/raid1/www/Hosts/bankrupt/TCR_Public/200728.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, July 28, 2020, Vol. 24, No. 209
Headlines
335 LAKE AVENUE: Hires Allen Vellone as Special Counsel
A&A DISPOSAL: Taps Harlin Parker as Legal Counsel
ACADIAN CYPRESS: $745K Sale of Chipley Property to Riviera Approved
AFGO DEVELOPMENT: Trustee Taps Chamberlain Hrdlicka as Counsel
ANCELLOTTA LLC: Seeks to Tap Nichani Law Firm as Bankruptcy Counsel
ANDES INDUSTRIES: Hires Keegan Linscott as Financial Consultant
ASCENA RETAIL: Moody's Cuts CFR to Ca on Chapter 11 Filing
AYRO INC: Launches $9.25 Million Registered Direct Offering
BARFLY VENTURES: Taps Pachulski Stang as Co-Counsel
BARFLY VENTURES: Taps Rock Creek as Financial Advisor
BARFLY VENTURES: Taps Warner Norcross as Legal Counsel
BATTERY 17 PARKING: Seeks Approval to Hire Bankruptcy Attorney
BOMBARDIER INC: S&P Lowers Rating on Unsecured Notes to 'CCC'
BRAHMAN RESOURCE: Case Summary & 30 Largest Unsecured Creditors
BRUCE ELIEFF Trustee Sets Bid Procedures for Corona del Mar Propty.
BSI LLC: Seeks Court Approval to Hire CBRE as Sales Listing Broker
CALIFORNIA RESOURCES: Davis, Haynes Represent Term Lender Group
CAPITAL TRUCK: Hires Bruner Wright as Counsel
CBL & ASSOCIATES: Obtains Forbearance Agreement Extension
COMFORT AUTO: Voluntary Chapter 11 Case Summary
COMFORT LINE: Case Summary & 17 Unsecured Creditors
CONGOLEUM CORPORATION: Hires Phoenix as Financial Advisor
CONGOLEUM CORPORATION: Taps B. Riley FBR as Investment Banker
CONGOLEUM CORPORATION: Taps Prime Clerk as Administrative Advisor
CYTODYN INC: Signs Second Amendment to Iliad Promissory Note
CYTOSORBENTS CORP: Receives $57.5 Million from Stock Offering
DANIEL T. LEE: Hires Stanley A. Zlotoff as Counsel
DEAN & DELUCA: Seeks to Hire Nutter McClennen as Special Counsel
DENISE M. CHRISTIANSON: $140K Sale of Erie Property Confirmed
DERRICK J. WRIGHT, SR: Has Until July 31 to Sell Property
DIGITAL ROOM: Moody's Alters Outlook on B3 CFR to Negative
DPW HOLDINGS: Receives Noncompliance Notice From NYSE American
EXIDE HOLDINGS: Americas Assets Stalking Horse Bidder Named
F&O SCARSDALE: Seeks to Hire CohnReznick as Financial Advisor
F&O SCARSDALE: Seeks to Hire Davidoff Hutcher as Legal Counsel
FAVALORA PROPERTIES: Johnsons Buying Kenner Property for $345K
FIVE DREAMS: Gets Court Approval to Hire Real Estate Agent
FLOYD'S INSURANCE: Ward and Smith Represents Bennett, 8 Others
FORTRESS TRNSP: Moody's Rates New Senior Unsecured Notes 'Ba3'
GENCANNA GLOBAL: Seek Approval to Hire Freed Maxick as Accountant
GIGA TRONICS: Names Lutz P. Henckels Chief Operating Officer
GOLDEN COMMUNICATIONS: Seeks to Hire Goe Forsythe as Legal Counsel
GRAHAM PACKAGING: Moody's Assigns B2 CFR, Outlook Stable
GUARDION HEALTH: Appoints New Chief Financial Officer
HDR FARMS: Taps Kaplan Johnson as Legal Counsel
INNOVATIVE DESIGNS: Boyle Replaces Louis Plunge as Accountant
INTELSAT S.A.: Akin Gump Represents Intelsat Jackson Group
INTERPACE BIOSCIENCES: Ziyad Binsalamah Acquires 7.4% Stake
JANE STREET: S&P Affirms BB- ICR on Capital Growth; Outlook Stable
JASON INDUSTRIES: Hires AlixPartners as Financial Advisor
JASON INDUSTRIES: Hires Kirkland & Ellis as Attorney
JOSEPH A. BRENNICK: $377K Sale of Seven Real Properties Approved
KARL E. LUGUS: Hires Tower Accountants as Restructuring Officer
KATHLEEN CAMPBELL: Heckman Buying Marco Island Property for $17.4K
LEGENDS SQUARE: Gets Interim Approval to Hire Sternberg as Counsel
LIBBEY GLASS: Committee Retains Bayard P.A. as Co-Counsel
LIBBEY GLASS: Committee Retains Greenhill & Co as Financial Advisor
LIBBEY GLASS: Committee Taps Brown Rudnick as Co-Counsel
MAD MEN MARKETING: Taps Jason A. Burgess as Legal Counsel
MAIN CONSTRUCTION: $390K Sale of Kingman Property to Paris Approved
MALLINCKRODT PLC: Board OKs Form of Executive Employment Contract
MARQUIS ENTERPRISES: $26K Sale of Buffalo Property to Mamas Okayed
MARRONE BIO: To Report Second Quarter 2020 Results on August 10
MEMENTO MORI: $157K Escrow be Disbursed in Accordance with Plan
MOHEGAN GAMING: Appoints Ray Pineault as Chief Operating Officer
MONAKER GROUP: Sabby Volatility, et al. Report 7.5% Stake
NEIMAN MARCUS: Porter Hedges, Paul Update on Noteholder Group
NESSALLA LLC: Seeks Approval to Tap DeMarb Brophy as Legal Counsel
NET ELEMENT: Regains Compliance with Nasdaq Listing Rule
NEW CITIES INVESTMENT: Gets Approval to Hire Real Estate Broker
NEW EMERALD: Aug. 11 Auction of Substantially All Assets Set
NORTHWEST CO: Aug. 5 Auction of Substantially All Assets Set
NRG ENERGY: Moody's Affirms Ba1 CFR, Outlook Positive
NRG ENERGY: S&P Upgrades ICR to 'BB+' on Improved Credit Metrics
OPTION CARE: Receives $119 Million Proceeds from Stock Offering
PAPER STORE: Aug. 26 Auction of Substantially All Assets Set
PARLIAMENT PARTNERS: Hires Shuker & Dorris as Counsel
PIER 1 IMPORTS: $20.1M Sale of Intellectual Property Assets Okayed
PILOCH DISTRIBUTION: Seeks to Hire David J. Winterton as Counsel
PMHC II: S&P Affirms 'CCC+' ICR on Improved Credit Measures
PORTERS NECK COUNTRY: Selling PNCC Property for $4 Million
PRO MACH GROUP: S&P Affirms 'B-' ICR; Outlook Stable
PROJECT RUBY: S&P Raises Rating on First-Lien Term Loan to 'B'
PULMATRIX INC: Sabby Volatility, et al. Report 5.3% Equity Stake
PYXUS INTERNATIONAL: Wachtell, Morris Update on Crossholder Group
QEP RESOURCES: S&P Affirms 'B' ICR on Sufficient Liquidity
RBP GLOBAL: Moody's Alters Outlook on B3 CFR to Stable
REMARK HOLDINGS: Stockholders Pass All Three Proposals at Meeting
RENFRO CORP: S&P Raises ICR to 'CCC-'; Outlook Negative
RENNOVA HEALTH: Will Effect a 1-for-10,000 Reverse Stock Split
RESORT LEGAL: Seeks to Hire David J. Winterton as Legal Counsel
ROBERT A. RYALS: Sale of 100-Acre Sylacauga Property Okayed
ROBERT A. RYALS: Sale of 120-Acre Sylacauga Property Okayed
ROSEHILL RESOURCES: Case Summary & 30 Largest Unsecured Creditors
SABLE PERMIAN: Seeks to Hire Evercore Group as Investment Banker
SABLE PERMIAN: Seeks to Tap Alvarez & Marsal as Financial Advisor
SANUWAVE HEALTH: Stockholders Approve All 7 Proposals at Meeting
SCIENTIFIC GAMES: Richard Haddrill Quits as Director
SEANERGY MARITIME: Closes Refinancing Resulting in $5.6M Gain
SEVEN COUNTIES SERVICES: Chapter 11 Filing Valid, 6th Cir. Says
SHAWNEE CONSTRUCTION: Seeks to Tap Ritter Spencer as Legal Counsel
SM ENERGY: CEO Ottoson Plans to Retire This Year
SPANISH BROADCASTING: Stockholders Elect Six Directors
SPURLOWS ARCHERY: Seeks Approval to Hire Buddy D. Ford as Counsel
SUITABLE TECHNOLOGIES: Aug. 12 Auction of All Assets Set
SUMMIT MIDSTREAM: Extends Exchange Expiration Date to July 28
TAILORED BRANDS: Gets Noncompliance Notice from NYSE
TECH DATA: Moody's Cuts Unsecured Notes to B1 on Apollo Buyout
THIRD DAY NIPOMO: Hires Yoon O. Ham as Bankruptcy Counsel
TREESIDE CHARTER: Hires Hashimoto Forensic as Financial Advisor
TTK RE ENTERPRISE: $205K Sale of Ventnor Property to Frankel Okayed
TWIFORD ENTERPRISES: Plan Admin. Hires McNamee as Auctioneer
TWIFORD ENTERPRISES: Plan Administrator Gets OK to Hire Auctioneer
TWIN PEAKS CHARTER ACADEMY: S&P Cuts Revenue Bond Rating to 'BB'
UGI ENERGY: Fitch Affirms BB LongTerm IDR, Outlook Stable
ULTRA PETROLEUM: McCarter, Snow Represent Equity Group
UNIVERSAL HEALTH: Liquidating Agent's $167.5K Sale of Claims Okayed
V GARGUILO ENTERPRISES: Hires Comer Law Firm as Attorney
VOLUSION LLC: Case Summary & 20 Largest Unsecured Creditors
WILLIAMS TOWN: Hires Middlebrooks Shapiro as Attorney
YMAGIS SA: Chapter 15 Case Summary
YUNHONG CTI: Required by Lender to Obtain $3M Third-Party Funding
[^] Large Companies with Insolvent Balance Sheet
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335 LAKE AVENUE: Hires Allen Vellone as Special Counsel
-------------------------------------------------------
335 Lake Avenue, LLC received approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Allen Vellone Wolf
Helfrich & Factor, P.C. as its special counsel.
The firm will represent Debtor in litigation or contested matters
related to or as a result of its Chapter 11 filing.
The firm's attorneys and paralegal will be paid at hourly rates as
follows:
Patrick D. Vellone $550
Lance Henry $240
Paralegal $180
Allen Vellone 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:
Patrick D. Vellone, Esq.
Lance Henry, Esq.
Allen Vellone Wolf Helfrich & Factor, P.C.
1600 Stout St., Ste. 1900
Denver, CO 80202
Telephone: (303) 534-4499
Email: pvellone@allen-vellone.com
lhenry@allen-vellone.com
About 335 Lake Avenue
335 Lake Avenue, LLC is a single asset real estate (as defined in
11 U.S.C. Section 101(51B)).
On April 1, 2020, 335 Lake Avenue filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo.
Case No. 20-12378). The petition was signed by James K. Daggs,
Debtor's manager. At the time of the filing, Debtor disclosed
estimated assets of $10 million to $50 million. Judge Joseph G.
Rosania Jr. oversees the case. Debtor has tapped Weinman &
Associates, P.C. as its bankruptcy counsel, and Allen Vellone Wolf
Helfrich & Factor, P.C. as its special counsel.
A&A DISPOSAL: Taps Harlin Parker as Legal Counsel
-------------------------------------------------
A&A Disposal, Inc., received approval from the U.S. Bankruptcy
Court for the Western District of Kentucky to hire Harlin Parker
Attorneys at Law to handle its Chapter 11 case.
The firm's services will include legal advice regarding Debtor's
powers and duties under the Bankruptcy Code and the preparation of
a bankruptcy plan.
Robert Chaudoin, Esq., at Harlin Parker, disclosed in court filings
that his firm is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert C. Chaudoin, Esq.
Harlin Parker Attorneys at Law
519 East 10th Avenue
Bowling Green, KY 42101
Phone: 270-842-5611 / 270-282-7839
Fax: 270-842-2607
Email: chaudoin@harlinparker.com
About A&A Disposal
A&A Disposal, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 20-10495) on June 15,
2020. At the time of the filing, the Debtor was estimated to have
assets of between $500,001 and $1 million and liabilities of the
same range. Judge Joan A. Lloyd oversees the case. The Debtor
tapped Harlin Parker Attorneys at Law as its legal counsel.
ACADIAN CYPRESS: $745K Sale of Chipley Property to Riviera Approved
-------------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Acadian Cypress & Hardwoods,
Inc.'s 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.
The Debtor is granted the authority to enter into the Commercial
Contract.
The sale is free and clear of any lien, claim, or interest, with
the following liens to be released and erased including (i) the
Multiple Indebtedness Mortgage in favor of U.S. Small Business
Administration, at Book: 2719, Page 200, file Number 1014699 Seq.
2; and (ii) Multiple Indebtedness Mortgage in favor of Home Bank,
Book: 2324, Page 895, File Number 926262 Seq. 2; with the proceeds
net of closing costs and taxes paid to Home Bank, N.A.
The stay provided in Bankruptcy Rule 6004(h) is waived.
The Movant will serve this order on the required parties who will
not receive notice through the ECF system pursuant to FRBP and
LBR's and file a certificate of service to that effect within three
days.
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.
AFGO DEVELOPMENT: Trustee Taps Chamberlain Hrdlicka as Counsel
--------------------------------------------------------------
Ronald Sommers, the Chapter 11 trustee for AFGO Development
Company, Inc., seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Chamberlain, Hrdlicka,
White, Williams & Aughtry, P.C. as his legal counsel.
The firm's services will include:
(a) assisting the bankruptcy trustee in disposing of certain
estate assets in accordance with applicable state and federal law;
(b) instituting non-routine objections to proofs of claim
asserted against the estate, and prosecuting all contested
objections to proofs of claim asserted against the estate, to the
extent necessary;
(c) analyzing, instituting and prosecuting actions regarding
recovery and disposition of property of the estate;
(d) representing the estate in any other law suits or
adversary proceedings as necessary;
(e) assisting with the employment of bankruptcy professionals
by the estate, obtaining court approval to pay professionals and,
when necessary, objecting to unreasonable fee applications by those
professionals; and
(f) preparing for, instituting, and prosecuting any necessary
examinations.
Jarrod Martin, Esq., the firm's attorney who will lead this
representation, will be billed at $395 per hour. His paralegal,
Lara Coleman, will be paid at $195 per hour.
Chamberlain 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:
Jarrod B. Martin, Esq.
Chamberlain, Hrdlicka, White, Williams & Aughtry, P.C.
1200 Smith Street, Suite 1400
Houston, TX 77002-4310
Telephone: (713) 658-1818
Facsimile: (713) 658-2553
Email: jarrod.martin@chamberlainlaw.com
About AFGO Development Company
AFGO Development Company, Inc. filed a voluntary Chapter 11
petition (Bankr. S.D. Tex. Case No. 19-35506) on Sept. 30, 2019,
listing under $1 million in both assets and liabilities. Judge
Marvin Isgur oversees the case. Debtor has tapped Reese W. Baker,
Esq., as its bankruptcy attorney, and Munshi CPA, P.C. as its
accountant.
Ronald J. Sommers was appointed as Debtor's Chapter 11 trustee.
The trustee has tapped Chamberlain, Hrdlicka, White, Williams &
Aughtry, P.C. as his bankruptcy counsel, and Munshi CPA, P.C. as
his accountant.
ANCELLOTTA LLC: Seeks to Tap Nichani Law Firm as Bankruptcy Counsel
-------------------------------------------------------------------
Ancellotta, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ Nichani Law Firm as
its bankruptcy counsel.
The firm will render the following legal services:
(a) give Debtor legal advice with respect to its powers and
duties in the continued management of its bankruptcy estate;
(b) represent Debtor in reclamation proceedings if instituted
in the bankruptcy court by creditors;
(c) prepare legal papers;
(d) perform all other legal services in connection with its
Chapter 11 case.
The firm's services will be provided mainly by Vinod Nichani, Esq.,
who will be paid at his customary rate of $350 per hour.
The Debtor paid a retainer of $11,717 as a deposit against fees and
costs incurred during the pendency of Debtor's bankruptcy case.
Mr. Nichani is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
Nichani Law Firm can be reached at:
Vinod Nichani, Esq.
Nichani Law Firm
111 North Market Street, Suite 300
San Jose, CA 95113
Telephone: (408) 800-6174
Facsimile: (408) 290-9802
Email: vinod@nichanilawfirm.com
About Ancellotta
Ancellotta, LLC filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-50872) on
June 9, 2020, listing under $1 million in both assets and
liabilities. Judge M. Elaine Hammond oversees the case. Vinod
Nichani, Esq., at Nichani Law Firm, is Debtor's legal counsel.
ANDES INDUSTRIES: Hires Keegan Linscott as Financial Consultant
---------------------------------------------------------------
Andes Industries, Inc. and PCT International, Inc. received
approval from the U.S. Bankruptcy Court for the District of Arizona
to employ Keegan Linscott & Associates, PC as financial
consultant.
The firm's services will include:
(a) analyzing Debtors' financial and operational information,
projections, and terms of their Chapter 11 plan to comply with the
requirements for confirmation, and;
(b) assisting Debtors in preparing for a contested
confirmation hearing.
Keegan Linscott's standard rates range from $95 to $350 per hour.
Its hourly rate for deposition and trial time services is $350.
Debtors will provide a retainer fee of $20,000 to the firm.
Christopher Linscott, Esq., a shareholder at Keegan Linscott,
disclosed in court filings that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Christopher Linscott
Keegan Linscott & Associates, PC
3443 North Campbell Avenue, Suite 115
Tucson, AZ 85719
Telephone: (520) 884-0176
Facsimile: (520) 884-8767
About Andes Industries
Creditors EZconn Corporation, Crestwood Capital Corporation, and
Devon Investment Inc. filed involuntary bankruptcy petitions
against Andes Industries, Inc. and PCT International, Inc. under
Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Arizona. On Dec. 4, 2019, the Chapter 7 cases were
converted to cases under Chapter 11 (Bankr. D. Ariz. Lead Case No.
19-14585). Judge Paul Sala oversees the cases.
Debtors have tapped Sacks Tierney P.A. as legal counsel, Beus
Gilbert McGroder PLLC as special counsel, and Keegan Linscott &
Associates, PC as financial consultant.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Jan. 29, 2020. The committee is represented by Allen
Barnes & Jones, PLC.
Debtors filed their joint Chapter 11 plan and disclosure statement
on June 8,
2020.
ASCENA RETAIL: Moody's Cuts CFR to Ca on Chapter 11 Filing
----------------------------------------------------------
Moody's Investors Service downgraded Ascena Retail Group, Inc.'s
corporate family rating to Ca from Caa3, probability of default
rating to D-PD from Caa3-PD and term loan rating to Ca from Caa3
following the company's announcement [1] that it has filed for
protection under Chapter 11 of the US Bankruptcy Code. The
speculative-grade liquidity rating was downgraded to SGL-4 from
SGL-3 and the ratings outlook was changed to stable from negative.
"The fallout from the coronavirus pandemic exacerbated Ascena's
long-standing brand and execution issues, as well as the ongoing
challenges in the apparel retail sector," said Moody's Vice
President and senior analyst Raya Sokolyanska. "The bankruptcy will
substantially reduce Ascena's pre-petition debt burden and
unsecured claims, and facilitate large-scale store rationalization
and the exit of noncore brands. However, significant challenges
remain as Ascena contends with both near-term disruption and
long-term competitive pressures in the apparel retail space."
Moody's took the following rating actions for Ascena Retail Group,
Inc.:
Corporate family rating, downgraded to Ca from Caa3
Probability of default rating, downgraded to D-PD from Caa3-PD
Speculative grade liquidity rating, downgraded to SGL-4 from SGL-3
$1.8 billion ($1.27 billion outstanding) senior secured first lien
term loan B due 2022, downgraded to Ca (LGD4) from Caa3 (LGD3)
Outlook, changed to stable from negative
RATINGS RATIONALE
On July 23, 2020, Ascena and its subsidiaries commenced voluntary
Chapter 11 proceedings in the U.S. Bankruptcy Court for the Eastern
District of Virginia. The company has received commitments of an up
to $312 million debtor-in-possession credit facility, consisting of
$150 million "new money" and $162 million "roll-up" DIP term loans.
Ascena has also signed a transaction support agreement with holders
of 68% of its term loan, which specifies that the approximately
$1.27 billion pre-petition term loan will be converted into
post-petition common equity, $162 million of roll-up DIP loans and
$88 million of second-out exit term loans.
Subsequent to its actions, Moody's will withdraw all of its ratings
for Ascena given the company's bankruptcy filing.
Headquartered in Mahwah, New Jersey, Ascena Retail Group, Inc.
operates close to 2,800 women's specialty retail stores throughout
the United States, Canada and Puerto Rico under the brands LOFT,
Ann Taylor, Justice, Lane Bryant, and Catherines. Revenue for LTM
period ended February 1, 2020 was approximately $4.7 billion
(excluding discontinued operations).
The principal methodology used in these ratings was Retail Industry
published in May 2018.
AYRO INC: Launches $9.25 Million Registered Direct Offering
-----------------------------------------------------------
AYRO, Inc., has entered into definitive agreements with several
institutional and accredited investors for the purchase and sale of
shares of the Company's common stock, at a purchase price of $5.00
per share, in a registered direct offering priced at-the-market
under Nasdaq rules. Investors were also given the option to
purchase a number of shares of common stock equal to 75% of the
number of shares acquired on the closing date on or before Oct. 19,
2020. The closing of the offering is expected to occur on or about
July 24, 2020, subject to the satisfaction of customary closing
conditions.
The gross proceeds to the Company from this offering are expected
to be approximately $9.25 million, before deducting placement agent
fees and other offering expenses payable by the Company. The
Company intends to use the net proceeds from this offering for
working capital and general corporate purposes.
The shares of common stock are being offered by the Company
pursuant to a "shelf" registration statement on Form S-3 (File No.
333-227858) previously filed with the Securities and Exchange
Commission on Oct. 16, 2018, and declared effective by the SEC on
Nov. 9, 2018. The offering of the securities is made only by means
of a prospectus, including a prospectus supplement, forming a part
of the effective registration statement. A final prospectus
supplement and accompanying prospectus relating to the securities
being offered will be filed with the SEC. Electronic copies of the
final prospectus supplement and accompanying prospectus may be
obtained, when available, on the SEC's website at
http://www.sec.gov.
Palladium Capital Group, LLC acted as a financial advisor in
connection with the offering.
About AYRO
Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com
-- designs and delivers compact, emissions-free electric fleet
solutions for use within urban and short-haul markets. Capable of
accommodating a broad range of commercial requirements, AYRO's
vehicles are the emerging leaders of safe, affordable, efficient
and sustainable logistical transportation. AYRO was founded in 2017
by entrepreneurs, investors, and executives with a passion to
create sustainable urban electric vehicle solutions for Campus
Management, Last Mile & Urban Delivery and Closed Campus
Transport.
Dropcar reported a net loss of $4.90 million for the year ended
Dec. 31, 2019, compared to a net loss of $18.75 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$4.31 million in total assets, $2.47 million in total liabilities,
and $1.84 million in total stockholders' equity.
Friedman LLP, in East Hanover, New Jersey, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020, citing that the Company has recurring losses
and negative cash flows from operations. These conditions, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
BARFLY VENTURES: Taps Pachulski Stang as Co-Counsel
---------------------------------------------------
Barfly Ventures, LLC, received approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Pachulski Stang
Ziehl & Jones, LLP.
Pachulski will serve as co-counsel with Warner Norcross + Judd LLP,
the other firm handling the Chapter 11 cases of Barfly Ventures and
its affiliates.
The standard hourly rates for the firm's attorneys and paralegals
are as follows:
Partners/Counsel $675 - $1,495 per hour
Associates $625 - $725 per hour
Paralegals $395 - $425 per hour
The primary attorneys and paralegal at Pachulski who will be
providing the services and their hourly rates are as follows:
John Lucas, Esq. $825 per hour
Jason Rosell, Esq. $725 per hour
Steve Golden $625 per hour
Patricia Jeffries, Paralegal $425 per hour
Pachulski received payment in the approximate amount of $278,400
during the year prior to Debtors' bankruptcy filing. Of this
amount, approximately $130,000 remains as a retainer.
John Lucas, Esq., a partner at Pachulski, disclosed in court
filings that his firm is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John W. Lucas, Esq.
Pachulski Stang Ziehl & Jones, LLP
150 California Street, 15th Floor
San Francisco, CA 94111
Tel: 415.217.5108
Email: jlucas@pszjlaw.com
About BarFly Ventures
BarFly Ventures LLC is the parent company of HopCat, Stella's
Lounge, and Grand Rapids Brewing Co. Founded in 2008, BarFly
Ventures operates a chain of restaurants.
Barfly Ventures and its affiliates sought Chapter 11 protection
(Bankr. W.D. Mich. Case No. 20-01947) on June 3, 2020. At the time
of the filing, Barfly Ventures was estimated to have $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.
Judge James W. Boyd oversees the cases.
Debtors have tapped Warner Norcross + Judd, LLP and Pachulski Stang
Ziehl & Jones, LLP as legal counsel; Rock Creek Advisors, LLC as
financial advisor; and Mastodon Ventures, Inc., as investment
banker.
A committee of unsecured creditors was appointed in Debtors'
Chapter 11 cases on June 23, 2020. The committee has tapped Sugar
Felsenthal Grais & Helsinger, LLP and Jaffe Raitt Heuer & Weiss,
P.C. as its legal counsel, and Amherst Partners, LLC as its
financial advisor.
BARFLY VENTURES: Taps Rock Creek as Financial Advisor
-----------------------------------------------------
Barfly Ventures, LLC, received approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Rock Creek
Advisors, LLC as its financial advisor.
The firm's services will include:
a. assisting Barfly Ventures and its affiliates in evaluating
strategic alternatives;
b. preparing financial analyses;
c. assisting in the preparation of data in order to prepare
pleadings and fiduciary filings required in the event Debtors
determine to commence a bankruptcy proceeding; and
d. providing guidance to the controller, acting chief
executive officer, bankers and Debtors' legal counsel; and
e. assisting Debtors with their communications.
The firm will be paid at hourly rates as follows:
Senior Managing Director $550
Managing Directors $450 - $550
Managers/Staff $300 - $450
During the one-year period prior to Debtors' bankruptcy filing,
Rock Creek received $272,926 from Debtors for professional fees and
expenses incurred. During the 90 days immediately preceding the
petition date, the firm received payments totaling $185,000. The
firm currently holds a $19,530 retainer.
James Gansman, managing member of Rock Creek, disclosed in court
filings that his firm is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
Rock Creek can be reached through:
James Gansman
Rock Creek Advisors, LLC
555 Fifth Avenue, 14th Floor
New York, NY 10017
Phone: 201-315-2521
Email: jgansman@rockcreekfa.com
About BarFly Ventures
BarFly Ventures LLC is the parent company of HopCat, Stella's
Lounge, and Grand Rapids Brewing Co. Founded in 2008, BarFly
Ventures operates a chain of restaurants.
Barfly Ventures and its affiliates sought Chapter 11 protection
(Bankr. W.D. Mich. Case No. 20-01947) on June 3, 2020. At the time
of the filing, Barfly Ventures was estimated to have $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.
Judge James W. Boyd oversees the cases.
The Debtors tapped Warner Norcross + Judd, LLP and Pachulski Stang
Ziehl & Jones, LLP as legal counsel; Rock Creek Advisors, LLC, as
financial advisor; and Mastodon Ventures, Inc., as investment
banker.
A committee of unsecured creditors was appointed in Debtors'
Chapter 11 cases on June 23, 2020. The committee tapped Sugar
Felsenthal Grais & Helsinger, LLP, and Jaffe Raitt Heuer & Weiss,
P.C., as its legal counsel, and Amherst Partners, LLC, as its
financial advisor.
BARFLY VENTURES: Taps Warner Norcross as Legal Counsel
------------------------------------------------------
Barfly Ventures, LLC, received approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Warner Norcross
+ Judd LLP as its legal counsel.
The firm's services will include:
(a) advising Barfly Ventures and its affiliates regarding
their rights, powers and duties;
(b) attending meetings and negotiating with representatives of
creditors and other parties;
(c) advising Debtors regarding the conduct of their cases,
including all of the legal and administrative requirements of
operating in Chapter 11;
(d) advising Debtors on matters relating to the evaluation of
their unexpired leases and executory contracts;
(e) taking all necessary actions to protect and preserve
Debtors' bankruptcy estates, including the prosecution of actions,
the defense of actions commenced against the estates, negotiations
concerning all litigation in which Debtors may be involved and
objections to claims filed against the estates;
(f) assisting Debtors in prosecuting plans of reorganization
and disclosure statements, and taking any necessary action to
obtain confirmation of the plan; and
(g) appearing before the bankruptcy court and the Office of
the U.S. Trustee.
The firm's attorneys and paralegals will be paid at hourly rates as
follows:
Elisabeth Von Eitzen $455
Rozanne Giunta $455
Stephen Grow $595
Loren Andrulis $575
Paralegal $190
Debtors paid the firm the sum of $255,644, including application of
retainers, for the preparation of their bankruptcy cases and other
restructuring matters. As of June 3, Warner holds a retainer of
$43,536.50.
Elisabeth Von Eitzen, Esq., a partner at Warner, disclosed in court
filings that her firm is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
Warner can be reached through:
Elisabeth Von Eitzen, Esq.
Warner Norcross + Judd LLP
1500 Warner Building
150 Ottawa Avenue, NW
Grand Rapids, MI 49503-2832
Office: +1.616.752.2000 / +1.616.752.2418
Mobile: +1.616.886.6958
Fax: +1.616.752.2500 / +1.616.222.2418
E-mail: evoneitzen@wnj.com
About BarFly Ventures
BarFly Ventures LLC is the parent company of HopCat, Stella's
Lounge, and Grand Rapids Brewing Co. Founded in 2008, BarFly
Ventures operates a chain of restaurants.
Barfly Ventures and its affiliates sought Chapter 11 protection
(Bankr. W.D. Mich. Case No. 20-01947) on June 3, 2020. At the time
of the filing, Barfly Ventures was estimated to have $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.
Judge James W. Boyd oversees the cases.
Debtors have tapped Warner Norcross + Judd, LLP and Pachulski Stang
Ziehl & Jones, LLP as legal counsel; Rock Creek Advisors, LLC as
financial advisor; and Mastodon Ventures, Inc., as investment
banker.
A committee of unsecured creditors was appointed in Debtors'
Chapter 11 cases on June 23, 2020. The committee has tapped Sugar
Felsenthal Grais & Helsinger, LLP and Jaffe Raitt Heuer & Weiss,
P.C. as its legal counsel, and Amherst Partners, LLC as its
financial advisor.
BATTERY 17 PARKING: Seeks Approval to Hire Bankruptcy Attorney
--------------------------------------------------------------
Battery 17 Parking, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ David Scalzi,
Esq., to handle its Chapter 11 case.
The services that the bankruptcy attorney will provide to Debtor
include legal advice regarding its powers and duties under the
Bankruptcy Code and the preparation of a Chapter 11 plan.
Debtor will compensate Mr. Scalzi at the rate of $250 per hour.
The attorney received a retainer in the amount of $3,500.
Mr. Scalzi is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
Mr. Scalzi holds office at:
David A. Scalzi, Esq.
921 Stillwater Road
Stamford, CT 06902
Telephone: (203) 323-8232
Email: scalzi@optonline.net
About Battery 17 Parking
Battery 17 Parking, LLC filed a voluntary Chapter 11 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 20-10510) on Feb. 18, 2020. The
petition was signed by Ronald Massie, Debtor's managing member. At
the time of the filing, Debtor disclosed estimated assets of $1
million to $10 million and estimated liabilities of $50,000. Judge
Martin Glenn oversees the case. David A. Scalzi, Esq., is Debtor's
legal counsel.
BOMBARDIER INC: S&P Lowers Rating on Unsecured Notes to 'CCC'
-------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Bombardier
Inc.'s unsecured notes to 'CCC' from 'CCC+' following the company's
announcement that it had secured a commitment for a new secured
term loan facility for up to US$1 billion due 2023. S&P revised
the recovery rating to '5' from '4'. All other ratings on the
company are unchanged, including S&P's 'CCC+' issuer credit rating
(ICR).
The lower rating reflects S&P's expectation for weaker recovery
prospects. The rating agency assumes Bombardier's proposed secured
term loan facility of up to US$1 billion is fully utilized and
ranks ahead of unsecured creditors with respect to a claim on
certain aviation inventory and related accounts receivable. This
contributes to S&P's expectation that, in its simulated default
scenario, Bombardier's unsecured creditors should receive modest
(10%-30%; rounded estimate 20%) recovery compared with the rating
agency's previous expectation of average (30%-50%; rounded estimate
35%) recovery.
The new term loan should help mitigate near-term liquidity risks.
The new term loan should help mitigate near-term liquidity risks
from the COVID-19 pandemic as the company works on closing
previously announced divestitures. These include the sale of its
aerostructures business to Spirit AeroSystems Holding Inc. for
about US$500 million that S&P assumes will close in the coming
months and the sale of Bombardier Transportation (BT) to Alstom SA
for about US$8.2 billion, which the rating agency expects will
close mid-2021. S&P believes Bombardier had about US$2.4 billion of
liquidity as of June 30, 2020 (US$3.4 billion if the rating agency
includes the new term loan facility) and no meaningful debt
maturities until its EUR415 million notes mature in May 2021.
"That said, our ICR on Bombardier is unchanged as it primarily
reflects the company's high debt load and our expectation that
earnings and free cash flow generation will remain pressured
through at least 2021," S&P said.
"The negative outlook reflects our view that Bombardier could
pursue a distressed exchange or other debt restructuring in the
next 12 months to reduce its debt obligations, which we consider
unsustainable in the long term. In our view, key risks include
weaker-than-expected demand from a global recession, and operating
disruptions that could lead to a meaningful free cash flow
deficit," S&P said.
S&P could lower its rating on Bombardier if the company announces a
distressed exchange or it considers such an event to be highly
likely.
This could occur if macroeconomic conditions further deteriorate
from our expectations, contributing to a weaker outlook for
business jet demand, and a large free cash flow deficit. It could
also occur if we believe the acquisition of the company's
Bombardier Transportation (BT) segment by Alstom S.A. is unlikely
to close as proposed," S&P said.
"We could revise the outlook to stable if we see a lower likelihood
that Bombardier could pursue a distressed exchange or debt
restructuring in the next 12 months. This could be the case if we
expect a strong recovery in the second half of this year, leading
us to believe that Bombardier's capital structure is sustainable in
the long term," the rating agency said.
BRAHMAN RESOURCE: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Brahman Resource Partners, LLC 20-33697
8900 Eastloch Drive
Suite 235
Spring, TX 77379
BRP Vista Grande, LLC 20-33698
8900 Eastloch Drive
Suite 235
Spring, TX 77379
Business Description: Brahman Resource Partners, LLC --
https://brahmanrp.com -- is a private
oil and gas exploration, production, and
development company focused on US North
American basins.
Chapter 11 Petition Date: July 26, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. David R. Jones
Debtors' Counsel: Matthew Okin, Esq.
OKIN ADAMS LLP
1113 Vine St., Suite 240
Houston, TX 77002
Tel: (713) 228-4100
Email: info@okinadams.com
Debtors'
Financial
Advisor: PHOENIX CAPITAL RESOURCES
Brahman Resource's
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
BRP Vista Grande's
Estimated Assets: $1 million to $10 million
BRP Vista Grande's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Clay R. Border, president & CEO.
Copies of the petitions containing, among other items, a
consolidated list of the Debtors' 30 largest unsecured creditors
are available for free at PacerMonitor.com at:
https://is.gd/7gM1Yn
https://is.gd/qilRlW
BRUCE ELIEFF Trustee Sets Bid Procedures for Corona del Mar Propty.
-------------------------------------------------------------------
Howard M. Ehrenberg, the duly appointed chapter 11 trustee of Bruce
Elieff, asks the U.S. Bankruptcy Court for the Central District of
California to authorize the bidding procedures in connection with
the sale of the real property generally described located at 4507
Perham Road, Corona del Mar, California to Roger P. Hogan and/or
assignee(s) for $6.79 million, subject to overbid.
The Property is a single-family residence. Title is held in the
name of the Debtor, Bruce Elieff. It is currently unoccupied
though the Debtor and his ex-wife Kathy have access to the
Property.
In the Schedules of the Debtor filed on Oct. 24, 2019, he lists his
ownership interest in the Property and values his interest in the
Property at $7 million. The value of course approximates that
Purchase Price in the Sale Agreement that is the subject of the
Motion. As for secured debt, the Trustee obtained from Fidelity
National Title Co. a preliminary title report on the Property,
dated June 17, 2020.
That PTR identifies several encumbrances of note: (i) a deed of
trust, currently in favor of JP Morgan Chase Bank, in the original
amount of $1.24 million; (ii) a deed of trust in favor of
Gulfstream Finance, Inc. to secure a debt of $140 million, dated
March 15, 2008, and according to a notation in the PTR, this deed
of trust was reconveyed on Sept. 10, 2019; (iii) a writ of
attachment in favor of Gray1 CPB, LLC, and the Trustee is informed
that the obligation from which the writ arose has been satisfied
and the writ was extinguished; and (iv) a delinquent assessment
lien in favor of Cameo Community Association, recorded Oct. 20,
2017 for unpaid dues of $1,328, and an amended notice recorded on
June 15, 2020 which asserts a lien for $10,482. The same
Association recorded a lis pendens with respect to the same debt.
While not reflected in the PTR, the Trustee is aware of a lien
claim asserted by judgment creditor Todd Kurtin. Mr. Kurtin filed
a proof of claim in the case on Feb. 14, 2020 in the amount of
$33,892,1182, given Claim No. 29-1. In the attachments to the
Kurtin POC is an Abstract of Judgment recorded on Feb. 11, 2019 in
the County of Orange. By reason thereof, Kurtin may assert a lien
claim on the Property. Regardless, the Trustee is informed that
Kurtin consents to the proposed sale if the Net Proceeds are
segregated and held subject to his lien. It should also be noted
that the claims of Kurtin secured by the judgment lien are subject
to dispute. The challenges to Kurtin’s claims and liens are the
subject of a pending adversary proceeding before this Court,
entitled Elieff v. Kurtin, adversary no. 8:19-ap-01205.
Next, while the Trustee could find no evidence of a lien by the
Internal Revenue Service, on Feb. 12, 2020, the IRS filed a proof
of claim in the Case [Claim No. 23-1] in the amount of
$103,548,316. The Claim states that it is secured to the extent of
$37,116,818 and is secured by "All of debtor(s) right, title and
interest to property." The proof of claim provides no support for
the assertion that any portion of the claim is secured by a lien
against the Property and the Trustee is aware of none.
Finally, the Trustee is informed that the Property may be the
subject of a claim by Citi Investment Capital, Inc. While the PTR
shows no record of any such claim, the Trustee is informed that CIC
unsuccessfully sought relief from stay to pursue a claim in
California state courts related to its aborted efforts to purchase
the Property at a foreclosure sale by the mortgage holder on the
Property. While the Trustee acknowledges that CIC may have claims
against the mortgage holder (JP Morgan Chase Bank) and the trustee
under the deed of trust, he is aware of no meritorious claim that
CIC has against the Debtor or the Property. For sake of clarity,
the Trustee seeks an order that authorizes sale of the Property
free and clear of any claim of CIC.
On June 22, 2020, the Debtor and the Proposed Buyer entered into a
purchase and sale agreement whereby the Proposed Buyer would
purchase the Estate's interest in the Property for $6.79 million,
subject to the Court's approval and the proposed overbid
procedures.
Prior to the date of the filing of the Motion, the Debtor entered
into a real estate listing agreement for the Property with Timothy
Tamura of VALIA Properties. The Broker continues to market the
Property for the purpose of soliciting potential overbids with the
goal to obtain a price commensurate with the Property’s fair
market value and will continue to do so through the hearing on the
Motion.
To obtain the highest and best offer for the benefit of the
creditors of the estate, the Trustee proposes that the Sale
Agreement be subject to overbid, a process accepted by the Proposed
Buyer. Notice is being provided of the opportunity for overbidding
to all interested parties in the matter.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: July 20, 2020 at 5:00 p.m.
b. Initial Bid: $6.85 million
c. Deposit: $75,000
d. Auction: The auction will take place at the hearing at the
Motion for approval of the Sale Agreement. The hearing will be
conducted remotely, and the Court may require that the bidding take
place outside of the Courtroom.
e. Bid Increments: $25,000
f. Closing: Aug. 10, 2020
Following or concurrently with closing of the escrow, the Trustee
seeks authority to distribute or retain the net sale proceeds as
follows:
a) Payment of normal escrow and closing costs, including
pro-rated real estate taxes, if any;
b) Payment of the undisputed portion of the first in priority
secured claim owed to Chase Bank, estimated in the amount of
$674,316, with any disputed portion impounded until resolution of
any such disputes;
c) Payment to Timothy Tamura of VALIA Properties, Broker, an
amount not greater than 5% of the sale price, in accordance with
the terms of the Order employing the Broker. The commission will
be divided between the Broker and the broker or agent, if any, for
the prevailing bidder;
d) The alleged disputed lien of Todd Kurtin will attach to the
proceeds after payment of the items in subparagraphs (a) through
(c) to be held in a segregated account maintained by the Trustee,
with the same extent, validity, force, priority and effect that it
has, if any, against the Property;
e) To the extent the Internal Revenue Service demonstrates a
reasonable likelihood that it holds a valid lien against the
Property, its lien will attach to the Net Proceeds to be held in a
segregated account maintained by the Trustee, with the same extent,
validity, force, priority and effect that it has, if any, against
the Property. In the absence of such evidence, the Trustee
proposes that the Net Proceeds be deemed to be free and clear of
any claim or encumbrance by the IRS.
Time is of the essence so that the Proposed Buyer can immediately
complete the sale. Accordingly, the Trustee asks that the Court
waives the stay imposed by Rule 6004(h).
A copy of the Agreement is available at
https://tinyurl.com/yckpmp8g from PacerMonitor.com free of charge.
About Bruce Elieff
Bruce Elieff sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 19-13858) on Oct. 2, 2019. The
Debtor tapped Couchot Law, LLP, as its legal counsel. On June 29,
2020, the Court appointed Howard M. Ehrenberg as chapter 11
trustee.
BSI LLC: Seeks Court Approval to Hire CBRE as Sales Listing Broker
------------------------------------------------------------------
BSI, LLC – 33 Smiley Ingram seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
CBRE, Inc. as an exclusive sales listing broker.
CBRE will assist in the marketing and sale of Debtor's real
property located at 33 Smiley Ingram Road, Cartersville, Bartow
County, Ga.
The firm will receive a 6 percent commission upon the sale of the
property to be shared with an outside broker as needed. The
initial listing price for the property is $2.5 million.
Audrey Frey, a managing director at CBRE, disclosed in court
filings that the firm and its employees are "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Audrey Frey
David Nixon
Rob Kruer
CBRE, INC.
3550 Lenox Road, Suite 2300
Atlanta, GA 30326
Telephone: (404) 812-5188
(404) 923-1463
Facsimile: (404) 923-1593
Email: audrey.frey@cbre.com
david.nixon@cbre.com
rob.kruer@cbre.com
About BSI, LLC – 33 Smiley Ingram
BSI, LLC - 33 Smiley Ingram, a single asset real estate (as defined
in 11 U.S.C. Section 101(51B)), sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-40882) on May
4, 2020. The petition was signed by Brian Alan Stewar, Debtor's
manager. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge Paul W. Bonapfel oversees the case. The Debtor tapped
Paul Reece Marr, P.C. as legal counsel.
CALIFORNIA RESOURCES: Davis, Haynes Represent Term Lender Group
---------------------------------------------------------------
In the Chapter 11 cases of California Resources Corporation, et
al., the law firms of Davis Polk & Wardwell LLP and Haynes and
Boone, LLP submitted a verified statement under Rule 2019 of the
Federal Rules of Bankruptcy Procedure, to disclose that they are
representing the Ad Hoc Term Lender Group.
The Ad Hoc Term Lender Group formed by those holders of loans to
the Company under that certain Credit Agreement, dated as of
November 17, 2017 by and among the Company, the several banks and
other financial institutions or entities party thereto from time to
time and the Bank of New York Mellon Trust Company, N.A., as
Administrative Agent, that certain Credit Agreement, dated as of
August 12, 2016 by and among the Company, the several banks and
other financial institutions or entities party thereto from time to
time and the Bank of New York Mellon Trust Company, N.A., as
Administrative Agent, that that certain Indenture dated as of
December 15, 2015, by and among the Company, as the issuer, the
guarantors party thereto, and the Bank of New York Mellon Trust
Company, N.A., as trustee, and that certain Indenture dated as of
October 1, 2014.
On or around December 20, 2020, the Ad Hoc Term Lender Group
engaged Davis Polk to represent it in connection with the Members'
holdings under the 1.25L Credit Agreement and the 1.5L Credit
Agreement. On or around June 23, 2020 the Ad Hoc Term Lender Group
engaged Haynes and Boone to act as co-counsel in the Chapter 11
Cases.
Counsel only represents the Ad Hoc Term Lender Group. Counsel does
not represent or purport to represent any entities other than the
Ad Hoc Term Lender Group in connection with the Chapter 11 Cases.
In addition, the Ad Hoc Term Lender Group does not claim or purport
to represent any other entity and undertakes no duties or
obligations to any entity.
As of July 16, 2020, members of the Ad Hoc Term Lender Group and
their disclosable economic interests are:
BLACKROCK FINANCIAL MANAGEMENT, INC.
55 E. 52nd Street
New York, NY 10055
* $48,144,000.00 in aggregate principal amount of loans under the
1.25L Credit Agreement
* $55,315,622.00 in aggregate outstanding amount of loans under
the 1.5L Credit Agreement
CARVAL INVESTORS, LP
9320 Excelsior Boulevard, 7th Floor
Minneapolis, MN 55343
* $42,500,000.00 in aggregate principal amount of loans under the
1.25L Credit Agreement
* $50,372,465.02 in aggregate principal amount of loans under the
1.5L Credit Agreement
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
200 Seaport Blvd, VI3H
Boston, MA, 02210
* $349,773.00 in aggregate principal amount of loans under the
1.25L Credit Agreement
* $404,794,333 in aggregate principal amount of loans under the
1.5L Credit Agreement
* $148,820,000 in aggregate principal amount of loans under the 2L
Notes Indenture Agreement
GOLDENTREE ASSET MANAGEMENT, LP
300 Park Avenue
21st Floor
New York, NY 10022
* $357,844,285.00 in aggregate principal amount of loans under the
1.25L Credit Agreement
* $6,160,000 in aggregate principal amount of loans under the 1.5L
Credit Agreement
* $351,659,000 in aggregate principal amount of loans under the 2L
Notes Indenture Agreement
* 38,565,000 in aggregate principal amount of Unsecured Notes
INVESCO SENIOR SECURED MANAGEMENT, INC.
1166 Avenue of The Americas 26th Floor
New York, NY 10036
* $26,929,081.00 in aggregate principal amount of loans under the
1.25L Credit Agreement
* $23,108,796.00 in aggregate principal amount of loans under the
1.5L Credit Agreement
JB INVESTORS LLC
100 West Liberty Street, Tenth Floor
Reno, Nevada 89501
* $138,021,708.00 in aggregate principal amount of loans under the
1.25L Credit Agreement
J.P. MORGAN INVESTMENT MANAGEMENT AND
JPMORGAN CHASE BANK, N.A
1 E Ohio St., Floor 06
Indianapolis, IN 46204
* $78,940,700.00 in aggregate principal amount of loans under the
1.25L Credit Agreement
SYMPHONY ASSET MANAGEMENT LLC
555 California Street Suite 3100
San Francisco, CA
* $55,059,074.00 in aggregate principal amount of loans under the
1.25L Credit Agreement
* $7,500,000.01 in aggregate principal amount of loans under the
1.5L Credit Agreement
Counsel for the Ad Hoc Group Term Lenders can be reached at:
Charles A. Beckham, Jr., Esq.
Arsalan Muhammad, Esq.
Martha Wyrick, Esq.
HAYNES AND BOONE, LLP
1221 McKinney Street, Suite 4000
Houston, TX 77010
Telephone: (713) 547-2000
Facsimile: (713) 547-2600
Email: charles.beckham@haynesboone.com
arsalan.muhammad@haynesboone.com
martha.wyrick@haynesboone.com
Counsel for the Ad Hoc Group Term Lenders can be reached at:
Damian S. Schaible, Esq.
Benjamin S. Kaminetzky, Esq.
Angela M. Libby, Esq.
Marc J. Tobak, Esq.
Jonah A. Peppiatt, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Email: damian.schaible@davispolk.com
ben.kaminetzky@davispolk.com
angela.libby@davispolk.com
marc.tobak@davispolk.com
jonah.peppiatt@davispolk.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/b5rHld and https://is.gd/5MwkAA
About California Resources
California Resources Corporation -- http://www.crc.com/-- is an
oil and natural gas exploration and production company
headquartered in Los Angeles, California. CRC operates its
resource base exclusively within the State of California, applying
complementary and integrated infrastructure to gather, process and
market its production.
California Resources reported a net loss attributable to common
stock of $28 million for the year ended Dec. 31, 2019, compared to
net income attributable to common stock of $328 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$4.97 billion in total assets, $543 million in total current
liabilities, $4.86 billion in long-term debt, $135 million in
deferred gain and issuance costs, $715 million in other long-term
liabilities, $816 million in mezzanine equity, and a total deficit
of $2.09 billion.
CAPITAL TRUCK: Hires Bruner Wright as Counsel
---------------------------------------------
Capital Truck, Inc., seeks authority from the U.S. Bankruptcy Court
for the Northern District of Florida to employ Bruner Wright, P.A.,
as counsel to the Debtor.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm will be paid at these hourly rates:
Robert Bruner $425
Thomas Woodward $425
Byron Wright III $350
Paralegal $150
Bruner Wright was paid $20,000 as a retainer for the bankruptcy
proceeding. Of that amount, $1,717 was utilized to pay the filing
fee in this case, and $3,782.50 for prepetition services.
Byron Wright III, Esq., the firm's attorney who will be handling
the case, disclosed in court filings that he does not represent any
interest adverse to the Debtor.
The firm can be reached through:
Byron Wright III
BRUNER WRIGHT, P.A.
2810 Remington Green Circle
Tallahassee, FL 32308
Office: (850) 385-0342
Fax: (850) 270-2441
About Capital Truck
Capital Truck, Inc., based in Tallahassee, FL, filed a Chapter 11
petition (Bankr. N.D. Fla. Case No. 20-40287) on July 14, 2020.
In the petition signed by Mark Thomas, president, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. BRUNER WRIGHT, P.A., serves as bankruptcy counsel to
the Debtor.
CBL & ASSOCIATES: Obtains Forbearance Agreement Extension
---------------------------------------------------------
CBL & Associates Limited Partnership, the majority owned subsidiary
of CBL & Associates Properties, Inc., and certain subsidiary
guarantors entered into the following agreements.
(i) Amendment to Forbearance Agreement with Respect to the 2023
Notes
As previously reported, on June 30, 2020, the Operating
Partnership, the Subsidiary Guarantors and the REIT, as a limited
guarantor, entered into a Forbearance Agreement with certain
beneficial owners and/or investment advisors or managers of
discretionary funds, accounts or other entities for the holders of
beneficial owners of in excess of 50% of the aggregate principal
amount of the Operating Partnership's 5.25% senior unsecured notes
due 2023. Pursuant to the 2023 Notes Forbearance Agreement, among
other provisions, the 2023 Holders agreed to forbear from
exercising any rights and remedies under the indenture governing
the 2023 Notes solely with respect to the default resulting from
the nonpayment of the $11.8 million interest payment that was due
and payable on June 1, 2020, including the failure to pay the 2023
Notes Interest Payment by the end of the 30-day grace period.
Pursuant to the 2023 Notes Forbearance Agreement, the forbearance
period under the 2023 Notes Forbearance Agreement ended on the
earlier of July 15, 2020 and the occurrence of any of the specified
early termination events described therein.
