLC Trade Debt $1,781,897
PO Box 204538
Dallas TX 75320-4538
Tel: (713) 265-5000
4. Specialty Welding & Machine Trade Debt $492,529
PO Box 1794
Pampa TX 79066
Tel: (877) 665-8747
5. Hunting Titan Inc. Trade Debt $477,648
PO Box 206473
Dallas TX 75320-6473
6. Quality Tubing Trade Debt $459,947
PO Box 201155
Dallas TX 75320-1155
Tel: (800) 486-0751
7. Custom Truck & Equipment, LLC Trade Debt $439,882
7701 Independence Ave
Kansas City MO 64125
Tel: (816) 241-4888
8. Owen Oil Tools LP Trade Debt $411,387
PO Box 842241
Dallas TX 75284-2241
Tel: (817) 551-0540
9. ChampionX LLC Trade Debt $407,653
PO Box 734817
Dallas TX 75373-0005
Tel: 281) 632-8162
10. Agility Resources, LLC Subcontract/ $339,977
PO Box 1258 Joint Venture
New Town ND 58763
Tel: (701) 421-0287
11. Tenaris Coiled Tubes LLC Trade Debt $281,576
2200 W Loop South #800
Houston TX 77027
Attn: Treasury
12. La Salle Oil Company Trade Debt $262,124
320 N 1st Street
La Salle CO 80645
Tel: (970) 284-5255
13. Lee Specialties Trade Debt $245,832
Rentals (USA) LLC
P.O. Box 207130
Dallas TX 75320-713
Tel: (403) 346-0770
14. Forum Canada ULC Trade Debt $245,055
C/O CH3048
PO Box 2509, Station M
Calgary AB T2P 0E2
Tel: (403) 723-9473
15. Target Lodging, Trade Debt $205,087
Target Logistics Management LLC
2170 Buckthorne Place, #440
The Woodlands TX 77380
16. Lee Specialties Inc. Trade Debt $194,082
PO Box 26
Blackfalds AB T0M 0J0
Canada
Tel: (403) 346-0770
17. Sunbelt Rentals Trade Debt $190,805
Industrial Services, LLC
PO Box 409211
Atlanta GA 30384-9211
Tel: (403) 346-0770
18. Downhole Chemical Trade Debt $184,399
Solution, LLC
One Cowboys Way, Suite 572
Frisco TX 75034
19. Creek Energy Services LLC Trade Debt $180,641
4165 30th Ave S Suite 102
Fargo ND 58104
20. Airgas USA, LLC Trade Debt $177,605
PO Box 734446
Chicago IL 60673-4446
POWDR CORP: Moody's Assigns B2 CFR, Outlook Negative
----------------------------------------------------
Moody's Investors Service assigned ratings for POWDR Corp.
including a B2 Corporate Family Rating and a B2-PD Probability of
Default Rating. Concurrently, Moody's assigned a B1 rating to the
company's proposed $300 million senior secured notes due 2025. The
outlook is negative.
Proceeds from the $300 million senior secured notes will be used to
repay current revolver borrowings with the remaining amount held as
cash on the balance sheet for general corporate purposes.
Assignments:
Issuer: POWDR Corp.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Proposed $300 million senior secured notes, Assigned B1 (LGD3)
Outlook Actions:
Issuer: POWDR Corp.
Outlook, Assigned Negative
RATINGS RATIONALE
POWDR's B2 CFR reflects its high financial leverage with Moody's
lease adjusted debt/EBITDA expected to temporarily spike to about
9.0x by fiscal year-end September 2020 from 7.0x at March 31, 2020
(pro forma for the $300 million notes offering). POWDR's operating
results were negatively impacted by the early closure of its
resorts in mid-March 2020 due to the coronavirus pandemic. Moody's
projects debt/EBITDA will start to improve in FY2021 with leverage
expected to decline to the high 7.0x range by September 2021
(FY2021) if resorts open for the majority of the 2020-2021 ski
season. However, Moody's expects skier visits, effective ticket
prices, and ancillary revenue to be below normal levels in FY2021.
In addition, social distancing measures will negatively affect
resort operations and efficiency for this upcoming season. Moody's
expects earnings will continue to recover in FY2022 and projects
debt-to-EBITDA leverage to decline and approach 6.5x by September
2022.
The rating also reflects POWDR's small scale with PF revenue of
about $328 million for the LTM period ended March 31, 2020, revenue
concentration as the top three resorts generated roughly 69% of the
LTM revenue, as well as a lower EBITDA margin than rated peers in
the same industry. In addition, POWDR's operating results are
highly seasonal, exposed to varying weather conditions as well as
subject to discretionary consumer spending that is tied to general
economic conditions. Environmental considerations in addition to
exposure to adverse weather include the need to access large
quantities of water, which may be challenging following periods of
severe drought, and the vast amounts of forest land the company is
responsible to properly operate and protect.
However, the rating benefits from POWDR's position as one of the
leading operators in the United States ski industry, operating
thirteen properties and ten mountain resorts. The company has
properties in multiple states and Canada, and generates roughly 14%
of its revenue from non-winter skiing activities including summer
activities such as camps, and mountain biking, and Woodward action
sports. These revenues help to somewhat mitigate the company's
exposure to weather and operating seasonality. The rating is also
supported by the relatively stable long-term fundamentals for the
North American snows ports industry, characterized by high barriers
to entry and resiliency even during weak economic periods,
including the 2007- 2009 recession. POWDR is also coming off a
heavy investment period of roughly $200 million over the last two
fiscal years and Moody's expects capital expenditures to be much
lower over the next two years. The investments provide meaningful
infrastructure upgrades to lifts, mountain terrain, and facilities
that should support good visitation over the next three years, as
well as the construction of the Woodward Park City action sports
venue.
The company's very good liquidity reflects the cash balance of
about $103 million (post the transaction) and access to an undrawn
$50 million revolver facility due 2025. This liquidity will provide
the company with financial flexibility to fund operations through
temporary operating weakness including any mandated temporary
closure of its resorts in 2020/2021 and the high operating
seasonality.
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 POWDR, given its exposure to mandated stay at home
orders, increased social distancing measures and discretionary
consumer spending, which have left it vulnerable to shifts in
market demand and sentiment in these unprecedented operating
conditions.
POWDR is owned by the Cumming family, which also holds a majority
interest in Snowbird that is not part of POWDR's asset portfolio.
The company has historically maintained modest leverage, and
Moody's expects the company to focus on long-term value through
reinvestment that will allow leverage to decline over time as
earnings normalize. Moody's believes there is event risk related to
future acquisitions including a potential combination of Snowbird
into POWDR that would likely only be pursued when the company has
lower leverage and more financial flexibility.
The negative outlook reflects the unprecedented nature of the
downturn caused by the coronavirus pandemic and that social
distancing practices in areas such as lift lines, restaurants, and
lodges will lead to less visitation and facility utilization until
vaccines or other effective coronavirus countermeasures are in
place, the timing of which is highly uncertain. These factors could
prolong earnings weakness and elevated leverage while leading to a
cash burn that increases debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that would lead to a downgrade include operations being
suspended longer than Moody's assumption or expectations for weaker
facility utilization and earnings recovery, resulting in
debt/EBITDA expected to remain above 6.5x. A deterioration in
liquidity could also lead to a downgrade.