As previously reported, on July 15, 2020, the parties to the 2023
Notes Forbearance Agreement entered into an Amendment to the 2023
Notes Forbearance Agreement to extend the forbearance period to the
earlier of July 22, 2020 and the occurrence of any of the specified
early termination events described therein.
On July 22, 2020, the parties to the 2023 Notes Forbearance
Agreement entered into the Second Amendment to the 2023 Notes
Forbearance Agreement to further extend the forbearance period to
the earlier of July 27, 2020 and the occurrence of any of the
specified early termination events. The Second Amendment also
provides for automatic extension of the 2023 Notes Forbearance
Agreement by written notice to the Company representing that the
2023 Holders of at least 50.1% of the aggregate principal amount of
the 2023 Notes have agreed to extend the forbearance period to the
later date and time set forth in such notice.
(ii) Amendment to Forbearance Agreement with Respect to the 2026
Notes
As previously reported, on July 15, 2020, the Operating
Partnership, the Subsidiary Guarantors and the REIT, as a limited
guarantor, entered into a Forbearance Agreement with certain
beneficial owners and/or investment advisors or managers of
discretionary funds, accounts or other entities for the holders or
beneficial owners of in excess of 50% of the aggregate principal
amount of the Operating Partnership's 5.95% senior unsecured notes
due 2026. Pursuant to the 2026 Notes Forbearance Agreement, among
other provisions, the 2026 Holders agreed to forbear from
exercising any rights and remedies under the indenture governing
the 2026 Notes solely with respect to the default resulting from
the nonpayment of the $18.6 million interest payment that was due
and payable on June 15, 2020, including the failure to pay the 2026
Notes Interest Payment by the end of the 30-day grace period. The
forbearance period under the 2026 Notes Forbearance Agreement ended
on the earlier of
July 22, 2020 and the occurrence of any of the specified early
termination events described therein.
On July 22, 2020, the parties to the 2026 Notes Forbearance
Agreement entered into an Amendment to the 2026 Notes Forbearance
Agreement to extend the forbearance period to the earlier of the
Original Termination Date and the occurrence of any of the
specified early termination events. The Amendment also provides
for automatic extension of the 2026 Notes Forbearance Agreement by
written notice to the Company representing that the 2026 Holders of
at least 50.1% of the aggregate principal amount of the 2026 Notes
have agreed to extend the forbearance period to the later date and
time set forth in such notice.
(iii) Amendment to Forbearance Agreement with Respect to the
Credit Agreement
As previously reported, on June 30, 2020, the Operating
Partnership, the Subsidiary Guarantors and the REIT, as a limited
guarantor, entered into a Forbearance Agreement with Wells Fargo
Bank, National Association, as administrative agent for the lenders
party to the Credit Agreement, dated as of Jan. 30, 2019. Pursuant
to the Bank Forbearance Agreement, among other provisions, the
Agent, on behalf of itself and the Lenders, agreed to forbear from
exercising any rights and remedies under the Credit Agreement
solely with respect to the Specified Defaults (as defined in the
Bank Forbearance Agreement), including the cross-default resulting
from the failure to pay the 2023 Notes Interest Payment or the 2026
Notes Interest Payment. The forbearance period under the Bank
Forbearance Agreement ended on the earlier of July 15, 2020 and the
occurrence of any of the specified early termination events.
As previously reported, on July 15, 2020, the parties to the Bank
Forbearance Agreement entered into an Amendment to the Bank
Forbearance Agreement to extend the forbearance period to the
earlier of July 22, 2020 and the occurrence of any of the specified
early termination events.
On July 22, 2020, the parties to the Bank Forbearance Agreement
entered into the Second Amendment to the Bank Forbearance Agreement
to further extend the forbearance period to the earlier of July 29,
2020 and the occurrence of any of the specified early termination
events. The Second Bank Amendment also provides for automatic
extension of the Bank Forbearance Agreement by written notice
representing that the required percentage of Lenders under the
Second Bank Amendment have agreed to extend the forbearance period
to the later date and time set forth in such notice.
Negotiating Events of Defaults
As previously reported, the Company elected to not make the 2023
Notes Interest Payment and the 2026 Notes Interest Payment and, as
provided for in the indenture governing the 2023 Notes and the 2026
Notes, to enter the respective 30-day grace periods to make such
payments. The Operating Partnership did not make either of the
2023 Notes Interest Payment or the 2026 Notes Interest Payment on
the last day of the respective 30-day grace periods. The Operating
Partnership's failure to make the 2023 Notes Interest Payment and
the 2026 Notes Interest Payment is considered an "event of default"
with respect to each of the 2023 Notes and the 2026 Notes, which
results in a cross default under the Credit Agreement. While the
events of default are continuing under the indenture, the Trustee
or the holders of at least 25% in principal amount of the 2023
Notes may declare the 2023 Notes to be due and payable immediately
and the Trustee or the holders of at least 25% in principal amount
of the 2026 Notes may declare the 2026 Notes to be due and payable
immediately. While the events of default are continuing under the
Credit Agreement, the Agent may and shall upon the direction of the
requisite lenders, declare the loans thereunder to be immediately
due and payable. Further, if any of the 2023 Notes, the 2026 Notes
or the Credit Agreement were accelerated, it would trigger an
"event of default" under the Operating Partnership’s 4.60% senior
unsecured notes due 2024, which could lead to the acceleration of
all amounts due under those notes.
The Company is continuing to engage in negotiations and discussions
with the holders and lenders of the Company's indebtedness. There
can be no assurance, however, that the Company will be able to
negotiate acceptable terms or to reach any agreement with respect
to its indebtedness.
About CBL & Associates
CBL & Associates Properties, Inc., and its subsidiaries are a
self-managed, self-administered, fully integrated real estate
investment trust (REIT). The Companies own, develop, acquire,
lease, manage, and operate regional shopping malls, open-air and
mixed-use centers, outlet centers, associated centers, community
centers, office and other properties.
CBL & Associates reported a net loss attributable to the company of
$108.78 million for the year ended Dec. 31, 2019, compared to a net
loss attributable to the Company of $78.57 million for the year
ended Dec. 31, 2018. As of March 31, 2020, the Company had $4.72
billion in total assets, $3.99 billion in total liabilities, $1.06
million in redeemable non-controlling interests, and total equity
of $725.09 million.
* * *
As reported by the TCR on June 1, 2020, Moody's Investors Service
downgraded the ratings of CBL & Associates Limited Partnership,
including the corporate family rating to Ca from Caa1. The rating
downgrade reflects Moody's expectation that CBL's liquidity profile
will erode rapidly in the next two quarters.
COMFORT AUTO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Comfort Auto Group NY LLC
d/b/a Chrysler Dodge Jeep Ram Fiat of Bay Ridge
8825 5th Ave
Brooklyn, NY 11209-5901
Business Description: Comfort Auto Group NY is an automobile
dealer.
Chapter 11 Petition Date: July 24, 2020
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 20-42730
Debtor's Counsel: Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-5700
E-mail: knash@gwfglaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Tim Ziss, manager.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/iozufd
COMFORT LINE: Case Summary & 17 Unsecured Creditors
---------------------------------------------------
Debtor: Comfort Line LTD.
5500 Enterprise Blvd.
Toledo, OH 43612
Case No.: 20-31883
Business Description: Comfort Line LTD. --
http://www.fiberframe.com-- is a family
owned business that manufactures fiberglass
windows, patio doors, storefronts, and
sunrooms.
Chapter 11 Petition Date: July 27, 2020
Court: United States Bankruptcy Court
Nothern District of Ohio
Judge: Hon. John P. Gustafson
Debtor's Counsel: Eric R. Neuman, Esq.
DILLER AND RICE, LLC
1107 Adams St.
Toledo, OH 43624
Tel: 419-244-8500
Email: Eric@drlawllc.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard G. LaValley, Jr., member.
A copy of the petition containing, among other items, a list of the
Debtor's 17 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/C7AC0T
CONGOLEUM CORPORATION: Hires Phoenix as Financial Advisor
---------------------------------------------------------
Congoleum Corporation seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Phoenix Management
Services, LLC, as financial advisor to the Debtor.
Congoleum Corporation requires Phoenix to:
a. review the Debtor's existing debtor-in-possession weekly
cash flow and borrowing base budget ("DIP Budget") with
regard to the assumptions, implementation of initiatives,
impact of a Chapter 11 filing and the timing of receipts
and disbursements, provide input and suggestions if
warranted, identify potential risk areas;
b. monitor the actal weekly and cumulative performance versus
the DIP Budget;
c. assist with periodic revisions to the DIP Budget;
d. assist in communications with Wells Fargo Bank;
e. assist the Debtor in preparing for and making presentations
at meetings with representatives of its secured and
unsecured creditors;
f. coordinate with representative of B. Riley FBR, Inc. to
ensure that there is no duplication of effort;
g. provide testimony in any Chapter 11 proceeding if
necessary; and
h. perform such other tasks as appropriate as may reasonably
be requested by the Debtor's management or counsel.
Phoenix will be paid at these hourly rates:
Senior Managing Directors $495 to $795
Senior Advisors $400 to $650
Managing Directors $405 to $625
Senior Directors $395 to $575
Directors $350 to $450
Vice Presidents & Sr. Associates $250 to $425
Analysts/Associates $150 to $325
Administrative Staff $75 to $250
Phoenix will be paid a retainer in the amount of $150,000.
Phoenix will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael E. Jacoby, senior managing director of Phoenix Management
Services, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Phoenix can be reached at:
Michael E. Jacoby
PHOENIX MANAGEMENT SERVICES, LLC
110 Commons Court
Chadds Ford, PA 19317-9716
Tel: 610-358-4700
Fax: 610-358-9377
About Congoleum Corporation
Congoleum Corporation -- https://www.congoleum.com/ -- manufactures
and sells vinyl sheet and tile products for both residential and
commercial markets. Its products are used in remodeling,
manufactured housing, new construction, commercial applications and
recreational vehicles.
Congoleum Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J., Case No. 20-18488) on July 13,
2020. The petition was signed by Christopher O'Connor, chief
executive officer/president. Hon. Michael B. Kaplan presides over
the case.
The Debtor estimated $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Rebecca W.
Hollander, Esq. of Cole Schotz P.C. serve as counsel to the Debtor.
B. Riley FBR, Inc. serves as financial advisor and investment
banker to the Debtor; Phoenix Management Services, LLC, as
financial advisor; and Prime Clerk LLC as claims and noticing
agent.
CONGOLEUM CORPORATION: Taps B. Riley FBR as Investment Banker
-------------------------------------------------------------
Congoleum Corporation seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ B. Riley FBR, Inc.,
as investment banker to the Debtor.
Congoleum Corporation requires B. Riley FBR to:
a. review and analyze, from a financial perspective, the
general business, operations, financial condition and
prospects of the Debtor in order to develop a strategy to
maximize value for all stakeholders;
b. secure DIP Financing with the Debtor's existing lender or
alternative lender, including assistance with preparation
of 13-week cash flow and other projections;
c. assist the Debtor with a Transaction including the
preparation of a Memorandum describing the Debtor or the
Transaction;
d. solicit interest for a Transaction with potential strategic
and financial buyers and conduct a sale process consistent
with market business practices;
e. assist the Debtor, as requested, with other schedules,
analyses and communications relating to a Transaction and
the Chapter 11 case, including interaction with its secured
lenders and the official committee of unsecured creditors;
f. participate in negotiations regarding a Transaction with
prospective interested parties; and
g. provide testimony to support the Debtor's objectives during
the Chapter 11 case.
B. Riley FBR will be paid as follows:
a) A monthly retainer of $25,000 due and payable on the first
of each month starting on April 13, 2020 ("Monthly
Retainer");
b) If the form of a Transaction is executed through the Credit
Bid, as defined herein, a cash transaction fee of $550,000
(the "Transaction Fee") due and payable immediately upon
the closing of the Transaction; and provided further that
the 100% Monthly Retainer theretofore paid to B. Riley
shall be creditable against the Transaction Fee due to the
Firm;
c) If the form of a Transaction is executed through a sale to
a third party, a cash transaction fee of $650,000 due and
payable immediately upon the closing of the Transaction;
and provided further that 100% Monthly Retainer theretofore
paid to the Firm shall be creditable against the
Transaction Fee to the Firm; and
d) If a Transaction closes any time during the period of 12
months following the effective date of termination of the
Term or the Company sends or receives a proposal or enters
into an agreement with respect to a potential Transaction
during the Tail Period and such Transaction is subsequently
consummated, then the Debtor shall pay to the Firm the
Success Fee at the closing of the Transaction in an amount
equal to the Success Fee that would otherwise have been
paid to the Firm with respect to such Transaction,
irrespective of whether the Firm closes such Transaction.
B. Riley FBR will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Perry M. Mandarino, senior managing partner of B. Riley FBR, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
B. Riley FBR can be reached at:
Perry M. Mandarino
B. RILEY FBR, INC.
299 Park Avenue
New York, NY 10171
Tel: (212) 457-3300
About Congoleum Corporation
Congoleum Corporation -- https://www.congoleum.com/ -- manufactures
and sells vinyl sheet and tile products for both residential and
commercial markets. Its products are used in remodeling,
manufactured housing, new construction, commercial applications and
recreational vehicles.
Congoleum Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J., Case No. 20-18488) on July 13,
2020. The petition was signed by Christopher O'Connor, chief
executive officer/president. Hon. Michael B. Kaplan presides over
the case.
The Debtor estimated $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Rebecca W.
Hollander, Esq. of Cole Schotz P.C. serve as counsel to the Debtor.
B. Riley FBR, Inc. serves as financial advisor and investment
banker to the Debtor; Phoenix Management Services, LLC as financial
advisor; and Prime Clerk LLC as claims and noticing agent.
CONGOLEUM CORPORATION: Taps Prime Clerk as Administrative Advisor
-----------------------------------------------------------------
Congoleum Corporation, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Prime Clerk LLC, as
administrative advisor to the Debtor.
Congoleum Corporation requires Prime Clerk to:
a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank back-offices, and
institutional holders;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
chapter 11 plan; and
f. provide such other processing, solicitation, balloting, and
other administrative services described in the Engagement
Agreement, but not covered by the Section 156(c) Order, as
may be requested from time to time by the Debtors, the
Court, or the Office of the Clerk of the Bankruptcy Court
(the "Clerk").
Prime Clerk will be paid at these hourly rates:
Director of Solicitation $210
Solicitation Consultant $190
COO and Executive VP No charge
Director $175-$195
Consultant/Senior Consultant $65-$165
Technology Consultant $35-$95
Analyst $30-$50
Prime Clerk will be paid a retainer in the amount of $25,000.
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin J. Steele, partner of Prime Clerk LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Prime Clerk can be reached at:
Benjamin J. Steele
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY10022
Tel: (212) 257-5450
E-mail: bsteele@primeclerk.com
About Congoleum Corporation
Congoleum Corporation -- https://www.congoleum.com/ -- manufactures
and sells vinyl sheet and tile products for both residential and
commercial markets. Its products are used in remodeling,
manufactured housing, new construction, commercial applications and
recreational vehicles.
Congoleum Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-18488) on July 13, 2020.
The petition was signed by Christopher O'Connor, chief executive
officer/president. Hon. Michael B. Kaplan presides over the case.
The Debtor was estimated to have $50 million to $100 million in
assets and $100 million to $500 million in liabilities.
Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Rebecca W.
Hollander, Esq. of Cole Schotz P.C. serve as counsel to the Debtor.
B. Riley FBR, Inc. serves as financial advisor and investment
banker to the Debtor; Phoenix Management Services, LLC as financial
advisor; and Prime Clerk LLC as claims and noticing agent.
CYTODYN INC: Signs Second Amendment to Iliad Promissory Note
------------------------------------------------------------
CytoDyn Inc. entered into a second amendment to the secured
convertible promissory note, as amended, issued on March 31, 2020
to Iliad Research and Trading, L.P., a Utah limited partnership in
the initial principal amount of $17.1 million. The Amendment to
the Note eliminates the monthly volume limitation on the Investor's
sale of Conversion Shares under the Note.
Increase in Authorized Common Stock
Cytodyn held a special meeting of stockholders on July 22, 2020, at
which the stockholders:
(a) approved an amendment to the Certificate of Incorporation
to increase the total number of authorized shares of
common stock of the Company from 700,000,000 to
800,000,000; and
(b) approved a proposal to adjourn the Special Meeting to
solicit more proxies in the event insufficient proxies
were present at the Special Meeting to approve the
preceding proposal.
On July 23, 2020, the Company filed with the Secretary of State of
the State of Delaware a Certificate of Amendment to its Certificate
of Incorporation, increasing the total number of authorized shares
of common stock, par value $0.001 per share, from 700,000,000 to
800,000,000.
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com/-- is a late-stage biotechnology company
focused on the clinical development and potential commercialization
of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection,
with the potential for multiple therapeutic indications.
As of Feb. 29, 2020, the Company had $38.82 million in total
assets, $43.20 million in total liabilities, and a total
stockholders' deficit of $4.38 million.
Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor
since 2007, issued a "going concern" qualification in its report
dated Aug. 14, 2019, on the Company's consolidated financial
statements for the year ended May 31, 2019, citing that the Company
incurred a net loss of approximately $56,187,000 for the year ended
May 31, 2019 and has an accumulated deficit of approximately
$229,363,000 through May 31, 2019, which raises substantial doubt
about its ability to continue as a going concern.
CYTOSORBENTS CORP: Receives $57.5 Million from Stock Offering
-------------------------------------------------------------
CytoSorbents Corporation completed its previously announced
underwritten public offering made pursuant to the Underwriting
Agreement, dated as of July 21, 2020, by and among Cowen and
Company, LLC and SVB Leerink LLC, as representatives of the several
underwriters. On July 22, 2020, the Underwriters notified the
Company that they had exercised their option to purchase an
additional 789,473 shares of common stock, $0.001 par value per
share in full. After giving effect to the full exercise of the
Underwriters' option, the Company issued and sold an aggregate
6,052,631 shares of Common Stock in the Offering, pursuant to the
Company's existing shelf registration statement on Form S-3 (File
No. 333-226372). The Company received gross proceeds of
approximately $57.5 million, before deducting the underwriting
discounts and commissions and fees and expenses payable by the
Company in connection with the Offering. Cowen and SVB Leerink
acted as joint book-running managers for the Offering. B. Riley FBR
acted as co-manager for the Offering.
About CytoSorbents
Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb is approved in the
European Union with distribution in 58 countries around the world,
as an extracorporeal cytokine adsorber designed to reduce the
"cytokine storm" or "cytokine release syndrome" that could
otherwise cause massive inflammation, organ failure and death in
common critical illnesses. These are conditions where the risk of
death is extremely high, yet no effective treatments exist.
As of March 31, 2020, the Company had $44.23 million in total
assets, $22.91 million in total liabilities, and $21.31 million in
total stockholders' equity.
WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's
auditor since 2004, issued a "going concern" qualification in its
report dated March 5, 2020 citing that the Company sustained net
losses for the years ended Dec. 31, 2019, 2018 and 2017 of
approximately $19.3 million, $17.2 million and $8.5 million,
respectively. Further, the Company believes it will have to raise
additional capital to fund its planned operations for the twelve
month period through March 2021. These matters raise substantial
doubt regarding the Company's ability to continue as a going
concern.
DANIEL T. LEE: Hires Stanley A. Zlotoff as Counsel
--------------------------------------------------
Daniel T. Lee Dental seeks authority from the U.S. Bankruptcy Court
for the Northern District of California to employ Stanley A.
Zlotoff, a Professional Corporation, as counsel to the Debtor.
Daniel T. Lee requires Stanley A. Zlotoff to:
(a) give the Debtor legal advice with respect to its powers
and duties as debtor in possession in the continued
management of its property;
(b) prepare necessary applications, answers, orders, reports
and other legal papers; and
(c) perform all other legal services for the Debtor as debtor
in possession which may be necessary herein.
Stanley A. Zlotoff will be paid at the hourly rate of $350, and a
retainer of $13,283.
Stanley A. Zlotoff will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Stanley A. Zlotoff, partner of Stanley A. Zlotoff, a Professional
Corporation, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Stanley A. Zlotoff can be reached at:
Stanley A. Zlotoff, Esq.
STANLEY A. ZLOTOFF,
A PROFESSIONAL CORPORATION
300 S. First St. Suite 215
San Jose, CA 95113
Tel: (408) 287-5087
Fax: (408) 287-7645
About Daniel T. Lee Dental
Daniel T. Lee Dental Corporation d/b/a Northern California Dental,
based in San Jose, CA, filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 20-51022) on July 8, 2020. In the petition signed by
Daniel T. Lee, president, the Debtor disclosed $259,121 in assets
and $1,640,036 in liabilities. The Hon. Elaine M. Hammond oversees
the case. Stanley Zlotoff, Esq., serves as bankruptcy counsel to
the Debtor.
DEAN & DELUCA: Seeks to Hire Nutter McClennen as Special Counsel
----------------------------------------------------------------
Dean & Deluca New York, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Nutter McClennen & Fish LLP as special counsel.
Nutter McClennen will provide Debtor with legal advice on
intellectual property matters. The firm's services will be
provided mainly by Mark Leonardo, Esq., who will be paid at the
rate of $725 per hour.
The firm has not received a retainer or any other payments from
Debtors.
Mr. Leonardo , a partner at Nutter McClennen, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code.
In response to the request for additional information set forth in
Paragraph D.1 of the U.S. Trustee Fee Guidelines, Mr. Leonardo made
the following disclosures:
Question: Did you agree to any variations from, or alternatives to,
your standard or customary billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: No.
Question: If you represented the client in the 12 months
pre-petition, disclose your billing rates and material financial
terms for the pre-petition engagement, including any adjustments
during the 12 months pre-petition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and reasons for the difference.
Answer: Not applicable.
Question: Has your client approved your respective budget and
staffing plan, and if so, for what budget period?
Answer: Debtors approved or will be approving a prospective budget
and staffing plan for the firm's engagement for the post-petition
period, as appropriate. In accordance with the U.S. Trustee
Guidelines, the budget may be amended as necessary to reflected
changed or unanticipated developments.
The firm can be reached through:
Mark Leonardo, Esq.
Nutter McClennen & Fish LLP
155 Seaport Blvd.
Boston, MA 02210
Telephone: (617) 439-2000
Facsimile: (617) 310-9000
E-mail: MLeonardo@nutter.com
About Dean & Deluca New York
Dean & DeLuca New York, Inc., is a multi-channel retailer of
premium gourmet and delicatessen food and beverage products under
the Dean & DeLuca brand name. It traces its roots to the opening of
the first Dean & DeLuca store in the Soho district of Manhattan,
New York City by Joel Dean and Giorgio DeLuca in 1977.
Affiliate Dean & DeLuca, Inc. was incorporated in Delaware in 1999.
On Sept. 29, 2014, Pace Development Corporation, through its wholly
owned subsidiary, Pace Food Retail Co., Ltd., acquired 100% of the
shares of Dean & DeLuca, Inc. from its then shareholders.
Dean & DeLuca New York and six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-10916) on March 31, 2020. At the time of the filing, Debtors had
estimated assets of between $10 million and $50 million and
liabilities of between $100 million and $500 million.
Debtors tapped Brown Rudnick LLP as their legal counsel, Saul Ewing
Arnstein & Lehr LLP and Nutter McClennen & Fish LLP as special
counsel, and Stretto as claims and noticing agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Arent Fox, LLP.
DENISE M. CHRISTIANSON: $140K Sale of Erie Property Confirmed
-------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania confirmed Denise M. Christianson's
sale of the real property described as 981 Garloch Drive, Erie,
Pennsylvania, Index No. 33-022-001.0-015.00, to Joseph and Kelly
Sobucki for $140,000.
The sale is free and divested of liens and claims, with such liens
and claims to attach to the proceeds of sale.
These expenses/costs will immediately be paid at the time of
closing:
a. The following liens, claims and amounts: municipal lien
claims, if any;
b. Delinquent real estate taxes, if any;
c. Current real estate taxes, pro-rated to the date of
closing;
d. The cost of the local newspaper advertising in the amount
of $363;
e. The cost of the legal journal advertising in the amount of
$210;
f. The Court approved realtor commission of $7,700;
g. Water, Sewer and Refuse charges due and payable, prorated
as of the date of closing as is ususal and customary;
h. The Court approved Attorneys' Fees in the amount of $750,
plus advertising costs as stated, copy fees at $0.15 per copy for a
total of $65, postage costs for service of the Complaint and Order
in the amount of $68, the cost of obtaining a certified copy of the
Order of Sale in the amount of $13 to be paid to Stephen H.
Hutzelman, Esq., Attorney for the Debtor, out of the proceeds of
the real estate closing;
i. Chapter 13 Trustee "percentage fees" in the amount of $928
payable to Ronda J. Winnecour, Ch. 13 Trustee, PO Box 84051,
Chicago, IL 60689-4002; and
j. The "net proceeds" from the closing as identified on the
HUD-1 to Key Bank, NA, c/o Garry Masterson, Esquire, 965 Keynote
Circle, Brooklyn Heights, OH 44131.
Failure of the Closing Agent to timely make and forward the
disbursements required by the Order will subject the Closing Agent
to monetary sanctions. Except as to the distribution specifically
authorized, all remaining funds will be held by the Counsel for the
Debtor pending further Order of the Court after notice and
hearing.
Within seven days of the date of the Order, the Debtor will serve a
copy of tht Order on each Defendant (i.e. each party against whom
relief was sought) and its attorney of record, if any, upon any
attorney or party who answered the Complaint or appeared at the
hearing, the attorney for the Debtor, the Closing Agent, the
Purchaser, and the attorney for the Purchaser, if any, and file a
Certification of Service.
The Closing will occur within 30 days of the Order.
Within seven days following closing, the Plaintiff will file a
Report of Sale which will include a copy of the HUD-1 or other
settlement statement.
The Chapter 13 bankruptcy case is In re Denise M. Christianson,
(Bankr. W.D. Pa. Case 20-10328).
DERRICK J. WRIGHT, SR: Has Until July 31 to Sell Property
---------------------------------------------------------
Judge Lori S. Simpson of the U.S. Bankruptcy Court for the District
of Maryland, through the consent of Debtors Derrick James Wright,
Sr. and Rosalind Letitia Wright, and Movant NewRez, LLC, formerly
known as New Penn Financial, LLC, doing business as Shellpoint
Mortgage Servicing, terminated the stay in favor of the Movant as
to the property known as 7506 Blanford Drive, Fort Washington,
Maryland, in order to allow the Movant and/or it's assigns or
successors to proceed to foreclosure, and for the successful
purchaser thereof to obtain possession of the property.
The parties consented that the Automatic Stay be terminated in
favor of the Movant as to the property. They agreed that the
effect of the Order be stayed until July 31, 2020 so that the
Debtors may sell the property by short sale contingent upon
approval of the Movant. If the Debtors do not conclude the short
sale, or are unable to receive approval of the short sale by the
Movant by July 31, 2020, that thereafter, the Movant may resume
foreclosure proceedings.
The relief granted in the Order be stayed until July 31, 2020.
Counsel for Debtors:
John D. Burns, Esq.
6303 Ivy Lane, Suite 102
Greenbelt, MD 20770
Telephone: (301) 441-8780
The bankruptcy case is In re Derrick James Wright, Sr. and Rosalind
Letitia Wright, (Bankr. D. Md. Case No. 18-17725).
DIGITAL ROOM: Moody's Alters Outlook on B3 CFR to Negative
----------------------------------------------------------
Moody's Investors Service concluded its review of Digital Room
Holdings Inc.'s ratings initiated on April 24, 2020 and confirmed
the issuer's B3 corporate family rating, B3-PD probability of
default rating, the B2 rating on DRI's senior secured first lien
credit facilities, and the Caa2 rating on the company's second lien
term loan. The ratings outlook was revised to negative given
Moody's expectation of a meaningful near-term weakness in demand
from DRI's customer base that is anticipated to considerably weigh
on the company's operating performance trends and financial
flexibility in 2020.
Moody's confirmed the following ratings:
Corporate Family Rating-B3
Probability of Default Rating-B3-PD
Senior Secured Revolving Credit Facility expiring 2024 -- B2
(LGD3)
Senior Secured First Lien Term Loan due 2026 -- B2 (LGD3)
Senior Secured Second Lien Term Loan due 2027 -- Caa2 (LGD5)
Outlook revised from Rating Under Review to Negative
RATINGS RATIONALE
DRI's B3 CFR is constrained by the company's high adjusted
debt/EBITDA of over 7x (Moody's adjusted for operating leases) as
of March 31, 2020 and Moody's expectations that this metric could
approach and potentially exceed 9x in 2020 due to a sharp projected
drop in the company's EBITDA during this period. DRI's CFR is also
negatively impacted by the company's small size, potential
competitive pressures from larger commercial printers and web-based
rivals, and exposure to ongoing cyclicality in the print
advertising market in the event of prolonged weakness in
macroeconomic conditions. Additionally, the company's ownership by
H.I.G. Capital presents corporate governance concerns with respect
to DRI's financial strategies, particularly given the potential for
additional debt-funded acquisitions and equity distributions.
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 credit
implications of public health and safety which may lead to
material, albeit temporary, disruptions of DRI's day-to-day
operations. Its outlook revision reflects the impact on DRI's
credit profile of the breadth and severity of this shock,
particularly with respect to weak demand trends from the company's
predominantly SMB-focused customer base and the resulting
deterioration in credit quality it has triggered.
The risks associated with DRI's credit profile are partially offset
by the company's strong presence in the online short-run print
market as well as its solid customer relationships and historically
strong retention rates which contribute to revenue predictability.
Additionally, the company's modest capital budget should support
improving free cash flow generation once operating conditions
normalize.
DRI's adequate liquidity is principally supported by a cash balance
of $32.5 million as of March 31, 2020 following the company's full
drawdown of its $30 million revolving credit facility. Moody's does
not expect the company to generate meaningful FCF in 2020. DRI's
bank loans are subject to financial maintenance covenants based on
a maximum net leverage ratio (8.5x first lien net leverage, 10x
total net leverage). Moody's believes the company will remain below
the maximum levels allowed by this limitation over the balance of
2020.
The negative ratings outlook reflects Moody's expectation that
DRI's revenues and EBITDA will decline considerably in 2020,
resulting in debt-to-EBITDA (Moody's adjusted) approaching, and
potentially exceeding 9x. Operating performance trends are expected
to recover in 2021 as macroeconomic conditions normalize with
credit protections expected to improve at a similar pace.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
While unlikely over the near term, the rating could be upgraded if
DRI profitably expands its scale and continues to generate healthy
FCF while adhering to a conservative financial policy, resulting in
debt to EBITDA sustained (Moody's adjusted) below 6.5x.
The rating could be downgraded if DRI were to incur FCF deficits on
a sustained basis, liquidity deteriorates, the company experiences
a weakening competitive position, or maintains aggressive financial
policies that prevent meaningful deleveraging.
DRI, owned by HIG, is a leading e-commerce provider in the online
short-run print market. Moody's forecasts DRI to generate revenues
of approximately $200 million in 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
DPW HOLDINGS: Receives Noncompliance Notice From NYSE American
--------------------------------------------------------------
DPW Holdings, Inc. was notified by the NYSE American on July 24,
2020, that due to the Company's disclosure in its Form 10-Q filed
for the fiscal period ended March 31, 2020, which reported
stockholders' equity of approximately $2.5 million, it no longer
meets the requirement that it must have no less than $6 million or
more in stockholders' equity pursuant to the listing standard set
forth under Section 1003(a)(ii) and (iii) of the NYSE American
Company Guide because the Company has reported losses from
continuing operations and/or net losses in five of its most recent
fiscal years ended Dec. 31, 2019.
Under the applicable NYSE American listing rules, the Company must
by Aug. 23, 2020 submit a compliance plan that demonstrates how it
intends to regain compliance with the Listing Standards within 18
months of the receipt of the notice, or Jan. 24, 2022. The Company
intends to develop and submit to the NYSE American such a plan. If
the NYSE American does not accept the plan, or if the Company does
not make progress consistent with the plan during the plan period,
the NYSE American will initiate delisting procedures. If the NYSE
American accepts the plan the Company will be subject to periodic
reviews including quarterly monitoring for compliance with the
plan. During this period, the Company's common stock will continue
to be listed on the NYSE American and trade as usual subject to
compliance with other NYSE American listing requirements.
The Company is confident that it will be able to submit a plan
acceptable to the NYSE American within the requisite period and
further that it will promptly be able to demonstrate that it has
regained compliance with the Listing Standards.
About DPW Holdings
DPW Holdings, Inc. -- http://www.DPWHoldings.com/-- is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company provides mission-critical
products that support a diverse range of industries, including
defense/aerospace, industrial, telecommunications, medical, and
textiles. In addition, the Company owns a select portfolio of
commercial hospitality properties and extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
DPW's headquarters are located at 201 Shipyard Way, Suite E,
Newport Beach, CA 92663.
DPW Holdings recorded a net loss available to common stockholders
of $32.93 million for the year ended Dec. 31, 2019, compared to a
net loss available to common stockholders of $32.34 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$37.76 million in total assets, $35.28 million in total
liabilities, and $2.48 million in total stockholders' equity.
Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated May 29, 2020 citing that the
Company has a working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
EXIDE HOLDINGS: Americas Assets Stalking Horse Bidder Named
-----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Exide Technologies, LLC and EX
Holdings, Inc. to designate Exide Holdings as Americas Stalking
Horse Bidder in connection with the auction sale of substantially
all assets.
The Debtors are selling all of their assets, in whole or in part,
including the following assets or businesses: (a)(i) the Industrial
Energy Americas business segment, (ii) the Transportation Americas
business segment, (iii) the Recycling Americas business segment,
(iv) any operating facilities located in any of the foregoing
business segments, or (v) any combination thereof ("Americas
Assets"); and (b)(i) the Transportation EMEA/ROW business segment,
(ii) the Industrial EMEA/ROW business segment, (iii) the Recycling
EMEA/ROW segment and (iv) any combination thereof ("Europe/ROW
Assets").
The Debtors are authorized to designate EX Holdings, and EX
Holdings is designated, as the Americas Stalking Horse Bidder.
The Americas Stalking Horse Bid Protections, as set forth in the
Americas Stalking Horse Agreement, are approved. The Debtors are
authorized and directed to promptly pay, as they become due, any
amounts owed to EX Holdings on account of the Americas Stalking
Horse Bid Protections in accordance with the Americas Stalking
Horse Agreement.
Notwithstanding anything to the contrary in the Final DIP Order or
the Bidding Procedures Order, the obligation of the Seller Parties
to pay the Expense Reimbursement in accordance with the Americas
Stalking Horse Agreement will be entitled to super-priority
administrative claim status senior to all administrative claims
against the Seller Parties except that the Buyer Expense
Reimbursement Claim will be (a) subject and subordinate to (i) the
Carve Out; (ii) the DIP Superpriority Claims; and (iii) all claims
of the ABL Secured Parties under the Prepetition ABL Facility; and
(b) pari passu with (i) the Notes Adequate Protection Claims and
Notes 507(b) Claims and (ii) the Expense Reimbursement claims
provided to the Europe/ROW Stalking Horse Bidder pursuant to the
Bidding Procedures Order.
The obligation of the Seller Parties to pay the Break-Up Fee will
be entitled to administrative expense status under sections 503 and
507 of the Bankruptcy Code. Any order approving a Competing
Transaction will provide for the payment in full and in cash of the
Termination Payment at the closing of such Competing Transaction.
If EX Holdings bids on certain assets at the Auction, EX Holdings
will be entitled to a credit, in the full amount of the Termination
Payment against the increased purchase price for the assets.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 6006(d), 7062, and 9014, or any applicable provisions of
the Local Rules or otherwise, the terms and conditions of the Order
will be immediately effective and enforceable upon its entry, and
no automatic stay of execution will apply to the Order.
The Debtors are authorized to take all steps necessary or
appropriate to carry out the Order.
About Exide Holdings
Founded in 1888 and headquartered in Milton, Ga., Exide Holdings,
Inc. -- https://www.exide.com/ -- is a stored electrical energy
solutions company and a producer and recycler of lead-acid
batteries. Across the globe, Exide batteries power cars, boats,
heavy duty vehicles, golf carts, powersports, and lawn and garden
applications. Its network power solutions deliver energy to vast
telecommunication networks in need of uninterrupted power supply.
Exide Technologies first sought Chapter 11 protection (Bankr. Del.
Case No. 02-11125) on April 14, 2002, and exited bankruptcy two
years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq.,
at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, represented the Debtors in their successful
restructuring.
Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In
the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom
LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez &
Marsal as financial advisor; Sitrick and Company Inc. as public
relations consultant. The official creditors committee retained
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel, and Zolfo Cooper, LLC served as its bankruptcy
consultants and financial advisors.
Exide Holdings and its affiliates, including Exide Technologies
LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-11157) on May 19, 2020. Exide Holdings was estimated to have
$500 million to $1 billion in assets and $1 billion to $10 billion
in liabilities.
In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is
serving as legal counsel to Exide, Houlihan Lokey is serving as
investment banker, and Ankura is serving as financial advisor.
Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk
LLC is the claims agent, maintaining the page
https://cases.primeclerk.com/Exide2020/
F&O SCARSDALE: Seeks to Hire CohnReznick as Financial Advisor
-------------------------------------------------------------
F&O Scarsdale LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
CohnReznick LLP as their financial advisor and accountant.
CohnReznick will render the following services:
(a) identify and facilitate Debtors' restructuring options,
and assist Debtors in exploring strategic alternatives and in
navigating a bankruptcy process, as needed;
(b) assist Debtors in the preparation of short-term and
long-term projections (balance sheet, profit and loss, and
cashflows);
(c) assist Debtors in the preparation of financial-related
disclosures required by the bankruptcy court;
(d) institute procedures to ensure the safekeeping and
security of Debtors' assets;
(e) assist Debtors in negotiating with landlords;
(f) assist Debtors in resolving vendor issues;
(g) assist Debtors with information and analyses required
pursuant to their cash collateral arrangements;
(h) assist Debtors in the preparation of financial
statements;
(i) prepare reports as may be required by the court or under
the U.S. Trustee Guidelines;
(j) prepare tax returns;
(k) assist Debtors in daily administrative and operational
duties; and
(l) prepare and validate a 13-week cash flow projection.
The firm's standard hourly rates are as follows:
Partners/Senior Partners $685 -
$925
Managers/Senior Managers/Directors/Managing Directors $520 -
$725
Computer Forensic Manager
$365
Other Professional Staff $295-
$495
Paraprofessionals
$225
As an accommodation to Debtors, CohnReznick has agreed to a 10
percent discount to their hourly rates. The firm received an
initial retainer in the amount of $50,000.
Kevin Clancy, a partner at CohnReznick, 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:
Kevin P. Clancy
CohnReznick LLP
4 Becker Farm Road
Roseland, NJ 07068
Telephone: (973) 228-3500
About F&O Scarsdale
F&O Scarsdale LLC and its affiliates own and operate 10 restaurants
under the tradename Fig & Olive located throughout the New York
City, DC, Chicago, Houston and Los Angeles areas.
On July 3, 2020, F&O Scarsdale and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 20-22808). Debtors have tapped Davidoff Hutcher &
Citron, LLP as their legal counsel and CohnReznick, LLP as their
financial advisor and accountant.
F&O SCARSDALE: Seeks to Hire Davidoff Hutcher as Legal Counsel
--------------------------------------------------------------
F&O Scarsdale LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Davidoff Hutcher & Citron, LLP as their legal counsel.
The firm will provide the following services:
(a) advise Debtors of their powers and duties in the continued
management of their property and affairs;
(b) negotiate with creditors to prepare a plan of
reorganization and take the necessary legal steps to effectuate the
plan;
(c) prepare legal papers and appear before the bankruptcy
court;
(d) attend meetings and negotiate with representatives of
creditors and other parties;
(e) advise Debtors in connection with any potential
refinancing of secured debt and any potential sale of their
business;
(f) represent Debtors in connection with obtaining
post-petition financing; and
(g) take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization.
The firm's attorneys and paraprofessionals will be paid at hourly
rates as follows:
Attorneys $400 - $650
Paraprofessionals $195 - $350
Robert Rattet, Esq., at Davidoff Hutcher, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert L. Rattet, Esq.
Davidoff Hutcher & Citron, LLP
605 Third Avenue
New York, NY 10158
Telephone: (212) 557-7200
About F&O Scarsdale
F&O Scarsdale LLC and its affiliates own and operate 10 restaurants
under the tradename Fig & Olive located throughout the New York
City, DC, Chicago, Houston and Los Angeles areas.
On July 3, 2020, F&O Scarsdale and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 20-22808). Debtors have tapped Davidoff Hutcher &
Citron, LLP as their legal counsel and CohnReznick, LLP as their
financial advisor and accountant.
FAVALORA PROPERTIES: Johnsons Buying Kenner Property for $345K
--------------------------------------------------------------
Favalora Properties, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to authorize the sale of a tract of
real (immovable) property commonly described as Lot 11B, Airport
Industrial Park, Jefferson Parish, City of Kenner, State of
Louisiana, and bearing municipal address 921 Industry Road, Kenner,
Louisiana, to Paulette and Dan Johnson for $345,000.
At the time of the filing of its voluntary petition and to date,
Favalora Properties was and remains the owner of the Kenner
Property.
The Debtor's only secured creditor is Industrial and Mechanical
Contractors, Inc. ("IMC"), the holder of a Mortgage encumbering the
Kenner Property. According to a Proof of Claim filed by IMC in
this proceeding, the creditor is owed approximately $265,388.
Under the terms and provisions of the Debtor's First Modified Plan
of Reorganization, the Debtor is to sell the Kenner Property free
and clear of all liens, mortgages privileges and encumbrances,
utilizing the services of and by employing David B. Quinn of Max J.
Derbes, Inc., Realtors, pursuant to a Marketing Agreement affixed
to the said Plan.
The Debtor's realtor was in negotiations with a prospective
purchaser for the Kenner Property in late March 2020; however, with
the onset of the Coronavirus pandemic and governmental mandated
closures and implementation of social distancing, those negations
abruptly
stopped, and the pandemic also caused a downturn in the commercial
market as whole during the time of uncertainty.
Accordingly, on May 20, 2019, the debtor filed Motion to Modify
Debtor's First Modified Plan of Reorganization Post-Confirmation,
therein seeking the entry of an order authorizing the said debtor
to modify its Plan, post-confirmation, for the sole purpose of
extending the time period applicable to the sale of the Kenner
Property for a period of an additional four months.
On June 17, 2019, the Court entered an Order Modifying Debtor's
First Modified Plan of Reorganization Post-Confirmation, and
therein extended the time period applicable to the sale of the
Kenner Property for an additional four months or until Sept. 22,
2020.
Thereafter, on June 23, 2020, the Debtor received an offer from the
Johnsons to purchase the Kenner Property for the price and sum of
$345,000, free and clear of all liens, claims, mortgages,
privileges, encumbrances and interests, all as more fully reflected
in the Agreement to Purchase or Sell.
Under the terms and provisions of the Purchase Agreement, the
Debtor is to pay the customary vendor's fee, including the fees
related to the mortgage cancellation and a transfer fee, if any.
The property is to be sold "as is," with the Debtor being released
from any and all claims for vices or defects in the Kenner
Property, and with the Johnsons waiving any and all claims or
causes of action for redhibition.
The Purchase Agreement further provides as follows: (i) the sale is
subject to and conditioned upon the Johnsons' ability to obtain
acceptable financing for at least 80% of the purchase price; (ii)
the total sales commission to be paid by the Debtor to Max J.
Derbes, Inc. and Barrouso Reality is 6% of the gross sales price,
which commission is to be divided equally between Max J. Derbes,
Inc. and Barrouso Reality; and (iii) the act of sale is to be
passed on or prior to 10 days from the date the Debtor notifies the
Johnsons, in writing, that it has removed all of its personal
property, trash and debris from the Kenner Property; however, in no
event is the act of sale date to be later than 100 days from the
Effective Date.
Under the further terms and provisions of the Purchase Agreement,
if or in the event the Johnsons accept the Kenner Property earlier
than 30 days by eliminating the contingences under the Purchase
Agreement (i.e., procuring acceptable financing for at least 80% of
the purchase price), the 60-day period for the debtor to remove its
personal property, trash and debris commences to run on the date
the debtor receives notification from the Johnsons of their
procuring of acceptable financing, and the act of sale is to occur
within 10 days of the Debtor's receipt of Johnson's written
notification that the Debtor has removed its personal property,
trash and debris from the Kenner Property.
The Kenner Property will be sold free and clear of the following,
but not limited to, encumbrance, to-wit: Instrument #: 11646112,
Date Filed: Oct. 5, 2016, Document Type: Mortgage, Amount:
$200,000, MOB: 4708, Folio: 648, Granted by: Favalora Properties,
LLC and in favor of IMC.
The Debtor has requested a Mortgage Certificate from the Clerk of
Court and Ex-Officio Recorder of Mortgages for the Parish of
Jefferson, State of Louisiana, and this motion will be supplemented
in the event that any additional encumbrances appear of record on
the Kenner Property other than the mortgage held by IMC.
Based on the Debtor's calculations, and after allocating for the
realtor's commission of 6% of the sales proceeds or the sum of
$20,700.00, there will remain approximately $324,300, before
adjusting for the seller’s closing costs, to satisfy the mortgage
held by IMC, whose claim totals approximately $265,388.
The sale of the Kenner Property is essential to implement the
Debtor's Plan previously confirmed in the within Chapter 11
proceeding.
About Favalora Properties
Favalora Properties, LLC, owns and operates the real (immovable)
property bearing municipal address 921 Industry Road, Kenner, LA
70062, which it leases to Favalora Constructors, Inc., a company
which is also owned and operated by Laurence Favalora.
Favalora Properties sought Chapter 11 protection (Bankr. E.D. La.
Case No. 19-10953) on April 9, 2019. Darryl T. Landwehr, Esq., at
LANDWEHR LAW FIRM, is the Debtor's counsel.
On Dec. 20, 2019, the Court approved the Debtor's Disclosure
Statement and confirmed the Debtor's First Modified Plan of
Reorganization.
FIVE DREAMS: Gets Court Approval to Hire Real Estate Agent
----------------------------------------------------------
Five Dreams Holdings, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Waverly Thornton, a real estate agent at Virtual Properties
Realty.com.
Ms. Thornton will assist in the sale of Debtor's property in
Acworth, Ga., to J Tucker Development Partners, Inc. She will
receive an 8 percent commission on the gross sale price of the
property to be shared with buyer's agent.
In court papers, Ms. Thornton disclosed that she is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code .
Ms. Thornton holds office at:
Waverly Thornton
Virtual Properties Realty.com
2750 Premiere Parkway, Suite 200
Duluth, GA 30097
Telephone: (770) 367-1579
Email: wthornton@maxsell.net
About Five Dreams Holdings
Five Dreams Holdings, LLC filed as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Five Dreams Holdings filed a petition for relief under Chapter 11
of the Bankruptcy Code (N.D. Ga. Case No. 19-58641) on June 3,
2019. In the petition signed by Brian Stewart, manager, the Debtor
estimated $50,000 in assets and $10 million to $50 million in
liabilities. Judge Sage M. Sigler oversees the case. Leslie M.
Pineyro, Esq., at Jones & Walden, LLC, represents Debtor as
counsel.
No official committee of unsecured creditors has been appointed in
Debtor's bankruptcy case.
Debtor filed its Chapter 11 plan and disclosure statement on Aug.
30, 2019.
FLOYD'S INSURANCE: Ward and Smith Represents Bennett, 8 Others
--------------------------------------------------------------
In the Chapter 11 cases of Floyd's Insurance, Agency, Inc., the law
firm of Ward and Smith, P.A. submitted a verified statement under
Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose
that it is representing (i) Henry D. Bennett, (ii) Amelia W.
Bennett, (iii) Rebecca L. Bennett, (iv) Brittany Bennett, (v) Stacy
D. Bennett, (vi) Tiffany Bennett, (vii) Crow Creek Land
Development, LLC, (viii) H.D. Bennett Holdings, LLC, and (ix) Jerry
McLamb Construction Company, Inc.
Henry D. Bennett has a principal address of 6205 Old Shallotte Rd,
Ocean Isle, NC 28469. Henry D. Bennett is a "creditor" of the
Debtor. Henry D. Bennett is owed approximately $1,445,000.00.
Amelia W. Bennett has a principal address of 6205 Old Shallotte Rd,
Ocean Isle, NC 28469. Amelia W. Bennett is a "creditor" of the
Debtor. Amelia W. Bennett is owed an approximate aggregate amount
of $2,367,000.00.
Rebecca L. Bennett has a principal address of 6205 Old Shallotte
Rd, Ocean Isle, NC 28469. Rebecca L. Bennett is a "creditor" of the
Debtor. Rebecca L. Bennett is owed approximately $315,000.00.
Brittany Bennett has a principal address of 6205 Old Shallotte Rd,
Ocean Isle, NC 28469. Brittany Bennett is a "creditor" of the
Debtor. Brittany Bennett is owed approximately $305,000.00.
Stacy D. Bennett has a principal address of 6205 Old Shallotte Rd,
Ocean Isle, NC 28469. Stacy D. Bennett is a "creditor" of the
Debtor. Stacy D. Bennett is owed approximately $302,000.00.
Tiffany Bennett has a principal address of 6205 Old Shallotte Rd,
Ocean Isle, NC 28469. Tiffany Bennett is a "creditor" of the
Debtor. Tiffany Bennett is owed approximately $305,000.00.
Crow Creek Land Development, LLC is a limited liability company, is
authorized to do business in North Carolina, and has a principal
place of business and corporate offices located at 240 Hickman Road
NW, Calabash, NC 28467-2017. Crow Creek Land Development, LLC is a
"creditor" of the Debtor. Crow Creek Land Development, LLC is owed
approximately $1,315,000.00.
H.D. Bennett Holdings, LLC is a limited liability company, is
authorized to do business in North Carolina, and has a principal
place of business and corporate offices located at 240 Hickman Road
NW, Calabash, NC 28467-2017. H.D. Bennett Holdings, LLC is a
"creditor" of the Debtor. H.D. Bennett Holdings, LLC is owed
approximately $1,600,000.00.
Jerry McLamb Construction Company, Inc. is a corporation, is
authorized to do business in North Carolina, and has a principal
place of business and corporate offices located at 240 Hickman Road
NW, Calabash, NC 28467-2017. Jerry McLamb Construction Company,
Inc. is a "creditor" of the Debtor. Jerry McLamb Construction
Company, Inc. is owed approximately $2,147,000.00.
Ward and Smith,P.A. has considered and evaluated all potential
conflicts of interest in accordance with the North Carolina Rules
of Professional Conduct and has determined that the representations
are permissible and has obtained proper consents from its clients
where required.
Counsel for Henry D. Bennett and Amelia W. Bennett can be reached
at:
Tyler J. Russell, Esq.
Ward and Smith, P.A.
Post Office Box 33009
Raleigh, NC 27636-3009
Telephone: 919.277.9100
Facsimile: 919.277.9177
Email: tjr@wardandsmith.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/xqaImn
About Floyd's Insurance Agency
Whiteville, N.C.-based Floyd's Insurance Agency Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C.
Case No. 20-01982) on May 20, 2020. At the time of the filing, the
Debtor was estimated to have assets between $1 million and $10
million and liabilities between $10 million and $50 million. Judge
Joseph N. Callaway oversees the case. Hendren, Redwine & Malone,
PLLC is the Debtor's legal counsel.
FORTRESS TRNSP: Moody's Rates New Senior Unsecured Notes 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to the new
senior unsecured notes due 2027 issued by Fortress Trnsp &
Infrastructure Investors LLC 's (FTAI, Ba3 stable). The outlook
remains stable.
Assignments:
Issuer: Fortress Trnsp & Infrastructure Investors LLC
Senior Unsecured Regular Bond/Debenture, Assigned Ba3
RATINGS RATIONALE
Moody's has rated the FTAI senior unsecured notes Ba3 based on the
company's Ba3 standalone assessment, the notes' relative priority
and proportion in FTAI's capital structure. The new notes will rank
pari passu with the $700 million existing notes due 2022 and $450
million existing notes due 2025. FTAI plans to use $220 million of
the $400 million unsecured notes to pay down the outstanding amount
($220 million) on its $250 million revolver due 31 January 2022.
FTAI's ratings reflect its highly profitable business model
primarily from its aircraft leasing business. The year-to-date
financial performance has been pressured by its aircraft leasing
business, given the substantial reduction in passenger air travel
due to the coronavirus pandemic, partially offset by the strong
performance of the cargo segment as well as the stability of the
engine leasing business. Moody's had expected FTAI's debt to EBITDA
to fall to 4.5x (incorporating Moody's standard adjustments) by
mid-2021. However, weak operating performance and additional debt
that the company issued to finance its asset purchases resulted in
debt to EBITDA leverage remaining at levels that are very high for
FTAI's rating level. Pro-forma for this transaction, FTAI's debt to
EBITDA is 6.6x for the twelve months ended 31 March 2020.
Moody's expects, however, FTAI's performance in the next 12 months
to be supported by gradual, albeit slow, recovery of air travel.
International Air Transport Association assumes that 2021 volumes
will lag 2019 by around 25%-30%, improving from current world-wide
passenger volumes of around 80%-90% below prior-year levels. As
such, Moody's expects that FTAI's debt-to-EBITDA leverage will
decline to 5.0x range from 6.6x (as of last twelve months ended 31
March 2020 incorporating Moody's standard adjustments and including
pro-forma for the issuance of unsecured bonds) in the next 12
months, supported by gradual improvement in earnings.
Additionally, the company's good capital position (37% tangible
common equity to tangible managed assets as of 31 March 2020)
continues to be a credit strength. FTAI's liquidity position
remains good following the paydown of the company's $250 million
revolving facility due January 2022.
Moody's considers FTAI's new unsecured notes issuance as credit
negative, as it increases debt levels at a time when the earnings
from the core business have been under pressure as a result of the
coronavirus pandemic. In addition, the company has indicated that a
portion of the proceeds from the unsecured notes will be used to
finance future undisclosed asset purchases. While Moody's believes
that this approach creates execution risk primarily due to the
uncertainty of the operating environment and the assets that FTAI
will pursue, the strategy of growth through acquisition of assets
is consistent with FTAI's historical focus of broadening its assets
portfolio at attractive rates.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could upgrade FTAI's ratings if the company reaches greater
scale while maintaining good margins and reducing its debt to
EBITDA leverage to less than 4.5x. Additionally, in an upgrade
Moody's will consider the ability of Jefferson Terminal to sustain
positive EBITDA adequate to service project financing, thereby
reducing the contingent reliance on FTAI's leasing businesses.
Moody's could downgrade FTAI's ratings if the company's operating
results deteriorate, its capital or liquidity profiles weaken as a
result of debt-financed acquisitions or shareholder dividends, or
if the company loses a material customer or suffers a business
disruption that weakens its financial prospects. Moody's could
downgrade FTAI if its debt to EBITDA leverage is sustained above
5.5x as a result of any of the aforementioned events.
Fortress Trnsp & Infrastructure Investors LLC is an investor in
infrastructure and equipment in the transportation sector with
total assets of $3.2 billion as of 31 March 2020. FTAI was formed
in 2011 and launched an IPO in 2015, resulting in approximately 99%
public ownership with remaining ownership interests held by
affiliates of Fortress Investment Group LLC (Fortress). FTAI is
externally managed by FIG, LLC, also a Fortress affiliate.
The methodologies used in this rating were Finance Companies
Methodology published in November 2019.
GENCANNA GLOBAL: Seek Approval to Hire Freed Maxick as Accountant
-----------------------------------------------------------------
GenCanna Global USA, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Kentucky to
employ Freed Maxick CPAs, P.C. as their accountant.
Debtors require the firm's accounting services in connection with
their Transition Services Agreement with NewCo following the
closure of their sale transaction with MGG GenCanna Acquisition
Corp. on May 29. The firm will provide the following services:
(a) assist Debtors in the management of the accounting
function under the TSA;
(b) assist Debtors with the setup of a full accounting
function;
(c) assist Debtors with the accounting of various transactions
as they liquidate their assets under their asset purchase agreement
with NewCo, and with the winddown of their operations; and
(d) continue to perform the accounting function following the
expiration of the TSA.
Freed Maxick's discounted hourly rates at which they will perform
services for Debtors are as follows:
Director $315
Principal $304
Senior Manager/Manager $132 - $165
Supervisor $117 - $120
Senior Accountant $102 - $105
Staff Accountant $90 - $94
Timothy McPoland, a director at Freed Maxick CPAs, disclosed in
court filings that the firm does not have an interest materially
adverse to Debtors and their bankruptcy estates, creditors and
equity security holders.
The firm can be reached through:
Timothy J. McPoland
Freed Maxick CPAs, P.C.
424 Main St., Suite 800
Buffalo, NY 14202
Telephone: (716) 847-2651
Facsimile: (716) 847-0069
About GenCanna Global USA
GenCanna Global USA, Inc. is a vertically-integrated producer of
hemp and hemp-derived CBD products with a focus on delivering
social, economic and environmental impact through seed-to-scale
agricultural production. Visit https://www.gencanna.com for more
information.
GenCanna Global USA was the subject of an involuntary Chapter 11
proceeding (Bankr. E.D. Ky. Case No. 20-50133) filed on Jan. 24,
2020. The involuntary petition was signed by alleged creditors
Pinnacle, Inc., Crawford Sales, Inc., and Integrity/Architecture,
PLLC.
On Feb. 6, 2020, GenCanna Global USA consented to the involuntary
petition and on Feb. 5, 2020, two affiliates, GenCanna Global Inc.
and Hemp Kentucky LLC, filed their own voluntary Chapter 11
petitions.
Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, represents
the petitioners.
Debtors have tapped Benesch Friedlander Coplan & Aronoff, LLP and
Dentons Bingham Greenebaum, LLP as legal counsel, Huron Consulting
Services, LLC as operational advisor, and Jefferies, LLC as
financial advisor. Epiq is the claims agent, which maintains the
page https://dm.epiq11.com/GenCanna
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Feb. 18, 2020. The committee tapped Foley & Lardner
LLP as its bankruptcy counsel, DelCotto Law Group PLLC as local
counsel, and GlassRatner Advisory & Capital Group, LLC as financial
advisor.
GIGA TRONICS: Names Lutz P. Henckels Chief Operating Officer
------------------------------------------------------------
Giga-tronics Incorporated's Board Of Directors has appointed Lutz
P. Henckels chief operating officer. With this new appointment,
Dr. Henckels now serves as the Company's executive vice president,
chief financial officer and chief operating officer.
Dr. Henckels has more than 40 years' experience in corporate
leadership roles, and has previously served as chief executive
officer of public and private technology companies, including HiQ
Solar, SyntheSys Research (acquired by Tektronix/Danaher), LeCroy
Corporation and HHB Systems. He was the founder of HBB Systems, an
electronic design automation company, and took that company public
with its listing on Nasdaq. As CEO of LeCroy, he focused the
company on its oscilloscope business, drove a successful turnaround
and guided that company though its public listing on Nasdaq. Dr.
Henckels holds a Bachelor of Science and Master of Science in
Electrical Engineering and PhD in Computer Science from the
Massachusetts Institute of Technology and he is also a graduate of
the OMP program of Harvard Business School. During his career he
has served as a director for several publicly traded companies,
including Ikos, Inframetrics and LeCroy.
William J. Thompson, chairman of Giga-tronics Board of Directors,
commented, "As CFO, Lutz has been instrumental in improving the
financial strength of the business and its return to profitability.
Additionally, he provides valuable day to day operational
leadership and this appointment is a reflection of his contribution
to the progress of the company. We look forward to Lutz's
continued leadership to help drive the growth of Giga-tronics."
The Company did not enter into, change or modify any exiting
compensatory arrangement with Dr. Henckels in connection with this
change in his title and he remains an at-will employee. His
current annual base salary is $280,000. As previously reported, on
June 23, 2020, the Company and Dr. Henckels entered into an Amended
and Restated Severance Agreement. The Severance Agreement, which
remains unchanged, provides that if Dr. Henckels is terminated
without cause, he will receive severance payments equal to 12
months of salary and reimbursements for COBRA insurance costs. If
he is terminated without cause or resigns for good reason within 12
months of a change of control of the Company, he would instead
receive 15 months of salary and reimbursements for COBRA insurance
costs, as well as full vesting of all of his equity awards. In
either case, as a condition to receiving the severance benefits, he
would be required to sign a release of claims in favor of the
Company and comply with the nonsolicitation provisions of the
Severance Agreement.
About Giga-tronics Incorporated
Headquartered in Dublin, California, Giga-tronics is a publicly
held company, traded on the OTCQB Capital Market under the symbol
"GIGA". Giga-tronics -- http://www.gigatronics.com/-- produces
RADAR filters and Microwave Integrated Components for use in
military defense applications as well as sophisticated RADAR and
Electronic Warfare (RADAR/EW) test products primarily used in
electronic warfare test & emulation applications.
Giga-Tronics Incorporated reported a net loss attributable to
common shareholders of $2.03 million for the year ended March 28,
2020, compared to a net loss attributable to common shareholders of
$1.04 million for the year ended March 30, 2019. As of March 28,
2020, the Company had $8.93 million in total assets, $3.37 million
in total current liabilities, $1.25 million in total long term
liabilities, and $4.30 million in total shareholders' equity.
GOLDEN COMMUNICATIONS: Seeks to Hire Goe Forsythe as Legal Counsel
------------------------------------------------------------------
Golden Communications Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Goe Forsythe
& Hodges LLP as its bankruptcy counsel.
The firm will render the following services:
(a) advise and assist Debtor with respect to compliance with
the requirements of the United States Trustee;
(b) advise Debtor regarding matters of bankruptcy law;
(c) represent Debtor in any proceedings or hearings in the
bankruptcy court and in any other court where its rights under the
Bankruptcy Code may be litigated or affected;
(d) conduct examinations of witnesses, claimants or adverse
parties and assist in the preparation of reports, accounts and
pleadings;
(e) advise Debtor concerning the requirements of the
bankruptcy court and applicable rules;
(f) assist Debtor in negotiation, formulation, confirmation
and implementation of a Chapter 11 plan of reorganization; and
(g) make any bankruptcy court appearances on behalf of
Debtor.
The firm's current hourly rates are as follows:
Robert P. Goe, Attorney $495.00
Marc C. Forsythe, Attorney $495.00
Ronald S. Hodges, Attorney $495.00
Rafael R. Garcia-Salgado, Attorney $405.00
Charity J. Manee, Attorney $355.00
Ryan S. Riddles, Attorney $325.00
Jeffrey M. Yostanto, Attorney $295.00
Britney Bailey, Paralegal $185.00
Arthur Johnston, Paralegal $195.00
Kerry A. Murphy, Paralegal $195.00
Elizabeth A. LaRocque, Of Counsel $375.00
Goe Forsythe received a retainer of $35,000 from Debtor.
Marc Forsythe, Esq., a partner at Goe Forsythe, 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:
Marc C. Forsythe, Esq.
Charity J. Manee, Esq.
Goe Forsythe & Hodges LLP
18101 Von Karman Avenue, Suite 1200
Irvine, CA 92612
Telephone: (949) 798-2460
Facsimile: (949) 955-9437
Email: mforythe@goeforlaw.com
cmanee@goeforlaw.com
About Golden Communications
Established in 1996, Golden Communications Inc. is a provider of
website development services. Based in Newport Beach in sunny
Orange County, the Company has been serving Southern California and
the Los Angeles area since its inception. Visit
https://www.goldencomm.com for more information.
Golden Communications sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11837) on June 26,
2020. The petition was signed by Golden Communications CEO Jason
M. Lavin. At the time of the filing, Debtor disclosed estimated
assets of $500,000 to $1 million and estimated liabilities of $1
million to $10 million. Judge Erithe A. Smith oversees the case.
Goe Forsythe & Hodges, LLP is Debtor's legal counsel.
GRAHAM PACKAGING: Moody's Assigns B2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Graham Packaging Company,
Inc. Moody's also assigned a B1 rating to the proposed $100 million
revolving credit facility due 2025, a B1 rating to the $1,410
million senior secured term loan due 2027, a Caa1 rating to the
$510 million senior unsecured notes due 2028. The outlook is
stable. The proceeds from the new term loan and unsecured notes
will be used to pay a dividend to Graham's parent Reynolds Group
Holdings Limited (parent of Reynolds Group Holdings Inc.
(Reynolds), B2 stable). Graham is currently a business segment of
Reynolds which is wholly owned by financier Graeme Hart. Graham is
being designated as an unrestricted subsidiary of Reynolds.
The assignment of the B2 Corporate Family Rating reflects expected
improvements in pro forma debt to adjusted EBITDA and free cash
flow from Graham's productivity initiatives and management's pledge
to direct free cash flow to debt reduction. Moody's expects pro
forma debt to adjusted EBITDA to decline from 5.8x to 5.4x as the
adjusted EBITDA margin improves to approximately 21.0% from 18.5%
by 2021. Free cash flow to adjusted debt is expected to remain weak
due to elevated capex spending for productivity initiatives, but
should more than double to at least 2.5% by 2021 and improve
thereafter as capex spending declines.
The B1 ratings on the revolver and term loan, one notch above the
Corporate Family Rating, reflects the benefit of guarantees and
security from the domestic subsidiaries as well as loss absorption
from the unsecured debt in the capital structure. The borrower is
Graham Packaging Company, Inc. The facility is guaranteed by the
domestic subsidiaries and secured by a first lien on the equity and
assets of the guarantors.
The Caa1 rating on the proposed unsecured notes, two notches below
the Corporate Family Rating, reflects the subordination to a
significant amount of secured debt. The issuer and guarantors are
the same as the first lien term loan.
Graham has little exposure to industries that may be negatively
affected by the rapid and widening spread of the coronavirus
outbreak and high exposure to those that are expected to benefit
including food, beverage and household. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Governance risks are heightened given that Graham ultimately has a
sole owner (wholly owned by financier Graeme Hart). Graeme Hart has
undertaken numerous transactions with his companies in the past
including debt financed acquisitions and dividends and
divestitures.
Assignments:
Issuer: Graham Packaging Company, Inc
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Assigned B1
(LGD3)
Senior Unsecured Notes, Assigned Caa1 (LGD6)
Outlook Actions:
Issuer: Graham Packaging Company, Inc
Outlook, Assigned Stable
The ratings are subject to the receipt and review of the final
documentation.
RATINGS RATIONALE
Moody's expects Graham's credit profile to improve into 2021 as the
company benefits from productivity initiatives, an exit from
certain low margin business and the dedication of free cash flow to
debt reduction. Graham is expected to benefit from its high
exposure to stable end markets (food, beverage and household
generate 88% of revenue) and long-term relationships with blue-chip
customers. The company also has 90% of business under long-term
contact with raw material cost pass-through provisions which raises
switching costs for customers and protects margins from input price
increases. Additionally, one-third of the company's facilities are
co-located on the customer's premises which also raises switching
costs.
Weaknesses in Graham's credit profile include a high customer
concentration of sales (50% from the top ten) and participation in
the competitive and fragmented packaging industry which makes
growth and margin expansion difficult. The company generates 12% of
sales from the cyclical automotive end market. Graham's revolver is
small relative to its capex spend and interest expense (or as a
percentage of sales). Further, free cash flow is expected to remain
weak in the near-term as capex for productivity initiatives
continues through 2021. The company is dependent on successful
implementation of productivity initiatives to improve its weak pro
forma cash flow.
Moody's expects Graham's liquidity profile to be good,
characterized by weak free cash flow over the next 12 months offset
by adequate back up liquidity from the proposed $100 million
revolver and pro forma cash of $50 million. The revolver is
expected to be undrawn at the close of the transaction.
The stable outlook reflects Moody's expectation that Graham will
effectively execute on its productivity initiatives, improve EBITDA
and direct all free cash flow to debt reduction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Graham fails to execute on its
initiatives and improve EBITDA and free cash flow. Should the
company not maintain adequate liquidity or the competitive
environment does not remain stable, the ratings could also be
downgraded. Specifically, the ratings could be downgraded if:
- Debt to EBITDA is above 6.0 times
- EBITDA to interest expense is below 2.5 times
- Funds from operations to debt is below 10.0%
An upgrade would require a sustainable improvement in credit
metrics and liquidity as well as a stable competitive environment.
Specifically, the ratings could be upgraded if:
- Debt to EBITDA is below 5.25 times
- EBITDA to interest expense is above 3.5 times
- Funds from operations to debt is above 13.0%
Headquartered in Lancaster, Pennsylvania, Graham Packaging Company,
Inc is a manufacturer of rigid plastic packaging. Graham serves the
food, beverage, household and automotive end markets primarily in
North America. The company is wholly owned by Reynolds Group
Holdings Inc. (Reynolds, B2 stable) and is an unrestricted
subsidiary. Reynolds is solely owned by financier Graeme Hart.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.
GUARDION HEALTH: Appoints New Chief Financial Officer
-----------------------------------------------------
Guardion Health Sciences, Inc., has appointed Andrew C. Schmidt,
58, as vice president and chief financial officer of the Company.
Mr. Schmidt joins Guardion with more than 20 years of financial
management experience in a number of publicly-traded companies
across a variety of industries. The Company believes the addition
of an experienced executive such as Mr. Schmidt to spearhead the
financial, M&A and capital market strategies of the Company will
help to establish a basis for significant revenue growth and
enhance efforts to reach profitability.
Dr. David Evans, Ph.D., Guardion's interim president and chief
executive officer, commented, "We are pleased to have Andrew
Schmidt join our executive management team as VP/CFO. We believe
that the synergy of our powerful therapies and unique diagnostic
technologies, combined with a disciplined and focused financial and
capital markets strategy in these unusual times, can drive an
expansion of Guardion's growing position in the nutrition industry.
We believe that Andy will provide critical guidance and discipline
in implementing these efforts."
Mr. Schmidt has significant expertise and experience with micro-
and small-cap public companies, most recently with Iteris, Inc.,
which is traded on Nasdaq under the symbol ITI, and Smith Micro
Software, Inc. which is traded on Nasdaq under the symbol SMSI,
where he led the financial management team and helped to develop
market strategies and drive rapid growth. As part of the new
management team, Mr. Schmidt will be a key participant in the
Company's efforts to develop marketing and commercialization
strategies for implementation over the next several months, and is
expected to provide financial oversight and discipline to the
Company's efforts to ramp up ROI-driven sales. Mr. Schmidt has
extensive experience in public capital markets and mergers and
acquisitions, and is expected to provide significant input and
guidance to the Company's ongoing efforts in these areas.
About Guardion Health Sciences
Headquartered in San Diego, California, Guardion --
http://www.guardionhealth.com/-- is a specialty health sciences
company (i) that has developed medical foods and medical devices in
the ocular health marketplace and (ii) that is developing
condition-specific nutraceuticals that the Company believes will
provide medicinal and health benefits to consumers.
Guardion Health reported a net loss of $10.88 million for the year
ended Dec. 31, 2019, compared to a net loss of $7.77 million for
the year ended Dec. 31, 2018. As of March 31, 2020, the Company
had $15.28 million in total assets, $1.54 million in total
liabilities, and $13.74 million in total stockholders' equity.
Weinberg & Company, P.A., in Los Angeles, California, the Company's
auditor since 2015, issued a "going concern" qualification in its
report dated March 30, 2020 citing that the Company has experienced
recurring losses and negative operating cash flows since inception.
These matters raise substantial doubt about the Company's ability
to continue as a going concern.
HDR FARMS: Taps Kaplan Johnson as Legal Counsel
-----------------------------------------------
HDR Farms Incorporated received approval from the U.S. Bankruptcy
Court for the Eastern District of Kentucky to hire Kaplan Johnson
Abate & Bird, LLP to handle its Chapter 11.
The firm's services will include legal advice regarding Debtor's
powers and duties under the Bankruptcy Code and the preparation of
a bankruptcy plan.
The services will be provided mainly by Tyler Yeager, Esq., and
Charity Bird, Esq., who charge $300 per hour and $350 per hour,
respectively. The hourly rates for other Kaplan Johnson attorneys
range from $240 to $475. Paraprofessionals charge $95 per hour.
Kaplan Johnson received the sum of $20,000 as retainer.
Mr. Yeager disclosed in court filings that his firm is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.
Kaplan Johnson can be reached through:
Tyler R. Yeager, Esq.
Kaplan Johnson Abate & Bird LLP
710 West Main Street, 4th Floor
Louisville, Kentucky 40202
Tel: 502.416.1630 / 502.785.5267
Fax: 502.540.8282
Email: tyeager@kaplanjohnsonlaw.com
About HDR Farms Incorporated
HDR Farms Incorporated sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Ky. Case No. 20-50888) on June 9,
2020. At the time of filing, the Debtor had estimated assets of
less than $50,000 and estimated liabilities of between $1,000,001
and $10 million. Judge Gregory R. Schaaf oversees the case. The
Debtor tapped Kaplan Johnson Abate & Bird, LLP, as its legal
counsel.
INNOVATIVE DESIGNS: Boyle Replaces Louis Plunge as Accountant
-------------------------------------------------------------
Innovative Designs, Inc., dismissed Louis Plunge & Company on Jan.
13, 2020. On the same day the Company's Board of Directors
unanimously approved the engagement of Boyle, CPA, LLC to serve as
the Company's independent registered public accounting firm to
audit the Company's financial statements for the 2020 fiscal year.
The appointment was effective July 13, 2020.
Prior to the engagement of Boyle neither the Company nor anyone on
its behalf consulted Boyle regarding, (i) the application of
accounting principles to a specific transaction, either completed
or proposed or the type of audit opinion that might be rendered on
the Company's consolidated financial statements and no written
report or oral advice was provided by Boyle to the Company that
Boyle concluded was an important factor considered by the Company
in reaching a decision as to accounting, auditing or financial
reporting issue, or (ii) any matter that was either the subject of
a disagreement (as described in Item 304(a)1)(iv) of Regulation S-K
and related instructions) or a reportable event (as described in
Item 304(a)(1)(iv) of Regulation S-K).
About Innovative Designs
Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc.
operates in two separate business segments: cold weather clothing
and a house wrap for the building construction industry. Both of
its segment lines use products made from INSULTEX, which is a
low-density foamed polyethylene with buoyancy, scent block, and
thermal resistant properties. The Company has a license agreement
directly with the owner of the INSULTEX Technology.
Innovative Designs recorded a net loss of $841,979 for the year
ended Oct. 31, 2019, compared to a net loss of $582,882 for the
year ended Oct. 31, 2018. As of Jan. 31, 2020, the Company had
$1.56 million in total assets, $744,418 in total liabilities, and
$818,855 in total stockholders' equity.
Louis Plung & Company, LLP, in Pittsburgh, Pennsylvania, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated March 16, 2020 citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern. The auditor further stated that,
"In early 2020, an outbreak of a novel strain of coronavirus was
identified and infections have been found in a number of countries
around the world, including the United States. The coronavirus and
its impact on trade including customer demand, travel, employee
productivity, supply chain, and other economic activities has had,
and may continue to have, a significant effect on financial markets
and business activity. The extent of the impact of the coronavirus
on our operational and financial performance is currently uncertain
and cannot be predicted."
INTELSAT S.A.: Akin Gump Represents Intelsat Jackson Group
----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Akin Gump Strauss Hauer & Feld LLP submitted a
verifies statement that it is representing the Intelsat Jackson Ad
Hoc Group in the Chapter 11 cases of Intelsat S.A., et al.
Akin Gump Strauss Hauer & Feld LLP represents the Intelsat Jackson
Ad Hoc Group in connection with the Debtors' chapter 11 cases. Akin
Gump does not represent or purport to represent any other entities
in connection with the Debtors' chapter 11 cases. Akin Gump does
not represent the Intelsat Jackson Ad Hoc 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 entity other
than the Intelsat Jackson Ad Hoc Group. In addition, the Intelsat
Jackson Ad Hoc Group does not represent or purport to represent any
other entities in connection with the Debtors' chapter 11 cases.
As of July 17, 2020, members of Intelsat Jackson Ad Hoc Group and
their disclosable economic interests are:
Aegon Asset Management
227 W Monroe St, Suite 6000
Chicago, IL 60606
* $4,000,000 of Jackson Term Loans
* $6,750,000 of the 5.50% Jackson Senior Notes
* $39,419,000 of the 8.50% Jackson Senior Notes
* $601,458 of the DIP Loans
AllianceBernstein Holding L.P.
1345 Avenue of the Americas
New York, NY 10105
* $9,400,000 of 9.50% Jackson First Lien Notes
* $52,700,000 of the 5.50% Jackson Senior Notes
* $3,500,000 of the 8.50% Jackson Senior Notes
* $3,600,000 of the 9.75% Jackson Senior Notes8
Allstate Insurance Company
2775 Sanders Road
Northbrook, IL 60062
* $4,400,000 of Jackson Term Loans
* $661,603 of the DIP Loans
Allstate Life Insurance Company
3100 Sanders Road
Northbrook, IL 60062
* $250,000 of Jackson Term Loans
* $37,591 of the DIP Loans
Angelo, Gordon & Co., L.P.
245 Park Ave, 26th Floor
New York, NY 10167
* $34,945,609.58 of Jackson Term Loans
* $5,252,405 of the DIP Loans
Apollo Global Management LLC
9 West 57th Street, 43rd Floor
New York, NY 10019
* $551,677,593.44 of Jackson Term Loans
* $57,168,000 of 9.50% Jackson First Lien Notes
* $12,155,000 of the 8.00% Jackson First Lien Notes
* $7,767,000 of the 4.50% Intelsat Convertible Senior Notes
* $198,781,913.42 of the DIP Loans
Arena Capital Advisors, LLC
12121 Wilshire Blvd, Suite 1010
Los Angeles, CA 90025
* $35,121,000 of Jackson Term Loans
* $1,500,000 of the 8.00% Jackson First Lien Notes
* $5,223,000 of the DIP Loans
Aristeia Capital, LLC
One Greenwich Plaza
Greenwich, CT 06830
* $26,584,000 of 9.50% Jackson First Lien Notes
* $11,925,000 of the 8.50% Jackson Senior Notes
* $2,895,192 of the DIP Loans
Aurelius Capital Management, LP
535 Madison Avenue, 31st Floor
New York, NY 10022
* $18,408,545 of Jackson Term Loans
* $2,767,990 of the DIP Loans
Bain Capital, LP
200 Clarendon Street
Boston, MA 02116
* $30,461,233.82 of Jackson Term Loans
* $2,128,000 of 9.50% Jackson First Lien Notes
* $4,578,987.03 of the DIP Loans
Bank of America, N.A.
900 West Trade St.
Charlotte, North Carolina 28202
* $79,543,593.23 of Jackson Term Loans
* $7,902,338.35 of the DIP Loans
Bofa Securities, Inc.
900 West Trade St.
Charlotte, North Carolina 28202
* $3,012,000 of 9.50% Jackson First Lien Notes
* $944,000 of the 8.00% Jackson First Lien Notes
* $8,798,000 of the 5.50% Jackson Senior Notes
* $6,841,000 of the 8.50% Jackson Senior Notes
* -$1,723,000 of the 9.75% Jackson Senior Notes (Short Position)
* $2,555,000 of the 7.75% Lux Senior Notes
* $3,167,000 of the 8.125% Lux Senior Notes
* -$33,000 of the 9.50% ICF Senior Notes (Short Position)
* $919,478.43 of the DIP Loans
Benefit Street Partners, L.L.C.
9 West 57th Street, Suite 4920
New York, NY 10019
* $94,851,435 of Jackson Term Loans
* $20,000,000 of the 8.00% Jackson First Lien Notes
* $25,500,000 of the 5.50% Jackson Senior Notes
* $47,000,000 of the 9.75% Jackson Senior Notes
* $10,000,000 of the 9.50% ICF Senior Notes
* $26,808,435.73 of the DIP Loans
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
* $173,268,910 of Jackson Term Loans
* $3,324,000 of 9.50% Jackson First Lien Notes
* $20,000,000 of the 8.00% Jackson First Lien Notes
* $65,693,979 of the DIP Loans
Calamos Investments LLC
2020 Calamos Court
Naperville, IL 60563
* $13,864,438 of Jackson Term Loans
* $3,578,000 of the 8.00% Jackson First Lien Notes
* $1,919,000 of the 5.50% Jackson Senior Notes
* $7,883,000 of the 9.75% Jackson Senior Notes
* $100,000 of the 7.75% Lux Senior Notes
Citadel Advisors LLC
601 Lexington Avenue
New York, NY 10022
* $10,000,000 of 9.50% Jackson First Lien Notes
* $12,000,000 of the 5.50% Jackson Senior Notes
* $39,500,000 of the 9.75% Jackson Senior Notes
Corvid Peak Capital Management
780 3rd Avenue, 29th Floor
New York, NY 10017
* $3,000,000 of the 5.50% Jackson Senior Notes
* $7,000,000 of the 8.50% Jackson Senior Notes
* $2,000,000 of the 9.75% Jackson Senior Notes
Diameter Capital Partners LP
24 West 40th Street, 5th Floor
New York, NY 10018
* $50,000,000 of the 8.00% Jackson First Lien Notes
* $22,700,000 of the 5.50% Jackson Senior Notes
* $7,518,221 of the DIP Loans
DoubleLine Capital LP
333 S. Grand Avenue, 18th Floor
Los Angeles, CA 90071
* $11,711,493.43 of Jackson Term Loans
* $3,890,000 of the 5.50% Jackson Senior Notes
* $20,670,000 of the 8.50% Jackson Senior Notes
* $7,930,000 of the 9.75% Jackson Senior Notes
* $2,226,819 of the DIP Loans
Eaton Vance Management
2 International Place
Boston, MA 02110
* $100,205,150 of Jackson Term Loans
* $12,388,000 of the 8.00% Jackson First Lien Notes
* $17,037,000 of the 5.50% Jackson Senior Notes
* $24,782,000 of the 8.50% Jackson Senior Notes
* $32,499,380 of the DIP Loans
Empyrean Capital Partners, LP
10250 Constellation Blvd., Suite 2950
Los Angeles, CA 90067
* $75,500,000 of Jackson Term Loans
Federated Hermes
1001 Liberty Avenue
Pittsburgh, PA 15222
* $3,420,407 of Jackson Term Loans
* $23,825,000 of the 5.50% Jackson Senior Notes
* $27,175,000 of the 8.50% Jackson Senior Notes
* $14,625,000 of the 9.75% Jackson Senior Notes
* $514,308 of the DIP Loans
Fidelity Management & Research
245 Summer Street
Boston, MA 02110
* $347,013,498 of Jackson Term Loans
* $1,200,000 of 9.50% Jackson First Lien Notes
* $171,420,000 of the 8.00% Jackson First Lien Notes
* $123,812,011 of the DIP Loans
Fidelity International
4 Cannon Street
London EC4M 5AB
United Kingdom
* $7,190,000 of the 8.00% Jackson First Lien Notes
Granby Capital Management, LLC
2 Stamford Plaza, Suite 1501
281 Tresser Blvd.
Stamford, CT 06901
* $6,000,000 of the 5.50% Jackson Senior Notes
* $14,355,000 of the 8.125% Lux Senior Notes
* $1,000,000 of the 4.50% Intelsat Convertible Senior Notes
Guardian Life Insurance and Victory Capital
10 Hudson Yards
New York, NY 10001
* $27,750,000 of Jackson Term Loans
* $5,950,000 of the 8.50% Jackson Senior Notes
* $4,172,000 of the DIP Loans
Nothing contained in this Verified Statement should be construed as
a limitation upon, or waiver of, the rights of any member of the
Intelsat Jackson Ad Hoc Group to assert, file, and/or amend any
claim in accordance with applicable law and any orders entered in
these chapter 11 cases.
Additional holders of claims against the Debtors' estates may
become members of the Intelsat Jackson Ad Hoc Group, and certain
members of the Intelsat Jackson Ad Hoc Group may cease to be
members in the future. Akin Gump reserves the right to amend or
supplement this Verified Statement in accordance with the
requirements set forth in Bankruptcy Rule 2019.
Counsel to the Intelsat Jackson Ad Hoc Group can be reached at:
AKIN GUMP STRAUSS HAUER & FELD LLP
Ira S. Dizengoff, Esq.
Abid Qureshi, Esq.
Brad M. Kahn, Esq.
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
Email: idizengoff@akingump.com
aqureshi@akingump.com
bkahn@akingump.com
- and -
Scott L. Alberino, Esq.
Kate Doorley, Esq.
Alexander F. Antypas, Esq.
2001 K Street, N.W.
Washington, D.C. 20006
Telephone: (202) 887-4000
Facsimile: (202) 887-4288
Email: salberino@akingump.com
kdoorley@akingump.com
aantypas@akingump.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/r9s8Vw
About Intelsat S.A.
Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a
diverse array of communications services to a wide variety of
clients, including media companies, telecommunication operators,
internet service providers, and data networking service providers.
The Company is also a provider of commercial satellite
communication services to the U.S. government and other select
military organizations and their contractors. The Company's
administrative headquarters are in McLean, Virginia, and the
Company has extensive operations spanning across the United States,
Europe, South America, Africa, the Middle East, and Asia.
Intelsat S.A., based in L-1246 Luxembourg, and its affiliates
sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No.
20-32299) on May 14, 2020. The petition was signed by David
Tolley, executive vice president, chief financial officer, and
co-chief restructuring officer. In its petition, Intelsat
disclosed $11,651,558,000 in assets and $16,805,844,000 in
liabilities.
The Debtors tapped KIRKLAND & ELLIS LLP, and KUTAK ROCK LLP, as
counsels; ALVAREZ & MARSAL NORTH AMERICA, LLC as restructuring
advisor; PJT PARTNERS LP as investment banker; STRETTO as claims
and noticing agent.
INTERPACE BIOSCIENCES: Ziyad Binsalamah Acquires 7.4% Stake
-----------------------------------------------------------
Ziyad Binsalamah disclosed in a Schedule 13D filed with the
Securities and Exchange Commission that as of July 21, 2020, he
beneficially owns 300,000 shares of common stock Interpace
Biosciences, Inc., which represents 7.43 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at: https://is.gd/YDiWK1
About Interpace Biosciences
Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a
Interpace Diagnostics Group, Inc. -- http://www.interpace.com/--
offers specialized services along the therapeutic value chain from
early diagnosis and prognostic planning to targeted therapeutic
applications. Clinical services, through Interpace Diagnostics,
provides clinically useful molecular diagnostic tests,
bioinformatics and pathology services for evaluating risk of cancer
by leveraging the latest technology in personalized medicine for
improved patient diagnosis and management. Pharma services, through
Interpace Pharma Solutions, provides pharmacogenomics testing,
genotyping, biorepository and other customized services to the
pharmaceutical and biotech industries.
Interpace reported a net loss attributable to common stockholders
of $27.16 million for the year ended Dec. 31, 2019, compared to a
net loss attributable to common stockholders of $12.19 million for
the year ended Dec. 31, 2018. As of March 31, 2020, the Company
had $78.51 million in total assets, $25.14 million in total
liabilities, $46.54 million in preferred stock, and $6.84 million
in total stockholders' equity.
JANE STREET: S&P Affirms BB- ICR on Capital Growth; Outlook Stable
------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' issuer credit and
senior secured debt ratings on Jane Street Group LLC. The outlook
remains stable.
S&P's ratings on Jane Street reflect its highly profitable trading
business, including a leading exchange-traded fund (ETF)
market-making franchise and strong risk-adjusted capital (RAC)
ratio. The rating agency believes these strengths are partially
offset by the firm's limited contingent liquidity given its
reliance on short-term wholesale funding, as well as its relatively
higher risk appetite and more-volatile principal trading business.
Jane Street is a New York-based holding company for several
regulated broker-dealer and nonregulated subsidiaries in the U.S.,
Europe, and Asia-Pacific. The firm was founded in 2000, and it main
business is principal trading and market making in U.S. and
non-U.S. securities, including exchange-traded funds, where it is
one of the world's largest market makers. Market-making revenue is
highly volatile because it's driven by market conditions, including
market volume and volatility, as well as Jane Street's market
share. The firm also provides trade execution and other services to
clients, but so far this remains mostly bilateral principal
trading.
Jane Street has generated extremely strong earnings so far in 2020
as the result of COVID_19-related market volatility. The company
benefitted from widening bid/ask spreads and from higher trading
volumes in the market-making business, and market dislocations in
its proprietary trading activities. The retention of these earnings
has grown equity considerably, which S&P expects the company to use
to support rapid expansion of its trading business. The rating
agency expects Jane Street to maintain a RAC ratio of about 10.5%.
But S&P views the company's overall risk adjusted capitalization as
adequate since the rating agency thinks the company's continued
expansion, and higher risk appetite than some peers represent
material additional risk beyond what is reflected in its RAC ratio.
Illustrating its relatively high risk appetite and the propensity
to quickly seize investment opportunities, revenues and risk
metrics have been more volatile than peers'. The company has also
been expanding very rapidly into a wide variety of products.
Loans from members provide some funding and loss-absorbing
capacity, but this is limited by their short-term nature (and S&P
excludes them from total adjusted capital and stable funding).
Earnings can be volatile since they are dependent on principal
trading, but S&P views positively the firm's demonstrated strong
earnings capacity and risk-adjusted returns.
"The firm's limited contingent liquidity and reliance on short-term
wholesale funding from its prime brokerage relationships increase
risk, in our view," S&P said.
"Jane Street lacks committed external liquidity sources we
typically see at higher-rated peers. Its main source of liquidity
is the excess trading capital it maintains above its prime broker's
margin requirements," the rating agency said.
S&P believes this excess liquidity is necessary to meet a potential
increase in margin requirements. Even with the growth in equity so
far in 2020, Jane Street has been running with a higher ratio of
margin requirements versus some rated peers. While S&P recognizes
that the dollar amount of excess trading capital has risen with the
growth in equity, the rating agency would view negatively any
further material increase in the ratio of required margins to
trading capital.
S&P's issuer and debt ratings on Jane Street are two notches lower
than the group credit profile to reflect that the debt-issuing
nonoperating holding company is structurally subordinated to its
operating subsidiaries and open to potential regulatory
interference in dividends to the parent.
S&P rates the company's $1.6 billion senior secured term loan at
the same level as the issuer credit rating given the lack of
higher-priority debt obligations at the holding company.
"The stable outlook reflects our expectation for solid, albeit
potentially volatile, profitability, with no large losses as Jane
Street expands its trading business. We expect the firm to maintain
a strong risk-adjusted capital ratio above 10%, required margin to
equity plus member loans below 75%, as well as liquidity to offset
margin-call exposure, including margin to net trading capital
typically below 65%," S&P said.
Downside scenario
S&P could lower the ratings in the next 12 months if:
-- Jane Street suffers significant losses or prolonged weak
results;
-- S&P expects the RAC ratio to fall below 8%; or
-- Margin to trading capital is consistently over 65% or liquidity
otherwise deteriorates.
Upside scenario
S&P could raise the ratings over the same time horizon if it
expects Jane Street to sustain a RAC ratio above 11% with improved
liquidity.
JASON INDUSTRIES: Hires AlixPartners as Financial Advisor
---------------------------------------------------------
Jason Industries, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ AlixPartners, LLP, as financial advisor to the
Debtors.
Jason Industries requires AlixPartners to:
a. assist the Debtors with refinement of their rolling 13-week
cash receipts and disbursements forecasting tool designed
to provide on-time information related to the Debtors'
liquidity and to identify both short-term and long-term
funding requirements;
b. work with the Debtors and their team to further identify
and implement both short-term and long-term liquidity
generating initiatives;
c. provide assistance to management in connection with the
Debtors' development of their business plan, and such other
related forecasts as may be required by their lenders or
creditors in connection with negotiations or by the Debtors
for other corporate purposes;
d. assist management of the Debtors in the design and
implementation of a restructuring strategy designed to
maximize enterprise value, taking into account the unique
interests of all constituencies;
e. assist in communication and/or negotiation with outside
constituents including creditors and their advisers;
f. leverage and advise on the efficient use of the existing
diligence data room for financial restructuring and filing
of chapter 11;
g. assist with pre-filing protective actions, including
identification of executory contracts and leases and
performance of cost/benefit evaluations with respect to
assumption or rejection of each, discussions and
negotiations with potential investors, banks, vendors,
customers, and lenders, analyzing creditor claims by type,
entity, and individual claim, and in the evaluation
and analysis of potential avoidance actions, including
fraudulent conveyances and preferential transfers if
appropriate;
h. assist in preparing for and filing bankruptcy petitions and
first day papers, coordinating and providing administrative
support for the proceeding, and developing of the Debtors'
Plan of Reorganization or other appropriate case
resolution;
i. assist with the preparation of the statement of affairs,
schedules, and other regular reports, including liquidation
analysis, required by the Bankruptcy Court, as well as
attending and participating in court hearings if necessary
and testifying in support of the reports and analyses and
other aspects of the restructuring if needed, and providing
assistance in such areas as testimony before the Bankruptcy
Court on matters that are within AlixPartners' areas of
expertise;
j. assist management in coordinating elements of the
restructuring including, but not limited to, management of
various diligence requests by various stakeholders or
parties in interest;
k. assist, as requested, in analyzing preferences and other
avoidance actions;
l. provide guidance to facilitate compliance with Bankruptcy
Court orders, and prepare weekly reporting of "first day"
motion payments that the U.S. Trustee and other
stakeholders will demand and assist; and
m. assist with such other matters as may be requested that
fall within AlixPartners' expertise and that are mutually
agreeable.
AlixPartners will be paid at these hourly rates:
Managing Director $1,000 to $1,195
Director $800 to $950
Senior Vice President $645 to $735
Vice President $470 to $630
Consultant $175 to $465
Paraprofessional $295 to $315
AlixPartners received unapplied advance payments from the Debtors
in the amount of $250,000. During the 90-day period prior to the
Petition Date, the Debtors paid AlixPartners $1,840,794 in
aggregate for professional services performed and expenses
incurred, including the Retainer.
AlixPartners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Rebecca A. Roof, managing director of AlixPartners, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
AlixPartners can be reached at:
Rebecca A. Roof
ALIXPARTNERS, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Tel: (212) 490-2500
Fax: (212) 490-1344
About Jason Industries
Jason Industries, Inc., headquartered in Milwaukee, Wisconsin, is a
diversified manufacturing company serving the finishing, seating,
acoustics and components end markets.
Jason Industries, Inc., and 7 affiliates sought Chapter 11
protection (S.D.N.Y. Lead Case No. 20-22766) after reaching a deal
with lenders on terms of a plan that will cut debt by $250
million.
As of June 24, 2020, the Company reported total assets of
$204,886,939 and total debt of $428,374,343.
The Hon. Robert D. Drain is the case judge.
Moelis & Company LLC, is acting as financial advisor, Kirkland &
Ellis LLP is acting as legal counsel, and AlixPartners, LLP, is
acting as restructuring advisor to the Company in connection with
the Restructuring. Houlihan Lokey Capital, Inc., is acting as
financial and restructuring advisor and Weil, Gotshal & Manges LLP
is acting as legal counsel to the Consenting Creditors. Epiq
Corporate Restructuring, LLC, is the claims agent.
JASON INDUSTRIES: Hires Kirkland & Ellis as Attorney
----------------------------------------------------
Jason Industries, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as attorney to the Debtors.
Jason Industries requires Kirkland & Ellis to:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and
operation of their businesses and properties;
b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative
requirements of operating in chapter 11;
c. attend meetings and negotiating with representatives of
creditors and other parties in interest;
d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against the
Debtors, and representing the Debtors in negotiations
concerning litigation in which the Debtors are involved,
including objections to claims filed against the Debtors'
estates;
e. prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders,
reports, and papers necessary or otherwise beneficial to
the administration of the Debtors' estates;
f. represent the Debtors in connection with obtaining
authority to continue using cash collateral and
postpetition financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advise the Debtors regarding tax matters;
j. take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure
statement and confirmation of a chapter 11 plan and all
documents related thereto; and
k. perform all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11
cases, including: (i) analyzing the Debtors' leases and
contracts and the assumption and assignment or rejection
thereof; (ii) analyzing the validity of liens against the
Debtors; and (iii) advising the Debtors on corporate and
litigation matters.
Kirkland & Ellis will be paid at these hourly rates:
Partners $1,075 to $1,845
Of Counsel $625 to $1,845
Associates $610 to $1,165
Paraprofessionals $245 to $460
On January 23, 2020, the Debtors paid Kirkland & Ellis the amount
of $250,000 as advance payment retainer. Subsequently, the Debtors
paid Kirkland & Ellis additional advance payment retainer totaling
$4,319.704.71 in the aggregate.
Kirkland & Ellis will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Kirkland & Ellis's current hourly rates for
services rendered on behalf of the Debtors from
January 1, 2020 range as follows: Partners, $1,075-
$1,845; Of Counsel, $625-$1,845; Associates, $610-
$1,165; Paraprofessionals, $245-$460.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, for the period from June 24, 2020 through
November 30, 2020.
Jonathan S. Henes, partner of Kirkland & Ellis LLP and Kirkland &
Ellis International LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
Kirkland & Ellis can be reached at:
Jonathan S. Henes, P.C.
Joshua A. Sussberg, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: jonathan.henes@kirkland.com
joshua.sussberg@kirkland.com
- and –
Laura E. Krucks, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
About Jason Industries
Jason Industries, Inc., headquartered in Milwaukee, Wisconsin, is a
diversified manufacturing company serving the finishing, seating,
acoustics and components end markets.
Jason Industries, Inc., and 7 affiliates sought Chapter 11
protection (S.D.N.Y. Lead Case No. 20-22766) after reaching a deal
with lenders on terms of a plan that will cut debt by $250
million.
As of June 24, 2020, the Company reported total assets of
$204,886,939 and total debt of $428,374,343.
The Hon. Robert D. Drain is the case judge.
Moelis & Company LLC, is acting as financial advisor, Kirkland &
Ellis LLP is acting as legal counsel, and AlixPartners, LLP, is
acting as restructuring advisor to the Company in connection with
the Restructuring. Houlihan Lokey Capital, Inc., is acting as
financial and restructuring advisor and Weil, Gotshal & Manges LLP
is acting as legal counsel to the Consenting Creditors. Epiq
Corporate Restructuring, LLC, is the claims agent.
JOSEPH A. BRENNICK: $377K Sale of Seven Real Properties Approved
----------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorize Joseph A. Brennick's sale of
the auction sale of the following real properties:
a. Parcel 3 - 4601 Lockwood Ridge Rd, Sarasota, Florida,
Parcel ID 0029-03-0007, 1.91-acre vacant land; and Parcel 4 - 4409
Lockwood Ridge Rd., Sarasota, Parcel ID 0029-03-0006, 0.34-acre
contiguous vacant land, to Marie Truong or assignee for $208,000;
b. Parcel 9 - 204 Bay St. W. Hardee, Wauchula, Florida,
Parcel ID 03-34-25-0200-00037-0016, Lot - Single family residence,
to Noel for Santiago $92,000;
c. Parcel 5 - 1070 Florida Ave. S., Wauchula, Florida,
Parcel ID 09-34-25-0000-04170-000, 1.2-acre Single family
residence, to Double C Holdings, LLC for $32,000; and
d. Parcel 6 - Florida Ave. S., Wauchula, Florida, Parcel ID
09-34-25-0000-04180-000, 2.4-acre Vacant land; Parcel 7 - 1120
Florida Ave. S., Wauchula, Florida, Parcel ID
09-34-25-0000-04190-000, 1.2-acre contiguous vacant land; and
Parcel 8 - 1130 Florida Ave. S., Wauchula, Florida, Parcel ID
09-34-25-0000-04200-000, 0.63-acre contiguous vacant land, to
Double C Holdings, LLC for $45,000.
A hearing on the Motion was held on July 16, 2020, at 2:30 p.m.
The sale is free and clear of any and all liens, claims,
encumbrances and interests. All other valid liens, if any, on the
Real Property will attach to the Debtor's interest in the Net
Proceeds from the sale.
Each Purchaser will pay the Purchase Price set forth above in cash
at the closing in accordance with the terms of this Order and the
Contract.
The net proceeds from the sale of the Real Property remaining after
payment of any closing costs chargeable to seller and mortgages of
record in favor of Wauchula State Bank will be deposited into
Stichter Riedel's trust account and held pending further order of
this Court.
Notwithstanding Bankruptcy Rule 6004(g), and 6006(d) and 7062, the
Order is effective and enforceable immediately upon entry and there
is no reason for delay in the implementation of the Order.
A copy of the Agreement is available at
https://tinyurl.com/y4yvovba 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.
KARL E. LUGUS: Hires Tower Accountants as Restructuring Officer
---------------------------------------------------------------
Karl E. Lugus, D.D.S., P.C., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Tower Accountants, LLC, as restructuring officer to the Debtor.
Karl E. Lugus requires Tower Accountants to:
a. review the Debtor's assets, financial condition and
business;
b. advise and assist the Debtor in the development and
implementation of restructuring initiatives;
c. assist the Debtor with cash budgeting and reporting and
other court and U.S. Trustee required documents;
d. assist the company with evaluating financial alternatives
based upon the Debtor's liquidity projections;
e. implement internal controls within the financial and
accounting system of the Debtor;
f. oversee each check and disbursement that is to be issued by
the Debtor in the operation of its business;
g. maintain an appropriate accounting system and general
legder for the Debtor;
h. process and review all payroll checks and payroll tax
deposits to ensure their accuracy and ensure all tax
deposits and payment are made timely;
i. prepare, maintain and review budgets and expenditures to
ensure the Debtor operates within budgetary constraints;
j. prepare monthly financial statements;
k. reconcile all bank accounts on a monthly basis, review
efficiencies within the company and review profitability at
each location of the Debtor; and
l. review the Debtor's billing practices and revenue cycle for
inefficiencies.
Tower Accountants will be $250 per hour for accounting services,
and $65 per hour for bookkeeping services.
Tower Accountants will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ricardo Torres, managing partner of Tower Accountants LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Tower Accountants can be reached at:
Ricardo Torres
TOWER ACCOUNTANTS LLC
11340 Lakefield Drive, Suite 200
Johns Creek, GA 30097
Tel: (678) 779-5951
E-mail: rt@towerscpas.com
About Karl E. Lugus, D.D.S., P.C.
Karl E. Lugus, D.D.S., P.C., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 19-55763) on April 11, 2019, estimating
under $1 million in both assets and liabilities. The Debtor is
represented by Will Geer, Esq., at Geer and Associates, CPA, P.C.
KATHLEEN CAMPBELL: Heckman Buying Marco Island Property for $17.4K
------------------------------------------------------------------
Kathleen Fritz Campbell asks the U.S. Bankruptcy Court for the
Western District of Kentucky to authorize the sale of a timeshare
property she owns jointly with her non-debtor spouse located at 410
South Collier Boulevard, Marco Island, Florida to Dave Heckman for
$17,400.
Mrs. Campbell and her non-debtor spouse, Jeffrey Campbell, jointly
own the Marco Island Timeshare. The Campbells have had the Marco
Island Timeshare listed for sale, and until the present time, have
had no offers to purchase it.
On June 23, 2020, however, they entered into a Purchase Agreement
to sell the Marco Island Timeshare for a total purchase price of
$17,400. Mrs. Campbell files this motion as an emergency motion
because of the bankruptcy court approval contingency, and the offer
must be accepted without conditions on July 3, 2020. Mrs. Campbell
believes that the sale of the Marco Island Timeshare is in the best
interest of her estate and creditors.
By the Motion, Mrs. Campbell asks authority to sell the Marco
Island Timeshare in accordance with the Purchase Agreement. She
further asks the Court to enter an order authorizing Debtor to sell
the Marco Island Timeshare free and clear of all liens, claims, and
interests. She will serve a copy of the Motion upon her secured
creditors, the 20 largest unsecured creditors, and all creditors
having requested notice, and all governmental units that are her
creditors.
The Debtor believes that the sale proceeds should be applied to the
claim of the Internal Revenue Service's priority claim.
A copy of the Agreement is available at
https://tinyurl.com/y9lyvj3c from PacerMonitor.com free of charge.
Kathleen Fritz Campbell sought Chapter 11 protection (Bankr. W.D.
Ky. Case No. 18-33552) on Nov. 20, 2018. The Debtor tapped
Michael
W. McClain, Esq., at McClain Dewees, PLLC, as counsel.
LEGENDS SQUARE: Gets Interim Approval to Hire Sternberg as Counsel
------------------------------------------------------------------
Legends Square, L.L.C. and Geaux Grambling LLC received interim
approval from the U.S. Bankruptcy Court for the Middle District of
Louisiana to employ Sternberg, Nacarri & White, LLC as their legal
counsel.
Debtors require the services of the firm to give legal advice
regarding their powers and duties under the Bankruptcy Code and to
provide other services in connection with the administration of
their Chapter 11 cases.