Ratings could be upgraded if the company increases its scale and
geographic diversification with strong levels of reinvestment while
maintaining at least good liquidity with Moody's adjusted
debt/EBITDA comfortably below 5.0x.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
POWDR Corp. headquartered in Park City, Utah, operates ten mountain
resorts across 13 properties including Copper Mountain, CO,
Killington, VT and Mt. Bachelor, OR. The core business also offers
action sports camps through its Woodward brand. Ancillary revenue
is generated from two adventure experiences: Powderbird helicopter
skiing in Utah and Sun Country Tours whitewater rafting in Oregon,
as well as through original content on Woodward TV and Outside TV.
The company is private and does not publicly disclose its
financials. POWDR is owned by the Cumming family. PF revenue was
about $328 million for the LTM period ended March 31, 2020.
QUINTELA GROUP: Seeks to Hire Schwartz Associates as Accountant
---------------------------------------------------------------
Quintela Group, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Schwartz Associates,
LLC as its accountant.
The firm's services will include:
(a) preparation of federal and state franchise tax returns;
(b) maintenance of Debtor's books and records;
(c) adjustments to the books and records to the extent
necessary; and
(d) preparation of monthly operating reports.
The firm has agreed to provide bookkeeping services and prepare the
monthly operating reports for an hourly fee of $175 and to prepare
tax returns for a flat fee of $425 per return. Debtor has agreed
to provide a pre-bankruptcy advance in the amount of $2,500 and to
replenish the advance once the balance falls below $500.
Schwartz Associates and its members are "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code,
according to court filings.
The firm can be reached through:
Christian Schwartz
Schwartz Associates, LLC
712 Main Street, Ste. 1830
Houston, TX 77002
Telephone: (832) 583-7057
About Quintela Group
Quintela Group, LLC, a human resource consultant in Spring, Texas,
filed its voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 20-32577) on May 11, 2020. The
petition was signed by Joel Quintela, Debtor's managing member. At
the time of the filing, Debtor estimated up to $50,000 in assets
and $1 million to $10 million in liabilities. Judge Christopher M.
Lopez oversees the case. Corral Tran Singh, LLP is Debtor's legal
counsel.
RAYNOR SHINE: Selling Seven Vehicles for $72.6K
-----------------------------------------------
Raynor Shine Services, LLC, and Raynor Apopka Land Management, asks
the U.S. Bankruptcy Court for the Middle District of Florida to
authorize the sale of the following seven vehicles, as listed on
Exhibit A: (1) 2006 Ford F250 Super Duty Crew Cab King Ranch
Pick-up to Richard Ortiz Raynor for $4,109; (2) 2015 Dodge Ram 1500
Quad Cab SLT Pick-up to Art Coleman Raynor for 3,000; (3) 2016 Jeep
Grand Cherokee Summit Sport Utility SUV to Jim Dinkel for $21,500;
(4) 2011 Dodge Durango Citadel Sport Utility SUV to Scott West
Raynor for $6,500; (5) 2017 Dodge Ram 1500 Crew Cab Big Horn
Pick-up to John Dinkel for $21,000; (6) 2013 Ford Escape SEL Sport
Utility to Henry Moorhead Raynor for $2,500; and (7) 2014 Dodge Ram
1500 Crew Cab Laramie Longhorn Pick-up to West Tree Service Raynor
for $14,000.
Mileage Trade-in Value Buyer Affiliation
------- -------------- -----------------
Vehicle 1 480,000 $4,109 Raynor employee
Vehicle 2 178,000 $5,210 Raynor employee
Vehicle 3 71,000 $20,673 Owner
Vehicle 4 132,000 $6,477 Raynor customer
Vehicle 5 67,500 $19,721 Relative of Owner
Vehicle 6 177,000 $2,932 Raynor officer
Vehicle 7 141,000 $13,928 Raynor customer
The proceeds of the sale will be applied to the debt owed to Truist
Bank, to be applied to the principal on Truist's loan ending 9007.
The Debtor prays that the Court will enter an order granting the
Motion to sell the Vehicles.
A copy of the Exhibit A is available for free at
https://tinyurl.com/y7wtf8do from PacerMonitor.com free of charge.
About Raynor Shine Services
Raynor Shine Services is an environmental recycling company based
in Apopka, Florida. It offers mulch installation, grapple truck
services, recycle yard disposal, land clearing, grinding services,
storm recovery services.
Raynor Shine Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-00577) on Jan.
30, 2020. The petitions were signed by Henry E. Moorhead, CRO. At
the time of filing, the Debtor was estimated to have $1 million to
$10 million in both assets and liabilities. Frank M. Wolff, Esq.
at LATHAM LUNA EDEN & BEAUDINE LLP, serves as the Debtor's counsel.
REGALIA UNITS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 cases
of Regalia Units Owner, LLC and Regalia Beach Developers, LLC,
according to court dockets.
About Regalia
Regalia Units Owner LLC, and Regalia Beach Developers LLC, which
are engaged in activities related to real estate, sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 20-15747) on May 27,
2020. At the time of the filing, both Debtors disclosed assets of
between $10 million and $50 million and liabilities of the same
range. Judge Laurel M. Isicoff oversees the cases. Pardo Jackson
Gainsburg, PL is the Debtors' legal counsel.
RENAISSANCE HEALTH: Golden Developing Buying All Assets $131K
-------------------------------------------------------------
Interest Party Golden Developing Solutions, LLC, asks the U.S.
Bankruptcy Court for the Southern District of Florida, to amend its
order authorizing the sale by debtor Renaissance Health Publishing,
LLC, doing business as Renown Health Products, of substantially all
assets to Golden Developing Solutions, Inc., for $250,000, to
reflect a new purchaser price.
On Feb. 26, 2020, the Court entered its Order approving the sale of
the Assets to Golden. Golden is facing the same "new reality"
presented by the COVID-19 pandemic as everyone else has and as such
the sale price provided for in the Order is no longer viable and
needs to be amended.
The Order needs to be amended on Page 4, Paragraph 6 to reflect
that the sale price will now be $131,625, including $75,000 already
paid to the Federal Trade Commissions, leaving $25,000 to be paid
to EIN in accordance with an already renegotiated settlement
agreement, $5,000 to be paid for all administrative and general
unsecured creditors, and $1,625 in favor of the U.S. Trustee for
its past due fees.
The Debtor asks entry of an order amended the Order, and granting
any such other and further relief as the Court deems is just and
proper.
About Renaissance Health Publishing
Renaissance Health Publishing, LLC, doing business as Renown Health
Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla.
Case No. 19-13729) on March 22, 2019, disclosing under $1 million
in both assets and liabilities. The Debtor tapped Aaron A.
Wernick, Esq., at Furr Cohen, P.A., as bankruptcy counsel, and
Schneider Rothman IP Law Group, as special counsel.
REWALK ROBOTICS: Needs More Financing to Remain as a Going Concern
------------------------------------------------------------------
ReWalk Robotics Ltd. filed its quarterly report on Form 10-Q,
disclosing a net loss of $3,840,000 on $760,000 of revenues for the
three months ended March 31, 2020, compared to a net loss of
$4,000,000 on $1,581,000 of revenues for the same period in 2019.
At March 31, 2020, the Company had total assets of $25,217,000,
total liabilities of $12,134,000, and $13,083,000 in total
shareholders' equity.
The Company has an accumulated deficit in the total amount of
approximately $172.3 million as of March 31, 2020 and negative cash
flow from operations of $4.3 million, and further losses are
anticipated in the development of its business. Those factors
raise substantial doubt about the Company's ability to continue as
a going concern. The ability to continue as a going concern is
dependent upon the Company obtaining the necessary financing to
meet its obligations and repay its liabilities arising from normal
business operations when they become due.
A copy of the Form 10-Q is available at:
https://is.gd/rI89aa
ReWalk Robotics Ltd. -- http://www.rewalk.com/-- develops,
manufactures, and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke. ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the
U.S., Israel and Germany.