The firm's hourly rates are as follows:
Ryan J. Richmond $325
Other Attorneys $175 - $325
Paralegals $50
The firm received a retainer in the amount of $23,434 from Lake
Charles Center, L.L.C, an affiliate of Debtors. For pre-bankruptcy
legal services, the firm agreed to accept $20,000. The balance of
the retainer ($3,434) represents the Chapter 11 filing fees.
Ryan Richmond, Esq., a partner at Sternberg, disclosed in court
filings that he and the firm are "disinterested persons" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ryan J. Richmond, Esq.
Sternberg, Nacarri & White, LLC
17732 Highland Road, Suite G-228
Baton Rouge, LA 70810
Telephone: (225) 412-3667
Facsimile: (225) 286-3046
Email: ryan@snw.law
About Legends Square and Geaux Grambling
Legends Square, LLC, a commercial real estate developer, and Geaux
Grambling, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. La. Lead Case No. 20-10504) on July 13, 2020. At
the time of the filing, Legends Square had estimated assets of
between $1 million and $10 million and estimated liabilities of the
same range. Sternberg, Naccari & White, LLC is Debtors' legal
counsel.
LIBBEY GLASS: Committee Retains Bayard P.A. as Co-Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Libbey Glass Inc.,
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Bayard,
P.A., as co-counsel to the Committee.
Libbey Glass requires Bayard, P.A. to:
(a) in conjunction with Brown Rudnick LLP, provide legal
advice where necessary with respect to the Committee's
powers and duties and strategic advice on how to
accomplish the Committee's goals, bearing in mind that the
Court relies on Delaware counsel such as Bayard to be
involved in all aspects of the bankruptcy proceedings;
(b) draft, review, and comment on drafts of documents to
ensure compliance with local rules, practices, and
procedures;
(c) assist and advise the Committee in its consultation with
the Debtors and the U.S. Trustee relative to the
administration of these cases;
(d) draft, file, and serve documents as requested by Brown
Rudnick and the Committee;
(e) assist the Committee and Brown Rudnick, as necessary, in
the investigation (including through discovery) of the
acts, conduct, assets, liabilities, and financial
condition of the Debtors, the operation of the Debtors'
businesses, and any other matter relevant to these cases
or to the formulation of a plan or plans of reorganization
or liquidation;
(f) compile and coordinate delivery of information to the
Court and the U.S. Trustee as required by the Bankruptcy
Code, Bankruptcy Rules, Local Rules, and any applicable
U.S. Trustee guidelines;
(g) appear in Court and at any meetings of creditors on behalf
of the Committee in its capacity as co-counsel with Brown
Rudnick;
(h) monitor the case docket and coordinating with Brown
Rudnick and Greenhill on matters impacting the Committee;
(i) participate in calls with the Committee;
(j) handle inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the
general status of these cases and coordinating with Brown
Rudnick on any necessary responses; and
(k) perform all other services assigned by the Committee, in
consultation with Brown Rudnick, to Bayard as co-counsel
to the Committee, and to the extent Bayard determines that
such services fall outside the scope of services
historically or generally performed by the firm as co-
counsel in a bankruptcy proceeding, Bayard will file a
supplemental declaration pursuant to Bankruptcy Rule 2014
and give parties in interest an opportunity to object.
Bayard, P.A. will be paid at these hourly rates:
Partners $575 to $1,050
Associates $350 to $500
Paraprofessionals $295
Bayard, P.A. will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Committee and their professionals are currently
in the process of formulating a detailed budget
recognizing that in the course of cases like these
Chapter 11 Cases, it is highly likely that there
may be a number of unforeseen fees and expenses
that will need to be addressed by the Committee and
their professionals.
Erin R. Fay, partner of Bayard, P.A., assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and (a) is not creditors, equity
security holders or insiders of the Debtors; (b) has not been,
within two years before the date of the filing of the Debtors'
chapter 11 petition, directors, officers or employees of the
Debtors; and (c) does not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtors, or for any other
reason.
Bayard, P.A. can be reached at:
Erin R. Fay, Esq.
Neil B. Glassman, Esq.
Scott D. Cousins, Esq.
Erin R. Fay, Esq.
Sophie E. Macon, Esq.
BAYARD, P.A.
600 N. King Street, Suite 400
Wilmington, DE 19801
Tel: (302) 655–5000
Fax: (302) 658–6395
E-mail: efay@bayardlaw.com
nglassman@bayardlaw.com
scousins@bayardlaw.com
smacon@bayardlaw.com
About Libbey Glass
Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) is one of
the largest glass tableware manufacturers in the world. Libbey
operates manufacturing plants in the U.S., Mexico, China, Portugal
and the Netherlands. In existence since 1818, Libbey supplies
tabletop products to retail, foodservice and business-to-business
customers in over 100 countries. Libbey's global brand portfolio,
in addition to its namesake brand, includes Libbey Signature,
Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse
China, and Crisal Glass. In 2019, Libbey's net sales totaled $782.4
million. For more information, visit http://www.libbey.com/
Libbey Glass Inc. and 11 of its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020.
In the petition signed by CEO Michael P. Bauer, Libbey Glass was
estimated to have $100 million to $500 million in assets and $500
million to $1 billion in liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Lazard Ltd as investment banker. Prime Clerk
LLC is the claims agent, maintaining the page
https://cases.primeclerk.com/libbey
The U.S. Trustee for Region 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of Libbey
Glass, Inc. and its affiliates. The Committee hires Brown Rudnick
LLP, and Bayard, P.A., as counsels; Greenhill & Co., Inc., as
financial advisor.
LIBBEY GLASS: Committee Retains Greenhill & Co as Financial Advisor
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Libbey Glass Inc.,
and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Greenhill &
Co., Inc., as financial advisor to the Committee.
Libbey Glass requires Greenhill & Co to:
(a) evaluate from a financial perspective the assets and
liabilities of the Debtors;
(b) review and analyze the financial statements of the
Debtors;
(c) review and analyze the business plans and forecasts
developed by the Debtors;
(d) evaluate the Debtors' liquidity, including financing
alternatives;
(e) provide such specific valuation or other financial
analyses as the Bankruptcy Court or the Committee may
reasonably request;
(f) assist in analyzing the debt capacity of the Debtors;
(g) assist in analyzing options for the Committee to provide
near-term financing;
(h) assist in evaluating strategic alternatives of the
Debtors;
(i) represent the Committee, alongside the Committee Counsel,
in negotiations with the Debtors and other parties in
interest on financial matters;
(j) analyze from a financial perspective any proposed
Transaction on behalf of the Committee and assist the
Committee Counsel and the Committee in developing
responses thereto;
(k) assist the Committee Counsel and the Committee in
determining an appropriate capital structure for the
Debtors;
(l) assist the Committee from a financial perspective in
structuring and negotiating the terms of any Transaction
with respect to the indebtedness outstanding under
existing credit agreement(s) and the Company's obligations
under such credit agreement(s);
(m) attend meetings between Committee Counsel, the Committee
and/or the Debtors and advise the Committee Counsel and
the Committee from a financial perspective in connection
therewith and any of the foregoing matters;
(n) participate in negotiations and other meetings to assist
the Committee to maximize their recovery or to support
their position in relation to any restructuring proposals;
(o) assist the Committee in developing and seeking approval of
a Restructuring Plan (as the same may be modified from
time to time, a "Restructuring Plan");
(p) advise and assist the Committee in analyzing the financial
aspects of such a Restructuring Plan and the resulting
treatment of the parties' claims and obligations, subject
to the terms and conditions of this Agreement;
(q) analyze the proposed terms and conditions of the Debtors'
proposed Debtor in Possession financing (the "DIP
Financing");
(r) provide such other financial advisory and investment
banking services as are customary for similar transactions
and as may be mutually agreed upon by the Committee and
the Firm; and
(s) render such other financial advisory and related services
as may be agreed upon from time to time by the Committee
Counsel, the Committee and Greenhill in connection with
the foregoing, each a "Service" and together, the
"Services".
Greenhill & Co will be paid as follows:
(i) Commencing as of the date of this agreement, whether or
not a Transaction is proposed or consummated, an advisory
fee (the "Monthly Fee") of $150,000 per month. The Monthly
Fee for June and July 2020 shall be made upon the approval
of the Agreement by the Bankruptcy Court and will be paid
on a pro rata basis upon the execution of this Agreement,
and thereafter the Monthly Fee shall be payable in advance
of the first day of each month.
(ii) A fee (the "Completion Fee") of $2,250,000 payable upon
the consummation of a Transaction.
(iii) No fee payable to any other financial advisor retained
by the Committee, the Debtors, or any other person in
connection with the subject matter of these Chapter 11
Cases shall reduce or otherwise affect any fee payable
to the Firm hereunder. The Firm shall credit against any
Completion Fee, 50% of the Monthly Fees paid in cash in
excess of $450,000.
George Mack, managing director of Greenhill & Co., Inc., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Greenhill & Co can be reached at:
George Mack
GREENHILL & CO., LLC
300 Park Avenue
New York, NY 10022
Tel: (212) 389-1500
Fax: (212) 389-1700
About Libbey Glass
Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) is one of
the largest glass tableware manufacturers in the world. Libbey
operates manufacturing plants in the U.S., Mexico, China, Portugal
and the Netherlands. In existence since 1818, Libbey supplies
tabletop products to retail, foodservice and business-to-business
customers in over 100 countries. Libbey's global brand portfolio,
in addition to its namesake brand, includes Libbey Signature,
Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse
China, and Crisal Glass. In 2019, Libbey's net sales totaled $782.4
million. For more information, visit http://www.libbey.com/
Libbey Glass Inc. and 11 of its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020.
In the petition signed by CEO Michael P. Bauer, Libbey Glass was
estimated to have $100 million to $500 million in assets and $500
million to $1 billion in liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Lazard Ltd as investment banker. Prime Clerk
LLC is the claims agent, maintaining the page
https://cases.primeclerk.com/libbey
The U.S. Trustee for Region 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of Libbey
Glass, Inc. and its affiliates. The Committee retained Brown
Rudnick LLP, and Bayard, P.A., as counsels; Greenhill & Co., Inc.,
as financial advisor.
LIBBEY GLASS: Committee Taps Brown Rudnick as Co-Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Libbey Glass Inc.,
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Brown
Rudnick LLP, as co-counsel to the Committee.
Libbey Glass requires Brown Rudnick to:
a. assist and advise the Committee in its discussions with the
Debtors and other parties-in-interest regarding the overall
administration of these cases;
b. represent the Committee at hearings to be held before this
Court and communicating with the Committee regarding the
matters heard and the issues raised as well as the
decisions and considerations of this Court;
c. assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
d. review and analyze pleadings, orders, schedules, and other
documents filed and to be filed with this Court by
interested parties in these Cases; advising the Committee
as to the necessity, propriety, and impact of the foregoing
upon these Cases; and consenting or objecting to pleadings
or orders on behalf of the Committee, as appropriate;
e. assist the Committee in preparing such applications,
motions, memoranda, proposed orders, and other pleadings as
may be required in support of positions taken by the
Committee, including all trial preparation as may be
necessary;
f. assist, advise and represent the Committee with respect to
the Debtors' retention of professionals and advisors with
respect to the Debtors' business and these Cases;
g. confer with the professionals retained by the Debtors and
other parties-in-interest, as well as with such other
professionals as may be selected and employed by the
Committee;
h. coordinate the receipt and dissemination of information
prepared by and received from the Debtors' professionals,
as well as such information as may be received from
professionals engaged by the Committee or other parties-in-
interest in these cases;
i. assist, advise and represent the Committee in the
evaluation of claims and on any litigation matters,
including avoidance actions;
j. participate in such examinations of the Debtors and other
witnesses as may be necessary in order to analyze and
determine, among other things, the Debtors' assets and
financial condition, whether the Debtors have made any
avoidable transfers of property, or whether causes of
action exist on behalf of the Debtors' estates;
k. assist and advise the Committee in connection with any sale
of any or substantially all of the Debtors' assets;
l. assist and advise the Committee in connection with
analyzing estate assets, including, without limitation, any
estate causes of action against any parties;
m. negotiate and, if necessary or advisable, formulating a
plan of reorganization or liquidation for the Debtors; and
n. assist the Committee generally in performing such other
services as may be desirable or required for the discharge
of the Committee's duties pursuant to section 1103 of the
Bankruptcy Code.
Brown Rudnick will be paid at these hourly rates:
Attorneys $510 to $1,700
Paraprofessionals $375 to $465
Brown Rudnick will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Brown Rudnick is preparing a budget and staffing
plan and anticipates presenting it to the Committee
for approval.
Robert J. Stark, partner of Brown Rudnick LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Brown Rudnick can be reached at:
Robert J. Stark, Esq.
Andrew M. Carty, Esq.
Uriel Pinelo, Esq.
BROWN RUDNICK LLP
7 Times Square
New York, NY 10036
Tel: (212) 209–4800
Fax: (212) 209–4801
E-mail: rstark@brownrudnick.com
acarty@brownrudnick.com
upinelo@brownrudnick.com
About Libbey Glass
Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) is one of
the largest glass tableware manufacturers in the world. Libbey
operates manufacturing plants in the U.S., Mexico, China, Portugal
and the Netherlands. In existence since 1818, Libbey supplies
tabletop products to retail, foodservice and business-to-business
customers in over 100 countries. Libbey's global brand portfolio,
in addition to its namesake brand, includes Libbey Signature,
Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse
China, and Crisal Glass. In 2019, Libbey's net sales totaled $782.4
million. For more information, visit http://www.libbey.com/
Libbey Glass Inc. and 11 of its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020.
In the petition signed by CEO Michael P. Bauer, Libbey Glass was
estimated to have $100 million to $500 million in assets and $500
illion to $1 billion in liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger,
P.A., as counsel; Alvarez & Marsal North America, LLC as financial
advisor; and Lazard Ltd as investment banker. Prime Clerk LLC is
the claims agent, maintaining the page
https://cases.primeclerk.com/libbey
The U.S. Trustee for Region 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of Libbey
Glass, Inc. and its affiliates. The Committee hires Brown Rudnick
LLP, and Bayard, P.A., as counsels; Greenhill & Co., Inc., as
financial advisor.
MAD MEN MARKETING: Taps Jason A. Burgess as Legal Counsel
---------------------------------------------------------
Mad Men Marketing, LLC, received approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire The Law Offices of
Jason A. Burgess, LLC to handle its Chapter 11 case.
The firm's services will include advising Debtor regarding its
powers and duties under the Bankruptcy Code, representing Debtor in
negotiations with its creditors, and assisting Debtor in the
preparation of a bankruptcy plan.
The services will be provided mainly by Jason Burgess, Esq., who
charges an hourly fee of $350. Paralegals will charge $75 per
hour.
Mr. Burgess received the sum of $9,217, of which $1,717 was used to
pay the filing fee.
Mr. Burgess disclosed in court filings that he does not represent
any interest adverse to Debtor and its bankruptcy estate.
The firm can be reached through:
Jason A. Burgess, Esq.
The Law Offices of Jason A. Burgess, LLC
1855 Mayport Road
Atlantic Beach, Florida 32233
Phone: (904) 372-4791
Facsimile: (904) 372-4994
Email: jason@jasonAburgess.com
About Mad Men Marketing
Mad Men Marketing, LLC, is a creative advertising agency
specializing in digital media, creative design and web
development.
Mad Men Marketing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01889) on June 18,
2020. At the time of the filing, Debtor disclosed $234,594 in
assets and $1,174,970 in liabilities. Judge Cynthia C. Jackson
oversees the case. The Debtor tapped The Law Offices of Jason A.
Burgess, LLC, as its legal counsel.
MAIN CONSTRUCTION: $390K Sale of Kingman Property to Paris Approved
-------------------------------------------------------------------
Judge Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona authorized Main Construction and Landscape,
LLC's sale of interest in the real property located at 5906 N.
Harbor Bay, Kingman, Arizona to Michael D. Paris for $389,900,
pursuant to their Residential Resale Real Estate Purchase Contract
dated June 19, 2020.
An accelerated hearing on the Amended Motion was held on July 14,
2020.
The sale of the Property is free and clear of all liens, claims and
encumbrances, and authorizing payment by Pioneer Title Agency at
closing of the closing costs, commissions, outstanding real
property taxes, and other costs necessary to consummate the sale of
the Property, including payment of the following:
i. The First Lien of Gold Canyon Equities;
ii. The Second Lien of Gold Canyon Equities;
iii. The H&H Development Lien;
iv. The real estate commissions owed to Kingman Premier
Properties and the Buyer's real estate broker in the total amount
of $15,596; and
v. The estimated transaction privilege taxes owed to the
Arizona Department of Revenue in the amount of $15,601, which will
be made payable to "Arizona Department of Revenue" and sent to:
Office of the Attorney General, Attn: Christopher J. Dylla,
Bankruptcy & Collection Enforcement, 2005 N. Central Ave., Phoenix,
AZ 85004-1592.
The amount of the alleged judgment lien held by Travelers Property
Casualty Co. of America in the estimated amount of $15,710, based
on the alleged judgment recorded as Document No. 2020026494,
records of Mohave County, Arizona, will be released as a lien of
record against the Property, and will instead attach to the
segregated account with Pioneer Title Agency pending a further
order of the Court.
The balance of the sale proceeds may be paid to the Debtor.
Cause exists to waive the 14-day stay provided by Fed. R. Bank. P.
6004(h), and the sale is a final sale immediately upon entry of the
Order.
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.
MALLINCKRODT PLC: Board OKs Form of Executive Employment Contract
-----------------------------------------------------------------
The Human Resources and Compensation Committee of the board of
directors of Mallinckrodt plc approved amendments to the
Mallinckrodt Pharmaceuticals Severance Plan for U.S. Officers and
Executives, effective as of July 20, 2020. These changes are
largely administrative in nature and include a clarifying change
making clear that payments made pursuant to the 2020 Key Employee
Incentive Program that were intended to replace an executive's
long-term incentive target opportunity shall not be included in any
calculations for the determination of severance payments.
Form of Executive Employment Agreement
On July 20, 2020, the HRCC also approved a form of employment
agreement to be entered into with each of Mallinckrodt's executive
officers, including its named executive officers. The Employment
Agreement is intended to codify into a contractual arrangement the
severance benefits that each executive officer is already entitled
to under the Severance Plan and is aligned to the Severance Plan in
all material respects. The Employment Agreement is to be entered
into between each executive officer and ST Shared Services LLC, a
wholly-owned subsidiary of Mallinckrodt plc that serves as the
employing entity for all U.S. based employees.
Covered Executives
* Mark C. Trudeau, President and Chief Executive Officer
* Bryan M. Reasons, Executive Vice President and Chief
Financial Officer
* Mark Casey, Executive Vice President and Chief Legal Officer
* Hugh M. O'Neill, Executive Vice President and Chief
Commercial Officer
* Steven Romano, M.D., Executive Vice President and Chief
Science Officer
Reporting: Mr. Trudeau reports to the Board of
Directors of the Company. Each of the other
Named Executive Officers reports to the
Chief Executive Officer.
Term: 3 years, with automatic one year renewals,
absent notice of non-renewal
Annual Base Salary: Mr. Trudeau $1,050,000
Mr. Reasons $600,000
Mr. Casey $600,000
Mr. O'Neill $620,000
Dr. Romano $620,000
Target Bonus:
Opportunity Mr. Trudeau 125% of Base Salary
Mr. Reasons 65% of Base Salary
Mr. Casey 65% of Base Salary
Mr. O'Neill 65% of Base Salary
Dr. Romano 65% of Base Salary
Severance: In the event of an executive's termination
of employment without Cause or, during the
two-year period following a change in
control, for Good Reason:
- 1.5x (2x for the CEO) the sum of the
applicable executive's annual base
salary and the average annual bonus
received during the three fiscal years
preceding the date of termination.
* A lump sum payment equal to the
employer subsidized portion of the cost
of health insurance for the applicable
executive and his dependents for
eighteen months.
* Accelerated vesting of stock options,
restricted stock and restricted stock
units scheduled to vest during the
twelve months following the date of
termination, with vested options
remaining exercisable until the one
year anniversary of the date of
termination, subject to the earlier
expiration of the option term.
Performance units scheduled to vest
during the twelve months following
employment termination remain eligible
to vest based on actual results.
* If, during the twenty-four months
following the date of termination, an
executive would reach the age required
for early retirement or normal
retirement treatment and would
otherwise meet the retirement treatment
criteria, executive will be entitled to
any more favorable equity award vesting
included in any applicable equity award
agreement with the executive.
* Outplacement services for up to twelve
months.
Double Trigger
Equity Award Vesting:In the event of an executive's
termination without Cause or for Good
Reason during the two-year period
following a change of control, all of the
executive's unvested equity awards
immediately will vest, with the vesting
level of performance-based awards to be
determined in the sole discretion of the
HRCC.
Non-Compete: Each of the executives is subject to a
non-compete agreement that applies during
the employment term and for one year
following any termination of employment.
Certain Definitions:
"Cause" means executive's (i) substantial failure or refusal to
perform duties and responsibilities of his or her job at a
satisfactory level as required by the Company; (ii) a material
violation of any fiduciary duty or duty of loyalty owed to the
Company; (iii) conviction of a misdemeanor (other than a traffic
offense) or felony; (iv) fraud, embezzlement or theft; (v)
violation of a material rule or policy of the Company; (vi)
unauthorized disclosure of any trade secret or confidential
information of the Company; or (vii) other egregious conduct that
has or could have a serious and detrimental impact on the Company.
"Good Reason" means, at any time during the two year period
following a change in control, (i) the assignment to executive of
any duties inconsistent in any material respect with executive's
authority, duties or responsibilities as in effect immediately
prior to the change in control; (ii) a material diminution in the
authority, duties or responsibilities of the supervisor to whom
executive is required to report as in effect immediately prior to
the change in control; (iii) a material change in the geographic
location at which executive must perform services to a location
which is more than 50 miles from executive's principal place of
business immediately prior to the change in control; (iv) a
material reduction in executive's compensation and benefits, taken
as a whole, as in effect immediately prior to the change in
control; or (v) a material diminution in the budget over which
executive retains authority.
About Mallinckdrot
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
Mallincrodt recorded a net loss of $996.5 million for the fiscal
year 2019 compared to a net loss of $3.61 billion for the fiscal
year 2018. As of March 27, 2020, the Company had $10.17 billion in
total assets, $8.27 billion in total liabilities, and $1.89 billion
in total shareholders' equity.
Litigation Settlement
On Feb. 25, 2020, Mallinckrodt announced that the Company, certain
of its subsidiaries operating the Specialty Generics business and
certain other affiliates have reached an agreement in principle on
the terms of a global settlement that would resolve all
opioid-related claims against the Company. The Litigation
Settlement is subject to certain contingencies and may not go into
effect in its current form or at all, as a result of which the
Company's business prospects may be adversely impacted. The
Litigation Settlement contemplates the filing of voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code by the
Specialty Generics Subsidiaries and the establishment of a trust
for the benefit of plaintiffs holding opioid-related claims against
Mallinckrodt.
* * *
As reported by the TCR on March 23, 2020, S&P Global Ratings
affirmed the 'CCC' long-term issuer credit rating on global
pharmaceutical company Mallinckrodt PLC and removed the rating from
CreditWatch. Mallinckrodt PLC recently announced an unfavorable
ruling in its litigation with Centers for Medicare and Medicaid
Services (CMS) and Health and Human Services (HHS), potentially
owing $650 million and losing annual revenue of $90 million to $100
million.
MARQUIS ENTERPRISES: $26K Sale of Buffalo Property to Mamas Okayed
------------------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York authorized Marquis Enterprises, LLC's sale of
real estate located at 75 Hastings, Buffalo, New York to Mamas
Time, LLC for $26,000.
A hearing on the Motion was held on June 15, 2020.
The net proceeds, after customary closing expenses, will be
retained in the Debtor's DIP account.
About Marquis Enterprises
Marquis Enterprises, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-11978) on Sept. 25,
2019. At the time of the filing, the Debtor was estimated to have
estimated assets of between $100,001 and $500,000 and liabilities
of less than $50,000. The case is assigned to Judge Carl L.
Bucki.
The Debtor is represented by James M. Joyce, Esq.
MARRONE BIO: To Report Second Quarter 2020 Results on August 10
---------------------------------------------------------------
Marrone Bio Innovations Inc. will release financial results for the
second quarter ended June 30, 2020, after market close on Monday,
August 10th at 4:30 p.m. Eastern time.
The company also announced that incoming Chief Executive Officer
Kevin Helash, a Canadian citizen, has received his visa, and his
employment with Marrone Bio and service as a member of its board of
directors will commence on Aug. 3, 2020, as anticipated.
"I am excited to join the team at Marrone Bio, and look forward to
discussing the second quarter financial results with our
shareholders on the August 10th conference call," said Helash.
Management will host an investor conference call at 1:30 p.m. PT
(4:30 p.m. ET) on Aug. 10, 2020 to discuss Marrone Bio Innovations'
second quarter 2020 financial results, provide a corporate update,
and conclude with a Q&A from participants. To participate, please
use the following information:
Q2 2020 Conference Call and Webcast
Date: Monday, August 10th, 2020
Time: 1:30 p.m. Pacific time (4:30 p.m. Eastern time)
U.S. Dial-in: 1-866-248-8441
International Dial-in: 1-323-289-6576
Conference ID: 7510516
Webcast: http://public.viavid.com/index.php?id=140993
Please dial in at least 10 minutes before the start of the call to
ensure timely participation.
A playback of the call will be available through Sept. 10, 2020. To
listen, call 1-844-512-2921 within the United States or
1-412-317-6671 when calling internationally. Please use the replay
pin number 7510516. A webcast will also be available for 30 days
on the IR section of the Marrone Bio Innovations website or by
clicking here: MBII Q2 2020 Webcast.
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- discovers, develops and sells
innovative biological products for crop protection, plant health
and waterway systems treatment. MBI has screened over 18,000
microorganisms and 350 plant extracts, leveraging its in-depth
knowledge of plant and soil microbiomes enhanced by advanced
molecular technologies to rapidly develop seven effective and
environmentally responsible pest management products to help
customers operate more sustainably while uniquely improving plant
health and increasing crop yields. Supported by a robust portfolio
of over 400 issued and pending patents around its natural product
chemistry, MBI's currently available commercial products are
Regalia, Grandevo, Venerate, Majestene, Haven Stargus and
Amplitude, Zelto and Zequanox.
Marrone Bio reported a net loss of $37.17 million for the year
ended Dec. 31, 2019, compared to a net loss of $20.21 million for
the year ended Dec. 31, 2018. As of March 31, 2020, the Company
had $79.39 million in total assets, $54.53 million in total
liabilities, and $24.86 million in total stockholders' equity.
Marcum LLP, in San Francisco, CA, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
16, 2020 citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
MEMENTO MORI: $157K Escrow be Disbursed in Accordance with Plan
---------------------------------------------------------------
Judge David M. Warren of the U.S. Bankruptcy Court for the Eastern
District of Norther Carolina ordered that the escrow in the amount
of $156,914 be disbursed to Memento Mori, LLC to be distributed in
accordance with the Plan.
The matter comes before the Court upon the Motion of American
Lending Center, LLC for Determination of Right to Certain Proceeds
from Sale of Mayton Inn filed by American Lending Center, LLC
("ALC") on June 26, 2020. A hearing on the Motion was conducted on
July 21, 2020.
On Jan. 2, 2020, the Debtor entered into a Purchase and Sale
Agreement with Academy Park Hospitality, LLC for the sale of the
The Mayton Inn located at 301 S. Academy Street, Cary, North
Carolina to Academy as a stalking horse bidder for the purchase
price of $8.1 million, subject to overbid. The sale of the
Property under the Contract closed on June 2, 2020.
Prior to the closing, Academy requested a credit against the
purchase price in the amount of $156,914 for deposits received by
the Debtor for events scheduled after the closing and for
unredeemed gift certificates. Some of these deposits were received
by the Debtor after the Due Diligence Period. The Debtor and
secured creditors did not agree to the credit, and the parties
agreed to escrow $156,914 at closing.
The Court held that an agreement to create the Escrow does not
supplant Section 7.3(c) of the Contract. The Debtor, Academy, and
the creditors were eager to have the sale close. Many commercial
real estate transactions close and transfer title while escrowing
funds for repairs, assessments, taxes, and contingent events. Not
escrowing the funds delays and unnecessarily frustrates the
transfer of property under an otherwise agreed sale. The Escrow in
the sale simply allowed for Academy to obtain title, for the
creditors to receive the proceeds, and for the issue to be brought
to the Court.
About Memento Mori
Based in Cary, North Carolina, Memento Mori, LLC, d/b/a Tonic
Remedies, f/d/b/a Mayton Landlord, LLC, d/b/a The Verandah, f/d/b/a
King's Daughter Landlord, LLC, d/b/a The King's Daughters Inn, fdba
Kings Daughter Tenant, LLC, f/d/b/a DMC Historic Restoration, LLC,
dba Rhea Hospitality, dba The Mayton Inn, filed a voluntary Chapter
11 petition (Bankr. E.D.N.C. Case No. 18-04661) on Sept. 20, 2018.
The case is assigned to Hon. David M. Warren. In the petition
signed by Colin Crossman, manager, the Debtor disclosed total
assets of $24,198,540 against total liabilities of $20,809,509.
MOHEGAN GAMING: Appoints Ray Pineault as Chief Operating Officer
----------------------------------------------------------------
Mohegan Gaming & Entertainment has named the newest member of its
executive leadership team to further sustain and enhance the
organization's positive performance and guide MGE through
unprecedented times. Ray Pineault has been appointed chief
operating officer pending regulatory approval. The addition to
MGE's C-Suite marks an exciting new chapter for the brand as it
successfully navigates the ever-evolving world of integrated
entertainment.
"The entertainment industry has faced challenges this year due to
the pandemic, but I am proud of the way our team members have
stepped up and set MGE on a path of positive momentum, with strong
performance across all properties since our reopenings," said Mario
Kontomerkos, chief executive officer and president of Mohegan
Gaming & Entertainment. "From the beginning, it has been our
mission to build the best executive team in the industry, and I
believe we are on our way to achieving that status with a veteran
like Ray at the helm."
After nearly 20 years of service to the Mohegan Tribe including
serving as president and general manager of the brand's flagship
property, Mohegan Sun Connecticut, and most recently as Regional
President of MGE, Ray Pineault brings a wealth of legal and
business knowledge with him to the role of Chief Operating Officer
(COO). In this role, Ray will oversee MGE's regional presidents to
ensure the operational success of each of the nine properties in
MGE's portfolio in the US, Canada and South Korea.
As COO, Ray will ensure that each of MGE's properties around the
world meets or exceeds operational, employee engagement, guest
service, cultural, strategic and fiscal plans, while maintaining
the highest standards of regulatory compliance. Ray fills the COO
position previously held by Michael Silberling who vacated the
position in July.
About Mohegan Gaming
Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming &
Entertainment is a master developer and operator of premier global
integrated entertainment resorts, including Mohegan Sun in
Uncasville, Connecticut, Inspire in Incheon, South Korea and
Niagara Casinos in Niagara, Canada. MGE is owner, developer,
and/or manager of integrated entertainment resorts throughout the
United States, including Connecticut, New Jersey, Washington,
Pennsylvania, Louisiana, as well as Northern Asia and Niagara
Falls, Canada, and coming soon pending regulatory approval, Las
Vegas, Nevada. MGE is owner and operator of Connecticut Sun, a
professional basketball team in the WNBA and New England Black
Wolves, a professional lacrosse team in the National Lacrosse
League. For more information on MGE and its properties, visit
www.mohegangaming.com.
Mohegan Gaming reported a net loss of $2.37 million for the year
ended Sept. 30, 2019.
* * *
As reported by the TCR on May 14, 2020, S&P Global Ratings lowered
all of its ratings on casino operator Mohegan Tribal Gaming
Authority (MTGA) and hotel owner Mohegan Tribal Finance Authority
(MTFA), including its issuer credit ratings, by one notch to 'CCC+'
from 'B-' and removed the ratings from CreditWatch, where it placed
them with negative implications on March 20, 2020.
In April 2020, Moody's Investors Service downgraded Mohegan Tribal
Gaming Authority's Corporate Family Rating to Caa2 from B3. The
downgrade reflects that significant pressure on earnings and free
cash flow will increase leverage and elevate default risk.
MONAKER GROUP: Sabby Volatility, et al. Report 7.5% Stake
---------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Sabby Volatility Warrant Master Fund, Ltd., Sabby
Management, LLC, and Hal Mintz disclosed that as of July 24, 2020,
they beneficially own 1,000,000 shares of common stock of Monaker
Group, Inc., which represents 7.48 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at: https://is.gd/Xte3yP
About Monaker Group
Headquartered in Weston, Florida, Monaker Group, Inc. --
http://www.monakergroup.com/-- is a technology-driven travel
company focused on delivering innovation to the alternative lodging
rental (ALR) market. The proprietary Monaker Booking Engine (MBE)
provides access to more than 2.6 million instantly bookable
vacation rental homes, villas, chalets, apartments, condos, resort
residences, and castles. MBE offers travel distributors and
agencies an industry first: a customizable, instant-booking
platform for alternative lodging rental.
Monaker Group reported a net loss of $9.45 million for the year
ended Feb. 29, 2020. As of May 31, 2020, the Company had $9.13
million in total assets, $4.89 million in total liabilities, and
$4.24 million in total stockholders' equity.
Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated May 29, 2020, citing that the Company has an
accumulated deficit and limited financial resources. This raises
substantial doubt about its ability to continue as a going concern.
NEIMAN MARCUS: Porter Hedges, Paul Update on Noteholder 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 an amended verified statement to
disclose an updated list of Ad Hoc Committee that they are
representing in the Chapter 11 cases of Neiman Marcus Group LTD
LLC, et al.
The Ad Hoc Secured Noteholder Committee of (i) 8.750% Third Lien
Senior Secured Notes due 2024 issued under that certain indenture,
dated as of June 7, 2019, as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, by
and among Mariposa Borrower, Inc., The Neiman Marcus Group LLC, NMG
Subsidiary LLC and Neiman Marcus Group LTD LLC, the guarantors
party thereto and Wilmington Trust, National Association, as
trustee and collateral agent; (ii) 8.000% Third Lien Senior Secured
Notes due 2024 issued under that certain indenture, dated as of
June 7, 2019, as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, by and among
the Issuers, the guarantors party thereto and Wilmington Trust, as
trustee and collateral agent, and (iii) 14.0% Second Lien Notes due
2024, issued under that certain indenture, dated as of June 7,
2019.
In September 2018, certain members of the Ad Hoc Committee retained
Paul, Weiss, Rifkind, Wharton & Garrison LLP to represent them in
connection with a potential financed restructuring of the
above-captioned debtors and debtors-in-possession. In March 2020,
certain members of the Ad Hoc Committee retained Porter
Hedges LLP, as its co-counsel. From time to time thereafter,
certain additional holders of the Secured Notes joined the Ad Hoc
Committee.
On May 15, 2020, Counsel filed the Verified Statement of the Ad Hoc
Committee of Secured Noteholders Pursuant to Bankruptcy Rule 2019
[Docket No. 432]. Since then, the members of the Ad Hoc Committee
and the disclosable economic interests in relation to the Debtors
that such members hold or manage have changed. Accordingly,
pursuant to Bankruptcy Rule 2019, Counsel submits this Amended
Statement.
As of July 17, 2020, members of the Ad Hoc Committee and their
disclosable economic interests are:
J.P. Morgan Investment Management Inc.
1 E Ohio St
Indianapolis, IN 46204
* NMG 14% 2L Notes due 2024: $158,299,562
* NMG 8% 3L Notes due 20244: $214,120,047
* NMG 8.75% 3L Notes due 2024: $91,146,409
* Cash Pay/PIK Extended Term Loans: $53,584,668
* Cash Pay Extended Term Loans: $8,827,981
Capital Research and Management
399 Park Ave., 33th Floor
New York, NY 10022
* NMG 14% 2L Notes due 2024: $97,614,136
* NMG 8% 3L Notes due 20244: $51,724,000
* NMG 8.75% 3L Notes due 2024: $56,528,094
* Cash Pay/PIK Extended Term Loans: $48,015,334
Antara Capital Partners
500 5th Ave., Ste. 2320
New York, NY 10010
* NMG 14% 2L Notes due 2024: $25,432,000
Marathon Asset Management, LP
One Bryant Park 38th Floor
New York, NY 10036
* NMG 14% 2L Notes due 2024: $45,556,113
* NMG 8% 3L Notes due 20244: $71,151,000
* NMG 8.75% 3L Notes due 2024: 26,335,115
Anchorage Capital Group, LLC
610 Broadway
New York, NY 10012
* NMG 8% 3L Notes due 20244: $15,484,000
* NMG 8.75% 3L Notes due 2024: $158,474,668
* 2028 Debentures: $31,151,000
Susquehanna Advisors Group, Inc.
401 City Ave., Suite 220
Bala Cynwyd, PA 19004
* NMG 8% 3L Notes due 20244: $15,991,672
* NMG 8.75% 3L Notes due 2024: $4,000,000
* Unsecured Cash Pay Notes: $500
LMR Master Fund Limited
10th Floor, 363 Lafayette St
New York, NY 10012
* NMG 8% 3L Notes due 20244: $19,500,000
* NMG 8.75% 3L Notes due 2024: $2,000,000
Arena Investors LP
405 Lexington Ave 59th floor
New York, NY
* NMG 14% 2L Notes due 2024: $6,500,000
Oaktree Capital
1301 6th Ave, 34th Fl.
New York, NY 10019
* NMG 14% 2L Notes due 2024: $82,085,160.00
Counsel to the Ad Hoc Committee can be reached at:
John F. Higgins, Esq.
Eric M. English, Esq.
M. Shane Johnson, Esq.
PORTER HEDGES LLP
1000 Main St., 36th Floor
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 228-1331
Email: jhiggins@porterhedges.com
eenglish@porterhedges.com
sjohnson@porterhedges.com
- and -
Andrew Rosenberg, Esq.
Alice Belisle Eaton, Esq.
Claudia Tobler, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
Email: arosenberg@paulweiss.com
aeaton@paulweiss.com
ctobler@paulweiss.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/OKQbMh
About Neiman Marcus Group
Neiman Marcus Group LTD, LLC, is a luxury omni-channel retailer
conducting store and online operations principally under the
Neiman
Marcus, Bergdorf Goodman, and Last Call brand names. It also
operates the Horchow e-commerce website offering luxury home
furnishings and accessories. Since opening in 1907 with just one
store in Dallas, Neiman Marcus and its affiliates have
strategically grown to 67 stores across the United States. Visit
https://www.neimanmarcus.com
Neiman Marcus Group LTD and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32519) on May 7, 2020. At the time of the filing, the Debtors
were each estimated to have assets of between $1 billion and $10
billion and liabilities of the same range.
Judge David R. Jones oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Jackson Walker, LLP as
local counsel; Berkeley Research Group, LLC as restructuring
advisor; Lazard Freres & Co. LLC as investment banker; and Stretto
as claims, noticing and solicitation agent.
NESSALLA LLC: Seeks Approval to Tap DeMarb Brophy as Legal Counsel
------------------------------------------------------------------
NessAlla, LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Wisconsin to employ DeMarb Brophy, LLC as its
legal counsel.
DeMarb Brophy LLC will render the following services:
(a) advise and assist Debtor with respect to its duties,
authority and powers under the Bankruptcy Code;
(b) advise Debtor on the conduct of its Chapter 11
proceeding;
(c) attend meetings and negotiate with representatives of
creditors, prospective purchasers and other parties;
(d) prepare pleadings; and
(e) appear before the court to represent the interest of
Debtor's estate.
The firm's hourly rates for attorneys and paraprofessionals who
will provide the services are as follows:
Rebecca R. DeMarb $425
G. Brian Brophy $325
Jeffery P. Phillips $340
Olivier Reiher $310
Non-Attorney Paraprofessionals $120
At the beginning of the case, the firm was holding a pre-bankruptcy
advanced fee deposit of $80,641.
DeMarb Brophy 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:
Rebecca R. DeMarb, Esq.
DeMarb Brophy, LLC
118 E. Washington Ave., Suite 300
Madison, WI 53703
Telephone: (608) 310-5500
Email: rdemarb@demarb-brophy.com
About NessAlla
NessAlla LLC, a company engaged in the business of beverage
manufacturing, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 20-11746) on July 6, 2020. At the
time of the filing, Debtor disclosed total assets of $850,688 and
total liabilities of $1,081,945. DeMarb Brophy LLC represents
Debtor as legal counsel.
NET ELEMENT: Regains Compliance with Nasdaq Listing Rule
--------------------------------------------------------
Net Element, Inc. received a deficiency letter from the Listing
Qualifications Department of The NASDAQ Stock Market on July 21,
2020, notifying the Company that, due to resignation of Mr. Howard
Ash from the Company's board, of directors, effective July 13,
2020, the Company no longer complies with Nasdaq's audit and
compensation committee requirement as set forth in Listing Rule
5605. In accordance with Nasdaq Listing Rule 5605(c)(4), the
Company has been provided until the earlier of the Company's next
annual shareholders' meeting or July 13, 2021, to regain compliance
with the Rule, or, if the Company's next annual shareholders'
meeting is held before Jan. 18, 2021, then the Company must
evidence compliance no later than Jan. 18, 2021.
The Staff letter stated that, in the event the Company does not
regain compliance by such date, Nasdaq rules require Staff to
provide written notification to the Company that its securities
will be delisted. At that time, the Company may appeal the
delisting determination to a NASDAQ Listing Qualifications Panel.
If the Company timely appeals, it would remain listed pending the
Panel's decision. There can be no assurance that, if the Company
does appeal the delisting determination by the Staff to the Panel,
that such appeal would be successful.
The Company regained compliance with the Rule on July 23, 2020 due
to the appointment of Mr. Todd Raarup to the board of directors of
the Company and as a member of the audit, compensation and
nominating and corporate governance committees of the Company's
board of directors.
Mr. Raarup was appointed as a director of the Company to fill the
vacancy from Mr. Ash's resignation. Mr. Raarup, who is 54 years
old, is an accomplished financial industry veteran. Mr. Raarup is
currently the CEO of Najarian Advisors, a registered investment
advisor he co-founded in 2017. From 2013, Mr. Raarup has been
serving as president of Symmetric Systems LLC. Prior to founding
Najarian Advisors, Mr. Raarup held a series of senior management
roles at Citigroup Global Equities and Knight Trading Group. From
2005 to 2012 he was Global Head of Trading Analytics and Technology
Strategy and Co-Head of Derivative Execution Services at Citigroup
Global Equities, which provided market access products to
institutional and broker-dealer customers. From 2000-2004, Mr.
Raarup was Head of Knight Execution Partners and Head of Options
Floor Trading at Knight Trading Group prior to that. From 1995 to
1999 he traded listed options for Arbitrade LLC, both on the CBOE
trading floor and in London. He started his career as a CBOE floor
trader for Mercury Trading from 1990 to 1994. Mr. Raarup graduated
in 1994 from the University of Chicago Booth School of Business
with an MBA in Analytical Finance and Econometrics. Mr. Raarup
received his B.A. degree in Economics and Religious Studies from
Gustavus Adolphus College.
The Board of Directors of the Company concluded that Mr. Raarup
should serve as a director of the Company in light of his
experience in the financial industry. Mr. Raarup was also
appointed to serve as a member of the Company's Audit, Compensation
and Nominating and Corporate Governance Committees. The Company's
Board of Directors determined that Mr. Raarup is an independent
director for purposes of the rules and regulations of the
Securities and Exchange Commission and under the applicable NASDAQ
listing standards, and that he has the other qualifications
required for service on the Company's Audit, Compensation and
Nominating and Corporate Governance Committees.
There have been no related party transactions between the Company
and Mr. Raarup, and there were no arrangements or understandings
between Mr. Raarup and any other person pursuant to which he was
selected as a director.
As a member of the Company's Audit Committee, Mr. Raarup will
receive an annual retainer of $5,000. As a member of the Company's
Nominating and Corporate Governance Committee, Mr. Raarup will
receive an annual retainer of $2,500. As a member of the Company's
Compensation Committee, Mr. Raarup will receive an annual retainer
of $2,500. Mr. Raarup will also receive a grant of shares of the
Company's common stock per year equal to such number of shares per
each such annual award that would equal $15,000 based on the
closing price of the Company's common stock on the date of each
such award, prorated for any partial calendar year for which a
director serves, which shares shall be accrued for time served as
director of the Corporation and shall vest on a quarterly basis
during the year of service. The Company will also reimburse Mr.
Raarup for all reasonable out-of-pocket expenses incurred in
connection with his attendance at meetings of the Board of
Directors and any committees thereof, including, without
limitation, travel, lodging and meal expenses.
About Net Element
Headquartered in North Miami Beach, Florida, Net Element, Inc.
(NASDAQ: NETE) -- http://www.NetElement.com/-- operates a
payments-as-a-service transactional and value-added services
platform for small to medium enterprise ("SME") in the U.S. and
selected emerging markets. In the U.S. it aims to grow
transactional revenue by innovating SME productivity services using
blockchain technology solutions and Aptito, its cloud-based,
restaurant and retail point-of-sale solution. Internationally, Net
Element's strategy is to leverage its omni-channel platform to
deliver flexible offerings to emerging markets with diverse
banking, regulatory and demographic conditions.
Net Element recorded a net loss attributable to the company's
stockholders of $6.46 million for the year ended Dec. 31, 2019,
compared to a net loss attributable to the company's stockholders
of $4.94 million for the year ended Dec. 31, 2018. As of March 31,
2020, the Company had $19.96 million in total assets, $17.13
million in total liabilities, and $2.83 million in total
stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, the Company's
auditor since 2015, issued a "going concern" qualification in its
report dated March 30, 2020 citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
NEW CITIES INVESTMENT: Gets Approval to Hire Real Estate Broker
---------------------------------------------------------------
New Cities Investment Partners, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Erik Christianson, a real estate broker at The Hoffman Company.
Mr. Christianson will handle the sales and marketing duties for
Debtor's real property located at 74351 Hovely Lane East Palm
Desert, Riverside County, Calif.
The broker will be compensated on a commission basis.
Mr. Christianson is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
Mr. Christianson can be reached at:
Erik Christianson
The Hoffman Company
18881 Von Karman Avenue, Suite 150
Irvine, CA 92612
Telephone: (949) 553-2020
Email: echristianson@hoffmanland.com
About New Cities Investment Partners
New Cities Investment Partners, LLC is engaged in activities
related to real estate. The company owns a vacant real property
located in Palm Desert, Calif.
New Cities Investment Partners sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-52584) on Dec.
23, 2019. The petition was signed by Lee E. Newell, chief
executive officer of New Cities Land Company, Inc., Debtor's
manager. At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge M. Elaine Hammond oversees the case.
Debtor has tapped MacDonald Fernandez LLP as its legal counsel and
Hayashi Wayland Accounting & Consulting, LLP as its accountant.
Debtor filed its Chapter 11 plan of reorganization and disclosure
statement on March 20, 2020.
NEW EMERALD: Aug. 11 Auction of Substantially All Assets Set
------------------------------------------------------------
Judge Edward Morris of the U.S. Bankruptcy Court for the Northern
District of Texas authorized New Emerald Energy LLC's bidding
procedures in connection with the Auction sale of substantially all
assets.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 6, 2020 at 5:00 p.m. (CT)
b. Initial Bid: The initial Overbid, if any, will provide for
total consideration to the Debtor of an aggregate value that
exceeds the value of the consideration under the Starting Bid by an
incremental amount that is not less than the sum of 1% of the
purchase price contained in the Modified PSA.
c. Deposit: 10% of the purchase price
d. Auction: The Auction will take place on Aug. 11, 2020 at
10:00 a.m. (CT) at the offices of Dykema Gossett PLLC, Comerica
Bank Tower 1717 Main Street, Suite 4200 Dallas, Texas 75201 or by
videoconference or teleconference, or at such other place and time
as the Debtor will notify all Qualified Bidders, and all other
parties entitled to attend the Auction.
e. Bid Increments: TBA
f. Sale Hearing: Aug. 18, 2020 at 9:30 a.m. (CT)
g. Sale Objection Deadline: Aug. 12, 2020 at 5:00 p.m. (CT)
h. Each Lender holds an allowed, secured claim against the
Debtor's estate equal to the Debtor's outstanding debt obligations
(including accrued interest) owed to each Lender pursuant to the
Prepetition Credit Agreement. Any credit bid by the Lenders will
be a joint credit bid.
The form of Sale Notice is approved. By July 28, 2020, the Debtor
will file and serve the Sale Notice upon the Sale Notice Parties.
The form of Post-Auction Notice is approved. As soon as
practicable upon the conclusion of the Auction, if any, and in any
event by Aug. 14, 2020, the Debtor will file on the Court's docket
the Post-Auction Notice, and serve as soon as practicable the
Post-Auction Notice on such parties.
On July 28, 2020, the Debtor will (a) serve the Assumption Notice
on each counterparty to an executory contract or unexpired lease
that the Debtor might propose to assume and assign in connection
with the Transaction; and (b) file with the Court the Designated
Contracts List, which will include the Cure Cost.
The Assumption Notice is approved. The Contract Objection Deadline
is Aug. 12, 2020 at 5:00 p.m. (CT).
The Order will constitute the findings of fact and conclusions of
law and will take immediate effect upon its entry. Notwithstanding
Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or otherwise, the
Court, for good cause shown, orders that the terms and conditions
of the Order will be immediately effective and enforceable upon its
entry.
A copy of the Bidding Procedures is available at
https://tinyurl.com/yxvda6z2 from PacerMonitor.com free of charge.
About New Emerald Energy
New Emerald Energy LLC, a Fort Worth, Texas-based company engaged
in drilling oil and gas wells, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-41754) on May
14, 2020. At the time of the filing, the Debtor was estimated to
have assets of between $10 million and $50 million and liabilities
of the same range. Judge Edward L. Morris oversees the case.
Dykema Gossett, PLLC, is the Debtor's legal counsel.
NORTHWEST CO: Aug. 5 Auction of Substantially All Assets Set
------------------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York authorized the bidding procedures of
The Northwest Co., LLC and The Northwest.com, LLC in connection
with the sale of substantially all assets to Cathay Home, Inc. for
$27.96 million, subject to overbid.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 3, 2020, at 4:00 p.m. (ET)
b. Initial Bid: Has a value greater than the sum of (i) the
Purchase Price, (ii) the Purchaser Expenses, and (iii) $250,000
c. Deposit: 10% of the Purchase Price
d. Auction: Aug. 5, 2020 at 10:00 a.m. (ET) is the date and
time the Auction, if one is needed. It will be held at the offices
of counsel to the Debtors, Sills Cummis & Gross, P.C., 101 Park Ave
28th floor, New York, NY 10178, or such other place and time and
manner (including via video or any similar manner) as the Debtors
will notify all Qualified Bidders that have submitted Qualified
Bids (including the Stalking Horse Bidder) and the Committee and
its counsel.
e. Bid Increments: $100,000
f. Sale Hearing: Aug. 7, 2020, at 11:00 a.m. (ET)
g. Sale Objection Deadline: July 31, 2020, at 4:00 p.m. (ET)
h. Bid Protections: $150,000 cap
The Bid Protections described in the Bidding Procedures and Motion
and set forth in the Stalking Horse Agreement are approved as set
forth in the Stalking Horse Agreement.
The Sale Notice is approved. No later than 5:00 p.m. on July 24,
2020, the Debtors will cause the Sale Notice to be served on all
Sale Notice Parties.
The procedures regarding the assumption and assignment of the
executory contracts proposed to be assumed by the Debtors are
approved. The Assumption and Assignment Service Deadline is no
later than 5:00 p.m. on July 24, 2020. The Cure Objection Deadline
is 5:00 p.m. (EDT) on Aug. 3, 2020.
Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order are immediately effective and enforceable upon its
entry.
A copy of the APA and the Bidding Procedures is available at
https://tinyurl.com/y67txqrh from PacerMonitor.com free of charge.
About The Northwest Company
The Northwest Company LLC and The Northwest.com LLC are
manufacturers and sellers of branded home textiles, throws and
blankets. Their products are sold through major national retailers
and on-line channels. They operate from their showroom in midtown
Manhattan as well as corporate offices in Roslyn, N.Y. and
Bentonville, Ark. The Debtors also maintain a sourcing office in
Shanghai, China and operate a weaving facility in Ronda, N.C. For
more information, visit www.thenorthwest.com.
Northwest Company and Northwest.com sought protection under
Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-10990)
on April 18, 2020.
At the time of the filing, Northwest Company had estimated assets
of between $10 million and $50 million and liabilities of between
$50 million and $100 million.