RYAN SPECIALTY: S&P Assigns 'B' ICR; Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to wholesale broker and managing general agent Ryan Specialty Group
LLC after the company announced its plans to issue debt to fund the
acquisition of All Risks Ltd. The outlook is stable.
At the same time, S&P assigned RSG's proposed $1.95 billion
first-lien credit facility ($300 million revolver due 2025 and
$1.65 billion term loan due 2027) its 'B' debt rating with a
recovery rating of '3', reflecting its expectation of meaningful
recovery (50%).
On a pro forma basis, RSG will become the second-largest P/C
wholesale broker in the U.S., with revenue of approximately $1.1
billion (approximately 90% generated in the U.S.), supporting
retail brokers and carriers in placing difficult risks. In addition
to its wholesale brokerage, the company has MGA and binding
authority segments, focused on using delegated underwriting
authority to quote, bind, and issue policies on behalf of carrier
partners. RSG leverages its understanding of key risks and carrier
appetite to price and place the risk for the partners it
collaborates with, allowing it to have a more comprehensive
offering and to grow wallet share with partners.
Founded in 2010, RSG has successfully built relationships with over
10,000 retail partners, allowing for increasing premium volume from
the top 10 retailers, on top of the natural benefit the company
receives from the consolidation in the retail channel and growth in
the nonadmitted market. Despite strong relationships and business
volumes through large retail partners, S&P does not believe RSG is
overly concentrated with any single retailer, with the top five
representing approximately 28% of premiums placed. That
concentration could tick up modestly as the top players continue to
consolidate at a meaningful rate, but the company will naturally
benefit from a larger premium volume with a revenue base slightly
in excess of $1 billion to modestly offset this trend.
On the carrier side, the top five partners reflect approximately
one-third of premiums placed but are well capitalized, strong
underwriters that have aligned focus and commitment in the
specialty market. RSG is using the current increasingly hard market
conditions, new capital entering the specialty market, and
consolidating wholesaler usage with greater amounts of
specialization to its advantage. Successful execution of these
initiatives is reflected in strong results year to date, with
organic growth in excess of 20% through the second quarter.
RSG's fair business risk profile reflects its second-leading market
position in wholesale brokerage, its position as the third-largest
MGA, seasoned partnerships with carriers and retailers, and
diversified insurance lines of business, allowing premium volume
placed to be resilient to both macroeconomic and underwriting
cycles. These strengths are partly offset by the fragmentation of
the brokerage segment (although it is less fragmented than
retailers); dependence on retailers, which could create greater
risk for disintermediation; and the company's relatively small
scale, with pro forma revenue slightly in excess of $1 billion.
Additional offsetting factors are the macroeconomic effects of the
COVID-19 fallout; while S&P expects insurance premium volumes to be
resilient, they are generally correlated with gross domestic
product as a proxy. With contraction expected in the U.S., S&P
expects premium volumes placed and ultimately revenue could
moderate in the second half of 2020, due to unit reductions from
business failures or smaller payrolls; cost management by
policyholders, demonstrated by increasing retention levels; and
greater challenges in winning new business because of restrictions
and other factors making it more challenging for business to move.
While its lines of business are diversified, the company has a
greater proportion of liability business (approximately 66%), which
could be at greater risk of loss ratio pressure, capacity
withdrawal, and exposure reduction from economic contraction. S&P
believes expected continued rate acceleration will help offset some
of these pressures and provide a favorable tailwind once the
economy is on a more stable footing.
RSG has been an active acquirer, completing approximately 40 deals
since inception, allowing it to expand its offerings and expertise.
The All Risks acquisition reflects a significant opportunity to
increase underwriting capabilities and expand the revenue base, but
the premium cost to acquire will be sizable relative to historical
deals closed by the company. Additionally, the purchase price is
greater than the total sum of deals the company has done since
inception, which raises integration and retention risk.
"We believe RSG offers a compelling proposition for All Risks
producers through greater historical retailer and carrier access,
which should help organic growth opportunities once the transaction
closes. We believe once run-rate cost savings are completed and
economies-of-scale benefits are realized, margins could improve by
200-300 basis points, to the mid to upper 20% range. However, due
to the significant leverage taken to finance the deal, we believe
the company's acquisition pace will slow in 2020 and 2021, until
All Risks is fully integrated, before bolt-on acquisitions resume,"
S&P said.
S&P assesses RSG as highly leveraged, reflecting the rating
agency's expectation that financial leverage as measured by debt to
EBITDA will remain in excess of 5x in the near future. RSG's
capital structure is a mix of first-lien debt and preferred equity
(which S&P treats as debt, in application of its Hybrid Capital
criteria), leading to out-of-the-box pro forma leverage of
approximately 7.3x for the last 12 months ended June 30, 2020 (6.2x
excluding the preferred units). S&P expects current leverage is a
high watermark that will recede over the next 12-24 months due to
strong business fundamentals and ownership's commitment to operate
the business more conservatively. As compared to many peers that
have private equity ownership that typically corresponds to
aggressive financial policy, RSG is owned predominantly by
management with the founders and employees owning approximately 84%
of the company, and notwithstanding the added debt for the All Risk
transaction that has brought leverage in line with many peers, S&P
believes on the whole the financial policy posture is less
aggressive.
"For at least the next 12 months, we expect management to focus on
digesting the All Risks acquisition and reducing current leverage,
with the use of excess cash flow shifting to bolt-on acquisition
opportunities in 2022 and beyond. Despite the commitment to reduce
leverage, the preferred units, carrying a payment-in-kind rate of
10%, will naturally increase the debt's outpacing of the
amortization of the first-lien facility. We anticipate earnings and
cash flow generation will outpace the incremental debt, allowing
RSG to achieve a more conservative leverage ratio over time," S&P
said.
S&P's base case assumes the following in 2020 and 2021:
-- Reported organic revenue growth of 10%-14% in 2020 and 2021,
mainly through strong rates, growth of the nonadmitted marketplace,
and increasing scale with current partners, offseting macroeconomic
pressures;
-- EBITDA to revenue margins improving modestly to 24%-27%,
benefiting from cost savings, greater scale, and lower travel and
entertainment costs as a result of COVID-19; and
-- Minimal cash outflow for investments in the business, generally
at $8 million to $10 million.
Based on these assumptions, S&P arrives at the following credit
measures:
-- Pro forma leverage of 7.3x out of the box, improving to
6.5x-7.0x within the next year;
-- Funds from operations to debt of approximately 8%-12%; and
-- EBITDA interest coverage of about 2.5x (in excess of 3.0x on a
cash basis, stripping out the preferred payment-in-kind interest
expense).
S&P's assess RSG's liquidity as adequate based on the rating
agency's expectations that sources will exceed uses by at least
1.2x and that sources will exceed uses of cash even if forecast
EBITDA declines by 15% over the next 12 months. The company's
liquidity is also supported by limited capital expenditure needs
(1%-2% of revenue), as well as sound relationships with banks and
good standing in the credit markets, with no near-term debt
maturities.
Principal liquidity sources
-- Full availability under newly entered $300 million revolving
credit facility
-- Funds from operation of $150 million to $200 million annually
Unrestricted cash and short-term investments of approximately $83
million as of June 30, 2020
-- Principal liquidity uses
-- Debt amortization of approximately $16.5 million a year
-- Capital expenditure of $8 million to $10 million annually
The stable outlook reflects S&P's expectation that RSG will
continue to grow its revenue base with a strong organic pipeline
from the expanding excess and surplus market amid accelerating rate
momentum, while maintaining stable margins of 24%-27% and
continuing to complete accretive acquisitions to bolster its
competitive market position once it fully digests and reduces
leverage from the All Risks transaction. For 2020, S&P expects the
company to have organic revenue growth in the mid-to-low double
digits, and the rating agency expects margins to remain at about
24%-27% with a debt-to-EBITDA ratio around 7.0x-7.5x (including the
preferred units) and EBITDA coverage above 2.5x. S&P also expects
RSG on a pro forma basis to maintain its position as the
second-largest wholesale P/C broker in the U.S.
"We could lower our ratings on RSG in the next 12 months if
earnings or debt levels consistently result in debt to EBITDA above
8.0x or coverage below 2.0x. This could occur if earnings fall due
to negative growth, revenue dis-synergies as a result of the All
Risks transaction, or compressed margins, or if the company adopts
a more aggressive financial policy," S&P said.
"Although it is unlikely, we could raise our ratings in the next 12
months if RSG continues to expand its footprint profitability and
we believe it will sustainably maintain debt to EBITDA below 5.0x
with coverage above 3.5x through a less aggressive financial
policy," the rating agency said.
-- Issuer credit rating: B/Stable/--
Business risk: Fair
-- Country risk: Very Low
-- Industry risk: Intermediate
-- Competitive position: Fair
-- Financial risk: Highly Leveraged
-- Cash flow/Leverage: Highly Leveraged
-- Anchor: b
Modifiers:
-- Diversification/Portfolio effect: Neutral
-- Capital structure: Neutral
-- Liquidity: Adequate
-- Financial policy: Neutral
-- Management and governance: Satisfactory
-- Comparable rating analysis: Neutral
-- S&P assigned its '3' first-lien recovery rating (meaningful;
50%-70%, in the lower half of the range) to the proposed $1.95
billion first-lien term loan facility ($300 million revolving
credit facility and $1.65 billion term loan).
-- S&P has valued the company on a going-concern basis using a
6.0x multiple over the rating agency's projected emergence EBITDA.
-- S&P's simulated default scenario contemplates a default in 2023
stemming from intense competition in the brokerage marketplace,
leading to significantly lower commission and margins.
-- S&P believes lenders would achieve the greatest recovery value
through reorganization rather than liquidation of the business.
-- Year of default: 2023
-- EBITDA at emergence after recovery adjustment: $170.1 mil.
-- Implied enterprise value multiple: 6.0x
-- Emergence EBITDA: $170.1 mil.
-- Multiple: 6.0x
-- Obligor/nonobligor valuation split: 100%/0%
-- Gross recovery value: $1,020.4 mil.
-- Net recovery value for waterfall after admin expenses (5%):
$969.4 mil.
-- Collateral value available for first-lien claim: $969.4 mil.
-- Estimated first-lien claim: $1,921.1 mil.
-- Total first-lien recovery: 50.5%
Note: All debt amounts include six months of prepetition interest.
S&S CRAFTSMEN: Banyan Capital Buying Substantially All Assets
-------------------------------------------------------------
S&S Craftsmen, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of substantially all
assets to Banyan Capital, LLC, or its assigns, subject to higher
and better offers.
The Debtor is a custom millwork company providing custom mouldings,
floors, walls and ceilings.
The Debtor received a Letter of Intent from Banyan for the purchase
of substantially all of its assets on June 3, 2020. After
additional negotiations with the prospective purchaser, a revised
LOI was received on June 12, 2020.
The Purchaser will purchase all of the assets of the Debtor
including, but not limited to: (i) all tools, equipment and
hardware. The Purchaser agrees to assume any debt secured by the
Debtor's equipment; (ii) SSI Mouldings trademark and all tooling;
(iii) SSIQ proprietary sales/quoting/production platform; (iv)
proprietary products, patents and/or intellectual work product; (v)
inventory; (vi) customer relationships, any outstanding orders and
other book of business; (vii) any and all other assets, except the
net proceeds (net of all fees and costs associated with the
litigation) of all claims or litigation pending (i.e. Landlord and
Craftworks) which will be split 75% to the Debtor or estate and 25%
to the Purchaser.
Additionally, each party intends to do the following:
a. Purchaser will (i) assume or retire the ServisFirst Bank
debt in its entirety, (ii) relocate the Debtor to a new location,
(iii) manufacture moldings and custom millwork under the SSI Wood
Products brand, (iv) employ John and Chris Rosende (including
annual salary and incentives to be determined), (v) attempt to
rehire as many of the Debtor's laid-off employees as possible; and
(vi) establish equity for John and Chris Rosende (percentage to be
determined).
b. John and Chris Rosende will assign all current and future
millwork projects and resources in the pipeline currently at TMD
Windows & Doors, LLC to NEWCO (currently estimated at $1.3
million).
In its business judgment, the Debtor believes that its highest and
best value will be generated through either an immediate sale to
Purchaser or an auction of essentially all of its assets.
Subject to the conditions set forth elsewhere in the Motion, the
Debtor asks authority to sell its Assets to the Purchaser pursuant
to the terms of the LOI. If another bidder timely submits a higher
and better offer than Banyan, then the Debtor asks authority to
sell to the Higher Bidder with the Banyan LOI as a backup bidder.
The Higher Bidder must adhere to the Court Authorized bid
procedures in order to be eligible to bid.
Through the Motion, the Debtor asks that the Court schedules a
preliminary hearing to enter an order that, among other relief
requested herein, establishes the bid procedures, establishes
reasonable buyer protection and essentially sets forth the "ground
rules" for the purchase of the Assets.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: 4:00 p.m. on the date that is 30 days after
the Order Approving Bid Procedures
b. Initial Bid: In the event of a higher bid, any subsequent
bid must equal or exceed 5% of the Gross Sale Proceeds.
c. Deposit: $10,000 made payable to the Debtor's counsel,
Johnson Pope Bokor Ruppel & Burns, LLP
d. Auction: In the event a higher bid is received, the
Debtor's counsel will file a notice with the Court and is
authorized to conduct an auction at his offices located at Johnson
Pope Bokor Ruppel & Burns, LLP, 401 East Jackson Street, Suite
3100, Tampa, Florida 33602. If no higher bid is received, then
Banyan will be approved as the Purchaser. The auction will occur
within five business days after the Bid Deadline.
e. Bid Increments: $5,000
f. Closing: The closing of any sale of the Assets would occur
not later than 30 days after the Court's entry of the Final Sale
Order. The Debtor will be authorized to execute any releases and
other documents necessary to clear title to the Assets where an
interest-holder refuses to do so.
g. The Debtor will seek reasonable and typical buyer
protection and incentives which will be discussed at the
preliminary hearing and incorporated into an Order which is 5% of
the gross purchase price which include the actual assumption of
debt, costs to move and other costs set forth in the Banyan LOI.
h. The sale of the Assets will be consummated by delivery to
the purchaser of all appropriate and required closing documents in
exchange for the balance of the purchase price and will be on such
additional terms as are typical of transactions of this type. Sale
Proceeds will be net of closing costs, including filing fees,
brokers' commissions, title insurance costs and attorneys' fees and
expenses will be deducted first from the proceeds of the sale.
The Assets will be sold "As-Is" with no representations or
warranties of any kind.
The proposed sale is supported by sound business justifications.
Absent a sale, the value of the business will decline. The sale
will create jobs and create a going concern post-confirmation.
Additionally, the Debtor asks that the Court fixes the time for
objections to the proposed sale of the Assets in advance of the
Final Sale Hearing pursuant to Fed. R. Bankr. P. 6004(b), or to
such other time as the Court deems reasonable.