Judge Michael E. Wiles oversees the cases.
Debtors tapped Sills Cummis & Gross, P.C., as bankruptcy counsel;
Clear Thinking Group, LLC, as financial advisor; Omni Agent
Solutions as claims, noticing and balloting agent; and MMG
Advisors, Inc., as investment banker.
NRG ENERGY: Moody's Affirms Ba1 CFR, Outlook Positive
-----------------------------------------------------
Moody's Investors Service affirmed NRG Energy, Inc.'s corporate
family rating of Ba1 with a positive outlook. Moody's also affirmed
the ratings on all of NRG's outstanding debt, including the Ba2
rating on senior unsecured bonds, Baa3 rating on senior secured
bonds with fall-away security provisions, and Baa2 rating on senior
secured bonds without the fall-away feature. NRG's SGL-1
speculative grade liquidity rating is unchanged. See the rating
list below for the complete detail of all the rating actions.
RATINGS RATIONALE
The rating affirmation follows NRG's announcement that it will
acquire Centrica plc's (Baa2 stable) retail, trading and marketing
subsidiary Direct Energy LP for $3.6 billion. NRG expects the
transaction to close in the fourth quarter of this year, and the
purchase will be funded initially with $2.36 billion debt and $0.75
billion of preferred shares. NRG has committed to reduce this
additional leverage and meet its previously targeted net debt to
EBITDA ratio of 2.5x to 2.75x by the end of 2021. Its expectation
that NRG management will meet its commitment to reduce its leverage
ratio is a key driver of the rating affirmation and the maintenance
of a positive outlook and is an important corporate governance
consideration.
"The acquisition of Direct Energy will raise NRG's business risk,
but not enough to knock it off its trajectory towards an
investment-grade rating", said Toby Shea VP -- Senior Credit
Officer., "However, any consideration of an upgrade will only occur
after NRG has paid down the additional debt incurred as a result of
the acquisition."
NRG's credit quality reflects that of a large, diversified merchant
power company with a highly profitable retail supply segment and
relatively low leverage of 2.5x to 2.75x debt to EBITDA, which will
temporarily increase when this transaction closes later this year.
Based on the company's guidance for 2020, NRG will generate about
$2 billion of EBITDA, with its generation business and retail
business contributing about an equal amount. NRG's business
activity is currently concentrated in Texas, contributing about 70%
of its EBITDA. Acquiring Direct Energy will reduce this Texas
concentration to 60%, a credit positive.
Within the retail business, NRG sells to both mass customers
(predominantly residential) and large commercial and industrial
customers, but mass customers account for vast majority (>90%)
of the EBITDA. Adding Direct Energy will likely add about $400
million of EBITDA to NRG's retail operation. However, less
profitable C&I retail customers comprise a more substantial share
of Direct Energy's retail business -- at about 40%.
NRG's generation business is more volatile than its retail
operations. The asset base is comprised mainly of older gas and
coal power plants that are environmentally undesirable and have a
poor cost position. Nevertheless, these assets are important to NRG
because they vastly reduce the amount of trade collateral required
for the retail operation. NRG has some generation in excess of its
retail load that may be used to serve Direct Energy's retail load.
However, the match is imperfect as Direct Energy will add retail
load in Texas and Alberta, Canada, where NRG currently does not
have excess generation.
Direct Energy has an energy asset management business that will, in
its view, represent a step increase in NRG's business risk
associated with wholesale trading. Even though the business will
represent less than 5% of NRG's total EBITDA, the trading risk
involved will be disproportionately more significant. In this
business, utilities and plant owners outsource their plant
operation to Direct Energy under asset management agreements. The
associated trading risk arises when Direct Energy uses the market
insight gained as a plant operator to try to turn a profit by
taking a trade position.
The rapid spread of the coronavirus outbreak, severe global
economic shock, low oil prices and asset price volatility are
creating a severe and extensive credit shock across many sectors,
regions, and markets. The combined credit effects of these
developments are unprecedented. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. However,
Moody's does not consider the impact of the coronavirus outbreak to
be a material credit driver for NRG.
Moody's expects the ongoing effects of coronavirus outbreak and low
oil prices to be manageable for NRG. The company has indicated that
lower demand and uncollectable bills may amount to $50 million for
2020. Moody's generally expects the business environment to recover
close to normal in 2021. Forward power prices for 2021 have also
held up thus far, an important credit consideration.
As events related to the coronavirus continue, Moody's is taking
into consideration a wider range of potential outcomes, including
more severe downside scenarios. The effects of the pandemic could
result in financial metrics that are weaker than expected; however,
Moody's sees these issues as temporary and not reflective of the
long-term financial or credit profile of NRG.
Liquidity
NRG's SGL-1 speculative liquidity rating reflects very good
liquidity. The company is expected to have the capacity to meet its
obligations over the coming 12 months through internal resources
without relying on external sources of committed financing.
Moody's expects NRG to produce more than $1 billion of free cash
flow over the next 12 months, not including any additional free
cash flow from Direct Energy. The company continues to possess good
external liquidity with full availability on its $2.6 billion
secured revolving credit facility. The revolving credit facility,
which expires in May 2024, contains a material adverse change
clause for new borrowings, a credit negative.
NRG has financial covenants in its revolving credit facilities and
term loan that require the company to maintain a corporate debt to
EBITDA ratio of 4x or below and an interest coverage ratio of
1.75x. Because these ratios are calculated to only cover secured
debt, NRG is in compliance and should not have any problem meeting
these requirements even in light of the Direct Energy acquisition.
Excluding non-recourse maturities, NRG does not have any major debt
maturities until 2024, when $600 million of senior secured notes
are due.
NRG has indicated that it will obtain another $3.5 billion of
liquidity facilities, including cash-collateralized credit
facilities, that can only be used to issue letters of credit, to
account for the operational needs of Direct Energy. This amount is
sized conservatively and Moody's expects NRG to pare it down after
it has the opportunity to integrate Direct Energy's operations and
rationalize its trading relationships.
Rating Outlook
NRG's positive outlook reflects management's commitment to bring
its net debt to EBITDA ratio back to 2.5x to 2.75x by the end of
2021. It considers its expectation that the company will continue
its financial deleveraging and risk management strategy over the
next 18 months as it digests the Direct Energy acquisition. The
positive outlook also incorporates the favorable forward power
price environment in Texas and the limited impact of the
coronavirus pandemic on NRG.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that Could Lead to an Upgrade
Moody's could consider an upgrade of NRG to investment grade should
the company meet its 2.5x to 2.75x net debt to EBITDA target and
sustain a CFO pre-WC to debt ratio of 24% or above.
Factors that Could Lead to a Downgrade
Moody's could consider stabilizing the outlook or taking a negative
rating action if
- the company fails to meet its target debt leverage ratios
- the integration of the Direct Energy acquisition is poorly
executed, or
- trading or other risks at Direct Energy turn out to be higher
than Moody's expects
A downgrade is also likely should its CFO pre-WC to debt ratio fall
below 18%.
Company Profile
NRG Energy, Inc. is a major energy provider headquartered in
Princeton, NJ. The company provides electricity, natural gas and
other energy solutions to more than 3.7 million residential, small
business, and commercial and industrial customers through its
various brands and 22.8 GW of generating capacity.
Affirmations:
Issuer: NRG Energy, Inc.
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba1-PD
Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5)
Senior Secured Regular Bond/Debenture, Affirmed Baa3 (LGD2)
Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2)
Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency
Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2)
Issuer: Chautauqua Co. Capital Resource Corp., NY
Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2)
Issuer: Delaware Economic Development Authority
Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2)
Issuer: Fort Bend County Industrial Development Corp
Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2)
Issuer: Sussex (County of) DE
Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2)
Issuer: Texas City Industrial Development Corp., TX
Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2)
Outlook Actions:
Issuer: NRG Energy, Inc.
Outlook, Remains Positive
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
NRG ENERGY: S&P Upgrades ICR to 'BB+' on Improved Credit Metrics
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating and senior
unsecured debt rating on NRG Energy Inc. (NRG) to 'BB+' from 'BB'.
The outlook is stable.
The upgrade reflects successful cost-cutting initiatives and
resiliency in performance under stressed market conditions in the
wake of the pandemic. S&P's upgrade reflects NRG's improved credit
metrics, as reflected in its net debt-to-EBITDA ratio and adjusted
funds from operations (FFO) to debt ratio of about 3.2x and about
25%, respectively (S&P's ratios are weaker than the company's
calculations due to imputed debt adjustments, as well assumptions
of lower power prices). Through its business transformation plan,
NRG has successfully cut costs and improved its operational
flexibility while enhancing its resilience in the face of weaker
wholesale power pricing.
S&P's credit assessment of the retail-wholesale power platform has
thus far assumed that companies with an integrated model have not
been tested enough, in the form of extreme weather, or a secular
decline in demand in recessionary conditions, where the efficacy of
the integration is tested. For instance, in a recession S&P expects
both wholesale power prices/volumes and retail power margins to
decline, especially if the weather also doesn't cooperate. S&P also
felt it unlikely that a capital-lite model providing a consumer
non-discretionary service, such as electricity, will go
uncontested. However, incumbent players such as NRG Energy have not
only been able to maintain but increase their market share. It also
appears that the drop in demand because of COVID-19 has been
moderate thus far. While S&P expects power demand, especially in
the small commercial and industrial (C&I) segment, to decline
compared with last year, it has been more resilient than sectors
such as oil and gas, midstream, and refining.
The business risk of NRG remains fair but has improved. S&P's
current assessment of NRG's stand-alone business risk profile
remains fair, reflecting its fundamental exposure to volatile
commodity markets, balanced by a hedging program and the company's
efforts to reduce the influence of wholesale power volatility on
its cash flows. The fair business position results from S&P's
assessment of the company's scale, scope, and diversity as adequate
while the rating agency's assessment of operating efficiency is
still adequate/weak, even as NRG's business transformation plan has
improved operating efficiency and created a leaner cost structure.
This is because NRG's relatively older generation fleet has
continually shifted right on the power dispatch stack (i.e. has
been affected disproportionately by newer, more efficient,
supply).
However, S&P has revised its assessment of NRG's competitive
advantage to adequate from adequate/weak. This assessment
incorporates S&P's view of its retail product development and
segmentation, the company's ability to differentiate its products
and receive a premium for its offerings, and other factors like the
ability to increase and sustain market share despite competition
from flanker and attacker brands. While S&P considers the company's
stand-alone business risk position at the higher end of the fair
category, for the rating agency's assessment of NRG's business risk
profile to strengthen, we'd need to see some evidence that
wholesale power prices and capacity market conditions would
stabilize and the retail load-to-generation match would continue to
remain balanced within an acceptable range.
Wholesale power market risks have intensified while retail power
continues to perform strongly. In most markets, the power demand
forecast continues to be revised lower (even before COVID-19
struck) and the markets remain well supplied as new renewables come
on line to offset retired facilities. As a result, market heat
rates have been under pressure. For instance, implied heat rates in
the Pennsylvania-Jersey-Maryland (PJM) Interconnection have
contracted by 10% over the forward curve. At a high level, S&P
thinks these declines reflect some combination of lower natural gas
prices and a mild start to recent summers that weighed on prompt
prices, which then cascaded out onto the forward curve. In
addition, prices fell because fewer generating assets than the
markets expected were retired. All of this has led to forward
curves in backwardation, exacerbated by a lack of liquidity in out
years.
Energy margins currently account for about 75% of NRG's wholesale
generation margins, but it still produces about 42% of its
wholesale energy margins from coal-fired assets (30 terawatt hours
[TWh]). S&P is interested in the performance of the company's
Midwest fleet, where it expects weaker margins. S&P also sees the
possibility of plant closures in the region. However, over the past
two years, NRG's retail power business has contributed to lower
volatility and higher cash flow conversion (about 65% in 2019) than
S&P anticipated. With the acquisition of power retailers like Xoom
Energy LLC and Stream Energy, NRG is continuing its strategy of
load matching, which aims to help stabilize cash flows even in
periods of lower power prices."
Due to the expansion of its retail power business, backwardated
wholesale margins, and S&P's expectations of additional plant
closures, it expects NRG's retail business to account for about 75%
of the stand-alone company's aggregate EBITDA by 2023, up from 47%
in 2019.
A growing retail business does mean that the load-to-generation
match could become skewed. Compared with about 60 TWh of expected
load in ERCOT, NRG has only about 40 TWh of economic generation
(i.e. generation that routinely supports retail load). To mitigate
the risks of getting caught short, the company also owns generation
with the ability to flex up (typically with its out-of-market
peaking gas-fired units) or by buying supply on the open market.
Based on S&P's estimates, NRG is about 2 gigawatts (GW) short in
ERCOT (12 GW load compared with 10 GW of generation) in the peak
summer periods. Recognizing that need, the company has already made
one request for offer (RFO) for renewable power purchase agreement
(PPAs) (and contracted 1.5 GW) and has announced another RFO in May
2020. S&P thinks that NRG will have to pivot some to either
self-generate or procure power to match the growth in retail
because its generation assets continue to wane. Due to even weaker
prices in shoulder months in 2020, S&P expects the company's
economic generation to be only about 52 TWh compared with nearly 59
TWh in 2019.
Impact of the transaction
NRG has announced plans to acquire Direct Energy, LP, a North
American, wholly owned subsidiary of U.K. domiciled, Centrica PLC.
Direct's North American Home (NAH) mass retail portfolio would add
nearly 2 million residential power and gas customers in NRG's core
ERCOT (600,000) and East markets (1.2 million). An additional about
900,000 regulated and competitive customers (625,000 and 275,000,
respectively) in Canada would create seasonal product diversity
(e.g., winter natural gas heating). Similarly, Direct's North
American Business (NAB) is a gas and power platform with operations
in over 27 states in the U.S., and six provinces in Canada. NAB
delivers about 775 bcf of gas annually, operates over 80 interstate
pipelines, about 80 TWh of power and also manages about 13 GW of
generation assets (energy management agreements, fuel management,
PPAs etc.). It has 0.9 million retail power customers in Canada and
575,000 homes services customers.
Transaction will re-leverage the company but business risk of the
pro forma company will improve.The $3.625 billion transaction is
being funded with only about $660 million of cash and $750 million
of perpetual convertible preferred equity. The transaction is fully
backstopped by a 364-day secured bridge facility including
incremental liquidity needs.
Based on announcements to date, and against the run of play and the
company's stated strategy of deleveraging to a net debt to EBITDA
of 2.75x, the transaction increases leverage level to an estimated
3.75x (including imputed debt for leases, ARO, pensions, and
non-executory obligations) at close. S&P views the higher debt
leverage as negative for credit because it expose lenders to
execution risks, such as successful extraction of acquisition
synergies, and ability to increase value margin. It would also
place the pro forma company at the higher end of the significant
financial risk profile category. NRG's management believes that for
an asset and capital lite business that generates substantial free
cash, financing the transaction with a higher proportion of equity
will over-equitize the transaction. It has, instead, committed to
deleveraging the balance sheet with excess cash flow in 2021, which
S&P estimates as a commitment of $1 billion.
S&P sees the following as salient credit drivers:
Transformational transactions of this size are few and far between.
The acquisition does not come cheap (about 7x EBITDA, net of cash
collateral purchased) but this is a large retail platform that does
not come by often. Growth in retail is typically organic, or
through smaller roll ups that are typically acquired at 8x-9x
EBITDA multiple, and often higher. Direct is the third-largest
brand in the U.S. and has a meaningful presence in ERCOT, the
largest retail market. It also expands NRG's footprint in the east
and better matches its generation in that region. At the same time,
the transaction expands NRG's operations in wholesale and retail
natural gas management and transportation, and in Canada, where it
does not have meaningful presence. Assimilating these businesses
would take time.
The company has increasing scale and geographic diversity. A
successful acquisition of Direct Energy would shift pro forma NRG's
aggregate EBITDA decisively to retail power (to 56% from 47%).
Growth of the capital light retail segment has the potential of
increasing NRG's cash conversion further and improve its
profitability to above average compared with industry peers. The
transaction more than doubles retail mass platform to serve
approximately 7 million customers combined.
There is opportunity for operating synergies. NRG has identified
about $300 million of run-rate synergies leveraging on its past
track record in assimilating Stream, Xoom Energy, and the
successful execution of its internal transformational plan. NRG has
largely achieved about 35%-40% of total operating cost reductions
in these three prior instances. S&P typically allowa no more than
65%-70% of projected transaction synergies. Also, while the
transaction is at an estimated 7x EBITDA multiple, over a
three-year period, synergies have the potential to lower the
purchase multiple to 5x.
The company has an increasingly short generation position in its
retail-to-wholesale matching. S&P estimates that Direct's load
could add a further 4 GW to NRG's retail position in ERCOT. As a
result, the pro forma company will either seek more renewable
PPAs—which could increase its operating leverage, or enter
tolls/HRCO/structured obligations to secure generation
capacity--which S&P will consider as non-executory contracts that
will typically result in debt imputation of the demand charges.
There are large initial collateral and letter of credit posting
requirements. The nature of gas supply business requires margining
and collateral requirements. Direct Energy has historically
provided its margin requirements through parental guarantee, which
will need to convert to letters of credit given NRG is a
sub-investment grade credit. The company estimates these
requirement at a maximum of $2.1 billion on Direct Energy's current
portfolio and operations. Posted L/C for power hedging and other
purposes are in addition to this amount.
There is an incentive to deleverage. A business that requires high
use of static margins is operated more effectively and efficiently
with an investment grade balance sheet. As a result, S&P believes
that the company has an incentive to deleverage to improve credit
quality and stride toward its investment grade aspirations.
As the transaction has not closed, S&P's outlook covers only the
stand-alone company. The stable outlook on stand-alone NRG
operations reflects S&P's expectation of run-rate debt to EBITDA of
about 3.20x improving to below 3.00x. Similarly, S&P expects
adjusted FFO to debt to be about 25%. S&P anticipates that NRG will
continue to reap the benefits of its margin enhancement strategy
and will cut costs in line with its expectations and the proportion
of its retail business will continue to grow to 75% of overall
EBITDA by 2023 compared with 50% in 2019.
While S&P expects the transaction to increase overall leverage to
an estimated 3.75x at close, an expected improvement in the
business risk profile of the company, and commitments to
deleveraging through 2021 moderate the impact of the leverage on
credit quality.
S&P could upgrade the stand-alone company if adjusted FFO to debt
of the company improved to about 28% consistently or if net debt to
EBITDA declined below 2.5x consistently on an adjusted basis. S&P
notes that NRG's performance through COVID-19 has demonstrated that
absolute volatility in cash flow has decreased due to the
integrated platform. While operational improvements and the
integrated strategy that results in lower volatility might be the
primary reasons behind an upgrade, stronger market dynamics such as
a secularly improved capacity market or continued scarcity events
in Electric Reliability Council of Texas (ERCOT) will also assist
an upgrade. As load to generation becomes better matched, S&P could
revise the stand-alone company's business risk to satisfactory,
which could contribute to improved ratings as net debt to EBITDA
declines below 2.75x. When the transaction closes, S&P's financial
ratios triggers for the pro forma company would reflect the higher
leverage and any improvement in NRG's business risk profile at
close.
S&P could lower the ratings on the stand-alone NRG if its corporate
level FFO-to-debt measures declined consistently below 20% or debt
to EBITDA increased above 3.5x consistently. This could stem from
demand decimation that affects both the retail and wholesale
businesses or some combination of lower natural gas prices,
increasing renewable proliferation, and seasonally mild weather
that weighs on power prices. S&P will reset its downgrade triggers
at transaction close.
Environmental risks dominate S&P's ESG assessment of NRG. The
company has less than 25% of revenues derived from coal-fired
assets. NRG's past acquisitions did not preclude ownership in
coal-fired generation (GenOn and Edison Mission) but it
subsequently took steps to mitigate its coal-fired exposure,
including converting many of its units from coal to gas. The
company also piloted the world's largest carbon sequestration
facility (Petra Nova) at its Parish facility. Still, despite the
power industry's shift toward renewables, NRG has largely exited
this space, initially in residential solar (where it was arguably
struggling), but also by selling the former NRG Yield Inc. The
company continues to pivot toward retail and has procured its
recent power needs through renewable PPAs.
OPTION CARE: Receives $119 Million Proceeds from Stock Offering
---------------------------------------------------------------
Option Care Health, Inc., entered into an underwriting agreement
with BofA Securities, Inc., as representative of the underwriters,
and HC Group Holdings I, LLC (Selling Stockholder), relating to an
underwritten public offering of 18,000,000 shares of the Company's
common stock, par value $0.0001 per share, at a price to the public
of $12.50 per share, consisting of 10,000,000 shares of Common
Stock issued and sold by the Company and 8,000,000 shares of Common
Stock sold by the Selling Stockholder. Under the terms of the
Underwriting Agreement, the Selling Stockholder granted the
Underwriters an option to purchase up to an additional 2,700,000
shares of Common Stock at the public offering price within 30 days
from the date of the Underwriting Agreement. The Offering closed
on July 24, 2020.
The Securities were sold pursuant to a registration statement on
Form S-3 (File No. 333-239504) that was filed by the Company with
the Securities and Exchange Commission on June 26, 2020 and became
effective on July 8, 2020, a prospectus included in the
Registration Statement and a prospectus supplement, dated
July 21, 2020 and filed with the SEC on July 23, 2020.
The Company received net proceeds from the Offering of
approximately $119 million, after deducting underwriting discounts
and commissions and estimated offering expenses payable by the
Company. The Company intends to use the net proceeds of the
Offering to repay a portion of its senior secured second lien PIK
toggle floating rate notes due 2027. The Company issued a notice
of partial redemption of the Second Lien Notes pursuant to which
the Company will redeem $125 million principal amount of the Second
Lien Notes on Aug. 6, 2020 for a redemption price equal to 102% of
the principal amount thereof, plus accrued and unpaid interest to,
but not including, the redemption date. The Company will not
receive any of the proceeds from the sale of the Secondary
Securities by the Selling Stockholder.
The Underwriting Agreement contains customary representations,
warranties, covenants and indemnification obligations of the
Company, the Selling Stockholder and the Underwriters, including
for liabilities under the Securities Act of 1933, as amended, and
other obligations of the parties.
In addition, pursuant to the terms of the Underwriting Agreement,
(i) the Company's executive officers and directors have entered
into "lock-up" agreements with the Underwriters, which generally
prohibit the sale, transfer or other disposition of securities of
the Company for a 45-day period, subject to certain exceptions, and
(ii) the Selling Stockholder has entered into substantially the
same "lock-up" agreements with the Underwriters, which prohibit the
sale, transfer or other disposition of securities for a 45-day
period, subject to certain exceptions.
About Option Care Health
Option Care Health is an independent provider of home and alternate
site infusion services. With over 5,000 teammates, including
approximately 2,900 clinicians, the Company works to elevate
standards of care for patients with acute and chronic conditions in
all 50 states. Through its clinical leadership, expertise and
national scale, Option Care Health is reimagining the infusion care
experience for patients, customers and employees.
Option Care recorded a net loss of $75.92 million for the year
ended Dec. 31, 2019, compared to a net loss of $6.11 million for
the year ended Dec. 31, 2018. For the three months ended March 31,
2020, the Company recorded a net loss of $19.91 million.
PAPER STORE: Aug. 26 Auction of Substantially All Assets Set
------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized the bidding procedures
proposed by The Paper Store, LLC and TPS Holdings, LLC in
connection with the sale of substantially all assets to TPS
Acquisition Co., LLC, subject to overbid.
A telephonic hearing on the Motion was held on July 23, 2020 at
2:00 p.m.
The sale will be free and clear of liens, claims and encumbrances.
The Form APA is approved, and will be the baseline Purchase
Agreement against which bids may be compared.
The procedures for the assumption and assignment of assumed
executory contracts and unexpired leases as set forth in the Motion
and the Bidding Procedures are approved.
The Sale Notice and the Cure Notice are approved.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 24, 2020 at 5:00 p.m. (EDT)
b. Initial Bid: TBD
c. Deposit: 10% of the proposed Purchase Price
d. Auction: The Auction, if necessary, will be held on Aug.
26, 2020 at 10:00 a.m. (EDT) at a virtual meeting by electronic
means at the offices of Mintz Levin Cohn Ferris Glovsky and Popeo,
P.C., One Financial Center, Boston, MA 02111, or at such other
location or by such other means as will be timely communicated to
all entities entitled to attend the Auction.
e. Bid Increments: To be established by the Debtor at the
hearing
f. Sale Hearing: Aug. 31, 2020 at 10:30 a.m. (EDT)
g. Sale Objection Deadline: Aug. 24, 2020 at 5:00 p.m. (EDT)
h. Any party with a valid, properly perfected security
interest in any of the Purchased Assets may credit bid for such
Purchased Assets in connection with the Sale.
The Debtors are authorized, in their discretion and after
consultation with the Consultation Parties, to agree that a Bid
made by a Qualified Bidder that is not comprised, in whole or in
part, directly or indirectly, of any "insider" of a Debtor will be
afforded stalking horse status and protections consisting of a
break-up fee and expense reimbursement in an amount not to exceed
in the aggregate 2.5% of the proposed bid's cash Purchase Price.
The Debtors are authorized to pay the Break-Up Fee (if any) to the
Stalking Horse Bidder as provided in the Bidding Procedures and
without further order of the Court in the event that such Break-Up
Fee (if any) is payable under any agreement between the Debtors and
the Stalking Horse Bidder.
The Debtors shall, within one business day after the entry of the
Order, file with the Court and serve a copy of the Sale Notice on
the Sale Notice Parties. The Debtors will file with the Court and
serve the Cure Notice (along with a copy of the Order) upon each
counterparty to the Assumed Contracts by no later than July 24,
2020.
Notwithstanding the possible applicability of Bankruptcy Rules
6004, 6006, 7062, 9014, or otherwise, the Order will be immediately
effective and enforceable upon its entry.
A copy of the Bidding Procedures is available at
https://tinyurl.com/y2doymf3 from PacerMonitor.com free of charge.
About The Paper Store
The Paper Store, LLC -- http://www.thepaperstore.com/-- is a
family owned and operated specialty gift retailer, with 86 stores
in seven states and an e-commerce business. The retail locations
feature merchandise comprising fashion, accessories, spa, home
decor, stationery, jewelry, sports and more, from well-regarded
brands such as Vera Bradley, Lilly Pulitzer, Godiva, 47 Brands,
Alex and Ani, Life is Good, Vineyard Vines, and Sugarfina. The
Debtors are a proud Hallmark greeting cards partner.
The Paper Store, LLC (Bankr. D. Mass. Case No. 20-40743), as the
Lead Debtor, and its affiliate TPS Holdings, LLC (Bankr. D. Mass.
Case No. 20-40745) sought Chapter 11 protection on July 14, 2020.
In the petition signed by CRO Don Van der Wiel, the Paper Store was
estimated to have assets in the range of $10 million to $50
million, and $50 million to $100 million in debt.
Judge Christopher J. Panos is assigned to the case.
The Debtors tapped Paul J. Ricotta, Esq., Kevin J. Walsh, Esq., and
Timothy J. McKeon, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. as counsel.
G2 Capital Advisors serves as the Debtors' Restructuring Advisor,
SSG Capital Advisors as their Investment Banker, and Verdolno &
Lowet, P.C., as their Accountant, and Donlin, Recano & Co., Inc. as
their Claims & Noticing Agent.
PARLIAMENT PARTNERS: Hires Shuker & Dorris as Counsel
-----------------------------------------------------
Parliament Partners, Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Shuker & Dorris,
P.A., as counsel to the Debtor.
Parliament Partners requires Shuker & Dorris to:
a. advise the Debtor as to its rights and duties in the
bankruptcy case;
b. prepare pleadings related to the bankruptcy case, including
a disclosure statement and a plan of reorganization; and
c. take any and all other necessary action incident to the
proper preservation and administration of the estate.
Shuker & Dorris will be paid at these hourly rates:
Attorneys $600
Paraprofessionals $105
Prior to the commencement of the bankruptcy case, the Debtor paid
an advance fee of $45,068.
Shuker & Dorris will also be reimbursed for reasonable
out-of-pocket expenses incurred.
R. Scott Shuker, partner of Shuker & Dorris, P.A., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Shuker & Dorris can be reached at:
R. Scott Shuker, Esq.
SHUKER & DORRIS, P.A.
121 S. Orange Avenue, Suite 1120
Orlando, FL 32801
Tel: (407) 337-2060
E-mail: rshuker@shukerdorris.com
About Parliament Partners
Parliament Partners, Inc. -- http://www.parliamenthouse.com/--
owns and operates Parliament House, a resort and entertainment
complex in Orlando, Florida.
The Debtor previously sought bankruptcy protection on July 25, 2014
(Bankr. M.D. Fla. Case No. 14-08503).
Parliament Partners, Inc., based in Orlando, FL, filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 20-03784) on July 2, 2020. In
the petition signed by Donald Granatstein, president, the Debtor
was estimated to have $1 million to $10 million in both assets and
liabilities. SHUKER & DORRIS, P.A., serves as bankruptcy counsel
to the Debtor in the present case.
PIER 1 IMPORTS: $20.1M Sale of Intellectual Property Assets Okayed
------------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Pier 1 Imports, Inc. and
affiliates to sell intellectual property assets to Pier 1 Imports
Online, Inc. for $20,075,000, cash, plus or minus, as applicable,
the Tax Apportionment Amount, pursuant to their Asset Purchase
Agreement, dated July 1, 2020.
The sale is free and clear of all Interests. All holders of
Interests are adequately protected by having their Interests attach
to the proceeds ultimately attributable to the Acquired Assets.
The Acquired Assets sold pursuant to the Purchase Agreement to the
Purchaser are being sold "as is, where is," without any
representations or warranties from the Debtors as to the quality or
fitness of such assets for either their intended or any other
purposes.
The proceeds of the sale of the Acquired Assets will be subject to
the distribution procedures as provided in the Plan.
Unless otherwise agreed to by Comenity Bank in a separate written
agreement with the Debtors and the Purchaser, upon the Closing
Date, the My Pier 1 Rewards Credit Cards offered by Comenity to
qualifying Pier 1 customers will not be accepted for any purchases
or returns through or related to the ecommerce platform, online web
business, or any online sales or return channels maintained by the
Debtors or the Purchaser immediately following the Closing Date.
The Sale Order constitutes a final order within the meaning of 28
U.S.C. Section 158(a). Notwithstanding any provision in the
Bankruptcy Rules to the contrary, the terms of the Order will be
immediately effective and enforceable upon its entry and not
subject to any stay, notwithstanding the possible applicability of
Bankruptcy Rules 6004(h), 6006(d) or otherwise.
The automatic stay imposed by section 362 of the Bankruptcy Code is
modified to the extent necessary to implement the provisions of the
Purchase Agreement, any Related Document, and the Sale Order.
A copy of the APA is available at https://tinyurl.com/yxqhbkx6 from
PacerMonitor.com free of charge.
About Pier 1 Imports
Founded with a single store in 1962, Pier 1 Imports, Inc. (OTCPK:
PIRRQ) -- http://www.pier1.com/-- is a leading omni-channel
retailer of unique home decor and accessories. Its products are
available through approximately 930 Pier 1 stores in the U.S. and
online at pier1.com.
Pier 1 Imports and seven affiliates sought Chapter 11 protection
(Bankr. E.D. Va. Lead Case No. 20-30805) on Feb. 17, 2020, to
pursue a sale of the assets.
Pier 1 Imports disclosed $426.6 million in assets and $258.3
million in debt as of Jan. 2, 2020.
Judge Kevin R. Huennekens oversees the cases.
A&G Realty Partners is assisting Pier 1 Imports with its previously
announced store closures and lease modifications. Pier 1 Imports
landlords are encouraged to contact A&G Realty Partners through its
Web site, http://www.agrep.com/
Kirkland & Ellis LLP and Osler, Hoskin & Harcourt LLP serve as
legal advisors to Pier 1 Imports and its affiliated debtors in the
U.S. and Canada, respectively. The Debtors tapped AlixPartners LLP
as restructuring advisor; Guggenheim Securities, LLC as investment
banker; and Epiq Bankruptcy Solutions as claims agent.
PILOCH DISTRIBUTION: Seeks to Hire David J. Winterton as Counsel
----------------------------------------------------------------
Piloch Distribution, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ David J. Winterton &
Associates, Ltd. as its legal counsel.
David J. Winterton & Associates will render the following
services:
(a) attend hearings;
(b) file required bankruptcy schedules and legal papers;
(c) prepare a disclosure statement and Chapter 11 plan of
reorganization; and
(d) provide legal advice to reorganize Debtor.
The firm's hourly rates are as follows:
Attorneys $250 - $400
Paralegal $150
The Debtor will provide an initial retainer payment of $10,000 to
the firm.
David J. Winterton & Associates 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:
David J. Winterton, Esq.
David J. Winterton & Associates, Ltd.
7881 W. Charleston Blvd., Suite 220
Las Vegas, NV 89117
Telephone: (702) 363-0317
Facsimile: (702) 363-1630
About Piloch Distribution
Piloch Distribution, Inc. distributes food and related products on
a wholesale basis to retailers. Visit http://www.piloch.comfor
more information.
Piloch Distribution filed a Chapter 11 bankruptcy petition (Bankr.
D. Nev. Case No. 20-13047) on June 25, 2020. Piloch Distribution
President Miguel Salido signed the petition. At the time of the
filing, Debtor disclosed total assets of $2,332,683 and total
liabilities of $2,345,430. Judge August B. Landis oversees the
case. David J. Winterton & Associates, Ltd. is Debtor's legal
counsel.
PMHC II: S&P Affirms 'CCC+' ICR on Improved Credit Measures
-----------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on PMHC
II Inc. The 'CCC+' rating and '3' recovery rating on the first-lien
facility is unchanged. The 'CCC' issue-level and '5' recovery
ratings on the company's $150 million second-lien secured term loan
is unchanged.
S&P's adjusted weighted-average debt to EBITDA remains high and at
unsustainable levels. Although PMHC has shown EBITDA improvement
primarily coming from cost-savings initiatives, favorable raw
material costs, and improved product mix, its volumes continue to
be down across almost all verticals as COVID-19 and the weakened
economy have depressed demand for many of PMHC's industrial end
markets. The company's metallurgical and glass segments are the
most impaired, slightly offset by a rebound in the electronics and
battery segment compared to 2019. S&P expects the company to
continue to generate positive free cash flow and have ample
liquidity over the next 12 months. The company also does not have
any substantial near-term debt maturities. During the height of the
coronavirus pandemic, PMHC aggressively drew on its revolving
credit facility, but that has since all been paid down.
"Although we expect PMHC earnings to benefit from an improved cost
structure, removed redundancies and favorable raw material pricing,
we are still expecting S&P Global Ratings' weighted average (based
on years 2020 and 2021) debt to EBITDA above 9x," the rating agency
said.
PMHC II benefits from its leading market positions in the niche
markets in which it operates. PMHC has moderate geographic
diversity and global operations for a company of its size. The
company also benefits from decent product, end-market, customer,
and supplier diversity as well as a somewhat variable raw material
cost structure, which enables it to pass through the majority of
raw material price increases to its customers (albeit with somewhat
of a lag). PMHC II generates its sales predominantly in North
America (about 60%) with approximately 20%-25% coming from Europe.
Both of these markets are subject to intense competition. In
addition, PMHC II does not benefit from long-term contracts and has
significant exposure to cyclical end markets, such as oil and gas,
refractory and steel, and agriculture and construction, which can
lead to volatility in its operating performance.
The stable outlook on PMHC II reflects S&P's expectation that,
despite an improvement in 2020 EBITDA, its leverage metrics will
remain at unsustainable levels with S&P's adjusted debt to EBITDA
above 9x over the next 12 months. The company's volumes have
continued to see weakness across all verticals, aside from battery
and agriculture. However, EBITDA has shown improvement due to its
variable cost structure and lower raw material spending. S&P
expects the company to maintain sufficient liquidity measures over
the next 12 months.
S&P could take a negative rating action over the next 12 months if
end-market demand continued to weaken, leading to additional volume
declines, if the company is unable to execute on its growth
initiatives or adequately pass along its raw material costs. In
such a scenario, S&P would expect weighted-average debt to EBITDA
to be maintained toward double-digit-percentage levels.
"Although less likely, we could lower the ratings if the company's
free cash flow turned negative, causing liquidity to deteriorate
such that we viewed a covenant breach under its revolving credit
facility likely over the next 12 months. This could occur if
borrowings under its $85 million revolving credit facility
increased above 35% of the commitment amount, causing the covenant
to spring, coupled with weaker-than-expected EBITDA, leading to
very tight covenant cushion," S&P said.
"We could also lower the ratings if the company pursues any large
debt-funded shareholder rewards or acquisitions," the rating agency
said.
S&P could raise its rating on PMHC II over the next 12 months if
the company's subsidiary Prince International Corp. improves its
margins by at least 400 basis points by focusing on its
higher-margin specialty chemicals products leading to leverage
metrics trending toward 8x. S&P believes this would be supported by
increased demand in its key end markets (particularly construction,
agriculture, steel, electronics, and oil and gas), elevated
volumes, and continued improvement in its battery segment.
Specifically, S&P could take a positive rating action if elevated
end-market demand increased the company's volumes by more than the
rating agency currently projects. Additionally, continued
acquisition integration and cost-savings initiatives would further
support a positive rating action.
PORTERS NECK COUNTRY: Selling PNCC Property for $4 Million
----------------------------------------------------------
Porters Neck Country Club, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina to authorize the private
sale of interest in the Porters Neck Country Club located at 1202
Porters Neck Road, Wilmington, North Carolina to Porters Neck
Country Club Acquisition, LLC for $4 million.
The Debtor owns and operates the Club. The Club consists of an
l8-hole golf course, a clubhouse, a driving range, pool, tennis
courts, and other amenities and supporting personal property ("PNCC
Property"). The Club's membership structure and operations
originally were developed by Porters Neck Limited Partnership, now
known as Porters Neck Limited, LLC ("PNL"). Disputes between the
Debtor and PNL are at the heart of the bankruptcy case as well as
long-running state-court litigation which prompted the filing of
the bankruptcy case in the first instance.
Shortly after the bankruptcy case was filed, on Oct. 8, 2019,
McConnell Golf, LLC issued a letter of intent to the Debtor
presenting an offer to purchase the PNCC Property for an up-front
payment of $3.5 million, in addition to a commitment for another $2
million in capital improvements to the Club over the first three
years and another $800,000 in working capital for a total purchase
offer valued at $6.3 million. McConnell Golf is a North Carolina
limited liability company which is currently managing the Club.
Since issuing its letter of intent McConnell Golf has patiently
waited as the bankruptcy case has progressed to get to a sale, that
it originally believed would be conducted in early Spring. Since
the Petition Date, however, the sale effort has been delayed due to
ongoing disputes between PNL and the Debtor.
On Feb. 14, 2020, the Debtor filed its Chapter 11 Plan and
Disclosure Statement wherein the Debtor proposed to sell the PNCC
Property Via auction sale with Porters Neck Country Club
Acquisition, LLC, serving as a stalking horse based on the terms
set forth in McConnell Golf's October 2019 letter of intent (i.e.
an up-front payment of $3.5 million, in addition to a commitment
for another $2.8 million in capital improvements and working
capital for a total purchase offer valued at $6.3 million). The
Buyer is an affiliate of McConnell Golf. The Debtor's plan
confirmation hearing is currently scheduled for July 21, 2020 and
the Debtor intends to move forward with confirmation at this time.
By the Motion, the Debtor proposes to sell the PNCC Property and
improvements thereon by private sale free and clear of all liens,
encumbrances, rights, interests and claims of record. It asks
authority to sell the PNCC Property to the Buyer for $4 million by
private sale with cash or certified funds to be paid to the Debtor
at closing. The parties have executed their Amended and Restated
Asset Purchase Agreement between the Debtor and Buyer.
Since McConnell Golf's October 2019 letter of intent and since
filing its Chapter 11 Plan and Disclosure Statement on Feb. 14,
2020, the Debtor has obtained an updated appraisal ofthe PNCC
Property in the amount of $3.2 million effective as of May 11,
2020. After further negotiations with the Buyer, the Buyer has
amended its original purchase proposal and is now willing to
purchase the PNCC Property for $4 million ($800,000 higher than the
appraised value) in addition to a commitment for another $2.3
million in capital improvements and working capital for the Club
for a total purchase offer valued at $6.3 million. The Buyer's
proposal, however, is conditioned on the Buyer being able to
promptly purchase the PNCC Property at private sale without further
delay.
If the Debtor does not sell the PNCC Property to the Buyer then the
Debtor stands to lose substantial income for the Estate. As a
result of the coronavirus pandemic and resulting global recession,
the Club's revenues have been significantly reduced over the last
several months, resulting in monthly operating losses. The Debtor
has no available funds to address deferred maintenance issues which
have been identified by the Club and the appraiser in an amount
exceeding the $1.5 million capital improvement commitment made by
the Buyer. Further, the Debtor is unable to pay ongoing approved
administrative expenses at this time due to its current financial
condition. The Buyer is willing to promptly address these deferred
maintenance issues, including a commitment to invest not less than
$1.5 million over the next 3 years.
Absent a favorable resolution of the Adversary Proceeding and/or a
prompt sale of the Club, the Debtor does not anticipate having
sufficient revenues to continue operating while addressing the
mounting administrative expenses of the Chapter 11 case. Further,
when counsel was previously asking approval of overbid procedures,
the proposed overbid broker required a guaranteed commission
of$200,000 if the stalking horse was the high bidder based on the
broker's future overbid marketing efforts. Further, the broker
required 15% of any overbid increase. The private sale proposed by
the Motion will avoid the substantial additional cost to the
Estate.
The Debtor asks that the sale of the PNCC Property as proposed be
made free and clear of any and all liens, encumbrances, claims,
rights and other interests, including but not limited to the
following: (i) any and all property taxes due and owing to any
City, County, or municipal corporation, specifically including New
Hanover County Tax Department; (ii) First Citizens Bank; (iii)
Chambliss & Rabil Contractors, Inc.; (iv) Key Equipment Finance;
(v) North Carolina Department of Revenue; and (vi) any and all
remaining interests, liens encumbrances, rights and claims asserted
against the PNCC Property.
The Buyer does not assume, will not have any liability for, or in
any manner be responsible for, any liabilities or obligations of
the Debtor, whether in rem claims or in personam claims.
Objections, if any, must be filed within 21 days from the date of
Notice.
A copy of the Agreement is available at
https://tinyurl.com/y9g2vxu8 from PacerMonitor.com free of charge.
About Porters Neck Country Club
Porters Neck Country Club, Inc. --
https://www.portersneckcountryclub.com/ -- is a full-service
country club, boasting an 18-hole, Tom Fazio-designed golf course,
in Wilmington, North Carolina. The club, which promotes a
family-oriented environment, also has seven state-of-the-art
Har-Tru tennis courts, a swimming complex, a fitness center and
dining facilities.
Porters Neck Country Club sought Chapter 11 protection (Bankr.
E.D.N.C. Case No. 19-04309) on Sept. 19, 2019, in Wilmington, N.C.
The club was estimated to have $1 million to $10 million in assets
and liabilities as of the bankruptcy filing.
Judge Joseph N. Callaway oversees the cases. Hendren Redwine &
Malone, PLLC serves as Porters Neck Country Club's legal counsel.
On Dec. 17, 2019, two special committees were formed to represent
current and former members of Porters Neck Country Club who hold
equity membership certificates. Ayers & Haidt, PA represents the
committee comprised of current members of the club while Stubbs &
Perdue, P.A. represents the special committee of the club's former
members.
PRO MACH GROUP: S&P Affirms 'B-' ICR; Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
packaging machinery solutions manufacturer and aftermarket products
and services provider Pro Mach Group Inc.
At the same time, S&P is assigning its 'B-' issue-level rating and
'3' recovery rating to the company's $325 million of first-lien
debt, which comprises a $ first-162.5 million lien term loan and a
$162.5 million delay draw first-lien term loan.
The company's acquisitions will increase its leverage above 9x
before it deleverages toward the mid-8x area. S&P expects the
acquisitions, which are spread across the pharmaceutical, flexible,
labeling, filling, and processing equipment product categories, to
provide Pro Mach with about $40 million in incremental EBITDA.
Collectively, S&P expects these acquisitions to modestly improve
the company's solutions offerings, expand its customer base,
enhance its profitability, and increase its market share in the
aftermarket. After the transaction, S&P expects Pro Mach's leverage
to rise above 9x for a few quarters. However, the rating agency
believes the incremental EBITDA from its acquisitions and healthy
organic growth will support an improvement in its leverage toward
the mid-8x area in 2021.
Pro Mach funded its acquisition of Pharmaworks (closed on March 6,
2020) with a $50 million incremental second-lien term loan. S&P
expects the company to fund the remaining three acquisitions under
letters of intent (LOI) and its recently closed purchase of Modern
Packaging with the proceeds from its $325 million of first-lien
debt.
The company has received $162.5 million of the proceeds from the
incremental first-lien term loan and will receive an additional
$112.5 million ($275 million total) in the third quarter.
S&P expects Pro Mach's operating trends to remain relatively stable
despite the challenges stemming from the coronavirus pandemic. It
believes the company's overall profitability will be flat to
modestly down for the year as its customers shift some of their
business to the second half of 2020 due to project delay rather
than a permanent reduction in demand. S&P anticipates the demand
for original packaging equipment in North America will remain
relatively stable, particularly due to the custom nature of Pro
Mach's products and the necessary role they play in ensuring the
effective operations of large consumer products companies.
Furthermore, S&P believes Pro Mach will continue to benefit from
its long-standing customer relationships and sizable installed
base, which provide it with more stable and higher-margin
aftermarket revenue. S&P believes the company's aftermarket
business (close to 45% of revenue) continues to support its average
EBITDA margins relative to those of the other capital goods
manufacturers S&P rates (approximately 11%-18%).
Pro Mach's financial-sponsor ownership limits the upside to S&P's
rating. The company's high debt leverage reflects its sponsor's,
Leonard Green & Partners L.P., aggressive financial policy due to
its acquisitive nature.
"In our opinion, Pro Mach will continue to engage in debt-funded
acquisitions that will cause its debt leverage to remain elevated
over the next few years. We do not expect any material debt
reduction or sustained and material improvement in the company's
credit metrics due to its aggressive financial policies," S&P
said.
The stable outlook reflects S&P's expectation for relatively stable
operating trends, despite the uncertainties stemming from COVID-19,
such that Pro Mach's debt leverage improves toward the mid-8x area
while it generates positive free cash flow of at least $25 million
and maintains adequate liquidity over the next 12-18 months.
"We could lower our rating on Pro Mach if reduced demand for its
products causes its operating performance to weaken materially from
our expectations, leading its debt leverage to remain above 9x and
limiting its free cash generation, which would constrain its
liquidity while its debt leverage remains elevated. We could also
lower our rating if it is likely that the company will draw on its
revolver to the extent that it triggers the leverage covenant on
the facility and does not have a cushion of at least 15% under the
covenant at that time or its EBITDA interest coverage approaches
1.5x," S&P said.
"Although unlikely in the next 12 months, we could raise our rating
on Pro Mach by one notch if it materially improves its competitive
position or reports stronger-than-expected growth in its end
markets on a sustained reduction in debt leverage and management's
adoption of a more conservative financial policy that involves
maintaining leverage of consistently below 6.5x," the rating agency
said.
PROJECT RUBY: S&P Raises Rating on First-Lien Term Loan to 'B'
--------------------------------------------------------------
S&P Global Ratings raised its issue-level ratings on Project Ruby
Parent Corp.'s (Wellsky) revolving credit facility and first-lien
term loan to 'B' from 'B-', based on its revised recovery rating on
the debt to '2' from '3'.
The '2' recovery rating indicates S&P's expectation of substantial
recovery (70%-90%; rounded estimate: 70%) for lenders in the event
of a payment default. The upgrade reflects S&P's higher estimated
recovery valuation based on its revised EBITDA multiple assumption
of 6.5x (versus 6.0x prior) in line with healthcare IT peers like
Netsmart, Greenway Health, to reflect Wellsky's improved
competitive position and increased scale, following a number
acquisitions. At the same time, S&P is affirming its 'CCC'
issue-level and '6' recovery ratings on the company's second-lien
term loan with recovery prospects of 0%-10% (rounded estimate:
0%).
S&P's long-term issuer credit rating on Wellsky remains 'B-', with
a stable outlook.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
-- Project Ruby's capital structure consists of a $60 million
revolver maturing in 2022, $634.5 million first-lien term loan
maturing in 2024 and a $227.5 million second-lien term loan
maturing in 2025.
-- S&P continues to value the company as a going concern and would
reorganize in the event of default, given its view the company
would still have good market position in its markets.
-- S&P's simulated default scenario assumes a default in 2022 due
to increased competition and a failure to retain customers,
combined with service disruption.
-- S&P's emergence EBITDA multiple to 6.5x is consistent with that
used for comparable healthcare IT peers such as Netsmart and
Greenway Health, now that the company has achieved comparable
revenue scale and adjusted EBITDA of about $100 million. This
assumption is also consistent with that used for similar smaller
software companies operating in the healthcare IT industry.
Simulated default assumptions:
-- Simulated year of default: 2022
-- EBITDA at emergence: $80 million
-- EBITDA multiple: 6.5x
Simplified waterfall:
-- Net recovery value for waterfall after administrative expenses
(5%): $497 million
-- Obligor/nonobligor valuation split: 98%/2%
-- Estimated priority claims: $0
-- Estimated first-lien claim: $687 million
-- Value available for first-lien claim: $493 million
-- Recovery range: 70-90% (rounded estimate: 70%)
-- Estimated second-lien claim: $240 million
-- Value available for second-lien claim: $0
-- Recovery range 0-10% (rounded estimate: 0%)
Ratings List
Ratings Affirmed
To From
Project Ruby Parent Corp.
Issuer Credit Rating B-/Stable/-- B-/Stable/--
Ratings Raised; Recovery Ratings Revised
Project Ruby Ultimate Parent Co.
Senior Secured B B-
Recovery Rating 2(70%) 3(60%)
Ratings Affirmed
Project Ruby Ultimate Parent Co.
Senior Secured CCC CCC
Recovery Rating 6(0%) 6(0%)
PULMATRIX INC: Sabby Volatility, et al. Report 5.3% Equity Stake
----------------------------------------------------------------
Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC,
and Hal Mintz disclosed in a regulatory filing with the Securities
and Exchange Commission that as of July 16, 2020, they beneficially
own 1,644,502 shares of common stock of Pulmatrix, Inc., which
represents 5.30 percent of the shares outstanding. A copy of the
regulatory filing is available for free at:
https://is.gd/k6qauu
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology. The Company's proprietary product
pipeline is initially focused on advancing treatments for serious
lung diseases, including Pulmazole, an inhaled anti-fungal for
patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor
in lung cancer. Pulmatrix's product candidates are based on
iSPERSE, its proprietary engineered dry powder delivery platform,
which seeks to improve therapeutic delivery to the lungs by
achieving optimal local drug concentrations and reducing systemic
side effects to improve patient outcomes.
Pulmatrix reported a net loss of $20.59 million for the year ended
Dec. 31, 2019, compared to a net loss of $20.56 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$30.82 million in total assets, $23.88 million in total
liabilities, and $6.94 million in total stockholders' equity.
PYXUS INTERNATIONAL: Wachtell, Morris Update on Crossholder Group
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Wachtell, Lipton, Rosen & Katz and Morris,
Nichols, Arsht & Tunnell LLP submitted an amended verified
statement to disclose an updated list of Ad Hoc Crossholder Group
that they are representing in the Chapter 11 cases of Pyxus
International, Inc., et al.
Wachtell, Lipton, Rosen & Katz and Morris, Nichols, Arsht & Tunnell
LLP represent the members of the Ad Hoc Crossholder Group and
Cortland Capital Markets Services LLC, as administrative and
collateral agent under the Company's Superpriority
Debtor-in-Possession Credit Agreement dated as of June 17, 2020
As of July 10, 2020, members of the Ad Hoc Crossholder Group and
their disclosable economic interests are:
Glendon Capital Management LP
2425 Olympic Blvd., Suite 500E
Santa Monica, CA 90404
* First Lien Notes: $2,000,000
* Second Lien Notes: $141,723,000
* DIP Loans and Commitments: $77,351,181.76
Monarch Alternative Capital LP
535 Madison Avenue
New York, NY 10022
* First Lien Notes: $92,169,000
* Second Lien Notes: $109,911,000
* DIP Loans and Commitments: $58,704,461.48
Owl Creek Asset Management, L.P
640 Fifth Avenue, 20th Floor
New York, NY 10019
* Second Lien Notes: $44,828,000
* DIP Loans and Commitments: $19,676,592.26
Intermarket Corporation
888 Seventh Avenue, 27th Floor
New York, NY 10106
* First Lien Notes: $27,609,000
* Second Lien Notes: $22,287,000
* DIP Loans and Commitments: $11,135,161.10
Members of the Ad Hoc Crossholder Group and their advisors have
coordinated with, but do not represent, a broader group of holders
of First Lien Notes and Second Lien Notes.