A copy of the LOI is available at https://tinyurl.com/ycvvdv46 from
PacerMonitor.com free of charge.
The Debtor proposes a hearing on the Motion be set for july 6, 2020
at 1:30 p.m.
The Purchaser:
BANYAN CAPITAL, LLC
740 Banyan Blvd.
Naples, FL 34102
About S&S Craftsmen
S&S Craftsmen, Inc., owns and operates a millwork shop in Tampa,
Florida, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
20-02321) on March 17, 2020. The petition was signed by John L.
Rosende, its director. At the time of the filing, the Debtor
was estimated to have assets of $100,000 to $500,000 and
liabilities of $1 million to $10 million. The Debtor tapped
Johnson Pope Bokor Ruppel & Burns LLP as its counsel.
SABLE PERMIAN: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
The Office of the U.S. Trustee on July 17 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of Sable
Permian Resources, LLC and its affiliates.
The committee members are:
1. UMB Bank, N.A
Successor Indenture Trustee
120 South Sixth Street, Suite 1400
Minneapolis, MN 55402
Gordon Gendler
(612) 337-7002
gordon.gendler@umb.com
2. U.S. Well Services
1360 Post Oak Blvd., 18th floor
Houston, TX 77056
Kyle O'Neill
(917) 656-1674
koneill@uswellservices.com
3. Halliburton Energy Services, Inc.
3000 N Sam Houston Pkwy E
Houston, TX 77032
Navkaran Dhindsa
(281) 513-5972
Navkaran.dhindsa@halliburton.com
4. Select Energy Services, LLC
1233 West Loop South, Suite 1400
Houston, TX 77027
Randy Friedsam
(713)-296-1032
rfriedsam@selectenergy.com
5. Gravity Oilfield Services, LLC
9821 Katy Freeway, Suite 700
Houston, TX 77024
James D. Canafax
(281) 619-8247
James.canafax@gvty.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Sable Permian Resources
Sable Permian Resources, LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead
Case No. 20-33193) on June 25, 2020. At the time of the filing,
Sable Permian Resources disclosed assets of between $1 billion and
$10 billion and liabilities of the same range. Judge Marvin Isgur
oversees the cases.
Debtors have tapped Latham & Watkins, LLP and Hunton Andrews Kurth,
LLP as legal counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Evercore Group, LLC as investment banker.
SEASPRAY RESORT: Case Summary & 12 Unsecured Creditors
------------------------------------------------------
Debtor: Seaspray Resort, Ltd.
dba Seaspray Beach Resort
123 South Ocean Avenue
Palm Beach Shores, FL 33404
Business Description: Seaspray Resort, LTD. is in the casino hotel
business.
Chapter 11 Petition Date: July 20, 2020
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 20-17868
Judge: Hon. Mindy A. Mora
Debtor's Counsel: Louis R. Townsend, Jr.
TOWNSEND, LLC
1645 Palm Beach Lakes Blvd.
Suite 1200
West Palm Beach, FL 33401
Tel: 561-207-2046
E-mail: l_townse@bellsouth.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Prabhjot K. Benisasia, general manager.
A copy of the petition containing, among other items, a list of the
Debtor's 12 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/QYoTSy
SOUTHERN INYO: Patient Care Ombudsman's Report Filed
----------------------------------------------------
Joseph Rodrigues has submitted to the U.S. Bankruptcy Court for the
Eastern District of California his 27th patient care ombudsman
report for Southern Inyo Healthcare District.
Rodrigues has been appointed the California State Long-Term Care
Ombudsman for Southern Inyo, a Chapter 9 debtor.
According to the 27th report filed in June, the licensed capacity
of the facility is 33, with a current occupancy of 28. There is no
noted significant change in resident mix, such as the admission of
different client groups, younger residents, etc. The local
Ombudsman Program has not received any concerns involving vendors,
utilities, or external support factors that may impact resident
care.
To help control and prevent the spread of Coronavirus Disease 2019,
visitations by Ombudsman representatives in long-term care
facilities has been restrictive. Due to these restrictions, the
local Ombudsman representative has not conducted in person visits
during this reporting period.
However, the local Ombudsman representative has conducted seven
check-in visits with the facility staff via Zoom. During these
check-in visits facility staff reported residents are doing well
but are restless. They are planning new ways to engage residents in
activities and keep them connected with loved ones. They also
provide updates on steps they are taking to ensure they are
prepared to continue to protect the health and safety of residents.
The local Ombudsman also spoke with two residents via Skype, who
expressed feeling lonely and isolated. The local Ombudsman
representative has not received any complaints during this
reporting period. The Patient Care Ombudsman has no recommendations
for the court at this time.
In his 25th report filed in February this year, Rodrigues said the
PCO conducted six visits in the facility between December and
February, and received a total of two cases and four complaints:
1. A complaint related to a physical abuse allegation and not
being treated with dignity and respect.
The Ombudsman representative worked with the resident and their
family to resolve this complaint and cross-reported this complaint
to the California Department of Public Health.
2. A second complaint related also to a physical abuse
allegation and not being treating with dignity and respect.
The Ombudsman representative met with the resident, but she was
unable to give consent to investigate the complaint.
The Ombudsman representative received consent from the resident's
Durable Power of Attorney. The Ombudsman representative worked with
the resident's family and facility staff to resolve this complaint
and cross-reported it to the California Department of Public
Health.
The Ombudsman Program was slated to provide training to facility
staff on mandated reporter responsibilities, elder abuse, and aging
and sensitivity training.
The PCO can be reached at:
Joseph Rodrigues
State Long-Term Care Ombudsman
Office of the State Long-Term Care Ombudsman
California Department of Aging
1300 National Drive, Suite 200
Sacramento, CA 95834
Telephone: (916)419-7510
Facsimile: (916)928-2503
About Southern Inyo Healthcare District
Southern Inyo Healthcare District is a special district formed
under the California Local Healthcare District Law, Cal. Health and
Safety Code Sec. 32000, et seq., located in Lone Pine, California.
As of the commencement of its Chapter 9 Case, the District owned
and operated three facilities -- namely, an emergency and acute
care facility with four beds, a skilled nursing facility with 33
beds, and an out-patient medical clinic.
Southern Inyo Healthcare District sought protection under Chapter 9
of the Bankruptcy Code (Bankr. E.D. Cal. Case No.16-10015) on Jan.
4, 2016. The petition was signed by Alan Germany, the CRO. At the
time of the filing, Southern Inyo Healthcare District was estimated
to have assets and debt of $1 million to $10 million.
TMX FINANCE: S&P Affirms 'B-' ICR on Planned Tender Offer
---------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on TMX
Finance LLC. The outlook remains stable. S&P also affirmed its 'B-'
issue rating on TMX's 11.125% senior secured notes due 2023. The
recovery rating on the notes remains '4', indicating its
expectation of an average (40%) recovery in the event of default.
On July 13, 2020, TMX announced a tender offer to purchase in cash
up to $50 million in aggregate principal of 11.125% senior secured
notes due April 2023. TMX reserves the right, in its sole
discretion, to increase or decrease the maximum tender amount
without reinstating withdrawal rights, except as required by
applicable law.
Under the early tender offer, an eligible holder of 11.125% senior
secured notes will receive $850 in exchange and $30 premium per
$1,000 of par total exchange. If the holder tenders after July 24,
they will receive $850 in exchange consideration per $1,000 of par
value. The tender offer will expire on Aug. 7, 2020, unless earlier
terminated or extended. If the existing tender offer is completely
filled, TMX will reduce its $450 million outstanding senior secured
obligation by 13.9% or $62.6 million. Upon repurchasing, TMX will
save about $7 million in annual interest expense and about $6.5
million-$8 million in principal repayment at maturity, which helps
lower interest cost and reduce leverage.
Despite the tender offer being conducted below par, S&P views this
as an opportunistic transaction because TMX maintains adequate
liquidity to address its interest payments and any upcoming debt
maturities. For the second quarter ending June 2020, TMX expects
cash, cash equivalents, and restricted cash of $273 million to $275
million, which it will use for this offer. For the six months ended
June 30, 2020, TMX expects adjusted EBITDA to be $122 million to
$127 million, compared with $92.2 million at the same time last
year.
TMX has a favorable market position in auto title lending and for
the rolling 12 months ended March 31, 2020, leverage, measured as
gross debt to adjusted EBITDA, was relatively low at 3.1x. Also
over that period, TMX reported tangible equity of about $181.2
million, which would imply debt to tangible equity of 3.65x. S&P's
measure of gross debt includes $450 million of senior secured
notes, about $18.5 million outstanding on the revolving credit
facility, $40 million of notes payable to CSO and related parties,
and $153 million in operating leases.
"We negatively view management's planned action of not willing to
pay 100% par to its bondholders as originally promised, and we
reflect this by revising our management and governance score to
weak from fair," S&P said.
The management team has a history of conducting debt transactions
below par through open-market purchases and tender offers. In 2019,
TMX repurchased $12.6 million of its existing notes at about 94.2%
of par. In 2016, the company repurchased $75.1 million in aggregate
principal of 8.5% notes due September 2018 for $59.9 million,
including accrued interest at about 80% of par. In 2009, TMX filed
for Chapter 11 bankruptcy after it was unable to obtain refinancing
of some of its debt--albeit during extraordinarily difficult
funding market conditions.
Despite the recent tailwinds from the Consumer Financial Protection
Bureau rescinding small-dollar payday rules on the ability-to-pay
requirement, the upcoming 2020 presidential election could lead to
regulatory headwinds, depending on the outcome.
The stable outlook over the next 12 months reflects S&P's
expectations of leverage, measured as debt to adjusted EBITDA, of
4.0x-5.0x; EBITDA coverage of 2.0x-2.5x; and net charge-offs as a
percentage of average receivables remaining below 40%. The outlook
also considers no imminent refinancing risk and adequate covenant
cushion.
"We could lower the ratings if operational performance severely
deteriorates, such that EBITDA coverage approaches 1.0x. We could
also lower the ratings if the firm considers buying back debt well
below par, if any regulations impede the firm's growth strategy, or
if covenant cushion declines," S&P said.
"An upgrade is not likely until after the COVID-19 pandemic and its
resulting economic downturn subside. Over time, we could raise the
ratings if we expect leverage to sustain below 4.0x, EBITDA
coverage to remain above 2.5x, and net charge-offs as a percentage
of average receivables to remain below 35% on a sustained basis. An
upgrade would also be contingent on no regulations impeding the
firm's operational performance," the rating agency said.
TOSCA SERVICES: S&P Affirms 'B' ICR on Contraload Acquisition
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
reusable packaging supply chain solutions provider Tosca Services
LLC after the company entered into a definitive agreement to
acquire Contraload, a European provider of upstream reusable
plastic pallets and foldable intermediate bulk containers (FIBCs).
At the same time S&P assigned its 'B' rating and '3' recovery
rating (rounded estimate: 50%) to the proposed $526.5 million
first-lien term loan.
"The ratings affirmation reflects our view that, despite the
additional debt to fund the acquisition of Contraload, debt
leverage will remain below our threshold for the ratings downside
over the next 12 months," S&P said.
"While the acquisition expands the company's scale and scope, we
still view its market position as limited relative to peers we rate
similarly. That said, we believe Tosca is well positioned, despite
the global recessionary environment, given its relationship with
grocery stores and its place in the food-supply chain," the rating
agency said.
S&P expects solid operating performance over the next 12 months
driven by favorable industry trends. Tosca generates a majority of
its revenues from the stable food and beverage end-markets, and S&P
expects continued strong demand across its market segments (e.g.,
produce, poultry, case-ready meat, eggs, and cheese). Over the next
12 months S&P expects stable EBITDA margins, incorporating its
expectation for mid-single-digit-percent organic revenue growth, as
well as the company's crate-savings initiatives, wash-cost
efficiencies, and freight-savings opportunities with the
acquisitions. In addition, S&P believes synergies from the recent
acquisitions and Contraload's higher margin profile support
improving profitability expectations over the near term. The rating
agency expects debt leverage will increase to the 5x area with this
transaction, and for the company to reduce debt leverage to the
mid-4x area in 2021.
Notwithstanding S&P's expectations for leverage reduction over the
next 12 months, the company does operate with a high level of
capital expenditures (capex) to support growth. Growth capex is
made after the company has entered into a contract with the
customer. As a result, S&P expects the company to generate negative
free cash flow in 2020, despite its view for improving revenue and
EBITDA performance. Still, S&P believes the company would have the
ability to pull back on its capex in order to generate positive
free cash flow during a more difficult operating environment.
The acquisition of Contraload will further enhance Tosca's service
offerings, as well as its geographic footprint. With the 2019
acquisition of Polymer, the company gained entry into new
categories, such as display pallets, bins, and beverage trays. And
with the addition of Contraload, the company is able to expand into
plastic pallets and FIBCs. Contraload works in the upstream supply
chain, and provides service solutions for products that are usually
shipped raw or preprocessed. In addition, S&P believes the addition
of Contraload, which has significant presence in the U.K., France,
Belgium, and Netherlands, will further enhance Tosca's geographic
reach in the European region. S&P now expects one-third of total
revenues will be generated outside of the U.S.
"The stable outlook reflects our expectation for relatively
favorable end-market conditions, driven by a healthy demand for
food and beverage products sold in grocery stores and retailers
internationally. We believe these factors will allow the company to
improve its profitability and reduce debt leverage. We expect
leverage to be in the 5x area in 2020, and to improve to the mid-4x
area in 2021," S&P said.
S&P could lower its rating on Tosca over the next 12 months if it
expects the company's debt-to-EBITDA ratio to increase and remain
at 6x or more. This could occur if demand for the company's
services declines, and/or it loses contracts with suppliers/loaders
and retailers/unloaders, causing substantial EBITDA margin
contraction. S&P could also lower its rating if the company pursues
significant debt-financed acquisitions or dividends to its sponsor
that increases leverage to the same level.
"Although unlikely over the next 12 months given our debt leverage
expectation, we could raise our rating on Tosca if it is able to
increase its scale, and improves leverage below 4x for a sustained
period, inclusive of future potential acquisitions and shareholder
returns. At the same time, we would also need to believe that
management would adhere to a more conservative financial policy
that supports this level of debt leverage given its private equity
ownership," the rating agency said.
TRIVASCULAR SALES: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in the Chapter 11 cases of TriVascular Sales,
LLC and its affiliates.
The committee members are:
1. Alan Collins
44 Glores Drive
Mastic, NY 11950
631-618-7922
olliec55@gmail.com
2. Ronald Santoro
598 Northwest 94th Terrace
Portland, OR 97229
513-764-7172
rsant26659@aol.com
3. Partner Fund Management, LP
c/o PFM Healthcare Master Fund, LP
c/o Christopher Mosellen
4 Embarcadero Center, Ste. 3500
San Francisco, CA 94111
415-281-1022
415-281-1070-fax
cmosellen@pfmlp.com
4. Wilmington Trust, National Association
as Indenture Trustee
c/o Steven Cimalore
1100 North Market Street
Wilmington, DE 19890
302-636-6058
scimalore@wilmingtontrust.com
5. Oscor, Inc.
c/o Juan Torres, Account Specialist
3816 DeSoto Blvd.
Palm Harbor, FL 34683
727-937-2511
727-934-9835-fax
jtorres@oscor.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About TriVascular Sales
TriVascular Sales, LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No.