No member of the Ad Hoc Crossholder Group represents or purports to
represent any other member in connection with the Debtors’
Chapter 11 Cases. In addition, each member of the Ad Hoc
Crossholder Group (a) does not assume any fiduciary or other duties
to any other member of the Ad Hoc Crossholder Group and (b) does
not purport to act or speak on behalf of any other member of the Ad
Hoc Crossholder Group in connection with these Chapter 11 Cases.
Nothing contained in this Amended Statement is intended to or
should be construed to affect or impair any claims against the
Debtors held by any member of the Ad Hoc Crossholder Group. Nothing
herein should be construed as a limitation upon, or waiver of, any
rights of any member of the Ad Hoc Crossholder Group to assert,
file, and/or amend any proof of claim in accordance with applicable
law. This Amended Statement may be amended or supplemented as
necessary in accordance with Bankruptcy Rule 2019.
Counsel for the Ad Hoc Crossholder Group can be reached at:
WACHTELL, LIPTON, ROSEN & KATZ
Joshua A. Feltman, Esq.
Angela K. Herring, Esq.
Benjamin S. Arfa, Esq.
Elyssa C. Eisenberg, Esq.
51 West 52nd Street
New York, NY 10019
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
Email: jafeltman@wlrk.com
akherring@wlrk.com
bsarfa@wlrk.com
eceisenberg@wlrk.com
- and -
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Derek C. Abbott, Esq.
Paige N. Topper, Esq.
1201 North Market Street, Suite 1600
Wilmington, DE 19801
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: dabbott@mnat.com
ptopper@mnat.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/ugEi8L and https://is.gd/6kny2U
About Pyxus International
Pyxus International Inc. -- http://www.pyxus.com/-- is a global
agricultural company with 145 years of experience delivering
value-added products and services to businesses, customers and
consumers.
Pyxus reported a net loss of $71.17 million for the year ended
March 31, 2019, compared to net income of $51.91 million for the
year ended March 31, 2018. As of March 31, 2019, Pyxus had $1.86
billion in total assets, $1.67 billion in total liabilities, and
$192.02 million in total stockholders' equity.
On June 15, 2020, Pyxus and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
20-11570). Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Simpson Thacher & Bartlett, LLP as general
bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as
Delaware bankruptcy counsel; and Lazard Freres & Co. LLC and RPA
Advisors, LLC as restructuring advisors. Prime Clerk, LLC is the
claims and noticing agent and administrative advisor.
QEP RESOURCES: S&P Affirms 'B' ICR on Sufficient Liquidity
----------------------------------------------------------
S&P Global Ratings affirmed its issuer credit rating on U.S.-based
oil and gas exploration and production (E&P) company QEP Resources
Inc. at 'B'.
The ratings affirmation reflects S&P's view that QEP Resources Inc.
will have sufficient cash flow and availability under its $850
million unsecured guaranteed revolving credit facility due 2022
(currently undrawn) to cover its upcoming $332 million unsecured
notes due 2021 and $465 million unsecured notes due 2022. Although,
credit measures are expected to weaken as the company's higher
priced hedges roll off, S&P believes the company will generate
positive cash flow in 2021.
In June, QEP's credit agreement was amended, reducing elected
commitments to $850 million from $1.25 billion (currently undrawn).
In addition, QEP was given the ability to issue up to $500 million
of unsecured junior guaranteed debt (subordinate to the credit
facility) and the consent to repurchase outstanding senior notes
with up to $500 million of credit facility borrowings. The
amendment also replaced the 3.75x total leverage covenant with a
2.5x net priority guaranteed leverage covenant, alleviating
near-term covenant pressures. Moreover, the company expects to
receive a tax refund of up to $165 million before the end of the
year.
The negative outlook reflects S&P's view that crude oil prices and
capital markets will remain volatile until a sustained recovery in
crude oil demand occurs. S&P's expectation for improvement in West
Texas Intermediate (WTI) crude oil prices--and the company's
resulting cash flows—in 2021 is susceptible to many volatile
factors, especially OPEC's and other producers' compliance with
production cuts as well as the pace of the global economic
recovery, which will influence the demand for crude oil, as
governments ease the social distancing restrictions implemented to
control the spread of the coronavirus. If WTI prices and market
conditions deteriorate contrary to S&P's current expectations,
liquidity and cash flows may weaken to the point where QEP will be
challenged to repay or refinance its upcoming debt maturities as
expected.
"We could lower the rating on QEP if the company were not able to
successfully address its upcoming debt maturities in a timely
manner and on acceptable terms. Additionally we could lower ratings
if liquidity materially weakens from current expectations in
advance of upcoming debt maturities," S&P said.
Both events would most likely be due to a fall in WTI prices and
resulting cash flow expectations. The failure of OPEC and other
producers to comply with production limits to support crude oil
prices or prolonged economic weakness due to the coronavirus that
leads to significantly reduced demand beyond 2020, could keep crude
oil prices and the company's operating cash flow below the
necessary levels to support the rating.
A revision to stable is predicated on the company being able to
adequately refinance its upcoming maturities on favorable terms.
This would most likely occur if capital market conditions improved
for the high-yield E&P sector, which would most likely be driven by
more favorable commodity prices.
RBP GLOBAL: Moody's Alters Outlook on B3 CFR to Stable
------------------------------------------------------
Moody's Investors Service affirmed the ratings of RBP Global
Holdings Ltd and Indivior Finance S.ar.l. These include the B3
Corporate Family Rating and the B3 rating on the senior secured
bank credit facilities. Moody's upgraded Indivior's Probability of
Default Rating to B3-PD from Caa1-PD. Moody's also raised
Indivior's Speculative Grade Liquidity Rating to SGL-1 from SGL-2.
The outlook on all rated entities was revised to stable from
negative.
On July 24, 2020, Indivior announced that it entered into an
agreement with the US Department of Justice, the Federal Trade
Commission, and US state attorneys general [1]. The agreement
resolves criminal and civil liabilities in connection with an
indictment by a grand jury in the Western District of Virginia, a
civil lawsuit joined by the Justice Department in 2018, and an FTC
investigation. A subsidiary of Indivior plead guilty to one count
of making a false claim related to health care matters in 2012.
Prior to the agreement, Indivior faced various charges of alleged
fraud that could have resulted in fine of $3 billion and the
forfeiture of the patents that protect its drugs, including
Sublocade and Perseris.
Indivior will be obligated to make an upfront payment of $100
million once the agreement is finalized, followed by payments of
$50 million per year beginning in 2022. The remaining balance will
be paid in full on December 15, 2027. Moody's views the settlement
a credit negative, as settlement payments will consume cash over
several years. Partially offsetting these cash outflows related to
the settlement is Indivior's significant cash balance of more than
$900 million.
Supporting the outlook revision to stable is Moody's view that
Indivior's DOJ settlement payments will be manageable with
Indivior's significant cash balances. Moody's expects that
Indivior's cash is sufficient to support strategic investments for
the ongoing commercialization of Sublocade and Perseris over the
next 18 months, and a working capital unwind associated with sales
rebates and returns within Medicaid.
Indivior still faces key uncertainties to the future of its
business. Successful uptake of its newer products, Sublocade and
Perseris, is critical for more than offsetting erosion of its
Suboxone Film product to generic competition. Commercial success in
both of these products will require significant investment which
risk EBITDA running negative over the next 12 to 18 months.
Rating upgraded:
Issuer: RBP Global Holdings Ltd
Probability of Default Rating to B3-PD from Caa1-PD
Speculative Grade Liquidity Rating to SGL-1 from SGL-2
Ratings affirmed:
Issuer: RBP Global Holdings Ltd
Corporate Family Rating at B3
$50 million senior secured revolving credit facility at B3 (LGD3)
Issuer: Indivior Finance S.ar.l.
Senior secured term loans at B3 (LGD3)
Outlook Actions:
The outlook on all ratings is revised to stable from negative
RATINGS RATIONALE
Indivior's B3 Corporate Family Rating reflects significant revenue
concentration in a key product -- Suboxone Film, which accounts for
about 50% of its revenue. The sustainability of Indivior's future
business profile hinges on the successful commercialization of its
newer products, Sublocade and Perseris. Indivior will be dependent
on their success to improve revenue diversity and partially offset
the significant earnings declines from Suboxone due to generic
competition. Prolonged stay-at-home orders and physical distancing
protocols related to the coronavirus pandemic, risk delays to
Indivior's commercialization efforts as sales force interactions
with doctors remain limited. Supporting the rating is Indivior's
significant cash balance of more than $900 million, prior to
settlement payments, relative to $237 million of funded debt.
The SGL-1 Speculative Grade Liquidity Rating is supported by
Indivior's large reported cash balance of more than $900 million at
March 31, 2020. Indivior will consume cash over the next 12 months
due to settlement payments and a decrease in payables related to
sales returns and rebates to government accounts. Further, Indivior
is investing significantly to support the commercial uptakes of
Sublocade and Perseris. Moody's expects cash balances to be in
excess of $500 million at the end of 2020. Indivior has a $50
million revolver expiring in December 2022 that Moody's expects
will remain undrawn. The credit agreement contains a maximum 3
times net secured debt/EBITDA covenant that permits up to $250
million of cash to be netted. Moody's believes that covenant
compliance will be good over the next twelve months given its net
cash position.
Social and governance considerations are material to the rating.
Key social risks include Indivior's exposure to opioid-related
litigation. Additionally, Indivior will be making cash payments
related to settlement with the DOJ for various years. Governance
considerations include Indivior's policy to maintain cash in excess
of its $237 million outstanding balance on its term loan. As part
of the announced agreement, Indivior will enter a 5-year Corporate
Integrity Agreement with the Office of Inspector General of the
Department of Health and Human Services, another governance
consideration.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a downgrade include slow uptake in the
launch of Sublocade and Perseris, or significant cash depletion
prior to Indivior's term loan maturing or if it fails to refinance
the term loan well in advance of the December 2022 maturity.
Factors that could lead to an upgrade include fast uptake in the
launch of Sublocade and Perseris and improved revenue diversity.
UK-based RBP Global Holdings Ltd is a subsidiary of publicly-traded
Indivior PLC, a global specialty pharmaceutical company
headquartered in Richmond, Virginia. Indivior is focused on the
treatment of opioid addiction and closely related mental health
disorders. Reported revenue for the twelve months ended March 31,
2020 approximated $700 million.
The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.
REMARK HOLDINGS: Stockholders Pass All Three Proposals at Meeting
-----------------------------------------------------------------
Remark Holdings, Inc., held its 2020 annual meeting of stockholders
at which the stockholders:
(a) elected Theodore P. Botts, Brett Ratner, Daniel Stein,
Kai-Shing Tao, and Elizabeth Xu as directors to serve
until the Company's 2021 annual meeting of stockholders
and until their successors are duly elected and
qualified;
(b) ratified the appointment of Cherry Bekaert LLP as the
Company's independent registered public accounting firm
for the fiscal year ending Dec. 31, 2020; and
(c) approved an amendment to the Company's Amended and
Restated Certificate of Incorporation to increase the
number of authorized shares of the Company's common stock
to 300,000,000.
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- delivers an integrated suite of AI
solutions that enable businesses and organizations to solve
problems, reduce risk and deliver positive outcomes. The company's
easy-to-install AI products are being rolled out in a wide range of
applications within the retail, financial, public safety and
workplace arenas. The company also owns and operates digital media
properties that deliver relevant, dynamic content and ecommerce
solutions. The company is headquartered in Las Vegas, Nevada, with
additional operations in Los Angeles, California and in Beijing,
Shanghai, Chengdu and Hangzhou, China.
As of March 31, 2020, the Company had $12 million in total assets,
$37.27 million in total liabilities, and a total stockholders'
deficit of $25.27 million.
Cherry Bekaert LLP, in Atlanta, Georgia, the Company's auditor
since 2011, issued a "going concern" qualification in its report
dated May 29, 2020, citing that the Company has suffered recurring
losses from operations and negative cash flows from operating
activities and has a negative working capital and a stockholders'
deficit that raise substantial doubt about its ability to continue
as a going concern.
RENFRO CORP: S&P Raises ICR to 'CCC-'; Outlook Negative
-------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S. sock
manufacturer Renfro Corp. to 'CCC-' from 'SD' (selective default).
At the same time, S&P raised its issue-level rating on Renfro's
term loan to 'CC' from 'D' and assigned its 'CCC+' issue-level
rating to the new priming term loan.
Renfro recently completed a transaction wherein it borrowed $10.1
million under a priming new money term loan and permitted its
existing term loan lenders that participated in the new debt
issuance to roll up a portion of its existing term loan into the
new priming term loan. Although 100% of Renfro's lenders approved
the transaction, S&P viewed it as tantamount to a default on the
existing term loan because the existing term loan is now in a
junior collateral position relative to the newly issued tranche and
the company's operations are distressed. The transaction also
extended Renfro's waiver such that it remains in compliance with
the going concern covenant in its credit agreements. In addition,
it provided the company with some additional liquidity to help
support its operations through the next few months. However, S&P
still views Renfro's capital structure as unsustainable. The
company's revolver expires in February 2021 and its term loan
matures in March 2021. Given Renfro's operating underperformance
over the past several years, double-digit leverage, negative free
cash flow generation, and tight covenant cushion--along with the
uncertainty stemming from the COVID-19 pandemic—S&P believes it
will be challenging for the company to refinance its debt before it
matures. Therefore, a default or restructuring appears inevitable
in the next six months.
The negative outlook on Renfro reflects the high probability the
company will default on its debt obligations or engage in a
restructuring transaction over the next six months.
S&P could lower its rating on Renfro if it misses a principal or
interest payment, files for bankruptcy protection, or announces a
debt restructuring.
S&P could raise its rating on Renfro if it no longer believes there
is a high probability of a near-term default, bankruptcy filing, or
other form of debt restructuring. This would likely require the
company to successfully refinance both its asset-based lending
(ABL) revolver and term loan on satisfactory terms.
RENNOVA HEALTH: Will Effect a 1-for-10,000 Reverse Stock Split
--------------------------------------------------------------
Rennova Health, Inc., reports that effective at 5:00 p.m., Eastern
Time, on July 31, 2020, it will effect a 1 for 10,000 reverse stock
split of its outstanding common stock. The Company's common stock
will open for trading on Monday Aug. 3, 2020, on a post-split
basis.
As a result of the reverse stock split, every 10,000 shares of the
Company's common stock issued and outstanding on the Effective Time
will be consolidated into one issued and outstanding share, except
to the extent that the reverse stock split results in any of the
Company's stockholders owning a fractional share, which fractional
share will be in that case paid in cash. In connection with the
reverse stock split, there will be no change in the nominal par
value per share of $0.0001.
Trading of the Company's common stock will continue, on a
split-adjusted basis, with the opening of the markets on Monday,
Aug. 3, 2020, under the existing trading symbol "RNVA" under a new
CUSIP number. Based on the number of shares currently outstanding,
on July 23, 2020, the reverse stock split will reduce the number of
shares of the Company's common stock outstanding from approximately
9.9 billion pre-reverse split shares to approximately 990,000
post-reverse split.
All outstanding preferred shares, stock options, warrants, and
equity incentive plans immediately prior to the reverse stock split
generally will be appropriately adjusted by dividing the number of
shares of common stock into which the preferred shares, stock
options, warrants and equity incentive plans are exercisable or
convertible by 10,000 and multiplying the exercise or conversion
price by 10,000, as a result of the reverse stock split.
The Company has retained its transfer agent, Computershare, Inc.,
to act as its exchange agent for the reverse stock split.
Computershare will provide stockholders of record as of the
Effective Time a letter of transmittal providing instructions for
the exchange of their stock certificates. Stockholders owning
shares via a broker or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject
to brokers' particular processes, and will not be required to take
any action in connection with the reverse stock split.
The reverse stock split was approved by the directors of the
Company on July 22, 2020, pursuant to a resolution adopted by
written consent of the holders of the majority of the total voting
power of the Company's securities on May 7, 2020.
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates
three rural hospitals in Tennessee and provides diagnostics and
supportive software solutions to healthcare providers.
Rennova Health reported a net loss to common shareholders of $171.9
million for the year ended Dec. 31, 2019, compared to a net loss to
common shareholders of $245.87 million for the year ended Dec. 31,
2018.
As of March 31, 2020, the Company had $15.76 million in total
assets, $90.43 million in total liabilities, $5.83 million in
redeemable preferred stock - Series I-1, $1.79 million in
redeemable preferred stock - Series I-2, and a total stockholders'
deficit of $82.28 million.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated June 25, 2020, citing that the Company has recognized
recurring losses, negative cash flows from operations, and
currently has minimal revenue producing activities. This raises
substantial doubt about the Company's ability to continue as a
going concern.
RESORT LEGAL: Seeks to Hire David J. Winterton as Legal Counsel
---------------------------------------------------------------
Resort Legal Team, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ David J. Winterton &
Associates, Ltd. as its legal counsel.
David J. Winterton & Associates will render the following
services:
(a) attend hearings;
(b) file required bankruptcy schedules and legal papers;
(c) prepare a disclosure statement and Chapter 11 plan of
reorganization; and
(d) provide legal advice and other services to reorganize
Debtor.
The firm's hourly rates are as follows:
Attorneys $250 - $400
Paralegal $150
Debtor will provide an initial retainer payment of $10,000 to the
firm.
David J. Winterton & Associates 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:
David J. Winterton, Esq.
David J. Winterton & Associates, Ltd.
7881 W. Charleston Blvd., Suite 220
Las Vegas, NV 89117
Telephone: (702) 363-0317
Facsimile: (702) 363-1630
About Resort Legal Team
Resort Legal Team, Inc. represents a network of attorneys assisting
clients cancelling their timeshare contracts.
Resort Legal Team sought Chapter 11 protection (Bankr. D. Nev. Case
No. 20-12881) on June 16, 2020. Resort Legal Team president signed
the petition. At the time of the filing, Debtor disclosed total
assets of $1,335,783 and total liabilities of $364,093. Judge
August B. Landis oversees the case. David J. Winterton &
Associates, Ltd. is Debtor's legal counsel.
ROBERT A. RYALS: Sale of 100-Acre Sylacauga Property Okayed
-----------------------------------------------------------
Judge James J. Robinson of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Robert A. Ryals' private
sale of his approximately 100 acres, subject to survey, located in
Sylacauga, Talladega County, Alabama to James R. Roberts and Connie
F. Roberts for $2,500 per surveyed acre.
A hearing on the Motion was held on June 30, 2020.
The Notice of Intent to Sell and Motion to Sell Free and Clear of
All Liens, Interest or Other Encumbrances is granted.
The sale is free and clear of all liens.
The Debtor and any closing agent are authorized to pay for title
insurance, pro-rated ad valorem tax and any other closing costs set
forth in the Sales Contract.
The 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived with respect to the Order.
The closing attorney and/or agent is authorized at closing to pay
the net proceeds to the extent available in the order of priority
directly from closing as follows:
A. First to Small Town Bank, now known as Southern States
Bank, upon its first priority mortgage recorded in the Probate
Office of Talladega County, Alabama, on Sept. 18, 2007 in Book 1249
at Page 260, in the stated amount of $402,314;
B. Second to Small Town Bank, now known as Southern States
Bank, upon its second priority mortgage recorded in the Probate
Office of Talladega County, on Dec. 4, 2008 in Book 1294 at Page
266, in the stated amount of $227,818; and
C. Third to Jeffery H. Garrison and Jennifer Garrison the
holders of a judgment against the Debtor evidenced by a Certificate
of Judgment against the Debtor (in third priority) recorded on Oct.
6, 2014 in the Probate Office of Talladega County, Alabama at
Judgment Book 67, Page 561, in the stated amount of $202,800, plus
costs.
Robert A. Ryals sought Chapter 11 protection (Bankr. N.D. Ala. Case
No. 19-41509) on Sept. 8, 2019. The Debtor tapped Harry P. Long,
Esq., at The Law Office of Harry P. Long, LLC as counsel.
ROBERT A. RYALS: Sale of 120-Acre Sylacauga Property Okayed
-----------------------------------------------------------
Judge James J. Robinson of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Robert A. Ryals' private
sale of his approximately 120 acres, subject to survey, located in
Lovely Lane, Sylacauga, Talladega County, Alabama to James R.
Roberts and Connie F. Roberts for $2,600 per surveyed acre.
A hearing on the Motion was held on June 30, 2020.
The Notice of Intent to Sell and Motion to Sell Free and Clear of
All Liens, Interest or Other Encumbrances is granted.
The sale is free and clear of all liens.
The Debtor and any closing agent are authorized to pay for title
insurance, pro-rated ad valorem tax and any other closing costs set
forth in the Sales Contract.
The 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived with respect to the Order.
The closing attorney and/or agent is authorized at closing to pay
the net proceeds to the extent available in the order of priority
directly from closing as follows:
A. First to Small Town Bank, now known as Southern States
Bank, upon its first priority mortgage recorded in the Probate
Office of Talladega County, Alabama, on Sept. 18, 2007 in Book 1249
at Page 260, in the stated amount of $402,314;
B. Second to Small Town Bank, now known as Southern States
Bank, upon its second priority mortgage recorded in the Probate
Office of Talladega County, on Dec. 4, 2008 in Book 1294 at Page
266, in the stated amount of $227,818; and
C. Third to Jeffery H. Garrison and Jennifer Garrison the
holders of a judgment against the Debtor evidenced by a Certificate
of Judgment against the Debtor (in third priority) recorded on Oct.
6, 2014 in the Probate Office of Talladega County, Alabama at
Judgment Book 67, Page 561, in the stated amount of $202,800, plus
costs.
Robert A. Ryals sought Chapter 11 protection (Bankr. N.D. Ala. Case
No. 19-41509) on Sept. 8, 2019. The Debtor tapped Harry P. Long,
Esq., at The Law Office of Harry P. Long, LLC, as counsel.
ROSEHILL RESOURCES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Rosehill Resources Inc.
16200 Park Row, Suite 300
Houston, TX 77804
Business Description: The Debtors operate an independent oil
and natural gas company focused on the
acquisition, exploration, development
and production of unconventional oil and
associated liquids-rich natural gas
reserves in the Permian Basin. The
Debtors' assets are concentrated in the
Delaware Basin, a sub-basin of the
Permian Basin, located in West Texas.
The Debtors are headquartered in
Houston, Texas. The Debtors also have
office space in Midland, Texas.
Chapter 11 Petition Date: July 26, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Rosehill Resources Inc. (Lead Debtor) 20-33695
Rosehill Operating Company, LLC 20-33696
Judge: Hon. David R. Jones
Debtors'
Bankruptcy
Counsel: David M. Feldman, Esq.
Matthew K. Kelsey, Esq.
Dylan S. Cassidy, Esq.
GIBSON, DUNN & CRUTCHER LLP
200 Park Avenue
New York, New York 10166
Tel: (212) 351-4000
Fax: (212) 351-4035
Email: dfeldman@gibsondunn.com
mkelsey@gibsondunn.com
dcassidy@gibsondunn.com
- and -
Hillary H. Holmes, Esq.
Shalla Prichard, Esq.
811 Main Street, Suite 3000
Houston, Texas 77002
Tel: (346) 718-6600
Fax: (346) 718-6620
Email: hholmes@gibsondunn.com
sprichard@gibsondunn.com
Debtors'
Co-Bankruptcy
Counsel: Kelli S. Norfleet, Esq.
Arsalan Muhammad, Esq.
HAYNES AND BOONE, LLP
1221 McKinney Street
Suite 4000
Houston, Texas 77010
Tel: (713) 547-2000
Fax: (713) 547-2600
Email: kelli.norfleet@haynesboone.com
arsalan.muhammad@haynesboone.com
Debtors'
Financial
Advisor: OPPORTUNE LLP
Debtors'
Investment
Banker: JEFFERIES LLC
Debtors'
Claims,
Noticing &
Balloting Agent
and Administrative
Advisor: EPIQ CORPORATE RESTRUCTURING, LLC
https://dm.epiq11.com/case/rosehill
Total Assets as of December 31, 2019: $872,512,000
Total Debts as of December 31, 2019: $496,370,000
The petitions were signed by Jennifer L. Johnson, vice president,
general counsel, corportae secretary, compliance officer.
Copies of the petitions are available for free at PacerMonitor.com
at:
https://is.gd/gIywZq
https://is.gd/w94SHz
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Cimarron Underground Trade $615,446
Servies, LLC
7822 Chef Meneur Hwy
New Orleans, LA 70126
Contact: Karen Stillman
Tel: (816) 868-5224
Fax: (504) 241-6833
Email: kstillman@cimarronus.com
2. Baseline Energy Services, LP Trade $376,742
201 Foch St
Forth Worth, TX 76107
Contact: Graham Radler
Tel: (833) 769-7436
Email: accounting@baseline-enserv.com
3. Multi-Chem Trade $334,422
2905 Southwest Blvd
San Diego, TX 76904
Contact: F Dunarach
Tel: (817) 636-2720
Fax: (903) 534-6239
Email: fdunarach@halliburton.com
4. Goodnight Water Solutions Trade $318,225
5910 N Central Expwy, Ste 850
Dallas, TX 75206
Contact: Haroon Khan
Tel: (214) 699-4953
Email: invoices@goodnightmidstream.com
5. Z & T Cattle Company LLC Trade $290,282
1501 Mary
Pecos, TX 79772
Contact: Zane Kiehne
Tel: (817) 233-9357
Email: tkay682002@yahoo.com
6. QES Wireline, LLC Trade $252,900
801 Cherry St Ste 800
Fort Worth, TX 76102
Contact: Linda Johnson
Tel: (817) 546-4977
Fax: (936) 856-8678
Email: qwl-ar@qesinc.com;
linda.johnson@qesinc.com
7. GR Lift LP Trade $243,237
2150 Town Square Place, Ste 140
Sugar Land, TX 77479
Contact: Michael Trice
Tel: (281) 201-3812
Email: ar@grenergyservices.com
8. TXU Energy Trade $177,158
PO Box 650638
Dallas, TX 75265-0638
Contact: Tamica L. James
Tel: (972) 507-0799
Email: tamica.james@txu.com
9. Lone Star Tank Rentals Inc. Trade $159,708
2512 West
TX-302
Kermit, TX 79745
Contact: Stan Harper
Tel: (469) 517-5403
Fax: (830) 400-3055
Email: ar@lonestartank.com
10. Peak Oilfield Services Trade $154,620
PO Box 203997
Dallas, TX 75320-3997
Contact: Sara Yarbrough
Tel: (940) 612-1369
Email: syarbrough@selectenergyservices.com
11. Trigger Energy, Inc. Trade $153,559
2000 Oil Dr.
Casper, WY 82604
Contact: Heather Herndon
Tel: (307) 337-1589
Fax: (307) 337-1590
Email: hherndon@trigger-energy.com
12. Schlumberger Technology Corp Trade $145,756
1325 South Dairy Ashford
Houston, TX 77077
Contact: Lasonji Sherrod
Tel: (281) 285-1300
Fax: (281) 285-1927
Email: lsherrod@slb.com
13. Dynamo Rentals, Inc. Trade $145,678
PO Box 26
Wink, TX 79789
Contact: Belinda Kidd
Tel: (432) 586-2522
Email: dynamorentals2017@gmail.com
14. CSI Compressco LP Trade $129,833
PO Box 841807
Dallas, TX 75284-1807
Contact: Liz Alvarado
Tel: (281) 367-1983
Email: remit@csicomopressco.com
liz.alvarado@csicompressco.com
15. Ratliff Electric, Inc. Trade $127,629
100 East Hendricks Blvd
Wink, TX 79789
Contact: Lisa Woods
Tel: (432) 527-3334
Fax: (432) 527-3338
Email: ap@ratliffelectric.com
16. Yellow Jacket Oilfield Services LLC Trade $121,989
200 N. Loraine, Suite 1450
Midland, TX 79701
Contact: Shirley Lumague
Tel: (432) 242-7612
Email: ar@yjosllc.com
17. Bureau Veritas North America, Inc. Trade $116,476
16800 Greenspoint Park Dr.
Ste 300S
Houston, TX 77060
Contact: Ketra Derry
Tel: (888) 357-7020
Fax: (954) 236-8108
Email: corpaccrec@us.bureauveritas.com;
ketra.derry@bureauveritas.com
18. Bosque Energy Services Trade $113,263
452 N. Pine St
Kermit, TX 79745
Contact: N. Lewis
Tel: (940) 507-1240
Email: nlewis@bosque-energy.com
19. C & C Transport LLC Trade $110,971
1250 E. Everglade St.
Hobbs, NM 88240
Contact: Cinthia Leija
Tel: (575) 393-0422
Fax: (575) 391-7832
Email: collections@cctrnsp.com
20. Prestige Equipment Rentals, LLC Trade $105,996
7189 Roswell Hwy
Artesia, NM 88210
Contact: Vanessa Coss
Tel: (575) 746-6944
Fax: (575) 746-6467
Email: info@prestigeequiprentals.com
21. Universal Safety Consultants Trade $105,977
1419 St Bernard Ave
New Orleans, LA 70116
Contact: Bobby White
Tel: (877) 786-0284
Email: usc@universal-safety.com
22. Stone Oilfield Service Inc. Trade $100,313
PO Box 10
Lovington, NM 88260
Contact: Janet Watkins
Tel: (575) 396-1840
Email: jwatkins@stoneoilfield.com
23. War Horse Services, LLC Trade $97,497
300 N Marienfeld Ste 1100
Midland, TX 79701
Contact: Janel Burton
Tel: (432) 685-8398
Fax: (432) 682-1250
Email: jburton@reimid.com
24. Butchs Rat Hole & Anchor Trade $96,946
Service, Inc.
PO Box 1323
Levelland, TX 79336-1323
Contact: Kari Clevenger
Tel: (806) 894-6294
Email: payments.brh@brhas.com
25. M&N Services Trade $91,829
PO Box 993
Jal, NM 88252
Contact: Humberto Galindo
Tel: (575) 942-1736
Email: mandnservices@rocketmail.com
26. Select Energy Services LLC Trade $85,763
PO Box 203997
Dallas, TX 75320-3997
Contact: Sara Yarbrough
Tel: (940) 665-9166
Email: sesreceivables@selectenergyservices.com
27. Tanklogix LLC Trade $84,198
1082 West 1700 North
Logan, UT 84321
Contact: Clay Slade
Tel: (435) 755-8030
Email: cslade@interactiverides.com
28. Tanmar Rentals, LLC Trade $77,744
PO Box 1376
Eunice, LA 70535
Contact: Beverly Franchebois
Tel: (337) 432-5384
Email: beverly@tannerservices.net
29. Sunbelt Rentals Oil & Gas Services Trade $76,823
120 Sutton Ridge LN
Fort Mill, SC 29708
Contact: Stephen Leonard
Tel: (803) 228-6464
Fax: (803) 228-6465
Email: pcm720@sunbeltrentals.com
30. JET Specialty and Supply Inc. Trade $72,398
211 Market Ave
Boerne, TX 78006
Contact: Colleen Hamm
Tel: (830) 331-9457
Fax: (830) 331-9480
Email: colleen.hamm@jetspecialty.com
SABLE PERMIAN: Seeks to Hire Evercore Group as Investment Banker
----------------------------------------------------------------
Sable Permian Resources, LLC and its debtor affiliates seek
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Evercore Group L.L.C. as their investment
banker.
Evercore will provide the following services:
(a) Reviewing and analyzing the Debtors' business, operations
and financial projections;
(b) Advising and assisting the Debtors in a Restructuring,
Financing and/or Sale transaction, if the Debtors determine to
undertake such a transaction;
(c) Providing financial advice in developing and implementing a
Restructuring, which would include:
(i) Assisting the Debtors in developing a restructuring plan
or plan of reorganization with respect to the Debtors;
(ii) Advising the Debtors on tactics and strategies for
negotiating with various stakeholders regarding the Plan;
(iii) Providing testimony, as requested by the Debtors, with
respect to matters on which Evercore has been engaged to advise the
Debtors in any proceedings under the Bankruptcy Code that are
pending before a court exercising jurisdiction over the Debtors as
a debtor;
(iv) Providing the Debtors with other financial restructuring
advice as Evercore and the Debtors may deem appropriate;
(v) Analyzing the Debtors' capital structure, debt capacity
and valuation; and
(vi) Without limiting the foregoing, assisting the Debtors in
facilitating the due diligence of the Debtors' business plan and
the proposed transactions by various creditor classes and potential
Investors.
(d) If the Debtors pursue a Financing, assisting the Debtors
in:
(i) Structuring and effecting a Financing;
(ii) Identifying potential Investors and, at the Debtors'
request, contacting such Investors; and
(iii) Working with the Debtors in negotiating with potential
Investors;
(e) If the Debtors pursue a Sale, assisting the Debtors in:
(iv) Structuring and effecting a Sale;
(v) Identifying interested parties and/or potential acquirors
and, at the Debtors' request, contacting such interested parties
and/or potential acquirors; and
(vi) Advising the Debtors in connection with negotiations with
potential interested parties and/or acquirors and aiding in the
consummation of a Sale transaction.
The Debtors believe that the services will not duplicate the
services that other professionals will be providing to the Debtors
in the chapter 11 cases.
The Debtors have agreed to pay Evercore in cash under the following
fee structure:
(a) A monthly fee of $250,000.
(b) A Restructuring Fee of $8,500,000.
(c) A Sale Fee equal to the aggregate product of (i) the
Aggregate Consideration and (ii) 0.9%.
(d) A Financing Fee equal to the applicable percentage(s), as
set
forth below:
Indebtedness Secured by a First Lien 1.0%
Indebtedness Secured by a Second Lien,
Unsecured and/or Subordinated 3.0%
Equity or Equity-linked
Securities/Obligations 5.0%
In addition to the Financing Fee, the Debtors shall pay Evercore a
fee of 1.0% of the debtor-in-possession (DIP) Financing Fee.
(e) In the event a Sale Fee and a Restructuring Fee are both
earned in
connection with a sale of all or substantially all of the Debtors'
assets, only the larger of the Sale Fee and Restructuring Fee shall
be payable.
(f) In the event of any other Sale, up to 50% of the lesser of
the Sale Fee and Restructuring Fee shall be credited (without
duplication) against the greater of the Sale Fee and Restructuring
Fee.
(g) In the event a Financing Fee is payable, up to 50% of the
lesser of the Financing Fee and the Restructuring Fee (or Sale Fee,
if only a Sale Fee is payable in connection with a Restructuring)
shall be credited (without
duplication) against the greater of the Financing Fee and the
Restructuring
Fee (or Sale Fee, if only a Sale Fee is payable in connection with
a Restructuring).
Evercore received $1,761,489.70 from the Debtors for fees and
expense reimbursements in connection with the current prepetition
engagement during the ninety days immediately preceding the
Petition Date, of which $1,000,000 was earned and paid on account
of Monthly Fees, $750,000.00 was paid on account of a DIP Financing
Fee and $11,489.70 was paid on account of expenses (including
$10,000 paid on account of anticipated expenses). As of the
Petition Date, the Debtors did not owe Evercore for any fees or
expenses incurred prior to the Petition Date.
Daniel Aronson, a senior managing director of Evercore Group
L.L.C., disclosed in court filings that the firm is a
"disinterested person" within the meaning of Bankruptcy Code
section 101(14), as required by Bankruptcy Code section 327(a) and
does not hold or represent an interest materially adverse to the
Debtors' estates; and has no connection to the Debtors, their
creditors, or other parties-in-interest in the chapter 11 cases.
The firm can be reached through:
Daniel Aronson
EVERCORE GROUP L.L.C.
One N. Wacker Drive
Chicago, IL 60606
Telephone: (312) 619-4260
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.
SABLE PERMIAN: Seeks to Tap Alvarez & Marsal as Financial Advisor
-----------------------------------------------------------------
Sable Permian Resources, LLC and its debtor affiliates seek
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Alvarez & Marsal North America, LLC (A&M) as
their financial advisor.
A&M will provide the following services:
(a) assistance to the Debtors in the preparation of
financial-related disclosures required by this court;
(b) assistance with the identification and implementation of
short-term cash management procedures;
(c) assistance with the identification of executory contracts
and leases and performance of cost/benefit evaluations with respect
to the affirmation or rejection of each;
(d) assistance to the Debtors' management team and counsel
focused on the coordination of resources related to the ongoing
restructuring effort;
(e) assistance in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which court
approval is sought;
(f) attendance at meetings and assistance in discussions with
potential investors, banks, and other secured lenders, any official
committee(s) appointed in these chapter 11 cases, the United States
Trustee, other parties-in-interest and professionals hired by same,
as requested;
(g) analysis of creditor claims by type, entity, and
individual claim;
(h) assistance in the preparation of information and analysis
necessary for the confirmation of a plan in these chapter 11
cases;
(i) attending, assisting, and preparing materials related to
due diligence sessions, discovery, depositions, negotiations,
mediations, and other relevant meetings, and assisting in
discussions with the Debtors, the Debtors' Board of Managers, any
committee appointed in these chapter 11 cases, other
parties-in-interest, and their respective professionals;
(j) assistance in the evaluation and analysis of avoidance
actions;
(k) assistance in the analysis and preparation of information
necessary to assess the tax attributes related to the confirmation
of a plan in these chapter 11 cases;
(l) litigation advisory services with respect to accounting
and tax matters, along with expert witness testimony on case
related issues as required by the Debtors; and
(m) other activities as are approved by the Responsible
Officers or the Board and agreed to by A&M.
(n) rendering such other general business consulting or such
other assistance as Debtors' management or counsel may deem
necessary consistent with the role of a financial advisor to the
extent that it would not be duplicative of services provided by
other professionals in this proceeding.
The hourly billing rates of the firm's restructuring professionals
are as follows:
Managing Directors $900 – $1,150
Directors $700 – $875
Analysts/Associates $400 – $675
The hourly billing rates of the firm's case management
professionals are as follows:
Managing Directors $850 – $1,000
Directors $675 – $825
Analysts/Consultants $400 – $625
In addition, A&M will be reimbursed for the reasonable
out-of-pocket expenses incurred in connection with this
assignment.
A&M received $400,000 as a retainer in connection with preparing
for and conducting the filing of these chapter 11 cases. In the 90
days prior to the Petition Date, A&M received retainers and
payments totaling $2,922,462.16 in the aggregate for services
performed for the Debtors.
The unapplied residual retainer, which is estimated to total
approximately $531,199.31, will not be segregated by A&M in a
separate account, and will be held until the end of these chapter
11 cases and applied to A&M's finally approved fees in these
proceedings.
Jonathan C. Hickman, a managing director with Alvarez & Marsal
North America, LLC, disclosed in court filings that the firm is a
"disinterested person" within the meaning of Bankruptcy Code
section 101(14).
The firm can be reached through:
Jonathan C. Hickman
ALVAREZ & MARSAL NORTH AMERICA, LLC
112 South Tryon Street, Suite 540
Charlotte, NC 28284
Telephone: (704) 778-4700
Facsimile: (704) 778-4699
E-mail: jhickman@alvarezandmarsal.com
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.
SANUWAVE HEALTH: Stockholders Approve All 7 Proposals at Meeting
----------------------------------------------------------------
At the 2020 Annual Meeting of Stockholders of SANUWAVE Health,
Inc., held on July 23, 2020, the Company's stockholders:
(1) elected Kevin A. Richardson II, John F. Nemelka, Alan L.
Rubino, Michael A. Stolarski, Maj-Britt Kaltoft, and
Thomas Price serve as directors until the 2021 Annual
Meeting of Stockholders or until their respective
successors are duly elected and qualified;
(2) ratified the appointment of Marcum LLP as the Company's
Independent Registered Public Accounting Firm for the
fiscal year ended Dec. 31, 2020;
(3) approved the reincorporation of the Company from the State
of Nevada to the State of Delaware;
(4) approved an Amendment to the Company's Articles of
Incorporation to Increase the Number of Authorized Shares
of the Company's Common Stock by 250 million Shares to 600
million shares;
(5) authorized the Board of Directors to amend the Company's
Articles of Incorporation to effect a reverse stock split
of the Company's outstanding common stock at a ratio of
between 1-for-10 and 1-for-50, with the exact ratio to be
determined by the Board of Directors in its sole
discretion;
(6) approved the compensation of the Company's named executive
officers, as disclosed in the Company's definitive proxy
statement on Schedule 14A for the Annual Meeting, on an
advisory basis; and
(7) approved a triennial frequency of future advisory vote on
executive compensation.
The members of the Audit Committee are Mr. Nemelka (Chair), Mr.
Rubino and Dr. Price. The members of the Compensation Committee
are Mr. Rubino (Chair), Dr. Kaltoft and Dr. Price. The members of
the Nominating and Corporate Governance Committee are Dr. Kaltoft
(Chair), and Messrs. Nemelka and Rubino.
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shockwave
technology company initially focused on the development and
commercialization of patented noninvasive, biological response
activating devices for the repair and regeneration of skin,
musculoskeletal tissue and vascular structures. SANUWAVE's
portfolio of regenerative medicine products and product candidates
activate biologic signaling and angiogenic responses, producing new
vascularization and microcirculatory improvement, which helps
restore the body's normal healing processes and regeneration.
SANUWAVE applies its patented PACE technology in wound healing,
orthopedic/spine, plastic/cosmetic and cardiac conditions. Its
lead product candidate for the global wound care market, dermaPACE,
is US FDA cleared for the treatment of Diabetic Foot Ulcers. The
device is also CE Marked throughout Europe and has device license
approval for the treatment of the skin and subcutaneous soft tissue
in Canada, South Korea, Australia and New Zealand. SANUWAVE
researches, designs, manufactures, markets and services its
products worldwide, and believes it has demonstrated that its
technology is safe and effective in stimulating healing in chronic
conditions of the foot (plantar fasciitis) and the elbow (lateral
epicondylitis) through its U.S. Class III PMA approved OssaTron
device, as well as stimulating bone and chronic tendonitis
regeneration in the musculoskeletal environment through the
utilization of its OssaTron, Evotron and orthoPACE devices in
Europe, Asia and Asia/Pacific. In addition, there are
license/partnership opportunities for SANUWAVE's shockwave
technology for non-medical uses, including energy, water, food and
industrial markets.
SANUWAVE reported a net loss of $10.43 million for the year ended
Dec. 31, 2019, compared to a net loss of $11.63 million for the
year ended Dec. 31, 2018. As of March 31, 2020, SANUWAVE had $3.12
million in total assets, $13.43 million in total liabilities, $2.25
million in redeemable preferred stock, and a total stockholders'
deficit of $12.56 million.
Marcum LLP, in New York, NY, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
30, 2020 citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SCIENTIFIC GAMES: Richard Haddrill Quits as Director
----------------------------------------------------
Mr. Richard M. Haddrill advised Scientific Games Corporation that
he will resign from the Company's Board of Directors effective July
24, 2020.
About Scientific Games
Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries. Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.
Scientific Games reported a net loss of $118 million for the year
ended Dec. 31, 2019, compared to a net loss of $352 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$7.84 billion in total assets, $10.32 billion in total liabilities,
and a total stockholders' deficit of $2.48 million.
SEANERGY MARITIME: Closes Refinancing Resulting in $5.6M Gain
-------------------------------------------------------------
Seanergy Maritime Holdings Corp. reports the successful closing of
the previously announced refinancing of a credit facility secured
by two of its Capesize vessels, M/V Geniuship and M/V Gloriuship,
with a new credit facility secured by the same vessels.
The outstanding balance of the Previous Facility was $29.1 million,
was retired for an amount of $23.5 million following a reduction
accepted by the previous lender. The settlement resulted into a
material $5.6 million gain and equity accretion for the Company
that will be recorded in its financial results for the third
quarter and nine months ending Sept. 30, 2020. The settlement
amount was funded by a combination of proceeds from the New
Facility and cash on hand.
The New Facility has an initial balance of $22.5 million, a
five-year term and reduced quarterly repayments that will
positively impact the break-even rates of the underlying vessels,
as well as less restrictive financial covenants and value
maintenance provisions enhancing the Company's financial
flexibility. This refinancing and the settlement achieved with the
outgoing lender will result in a $6.6 million aggregate reduction
in the Company's debt.
Seanergy is in advanced discussions with other lenders of the
Company with maturities falling due in 2020 with the objective of
extending the maturities and improving the financing terms of these
facilities.
Stamatis Tsantanis, the Company's chairman & chief executive
officer, stated:
"We are pleased to announce another important achievement for
Seanergy. The closing of this refinancing has resulted in a $6.6
million debt reduction and a $5.6 million equity accretion, both of
material significance for our Company.
"As mentioned in our recent earnings release, the first half of
2020 was one of the most challenging periods in the history of
drybulk shipping. Capesize daily spot rates averaged approximately
$7,000 through Q1 and Q2, which is a fraction of the normalized
mid-cycle rates of approximately $25,000.
"During this period, we acted to further strengthen our balance
sheet by raising equity from our shareholders to reduce our debt
levels and capitalize on market opportunities. The recent
acquisition of the M/V Goodship was agreed at a historically low
value. In addition, the refinancing of the credit facility
announced today will result in a $6.6 million debt reduction on our
balance sheet.
"We are also in advanced discussions with the remaining lenders of
the Company with maturities falling due in 2020 to extend the
maturities and improve the financing terms of these facilities. We
expect to announce the positive outcome of these discussions soon.
"In the second half of 2020, the Capesize market has improved
significantly and the average daily spot rates are at approximately
$26,000. Seanergy will continue to pursue opportunities that will
serve our strategic targets and further delever the Company during
what we expect to be a much stronger market environment."
About Seanergy Maritime
Greece-based Seanergy Maritime Holdings Corp. --
http://www.seanergymaritime.com/-- is an international shipping
company that provides marine dry bulk transportation services
through the ownership and operation of dry bulk vessels. Seanergy
provides marine dry bulk transportation services through a modern
fleet of 10 Capesize vessels, with a cargo-carrying capacity of
approximately 1,748,581 dwt and an average fleet age of
approximately 11 years. The Company is incorporated in the
Marshall Islands and has executive offices in Athens, Greece and an
office in Hong Kong.
Seanergy Maritime reported a net loss of US$11.70 million for the
Dec. 31, 2019, a net loss of US$21.06 million for the year ended
Dec. 31, 2018, and a net loss of US$3.23 million for the year ended
Dec. 31, 2017. As of Dec. 31, 2019, the Company had US$282.55
million in total assets, US$252.69 million in total liabilities,
and US$29.86 million in total stockholders' equity.
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, the Company's auditor since 2012, issued a "going
concern" qualification in its report dated March 5, 2020 citing
that the Company has a working capital deficiency and has stated
that substantial doubt exists about the Company's ability to
continue as a going concern. In addition, the Company has not
complied with a certain covenant of a loan agreement with a bank.
SEVEN COUNTIES SERVICES: Chapter 11 Filing Valid, 6th Cir. Says
---------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit issued another
ruling on the case captioned KENTUCKY EMPLOYEES RETIREMENT SYSTEM;
BOARD OF TRUSTEES OF KENTUCKY RETIREMENT SYSTEMS,
Appellants-Cross-Appellees, v. SEVEN COUNTIES SERVICES, INC.,
Appellee-Cross-Appellant, Nos. 16-5569, 16-5644 (6th Cir.), after
the Kentucky Supreme Court responded to the Sixth Circuit's
certified question.
For decades, Seven Counties Services, Inc., a nonprofit provider of
mental health services, participated in Kentucky's public pension
plan, the Kentucky Employees Retirement System. Specifically,
Seven Counties has participated in KERS since 1979 when the
Governor issued an executive order "designat[ing] Seven Counties
Services, Inc. as a participating department in the Kentucky
Employe[e]s Retirement System." In the past decade, participation
in KERS became an increasingly heavy financial burden for Seven
Counties. Seven Counties tried to rehabilitate its finances by
rejecting its relationship with KERS through filing for
reorganization under Chapter 11 of the Bankruptcy Code.
When Seven Counties filed its bankruptcy petition in April 2013,
the KERS employer contribution rate was 24% of each employee's
"creditable compensation," as defined in K.R.S. section 61.510(13);
the contribution rate increased to 27% on July 1, 2013 and rose
again to 39% beginning July 1, 2014.
As of June 30, 2013, Seven Counties had 1,219 active employees,
including the 926 employees Seven Counties has reported to KERS as
inactive despite their continued employment. There were 361 Seven
Counties retirees and their surviving beneficiaries receiving an
annual KERS benefit. Of Seven Counties' former employees, 283 had
earned vested benefits but were not yet receiving them, and there
were 1,342 terminated, nonvested employees. Seven Counties
represented 3,205 of the 126,466 members in the KERS Non-Hazardous
plans, or 2.53% from a straight capitation basis.
At the 24% employer contribution rate, Seven Counties could
"perform its charitable mission or pay System contributions that
[would] force it to terminate operations," it could not "do both."
In the core bankruptcy proceedings, Seven Counties moved to reject
its relationship with KERS, arguing that the relationship was based
on an executory contract. Seven Counties also commenced an
adversary proceeding against KERS, arguing that it should be
relieved of its contribution obligations to KERS even if those
obligations are statutory in nature. It sought a declaration that
it was ineligible to participate in KERS under Kentucky Law or the
Employment Retirement Income Security Act (ERISA).
KERS moved to dismiss Seven Counties' adversary proceeding, raising
sovereign immunity as a defense. The bankruptcy court denied the
motion to dismiss; KERS filed an interlocutory appeal and moved to
stay Seven Counties' adversary proceeding pending the appeal of the
denial of sovereign immunity. The bankruptcy court agreed not to
take any action on Seven Counties' adversary proceeding during the
pendency of KERS's interlocutory appeal regarding sovereign
immunity.
KERS filed its own adversary proceeding, arguing that Seven
Counties is a governmental unit ineligible to file under Chapter
11, that the relationship between Seven Counties and KERS is based
on a statutory obligation, and that Seven Counties must fulfill
that obligation during the pendency of the proceeding.
After a trial on KERS's adversary complaint, the bankruptcy court
held that Seven Counties is eligible to file under Chapter 11, that
the relationship between Seven Counties and KERS is based on an
executory contract, and that Seven Counties is not required to make
any post-petition contributions under 28 U.S.C. section 959(b). The
court found it unnecessary to consider the claims and defenses
raised by Seven Counties in its adversary proceeding.
KERS appealed to the district court. Seven Counties filed what it
called a "protective cross appeal," raising the alternative reasons
-- specified in its adversary proceeding -- for upholding the
bankruptcy decision in the event the district court found the
relationship between KERS and Seven Counties to be statutory rather
than contractual. The district court affirmed the bankruptcy
court's conclusions regarding Seven Counties' eligibility to file,
the contractual nature of the relationship between Seven Counties
and KERS, and Seven Counties' entitlement to relief from making
contributions during the pendency of the proceeding. It dismissed
Seven Counties' cross appeal as moot.
Meanwhile, the bankruptcy court confirmed Seven Counties' First
Amended Plan of Reorganization on January 6, 2015, and the plan
became effective Feb. 6, 2015. During the pendency of the
bankruptcy -- April 6, 2013 to Feb. 6, 2015 -- Seven Counties did
not submit monthly reports of employee "creditable compensation" or
withhold and pay employee and employer contributions to KERS that
would have been due had such monthly reports been filed. Based on
Seven Counties' annual payroll and the applicable employer
contribution rates, KERS claims that Seven Counties was statutorily
obligated to pay KERS $30,323,775.31 during that period.
KERS appealed the district court's ruling to the Sixth Circuit.
Seven Counties cross appealed to preserve its alternative arguments
for affirming the decisions of the bankruptcy and district courts.
The Sixth Circuit initially affirmed the conclusion that Seven
Counties is eligible to file under Chapter 11 because the
Commonwealth of Kentucky does not exercise the requisite degree of
control over Seven Counties to render it a governmental unit or
state instrumentality under the Bankruptcy Code. But lacking state
court precedent characterizing the nature of the relationship
between Seven Counties and KERS, the appeals court certified that
question to the Kentucky Supreme Court. The Sixth Circuit
explained that if the Kentucky Supreme Court found the relationship
to be statutory in nature, "Seven Counties would be unable to
reject its obligations to participate as an executory contract,
which would resolve the core claim raise in KERS's adversary
proceeding." The "issue of whether that obligation must be
faithfully maintained during the pendency of proceedings under 28
U.S.C. section 959(b) would remain," the Sixth Circuit said.
Before the Kentucky Supreme Court answered the certified question
or the Sixth Circuit court entered a final judgment in this case,
KERS filed a petition for rehearing en banc, which the Sixth
Circuit held in abeyance pending a response from the Kentucky
Supreme Court and entry of final judgment.
The Kentucky Supreme Court then held that Seven Counties'
participation in and contributions to KERS are based on a statutory
obligation. The Court determined that Seven Counties' payments to
KERS qualified as "statutorily mandated assessments" under Kentucky
law.
Seven Counties argues that section 959(b) does not apply to the
statutory framework governing its relationship with KERS because
section 959(b) "has not been extended beyond" the realm of laws
enforcing a state's police power to protect the health and safety
of its citizens. It is true that this court has approved section
959(b)'s use only rarely -- as, for example, in cases involving
hazardous waste cleanup, or termination of utilities service
without notice. KERS cites no cases in which section 959(b) has
been invoked to require payments into a pension system. But the
lack of such enforcement cases is likely because it is recognized
that companies may discharge pension obligations in Chapter 11
reorganization proceedings. Pension obligations, moreover, are
typically not based on state law statutory obligations, though such
is the circumstance in Seven Counties' case.
The Kentucky Supreme Court also found that Seven Counties' payments
to KERS were statutorily mandated assessments.
Applying section 959(b)'s plain language (and considering its
application by other circuits), the Sixth Circuit last week
concluded that Seven Counties was required to manage its property
according to the valid state laws and make contributions during the
pendency of the bankruptcy proceeding.
As the Sixth Circuit's prior opinion made clear, whether Seven
Counties was eligible to file for Chapter 11 bankruptcy is a
question distinct from the nature of its relationship with KERS.
According to the Sixth Circuit, the Kentucky Supreme Court's
conclusion that the relationship is statutory rather than
contractual has no impact on the Sixth Circuit's earlier
determination that the Commonwealth of Kentucky does not exercise
the necessary forms of control over Seven Counties for the private
non-profit organization to be a governmental unit.
Seven Counties' remaining arguments concerning why it did not need
to make contributions during the pendency of the proceedings are
without merit.
Meanwhile, Judge David McKeague said he concurs in the majority's
resolution of the few remaining issues before the court. But on the
question of whether Seven Counties can file under Chapter 11, he
said the majority used the wrong test and reached the wrong result.
So, on that issue, he dissents.
A copy of the Sixth Circuit's Opinion dated July 20, 2020 is
available at https://bit.ly/2BwpCBl from Leagle.com.
About Seven Counties
Seven Counties Services Inc., a not-for-profit behavioral health
and developmental services center from Louisville, Kentucky, filed
for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) on
April 4, 2013. It provides services at several locations, schools
and community centers covering Jefferson, Bullitt, Henry, Oldham,
Shelby, Spencer and Trimble counties.
The petition was signed by Anthony M. Zipple, its then
president/CEO. The Debtor scheduled assets of $45.6 million and
liabilities of $233 million.
Judge Joan A. Lloyd presided over the case. Lawyers at Seiller
Waterman LLC, served as counsel to the Debtor. Bingham Greenebaum
Doll LLP and Wyatt, Tarrant & Combs LLP was retained by the Debtor
as special counsel. Hall, Render, Killian, Heath & Lyman, PLLC,
served as special counsel to represent and advise the Debtor in the
implementation of a new software system. Peritus Public Relations,
LLC, was tapped to provide public relations and public affairs
support in Kentucky.
Fifth Third Bank, the cash collateral lender, was represented by
Brian H. Meldrum, Esq., at Stites & Harbison PLLC.
The bankruptcy court confirmed Seven Counties' First Amended Plan
of Reorganization on January 6, 2015, and the plan became effective
February 6, 2015.
In October 2016, Seven Counties announced its merger with
not-for-profit Tennessee-based Centerstone. The combined
operations became known as Centerstone of Kentucky. Seven Counties
president and CEO Zipple became CEO of Centerstone of Kentucky.
SHAWNEE CONSTRUCTION: Seeks to Tap Ritter Spencer as Legal Counsel
------------------------------------------------------------------
Shawnee Construction, LLC and Circle L Construction, Inc. seek
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Ritter Spencer PLLC as their legal counsel.
Ritter Spencer PLLC will render the following services:
(a) take all necessary actions to protect and preserve
Debtors' bankruptcy estate;
(b) prepare legal papers; and
(c) formulate, negotiate and propose a Chapter 11 plan of
reorganization.
The firm's hourly rates are as follows:
David D. Ritter $325
Associates $225
Clerks and Paralegals $150
The firm received a retainer of $13,434 from Debtors.
David Ritter, Esq., at Ritter Spencer, 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:
David D. Ritter, Esq.
Ritter Spencer PLLC
15455 Dallas Parkway, Suite 600
Addison, TX 75001
Telephone: (214) 295-5078
Facsimile: (214) 329-4362
Email: dritter@ritterspencer.com
About Shawnee Construction
Shawnee Construction, LLC is a company that provides horizontal
directional drilling services. Visit
https://www.shawneeconstructionllc.com for more information.
Shawnee Construction sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 20-42072) on June 16, 2020. Shawnee Construction
President Richard Van Weezel signed the petition. At the time of
the filing, Debtor disclosed estimated assets of $1 million to $10
million and estimated liabilities of the same range. Ritter
Spencer PLLC is Debtor's legal counsel.
SM ENERGY: CEO Ottoson Plans to Retire This Year
------------------------------------------------
SM Energy Company reports that President and Chief Executive
Officer Javan (Jay) D. Ottoson has advised the Board of Directors
of SM Energy of his intention to retire before the end of 2020. Mr.
Ottoson will remain a member of the Board of Directors until the
next annual meeting in May 2021.
The Company also announced that Herbert S. Vogel has been appointed
to the position of president of the Company. Mr. Vogel was
appointed executive vice president and chief operating officer of
the Company in June 2019, having previously served as executive
vice president-operations of the Company since August 2014. Mr.
Vogel joined the Company in March 2012 after holding leadership
positions with ARCO and BP, and has 36 years of experience in the
oil and gas business. The Board of Directors intends to promote
Mr. Vogel to chief executive officer effective upon Mr. Ottoson's
departure.
"On behalf of the Board of Directors, I want to congratulate Jay on
a successful and impactful career. Through 14 years with the
Company, and more than five years as our Chief Executive Officer,
his strength of character has had an incredible impact on the
Company and our team, including our directors, employees, and
service partners. Through Jay's leadership, SM Energy transformed
itself into a premier operator in the Permian and Maverick Basins
in Texas. I would like to thank Jay for his commitment to SM
Energy, his leadership, guidance, and steady hand during a highly
volatile time in our industry," said William Sullivan, chairman of
the SM Energy Board of Directors.
Mr. Ottoson joined the Company in December 2006 as executive vice
president and chief operating officer. Mr. Ottoson was appointed
as president of the Company in October 2012 and as chief executive
officer of the Company in February 2015.
"It has been a privilege and a pleasure to be part of the great
team at SM Energy," said Mr. Ottoson. "Herb is an integral part of
leadership and is an energetic and highly capable executive. I am
confident he will serve our Company well through challenging and
better times. I expect a smooth and effective transition during my
remaining time at the Company."
About SM Energy
SM Energy Company is an independent energy company engaged in the
acquisition, exploration, development, and production of crude oil,
natural gas, and natural gas liquids in the state of Texas.
SM Energy recorded a net loss of $187 million for the year ended
Dec. 31, 2019.
* * *
As reported by the TCR on June 26, 2020, S&P Global Ratings raised
its issuer credit rating on U.S.-based oil and gas exploration and
production (E&P) company SM Energy Co. to 'CCC+' from 'SD'
(selective default).
As reported by the TCR on May 5, 2020, Moody's Investors Service
downgraded SM Energy Company's Corporate Family Rating to Caa1 from
B3. The downgrade reflects the company's intention to issue new
secured debt to exchange for up to $1,681 million of its senior
unsecured notes at a 35% to 50% discount to par, a transaction
Moody's views as a distressed exchange and thus, a default. Also
in May 2020, Fitch Ratings downgraded SM Energy Company's Issuer
Default Rating to 'C' from 'B-' following the company's
announcement of an offer to exchange a series of senior secured
notes for new second lien notes.
SPANISH BROADCASTING: Stockholders Elect Six Directors
------------------------------------------------------
Spanish Broadcasting System, Inc., held its annual meeting of
stockholders on July 24, 2020, at which the stockholders elected
Raul Alarcon, Joseph A. Garcia, Manuel E. Machado, Jason L.
Shrinsky, Jose A. Villamil, and Mitchell A. Yelen as directors.
About Spanish Broadcasting
Spanish Broadcasting System, Inc. (SBS) --
http://www.spanishbroadcasting.com-- owns and operates radio
stations located in the top U.S. Hispanic markets of New York, Los
Angeles, Miami, Chicago, San Francisco and Puerto Rico, airing the
Tropical, Regional Mexican, Spanish Adult Contemporary, Top 40 and
Urbano format genres. SBS also operates AIRE Radio Networks, a
national radio platform of over 275 affiliated stations reaching
95% of the U.S. Hispanic audience. SBS also owns MegaTV, a network
television operation with over-the-air, cable and satellite
distribution and affiliates throughout the U.S. and Puerto Rico,
produces a nationwide roster of live concerts and events, and owns
a stable of digital properties, including La Musica, a mobile app
providing Latino-focused audio and video streaming content and
HitzMaker, a new-talent destination for aspiring artists.
Spanish Broadcasting recorded a net loss of $928,000 for the year
ended Dec. 31, 2019, compared to net income of $16.49 million for
the year ended Dec. 31, 2018. As of March 31, 2020, the Company
had $453.36 million in total assets, $547.98 million in total
liabilities, and a total stockholders' deficit of $94.62 million.
Crowe LLP, in Fort Lauderdale, Florida, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
March 30, 2020, citing that the 12.5% Senior Secured Notes had a
maturity date of April 15, 2017. Cash from operations or the sale
of assets was not sufficient to repay the notes when they became
due. In addition, at Dec. 31, 2019, the Company had a working
capital deficiency. These factors raise substantial doubt about
its ability to continue as a going concern.
SPURLOWS ARCHERY: Seeks Approval to Hire Buddy D. Ford as Counsel
-----------------------------------------------------------------
Spurlows Archery Pro Shop, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Buddy
D. Ford, P.A. as its legal counsel.
The firm will provide the following services:
(a) advise Debtor of its powers and duties in the continued
operation of its business and management of the property of its
bankruptcy estate;
(b) prepare and file schedules of assets and liabilities,
statement of affairs, and other documents required by the court;
(c) represent Debtor at the Section 341 creditors' meeting;
(d) advise Debtor of its responsibilities in complying with
the U.S. Trustee's Operating Guidelines and Reporting Requirements
and with the rules of the court;
(e) prepare legal papers; and
(f) represent Debtor in negotiation with its creditors in the
preparation of its Chapter 11 plan.
The firm's hourly rates are as follows:
Buddy Ford, Esq. $425
Senior Associate Attorneys $375
Junior Associate Attorneys $300
Senior Paralegals $150
Junior Paralegals $100
Prior to its bankruptcy filing, Debtor paid advance fees as
follows: $1,000 pre-filing fee retainer; $5,283 post-filing fee and
cost retainer; and $1,717 filing fee.
Buddy D. Ford does not represent any interest adverse to Debtor and
its estate, according to court filings.
The firm can be reached through:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615
Telephone: (813) 877-4669
Email: Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About Spurlows Archery Pro Shop
Spurlows Archery Pro Shop, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-05340) on July
13, 2020, listing under $1 million in both assets and liabilities.
Buddy D. Ford, P.A. is Debtor's legal counsel.
SUITABLE TECHNOLOGIES: Aug. 12 Auction of All Assets Set
--------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized Suitable Technologies, Inc.'s bidding
procedures in connection with the auction sale of substantially all
assets.
The Sale Notice is approved.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 7, 2020 at 5:00 p.m. (ET)
b. Initial Bid: In the event that there is a Stalking Horse
Purchaser, the aggregate consideration proposed by the Qualifying
Bidder must equal or exceed the sum of the amount of (A) any
Stalking Horse Purchase Price, (B) any Break-Up Fee, (C) any
Expense Reimbursement, and (D) $100,000
c. Deposit: 10% of the purchase price
d. Auction: If the Debtor timely receives more than one
Qualifying Bid, then the Debtors will conduct the Auction via video
and/or teleconference on Aug. 12, 2020 at 10:00 a.m. (ET). Only
the Debtor, the Auction Bidders, the Consultation Parties, and
creditors of the Debtor, together with the professional advisors to
each of the foregoing parties, may attend the Auction; provided
that any such creditors provide counsel for the Debtor written
notice of their intent to attend the Auction no later than 5:00
p.m. (ET) the day prior to the Auction.
e. Bid Increments: at least 5% of the Baseline Bid
f. Sale Hearing: Aug. 20, 2020 at 3:00 p.m. (ET)
g. Sale Objection Deadline: Aug. 18, 2020 at 4:00 p.m. (ET)
h. Closing: No later than Aug. 28, 2020
The Order will be effective immediately upon entry, and any stay of
orders provided for in Bankruptcy Rules 6004(h) or 6006(d) or any
other provision of the Bankruptcy Code, the Bankruptcy Rules or the
Local Rules is expressly waived. The Debtor is not subject to any
stay in the implementation, enforcement or realization of the
relief granted in the Order, and may, in its sole discretion and
without further delay, take any action and perform any act
authorized or approved under the Order.
The Schedule A is a summary of the key dates established by the
Order.
A copy of the Schedule A and the Bidding Procedures is available at
https://tinyurl.com/yxwwezxg from PacerMonitor.com free of charge.
About Suitable Technologies
Headquartered in Palo Alto, California, Suitable Technologies,
Inc.
-- https://www.suitabletech.com/ -- develops, manufactures, and
sells telepresence system and technology platforms in both
domestic
and international markets. It also maintains an intellectual
property portfolio, which includes a number of different patents
associated with, among other things, wireless connectivity as well
as trademarks in the United States and other foreign
jurisdictions.
Its primary product is called "Beam", a telepresence device
designed to promote remote collaboration, provide individuals with
the ability to communicate remotely with others on both a visual
and audio basis, and move freely through a workplace using the
Company's manufactured devices and companion software.
Suitable Technologies, Inc., sought Chapter 11 protection (Bankr.
D. Del. Case No. 20-10432) on Feb. 26, 2020. The Debtor was
estimated to have $10 million to $50 million in assets and $50
million to $100 million in liabilities.
The Hon. Mary F. Walrath is the case judge.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP as counsel;
and Stout Risius Ross Advisors, LLC, as investment banker.
Asgaard
Capital LLC is the staffing provider and its founder, Charles C.
Reardon, is presently serving as CRO for the Debtor. Donlin,
Recano & Company, Inc., is the claims agent.
SUMMIT MIDSTREAM: Extends Exchange Expiration Date to July 28
-------------------------------------------------------------
Summit Midstream Partners, LP, has further amended the expiration
date on its offer to exchange any and all of its 9.50% Series A
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred
Units for newly issued common units representing limited partner
interests in the Partnership, from 5:00 p.m. New York city time on
Friday, July 24, 2020, to 5:00 p.m. New York city time on Tuesday,
July 28, 2020, unless further extended. As of July 23, 2020, based
on information provided by American Stock Transfer & Trust Company,
LLC, the depositary of the Exchange Offer, 22,619 Series A
Preferred Units had been tendered and not validly withdrawn. In
addition, SMLP is providing updated 2020 financial guidance,
preliminary second quarter 2020 financial and operating results and
the timing for the release of its second quarter earnings and
information for its second quarter 2020 earnings call.
Heath Deneke, president, chief executive officer and chairman of
SMLP commented, "We expect second quarter 2020 financial and
operational results to be in-line with our expectations and
consistent with the environment we described on our last earnings
call, which highlighted a slow-down in production activity,
deferral of well completions from customers, particularly in the
Williston and DJ basins, and instances of temporary economic
shut-ins of existing production. The outperformance of a five-well
pad site in our Utica Shale segment was a growth driver for
quarterly natural gas volume throughput and we expect average daily
volume throughput for the Utica Shale segment to be up more than
80% compared to the first quarter of 2020. Accordingly, we expect
second quarter 2020 net income in the range of $46 million to $68
million, adjusted EBITDA in the range of $63 million to $65
million, natural gas volume throughput on our operated systems of
1.3 Bcf/d to 1.4 Bcf/d and liquids volume throughput of 74 Mbbl/d
to 78 Mbbl/d."
"We continue to monitor market dynamics and work closely with our
customers to refine our full year 2020 expectations. The overall
macro backdrop remains very challenging with the ongoing COVID-19
pandemic, depressed commodity prices, reduced drilling and
completion activity and various oil and gas company bankruptcy
filings. Although crude oil prices have improved and the risk of
additional production curtailments in liquids-focused areas has
abated, certain producers behind our systems have been slower than
expected to bring production back online. Furthermore, in the
Utica Shale, a customer has recently curtailed in excess of 150
MMcf/d of production which we now expect will remain offline
awaiting more favorable natural gas prices in late 2020 and into
2021. Further, SMLP has recently amended a gathering contract with
a key Williston Basin customer to extend the term of the gathering
agreement acreage dedication, in exchange for a modest gathering
fee concession, which has a modest impact to our 2020 financial
guidance. Given these developments, we are revising our 2020
EBITDA guidance range to a new range of $250 million to $260
million. We remain focused on operating safely, controlling costs
and managing capital expenditures in a disciplined manner and are
maintaining our 2020 total capital expenditures guidance range of
$30 million to $50 million, including approximately $10 million to
$20 million related to equity investment in Double E. I look
forward to speaking in greater detail about the quarter and our
revised guidance during our upcoming second quarter 2020 earnings
call in August."
Second Quarter 2020 Earnings Call Information
SMLP will report operating and financial results for the second
quarter of 2020 on Friday, Aug. 7, 2020, before the start of
trading on the New York Stock Exchange. SMLP will host a
conference call at 10:00 a.m. Eastern on Friday, Aug. 7, 2020, to
discuss its quarterly operating and financial results. Interested
parties may participate in the call by dialing 847-585-4405 or
toll-free 888-771-4371 and entering the passcode 49844223. The
conference call, webcast live and archive of the call can be
accessed through the Investors section of SMLP's website at
www.summitmidstream.com.
About Summit Midstream Partners
Summit Midstream Partners is a value-driven limited partnership
focused on developing, owning and operating midstream energy
infrastructure assets that are strategically located in
unconventional resource basins, primarily shale formations, in the
continental United States. SMLP provides natural gas, crude oil and
produced water gathering services pursuant to primarily long-term
and fee-based gathering and processing agreements with customers
and counterparties in six unconventional resource basins: (i) the
Appalachian Basin, which includes the Utica and Marcellus shale
formations in Ohio and West Virginia; (ii) the Williston Basin,
which includes the Bakken and Three Forks shale formations in North
Dakota; (iii) the Denver-Julesburg Basin, which includes the
Niobrara and Codell shale formations in Colorado and Wyoming; (iv)
the Permian Basin, which includes the Bone Spring and Wolfcamp
formations in New Mexico; (v) the Fort Worth Basin, which includes
the Barnett Shale formation in Texas; and (vi) the Piceance Basin,
which includes the Mesaverde formation as well as the Mancos and
Niobrara shale formations in Colorado. SMLP has an equity
investment in Double E Pipeline, LLC, which is developing natural
gas transmission infrastructure that will provide transportation
service from multiple receipt points in the Delaware Basin to
various delivery points in and around the Waha Hub in Texas. SMLP
also has an equity investment in Ohio Gathering, which operates
extensive natural gas gathering and condensate stabilization
infrastructure in the Utica Shale in Ohio. SMLP is headquartered
in Houston, Texas.
SMLP reported a net loss of $369.83 million for the year ended Dec.
31, 2019, compared to net income of $42.35 million for the year
ended Dec. 31, 2018. As of March 31, 2020, the Company had $2.62
billion in total assets, $1.80 billion in total liabilities, $62.34
million in mezzanine capital, and $757.92 million in total
partners' capital.
* * *
As reported by the TCR on June 30, 2020, S&P Global Ratings lowered
the issuer credit rating on Summit Midstream Partners LP (SMLP) to
'SD' (selective default) from 'CCC'. "SMP Holdings remains, in our
view, an unrestricted nonstrategic subsidiary of the partnership.
The term debt has no guarantees and is non-course to SMLP. As a
result, we are affirming the 'CCC' issuer credit rating on SMP
Holdings and putting it on CreditWatch with negative implications
to highlight the possibility of a near-term term loan
restructuring," S&P said.
TAILORED BRANDS: Gets Noncompliance Notice from NYSE
----------------------------------------------------
Tailored Brands, Inc. received notification from the New York Stock
Exchange on July 22, 2020 that the Company is no longer in
compliance with the NYSE continued listing criteria that requires
listed companies to maintain a 30-trading day average market
capitalization of $50 million coupled with stockholders' equity of
at least $50 million and an average closing share price of at least
$1.00 over a consecutive 30 trading-day period.
The NYSE notification does not affect the Company's business
operations or its Securities and Exchange Commission reporting
requirements, nor does it trigger a breach under the Company's
material debt obligations.
In accordance with the NYSE rules, within 10 business days from
receipt of the notice the Company intends to confirm to the NYSE
receipt of the notice and the Company's intent to cure the
deficiencies and return to compliance with NYSE continued listing
requirements. Under NYSE rules, the Company may cure the
deficiencies and regain compliance during the 18-month period
following receipt of the notice. The Company's common stock will
continue to be listed and trade on the NYSE during this period,
subject to the Company's compliance with other NYSE continued
listing requirements. If the Company fails to regain compliance
during the cure period, its common stock will be subject to the
NYSE's suspension and delisting procedures.
About Tailored Brands
Tailored Brands, Inc., is an omni-channel specialty retailer of
menswear, including suits, formalwear and a broad selection of
polished and business casual offerings. The Company delivers
personalized products and services through its convenient network
of over 1,400 stores in the United States and Canada as well as its
branded e-commerce websites at http://www.menswearhouse.com/and
http://www.josbank.com/Its brands include Men's Wearhouse, Jos. A.
Bank, Moores Clothing for Men and K&G.
Tailored Brands reported a net loss of $82.28 million for the year
ended Feb. 1, 2020, compared to net earnings of $83.24 million for
the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had
$2.42 billion in total assets, $2.52 billion in total liabilities,
and a total shareholders' deficit of $98.31 million.
* * *
As reported by the TCR on July 7, 2020, S&P Global Ratings lowered
its issuer credit rating on Fremont, Calif.-based specialty apparel
retailer Tailored Brands Inc. to 'D' from 'CCC+'. S&P does not
expect the company will make the interest payment within the 30-day
grace period. The rating agency downgraded the company because it
believes the company will eventually pursue a comprehensive
restructuring.
TECH DATA: Moody's Cuts Unsecured Notes to B1 on Apollo Buyout
--------------------------------------------------------------
Moody's Investors Service downgraded the remaining, untendered
senior unsecured notes of Tech Data Corporation to B1 from Baa3 as
a result of the recent debt-financed buyout by Apollo Global
Management. These actions conclude the review for downgrade
initiated by Moody's on November 14, 2019.
Downgrades:
Issuer: Tech Data Corporation
Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
Baa3
Outlook Actions:
Issuer: Tech Data Corporation
Outlook, Changed to No Outlook from Rating Under Review
In conjunction with the change in ownership, the instrument ratings
on the untendered senior unsecured notes will become part of Tech
Data Corporation (New). All other ratings of Tech Data will be
withdrawn.
RATINGS RATIONALE
The take-private buyout of Tech Data by Apollo Global Management
closed at the end of June 2020, but not all of Tech Data's senior
unsecured notes were tendered prior to closing. Moody's downgraded
instrument ratings for the remaining, untendered notes (roughly
$200 million) to B1 from Baa3 reflecting their unsecured position
behind the roughly $4.9 billion of secured ABL debt instruments
that were raised to partially finance the buyout. On June 15, 2020,
Moody's assigned a Ba2 CFR to Tech Data Corporation (New)
reflecting increased leverage and ownership by a financial
sponsor.
Governance risks are a key consideration given Tech Data's new
ownership by a financial sponsors and history of debt financed
acquisitions. Notwithstanding the $3.75 billion of equity (over 60%
of purchase price) invested by Apollo to finance the take private
transaction, Moody's believes the company's financial policies will
be aggressive characterized by high financial leverage and
private-equity ownership which can lead to debt financed
acquisitions or distributions to enhance equity returns. Lack of
public financial disclosure and the absence of board independence
represent additional risk.
Tech Data Corporation, based in Clearwater, FL, is one of the
largest distributors of technology equipment and software in the
world. The company provides IT products and solutions to
value-added resellers, direct marketers, retailers, and corporate
resellers with a focus on the small-to-medium sized business (SMB)
segment. At the end of June 2020, Apollo Global Management acquired
Tech Data in a debt financed buyout.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
THIRD DAY NIPOMO: Hires Yoon O. Ham as Bankruptcy Counsel
---------------------------------------------------------
Third Day Nipomo, LLC, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Office of Yoon O. Ham, as bankruptcy counsel to the Debtor.
Third Day Nipomo requires Yoon O. Ham to:
a. advise the Debtor on the requirements of the Court, the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and
the Office of the United States Trustee's (the "U.S.
Trustee") Guidelines and Requirements for Chapter 11
Debtors in Possession, as they pertain to the Debtor;
b. advise the Debtor on the rights and remedies of its
bankruptcy estate and the rights, claims, and interests of
creditors;
c. represent the Debtor in any proceeding or hearing before
the Court involving its estate, unless the Debtor is
represented in such proceeding or hearing by other special
counsel;
d. conduct examinations of witnesses, claimants, or adverse
parties and representing the Debtor in any adversary
proceeding, except to the extent that any such proceeding
is in an area outside of the Firm's expertise or beyond
the Firm's staffing capabilities;
e. prepare and assist the Debtor in the preparation of
reports, motions, applications, pleadings, and orders in
its Chapter 11 case, including, but not limited to,
applications to employ professionals, interim statements
and operating reports, initial case opening documents,
schedules and the statement of financial affairs, and other
court-filed papers addressing, as appropriate, leases, cash
collateral, financing, and the use, sale, or lease of
property outside the ordinary course of business;
f. assist the Debtor in the negotiation, formulation,
preparation, and confirmation of a plan of reorganization;
and
g. perform any other legal services which may be appropriate,
required, or in the interests of the Debtor in the Firm's
representation of the Debtor during its chapter 11 case.
Yoon O. Ham will be paid at these hourly rates:
Attorneys $450 to $500
Paralegals $200
Prior to the petition date, Yoon O. Ham received payment from the
Debtor of $1,717 as filing fee.
Yoon O. Ham will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Yoon O. Ham, partner of the Law Office of Yoon O. Ham, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Yoon O. Ham can be reached at:
Yoon O. Ham, Esq.
LAW OFFICE OF YOON O. HAM
1425 W Foothill Blvd., Ste 235
Upland, CA 91786
Tel: (909) 256-2920
E-mail: hamyesq@gmail.com
About Third Day Nipomo
Third Day Nipomo LLC, based in Los Angeles, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-16147) on July 7, 2020. In
the petition signed by Michael Meyer, manager, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. The Hon. Barry Russell oversees the case. The LAW
OFFICE OF YOON O. HAM, serves as bankruptcy counsel to the Debtor.
TREESIDE CHARTER: Hires Hashimoto Forensic as Financial Advisor
---------------------------------------------------------------
Treeside Charter School seeks authority from the U.S. Bankruptcy
Court for the District of Utah to employ Hashimoto Forensic
Accounting, LLC, as accountant and financial advisor to the
Debtor.
By order dated December 18, 2019, the Court approved the Debtor's
employment of Mark D. Hashimoto and the firm Piercy Bowler Taylor &
Kern as accountant and financial advisor.
Effective July 1, 2020, Mark D. Hashimoto is departing from Piercy
Bowler, and has founded his own firm, Hashimoto Forensic
Accounting, LLC. The Debtor desires to continue to retain Hashimoto
Forensic to assist with accounting and other financial matters.
The nature and extent of the services to be performed by Hashimoto
Forensic are unchanged from those contemplated at the outset of
this case and previously approved by the Court.
Hashimoto Forensic will be paid at the hourly rate of $185 to
$325.
Hashimoto Forensic will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mark D. Hashimoto, partner of Hashimoto Forensic Accounting, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Hashimoto Forensic can be reached at:
Mark D. Hashimoto
HASHIMOTO FORENSIC ACCOUNTING, LLC
9980 South 300 West, Suite 200
Sandy, Utah 84070
Tel: (801) 990-1120
About Treeside Charter School
Treeside Charter School sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 19-28378) on Nov. 12,
2019. At the time of the filing, the Debtor disclosed assets of
between $1,000,001 and $10 million and liabilities of the same
range.
The case is assigned to Judge R. Kimball Mosier.
Cohne Kinghorn, P.C., is the Detor's legal counsel. Hashimoto
Forensic Accounting, LLC, is the accountant and financial advisor,
replacing Piercy Bowler Taylor & Kern.
TTK RE ENTERPRISE: $205K Sale of Ventnor Property to Frankel Okayed
-------------------------------------------------------------------
Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the
District of New Jersey authorized TTK RE Enterprises, LLC's sale of
the real estate located at 201 Dudley Avenue, Ventnor, New Jersey
to Aliya M. Frankel for $204,900, pursuant to their Contract for
Sale.
A hearing on the Motion was held on July 14, 2020 at 11:00 a.m.
The sale is free and clear of any and all liens, security
interests, encumbrances and claims including, but not limited to
the mortgage of Corevest American Finance Lender, LLC.
At the time of closing the proceeds of the sale of the Property
will be paid as follows:
a. Normal costs attendant with closing on the sale of the
Property;
b. 5% ($10,245) of the Purchase Price commission to Century
21, to be split equally with any participating broker in connection
with the sale of the Property; and
c. All remaining proceeds to Situs on account of its Secured
Claim secured by a mortgage against the Property.
The stay of the Order granting the Motion under Bankruptcy Rule
6004(h) is waived for cause.
After closing the proceeds of the sale of the Property will be paid
by wire transfer to Situs or as may be otherwise agreed by the
Title Company and Situs without further order of the Court and
applied as stated in the Situs loan documents.
About TTK RE Enterprise
TTK RE Enterprise LLC is a privately held company in Somers Point,
New Jersey. The Company is the 100% owner of 48 real estate
properties in New Jersey having a total current value of
$9,265,000.
TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the
petition signed by Emily K. Vu, president, the Debtor disclosed
total assets of $9,269,950, and total liabilities of $6,432,457.
Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER GREENBERG
PC - CHERRY HILL is the Debtor's counsel.
TWIFORD ENTERPRISES: Plan Admin. Hires McNamee as Auctioneer
------------------------------------------------------------
Randy L. Royal, the Plan Administrator of Twiford Enterprises,
Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Wyoming to employ McNamee Auction Company, LLC, as
auctioneer to the Plan Administrator.
Mr. Royal requires McNamee to auction and sell the Debtor's
personal properties in the Chapter 11 bankruptcy proceedings.
McNamee will be paid a commission as follows:
Items Commission Rate
----- ---------------
Items up to $50 35%
$50.01 to $100 30%
$100.01 to $250 25%
$250.01 to $400 20%
$400.01 to $750 15%
$750.01 to $2,000 10%
$2,000.01 to $10,000 8%
Over 10,000.01 7%
McNamee will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael McNamee, a member of McNamee Auction Company, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
McNamee can be reached at:
Michael McNamee
MCNAMEE AUCTION COMPANY, LLC
6465 CR 39
Torrington, Wyoming
Tel: (307) 532-4976
About Twiford Enterprises
Twiford Enterprises, Inc., is a privately held company in Glendo,
Wyoming in the crop farming industry. The Company owns in fee
simple 2870 acres of land and buildings located at 642 Horseshoe
Creek Road Glendo, Wyoming having an appraised value of $4.65
million. Its gross revenue amounted to $2.23 million in 2017 and
$2.38 million in 2016.
Twiford Enterprises filed a Chapter 11 bankruptcy petition (Bankr.
D. Wyo. Case No. 18-20120) on March 9, 2018. In its petition
signed by its secretary, Jack Twiford, the Debtor disclosed total
assets of approximately $7.68 million and $6.49 million in total
debt. The Hon. Cathleen D. Parker is the case judge. The Debtor
hired Stephen R. Winship, Esq., at Winship & Winship, P.C., as
counsel.
TWIFORD ENTERPRISES: Plan Administrator Gets OK to Hire Auctioneer
------------------------------------------------------------------
Randy Royal, the plan administrator appointed in Twiford
Enterprises, Inc.'s Chapter 11 case, received approval from the
U.S. Bankruptcy Court for the District of Wyoming to employ Lex
Madden of Torrington Livestock Markets, LLC.
The plan administrator requires the services of an auctioneer to
sell the cattle owned by Twiford Enterprises pursuant to the terms
of its court-approved Chapter 11 plan.
The auctioneer will be compensated as follows:
(a) If the cattle are sold through the livestock auction, the
commission will be 2 percent, in addition to expenses.
(b) If the cattle are sold by private treaty, the fee is $50
per pair and $18 per head for other animals including heifers sold
as bred.
Mr. Madden disclosed in court filings that he does not represent
any interest adverse to the plan administrator and that he does not
have any connection with Debtor and its creditors.
Mr. Madden holds office at:
Lex Madden
Torrington Livestock, LLC
626 W Valley Rd.
Torrington, WY 82240
Telephone: (307) 532-3333
Facsimile: (307) 532-2040
Email: lex.madden@hotmail.com
About Twiford Enterprises
Twiford Enterprises, Inc., is a privately held company in the crop
farming industry. It owns in fee simple 2,870 acres of land and
buildings located at 642 Horseshoe Creek Road Glendo, Wyo., having
an appraised value of $4.65 million. Its gross revenue amounted to
$2.23 million in 2017 and $2.38 million in 2016.
Twiford Enterprises filed a Chapter 11 bankruptcy petition (Bankr.
D. Wyo. Case No. 18-20120) on March 9, 2018. At the time of the
filing, Debtor disclosed total assets of $7.68 million and total
debt of $6.49 million. Judge Cathleen D. Parker oversees the case.
Debtor has tapped Stephen R. Winship, Esq., at Winship & Winship,
P.C., as its legal counsel.
On May 27, 2020, the court confirmed the Chapter 11 plan proposed
by Rolling Hills Bank and Trust. Randy L. Royal was appointed as
the plan administrator.
TWIN PEAKS CHARTER ACADEMY: S&P Cuts Revenue Bond Rating to 'BB'
----------------------------------------------------------------
S&P Global Ratings lowered its underlying rating to 'BB' from 'BB+'
on the Colorado Educational and Cultural Facilities Authority's
series 2011A and 2014 charter school revenue bonds, issued for the
TPCA Building Corp. on behalf of Twin Peaks Charter Academy. The
outlook is stable.
"The rating action reflects our view of Twin Peaks' weaker demand
profile and financial performance with expectations of similar
results that could pressure the school's weakened maximum annual
debt service coverage and high burden," said S&P Global Ratings
credit analyst David Holmes.
The stable outlook reflects S&P's expectation that over the outlook
period, the charter school will maintain consistent liquidity and
manage debt burden at levels commensurate with the rating.
S&P has analyzed the school's governance and environmental factors
and believe them to be in line with the sector. Given the school's
already weakened financial profile, the rating agency believes the
elevated social risk related to health and safety and COVID-19 may
indirectly affect the school.
UGI ENERGY: Fitch Affirms BB LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed UGI Energy Services, LLC's Long-Term
Issuer Default Rating at 'BB' with a Stable Outlook. Fitch has also
affirmed the 'BB+' rating on ES's senior secured term loan B with a
Recovery Rating of 'RR1', which, combined with ES's business
characteristics, drives a one-notch uplift to the debt rating from
the IDR.
The rating reflects favorable long-term counterparty risk. ES
benefits from long-term take-or-pay contracts with affiliate, UGI
Utilities, Inc. (UGIU; A-/Stable). The overall characterization of
counterparty credit risk considers a portfolio of exposures to a
variety of Appalachia basin-focused producers and one electric
power plant customer. These exposures include 'BBB', 'BB', 'B' and
non-rated credit-quality exposure, with the exposure primarily
under minimum volume commitment contracts.
Other strengths are low leverage, which Fitch expects to be around
3.5x, and an integrated model for using the company's long-life
assets to support an energy marketing business. Concerns include
integration risk related to the Columbia Midstream Group asset,
which was renamed UGI Appalachia, and asset positions that are
exposed to the vagaries of the market, including gas storage,
electric power plants and contract rights on third-party pipelines.
Overall, Fitch regards the amount of the midstream company's EBITDA
as an important credit indicator.
KEY RATING DRIVERS
Acquisition Adds Scale: ES's acquisition of the CMG asset has added
scale, which Fitch expects as an important factor for credit
quality. The addition of five gas gathering systems, a processing
plant and a 47% interest in Pennant Midstream, LLC saw ES's margin
increase by about 45%; the midstream segment now comprises about
60% of ES's margin, with LNG storage contributing another 25% and
commodity marketing and power generation making smaller
contributions. The acquisition also moved the margin generated
under fixed-fee, minimum volume commitment contracts closer to 65%,
providing some stability, and added tangible fixed assets that are
useful to integrate into an energy-marketing platform.
Accessing Production from the Utica Shale: The acquisition provides
ES with meaningful natural-gas production from the Utica shale.
Previously, ES worked with producing companies that were mainly
accessing the Marcellus shale. Fitch expects both formations as
some of the continent's best, despite current headwinds. Fitch
expects low volume over 2020, despite ES being located in one of
the most productive gas basins in the U.S., as all-time low
natural-gas prices have been affected by Appalachian producers'
drilling plans and production. Fitch expects ES's processing volume
to be weaker in 2020 than in 4Q19 due to lower producer activity.
Strong Affiliate UGIU Provides Highly Assured Revenue: UGIU
contributes a significant amount to ES's gross margin. Most of the
services provided by ES to UGIU, which are subject to regulatory
review and approval and are measured in dollars, have been rendered
for many years. Almost all the gross margin Fitch expects from UGIU
is under take-or-pay contracts that expire at or after the
financial year ending September 2023 (FY23). Fitch expects these
take-or-pay contracts to be renewed on expiry, though the price may
change, given past renewals (which have been subject to a least
cost procurement review by UGIU's regulator. Fitch believes the
take-or-pay payments from UGIU create a strong foundation for cash
flow for ES to, among other things, capture opportunities and
withstand sector pressure.
Marketing Segment Entails Higher Risk: Fitch believes ES has a
strong foundation, but a group of marketing businesses have
occasionally caused severe shocks at other companies. The segment
requires tight execution and risk monitoring. Should execution fall
short of past standards, the businesses may be vulnerable to a loss
of market confidence, resulting in a fall in customers and
collateral calls. In the absence of such problems, the marketing
segment is complementary and provide ES with a competitive
advantage.
ES retails natural gas and electricity to approximately 13,000
commercial and industrial customers at 40,000 locations. These
customers have more predictable load profiles than retail
customers, which is credit positive. ES procures two energy types
for these customers and has contracts for delivery services. Energy
purchases and sales are well-matched as to payment types - variable
or fixed price - and contract duration. Delivery service contracts
are often longer than the retail contracts that the delivery
contracts partly serve. ES also wholesales a portion of the
delivery service contracts and obtains a gross margin from
ancillary services, including storage and field services.
Parent UGI Corporation Supports Low Leverage: ES's leverage is low
compared with other regional midstream companies due to the support
provided by its parent, UGI Corporation (not rated), in purchasing
CMG. Leverage for the trailing twelve months ended March 31, 2020,
as measured by total debt/adjusted EBITDA, was 4.0x, reflecting a
partial year of the CMG acquisition. Fitch expects leverage to
decline to between 3.4x-3.5x by FY 2021. Fitch assesses UGI
Corporation and ES to be in a 'Strong Parent/Weak Subsidiary'
relationship under its Parent Subsidiary Rating Linkage
methodology, but rates ES on a standalone basis due to the absence
of strong linkages on the relevant criteria parameters.
DERIVATION SUMMARY
ES's scale is an important indicator of credit quality. Fitch
commonly uses $500 million of EBITDA as a boundary to determine the
line between the IDRs of 'BBB-' and above and 'BB+' and below for
midstream producers. In certain cases, a midstream company will
achieve 'BBB-' or better with less than $500 million EBITDA. Such
cases feature regulated or contractual cash flow, which provide
Fitch with assurance of low variability of EBITDA. NuStar Energy LP
(BB-/Rating Watch Negative) is comparable with ES, as both
companies have diverse business lines. NuStar is involved in the
transportation, terminalling, storage, and marketing of petroleum
products, and is geographically more diversified with operations
throughout the U.S. In terms of size, NuStar is larger and
consistently generates EBITDA of over $500 million, compared with
ES's below $300 million.
Blue Racer Midstream, LLC (BB-/Negative) is comparable with ES on
the basis of a similar geographical position in the Appalachia
basin, as well as having gathering and processing assets. However,
ES has greater business-line diversity due to its marketing,
storage and power-generation assets. ES's leverage was also about
1.5 turns lower than that of Blue Racer in the last 12 months to
March 31, 2020. The leverage accounts partially for Fitch's higher
IDR for ES in comparison to Blue Racer. Blue Racer's weaker
counterparty exposures further differences it and informs ES's
stronger credit profile.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within its Rating Case for the Issuer
- Fitch's price deck for natural gas; long-term natural-gas
prices at Henry Hub of $2.45/MMBtu.
- Contract counterparties with minimum volume commitments or
take-or-pay commitments perform under their obligations.
- ES's rights under interstate pipeline transportation and
storage contracts (capacity management) do not rebound in value to
the level achieved in FY17-FY18.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Annual EBITDA above $400 million and the sanctioning of growth
plans that Fitch expects will lead to EBITDA exceeding $500 million
a year.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A decline in the credit quality of UGIU or sector-wide
weakening in the credit quality for an array of non-affiliated
shippers that provide long-term minimum volume commitments (or
take-or-pay commitments).
- Total debt/adjusted EBITDA expected to be above 4.5x for a
sustained period.
- ES's energy marketing segment becoming unprofitable due to a
failure to adhere to risk management policies.
- Higher business risk due to increased gathering and processing;
for example, ES begins taking title to commodities (receives a
percentage of proceeds from natural gas processing) or if there is
a significant increase in contracts without revenue assurance
features, such as contracts that lack acreage dedication or minimum
volume commitments.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: ES had $20.9 million in cash and cash
equivalents on hand and no borrowings (including no letters of
credit) on its recently increased $260 million revolving credit
facility as of March 31, 2020. ES has the option to utilize an
accordion feature to upsize the RCF up to $325 million, which may
be used for acquisitions, investments and general corporate
purposes. The facility matures in March 2025.
Maturities are manageable, with $695 million outstanding on term
loan B, which matures in 2026. In addition to the RCF, ES also has
a $75-$150 million (amount varies seasonally) accounts receivable
securitization facility, under which there was $43 million in
outstanding trade receivables that was sold to the bank.
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).
ULTRA PETROLEUM: McCarter, Snow Represent Equity Group
------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of McCarter & English and Snow Spence Green LLP
submitted a verified statement that they are representing the Ad
Hoc Equity Group in the Chapter 11 cases of Ultra Petroleum Corp.,
et. al.
As of July 20, 2020, members of the Ad Hoc Equity Group and their
disclosable economic interests are:
Number of Shares of
Equity Interests Held
---------------------
Charles Viscito 600,000
5702 NW 48th Court
Coral Springs, Florida 33067
Rengan Rajaratnam 4,579,001
5255 Collins Avenue, Apt 9E
Miami Beach, Florida 33140
David Daniel Eberle 208,391
1750 30th St #114
Boulder, Colorado 80301
Keyonna M Anderson 100,000
2951 S. King Drive, Apt 907
Chicago, Illinois 60616
Marincic Property Company LLC 285,488
c/o Brian Marincic
P.O. Box 489
Rock Springs, Wyoming 82901
Susan & Scott Backry 59,910
4506 Island Drive
Midland, Texas 79707
WindPower Supply Co. 183,528
c/o Scott Backry
4506 Island Drive
Midland, Texas 79707
Douglas Zeltmann 50,520
906 W Cuthbert Ave.
Midland, Texas 79701
Daniel Backry 10,000
6713 Commonwealth Road
Midland, Texas 79707
Nothing contained in this Statement is intended to or should be
construed to constitute (a) a waiver or release of any claims filed
or to be filed against the Debtors, or (b) an admission with
respect to any fact or legal theory. Nothing herein should be
construed as a limitation upon, or waiver of, any rights of any
member of the Ad Hoc Equity Group to assert, file and/or amend any
proof of claim in accordance with applicable law and any orders
entered in these cases.
Counsel reserves the right to amend or supplement this Statement as
necessary in accordance with Bankruptcy Rule 2019.
Counsel for the Ad Hoc Equity Group can be reached at:
McCARTER & ENGLISH, LLP
David J. Adler, Esq.
825 8th Avenue
31st Floor
New York, NY 10019
Tel: (212) 609-6800
E-mail: dadler@mccarter.com
- and -
SNOW SPENCE GREEN LLP
Ross Spence, Esq.
Carolyn Carollo, Esq.
2929 Allen Parkway, Suite 2800
Houston, TX 77019
Tel:(713) 335-4800
Fax:(713) 335-4848
E-mail: ross@snowspencelaw.com
carolyncarollo@snowspencelaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/uzaIES and https://is.gd/q9lSZI
About Ultra Petroleum
Ultra Petroleum Corp., an independent oil and gas company, engages
in the acquisition, exploration, development, operation, and
production of oil and natural gas properties. Its principal
business activities are developing its natural gas reserves in the
Green River Basin of southwest Wyoming, the Pinedale and Jonah
fields. The company was founded in 1979 and is headquartered in
Englewood, Colorado.
Ultra Petroleum Corp. and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-32631) on May 14,
2020.
The Debtor disclosed total assets of $1,450,000,000 and total debt
of $2,560,000,000 as of March 31, 2020.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; JACKSON WALKER LLP as local bankruptcy counsel;
CENTERVIEW
PARTNERS LLC as investment banker; and FTI CONSULTING, INC. as
financial advisor. Prime Clerk LLC is the claims agent.
UNIVERSAL HEALTH: Liquidating Agent's $167.5K Sale of Claims Okayed
-------------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the District
of Florida authorized Soneet R. Kapila, as Liquidating Agent for
the estates of Universal Health Care Group, Inc. and American
Managed Care, LLC, to sell assets to Series 19-06-1054, a
designated series of MSP Recovery Claims, Series LLC, together with
its affiliates, successors, and assigns ("MSPRC"), (i) for
$165,000, and (ii) $2,500 for reimbursement of attorneys' fees to
the counsel for the Liquidating Agent.
The Liquidating Agent is authorized to execute the Claims Purchase
and Assignment Agreement.
The parties are authorized to take any and all further actions
necessary to consummate the transactions as described by the
Agreement.
The 14-day stay under Bankruptcy Rule 6004(h) is waived.
About Universal Health Care Group
Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.
Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.
Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in a
receivership. Universal Health Care estimated assets of up to$100
million and debt of less than $50 million in court filings in a
Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain
& Prosser serves as counsel to the Debtor
Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case. He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.
An affiliate, American Managed Care, LLC, sought Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-05952) on May 3, 2015.
See http://bankrupt.com/misc/flmb13-5952.pdf
V GARGUILO ENTERPRISES: Hires Comer Law Firm as Attorney
--------------------------------------------------------
V Garguilo Enterprises LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Comer
Law Firm, as attorney to the Debtor.
V Garguilo Enterprises requires Comer Law Firm to:
a. analyze the financial situation, and rendering advice and
assistance to the Debtor in determining whether to file a
petition under Title 11, United States Code;
b. advise the Debtor with regards to the powers and duties of
the Debtor as Debtor in Possession in the continued
management of the Debtor's financial affairs, operation of
Debtor's business, and and management of the property of
the Estate;
c. prepare and file of the petition, schedule of assets and
liabilities, the statement of financial affairs, and other
documents required by the Court;
d. represent the Debtor at the Section 341 Creditors' meeting;
e. give the Debtor legal advice with respect to Debtor's
powers and duties as Debtor and as Debtor in Possession in
the continued operation of Debtor's business; management
of property, and/or management of financial affairs, if
appropriate;
f. advise the Debtor with respect to Debtor's responsibilities
in complying with the United States Trustee's Operating
Guidelines and Reporting Requirements and with the rules
of the court;
g. prepare necessary motions, pleadings, applications,
answers, orders, complaints, and other legal papers and
appear at appropriate hearings;
h. protect the interest of the Debtor in all matters pending
before the Court;
i. represent the Debtor in negotiations with its creditors in
the preparation of the Chapter 11 plan; and
j. perform all other legal services for Debtor as Debtor in
Possession which may be necessary.
Comer Law Firm will be paid at these hourly rates:
Attorneys $300
Paralegals $75
Prior to the petition date, the Debtor paid Comer Law Firm $5,000
as retainer.
Comer Law Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Comer Law Firm can be reached at:
COMER LAW FIRM
101 W College St.
Booneville, MS 38829
Tel: (622) 728-8101
About V Garguilo Enterprises
V Garguilo Enterprises LLC filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 20-05379) on July 15, 2020. The Debtor
hired the Comer Law Firm as attorney.
VOLUSION LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Volusion, LLC
1835-A Kramer Ln.
Suite 100
Austin, TX 78758
Business Description: Volusion, LLC -- www.volusion.com --
is an ecommerce software company based in
Austin, TX. The Company designs and builds
custom websites for clients.
Chapter 11 Petition Date: July 27, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 20-50082
Judge: Hon. David R. Jones
Debtor's Counsel: Matthew D. Canenaugh, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4284
Email: mcavenaugh@jw.com
Debtor's
Restructuring
Advisor: CONWAY MACKENZIE MANAGEMENT SERVICES, LLC
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Timothy B. Stallkamp, chief
restructuring officer.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/O4IQ2K
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Google Inc. Trade Debt $225,690
1600 Amphitheatre Parkway,
Mountain View, California 94043
Tel: 650-253-0000
2. Lolay, Inc. Contractor $88,710
8605 Santa Monica Blvd., #90034
Los Angeles, CA 90069
Tel: 888-806-6033
3. DK Strategic Solutions LLC Contractor $75,000
15760 Ventura Boulevard, 7th Floor
Encino, CA 91436
Tel: 818-325-3820
4. AKF3 Kramer, LLC Landlord $66,947
800 Brickell Ave. Suite 701
Miami FL 33131
Tel: 305-392-4027
5. New Voice Media Trade Debt $59,460
49 Stevenson St., Suite 1000
San Francisco, CA 94105
Tel: 1-844-365-9460
6. Avalara Trade Debt $46,369
255 S King St #1800
Seattle, WA 98104
Tel: 877-780-4848
7. Fastly Inc. Trade Debt $39,781
475 Brannan St. #300
San Francisco, CA 94107
Tel: 1-844-432-7859
8. Reflectiz Trade Debt $38,000
Yigal Alon 114, Tel Aviv
Tel: 972-79-5599269
9. American Express Plum Trade Debt $32,500
P.O. Box 981531
El Paso, TX 79998-1531
Tel: 1-800-528-2122
10. Take2 Holdings LLC Contractor $30,000
1920 Sam Bass Road #700
Round Rock, TX 78681
Tel: 512-856-5869
11. American Express CPC Trade Debt $25,000
P.O. Box 981531
El Paso, TX 79998-1531
Tel: 1-800-528-2122
12. Impact Tech Inc. Trade Debt $22,500
Empire State Building
350 Fifth, Avenue, 36th floor
New York, NY 10118
Tel: 917-720-2883
13. Kudelski Security, Inc. Trade Debt $19,245
5090 North 40th Street, Suite 450
Phoenix, AZ 8501
Tel: 623-235-2500
14. Datadog, Inc Trade Debt $14,329
620 8th Ave 45th Floor
New York, NY 10018 USA
Tel: 866-329-4466
15. New Life CFO Contractor $14,318
17766 Preston Rd #105
Dallas, TX 75252
Tel: 214-775-0803
16. CenturyLink Utility $12,918
a/k/a Level 3 Communications, LLC
100 CenturyLink Drive
Monroe, LA 71203
Tel: 318-388-9000
17. Ninja Partners, Inc Trade Debt $12,886
503 Neches St
Austin, TX 78701
Tel: 1-800-594-7695
18. Dun & Bradstreet Trade Debt $12,000
a/k/a Lattice Publishing, LLC
103 JFK Parkway
Short Hills, NJ 07078
Tel: 973-921-5500
19. Verizon Wireless Utility $11,161
a/k/a XO Communications
2100 S IH 35 Frontage Rd
Austin, TX 78704
Tel: 1-800-421-3872
20. Rackspace US Inc Trade Debt $10,768
1 Fanatical Pl, City of Windcrest
San Antonio, TX 78218
Tel: 1-800-961-4454
WILLIAMS TOWN: Hires Middlebrooks Shapiro as Attorney
-----------------------------------------------------
Williams Town Properties, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ
Middlebrooks Shapiro, P.C., as attorney to the Debtor.