20-31840) on July 5, 2020. At the time of the filing, TriVascular
Sales had estimated assets of less than $50,000 and liabilities of
between $100 million to $500 million. Judge Stacey G. Jernigan
oversees the case.
The Debtors have tapped DLA Piper LLP (US) as their legal counsel,
and Omni Agent Solutions as their claims, noticing and
administrative agent.
USA DRILLING: Casey Creek Buying Cumberland Property for $116K
--------------------------------------------------------------
U.S.A. Drilling Co., Inc., asks the U.S. Bankruptcy Court for the
Western District of Kentucky to authorize the private sale of two
parcels of land in Cumberland County, being a portion of the
property described in deed dated Jan. 8, 2008, of record in Deed
Book 133, Page 284 in the office of the Cumberland County Court
Clerk to Casey Creek, LLC for $116,000.
The subject property is encumbered by the following: (i) $570 to
Cumberland County Taxes for unpaid ad valorem taxes; (ii) $1.1
million to Taxmerchants, LLC, pursuant to Certificate of
Delinquency for ad valorem taxes; and (iii) $126,202 to People's
Bank and Trust Company, secured by two mortgages dated Nov. 17,
2008, of record in Deed Book X-3, Page 222 and Aug. 3, 2015, of
record in Mortgage Book S-4, Page 286 in the office of the
Cumberland County Court Clerk.
The Debtor is proposing to sell the combined 71.26 acres for the
sum of $116,000, by private sale within 45 days of the Court
approving the sale, pursuant to the contracts to sell Real Estate.
The sale will be free and clear of all liens, with the liens to
attach to the proceeds from the sale.
The Debtor proposes that the sale proceeds will first satisfy the
usual and customary costs and fees associated with the sale, such
as real estate taxes, title examination fees, deed taxes, closing
costs and recording fees. The net sales proceeds will be
distributed to pay the tax claims of Cumberland County and
Taxmerchants, LLC with the balance paid to the secured debt of
Peoples Bank & Trust.
A copy of the Contract is available at https://tinyurl.com/y6vhv254
from PacerMonitor.com free of charge.
The Purchaser:
CASEY CREEK, LLC
2974 Admiral St.
Fort Fierce, FL 34985
About U.S.A. Drilling Company
U.S.A. Drilling Company, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10825) on Aug.
8, 2019. At the time of the filing, U.S.A. Drilling was estimated
to have assets of less than $50,000 and liabilities of less than
$500,000. The case has been assigned to Judge Joan A. Lloyd.
U.S.A. Drilling is represented by Robert C. Chaudoin, Esq., at
Harlin Parker.
USA DRILLING: Judds Buying Cumberland Property for $25K
-------------------------------------------------------
U.S.A. Drilling Co., Inc. asks the U.S. Bankruptcy Court for the
Western District of Kentucky to authorize the private sale of the
parcel of land in Cumberland County described in the deed dated
Jan. 8, 2008, of record in Deed Book 133, Page 284 in the office of
the Cumberland County Court Clerk, to Harlan E. "Lanny" Judd, Jr.
and Patsy Judd, husband and wife, for $25,000.
The subject property is encumbered by the following: (i) $570 to
Cumberland County Taxes for unpaid ad valorem taxes; (ii) $1.1
million to Taxmerchants, LLC, pursuant to Certificate of
Delinquency for ad valorem taxes; and (iii) $126,202 to People's
Bank and Trust Company, secured by two mortgages dated Nov. 17,
2008, of record in Deed Book X-3, Page 222 and Aug. 3, 2015, of
record in Mortgage Book S-4, Page 286 in the office of the
Cumberland County Court Clerk.
The Debtor is proposing to sell the 20 acres for the sum of
$25,000, by private sale within 15 days of the Court approving the
sale, pursuant to the contract to sell Real Estate. The sale will
be free and clear of all liens, with the liens to attach to the
proceeds from the sale.
The Debtor proposes that the sale proceeds will first satisfy the
usual and customary costs and fees associated with the sale, such
as real estate taxes, title examination fees, deed taxes, closing
costs and recording fees. The net sales proceeds will be
distributed to pay the tax claims of Cumberland County and
Taxmerchants, LLC with the balance paid to the secured debt of
Peoples Bank & Trust.
A copy of the Contract is available at https://tinyurl.com/ycf8vxp5
from PacerMonitor.com free of charge.
The Purchasers:
Harlan E. "Lanny" Judd, Jr. and Patsy Judd
P.O. Box 415
Burkesville, KY 42717
About U.S.A. Drilling Company
U.S.A. Drilling Company, Inc. sought protection under Chapter 11
of
the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10825) on Aug. 8,
2019. At the time of the filing, U.S.A. Drilling was estimated to
have assets of less than $50,000 and liabilities of less than
$500,000. The case has been assigned to Judge Joan A. Lloyd.
U.S.A. Drilling is represented by Robert C. Chaudoin, Esq., at
Harlin Parker.
W.P. MURPHY: Paying BBT $145K to Satisfy Secured Claim
------------------------------------------------------
W.P. Murphy, Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize it to pay $145,000 to BB&T
Commercial Equipment Capital in full satisfaction of its secured
claim.
On May 6, 2020, the Court entered its final approving the sale of
the assets of that estate. Exhibit B of the Order identified who
was to be paid from the sale proceeds. Through inadvertence, BB&T
was not included in that list of distributees, even though the
Debtor was selling its equipment.
As per BB&T's proof of claim, it has a secured lien on two 2014 IHC
Mixer Trucks. The debt to BB&T is $194,582. However, the secured
portion of the claim is $145,000 which matched what the Debtor
scheduled. These two Mixers were identified in the list of
equipment sold for $145,000 price. BB&T should have received
$145,000 from the sale, but for a failure to list BB&T in the
Distribution List. Now, the sale has been commencing and the
purchaser has taken possession of the equipment.
As noted in the Report of Sale, the Debtor's net proceeds are
$1,073,883. There are sufficient monies to pay the 145,000 and
still have about $928,882 to distribute to priority and unsecured
creditors.
The Debtor respectfully asks that the Court enter an order
authorizing the Debtor to pay $145,000 to BB&T in full satisfaction
of its secured claim and granting such other and further relief as
is just and proper.
A copy of the Exhibit B of the Order is available at
https://tinyurl.com/yb28jh7x from PacerMonitor.com free of charge.
About W.P. Murphy
W.P. Murphy, Inc., which conducts business under the names Murphy
Readymix Concrete and William P. Murphy Inc., is a manufacturer of
ready-mixed concrete.
W.P. Murphy filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
20-50145) on Jan. 22, 2020. In the the petition, signed by Kelly
T. Murphy Perez, president, the Debtor reported $1,736,050 in
total
assets and $4,762,941 in total liabilities. Judge Craig A.
Gargotta oversees the case. The Law Offices of Dean W. Greer
represents the Debtor.
WYNDHAM DESTINATIONS: Moody's Rates Planned Sec. Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Wyndham
Destinations' planned secured note issuance. The company's other
ratings are unchanged, including its Ba3 Corporate Family Rating,
Ba3-PD Probability of Default Rating, and existing secured note
rating of Ba3. The outlook remains negative.