Williams Town requires Middlebrooks Shapiro to:
a. assist the Debtor in the preparation of the Chapter 11
petition, schedules and statement of financial affairs;
b. represent at the Initial Debtor interview, the 34 (a)
Meeting of Creditors;
c. prepare required pleadings; and
d. provide legal services on any litigation or contested
matters.
Middlebrooks Shapiro will be paid at these hourly rates:
Attorneys $250 to $400
Law Clerks/Paralegals $90
Middlebrooks Shapiro will be paid a retainer in the amount of
$7,583, and $1,717 filing fee.
Middlebrooks Shapiro will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joseph M Shapiro, partner of Middlebrooks Shapiro, P.C., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Middlebrooks Shapiro can be reached at:
Angela Nascondiglio Stein, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
841 Mountain Avenue, First Floor
Springfield, NJ 07081
Tel: (973) 218-6877
E-mail: anstein@middlebrooksshapiro.com
About Williams Town Properties
Williams Town Properties, LLC, d/b/a The Pike Inn, based in
Williamstown, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 20-18423) on July 10, 2020. In the petition signed by Dayakar
Dasi Reddy, a managing member, the Debtor disclosed $1,769,574 in
assets and $1,390,043 in liabilities. MIDDLEBROOKS SHAPIRO, P.C.,
serves as bankruptcy counsel to the Debtor.
YMAGIS SA: Chapter 15 Case Summary
----------------------------------
Chapter 15 Debtor: Ymagis SA
Case No.: 20-11714
Chapter 15 Petition Date: July 27, 2020
Court: United States Bankruptcy Court
Southern District of New York
Foreign Representative: Jean Mizrahi Mizrahi
Foreign Representative's
Counsel: Matthew K. Kelsey, Esq.
GIBSON, DUNN & CRUTCHER, LLP
Email: mkelsey@gibsondunn.com
Estimated Assets: Unknown
Estimated Debts: Unknown
YUNHONG CTI: Required by Lender to Obtain $3M Third-Party Funding
-----------------------------------------------------------------
PNC Bank, National Association provided Yunhong CTI Ltd. notice on
July 17, 2020 that multiple previously disclosed events, which each
constitute an Event of Default, are continuing to occur under
their Revolving Credit, Term Loan and Security Agreement dated Dec.
14, 2017. Additionally, the Lender required that the Company
obtain a commitment for third-party equity funding in an amount not
less than $3,000,000 by no later than July 31, 2020. Absent such
commitment, the Lender advised that it may cease making
discretionary advances to the Company. On July 22, 2020, the
Company's board of directors authorized the Company to seek such
funding. In addition, Mr. Yubao Li, the Company's Chairman,
committed that, in the event the Company does not obtain funding of
at least $3,000,000 by Aug. 31, 2020, he would provide the
necessary funding to ensure the Company meets this requirement.
Prior to Jan. 13, 2020, certain events of default under the Loan
Agreement had occurred. On Jan. 13, 2020, a Limited Waiver,
Consent, Amendment No. 5 and Forbearance Agreement between the
Lender and the Company became effective, pursuant to which the
Lender agreed to, among other things, forebear from exercising the
rights and remedies in respect of the Prior Defaults afforded to
Lender under the Loan Agreement for a period ending no later than
Dec. 31, 2020.
On June 15, 2020, the Lender provided the Company notice that (i)
an additional Event of Default (as defined in the Loan Agreement)
had occurred and is continuing as a result of the Company's failure
to maintain a Fixed Charge Coverage Ratio (as defined in the Loan
Agreement) of 0.75 to 1.00 for the three-month period ended March
31, 2020, (ii) as a result of the occurrence and continuance of the
March FCCR Default, the Forbearance Period has ended, and (iii) as
a result of the termination of the Forbearance Period, the Lender
is entitled to exercise immediately all of its rights and remedies
under the Loan Agreement including, without limitation, ceasing to
make further advances to the Company and declaring all obligations
to be immediately due and payable in accordance with the Loan
Agreement.
The Lender has continued to make advances to the Company, although
it is not required to do so under the terms of the Loan Agreement
due to the Events of Default.
About Yunhong CTI Ltd.
Yunhong CTI Ltd. f/k/a CTI Industries --
http://www.ctiindustries.com/-- is a manufacturer and marketer of
foil balloons and producer of laminated and printed films for
commercial uses. Yunhong CTI also distributes Candy Blossoms and
other gift items and markets its products throughout the United
States and in several other countries.
Yunhong CTI reported a net loss of $8.07 million for the year ended
Dec. 31, 2019, compared to a net loss of $3.74 million for the year
ended Dec. 31, 2018, following a net loss of $1.78 million for the
year ended Dec. 31, 2017. As of March 31, 2020, the Company had
$26.84 million in total assets, $24.29 million in total
liabilities, and $2.55 million in total equity.
RBSM, in Larkspur, CA, the Company's auditor since 2019, issued a
"going concern" qualification in its report dated May 14, 2020,
citing that the Company has suffered net losses from operations and
liquidity limitations that raise substantial doubt about its
ability to continue as a going concern.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABBVIE INC ABBV US 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB TE 91,199.0 (7,415.0) 35,287.0
ABBVIE INC ABBV AV 91,199.0 (7,415.0) 35,287.0
ABBVIE INC ABBVEUR EU 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB GZ 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB TH 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB QT 91,199.0 (7,415.0) 35,287.0
ABBVIE INC 4AB GR 91,199.0 (7,415.0) 35,287.0
ABBVIE INC ABBV SW 91,199.0 (7,415.0) 35,287.0
ABBVIE INC ABBV* MM 91,199.0 (7,415.0) 35,287.0
ABBVIE INC-BDR ABBV34 BZ 91,199.0 (7,415.0) 35,287.0
ABSOLUTE SOFTWRE ALSWF US 108.7 (44.7) (26.3)
ABSOLUTE SOFTWRE ABT CN 108.7 (44.7) (26.3)
ABSOLUTE SOFTWRE OU1 GR 108.7 (44.7) (26.3)
ABSOLUTE SOFTWRE ABT2EUR EU 108.7 (44.7) (26.3)
ACCELERATE DIAGN 1A8 GR 120.0 (22.9) 100.1
ACCELERATE DIAGN AXDX US 120.0 (22.9) 100.1
ACCELERATE DIAGN 1A8 SW 120.0 (22.9) 100.1
ACCELERATE DIAGN AXDX* MM 120.0 (22.9) 100.1
ACCOLADE INC ACCD US 73.2 (23.8) (21.0)
ADAPTHEALTH CORP AHCO US 661.8 (29.4) 3.4
AGENUS INC AJ81 SW 180.1 (175.6) (24.6)
AGENUS INC AGEN US 180.1 (175.6) (24.6)
AGENUS INC AJ81 TH 180.1 (175.6) (24.6)
AMC ENTERTAINMEN AMC US 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AMC4EUR EU 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AH9 GR 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AMC* MM 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AH9 QT 11,238.3 (1,074.0) (1,060.3)
AMC ENTERTAINMEN AH9 TH 11,238.3 (1,074.0) (1,060.3)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL TE 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G SW 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL US 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G GR 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL* MM 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G TH 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G GZ 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL11EUR EU 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL AV 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G QT 64,544.0 (3,169.0) (4,211.0)
AMYRIS INC AMRS US 167.3 (176.1) (107.3)
AMYRIS INC 3A01 GR 167.3 (176.1) (107.3)
AMYRIS INC 3A01 TH 167.3 (176.1) (107.3)
AMYRIS INC 3A01 SW 167.3 (176.1) (107.3)
AMYRIS INC AMRSEUR EU 167.3 (176.1) (107.3)
AMYRIS INC 3A01 QT 167.3 (176.1) (107.3)
AQUESTIVE THERAP AQST US 64.5 (20.8) 35.7
ARYA SCIENCES AC ARYBU US 0.2 (0.0) (0.2)
AUTODESK I - BDR A1UT34 BZ 5,543.9 (139.1) (554.0)
AUTODESK INC AUD GR 5,543.9 (139.1) (554.0)
AUTODESK INC ADSK US 5,543.9 (139.1) (554.0)
AUTODESK INC AUD TH 5,543.9 (139.1) (554.0)
AUTODESK INC ADSKEUR EU 5,543.9 (139.1) (554.0)
AUTODESK INC ADSK TE 5,543.9 (139.1) (554.0)
AUTODESK INC AUD GZ 5,543.9 (139.1) (554.0)
AUTODESK INC ADSK AV 5,543.9 (139.1) (554.0)
AUTODESK INC ADSK* MM 5,543.9 (139.1) (554.0)
AUTODESK INC AUD QT 5,543.9 (139.1) (554.0)
AUTOZONE INC AZ5 TH 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 GR 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 GZ 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZO US 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZO AV 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 TE 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZO* MM 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZOEUR EU 12,902.1 (1,632.7) (371.1)
AUTOZONE INC AZ5 QT 12,902.1 (1,632.7) (371.1)
AVID TECHNOLOGY AVID US 308.4 (161.5) 11.8
AVID TECHNOLOGY AVD GR 308.4 (161.5) 11.8
B RILEY PRINCIPA BMRG/U US 0.1 (0.0) (0.1)
B. RILEY PRINC-A BMRG US 0.1 (0.0) (0.1)
BENEFITFOCUS INC BNFTEUR EU 313.6 (42.5) 102.0
BENEFITFOCUS INC BNFT US 313.6 (42.5) 102.0
BENEFITFOCUS INC BTF GR 313.6 (42.5) 102.0
BLOOM ENERGY C-A 1ZB GZ 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A 1ZB TH 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A BE US 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A 1ZB GR 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A BE1EUR EU 1,312.6 (259.2) 177.2
BLOOM ENERGY C-A 1ZB QT 1,312.6 (259.2) 177.2
BLUE BIRD CORP BLBD US 396.1 (65.1) 24.8
BLUE BIRD CORP 4RB GR 396.1 (65.1) 24.8
BLUE BIRD CORP 4RB GZ 396.1 (65.1) 24.8
BLUE BIRD CORP BLBDEUR EU 396.1 (65.1) 24.8
BOEING CO-BDR BOEI34 BZ 143,075.0 (9,360.0) 16,509.0
BOEING CO-CED BA AR 143,075.0 (9,360.0) 16,509.0
BOEING CO-CED BAD AR 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA TE 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BCO GR 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BAEUR EU 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA EU 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BOE LN 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BCO TH 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA PE 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BOEI BB 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA US 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA SW 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA* MM 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BAUSD SW 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BCO GZ 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA AV 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BCO QT 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE BA CI 143,075.0 (9,360.0) 16,509.0
BOEING CO/THE TR TCXBOE AU 143,075.0 (9,360.0) 16,509.0
BOMBARDIER INC-B BBDBN MM 24,127.0 (5,365.0) (1,093.0)
BRINKER INTL BKJ GR 2,585.4 (574.7) (204.7)
BRINKER INTL EAT US 2,585.4 (574.7) (204.7)
BRINKER INTL BKJ TH 2,585.4 (574.7) (204.7)
BRINKER INTL EAT2EUR EU 2,585.4 (574.7) (204.7)
BRINKER INTL BKJ QT 2,585.4 (574.7) (204.7)
BRP INC/CA-SUB V B15A GR 4,236.8 (793.6) (194.9)
BRP INC/CA-SUB V DOOO US 4,236.8 (793.6) (194.9)
BRP INC/CA-SUB V DOOEUR EU 4,236.8 (793.6) (194.9)
BRP INC/CA-SUB V B15A GZ 4,236.8 (793.6) (194.9)
BRP INC/CA-SUB V DOO CN 4,236.8 (793.6) (194.9)
CADIZ INC CDZI US 74.1 (19.7) 6.7
CADIZ INC 2ZC GR 74.1 (19.7) 6.7
CADIZ INC CDZIEUR EU 74.1 (19.7) 6.7
CAMPING WORLD-A C83 TH 3,402.6 (184.4) 378.4
CAMPING WORLD-A C83 QT 3,402.6 (184.4) 378.4
CAMPING WORLD-A CWH US 3,402.6 (184.4) 378.4
CAMPING WORLD-A C83 GR 3,402.6 (184.4) 378.4
CAMPING WORLD-A CWHEUR EU 3,402.6 (184.4) 378.4
CDK GLOBAL INC CDK US 2,964.8 (621.2) 315.2
CDK GLOBAL INC C2G QT 2,964.8 (621.2) 315.2
CDK GLOBAL INC CDK* MM 2,964.8 (621.2) 315.2
CDK GLOBAL INC CDKEUR EU 2,964.8 (621.2) 315.2
CDK GLOBAL INC C2G TH 2,964.8 (621.2) 315.2
CDK GLOBAL INC C2G GR 2,964.8 (621.2) 315.2
CEDAR FAIR LP FUN US 2,389.5 (274.2) (84.9)
CHEWY INC- CL A CHWY US 1,123.4 (396.5) (482.0)
CHOICE HOTELS CZH GR 1,704.0 (43.9) 275.9
CHOICE HOTELS CHH US 1,704.0 (43.9) 275.9
CINCINNATI BELL CBB US 2,599.6 (188.7) (124.9)
CINCINNATI BELL CIB1 GR 2,599.6 (188.7) (124.9)
CINCINNATI BELL CBBEUR EU 2,599.6 (188.7) (124.9)
CITRIX SYS BDR C1TX34 BZ 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX TH 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX GR 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS TE 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS US 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS* MM 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX GZ 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS AV 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXSEUR EU 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX QT 4,548.1 (93.6) (306.6)
CLOVIS ONCOLOGY C6O GR 601.8 (127.0) 179.1
CLOVIS ONCOLOGY CLVS US 601.8 (127.0) 179.1
CLOVIS ONCOLOGY C6O QT 601.8 (127.0) 179.1
CLOVIS ONCOLOGY C6O TH 601.8 (127.0) 179.1
CLOVIS ONCOLOGY CLVSEUR EU 601.8 (127.0) 179.1
COGENT COMMUNICA CCOI US 913.6 (222.2) 366.4
COGENT COMMUNICA OGM1 GR 913.6 (222.2) 366.4
COGENT COMMUNICA CCOI* MM 913.6 (222.2) 366.4
COGENT COMMUNICA CCOIEUR EU 913.6 (222.2) 366.4
COMMUNITY HEALTH CYH US 15,445.0 (1,634.0) 1,195.0
COMMUNITY HEALTH CG5 GR 15,445.0 (1,634.0) 1,195.0
COMMUNITY HEALTH CG5 QT 15,445.0 (1,634.0) 1,195.0
COMMUNITY HEALTH CYH1EUR EU 15,445.0 (1,634.0) 1,195.0
CYTODYN INC CYDY US 38.8 (4.4) (16.4)
CYTODYN INC 296 GZ 38.8 (4.4) (16.4)
CYTODYN INC CYDYEUR EU 38.8 (4.4) (16.4)
CYTODYN INC 296 GR 38.8 (4.4) (16.4)
CYTOKINETICS INC KK3A GR 256.6 (45.7) 205.2
CYTOKINETICS INC KK3A TH 256.6 (45.7) 205.2
CYTOKINETICS INC CYTK US 256.6 (45.7) 205.2
CYTOKINETICS INC CYTKEUR EU 256.6 (45.7) 205.2
CYTOKINETICS INC KK3A QT 256.6 (45.7) 205.2
DELEK LOGISTICS DKL US 946.2 (44.4) (0.0)
DENNY'S CORP DENN US 484.1 (200.5) 5.5
DENNY'S CORP DE8 TH 484.1 (200.5) 5.5
DENNY'S CORP DENNEUR EU 484.1 (200.5) 5.5
DENNY'S CORP DE8 GR 484.1 (200.5) 5.5
DIEBOLD NIXDORF DBD SW 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DBD GR 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DBD US 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DBDEUR EU 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DBD TH 3,838.8 (710.6) 399.7
DIEBOLD NIXDORF DBD QT 3,838.8 (710.6) 399.7
DINE BRANDS GLOB DIN US 2,185.5 (236.4) 209.4
DINE BRANDS GLOB IHP GR 2,185.5 (236.4) 209.4
DOMINO'S PIZZA EZV GR 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA DPZ US 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA EZV TH 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA DPZEUR EU 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA EZV GZ 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA DPZ AV 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA DPZ* MM 1,581.7 (3,282.9) 467.2
DOMINO'S PIZZA EZV QT 1,581.7 (3,282.9) 467.2
DOMO INC- CL B DOMO US 197.2 (64.0) 1.1
DOMO INC- CL B 1ON GR 197.2 (64.0) 1.1
DOMO INC- CL B 1ON GZ 197.2 (64.0) 1.1
DOMO INC- CL B DOMOEUR EU 197.2 (64.0) 1.1
DOMO INC- CL B 1ON TH 197.2 (64.0) 1.1
DRAFTKINGS INC-A 8DEA TH 309.6 (102.0) (12.8)
DRAFTKINGS INC-A 8DEA QT 309.6 (102.0) (12.8)
DRAFTKINGS INC-A 8DEA GZ 309.6 (102.0) (12.8)
DRAFTKINGS INC-A DKNG US 309.6 (102.0) (12.8)
DRAFTKINGS INC-A 8DEA GR 309.6 (102.0) (12.8)
DRAFTKINGS INC-A DKNG1EUR EU 309.6 (102.0) (12.8)
DRAFTKINGS INC-A DKNG* MM 309.6 (102.0) (12.8)
DUNKIN' BRANDS G DNKN US 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G 2DB GR 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G 2DB TH 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G 2DB GZ 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G DNKNEUR EU 3,877.3 (636.3) 287.2
DUNKIN' BRANDS G 2DB QT 3,877.3 (636.3) 287.2
EMISPHERE TECH EMIS US 5.2 (155.3) (1.4)
ESPERION THERAPE ESPR US 179.6 (50.2) 99.2
ESPERION THERAPE 0ET TH 179.6 (50.2) 99.2
ESPERION THERAPE ESPREUR EU 179.6 (50.2) 99.2
ESPERION THERAPE 0ET QT 179.6 (50.2) 99.2
ESPERION THERAPE 0ET GR 179.6 (50.2) 99.2
FLEXION THERAPEU FLXNEUR EU 204.6 (52.3) 145.7
FLEXION THERAPEU F02 TH 204.6 (52.3) 145.7
FLEXION THERAPEU F02 QT 204.6 (52.3) 145.7
FLEXION THERAPEU FLXN US 204.6 (52.3) 145.7
FLEXION THERAPEU F02 GR 204.6 (52.3) 145.7
FRONTDOOR IN FTDR US 1,291.0 (178.0) 113.0
FRONTDOOR IN 3I5 GR 1,291.0 (178.0) 113.0
FRONTDOOR IN FTDREUR EU 1,291.0 (178.0) 113.0
GLOBAL EAGLE ENT ENT11EUR EU 630.5 (455.9) (840.0)
GLOBALSCAPE INC 32X GR 36.6 (32.7) (5.5)
GLOBALSCAPE INC GSB US 36.6 (32.7) (5.5)
GOGO INC GOGO US 1,191.5 (486.6) 195.1
GOLDEN STAR RES GS51 GR 375.5 (30.9) (27.6)
GOLDEN STAR RES GSR GN 375.5 (30.9) (27.6)
GOLDEN STAR RES GSS US 375.5 (30.9) (27.6)
GOLDEN STAR RES GSC CN 375.5 (30.9) (27.6)
GOOSEHEAD INSU-A GSHD US 75.9 (30.0) 13.9
GOOSEHEAD INSU-A 2OX GR 75.9 (30.0) 13.9
GOOSEHEAD INSU-A GSHDEUR EU 75.9 (30.0) 13.9
GORES HOLDINGS I GHIVU US 427.4 411.8 0.9
GORES HOLDINGS-A GHIV US 427.4 411.8 0.9
GRAFTECH INTERNA EAF US 1,534.2 (680.4) 483.6
GRAFTECH INTERNA G6G GR 1,534.2 (680.4) 483.6
GRAFTECH INTERNA G6G TH 1,534.2 (680.4) 483.6
GRAFTECH INTERNA EAFEUR EU 1,534.2 (680.4) 483.6
GRAFTECH INTERNA G6G QT 1,534.2 (680.4) 483.6
GRAFTECH INTERNA G6G GZ 1,534.2 (680.4) 483.6
GREEN PLAINS PAR GPP US 106.4 (76.6) (138.2)
GREENSKY INC-A GSKY US 938.4 (213.5) 248.0
HANGER INC HNGR US 869.2 (16.0) 163.1
HANGER INC HO8 GR 869.2 (16.0) 163.1
HANGER INC HNGREUR EU 869.2 (16.0) 163.1
HERBALIFE NUTRIT HOO GR 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HLF US 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HOO TH 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HOO GZ 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HLFEUR EU 2,715.3 (388.5) 587.3
HERBALIFE NUTRIT HOO QT 2,715.3 (388.5) 587.3
HEWLETT-CEDEAR HPQ AR 33,773.0 (743.0) (5,616.0)
HEWLETT-CEDEAR HPQD AR 33,773.0 (743.0) (5,616.0)
HEWLETT-CEDEAR HPQC AR 33,773.0 (743.0) (5,616.0)
HILTON WORLD-BDR H1LT34 BZ 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HI91 SW 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HLT US 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HI91 TH 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HI91 GR 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HLTW AV 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HLTEUR EU 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HLT* MM 15,788.0 (904.0) 929.0
HILTON WORLDWIDE HI91 TE 15,788.0 (904.0) 929.0
HOME DEPOT - BDR HOME34 BZ 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD TE 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDI TH 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDI GR 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD US 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD* MM 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD SW 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC 0R1G LN 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDUSD SW 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDI GZ 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD AV 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDEUR EU 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HDI QT 58,737.0 (3,490.0) 3,929.0
HOME DEPOT INC HD CI 58,737.0 (3,490.0) 3,929.0
HOME DEPOT-CED HDD AR 58,737.0 (3,490.0) 3,929.0
HOME DEPOT-CED HDC AR 58,737.0 (3,490.0) 3,929.0
HOME DEPOT-CED HD AR 58,737.0 (3,490.0) 3,929.0
HP COMPANY-BDR HPQB34 BZ 33,773.0 (743.0) (5,616.0)
HP INC 7HP GR 33,773.0 (743.0) (5,616.0)
HP INC HPQ US 33,773.0 (743.0) (5,616.0)
HP INC 7HP TH 33,773.0 (743.0) (5,616.0)
HP INC HPQ TE 33,773.0 (743.0) (5,616.0)
HP INC HPQ SW 33,773.0 (743.0) (5,616.0)
HP INC HPQ* MM 33,773.0 (743.0) (5,616.0)
HP INC HPQUSD SW 33,773.0 (743.0) (5,616.0)
HP INC HPQEUR EU 33,773.0 (743.0) (5,616.0)
HP INC 7HP GZ 33,773.0 (743.0) (5,616.0)
HP INC 7HP QT 33,773.0 (743.0) (5,616.0)
HP INC HPQ AV 33,773.0 (743.0) (5,616.0)
HP INC HPQ CI 33,773.0 (743.0) (5,616.0)
HUMANIGEN INC HGEN US 0.4 (16.3) (15.1)
IAA INC IAA US 2,215.5 (103.6) 256.2
IAA INC 3NI GR 2,215.5 (103.6) 256.2
IAA INC IAA-WEUR EU 2,215.5 (103.6) 256.2
IMMUNOGEN INC IMU TH 298.8 (4.1) 185.2
IMMUNOGEN INC IMU GR 298.8 (4.1) 185.2
IMMUNOGEN INC IMU SW 298.8 (4.1) 185.2
IMMUNOGEN INC IMGN US 298.8 (4.1) 185.2
IMMUNOGEN INC IMU GZ 298.8 (4.1) 185.2
IMMUNOGEN INC IMGNEUR EU 298.8 (4.1) 185.2
IMMUNOGEN INC IMGN* MM 298.8 (4.1) 185.2
IMMUNOGEN INC IMU QT 298.8 (4.1) 185.2
IMV INC IMV CN 15.3 (2.4) 4.6
IMV INC IMV US 15.3 (2.4) 4.6
IMV INC 5IV1 GR 15.3 (2.4) 4.6
IMV INC IMV1EUR EU 15.3 (2.4) 4.6
INSPERITY INC NSP US 1,522.4 (3.3) 190.8
INSPERITY INC ASF GR 1,522.4 (3.3) 190.8
INTERCEPT PHARMA I4P TH 662.4 (34.7) 478.2
INTERCEPT PHARMA ICPT* MM 662.4 (34.7) 478.2
INTERCEPT PHARMA I4P QT 662.4 (34.7) 478.2
INTERCEPT PHARMA ICPT US 662.4 (34.7) 478.2
INTERCEPT PHARMA I4P GR 662.4 (34.7) 478.2
IRONWOOD PHARMAC IRWD US 404.0 (71.6) 306.3
IRONWOOD PHARMAC I76 GR 404.0 (71.6) 306.3
IRONWOOD PHARMAC I76 TH 404.0 (71.6) 306.3
IRONWOOD PHARMAC I76 QT 404.0 (71.6) 306.3
IRONWOOD PHARMAC IRWDEUR EU 404.0 (71.6) 306.3
JACK IN THE BOX JBX GR 1,861.3 (876.9) (79.8)
JACK IN THE BOX JACK US 1,861.3 (876.9) (79.8)
JACK IN THE BOX JBX GZ 1,861.3 (876.9) (79.8)
JACK IN THE BOX JBX QT 1,861.3 (876.9) (79.8)
JACK IN THE BOX JACK1EUR EU 1,861.3 (876.9) (79.8)
JOSEMARIA RESOUR JOSE SS 22.3 (36.4) (27.2)
JOSEMARIA RESOUR NGQSEK EU 22.3 (36.4) (27.2)
JOSEMARIA RESOUR JOSES IX 22.3 (36.4) (27.2)
JOSEMARIA RESOUR JOSES EB 22.3 (36.4) (27.2)
JOSEMARIA RESOUR JOSES I2 22.3 (36.4) (27.2)
KONTOOR BRAND KTB US 1,901.8 (18.5) 893.1
KONTOOR BRAND 3KO GR 1,901.8 (18.5) 893.1
KONTOOR BRAND 3KO TH 1,901.8 (18.5) 893.1
KONTOOR BRAND KTBEUR EU 1,901.8 (18.5) 893.1
KONTOOR BRAND 3KO QT 1,901.8 (18.5) 893.1
KONTOOR BRAND 3KO GZ 1,901.8 (18.5) 893.1
L BRANDS INC LTD TH 9,439.0 (1,858.0) 166.0
L BRANDS INC LTD GR 9,439.0 (1,858.0) 166.0
L BRANDS INC LB US 9,439.0 (1,858.0) 166.0
L BRANDS INC LBRA AV 9,439.0 (1,858.0) 166.0
L BRANDS INC LBEUR EU 9,439.0 (1,858.0) 166.0
L BRANDS INC LB* MM 9,439.0 (1,858.0) 166.0
L BRANDS INC LTD QT 9,439.0 (1,858.0) 166.0
L BRANDS INC-BDR LBRN34 BZ 9,439.0 (1,858.0) 166.0
LENNOX INTL INC LII US 2,124.3 (228.9) 280.7
LENNOX INTL INC LXI TH 2,124.3 (228.9) 280.7
LENNOX INTL INC LII* MM 2,124.3 (228.9) 280.7
LENNOX INTL INC LXI GR 2,124.3 (228.9) 280.7
LENNOX INTL INC LII1EUR EU 2,124.3 (228.9) 280.7
LIVEXLIVE MEDIA LIVX US 54.1 (7.1) (30.1)
LIVEXLIVE MEDIA 351 GR 54.1 (7.1) (30.1)
LIVEXLIVE MEDIA LIVXEUR EU 54.1 (7.1) (30.1)
MARRIOTT - BDR M1TT34 BZ 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ TH 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAR US 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ GR 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ SW 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAR TE 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAREUR EU 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ GZ 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAR AV 25,549.0 (20.0) (2,467.0)
MARRIOTT INTL-A MAQ QT 25,549.0 (20.0) (2,467.0)
MASCO CORP MSQ TH 4,840.0 (165.0) 1,241.0
MASCO CORP MAS* MM 4,840.0 (165.0) 1,241.0
MASCO CORP MAS US 4,840.0 (165.0) 1,241.0
MASCO CORP MSQ GR 4,840.0 (165.0) 1,241.0
MASCO CORP MSQ GZ 4,840.0 (165.0) 1,241.0
MASCO CORP MSQ QT 4,840.0 (165.0) 1,241.0
MASCO CORP MAS1EUR EU 4,840.0 (165.0) 1,241.0
MCDONALD'S CORP TCXMCD AU 50,568.0 (9,293.4) 3,569.1
MCDONALDS - BDR MCDC34 BZ 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD TE 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MDO TH 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD SW 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD US 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MDO GR 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD* MM 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP 0R16 LN 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCDUSD SW 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCDEUR EU 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MDO GZ 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD AV 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MDO QT 50,568.0 (9,293.4) 3,569.1
MCDONALDS CORP MCD CI 50,568.0 (9,293.4) 3,569.1
MCDONALDS-CEDEAR MCDC AR 50,568.0 (9,293.4) 3,569.1
MCDONALDS-CEDEAR MCD AR 50,568.0 (9,293.4) 3,569.1
MCDONALDS-CEDEAR MCDD AR 50,568.0 (9,293.4) 3,569.1
MICHAELS COS INC MIK US 4,307.6 (1,515.4) 347.9
MICHAELS COS INC MIM GR 4,307.6 (1,515.4) 347.9
MICHAELS COS INC MIKEUR EU 4,307.6 (1,515.4) 347.9
MILESTONE MEDICA MMDPLN EU 0.6 (13.9) (13.9)
MILESTONE MEDICA MMD PW 0.6 (13.9) (13.9)
MOTOROLA SOL-CED MSI AR 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MTLA TH 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MOT TE 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MSI US 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MTLA GR 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MOSI AV 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MSI1EUR EU 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MTLA GZ 10,716.0 (930.0) 602.0
MOTOROLA SOLUTIO MTLA QT 10,716.0 (930.0) 602.0
MSCI INC 3HM GR 3,911.8 (354.3) 821.5
MSCI INC MSCI US 3,911.8 (354.3) 821.5
MSCI INC 3HM SW 3,911.8 (354.3) 821.5
MSCI INC 3HM GZ 3,911.8 (354.3) 821.5
MSCI INC 3HM QT 3,911.8 (354.3) 821.5
MSCI INC MSCI* MM 3,911.8 (354.3) 821.5
MSCI INC-BDR M1SC34 BZ 3,911.8 (354.3) 821.5
MSG NETWORKS- A MSGN US 797.6 (612.0) 210.8
MSG NETWORKS- A 1M4 GR 797.6 (612.0) 210.8
MSG NETWORKS- A 1M4 QT 797.6 (612.0) 210.8
MSG NETWORKS- A MSGNEUR EU 797.6 (612.0) 210.8
MSG NETWORKS- A 1M4 TH 797.6 (612.0) 210.8
NANTHEALTH INC NEL TH 261.0 (33.6) 28.2
NANTHEALTH INC NEL GR 261.0 (33.6) 28.2
NANTHEALTH INC NHEUR EU 261.0 (33.6) 28.2
NANTHEALTH INC NH US 261.0 (33.6) 28.2
NATHANS FAMOUS NATH US 105.3 (66.4) 75.2
NATHANS FAMOUS NFA GR 105.3 (66.4) 75.2
NATHANS FAMOUS NATHEUR EU 105.3 (66.4) 75.2
NAVISTAR INTL IHR TH 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL NAVEUR EU 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL IHR GR 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL NAV US 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL IHR QT 6,440.0 (3,856.0) 1,842.0
NAVISTAR INTL IHR GZ 6,440.0 (3,856.0) 1,842.0
NESCO HOLDINGS I NSCO US 815.1 (27.5) 62.5
NEW ENG RLTY-LP NEN US 294.7 (38.0) -
NOVAVAX INC NVV1 TH 328.1 (24.0) 236.3
NOVAVAX INC NVAX* MM 328.1 (24.0) 236.3
NOVAVAX INC NVV1 SW 328.1 (24.0) 236.3
NOVAVAX INC NVV1 GR 328.1 (24.0) 236.3
NOVAVAX INC NVAX US 328.1 (24.0) 236.3
NOVAVAX INC NVV1 GZ 328.1 (24.0) 236.3
NOVAVAX INC NVAXEUR EU 328.1 (24.0) 236.3
NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5)
NUTANIX INC - A 0NU GZ 1,773.3 (184.0) 381.8
NUTANIX INC - A 0NU GR 1,773.3 (184.0) 381.8
NUTANIX INC - A NTNXEUR EU 1,773.3 (184.0) 381.8
NUTANIX INC - A 0NU TH 1,773.3 (184.0) 381.8
NUTANIX INC - A 0NU QT 1,773.3 (184.0) 381.8
NUTANIX INC - A NTNX US 1,773.3 (184.0) 381.8
OCULAR THERAPEUT OCUL US 72.9 (10.7) 44.0
OCULAR THERAPEUT 0OT GR 72.9 (10.7) 44.0
OCULAR THERAPEUT 0OT GZ 72.9 (10.7) 44.0
OCULAR THERAPEUT 0OT TH 72.9 (10.7) 44.0
OCULAR THERAPEUT OCULEUR EU 72.9 (10.7) 44.0
OMEROS CORP OMER US 118.2 (131.9) 27.7
OMEROS CORP 3O8 GR 118.2 (131.9) 27.7
OMEROS CORP 3O8 QT 118.2 (131.9) 27.7
OMEROS CORP 3O8 TH 118.2 (131.9) 27.7
OMEROS CORP OMEREUR EU 118.2 (131.9) 27.7
OMNIA WELLNESS I OMWS US - (0.0) (0.0)
ONTRAK INC OTRK US 22.9 (27.5) 4.4
ONTRAK INC HY1N GZ 22.9 (27.5) 4.4
ONTRAK INC HY1N GR 22.9 (27.5) 4.4
ONTRAK INC CATSEUR EU 22.9 (27.5) 4.4
OPEN LENDING C-A LPRO US 115.2 (56.6) -
OPTIVA INC OPT CN 95.7 (34.8) 9.3
OTIS WORLDWI OTIS US 9,524.0 (4,189.0) 159.0
OTIS WORLDWI 4PG GR 9,524.0 (4,189.0) 159.0
OTIS WORLDWI OTISEUR EU 9,524.0 (4,189.0) 159.0
OTIS WORLDWI 4PG GZ 9,524.0 (4,189.0) 159.0
OTIS WORLDWI OTIS* MM 9,524.0 (4,189.0) 159.0
OTIS WORLDWI 4PG TH 9,524.0 (4,189.0) 159.0
OTIS WORLDWI 4PG QT 9,524.0 (4,189.0) 159.0
PAPA JOHN'S INTL PZZA US 718.3 (68.4) (30.5)
PAPA JOHN'S INTL PP1 GR 718.3 (68.4) (30.5)
PAPA JOHN'S INTL PZZAEUR EU 718.3 (68.4) (30.5)
PAPA JOHN'S INTL PP1 GZ 718.3 (68.4) (30.5)
PARATEK PHARMACE N4CN GR 233.7 (55.2) 183.9
PARATEK PHARMACE N4CN TH 233.7 (55.2) 183.9
PARATEK PHARMACE PRTK US 233.7 (55.2) 183.9
PHILIP MORRI-BDR PHMO34 BZ 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM1 TE 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 TH 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM1EUR EU 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMI SW 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 GR 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM US 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM1CHF EU 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 0M8V LN 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMOR AV 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMIZ EB 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMIZ IX 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 GZ 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM* MM 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 QT 39,162.0 (10,120.0) 1,984.0
PLANET FITNESS-A PLNT1EUR EU 1,875.6 (692.2) 484.3
PLANET FITNESS-A 3PL QT 1,875.6 (692.2) 484.3
PLANET FITNESS-A PLNT US 1,875.6 (692.2) 484.3
PLANET FITNESS-A 3PL TH 1,875.6 (692.2) 484.3
PLANET FITNESS-A 3PL GR 1,875.6 (692.2) 484.3
PLANTRONICS INC PTM GR 2,257.2 (82.8) 209.2
PLANTRONICS INC PLT US 2,257.2 (82.8) 209.2
PLANTRONICS INC PLTEUR EU 2,257.2 (82.8) 209.2
PLANTRONICS INC PTM GZ 2,257.2 (82.8) 209.2
PPD INC PPD US 5,814.8 (1,047.2) 212.3
PROGENITY INC 4ZU TH 111.0 (84.8) 9.5
PROGENITY INC 4ZU GR 111.0 (84.8) 9.5
PROGENITY INC 4ZU QT 111.0 (84.8) 9.5
PROGENITY INC PROGEUR EU 111.0 (84.8) 9.5
PROGENITY INC 4ZU GZ 111.0 (84.8) 9.5
PROGENITY INC PROG US 111.0 (84.8) 9.5
PSOMAGEN INC-KDR 950200 KS - - -
PYROGENESIS CANA PYR CN 10.8 (7.2) (11.2)
PYROGENESIS CANA PYRNF US 10.8 (7.2) (11.2)
PYROGENESIS CANA 8PY GZ 10.8 (7.2) (11.2)
PYROGENESIS CANA 8PY TH 10.8 (7.2) (11.2)
PYROGENESIS CANA 8PY GR 10.8 (7.2) (11.2)
PYROGENESIS CANA PYREUR EU 10.8 (7.2) (11.2)
QUANTUM CORP QMCO US 166.0 (198.5) (22.4)
QUANTUM CORP QNT2 GR 166.0 (198.5) (22.4)
QUANTUM CORP QTM1EUR EU 166.0 (198.5) (22.4)
RADIUS HEALTH IN RDUS US 201.6 (74.2) 124.6
RADIUS HEALTH IN 1R8 GR 201.6 (74.2) 124.6
RADIUS HEALTH IN 1R8 TH 201.6 (74.2) 124.6
RADIUS HEALTH IN RDUSEUR EU 201.6 (74.2) 124.6
RADIUS HEALTH IN 1R8 QT 201.6 (74.2) 124.6
REC SILICON ASA REC EU 268.9 (49.9) 4.4
REC SILICON ASA RECO EB 268.9 (49.9) 4.4
REC SILICON ASA RECO IX 268.9 (49.9) 4.4
REC SILICON ASA RECO S1 268.9 (49.9) 4.4
REC SILICON ASA REC SS 268.9 (49.9) 4.4
REC SILICON ASA RECO TQ 268.9 (49.9) 4.4
REC SILICON ASA RECO QX 268.9 (49.9) 4.4
REC SILICON ASA RECO B3 268.9 (49.9) 4.4
REC SILICON ASA RECO S2 268.9 (49.9) 4.4
REC SILICON ASA REC NO 268.9 (49.9) 4.4
REC SILICON ASA RECO I2 268.9 (49.9) 4.4
REVLON INC-A RVL1 GR 2,779.6 (1,435.8) (447.5)
REVLON INC-A RVL1 SW 2,779.6 (1,435.8) (447.5)
REVLON INC-A REV US 2,779.6 (1,435.8) (447.5)
REVLON INC-A REV* MM 2,779.6 (1,435.8) (447.5)
REVLON INC-A RVL1 TH 2,779.6 (1,435.8) (447.5)
REVLON INC-A REVEUR EU 2,779.6 (1,435.8) (447.5)
RIMINI STREET IN RMNI US 201.3 (91.6) (89.0)
ROSETTA STONE IN RST US 182.6 (19.0) (70.2)
ROSETTA STONE IN RS8 GR 182.6 (19.0) (70.2)
ROSETTA STONE IN RS8 TH 182.6 (19.0) (70.2)
ROSETTA STONE IN RST1EUR EU 182.6 (19.0) (70.2)
SALLY BEAUTY HOL S7V GR 2,921.2 (53.2) 533.2
SALLY BEAUTY HOL SBH US 2,921.2 (53.2) 533.2
SALLY BEAUTY HOL SBHEUR EU 2,921.2 (53.2) 533.2
SBA COMM CORP 4SB GR 9,359.5 (4,302.8) (624.5)
SBA COMM CORP SBAC US 9,359.5 (4,302.8) (624.5)
SBA COMM CORP 4SB GZ 9,359.5 (4,302.8) (624.5)
SBA COMM CORP SBAC* MM 9,359.5 (4,302.8) (624.5)
SBA COMM CORP 4SB QT 9,359.5 (4,302.8) (624.5)
SBA COMM CORP SBACEUR EU 9,359.5 (4,302.8) (624.5)
SBA COMM CORP 4SB TH 9,359.5 (4,302.8) (624.5)
SBA COMMUN - BDR S1BA34 BZ 9,359.5 (4,302.8) (624.5)
SCIENTIFIC GAMES TJW GZ 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES SGMS US 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW GR 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW TH 7,844.0 (2,479.0) 847.0
SEALED AIR CORP SEE US 5,671.0 (181.9) 192.4
SEALED AIR CORP SDA GR 5,671.0 (181.9) 192.4
SEALED AIR CORP SEE1EUR EU 5,671.0 (181.9) 192.4
SEALED AIR CORP SDA TH 5,671.0 (181.9) 192.4
SEALED AIR CORP SDA QT 5,671.0 (181.9) 192.4
SERES THERAPEUTI MCRB1EUR EU 110.6 (61.6) 36.4
SERES THERAPEUTI MCRB US 110.6 (61.6) 36.4
SERES THERAPEUTI 1S9 GR 110.6 (61.6) 36.4
SHELL MIDSTREAM SHLX US 1,988.0 (774.0) 311.0
SHIFT4 PAYMENT-A FOUR US 840.8 (140.6) -
SIRIUS XM HOLDIN RDO TH 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN RDO GR 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN SIRI US 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN SIRI SW 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN RDO GZ 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN SIRI AV 10,935.0 (747.0) (2,219.0)
SIRIUS XM HOLDIN RDO QT 10,935.0 (747.0) (2,219.0)
SIX FLAGS ENTERT 6FE GR 2,720.5 (323.6) (168.7)
SIX FLAGS ENTERT SIXEUR EU 2,720.5 (323.6) (168.7)
SIX FLAGS ENTERT 6FE QT 2,720.5 (323.6) (168.7)
SIX FLAGS ENTERT SIX US 2,720.5 (323.6) (168.7)
SIX FLAGS ENTERT 6FE TH 2,720.5 (323.6) (168.7)
SLEEP NUMBER COR SL2 GR 768.8 (163.0) (420.8)
SLEEP NUMBER COR SNBR US 768.8 (163.0) (420.8)
SLEEP NUMBER COR SNBREUR EU 768.8 (163.0) (420.8)
SOCIAL CAPITAL IPOC/U US 0.7 0.0 (0.6)
SOCIAL CAPITAL IPOB/U US 0.5 0.0 (0.3)
SOCIAL CAPITAL-A IPOB US 0.5 0.0 (0.3)
SOCIAL CAPITAL-A IPOC US 0.7 0.0 (0.6)
SONA NANOTECH IN SONA CN 1.8 (1.4) (1.6)
SONA NANOTECH IN SNANF US 1.8 (1.4) (1.6)
STARBUCKS CORP SRB TH 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX* MM 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SRB GR 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX TE 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUXEUR EU 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX IM 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX SW 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP USSBUX KZ 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP 0QZH LI 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUXUSD SW 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SRB GZ 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX AV 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX US 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX PE 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SRB QT 27,478.9 (7,532.9) (2,515.9)
STARBUCKS CORP SBUX CI 27,478.9 (7,532.9) (2,515.9)
STARBUCKS-BDR SBUB34 BZ 27,478.9 (7,532.9) (2,515.9)
STARBUCKS-CEDEAR SBUXD AR 27,478.9 (7,532.9) (2,515.9)
STARBUCKS-CEDEAR SBUX AR 27,478.9 (7,532.9) (2,515.9)
TAILORED BRANDS TLRD* MM 2,419.0 (98.3) 206.4
TAUBMAN CENTERS TU8 GR 4,727.0 (241.7) -
TAUBMAN CENTERS TCO US 4,727.0 (241.7) -
TAUBMAN CENTERS TCO2EUR EU 4,727.0 (241.7) -
TG THERAPEUTICS TGTX US 101.8 (1.4) 24.9
TG THERAPEUTICS NKB2 TH 101.8 (1.4) 24.9
TG THERAPEUTICS NKB2 GR 101.8 (1.4) 24.9
TG THERAPEUTICS NKB2 QT 101.8 (1.4) 24.9
TRANSDIGM - BDR T1DG34 BZ 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP TDG US 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP T7D GR 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP TDG* MM 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP T7D TH 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP TDGEUR EU 16,635.0 (4,205.0) 3,544.0
TRANSDIGM GROUP T7D QT 16,635.0 (4,205.0) 3,544.0
TRIUMPH GROUP TG7 GR 2,980.3 (781.3) 573.9
TRIUMPH GROUP TGI US 2,980.3 (781.3) 573.9
TRIUMPH GROUP TG7 TH 2,980.3 (781.3) 573.9
TRIUMPH GROUP TGIEUR EU 2,980.3 (781.3) 573.9
TUPPERWARE BRAND TUP US 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP GR 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP SW 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP TH 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP1EUR EU 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP GZ 1,295.2 (364.0) (192.3)
TUPPERWARE BRAND TUP QT 1,295.2 (364.0) (192.3)
UBIQUITI INC 3UB GR 620.6 (356.0) 305.0
UBIQUITI INC UI US 620.6 (356.0) 305.0
UBIQUITI INC 3UB GZ 620.6 (356.0) 305.0
UBIQUITI INC UBNTEUR EU 620.6 (356.0) 305.0
UNISYS CORP UIS US 2,971.6 (209.4) 572.4
UNISYS CORP UIS1 SW 2,971.6 (209.4) 572.4
UNISYS CORP UISEUR EU 2,971.6 (209.4) 572.4
UNISYS CORP UISCHF EU 2,971.6 (209.4) 572.4
UNISYS CORP USY1 TH 2,971.6 (209.4) 572.4
UNISYS CORP USY1 GR 2,971.6 (209.4) 572.4
UNISYS CORP USY1 GZ 2,971.6 (209.4) 572.4
UNISYS CORP USY1 QT 2,971.6 (209.4) 572.4
UNITI GROUP INC 8XC TH 5,014.1 (1,595.5) -
UNITI GROUP INC UNIT US 5,014.1 (1,595.5) -
UNITI GROUP INC 8XC GR 5,014.1 (1,595.5) -
VALVOLINE INC 0V4 GR 2,917.0 (237.0) 983.0
VALVOLINE INC 0V4 TH 2,917.0 (237.0) 983.0
VALVOLINE INC VVVEUR EU 2,917.0 (237.0) 983.0
VALVOLINE INC 0V4 QT 2,917.0 (237.0) 983.0
VALVOLINE INC VVV US 2,917.0 (237.0) 983.0
VECTOR GROUP LTD VGR GR 1,494.8 (719.0) 238.5
VECTOR GROUP LTD VGR US 1,494.8 (719.0) 238.5
VECTOR GROUP LTD VGREUR EU 1,494.8 (719.0) 238.5
VECTOR GROUP LTD VGR TH 1,494.8 (719.0) 238.5
VECTOR GROUP LTD VGR QT 1,494.8 (719.0) 238.5
VERISIGN INC VRS TH 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS GR 1,820.1 (1,400.3) 231.3
VERISIGN INC VRSN US 1,820.1 (1,400.3) 231.3
VERISIGN INC VRSN* MM 1,820.1 (1,400.3) 231.3
VERISIGN INC VRSNEUR EU 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS GZ 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS QT 1,820.1 (1,400.3) 231.3
VERISIGN INC-BDR VRSN34 BZ 1,820.1 (1,400.3) 231.3
VERISIGN-CEDEAR VRSN AR 1,820.1 (1,400.3) 231.3
VIVINT SMART HOM VVNT US 2,670.4 (1,439.3) (275.6)
WARNER MUSIC-A WMG US 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WA4 GR 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WA4 GZ 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WMGEUR EU 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WMG AV 6,124.0 (285.0) (1,149.0)
WARNER MUSIC-A WA4 TH 6,124.0 (285.0) (1,149.0)
WATERS CORP WAZ TH 2,666.5 (338.0) 776.7
WATERS CORP WAT US 2,666.5 (338.0) 776.7
WATERS CORP WAZ GR 2,666.5 (338.0) 776.7
WATERS CORP WAT* MM 2,666.5 (338.0) 776.7
WATERS CORP WAZ QT 2,666.5 (338.0) 776.7
WATERS CORP WATEUR EU 2,666.5 (338.0) 776.7
WAYFAIR INC- A W US 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A W* MM 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A 1WF GZ 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A 1WF QT 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A 1WF GR 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A 1WF TH 2,751.4 (1,171.4) (215.7)
WAYFAIR INC- A WEUR EU 2,751.4 (1,171.4) (215.7)
WESTERN UNION W3U GR 8,365.4 (149.7) (435.3)
WESTERN UNION WU US 8,365.4 (149.7) (435.3)
WESTERN UNION W3U TH 8,365.4 (149.7) (435.3)
WESTERN UNION WU* MM 8,365.4 (149.7) (435.3)
WESTERN UNION WUEUR EU 8,365.4 (149.7) (435.3)
WESTERN UNION W3U GZ 8,365.4 (149.7) (435.3)
WESTERN UNION W3U QT 8,365.4 (149.7) (435.3)
WIDEOPENWEST INC WOW US 2,494.7 (246.8) (90.6)
WIDEOPENWEST INC WU5 TH 2,494.7 (246.8) (90.6)
WIDEOPENWEST INC WU5 GR 2,494.7 (246.8) (90.6)
WIDEOPENWEST INC WOW1EUR EU 2,494.7 (246.8) (90.6)
WIDEOPENWEST INC WU5 QT 2,494.7 (246.8) (90.6)
WINGSTOP INC WING1EUR EU 188.5 (202.9) 7.6
WINGSTOP INC WING US 188.5 (202.9) 7.6
WINGSTOP INC EWG GR 188.5 (202.9) 7.6
WINMARK CORP WINA US 31.6 (18.6) 0.5
WINMARK CORP GBZ GR 31.6 (18.6) 0.5
WORKHORSE GROUP WKHSEUR EU 44.2 (22.0) (15.0)
WORKHORSE GROUP WKHS US 44.2 (22.0) (15.0)
WORKHORSE GROUP 1WO TH 44.2 (22.0) (15.0)
WORKHORSE GROUP 1WO GZ 44.2 (22.0) (15.0)
WORKHORSE GROUP 1WO GR 44.2 (22.0) (15.0)
WW INTERNATIONAL WW US 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WW6 GR 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WW6 TH 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WW6 GZ 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WTWEUR EU 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WW6 QT 1,633.7 (700.8) (127.6)
WW INTERNATIONAL WTW AV 1,633.7 (700.8) (127.6)
WYNDHAM DESTINAT WD5 TH 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WD5 SW 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WD5 GR 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WYND US 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WD5 QT 7,776.0 (891.0) 4,030.0
WYNDHAM DESTINAT WYNEUR EU 7,776.0 (891.0) 4,030.0
XPRESSPA GROUP I V9G TH 29.2 (3.7) (10.7)
XPRESSPA GROUP I V9G GR 29.2 (3.7) (10.7)
XPRESSPA GROUP I XSPA US 29.2 (3.7) (10.7)
XPRESSPA GROUP I V9G QT 29.2 (3.7) (10.7)
XPRESSPA GROUP I FHEUR EU 29.2 (3.7) (10.7)
YUM! BRANDS INC TGR TH 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR GR 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUM* MM 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUM US 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUMUSD SW 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR GZ 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUM AV 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR TE 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUMEUR EU 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC TGR QT 6,085.0 (8,229.0) 491.0
YUM! BRANDS INC YUM SW 6,085.0 (8,229.0) 491.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***