Net proceeds from the planned $500 million issuance will be used
for general corporate purposes, which may include the repayment of
outstanding indebtedness under the secured revolving credit
facility, the future repayment of the 5.625% secured notes due
March 2021 and the payment of related fees and expenses.
Assignments:
Issuer: Wyndham Destinations
Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3)
RATINGS RATIONALE
Wyndham Destinations' Ba3 credit profile benefits from its large
scale -- it is the largest vacation ownership company, by revenue,
and operates the largest timeshare exchange network in terms of
number of members. The company also benefits from its licensing
agreement with Wyndham Hotels & Resorts (Ba1 negative), its brand
and geographic diversification and the stability of the timeshare
exchange business and recurring property management fees. In the
short run, Wyndham Destinations' credit profile will be dominated
by the length of time that the timeshare industry continues to be
highly disrupted and the resulting impacts on the company's cash
consumption and its liquidity profile. The normal ongoing credit
risks include the higher risk profile of the timeshare development
and finance segment, including high default rates associated with
timeshare consumer receivables, a higher capital investment
requirement than its exchange business, and a reliance on the
securitization market to recycle consumer receivables so that
capital can be made available for other corporate objectives,
including returns to shareholders. The company is also constrained
by its high leverage, which Moody's estimates will be above 5.0x
until at least the end of 2021. The company's SGL-2 Speculative
Grade Liquidity rating reflects the company's good cash balances
and fully drawn revolving credit facility. Moody's expects these
cash balances will be sufficient to cover cash needs in 2020.
The negative outlook reflects Moody's expectation that continued
weakness caused by the disruption related to the spread of the
coronavirus, and the resulting macroeconomic weakness, could
pressure Wyndham Destinations' earnings further and result in
debt/EBITDA as high as 6.0x through 2021.
Wyndham Destinations' liquidity is good with cash balances of about
$1 billion at March 31, 2020, including proceeds from the full
drawdown of its $1.0 billion senior secured revolver due 2023.
Moody's forecasts this level of cash will be sufficient to cover
the company's required inventory investment, accounts receivable
originations, debt service requirements and capital expenditures
through 2020. The company just entered into an amendment with its
revolver lenders to modify the financial maintenance covenants t
through April 2022. Moody's views the company as having modest
access to alternative liquidity in a distressed scenario including
the sale of receivables.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded further in the near term if the
company's liquidity weakened in any way or if the recovery is
delayed beyond its base assumptions. The ratings could also be
downgraded if indications are that the company cannot de-lever to
below 5.25x. The outlook could be revised to stable if the impacts
from the spread of the coronavirus stabilizes, resorts open and
vacation ownership interest sales increase, enabling the company to
maintain debt/EBITDA below 5.25x. Ratings could be upgraded if the
company is able to maintain leverage below 4.75x with
EBITA/interest expense around 4.5x.
Wyndham Destinations is the largest vacation ownership company in
the industry and operates the largest timeshare exchange business.
Wyndham Destinations develops and sells vacation ownership
(timeshare) intervals to individual consumers and provides consumer
financing in connection with these sales. It also provides
management services to hotels, rental properties, and vacation
ownership resorts. 2019 net revenues were approximately $4
billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
ZPOWER TEXAS: Ross & Smith Represents MTT Capital, 4 Others
-----------------------------------------------------------
In the Chapter 11 cases of ZPower Texas, LLC, ZPower, LLC, the law
firm of Ross & Smith, PC provided notice under Rule 2019 of the
Federal Rules of Bankruptcy Procedure, to disclose that it is
representing MTT Capital, LP, MTT Investments Limited Partnership,
LP, Slate River Capital LP, Steven And Juliet Shane, and Susan
Swinson.
As of July 9, 2020, the following creditors and their disclosable
economic interests are:
MTT Capital, LP
4949 Westgrove Dr., Suite 100
Dallas TX 75248
Attention: Mike Tonti
Disclosable economic interest as of the Petition Date:
Debt of $7,119,498
MTT Investment Limited Partnership, LP
4949 Westgrove Dr., Suite 100
Dallas TX 75248
Attention: Mike Tonti
Disclosable economic interest as of the Petition Date:
Equity of $1,023,168.00
Debt of $1,626,564.00
Shane Entities:
a. Steven and Juliet Shane
PO Box 2130
South Portland, ME 04116
Disposable economic interest as of the Petition Date:
Equity of $2,970,864.00
Debt of $596,497.00
b. Andrew Ray Shane
c/o Steven Shane
PO Box 2130
South Portland, ME 04116
Disposable economic interest as of the Petition Date:
Equity of $971,707.00
Debt of $275,336.00
c. Samantha D. Shane
c/o Steven Shane
PO Box 2130
South Portland, ME 04116
Disposable economic interest as of the Petition Date:
Equity of $971,707.00
Debt of $275,336.00
d. Barbara Burke Harrison Trust U/W Cecil M. McDavid
c/o Juliet Shane
PO Box 2130
South Portland, ME 04116
Disposable economic interest as of the Petition Date:
Debt of $264,323.00
e. 2008 Juliet Harrison Shane Exempt Trust
c/o Julie Shane
PO Box 2130
South Portland, ME 04116
Disposable economic interest as of the Petition Date:
Debt of $165,269.00
f. Barbara Harrison Living Trust
Barbara Harrison – contact
c/o Juliet Shane
PO Box 2130
South Portland, ME 04116
Disposable economic interest as of the Petition Date:
Equity of $208,548.00
g. Steven & Juliet Shane Trust
Steven and Juliet Trustees
c/o Steven Shane
PO Box 2130
South Portland, ME 04116
Disposable economic interest as of the Petition Date:
Equity of $938,972.00
h. Steve & Julie Living Trust
c/o Steven Shane
PO Box 2130
South Portland, ME 04116
Disposable economic interest as of the Petition Date:
Equity of $1,433,835.00
i. Steve & Juliet Shane Trust, Steve Shane Trustee
c/o Steven Shane
PO Box 2130
South Portland, ME 04116
j. Steve Shane Trust, MGMT
c/o Steven Shane
PO Box 2130
South Portland, ME 04116
Susan Swinson
5306 Preston Haven
Dallas, TX 75229
Disposable economic interest as of the Petition Date:
Equity of $673,167.00, Debt of $596,497
Counsel for MTT Capital, LP, MTT Investments Limited Partnership,
LP, Slate River Capital LP, Steven And Juliet Shane, and Susan
Swinson can be reached at:
ROSS & SMITH, PC
Frances A. Smith, Esq.
Rachael L. Smiley, Esq.
700 N. Pearl Street, Suite 1610
Dallas, TX 75201
Tel: 214-377-7879
Fax: 214-377-9409
Email: Frances.smith@judithwross.com
rachael.smiley@judithwross.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/rzsnhO
About ZPower Texas
ZPower -- https://www.zpowerbattery.com/ -- is a manufacturer of
silver-zinc rechargeable microbatteries. The Company serves the
consumer electronics, medical, and military and defense
industries.
ZPower Texas, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Tex. Case No. 20-41158) on March 17,
2020. At the time of the filing, the Debtor was estimated to have
assets of between $10 million to $50 million and liabilities of
between $10 million to $50 million. The petitions were signed by
Glynne Townsend, chief restructuring officer. The case is presided
by Hon. Mark X. Mullin. Davor Rukavina, Esq., of Munsch Hardt Kopf
& Harr, P.C., is the Debtors' counsel. Honigman LLP is special IP
counsel.
*********
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
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
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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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